Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2021 | Sep. 20, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Registrant Name | Roivant Sciences Ltd. | |
Entity Central Index Key | 0001635088 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 001-40782 | |
Entity Incorporation, State or Country Code | D0 | |
Entity Tax Identification Number | 98-1173944 | |
Entity Address, Address Line One | Suite 1, 3rd Floor | |
Entity Address, Address Line Two | 11-12 St. James’s Square | |
Entity Address, City or Town | London | |
Entity Address, Postal Zip Code | SW1Y 4LB | |
Country Region | +44 | |
City Area Code | 207 | |
Local Phone Number | 400 3347 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Address, Country | GB | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 222,669,799 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,996,733 | $ 2,055,044 |
Restricted cash | 2,711 | 77,701 |
Other current assets | 58,165 | 54,250 |
Total current assets | 2,057,609 | 2,186,995 |
Property and equipment, net | 15,550 | 14,749 |
Operating lease right-of-use assets | 65,163 | 62,279 |
Restricted cash, net of current portion | 8,933 | 8,931 |
Investments measured at fair value | 180,359 | 188,978 |
Long-term investment | 100,563 | 100,563 |
Other assets | 26,520 | 27,197 |
Total assets | 2,454,697 | 2,589,692 |
Current liabilities: | ||
Accounts payable | 15,014 | 20,550 |
Accrued expenses | 73,788 | 76,936 |
Operating lease liabilities | 12,055 | 12,313 |
Deferred consideration liability | 100,000 | 100,000 |
Other current liabilities | 8,301 | 9,162 |
Total current liabilities | 209,158 | 218,961 |
Liability instruments measured at fair value | 5,906 | 67,893 |
Operating lease liabilities, noncurrent | 65,263 | 62,384 |
Long-term debt (includes $155,200 and $150,100 accounted for under the fair value option at June 30, 2021 and March 31, 2021, respectively) | 186,350 | 170,280 |
Other liabilities | 8,188 | 8,169 |
Total liabilities | 474,865 | 527,687 |
Commitments and Contingencies | ||
Redeemable noncontrolling interest | 22,491 | 22,491 |
Shareholders' equity: | ||
Common shares | 0 | 0 |
Additional paid-in capital | 3,824,974 | 3,814,805 |
Subscription receivable | (100,000) | (100,000) |
Accumulated deficit | (2,000,645) | (1,918,462) |
Accumulated other comprehensive (loss) income | (1,207) | 1,445 |
Shareholders' equity attributable to Roivant Sciences Ltd. | 1,723,122 | 1,797,788 |
Noncontrolling interests | 234,219 | 241,726 |
Total shareholders' equity | 1,957,341 | 2,039,514 |
Total liabilities, redeemable noncontrolling interest and shareholders' equity | $ 2,454,697 | $ 2,589,692 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 |
Long term debt accounted under fair value option | $ 155,200 | $ 150,100 |
Common stock, par or stated value per share | $ 0.00 | $ 0.00 |
Common stock, shares authorized | 100,000,000,000 | 100,000,000,000 |
Common stock, shares issued | 222,669,799 | 222,669,799 |
Common stock, shares outstanding | 222,669,799 | 222,669,799 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue, net | $ 7,735 | $ 1,576 |
Operating expenses: | ||
Cost of revenues | 742 | 180 |
Research and development | 78,626 | 58,734 |
General and administrative | 82,754 | 57,115 |
Total operating expenses | 162,122 | 116,029 |
Loss from operations | (154,387) | (114,453) |
Other income (expense): | ||
Change in fair value of investments | 8,619 | (41,148) |
Change in fair value of debt and liability instruments | 4,585 | 17,125 |
Gain on termination of Sumitomo Options | (66,472) | 0 |
Gain on deconsolidation of subsidiary | 0 | (86,516) |
Other (income) expense, net | (134) | 2,842 |
Loss before income taxes | (100,985) | (6,756) |
Income tax expense | 93 | 1,221 |
Net loss | (101,078) | (7,977) |
Net loss attributable to noncontrolling interests | (18,895) | (4,734) |
Net loss attributable to Roivant Sciences Ltd. | $ (82,183) | $ (3,243) |
Basic and diluted net (loss) income per common share: | ||
Net loss per common share—basic and diluted | $ (0.37) | $ (0.02) |
Basic and diluted weighted average shares outstanding: | ||
Weighted average shares outstanding—basic and diluted | 222,081,975 | 214,879,058 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Net loss | $ (101,078) | $ (7,977) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (2,439) | (820) |
Total other comprehensive loss | (2,439) | (820) |
Comprehensive loss | (103,517) | (8,797) |
Comprehensive loss attributable to noncontrolling interests | (18,682) | (4,700) |
Comprehensive loss attributable to Roivant Sciences Ltd. | $ (84,835) | $ (4,097) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity and Redeemable Noncontrolling Interest - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interest [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscriptions Receivables [Member] | AOCI Attributable to Parent [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] |
Balance at Mar. 31, 2020 | $ 2,086,204 | $ 22,491 | $ 0 | $ 3,143,739 | $ 0 | $ (2,349) | $ (1,109,228) | $ 54,042 |
Balance, shares at Mar. 31, 2020 | 214,879,058 | |||||||
Issuance of subsidiary common shares, net of issuance costs paid | 181,180 | 104,581 | 76,599 | |||||
Issuance of subsidiary common shares to the Company | 0 | (6,342) | 6,342 | |||||
Exercise of subsidiary stock options | 63 | 36 | 27 | |||||
Deconsolidation of subsidiary | (3,054) | (3,054) | ||||||
Repurchase of equity awards | (113) | (113) | ||||||
Cash contributions to majority-owned subsidiaries | 0 | (149) | 149 | |||||
Share-based compensation | 14,278 | 9,285 | 4,993 | |||||
Foreign currency translation adjustment | (820) | (854) | 34 | |||||
Net loss | (7,977) | (3,243) | (4,734) | |||||
Balance at Jun. 30, 2020 | 2,269,761 | 22,491 | $ 0 | 3,251,037 | 0 | (3,203) | (1,112,471) | 134,398 |
Balance, shares at Jun. 30, 2020 | 214,879,058 | |||||||
Balance at Mar. 31, 2021 | 2,039,514 | 22,491 | $ 0 | 3,814,805 | (100,000) | 1,445 | (1,918,462) | 241,726 |
Balance, shares at Mar. 31, 2021 | 222,669,799 | |||||||
Issuance of subsidiary warrants | 2,075 | 2,051 | 24 | |||||
Cash contributions to majority-owned subsidiaries | 0 | (2,973) | 2,973 | |||||
Share-based compensation | 19,269 | 11,091 | 8,178 | |||||
Foreign currency translation adjustment | (2,439) | (2,652) | 213 | |||||
Net loss | (101,078) | (82,183) | (18,895) | |||||
Balance at Jun. 30, 2021 | $ 1,957,341 | $ 22,491 | $ 0 | $ 3,824,974 | $ (100,000) | $ (1,207) | $ (2,000,645) | $ 234,219 |
Balance, shares at Jun. 30, 2021 | 222,669,799 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (101,078) | $ (7,977) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 19,269 | 14,278 |
Change in fair value of investments | 8,619 | (41,148) |
Change in fair value of debt and liability instruments | 4,585 | 17,125 |
Gain on deconsolidation of subsidiary | 0 | (86,516) |
Gain on termination of Sumitomo Options | (61,472) | 0 |
Loss from equity method investment | 0 | 3,750 |
Other | 838 | 3,307 |
Changes in assets and liabilities, net of effects from acquisition and divestiture: | ||
Accounts payable | (6,343) | 7,501 |
Accrued expenses | (7,340) | (15,982) |
Operating lease liabilities | (1,957) | (1,769) |
Other | 3,709 | (3,736) |
Net cash used in operating activities | (141,170) | (111,167) |
Cash flows from investing activities: | ||
Cash disposed upon deconsolidation of subsidiary | 0 | (19,085) |
Investments in unconsolidated entities | 0 | (6,250) |
Purchase of property and equipment | (2,339) | (306) |
Net cash used in investing activities | (2,339) | (25,641) |
Cash flows from financing activities: | ||
Repurchase of equity awards | 0 | (113) |
Proceeds from issuance of subsidiary common shares, net of issuance costs paid | 0 | 181,180 |
Proceeds from subsidiary debt financings, net of financing costs paid | 36,400 | 0 |
Repayment of long-term debt by subsidiary | (21,590) | 0 |
Payment of deferred offering and loan origination costs | (4,600) | 0 |
Proceeds from exercise of subsidiary stock options | 0 | 63 |
Net cash provided by financing activities | 10,210 | 181,130 |
Net change in cash, cash equivalents and restricted cash | (133,299) | 44,322 |
Cash, cash equivalents and restricted cash at beginning of period | 2,141,676 | 2,269,252 |
Cash, cash equivalents and restricted cash at end of period | 2,008,377 | 2,313,574 |
Non-cash investing and financing activities: | ||
Operating lease right-of-use assets obtained and exchanged for operating lease liabilities | 4,579 | 555 |
Issuance of subsidiary warrant in connection with debt financing | 2,075 | 0 |
Deferred offering and financing costs included in accounts payable and accrued expenses | $ 4,999 | $ 0 |
Description of Business and Liq
Description of Business and Liquidity | 3 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Liquidity | Note 1—Description of Business and Liquidity (A) Description of Business Roivant Sciences Ltd. (inclusive of its consolidated subsidiaries, the “Company” or “RSL”), aims to improve health by rapidly delivering innovative medicines and technologies to patients. The Company does this by building biotech and healthcare technology companies (“Vants”) and deploying technology to drive greater efficiency in research and development and commercialization. In addition to biopharmaceutical subsidiaries, the Company also builds technology Vants focused on improving the process of developing and commercializing medicines. The Company was founded on April 7, 2014 as a Bermuda exempted limited company. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. The Company’s subsidiaries are wholly owned subsidiaries and majority-owned or controlled subsidiaries. Refer to Note 3, “Investments” for further discussion of the Company’s investments in unconsolidated entities. (B) Liquidity The Company has incurred significant losses and negative cash flows from operations since its inception. As of June 30, 2021, the Company had cash and cash equivalents of approximately $2.0 billion and its accumulated deficit was approximately $2.0 billion. For the three months ended June 30, 2021 and 2020, the Company incurred net losses of $101.1 million and $8.0 million, respectively. The Company has historically financed its operations primarily through the sale of equity securities, sale of subsidiary interests, debt financings and revenue generated from licensing and collaboration arrangements. The Company has not generated any revenues to date from the sale of its product candidates and does not anticipate generating any revenues from the sale of its product candidates unless and until it successfully completes development and obtains regulatory approval to market its product candidates. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and recognizes the need to raise additional capital to fully implement its business plan. The Company intends to raise such additional capital through the issuance of equity securities, debt financings or other sources in order to further implement its business plan. However, if such financing is not available at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of its product candidates or take other steps to conserve capital. The Company expects its existing cash and cash equivalents will be sufficient to fund its committed operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance of these condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies (A) Basis of Presentation and Principles of Consolidation The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30, and December 31. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2021 issued on June 30, 2021. The unaudited condensed consolidated balance sheet at March 31, 2021 has been derived from the audited consolidated financial statements at that date. In the opinion of management, the unaudited condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. Certain prior year amounts were reclassified to conform to current year presentation. Operating results for the three months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2022, for any other interim period, or for any other future year. Any references in these notes to applicable accounting guidance are meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (‘‘ASC’’) and Accounting Standards Updates (‘‘ASU’’) of the Financial Accounting Standards Board (‘‘FASB’’). The unaudited condensed consolidated financial statements include the accounts of RSL and the subsidiaries in which it has a controlling financial interest, most often through a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net loss attributable to noncontrolling interests in its unaudited condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in the respective operations by the noncontrolling parties. The Company presents noncontrolling interests as a component of shareholders’ equity on its unaudited condensed consolidated balance sheets. The Company accounts for changes in its ownership interest in its subsidiaries while control is retained as equity transactions. The carrying amount of the noncontrolling interest is adjusted to reflect the change in RSL’s ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is recognized within shareholders’ equity attributable to RSL. There have been no significant changes in the Company’s accounting policies from those disclosed in the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2021 issued on June 30, 2021. In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has irrevocably elected not to avail itself of this extended transition period, and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. (B) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Additionally, the Company assessed the impact that the COVID-19 COVID-19 (C) Risks and Uncertainties The Company is subject to risks common to companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, dependence on third-party service providers, such as contract research organizations, and protection of intellectual property rights. (D) Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk include cash and cash equivalents. The Company maintains cash deposits and cash equivalents in highly-rated, federally-insured financial institutions in excess of federally insured limits. The Company has established guidelines relative to diversification and maturities to maintain safety and liquidity. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit risk related to these instruments. (E) Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Restricted cash classified as a current asset consists of legally restricted non-interest Cash as reported in the condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the condensed consolidated balance sheets as follows (in thousands): June 30, 2021 March 31, 2021 Cash and cash equivalents $ 1,996,733 $ 2,055,044 Restricted cash 11,644 86,632 Cash, cash equivalents and restricted cash $ 2,008,377 $ 2,141,676 (F) Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses any litigation or other claims it may confront to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. (G) Investments For investments in entities over which the Company has significant influence but do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company applies the equity method of accounting with the Company’s share of the underlying income or loss of such entities reported in “Other (income) expense, net” on the condensed consolidated statements of operations. The Company applies the equity method to investments in common stock and to other investments in entities that have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock. Investments in equity securities may also be accounted for using (i) the fair value option if elected, (ii) fair value through earnings if fair value is readily determinable or (iii) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment and observable price changes, as applicable. The election to use the measurement alternative is made for each eligible investment. The Company has elected the fair value option to account for certain investments over which the Company has significant influence. The Company believes the fair value option best reflects the underlying economics of the investment. See Note 3, “Investments.” (H) Research and Development Expenses Research and development (“R&D”) costs are expensed as incurred. Preclinical and clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review level effort with regulatory Company The Company evaluates in-licensed in-process in-licensed (I) Fair Value Measurements The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy for financial instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations • Level 2-Valuations • Level 3-Valuations To the extent the 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 in 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 Company’s financial instruments include shares of common stock of Arbutus Biopharma Corporation (“Arbutus”); shares of Arbutus’s Series A participating convertible preferred shares (“Arbutus Preferred Shares”); shares of common stock of Sio Gene Therapies Inc. (“Sio”); liability instruments issued; deferred consideration liability; its investments in other entities; cash and cash equivalents consisting of money market funds; accounts payable; and long-term debt. The shares of Arbutus and Sio common stock and investments in common stock with a readily determinable fair value are classified as Level 1, and their fair value is determined based upon quoted market prices in an active market. The Arbutus Preferred Shares held by the Company are classified as Level 2 as the fair value of such preferred shares is determined based upon the quoted market price of Arbutus common stock into which such preferred shares are convertible. The liability instruments issued are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. Cash, accounts payable, and deferred consideration liability are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. The deferred consideration liability is based on a fixed monetary amount, and payment is based solely on the passage of time. Money market funds are included in Level-1 (J) Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): No. 2020-06”). No. 2020-06 No. 2020-06 No. 2020-06 No. 2020-06 |
Investments
Investments | 3 Months Ended |
Jun. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Investments | Note 3—Investments (A) Investments Measured at Fair Value Investment in Arbutus RSL owns 16,013,540 shares of common stock of Arbutus and 1,164,000 Arbutus Preferred Shares that are mandatorily convertible into shares of Arbutus common stock on October 18, 2021 subject to conversion earlier upon a sale, merger or other transaction considered a fundamental change of control of Arbutus. The Arbutus Preferred Shares are non-voting At June 30, 2021, RSL held 32% of issued and outstanding shares of Arbutus, including the conversion of the Arbutus Preferred Shares held by RSL into common shares. At June 30, 2021 and March 31, 2021, the aggregate fair value of the RSL Investment in Sio Following the completion of Sio’s underwritten public offering in February 2020, RSL’s ownership interest fell below 50.0 At June 30, 2021 and March 31, 2021, the fair value of the Company’s investment in Sio was $50.7 million and $48.5 million, respectively, with the Company recognizing unrealized gains on its investment in Sio of $2.2 million and $7.1 million in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2021 and 2020, respectively. The fair value of common shares held by the Company was determined using the closing price of Sio’s common stock on June 30, 2021 and March 31, 2021 of $2.73 and $2.61, respectively. Other Investment The Company holds an additional equity investment that is measured using the fair value option. The fair value of this investment was $11.9 million and $11.1 million as of June 30, 2021 and March 31, 2021, respectively. (B) Investment Accounted for Using Measurement Alternative Investment in Datavant In April 2020, Datavant Holdings, Inc. (“Datavant”) completed an initial round of a Series B equity raise by which 13,411,311 Series B preferred shares were issued in April 2020 for gross proceeds of $27.2 million, including 1,065,234 Series B preferred shares issued and sold to RSL for a total purchase price of $2.5 million and 1,800,253 Series B shares issued relating to the conversion of certain liability instruments. As a result of this transaction, along with a restructuring of Datavant’s equity classes, RSL no longer controls Datavant. As such, the Company deconsolidated Datavant as of April 2020. Due to the Company’s significant influence over operating and financial policies, Datavant remains a related party of the Company following deconsolidation. Upon deconsolidation, the Company recorded its investment in Datavant based on the fair value of Datavant preferred shares held of $99.0 million. The Company accounts for its investment in Datavant using the measurement alternative to fair value. The investment will be remeasured upon future observable price changes in orderly transactions or upon impairment, if any. The Company recognized a gain on deconsolidation of $86.5 million in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2020. In July 2020, Datavant issued and sold 639,140 Series B preferred shares to RSL at a price consistent with that of the initial round of Datavant’s Series B equity raise. At June 30, 2021 and March 31, 2021, the carrying value of the Company’s investment in Datavant was $100.6 million. In June 2021, Datavant and CIOX Health, LLC entered into a definitive agreement to merge the two companies, subject to regulatory approvals. See Note 14, “Subsequent Events” for additional information. |
Sumitomo Transaction Agreement
Sumitomo Transaction Agreement | 3 Months Ended |
Jun. 30, 2021 | |
Transaction Agreement [Abstract] | |
Sumitomo Transaction Agreement | Note 4—Sumitomo Transaction Agreement On December 27, 2019 (the “Sumitomo Closing Date”), RSL and Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo”) completed the transactions contemplated by the transaction agreement by and between RSL and Sumitomo, dated as of October 31, 2019 (the “Sumitomo Transaction Agreement”). Pursuant to the Sumitomo Transaction Agreement, RSL transferred its entire ownership interest in Myovant Sciences Ltd., Urovant Sciences Ltd., Enzyvant Therapeutics Ltd., Altavant Sciences Ltd. and Spirovant Sciences Ltd. (collectively, the “Sumitovant Vants”) to a newly formed, wholly-owned entity (“Sumitovant”). RSL’s ownership interest in Sumitovant was then transferred to Sumitomo, such that following the Sumitomo Closing Date, Sumitovant and its subsidiaries, including the Sumitovant Vants, were each directly or indirectly owned by Sumitomo. Additionally, in connection with the Sumitomo Transaction Agreement, RSL (i) granted Sumitomo options to purchase all, or in the case of Dermavant, 75%, of RSL’s ownership interests in six other subsidiaries (Dermavant, Genevant Sciences Ltd. (“Genevant”), Lysovant Sciences Ltd., Metavant Sciences Ltd., Roivant Asia Cell Therapy Holdings Ltd., and Sinovant Sciences HK Limited (collectively, the “Option Vants”)), (ii) provided Sumitomo and Sumitovant with certain rights over and access to RSL’s proprietary technology platforms, DrugOme and Digital Innovation, and (iii) transferred 26,952,143 common shares of RSL to Sumitomo. On the Sumitomo Closing Date, the Company received approximately $2.9 billion in cash. Additionally, $75.0 million was deposited into a segregated escrow account for the purpose of fulfilling indemnification obligations of RSL that may become due to Sumitomo. The full escrow amount of $75.0 million was disbursed to the Company in June 2021. In connection with the Sumitomo Transaction, RSL’s board of directors approved an exchange and offer to repurchase RSL equity securities for up to $ 1.0 Concurrently with the Sumitomo Transaction Agreement, (i) RSL, Sumitomo and Sumitovant entered into a transition services agreement, whereby each of the parties thereto agreed to provide certain services to one another at cost for a period of time following the Sumitomo Closing Date and (ii) RSL and Sumitomo entered into a strategic cooperation agreement relating to certain ongoing technology-related collaborations between the parties. Pursuant to the terms of the transition services agreement and strategic cooperation agreement, RSL billed Sumitovant $0.3 In conjunction with the Sumitomo Transaction, certain employees of the Company became employees of Sumitovant or its subsidiaries. The Company issued certain instruments to these employees that vest based on the achievement of time-based, performance or liquidity event requirements. As of June 30, 2021 and 2020, there were 1,863,451 and 1,873,480 outstanding instruments, respectively, held by Sumitovant employees for which aggregate fair value was recorded against the gain on sale of business. In May 2021, the Company entered into an Asset Purchase Agreement with Sumitomo and its subsidiary Sumitomo Pharmaceuticals (Suzhou) Co., Ltd. (“SPC”) (the “Asset Purchase Agreement”). The transactions contemplated by the Asset Purchase Agreement closed in June 2021. Pursuant to the Asset Purchase Agreement: (i) Sumitomo terminated all of its existing options to acquire the Company’s equity interests in the Option Vants (the “Sumitomo Options”); (ii) the Company transferred and assigned to SPC all of its intellectual property, development and commercialization rights for (a) lefamulin in Mainland China, Taiwan, Hong Kong, and Macau (collectively “Greater China”), (b) vibegron in Mainland China, (c) rodatristat ethyl in Greater China and South Korea and (d) RVT-802 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Note 5—Balance Sheet Components (A) Other Current Assets Other current assets at June 30, 2021 and March 31, 2021 consisted of the following (in thousands): June 30, 2021 March 31, 2021 Prepaid expenses $ 44,941 $ 39,544 Trade receivables, net 3,416 11,222 Income tax receivable 1,993 1,803 Other 7,815 1,681 Total other current assets $ 58,165 $ 54,250 Accrued expenses at June 30, 2021 and March 31, 2021 consisted of the following (in thousands): June 30, 2021 March 31, 2021 Research and development expenses $ 28,347 $ 20,755 Compensation-related expenses 15,242 38,552 Professional services expenses 16,489 10,267 Other general and administrative expenses 13,710 7,362 Total accrued expenses $ 73,788 $ 76,936 (C) Other Current Liabilities Other current liabilities at June 30, 2021 and March 31, 2021 consisted of the following (in thousands): June 30, 2021 March 31, 2021 Deferred revenue $ 3,777 $ 5,918 Income tax payable 199 207 Other 4,325 3,037 Total other current liabilities $ 8,301 $ 9,162 |
Long Term Debt and Loan Commitm
Long Term Debt and Loan Commitment | 3 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Loan Commitment | Note 6—Long-Term Debt and Loan Commitment (A) Long-Term Debt Long-term debt, net consists of the following (in thousands): June 30, 2021 March 31, 2021 Principal amount $ 195,200 $ 170,100 Exit fee / end of term charge 5,000 1,390 Less: unamortized debt discount and issuance costs (13,850 ) (1,210 ) Total debt, net 186,350 170,280 Less: current portion — — Total long-term debt, net $ 186,350 $ 170,280 Dermavant In May 2019, Dermavant entered into a loan and security agreement (the “Hercules Loan Agreement”) with Hercules Capital, Inc. (“Hercules”), pursuant to which Dermavant borrowed an aggregate of $ million, which bore interest at a variable per annum rate at the greater of (i) % or (ii) the prime rate plus %. Dermavant was also obligated to pay an end of term charge of $ million. Following the achievement of certain milestones, the term loan maturity was extended to June 1, 2023 with interest-only monthly payments through December 2021. All amounts outstanding under the Hercules Loan Agreement were repaid in May 2021 using the proceeds from a $ million senior secured credit facility (the “Credit Facility”) entered into by Dermavant and certain of its subsidiaries in May 2021 with XYQ Luxco S.A.R.L (“XYQ Luxco”), as lender, and U.S. Bank National Association, as collateral agent. The Credit Facility has a maturity and bears an interest rate of % per annum. Interest is payable quarterly in arrears on the last day of each calendar quarter through the maturity date. A lump sum principal payment is due on the maturity date. Dermavant is also obligated to pay an exit fee of $ million. The exit fee can be reduced to $ million upon achievement of certain equity milestones defined in the agreement, which are not deemed likely as of June 30, 2021. In connection with the funding of the Credit Facility, Dermavant issued a warrant to XYQ Luxco to purchase common shares of Dermavant at an exercise price of $ per common share. In connection with Dermavant’s acquisition of tapinarof from GlaxoSmithKline Intellectual Property Development Ltd. and Glaxo Group Limited (collectively “GSK”) pursuant to an asset purchase agreement (the “GSK Agreement”), Dermavant and NovaQuest Co-Investment (B) Loan Commitment In May 2021, Dermavant, as seller, entered into a $160.0 million revenue interest purchase and sale agreement (the “RIPSA”) for its investigational product tapinarof with XYQ Luxco, NovaQuest Co-Investment one-time |
Shareholders' Equity and Redeem
Shareholders' Equity and Redeemable Noncontrolling Interest | 3 Months Ended |
Jun. 30, 2021 | |
Shareholders' Equity and Redeemable Noncontrolling Interest | Note 7—Shareholders’ Equity and Redeemable Noncontrolling Interest Business Combination Agreement On May 1, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Montes Archimedes Acquisition Corporation (“MAAC”) and Rhine Merger Sub, Inc. (“Merger Sub”). MAAC was incorporated in Delaware on July 6, 2020 and was formed as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. Pursuant to the Business Combination Agreement, and assuming a favorable vote by MAAC’s stockholders at a special meeting of MAAC’s stockholders convened for purposes of approving the transactions contemplated by the Business Combination Agreement (the “Business Combination”), and the satisfaction or waiver of all other closing conditions pursuant to the Business Combination Agreement, Merger Sub will merge with and into MAAC, with MAAC surviving the merger as the Company’s wholly owned subsidiary. For financial accounting and reporting purposes, MAAC will be treated as the acquired company. Accordingly, because MAAC does not represent a business for accounting purposes and its primary asset represents cash and cash equivalents, the Business Combination will be treated as an equity contribution in exchange for the issuance of RSL shares. The net assets of MAAC will be stated at historical cost, with no goodwill or other intangible assets recorded. RSL will be deemed both the accounting predecessor and the successor SEC registrant, which means that the Company’s financial statements for previous periods will be disclosed in the Company’s future periodic reports filed with the SEC. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 8—Share-Based Compensation (A) RSL 2015 Equity Incentive Plan As of June 30, 2021, 22,800,000 of the Company’s common shares (the “Share Reserve”) are reserved for issuance under the RSL Amended and Restated 2015 Equity Incentive Plan (the “RSL 2015 EIP”). At June 30, 2021, a total of 786,125 common shares are available for future grants under the RSL 2015 EIP. The Company’s employees, directors, and consultants are eligible to receive nonstatutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards under the RSL 2015 EIP. As of June 30, 2021, an aggregate of 26,558,238 of the Company’s common shares (the “Special Reserve”) are reserved for the granting under RSL 2015 EIP of performance stock options (“Performance Options”) and capped value appreciation rights (“CVARs”) to the Company’s employees, directors and consultants. At June 30, 2021, there are no common shares available for future grant under the Special Reserve. Stock Options During the three months ended June 30, 2021 and 2020, the Company recorded share-based compensation expense related to stock options issued under the RSL 2015 EIP to employees and directors of approximately $10.3 million and $7.8 million, respectively, and was included in research and development and general and administrative expenses in the accompanying condensed consolidated statements of operations. A summary of stock option activity and data under the RSL 2015 EIP for the three months ended June 30, 2021 is as follows: Number of Stock Weighted Average Stock options outstanding at March 31, 2021 9,389,371 $ 26.61 Granted 3,798,605 $ 29.26 Forfeited (106,428 ) $ 30.27 Stock options outstanding at June 30, 2021 13,081,548 $ 27.35 Restricted Stock Units Restricted stock units will generally vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date. Certain restricted stock units have also been granted that will vest upon the achievement of development milestones and liquidity requirements. As of June 30, 2021, the liquidity event requirement had not been met and was deemed not probable of being met. During the three months ended June 30, 2021 and 2020, the Company recorded no share-based compensation expense related to these restricted stock units. The Company will recognize the expense upon achievement of both the time-based service requirement and liquidity requirements through the requisite service period. A summary of restricted stock units under the RSL 2015 EIP is as follows: Number of Non-vested 2,292,738 Granted 5,939,340 Forfeited (119,285 ) Non-vested 8,112,793 Performance Options Performance Options will vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date of March 31, 2026. As of June 30, 2021, the liquidity event requirement had not been met and was deemed not probable of being met. During the three months ended June 30, 2021 and 2020, the Company recorded no share-based compensation expense related to these Performance Options. The Company will recognize the expense upon achievement of both the time-based service requirement and liquidity requirements through the requisite service period. A summary of Performance Option activity and data under the RSL 2015 EIP for the three months ended June 30, 2021 is as follows: Number of Weighted Performance Options outstanding at March 31, 2021 14,425,663 $ 38.93 Granted — $ — Forfeited — $ — Performance Options outstanding at June 30, 2021 14,425,663 $ 38.93 CVARs CVARs will vest upon the achievement of both time-based service requirements and liquidity requirements on or before the grant expiration date of March 31, 2026. At settlement, each CVAR pays the excess in shares of (a) the lesser of (i) the fair market value of a common share as of the settlement date or (ii) the cap of $ 37.10 18.70 33.63 A summary of CVARs under the RSL 2015 EIP is as follows: Number of Non-vested 11,088,658 Granted — Forfeited — Non-vested 11,088,658 (B) RSL 2015 Restricted Stock Unit Plan Under the Amended and Restated RSL 2015 Restricted Stock Unit Plan (the “pRSU Plan”), as of June 30, 2021, there are 200,000 of the Company’s common shares reserved for the granting under the pRSU Plan of restricted stock units (“Performance RSUs”) to the Company’s employees, officers, directors and consultants. The Performance RSUs expire eight years after the date of grant. At June 30, 2021, there are no common shares available for future grants under this plan. A summary of Performance RSU activity under the pRSU Plan is as follows: Number of Non-vested 200,000 Granted — Forfeited — Non-vested 200,000 (C) RSL Restricted Common Stock A summary of RSL restricted common stock activity as of June 30, 2021 is as follows: Number of Non-vested 587,824 Granted — Forfeited — Non-vested 587,824 For the three months ended June 30, 2021, the Company recorded share-based compensation expense of $0.8 million in relation to the RSL restricted common stock. The RSL restricted common stock will vest upon the achievement of time-based service requirements. (D) Subsidiary Equity Incentive Plans Certain wholly owned and majority-owned or controlled subsidiaries of RSL adopt their own equity incentive plan (“EIP”). Each EIP is generally structured so that the applicable subsidiary, and its affiliates’ employees, directors, officers and consultants are eligible to receive non-qualified (E) Share-Based Compensation Expense Share-based compensation expense was as follows (in thousands): Three Months Ended June 30, 2021 2020 Share-based compensation expense recognized as: R&D expenses $ 1,615 $ 1,119 G&A expenses 17,654 13,159 Total $ 19,269 $ 14,278 The classification of share-based compensation expense between R&D and G&A expenses in the accompanying condensed consolidated statements of operations is consistent with the classification of grantee’s salary expense. |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2021 | |
Income Taxes | Note 9—Income Taxes The Company’s effective tax rate for the three months ended June 30, 2021 and 2020 was (0.1) % and (18.1) %, respectively, and is driven by the Company’s jurisdictional earnings by location and a valuation allowance that eliminates the Company’s global net deferred tax assets. However, for the three months ended June 30, 2020, the effective tax rate was also favorably impacted by the non-taxable The Company assesses the realizability of its deferred tax assets at each balance sheet date based on available positive and negative evidence in order to determine the amount which is more likely than not to be realized and records a valuation allowance as necessary. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Jun. 30, 2021 | |
Commitments & Contingencies | Note 10—Commitments and Contingencies (A) Significant Agreements The Company, primarily through its subsidiaries, has entered into commitments under various asset acquisition and license agreements. Additionally, the Company, through its subsidiaries, enters into agreements with contract service providers to assist in the performance of its R&D activities. Expenditures to contract research organizations and contract manufacturing organizations represent significant costs in the clinical development of its product candidates. Subject to required notice periods and certain obligations under binding purchase orders, the Company can elect to discontinue the work under these agreements at any time. The Company expects to enter into additional collaborative research, contract research, manufacturing, and supplier agreements in the future, which may require upfront payments and long-term commitments of capital resources. (B) Loss Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when available information indicates that it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated, and if the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation or claim, including an estimable range, if possible. The Company is currently not involved in any legal proceedings with a probable and estimable material loss. (C) Intellectual Property Agreements As of June 30, 2021, the Company did not have any ongoing material financial commitments, other than pursuant to various asset acquisition and license agreements. (D) COVID-19 The Company has been actively monitoring the impact of the COVID-19 The COVID-19 COVID-19 COVID-19 COVID-19, COVID-19 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | Note 11—Fair Value Measurements Recurring Fair Value Measurements The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and March 31, 2021, by level, within the fair value hierarchy (in thousands): As of June 30, 2021 As of March 31, 2021 Level 1 Level 2 Level 3 Balance as Level 1 Level 2 Level 3 Balance as Assets: Money market funds $ 1,340,662 $ — $ — $ 1,340,662 $ 1,420,597 $ — $ — $ 1,420,597 Investment in Sio common shares 50,716 — — 50,716 48,487 — — 48,487 Investment in Arbutus common shares 48,521 — — 48,521 53,325 — — 53,325 Investment in Arbutus convertible preferred shares — 69,187 — 69,187 — 76,037 — 76,037 Other investment 11,935 — — 11,935 11,129 — — 11,129 Total assets at fair value $ 1,451,834 $ 69,187 $ — $ 1,521,021 $ 1,533,538 $ 76,037 $ — $ 1,609,575 Liabilities: Debt issued by Dermavant to NovaQuest $ — $ — $ 155,200 $ 155,200 $ — $ — $ 150,100 $ 150,100 Liability instruments measured at fair value — — 5,906 5,906 — — 67,893 67,893 Total liabilities at fair value $ — $ — $ 161,106 $ 161,106 $ — $ — $ 217,993 $ 217,993 There were no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy that occurred during the three months ended June 30, 2021. Level 3 Disclosures The Company measures its Level 3 liabilities at fair value based on significant inputs not observable in the market, which causes them to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of the Level 3 liabilities uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an ongoing basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value related to updated assumptions and estimates are recorded within the statements of operations at the end of each reporting period. The fair value of Level 3 liabilities may change significantly as additional data are obtained, impacting the Company’s assumptions regarding probabilities of potential scenarios used to estimate fair value. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. The changes in fair value of the Level 3 liabilities during the three months ended June 30, 2021 and 2020 were as follows (in thousands): Balance at March 31, 2020 $ 191,473 Changes in fair value of debt and liability instruments, included in net loss 17,125 Liability instruments disposed due to deconsolidation of subsidiary (3,325 ) Balance at June 30, 2020 $ 205,273 Balance at March 31, 2021 $ 217,993 Changes in fair value of debt and liability instruments, included in net loss 4,585 Termination of DSP Options (61,472 ) Balance at June 30, 2021 $ 161,106 Debt issued by Dermavant to NovaQuest The fair value of the debt instrument as of June 30, 2021 and March 31, 2021 represents the fair value of amounts payable to NovaQuest using a Monte Carlo simulation model under the income approach determined by using probability assessments of the expected future payments through 2032 and applying discount rates ranging from 11 12 Sumitomo Options In June 2021, the Company completed a transaction with Sumitomo pursuant to which the Sumitomo Options were terminated, resulting in the extinguishment of the related liability. As of the termination date, the fair value of the Sumitomo Options was $61.5 million, and as of March 31, 2021, the fair value was $62.4 million. See Note 4, “Sumitomo Transaction Agreement” for additional information. |
Other (Income) Expense, Net
Other (Income) Expense, Net | 3 Months Ended |
Jun. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Other (Income) Expense, Net | Note 12—Other (Income) Expense, Net Other (income) expense, net was as follows (in thousands): Three Months Ended June 30, 2021 2020 Loss from equity method investment $ — $ 3,750 Interest income (71 ) (621 ) Interest expense 2,513 791 Other income (2,576 ) (1,078 ) Total $ (134 ) $ 2,842 |
Net Loss per Common Share
Net Loss per Common Share | 3 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | Note 13—Net Loss per Common Share Basic net loss per common share is computed by dividing net loss attributable to Roivant Sciences Ltd. by the weighted-average number of common stock outstanding during the period. Diluted net loss per common share is computed by dividing the net loss attributable to Roivant Sciences Ltd. by the diluted weighted-average number of common stock outstanding during the period. For periods of loss, diluted loss per share is calculated similar to basic loss per share as the effect of including all potentially dilutive common share equivalents is anti-dilutive. All outstanding common stock equivalents have been excluded from the computation of diluted loss per share because their effect was anti-dilutive due to the net loss. Refer to Note 8, “Share-Based Compensation” and Note 4, “Sumitomo Transaction Agreement” for additional detail regarding outstanding common stock equivalents. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | Note 14—Subsequent Events Proteovant In July 2021, Proteovant Sciences, Inc. (“Proteovant”) received the second $100.0 million payment due under a subscription agreement entered into with SK, Inc. (“SK”) in December 2020 pursuant to which SK agreed to make a $200.0 million equity investment in Proteovant, representing an ownership interest of 40.0% on the closing date. The second $100.0 million payment was classified as a subscription receivable in the accompanying condensed consolidated balance sheets and condensed consolidated statements of shareholders’ equity and redeemable noncontrolling interest as of June 30, 2021. Datavant In July 2021, Datavant closed its merger with CIOX Health, LLC. At closing, RSL received approximately $320 million in cash and a minority equity stake in the combined company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2021 | |
Basis of Presentation and Principles of Consolidation | (A) Basis of Presentation and Principles of Consolidation The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30, and December 31. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2021 issued on June 30, 2021. The unaudited condensed consolidated balance sheet at March 31, 2021 has been derived from the audited consolidated financial statements at that date. In the opinion of management, the unaudited condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. Certain prior year amounts were reclassified to conform to current year presentation. Operating results for the three months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2022, for any other interim period, or for any other future year. Any references in these notes to applicable accounting guidance are meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (‘‘ASC’’) and Accounting Standards Updates (‘‘ASU’’) of the Financial Accounting Standards Board (‘‘FASB’’). The unaudited condensed consolidated financial statements include the accounts of RSL and the subsidiaries in which it has a controlling financial interest, most often through a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net loss attributable to noncontrolling interests in its unaudited condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in the respective operations by the noncontrolling parties. The Company presents noncontrolling interests as a component of shareholders’ equity on its unaudited condensed consolidated balance sheets. The Company accounts for changes in its ownership interest in its subsidiaries while control is retained as equity transactions. The carrying amount of the noncontrolling interest is adjusted to reflect the change in RSL’s ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is recognized within shareholders’ equity attributable to RSL. There have been no significant changes in the Company’s accounting policies from those disclosed in the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2021 issued on June 30, 2021. In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has irrevocably elected not to avail itself of this extended transition period, and, as a result, the Company will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. |
Use of Estimates | (B) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Additionally, the Company assessed the impact that the COVID-19 COVID-19 |
Risks and Uncertainties | (C) Risks and Uncertainties The Company is subject to risks common to companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, dependence on third-party service providers, such as contract research organizations, and protection of intellectual property rights. |
Concentrations of Credit Risk | (D) Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk include cash and cash equivalents. The Company maintains cash deposits and cash equivalents in highly-rated, federally-insured financial institutions in excess of federally insured limits. The Company has established guidelines relative to diversification and maturities to maintain safety and liquidity. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit risk related to these instruments. |
Cash, Cash Equivalents, and Restricted Cash | (E) Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Restricted cash classified as a current asset consists of legally restricted non-interest Cash as reported in the condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the condensed consolidated balance sheets as follows (in thousands): June 30, 2021 March 31, 2021 Cash and cash equivalents $ 1,996,733 $ 2,055,044 Restricted cash 11,644 86,632 Cash, cash equivalents and restricted cash $ 2,008,377 $ 2,141,676 |
Contingencies | (F) Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses any litigation or other claims it may confront to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. |
Investments | (G) Investments For investments in entities over which the Company has significant influence but do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company applies the equity method of accounting with the Company’s share of the underlying income or loss of such entities reported in “Other (income) expense, net” on the condensed consolidated statements of operations. The Company applies the equity method to investments in common stock and to other investments in entities that have risk and reward characteristics that are substantially similar to an investment in the investee’s common stock. Investments in equity securities may also be accounted for using (i) the fair value option if elected, (ii) fair value through earnings if fair value is readily determinable or (iii) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment and observable price changes, as applicable. The election to use the measurement alternative is made for each eligible investment. The Company has elected the fair value option to account for certain investments over which the Company has significant influence. The Company believes the fair value option best reflects the underlying economics of the investment. See Note 3, “Investments.” |
Research and Development Expenses | (H) Research and Development Expenses Research and development (“R&D”) costs are expensed as incurred. Preclinical and clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review level effort with regulatory Company The Company evaluates in-licensed in-process in-licensed |
Fair Value Measurements | (I) Fair Value Measurements The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy for financial instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations • Level 2-Valuations • Level 3-Valuations To the extent the 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 in 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 Company’s financial instruments include shares of common stock of Arbutus Biopharma Corporation (“Arbutus”); shares of Arbutus’s Series A participating convertible preferred shares (“Arbutus Preferred Shares”); shares of common stock of Sio Gene Therapies Inc. (“Sio”); liability instruments issued; deferred consideration liability; its investments in other entities; cash and cash equivalents consisting of money market funds; accounts payable; and long-term debt. The shares of Arbutus and Sio common stock and investments in common stock with a readily determinable fair value are classified as Level 1, and their fair value is determined based upon quoted market prices in an active market. The Arbutus Preferred Shares held by the Company are classified as Level 2 as the fair value of such preferred shares is determined based upon the quoted market price of Arbutus common stock into which such preferred shares are convertible. The liability instruments issued are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. Cash, accounts payable, and deferred consideration liability are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. The deferred consideration liability is based on a fixed monetary amount, and payment is based solely on the passage of time. Money market funds are included in Level-1 |
Recently Adopted Accounting Pronouncements | (J) Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): No. 2020-06”). No. 2020-06 No. 2020-06 No. 2020-06 No. 2020-06 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Aggregate Amounts of Cash, Cash Equivalents, and Restricted Cash | Cash as reported in the condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the condensed consolidated balance sheets as follows (in thousands): June 30, 2021 March 31, 2021 Cash and cash equivalents $ 1,996,733 $ 2,055,044 Restricted cash 11,644 86,632 Cash, cash equivalents and restricted cash $ 2,008,377 $ 2,141,676 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Current Assets | Other current assets at June 30, 2021 and March 31, 2021 consisted of the following (in thousands): June 30, 2021 March 31, 2021 Prepaid expenses $ 44,941 $ 39,544 Trade receivables, net 3,416 11,222 Income tax receivable 1,993 1,803 Other 7,815 1,681 Total other current assets $ 58,165 $ 54,250 |
Schedule of Accrued Expenses | Accrued expenses at June 30, 2021 and March 31, 2021 consisted of the following (in thousands): June 30, 2021 March 31, 2021 Research and development expenses $ 28,347 $ 20,755 Compensation-related expenses 15,242 38,552 Professional services expenses 16,489 10,267 Other general and administrative expenses 13,710 7,362 Total accrued expenses $ 73,788 $ 76,936 |
Schedule of Other Current Liabilities | Other current liabilities at June 30, 2021 and March 31, 2021 consisted of the following (in thousands): June 30, 2021 March 31, 2021 Deferred revenue $ 3,777 $ 5,918 Income tax payable 199 207 Other 4,325 3,037 Total other current liabilities $ 8,301 $ 9,162 |
Long Term Debt and Loan Commi_2
Long Term Debt and Loan Commitment (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | Long-term debt, net consists of the following (in thousands): June 30, 2021 March 31, 2021 Principal amount $ 195,200 $ 170,100 Exit fee / end of term charge 5,000 1,390 Less: unamortized debt discount and issuance costs (13,850 ) (1,210 ) Total debt, net 186,350 170,280 Less: current portion — — Total long-term debt, net $ 186,350 $ 170,280 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Summary of Stock Option Activity | A summary of stock option activity and data under the RSL 2015 EIP for the three months ended June 30, 2021 is as follows: Number of Stock Weighted Average Stock options outstanding at March 31, 2021 9,389,371 $ 26.61 Granted 3,798,605 $ 29.26 Forfeited (106,428 ) $ 30.27 Stock options outstanding at June 30, 2021 13,081,548 $ 27.35 |
Summary of Restricted Stock Units | A summary of restricted stock units under the RSL 2015 EIP is as follows: Number of Non-vested 2,292,738 Granted 5,939,340 Forfeited (119,285 ) Non-vested 8,112,793 |
Summary of Share-Based Compensation Expense | Share-based compensation expense was as follows (in thousands): Three Months Ended June 30, 2021 2020 Share-based compensation expense recognized as: R&D expenses $ 1,615 $ 1,119 G&A expenses 17,654 13,159 Total $ 19,269 $ 14,278 |
Performance Options [Member] | |
Summary of Stock Option Activity | A summary of Performance Option activity and data under the RSL 2015 EIP for the three months ended June 30, 2021 is as follows: Number of Weighted Performance Options outstanding at March 31, 2021 14,425,663 $ 38.93 Granted — $ — Forfeited — $ — Performance Options outstanding at June 30, 2021 14,425,663 $ 38.93 |
CVARs [Member] | |
Summary of Restricted Stock Units | A summary of CVARs under the RSL 2015 EIP is as follows: Number of Non-vested 11,088,658 Granted — Forfeited — Non-vested 11,088,658 |
Performance RSU [Member] | |
Summary of Restricted Stock Units | A summary of Performance RSU activity under the pRSU Plan is as follows: Number of Non-vested 200,000 Granted — Forfeited — Non-vested 200,000 |
RSL Common Share Award | |
Summary of Stock Option Activity | A summary of RSL restricted common stock activity as of June 30, 2021 is as follows: Number of Non-vested 587,824 Granted — Forfeited — Non-vested 587,824 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and March 31, 2021, by level, within the fair value hierarchy (in thousands): As of June 30, 2021 As of March 31, 2021 Level 1 Level 2 Level 3 Balance as Level 1 Level 2 Level 3 Balance as Assets: Money market funds $ 1,340,662 $ — $ — $ 1,340,662 $ 1,420,597 $ — $ — $ 1,420,597 Investment in Sio common shares 50,716 — — 50,716 48,487 — — 48,487 Investment in Arbutus common shares 48,521 — — 48,521 53,325 — — 53,325 Investment in Arbutus convertible preferred shares — 69,187 — 69,187 — 76,037 — 76,037 Other investment 11,935 — — 11,935 11,129 — — 11,129 Total assets at fair value $ 1,451,834 $ 69,187 $ — $ 1,521,021 $ 1,533,538 $ 76,037 $ — $ 1,609,575 Liabilities: Debt issued by Dermavant to NovaQuest $ — $ — $ 155,200 $ 155,200 $ — $ — $ 150,100 $ 150,100 Liability instruments measured at fair value — — 5,906 5,906 — — 67,893 67,893 Total liabilities at fair value $ — $ — $ 161,106 $ 161,106 $ — $ — $ 217,993 $ 217,993 |
Schedule of change in the fair value of the derivative warrant liabilities | The changes in fair value of the Level 3 liabilities during the three months ended June 30, 2021 and 2020 were as follows (in thousands): Balance at March 31, 2020 $ 191,473 Changes in fair value of debt and liability instruments, included in net loss 17,125 Liability instruments disposed due to deconsolidation of subsidiary (3,325 ) Balance at June 30, 2020 $ 205,273 Balance at March 31, 2021 $ 217,993 Changes in fair value of debt and liability instruments, included in net loss 4,585 Termination of DSP Options (61,472 ) Balance at June 30, 2021 $ 161,106 |
Other (Income) Expense, Net (Ta
Other (Income) Expense, Net (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Summary of Other (Income) Expense, Net From Continuing Operations | Other (income) expense, net was as follows (in thousands): Three Months Ended June 30, 2021 2020 Loss from equity method investment $ — $ 3,750 Interest income (71 ) (621 ) Interest expense 2,513 791 Other income (2,576 ) (1,078 ) Total $ (134 ) $ 2,842 |
Description of Business and L_2
Description of Business and Liquidity - Additional Information (Detail) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2021USD ($)Segment | Mar. 31, 2021USD ($)Segment | Jun. 30, 2020USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of operating and reporting segments | Segment | 1 | 1 | |
Cash and cash equivalents | $ 1,996,733 | $ 2,055,044 | |
Accumulated deficit | (2,000,645) | $ (1,918,462) | |
Net loss | $ (101,078) | $ (7,977) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2021 | Mar. 31, 2021 |
Schedule Of Accounting Policies [Line Items] | ||
Escrowed deposit | $ 75 | |
Proceeds from release of escrow deposit | $ 75 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Aggregate Amounts of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 1,996,733 | $ 2,055,044 |
Restricted cash | 11,644 | 86,632 |
Cash, cash equivalents and restricted cash | $ 2,008,377 | $ 2,141,676 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 29, 2017 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jul. 31, 2020 | Apr. 30, 2020 |
Investments [Line Items] | ||||||
Common stock Owned, Balance, Shares of Arbutus | 16,013,540 | 16,013,540 | ||||
Preferred stock Owned, Balance, Shares of Arbutus | 1,164,000 | 1,164,000 | ||||
Aggregate fair value investment | $ 180,359 | $ 188,978 | ||||
Carrying value of long-term investment | 100,563 | 100,563 | ||||
Other Investments [Member] | ||||||
Investments [Line Items] | ||||||
Aggregate fair value investment | $ 11,900 | $ 11,100 | ||||
Arbutus Biopharma Corporation [Member] | ||||||
Investments [Line Items] | ||||||
Premium on the conversion price, percentage | 15.00% | |||||
Annual compounded conversion rate for preferred share | 8.75% | 8.75% | ||||
Conversion price | $ 7.13 | $ 7.13 | ||||
Closing price | $ 6.20 | |||||
Aggregate fair value investment | $ 117,700 | $ 129,400 | ||||
Unrealized gain (loss) on investments | $ (11,700) | $ 31,500 | ||||
Closing price of common stock | $ 3.03 | $ 3.33 | ||||
Equity method investment ownership percentage | 32.00% | |||||
Sio Gene Therapies Inc [Member] | ||||||
Investments [Line Items] | ||||||
Ownership interest, percentage | 27.00% | |||||
Aggregate fair value investment | $ 50,700 | $ 48,500 | ||||
Unrealized gain (loss) on investments | $ 2,200 | 7,100 | ||||
Closing price of common stock | $ 2.73 | $ 2.61 | ||||
Datavant Holdings, Inc [Member] | ||||||
Investments [Line Items] | ||||||
Aggregate fair value investment | $ 99,000 | |||||
Preferred stock issued and sold | 639,140 | |||||
Gain on deconsolidation | $ 86,500 | |||||
Carrying value of long-term investment | $ 100,600 | $ 100,600 | ||||
Datavant Holdings, Inc [Member] | Series B Preferred Stock [Member] | ||||||
Investments [Line Items] | ||||||
Preferred stock issued and sold | 13,411,311 | |||||
Gross proceeds from issuance of stock | $ 27,200 | |||||
Preferred stock issued and sold | 1,065,234 | |||||
Total purchase price | $ 2,500 | |||||
Issued relating to the conversion of certain liability instruments | 1,800,253 |
Sumitomo Transaction Agreement
Sumitomo Transaction Agreement - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | May 31, 2021 | Dec. 31, 2019 |
Transaction Agreement [Line Items] | |||||
Escrow amount | $ 75,000 | ||||
Restricted cash | $ 86,632 | $ 11,644 | |||
Gain on termination of Sumitomo Options | 66,472 | $ 0 | |||
Transition Services And Strategic Cooperation Agreement [Member] | |||||
Transaction Agreement [Line Items] | |||||
Transition and cooperation agreement billed amount,Net of amounts billed by sumitovant | 300 | $ 400 | |||
Asset Purchase Agreement [Member] | |||||
Transaction Agreement [Line Items] | |||||
Consideration received in cash | $ 5,000 | ||||
Gain on termination of Sumitomo Options | 66,500 | ||||
Sumitomo [Member] | |||||
Transaction Agreement [Line Items] | |||||
Percentage of granted option to purchase ownership interest | 75.00% | ||||
Number of shares transferred | 26,952,143 | ||||
Escrow amount | $ 75,000 | ||||
Restricted cash | 75,000 | ||||
Sale Of Stock Consideration Cash Received On Transaction | $ 2,900,000 | ||||
Stock offer to repurchase during period value of the proceeds received from transaction agreement | $ 1,000,000 | ||||
Sumitomo [Member] | Employee [Member] | |||||
Transaction Agreement [Line Items] | |||||
Outstanding instruments vest based on the achievement of time-based, performance or liquidity event requirements | 1,863,451 | 1,873,480 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid expenses | $ 44,941 | $ 39,544 |
Trade receivables, net | 3,416 | 11,222 |
Income tax receivable | 1,993 | 1,803 |
Other | 7,815 | 1,681 |
Total other current assets | $ 58,165 | $ 54,250 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 |
Balance Sheet Components [Line Items] | ||
Total accrued expenses | $ 73,788 | $ 76,936 |
R&D Expenses [Member] | ||
Balance Sheet Components [Line Items] | ||
Total accrued expenses | 28,347 | 20,755 |
Employee Related Expenses [Member] | ||
Balance Sheet Components [Line Items] | ||
Total accrued expenses | 15,242 | 38,552 |
Professional Services Expenses [Member] | ||
Balance Sheet Components [Line Items] | ||
Total accrued expenses | 16,489 | 10,267 |
Other General and Administrative Expenses [Member] | ||
Balance Sheet Components [Line Items] | ||
Total accrued expenses | $ 13,710 | $ 7,362 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred revenue | $ 3,777 | $ 5,918 |
Income tax payable | 199 | 207 |
Other | 4,325 | 3,037 |
Total other current liabilities | $ 8,301 | $ 9,162 |
Long-Term Debt and Loan Commitm
Long-Term Debt and Loan Commitment - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2021 |
Long-term Debt, Unclassified [Abstract] | |||
Principal amount | $ 195,200 | $ 170,100 | |
Exit fee / end of term charge | 5,000 | $ 5,000 | 1,390 |
Less: unamortized debt discount and issuance costs | (13,850) | (1,210) | |
Total debt, net | 186,350 | 170,280 | |
Less: current portion | 0 | 0 | |
Total long term debt, net | $ 186,350 | $ 170,280 |
Long-Term Debt and Loan Commi_2
Long-Term Debt and Loan Commitment - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 01, 2021 | May 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | May 31, 2019 | Oct. 31, 2018 | Aug. 31, 2018 |
Debt Instrument [Line Items] | |||||||
Debt principal amount | $ 20,000 | ||||||
Debt interest rate | 9.95% | ||||||
Debt Instrument, Fee Amount | $ 4,000 | $ 1,400 | |||||
Debt Instrument Exit Fee And End Of Term Charge | $ 5,000 | $ 5,000 | $ 1,390 | ||||
Proceeds from credit facility | $ 40,000 | ||||||
Interest rate | 10.00% | ||||||
Debt Instrument, Term | 5 years | ||||||
Class of warrants or rights number of shares called by each warrant or right | 1,199,072 | ||||||
Class of Warrant or Right, Exercise Price per share | $ 0.01 | ||||||
Revenue Interest Purchase and Sale Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Securities Purchased under Agreements to Resell | $ 160,000 | ||||||
Minimum Amount of Annual Net Sales To Qualify Under Revenue Interest Purchase Agreement, Contingent Threshold | $ 160,000 | ||||||
Prime Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 4.45% | ||||||
NovaQuest Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt principal amount | $ 17,500 | $ 100,000 | |||||
Debt fair value | $ 155,200 | $ 150,100 | |||||
NovaQuest Agreement [Member] | Regulatory Milestone [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum amount required milestone payments | 440,600 | ||||||
Possible offset of regulatory milestone payments with commercial milestone | 88,100 | ||||||
NovaQuest Agreement [Member] | Commercial Milestone [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum amount required milestone payments | $ 141,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 19,269,000 | $ 14,278,000 |
Performance RSU [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 0 | 0 |
RSL Common Share Award | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 800,000 | |
2015 EIP [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common shares reserved for future issuance | 22,800,000 | |
Common shares available for grant | 786,125 | |
2015 EIP [Member] | Special Reserve [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common shares reserved for performance options and capped value appreciation rights | 26,558,238 | |
Common shares available for grant | 0 | |
2015 EIP [Member] | RSUs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 0 | 0 |
2015 EIP [Member] | Performance Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 0 | 0 |
2015 EIP [Member] | CVARs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 0 | 0 |
2015 EIP [Member] | Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 10,300,000 | 7,800,000 |
Subsidiary EIPs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 8,200,000 | $ 6,500,000 |
Grant vesting period | 4 years | |
Grant contractual term | 10 years | |
pRSU Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common shares reserved for future issuance | 200,000 | |
Grant expiration period | 8 years |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Detail) - Stock Option [Member] - 2015 EIP [Member] | 3 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding at March 31, 2021 | shares | 9,389,371 |
Options Granted | shares | 3,798,605 |
Options Forfeited | shares | (106,428) |
Stock options outstanding at June 30, 2021 | shares | 13,081,548 |
Weighted average exercise price, Beginning balance | $ / shares | $ 26.61 |
Weighted average exercise price, Granted | $ / shares | 29.26 |
Weighted average exercise price, Forfeited | $ / shares | 30.27 |
Weighted average exercise price, Ending balance | $ / shares | $ 27.35 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Restricted Stock Units (Detail) - RSUs [Member] - 2015 EIP [Member] | 3 Months Ended |
Jun. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, beginning | 2,292,738 |
Granted | 5,939,340 |
Forfeited | (119,285) |
Non-vested balance, ending | 8,112,793 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Performance Options Activity (Detail) - Performance Options [Member] - 2015 EIP [Member] | 3 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options outstanding at March 31, 2021 | shares | 14,425,663 |
Options Granted | shares | 0 |
Options Forfeited | shares | 0 |
Stock options outstanding at June 30, 2021 | shares | 14,425,663 |
Weighted average exercise price, Beginning balance | $ / shares | $ 38.93 |
Weighted average exercise price, Granted | $ / shares | 0 |
Weighted average exercise price, Forfeited | $ / shares | 0 |
Weighted average exercise price, Ending balance | $ / shares | $ 38.93 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Capped Value Appreciation Rights (Detail) - CVARs [Member] - 2015 EIP [Member] | 3 Months Ended |
Jun. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, beginning | 11,088,658 |
Granted | 0 |
Forfeited | 0 |
Non-vested balance, ending | 11,088,658 |
Share-Based Compensation - Su_5
Share-Based Compensation - Summary of Performance Restricted Stock Units (Detail) - Performance RSU [Member] - pRSU Plan [Member] | 3 Months Ended |
Jun. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, beginning | 200,000 |
Units Granted | 0 |
Units Forfeited | 0 |
Non-vested balance, ending | 200,000 |
Share-Based Compensation - Su_6
Share-Based Compensation - Summary of Common Share Award Activity (Detail) - RSL Common Share Award | 3 Months Ended |
Jun. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested balance, beginning | 587,824 |
Granted | 0 |
Forfeited | 0 |
Non-vested balance, ending | 587,824 |
Share-Based Compensation - Su_7
Share-Based Compensation - Summary of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 19,269 | $ 14,278 |
R&D Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 1,615 | 1,119 |
G&A Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 17,654 | $ 13,159 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Line Items] | ||
Effective tax rate | (0.10%) | (18.10%) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | $ 180,359 | $ 188,978 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 1,521,021 | 1,609,575 |
Debt issued by Dermavant to NovaQuest | 155,200 | 150,100 |
Liability instruments measured at fair value | 5,906 | 67,893 |
Total liabilities at fair value | 161,106 | 217,993 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 1,451,834 | 1,533,538 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in Trust Account | 69,187 | 76,037 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt issued by Dermavant to NovaQuest | 155,200 | 150,100 |
Liability instruments measured at fair value | 5,906 | 67,893 |
Total liabilities at fair value | 161,106 | 217,993 |
Money Market Funds [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 1,340,662 | 1,420,597 |
Money Market Funds [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 1,340,662 | 1,420,597 |
Other Investment [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 11,935 | 11,129 |
Other Investment [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 11,935 | 11,129 |
Sio Gene Therapies Inc [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 50,700 | 48,500 |
Sio Gene Therapies Inc [Member] | Common Stock [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 50,716 | 48,487 |
Sio Gene Therapies Inc [Member] | Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 50,716 | 48,487 |
Arbutus Biopharma Corporation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 117,700 | 129,400 |
Arbutus Biopharma Corporation [Member] | Common Stock [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 48,521 | 53,325 |
Arbutus Biopharma Corporation [Member] | Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 48,521 | 53,325 |
Arbutus Biopharma Corporation [Member] | Convertible Preferred Stock [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | 69,187 | 76,037 |
Arbutus Biopharma Corporation [Member] | Convertible Preferred Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment | $ 69,187 | $ 76,037 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) |
Fair Value Disclosures [Line Items] | ||
Fair value of options | $ 62.4 | $ 61.5 |
Minimum | Measurement Input, Discount Rate [Member] | ||
Fair Value Disclosures [Line Items] | ||
Discount rate | 0.11 | |
Maximum | Measurement Input, Discount Rate [Member] | ||
Fair Value Disclosures [Line Items] | ||
Discount rate | 0.12 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Derivative Warrant Liabilities (Detail) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Balance at beginning of period | $ 217,993 | $ 191,473 |
Changes in fair value of debt and liability instruments, included in net loss | 4,585 | 17,125 |
Termination of DSP Options | (61,472) | |
Liability instruments disposed due to deconsolidation of subsidiary | (3,325) | |
Balance at end of period | $ 161,106 | $ 205,273 |
Other (Income) Expense, Net - S
Other (Income) Expense, Net - Summary of Other (Income) Expense, Net From Continuing Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Other (income) expense [Abstract] | ||
Loss from equity method investment | $ 0 | $ 3,750 |
Interest income | (71) | (621) |
Interest expense | 2,513 | 791 |
Other income | (2,576) | (1,078) |
Total | $ (134) | $ 2,842 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | ||
Jul. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Subscription receivable | $ 100,000 | $ 100,000 | |
ProteoVant Sciences, Inc [Member] | Subsequent Event [Member] | |||
Subscription receivable | $ 100,000 | ||
Equity Method Investments | $ 200,000 | ||
Equity Method Investment, Ownership Percentage | 40.00% | ||
Datavant [Member] | Subsequent Event [Member] | |||
Business combination, consideration transferred | $ 320,000 |