Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39329 | |
Entity Registrant Name | Royalty Pharma plc | |
Entity Incorporation, State or Country Code | X0 | |
Entity Tax Identification Number | 98-1535773 | |
Entity Address, Address Line One | 110 East 59th Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 212 | |
Local Phone Number | 883-0200 | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 | |
Trading Symbol | RPRX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001802768 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 435,316,420 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 171,861,661 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 1,791,517 | $ 1,541,048 |
Marketable securities | 484,221 | 581,872 |
Financial royalty assets | 570,684 | 614,351 |
Accrued royalty receivable | 51,190 | 53,286 |
Available for sale debt securities | 64,800 | 66,000 |
Other royalty income receivable | 14,618 | 15,023 |
Other current assets | 5,388 | 6,631 |
Total current assets | 2,982,418 | 2,878,211 |
Financial royalty assets, net | 13,467,211 | 13,718,245 |
Intangible royalty assets, net | 0 | 5,670 |
Equity securities | 267,638 | 269,800 |
Available for sale debt securities | 239,600 | 204,400 |
Equity method investments | 418,151 | 435,394 |
Other assets | 3,870 | 4,145 |
Total assets | 17,378,888 | 17,515,865 |
Current liabilities | ||
Distributions payable to non-controlling interests | 116,010 | 107,934 |
Accounts payable and accrued expenses | 6,662 | 5,620 |
Interest payable | 13,199 | 57,696 |
Total current liabilities | 135,871 | 171,250 |
Long-term debt | 7,101,138 | 7,096,070 |
Total liabilities | 7,237,009 | 7,267,320 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Deferred shares, $0.000001 par value; 363,521 and 361,170 issued and outstanding, respectively | 0 | 0 |
Additional paid-in capital | 3,543,204 | 3,507,533 |
Retained earnings | 2,224,677 | 2,255,179 |
Non-controlling interests | 4,364,324 | 4,471,951 |
Accumulated other comprehensive income | 12,304 | 16,491 |
Treasury interests | (2,736) | (2,715) |
Total shareholders’ equity | 10,141,879 | 10,248,545 |
Total liabilities and shareholders’ equity | 17,378,888 | 17,515,865 |
Common Class A | ||
Shareholders’ equity | ||
Common stock | 43 | 43 |
Common Class B | ||
Shareholders’ equity | ||
Common stock | 0 | 0 |
Class R Redeemable Stock | ||
Shareholders’ equity | ||
Common stock | $ 63 | $ 63 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) shares in Thousands | Mar. 31, 2022$ / sharesshares | Mar. 31, 2022£ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2021£ / sharesshares |
Deferred stock, par value (in dollars per share) | $ / shares | $ 0.000001 | $ 0.000001 | ||
Deferred stock, issued (in shares) | 363,521 | 363,521 | 361,170 | 361,170 |
Deferred stock, outstanding (in shares) | 363,521 | 363,521 | 361,170 | 361,170 |
Common Class A | ||||
Common stock, par value (in dollars/pounds per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, issued (in shares) | 435,316 | 435,316 | 432,963 | 432,963 |
Common stock, outstanding (in shares) | 435,316 | 435,316 | 432,963 | 432,963 |
Common Class B | ||||
Common stock, par value (in dollars/pounds per share) | $ / shares | $ 0.000001 | $ 0.000001 | ||
Common stock, issued (in shares) | 171,862 | 171,862 | 174,213 | 174,213 |
Common stock, outstanding (in shares) | 171,862 | 171,862 | 174,213 | 174,213 |
Class R Redeemable Stock | ||||
Common stock, par value (in dollars/pounds per share) | £ / shares | £ 1 | £ 1 | ||
Common stock, issued (in shares) | 50 | 50 | 50 | 50 |
Common stock, outstanding (in shares) | 50 | 50 | 50 | 50 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | $ 562,049 | $ 573,027 |
Operating expenses | ||
Provision for changes in expected cash flows from financial royalty assets | 184,621 | 292,262 |
Research and development funding expense | 100,500 | 2,641 |
Amortization of intangible assets | 5,670 | 5,671 |
General and administrative expenses | 51,540 | 43,156 |
Total operating expenses, net | 342,331 | 343,730 |
Operating income | 219,718 | 229,297 |
Other (income)/expense | ||
Equity in (earnings)/losses of equity method investees | (397) | 1,918 |
Interest expense | 47,063 | 37,415 |
Losses on derivative financial instruments | 0 | 2,555 |
Losses on equity securities | 36,162 | 54,186 |
Unrealized losses/(gains) on available for sale debt securities | 16,579 | (9,115) |
Interest income | (9,529) | (16,598) |
Other non-operating expense/(income), net | 1,757 | (43) |
Total other expenses, net | 91,635 | 70,318 |
Consolidated net income before tax | 128,083 | 158,979 |
Income tax expense | 0 | 0 |
Consolidated net income | 128,083 | 158,979 |
Net income attributable to non-controlling interests | 76,322 | 89,860 |
Net income attributable to Royalty Pharma plc | $ 51,761 | $ 69,119 |
Earnings per Class A ordinary share: | ||
Basic (in dollars per share) | $ 0.12 | $ 0.18 |
Diluted (in dollars per share) | $ 0.12 | $ 0.18 |
Weighted average Class A ordinary shares outstanding: | ||
Basic (in shares) | 433,956 | 389,760 |
Diluted (in shares) | 607,201 | 607,148 |
Financial Royalty Assets | ||
Revenues | $ 511,523 | $ 529,625 |
Intangible Royalty Assets | ||
Revenues | 33,586 | 36,061 |
Royalty Income, Other | ||
Revenues | $ 16,940 | $ 7,341 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 128,083 | $ 158,979 |
Changes in other comprehensive income/(loss): | ||
Reclassification of loss on interest rate swaps | ||
Unrealized gains on available for sale debt securities | 1,625 | 5,125 |
Reclassification of unrealized gains on available for sale debt securities | (8,954) | (15,491) |
Total other comprehensive losses | (7,329) | (10,366) |
Comprehensive income | 120,754 | 148,613 |
Comprehensive income attributable to non-controlling interests | 73,310 | 84,979 |
Comprehensive income attributable to Royalty Pharma plc | $ 47,444 | $ 63,634 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Class R Redeemable Stock | Common StockCommon Class A | Common StockCommon Class B | Common StockClass R Redeemable Stock | Deferred Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income | Non-Controlling Interests | Treasury Interests |
Beginning balance (in shares) at Dec. 31, 2020 | 388,135 | 218,976 | 50 | 316,407 | |||||||
Beginning balance at Dec. 31, 2020 | $ 9,895,815 | $ 39 | $ 0 | $ 63 | $ 0 | $ 2,865,964 | $ 1,920,635 | $ 34,395 | $ 5,077,036 | $ (2,317) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Contributions | 3,253 | 3,253 | |||||||||
Distributions | (145,378) | (145,378) | |||||||||
Dividends | (65,983) | (65,983) | |||||||||
Other exchanges (in shares) | 4,721 | (4,721) | 4,721 | ||||||||
Other exchanges | 0 | 64,572 | 542 | (65,072) | (42) | ||||||
Share-based compensation and related issuances of Class A ordinary shares (in shares) | 1 | ||||||||||
Share-based compensation and related issuances of Class A ordinary shares | 713 | 713 | |||||||||
Net income (loss) | 158,979 | 69,119 | 89,860 | ||||||||
Unrealized gains on available for sale debt securities | 5,125 | 2,712 | 2,413 | ||||||||
Reclassification of unrealized gains on available for sale debt securities | (15,491) | (8,197) | (7,294) | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | 392,857 | 214,255 | 50 | 321,128 | |||||||
Ending balance at Mar. 31, 2021 | 9,837,033 | $ 39 | $ 0 | $ 63 | $ 0 | 2,931,249 | 1,923,771 | 29,452 | 4,954,818 | (2,359) | |
Beginning balance (in shares) at Dec. 31, 2021 | 432,963 | 174,213 | 50 | 361,170 | |||||||
Beginning balance at Dec. 31, 2021 | 10,248,545 | $ 43 | $ 0 | $ 63 | $ 0 | 3,507,533 | 2,255,179 | 16,491 | 4,471,951 | (2,715) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Contributions | 3,323 | 3,323 | |||||||||
Distributions | (148,976) | (148,976) | |||||||||
Dividends | (82,263) | (82,263) | |||||||||
Other exchanges (in shares) | 2,351 | (2,351) | 2,351 | ||||||||
Other exchanges | 0 | 35,175 | 130 | (35,284) | (21) | ||||||
Share-based compensation and related issuances of Class A ordinary shares (in shares) | 2 | ||||||||||
Share-based compensation and related issuances of Class A ordinary shares | 496 | 496 | |||||||||
Net income (loss) | 128,083 | 51,761 | 76,322 | ||||||||
Unrealized gains on available for sale debt securities | 1,625 | 957 | 668 | ||||||||
Reclassification of unrealized gains on available for sale debt securities | (8,954) | (5,274) | (3,680) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 50 | 435,316 | 171,862 | 50 | 363,521 | ||||||
Ending balance at Mar. 31, 2022 | $ 10,141,879 | $ 43 | $ 0 | $ 63 | $ 0 | $ 3,543,204 | $ 2,224,677 | $ 12,304 | $ 4,364,324 | $ (2,736) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Dividends declared and paid (in dollars per share) | $ 0.19 | $ 0.17 |
Common Class A | ||
Dividends declared and paid (in dollars per share) | $ 0.19 | $ 0.17 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Cash collections from financial royalty assets | $ 621,689 | $ 573,946 |
Cash collections from intangible royalty assets | 35,682 | 35,761 |
Other royalty cash collections | 17,345 | 6,821 |
Distributions from equity method investees | 20,690 | 17,325 |
Interest received | 482 | 1,548 |
Development-stage funding payments - ongoing | (500) | (2,641) |
Development-stage funding payments - upfront and milestones | (100,000) | 0 |
Payments for operating and professional costs | (48,902) | (42,160) |
Interest paid | (86,216) | (64,500) |
Net cash provided by operating activities | 460,270 | 526,100 |
Cash flows from investing activities: | ||
Investments in equity method investees | (3,050) | (8,714) |
Purchases of equity securities | (34,000) | 0 |
Purchases of available for sale debt securities | (64,579) | (17,585) |
Proceeds from available for sale debt securities | 15,625 | 15,625 |
Purchases of marketable securities | (177,354) | (505,339) |
Proceeds from sales and maturities of marketable securities | 274,608 | 419,783 |
Acquisitions of financial royalty assets | (85) | (503,070) |
Net cash provided by/(used in) investing activities | 11,165 | (599,300) |
Cash flows from financing activities: | ||
Distributions to non-controlling interests | (106,385) | (125,721) |
Distributions to non-controlling interests- other | (34,515) | (37,183) |
Dividends to shareholders | (82,263) | (65,983) |
Contributions from non-controlling interests- R&D | 624 | 1,997 |
Contributions from non-controlling interests- other | 1,573 | 220 |
Net cash used in financing activities | (220,966) | (226,670) |
Net change in cash and cash equivalents | 250,469 | (299,870) |
Cash and cash equivalents, beginning of period | 1,541,048 | 1,008,680 |
Cash and cash equivalents, end of period | $ 1,791,517 | $ 708,810 |
Organization and Purpose
Organization and Purpose | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Purpose | Organization and Purpose Royalty Pharma plc is an English public limited company incorporated under the laws of England and Wales that was created for the purpose of consolidating our predecessor entities and facilitating the initial public offering (“ IPO”) of our Class A ordinary shares that was completed in June 2020. “Royalty Pharma,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma plc and its subsidiaries on a consolidated basis. We are the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry. We fund innovation in the biopharmaceutical industry both directly and indirectly—directly when we partner with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when we acquire existing royalties from the original innovators. Following our IPO, we control Royalty Pharma Holdings Ltd. (“RP Holdings”), a private limited company incorporated under the laws of England and Wales and U.K. tax resident through our ownership of RP Holdings’ Class A ordinary shares (the “RP Holdings Class A Interests”) and RP Holdings’ Class B ordinary shares (the “RP Holdings Class B Interests”). The Continuing Investors Partnerships (defined below) have a non-controlling interest in RP Holdings through their ownership of RP Holdings Class B Interests. We conduct our business through RP Holdings and its subsidiaries. RP Holdings is the sole owner of Royalty Pharma Investments 2019 ICAV (“RPI 2019 ICAV”), which is an Irish collective asset management entity formed to facilitate our Exchange Offer Transactions (defined below), and is the successor to Royalty Pharma Investments, an Irish unit trust (“Old RPI”), for accounting and financial reporting purposes. RP Holdings is directly or indirectly owned by RPI US Partners 2019, LP, a Delaware limited partnership, RPI International Holdings 2019, LP, a Cayman Islands exempted limited partnership (together, the “Continuing Investors Partnerships”), and Royalty Pharma plc. Old RPI is a unit trust established in August 2011 under the laws of Ireland and authorized by the Central Bank of Ireland pursuant to the Unit Trusts Act, 1990. Prior to the Exchange Offer Transactions, Old RPI was owned by various partnerships (the “Legacy Investors Partnerships”). RP Management, LLC (the “Manager”), a Delaware limited liability company, is an external adviser responsible for our management, including our day-to-day operations. Prior to, and as a condition precedent to the closing of the IPO, we executed a new management agreement with the Manager (the “Management Agreement”). Exchange Offer Transactions In connection with our IPO, we consummated an exchange offer on February 11, 2020. Through the exchange offer, investors representing 82% of the aggregate limited partnership in the Legacy Investors Partnerships exchanged their limited partnership interests in the Legacy Investors Partnerships for limited partnership interests in the Continuing Investors Partnerships. The exchange offer transaction together with (i) the concurrent incurrence of indebtedness under senior secured credit facilities and (ii) the issuance of additional interests in Continuing Investors Partnerships to satisfy performance payments payable in respect of assets acquired prior to the date of the IPO are referred to as the “Exchange Offer Transactions”. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Preparation and Use of Estimates The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all adjustments considered necessary to present fairly the results of the interim periods have been included and consist only of normal and recurring adjustments. Certain information and footnote disclosures have been condensed or omitted as permitted under GAAP. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021, included in our Annual Report on Form 10-K. The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of income, revenues and expenses during the reporting period. Actual results may differ from those estimates. The results for the interim periods are not necessarily indicative of results for the full year. As the United States and global economies have begun to recover from the COVID-19 pandemic with many health and safety restrictions lifted and increased vaccine distribution, we continue to monitor the impact from the COVID-19 pandemic on our operational and financial performance. To date, certain marketers have commented that the performance of products on which we own royalties have been impacted by the COVID-19 pandemic. However, the COVID-19 pandemic has not resulted in a material effect to our results of operations and liquidity and we do not believe it is reasonably likely to in the future. Basis of Consolidation The unaudited condensed consolidated financial statements include the accounts of Royalty Pharma and all majority-owned and controlled subsidiaries, as well as variable interest entities, where we are the primary beneficiary. We consolidate based upon evaluation of our power, through voting rights or similar rights, to direct the activities of another entity that most significantly impact the entity’s economic performance. For consolidated entities where we own or are exposed to less than 100% of the economics, we record Net income attributable to non-controlling interests in our unaudited condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties. We report non-controlling interests related to the portion of ownership interests of consolidated subsidiaries not owned by us which are attributable to: (1) the Legacy Investors Partnerships’ ownership of approximately 18% in Old RPI, (2) the Continuing Investors Partnerships’ ownership in RP Holdings through their ownership of the RP Holdings Class B Interests, (3) a de minimis interest in RPCT held by RPSFT and (4) RPI EPA Holdings, LP’s (“EPA Holdings”) ownership of the RP Holdings’ Class C ordinary share (the “RP Holdings Class C Special Interest”). Income will not be allocated to EPA Holdings until certain conditions are met. All intercompany transactions and balances have been eliminated in consolidation. Concentrations of Credit Risk Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, financial royalty assets and receivables. Our cash management and investment policy limits investment instruments to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds are needed for operations. Our cash and cash equivalents and marketable securities balances as of March 31, 2022 and December 31, 2021 were held with State Street and Bank of America. Our primary operating accounts significantly exceed the Federal Deposit Insurance Corporation limits. The majority of our financial royalty assets and receivables arise from contractual royalty agreements that entitle us to royalties on the sales of underlying biopharmaceutical products in the United States, Europe and the rest of the world, with concentrations of credit risk limited due to the broad range of marketers responsible for paying royalties to us and the variety of geographies from which our royalties on product sales are derived. The products in which we hold royalties are marketed by leading industry participants, including, among others, AbbVie, Gilead, Johnson & Johnson, Merck & Co., Pfizer, Astellas, Novartis, Biogen and Vertex. As of March 31, 2022 and December 31, 2021, Vertex, as the marketer and payor of our royalties on the cystic fibrosis franchise, accounted for 32% of our current portion of Financial royalty assets, net , and represented the largest individual marketer and payor of our royalties. We monitor the financial performance and creditworthiness of the counterparties to our royalty agreements so that we can properly assess and respond to changes in their credit profile. To date, we have not experienced any significant losses with respect to the collection of income or revenue on our royalty assets. Significant Accounting Policies |
Available for Sale Debt Securit
Available for Sale Debt Securities | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Available for Sale Debt Securities | Available for Sale Debt Securities Cytokinetics Commercial Launch Funding On January 7, 2022, we entered into a long-term funding agreement with Cytokinetics, Incorporated (“Cytokinetics”) to support further development of aficamten and potential commercialization of omecamtiv mecarbil. As part of the funding agreement, we agreed to provide up to $300 million of capital (“Cytokinetics Commercial Launch Funding”) which is available in five tranches, including an initial tranche of $50 million that was funded upon closing. Cytokinetics is required to draw $25 million if a certain contingency is met and has the option to draw the remaining $225 million upon the occurrence of certain regulatory and clinical development milestones (“Cytokinetics Funding Commitments”). Each tranche has an interest-free and payment-free period of six calendar quarters, followed by 34 calendar quarters of installment re-payments totaling 1.9 times the amount drawn. The Cytokinetics Commercial Launch Funding and the Cytokinetics Funding Commitments are recognized at fair value within Available for sale debt securities in the condensed consolidated balance sheets. We have elected the fair value option to account for the Cytokinetics Commercial Launch Funding as it most accurately reflects the nature of the funding arrangement. The unrealized change in fair value of the funded Cytokinetics Commercial Launch Funding and the Cytokinetics Funding Commitments are recorded within Unrealized losses/(gains) on available for sale debt securities on the condensed consolidated statements of operations. MorphoSys Development Funding Bonds On June 2, 2021, we announced a long-term strategic funding partnership with MorphoSys AG (“MorphoSys”) to support MorphoSys’ acquisition of Constellation Pharmaceuticals, Inc. (“Constellation”) that closed on July 15, 2021. As part of the funding agreement, we agreed to provide MorphoSys up to $350 million of capital (the “Development Funding Bonds”), which MorphoSys may draw over a one-year period from the close of its acquisition of Constellation. MorphoSys is required to draw a minimum of $150 million. Our commitment to fund at least $150 million of the Development Funding Bonds is recognized as the Development Funding Bond Forward. Once drawn, we expect to receive a return of 2.2 times the amount funded on the Development Funding Bonds payable on a quarterly basis over nine years, with the first payment beginning two years after the funding is drawn. As of March 31, 2022, MorphoSys has not drawn any amount under the Development Funding Bonds. We have elected the fair value option to account for the Development Funding Bond Forward as it most accurately reflects the nature of the instrument. The Development Funding Bond Forward is recorded within Available for sale debt securities in our condensed consolidated balance sheets. The unrealized change in fair value of the Development Funding Bond Forward is recorded within Unrealized losses/(gains) on available for sale debt securities on the condensed consolidated statements of operations. Series B Biohaven Preferred Shares On August 7, 2020, we entered into the Series B Biohaven Preferred Share Purchase Agreement (“Series B Biohaven Preferred Share Agreement”) with Biohaven Pharmaceutical Holding Company Ltd. (“Biohaven”) where we committed to acquire 3,992 shares of Series B Biohaven Preferred Shares at a price of $50,100 per preferred share (the “Commercial Launch Preferred Equity”), for a total of $200 million payable on a quarterly basis between the three months ended March 31, 2021 and the three months ended December 31, 2024. Our commitment to purchase the Series B Biohaven Preferred Shares is recognized as the Series B Forwards. Biohaven will be required to redeem the Series B Biohaven Preferred Shares in a series of equal fixed quarterly payments between the three months ended March 31, 2025 and the three months ended December 31, 2030 at a price equal to approximately 1.8 times the original purchase price of the Series B Biohaven Preferred Shares. If Biohaven effects any change of control event, then we will have the option to cause Biohaven to issue to us all unissued Series B Biohaven Preferred Shares and to redeem, in a single payment, any outstanding Series B Biohaven Preferred Shares at a price equal to approximately 1.8 times the original issue price of the Series B Biohaven Preferred Shares. Biohaven may redeem at their election, any outstanding Series B Biohaven Preferred Shares, in a single payment, at a price equal to approximately 1.8 times the original issue price for the Series B Biohaven Preferred Shares. In the three months ended March 31, 2021, we began purchasing the Series B Biohaven Preferred Shares. As of March 31, 2022, we have acquired 1,697 shares of Series B Biohaven Preferred Shares. We have elected the fair value option to account for the Series B Forwards and the Series B Biohaven Preferred Shares, which are recorded in aggregate on the condensed consolidated balance sheets as Available for sale debt securities . We believe the fair value option most accurately reflects the nature of these instruments. The unrealized change in fair value of the Series B Biohaven Preferred Shares and Series B Forwards is recorded within Unrealized losses/(gains) on available for sale debt securities on the condensed consolidated statements of operations. Series A Biohaven Preferred Shares On April 5, 2019, RPIFT funded the purchase of 2,495 Series A Biohaven Preferred Shares from Biohaven at a price of $50,100 per preferred share, for a total of $125 million. The approval of Nurtec ODT by the U.S. Food and Drug Administration (“FDA”) in February 2020 resulted in a payment due to us of two times the original purchase price of the Series A Biohaven Preferred Shares payable in equal quarterly installments beginning in the three months ended March 31, 2021 through the three months ended December 31, 2024. In the three months ended March 31, 2021, we began receiving payments from the quarterly redemption of the Series A Biohaven Preferred Shares. If Biohaven effects any change of control event, then we will have the option to cause Biohaven to redeem, in a single payment, any outstanding Series A Biohaven Preferred Shares at a price equal to two times the original purchase price of the Series A Biohaven Preferred Shares. Biohaven may redeem at their election, any outstanding Series A Biohaven Preferred Shares, in a single payment, at a price equal to two times the original purchase price. The Series A Biohaven Preferred Shares are classified as Available for sale debt securities in our condensed consolidated balance sheets. The unrealized change in the fair value of the Series A Biohaven Preferred Shares is recorded within Unrealized gains on available for sale debt securities on the condensed consolidated statements of comprehensive income. In the three months ended March 31, 2022 and 2021, $9.0 million and $15.5 million of the unrealized gains were reclassified from other comprehensive income to Interest income on the condensed consolidated statements of operations, respectively. The table below summarizes our available for sale debt securities recorded at fair value as of March 31, 2022 and December 31, 2021 (in thousands): Cost Unrealized Gains/(Losses) Fair Value Current Assets Non-Current Assets Total As of March 31, 2022 Debt securities (1) $ 271,817 $ 42,183 $ 314,000 $ 64,800 $ 249,200 $ 314,000 Forwards (2) — (1,200) (1,200) — (1,200) (1,200) Funding commitments (2) (9,400) 1,000 (8,400) — (8,400) (8,400) Total available for sale debt securities $ 262,417 $ 41,983 $ 304,400 $ 64,800 $ 239,600 $ 304,400 As of December 31, 2021 Debt securities (1) $ 204,509 $ 49,191 $ 253,700 $ 66,000 $ 187,700 $ 253,700 Forwards (2) — 16,700 16,700 — 16,700 16,700 Total available for sale debt securities $ 204,509 $ 65,891 $ 270,400 $ 66,000 $ 204,400 $ 270,400 (1) Cost for Series A Biohaven Preferred Shares represents amortized cost. Cost for Series B Biohaven Preferred Shares represents the amounts paid to purchase the instruments. The cost associated with the funded Cytokinetics Commercial Launch Funding reflects the fair value on the purchase date. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Instruments | . Fair Value Measurements and Financial Instruments Fair Value Hierarchy We determine the fair value of assets and liabilities using the fair value hierarchy, which establishes three levels of inputs that may be used to measure fair value as follows: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2: Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. • Level 3: Prices or valuation that require inputs that are both significant to the fair value measurement and unobservable. Our financial instruments consist primarily of cash and cash equivalents, marketable securities, equity securities, derivatives, available for sale debt securities and long-term debt. Cash and cash equivalents, marketable securities, equity securities, derivatives and available for sale debt securities are reported at their respective fair values in our condensed consolidated balance sheets. For financial instruments which are carried at fair value, the level in the fair value hierarchy is based on the lowest level of inputs that is significant to the fair value measurement in its entirety. Long-term debt and financial royalty assets are reported at their amortized costs in our condensed consolidated balance sheets but for which fair values are disclosed. The remaining financial instruments are reported in our condensed consolidated balance sheets at amounts that approximate current fair values. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table summarizes assets and liabilities measured at fair value on a recurring basis at the dates indicated, classified in accordance with the fair value hierarchy described above (in thousands): As of March 31, 2022 As of December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market funds $ 421,329 $ — $ — $ 421,329 $ 598,253 $ — $ — $ 598,253 Commercial paper — 56,540 — 56,540 — 13,997 — 13,997 Certificates of deposit — — — — — 40,954 — 40,954 U.S. government securities — 27,598 — 27,598 — — — — Marketable securities Commercial paper — 224,460 — 224,460 — 207,457 — 207,457 Certificates of deposit — 235,699 — 235,699 — 374,415 — 374,415 U.S. government securities — 24,062 — 24,062 — — — — Available for sale debt securities Debt securities (1) — — 64,800 64,800 — — 66,000 66,000 Total current assets $ 421,329 $ 568,359 $ 64,800 $ 1,054,488 $ 598,253 $ 636,823 $ 66,000 $ 1,301,076 Equity securities 205,100 — 62,538 267,638 226,787 — 43,013 269,800 Available for sale debt securities Debt securities (1) — — 249,200 249,200 — — 187,700 187,700 Forwards (2) — — (1,200) (1,200) — — 16,700 16,700 Funding commitments (3) — — (8,400) (8,400) — — — — Total non-current assets $ 205,100 $ — $ 302,138 $ 507,238 $ 226,787 $ — $ 247,413 $ 474,200 (1) Reflects the fair value of the Series A Biohaven Preferred Shares and Series B Biohaven Preferred Shares. As of March 31, 2022, amounts also include the fair value of the funded Cytokinetics Commercial Launch Funding. (2) Relates to our obligations to fund the acquisitions of the Series B Biohaven Preferred Shares and Development Funding Bonds. (3) Reflects the fair value of the Cytokinetics Funding Commitments. For the three months ended March 31, 2022 and 2021, we recognized losses of $36.2 million and $39.0 million, respectively, on equity securities still held as of March 31, 2022. The table presented below summarizes the change in the combined fair value (current and non-current) of Level 3 financial instruments, which relate to equity securities and available for sale debt securities, including the underlying debt securities, related forwards and funding commitments (in thousands): Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Equity Securities Debt Securities Forwards Funding Commitments Equity Securities Debt Securities Forwards Funding Commitments Balance at the beginning of the period $ 43,013 $ 253,700 $ 16,700 $ — $ — $ 214,400 $ 18,600 $ — Purchases — 64,579 — — — 17,585 — — Gains/(losses) on initial recognition (1) — 9,400 — (9,400) — — — — Gains on equity securities 19,525 — — — — — — — Unrealized gains included in other comprehensive losses (2) — 1,625 — — 5,125 — — Unrealized (losses)/gains included in earnings (3) — (1,600) (15,979) 1,000 — — 9,115 — Settlement of forwards (4) — 1,921 (1,921) — — 5,315 (5,315) — Redemption of debt securities — (15,625) — — — (15,625) — — Balance at the end of the period $ 62,538 $ 314,000 $ (1,200) $ (8,400) $ — $ 226,800 $ 22,400 $ — (1) Represents the adjustment to the purchase price to arrive at the appropriate fair value on initial recognition. (2) Recorded within Unrealized gains on available for sale debt securities in the condensed consolidated statements of comprehensive income for unrealized gains related to Series A Biohaven Preferred Shares. (3) Recorded within Unrealized losses/(gains) on available for sale debt securities in the condensed consolidated statements of operations for unrealized losses/(gains) related to Series B Biohaven Preferred Shares and Series B Forwards for the three months ended March 31, 2022 and 2021. For the three months ended March 31, 2022, amounts also reflect unrealized losses related to the Development Funding Bond Forward and unrealized gains related to the funded Cytokinetics Commercial Launch Funding and the Cytokinetics Funding Commitments. (4) Reflects the fair value attributed to the Series B Forwards that were settled simultaneously with the acquisition of the Series B Biohaven Preferred Shares, which is included in the fair value of the Series B Biohaven Preferred Shares. Valuation Inputs Below is a discussion of the valuation inputs used for financial instruments classified as Level 2 and Level 3 measurements in the fair value hierarchy. Cytokinetics Commercial Launch Funding The fair value of the funded Cytokinetics Commercial Launch Funding as of March 31, 2022 was based on probability-adjusted discounted cash flow calculations using Level 3 inputs, including an estimated risk-adjusted discount rate and the probability that there will be a change of control event, which would result in accelerated payments. Developing a risk-adjusted discount rate and assessing the probability that there will be a change of control event over the duration of the Cytokinetics Commercial Launch Funding requires significant judgement. Our estimate of the risk-adjusted discount rate could reasonably be different than the discount rate selected by a market participant in the event of a sale of the instrument, which would mean that the estimated fair value could be significantly higher or lower. Our expectation of the probability and timing of the occurrence of a change of control event could reasonably be different than the timing of an actual change of control event, and if so, would mean that the estimated fair value could be significantly higher or lower than the fair value determined by management at any particular date. The fair value of the Cytokinetics Funding Commitments as of March 31, 2022 was determined using a Monte Carlo simulation methodology that includes simulating the interest rate movements using a Geometric Brownian Motion-based pricing model. This methodology simulates the likelihood of future discount rates exceeding the counterparty’s assumed cost of debt, which would impact Cytokinetics’ decision to exercise its option to draw on each respective tranche. This methodology incorporates Level 3 fair value measurements and inputs, including an assumed interest rate volatility of 30% and an assumed risk-adjusted discount rate of 13.2%. We also assumed probabilities for the occurrence of each regulatory or clinical milestone, which impacts the availability of each future tranche of funding. Our estimate of the risk-adjusted discount rate, the interest rate volatility and the probabilities of each underlying milestone could reasonably be different than the assumptions selected by a market participant in the event of a sale of the instrument, which would mean that the estimated fair value could be significantly higher or lower. BioCryst Equity Securities In November 2021, we purchased 3,846 thousand shares of common stock in BioCryst Pharmaceuticals, Inc. (“BioCryst”), calculated based on the volume-weighted average price of BioCryst common stock over a period preceding the closing of the transaction. As part of the transaction, we are restricted from selling the common stock for six months following the close of the transaction. The fair value of the BioCryst common stock as of March 31, 2022 and December 31, 2021 was based on the closing stock price and adjusted for the transfer restriction, which was determined by calculating the value of a put option over the common stock to match the duration of the transfer restriction. This methodology incorporates Level 3 inputs, including the estimated volatility of the BioCryst common stock, which requires the use of significant judgement. Our estimated volatility could be reasonably different than the actual volatility for the common stock which would mean that the estimated fair value for the common stock could be significantly higher or lower than the fair value determined by management at any particular date. MorphoSys Development Funding Bonds The fair value of the Development Funding Bond Forward as of March 31, 2022 and December 31, 2021 was based on a discounted cash flow calculation using an estimated risk-adjusted discount rate, which is a Level 3 fair value input. Our estimate of a risk adjusted discount rate could reasonably be different than the discount rate selected by a market participant in the event of a sale of the instrument, which would mean that the estimated fair value could be significantly higher or lower. Series B Biohaven Preferred Shares The fair value of the Series B Biohaven Preferred Shares and Series B Forwards as of March 31, 2022 and December 31, 2021 were based on probability-adjusted discounted cash flow calculations using Level 3 fair value measurements and inputs, including estimated risk-adjusted discount rates and the probability that there will be a change of control event in different periods of time, which would result in accelerated payments and redemptions. Assessing the probability that there will be a change of control event over the duration of the Series B Biohaven Preferred Shares and developing a risk-adjusted discount rate requires significant judgement. Our expectation of the probability and timing of the occurrence of a change of control event could reasonably be different than the timing of an actual change of control event, and if so, would mean that the estimated fair value could be significantly higher or lower than the fair value determined by management at any particular date. Our estimate of a risk adjusted discount rate could reasonably be different than the discount rate selected by a market participant in the event of a sale of the Series B Biohaven Preferred Shares or the Series B Forwards, which would mean that the estimated fair value could be significantly higher or lower. Series A Biohaven Preferred Shares The fair value of the Series A Biohaven Preferred Shares as of March 31, 2022 and December 31, 2021 was based on the cash flows due to us from Biohaven of two times the original purchase price of the Series A Biohaven Preferred Shares payable in equal quarterly installments of $15.6 million following the FDA approval and starting one-year after FDA approval, through the three months ended December 31, 2024. The FDA approved Nurtec ODT in February 2020, at which point we became entitled to receive a fixed payment amount of $250 million payable in equal quarterly payments between the three months ended March 31, 2021 and the three months ended December 31, 2024. The fair value of the Series A Biohaven Preferred Shares as of March 31, 2022 and December 31, 2021 was calculated using probability-adjusted discounted cash flow calculations incorporating Level 3 fair value measurements and inputs, including estimated risk-adjusted discount rates and the probability of a change of control event occurring during the investment term, which would result in accelerated payments and redemptions. Assessing the probability that there will be a change of control event over a four-year time period and developing a risk-adjusted discount rate requires significant judgement. Our estimate of a risk adjusted discount rate of 10.5% and 9.5% as of March 31, 2022 and December 31, 2021, respectively, could reasonably be different than the discount rate selected by a market participant in the event of a sale of the Series A Biohaven Preferred Shares, which would mean that the estimated fair value could be significantly higher or lower. Other Financial Instruments Financial instruments whose fair values are measured on a recurring basis using Level 2 inputs primarily consist of commercial paper, certificates of deposit and U.S. government securities. We measure the fair value of these financial instruments with the help of third party pricing services that either provide quoted market prices in active markets for identical or similar securities or observable inputs for their pricing without applying significant adjustments. Financial Assets Not Measured at Fair Value Financial royalty assets are measured and carried on the condensed consolidated balance sheets at amortized cost using the effective interest method. The current portion of financial royalty assets approximates fair value. The fair value of financial royalty assets is calculated by management using the forecasted royalty payments we expect to receive based on the projected product sales for all royalty bearing products as estimated by sell-side equity research analysts’ consensus sales forecasts or, where such consensus sales forecasts are not available, management uses reasonable judgment to make assumptions about the projected product sales. These projected future royalty payments by asset along with any projected incoming or outgoing milestone payments are then discounted to a present value using appropriate individual discount rates. The fair value of our financial royalty assets is classified as Level 3 within the fair value hierarchy since it is determined based upon inputs that are both significant and unobservable. Estimated fair values based on Level 3 inputs and related carrying values for the non-current portion of our financial royalty assets as of March 31, 2022 and December 31, 2021 are presented below (in thousands): March 31, 2022 December 31, 2021 Fair Value Carrying Value, net Fair Value Carrying Value, net Financial royalty assets, net $ 18,639,293 $ 13,467,211 $ 19,047,183 $ 13,718,245 |
Financial Royalty Assets
Financial Royalty Assets | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Financial Royalty Assets | Financial Royalty AssetsFinancial royalty assets consist of contractual rights to cash flows relating to royalty payments derived from the expected sales of patent-protected biopharmaceutical products that entitle us and our subsidiaries to receive a portion of income from the sale of such products by third parties. The gross carrying value, cumulative allowance for changes in expected cash flows, exclusive of the allowance for credit losses, and net carrying value for the current and non-current portion of financial royalty assets as of March 31, 2022 and December 31, 2021 are as follows (in thousands): As of March 31, 2022 Estimated Royalty Duration (1) Gross Carrying Value Cumulative Allowance for Changes in Expected Cash Flows (Note 6) Net Carrying Value (5) Cystic fibrosis franchise 2037 (2) $ 5,328,216 $ — $ 5,328,216 Tysabri (3) 1,801,152 (30,613) 1,770,539 Imbruvica 2027-2032 1,439,186 (345,780) 1,093,406 Xtandi 2027-2028 1,081,587 (196,958) 884,629 Tremfya 2031-2032 869,596 — 869,596 Evrysdi 2030-2035 (4) 736,665 (20,797) 715,868 Other 2020-2039 4,661,059 (1,024,195) 3,636,864 Total $ 15,917,461 $ (1,618,343) $ 14,299,118 Less: Cumulative allowance for credit losses (Note 6) (261,223) Total financial royalty assets, net $ 14,037,895 (1) Dates shown represent our estimates as of the current reporting date of when a royalty will substantially end, which may depend on clinical trial results, regulatory approvals, contractual terms, commercial developments, estimates of patent expiration dates (which may include estimated patent term extensions) or other factors and may vary by geography. There can be no assurances that our royalties will expire when expected. (2) Royalty is perpetual; year shown represents Trikafta expected patent expiration and potential sales decline based on timing of potential generic entry. (3) Under terms of the agreement, RPIFT acquired a perpetual royalty on net sales of Tysabri. Management has applied an end date of 2031 for purposes of accreting income over the royalty term, which is periodically reviewed. (4) Key patents on Evrysdi in the United States expire in 2035, but our royalty will cease when aggregate royalties paid to us equal $1.3 billion. (5) The net carrying value by asset is presented before the allowance for credit losses. Refer to Note 6– Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets for additional information. As of December 31, 2021 Estimated Royalty Duration (1) Gross Carrying Value Cumulative Allowance for Changes in Expected Cash Flows (Note 6) Net Carrying Value (5) Cystic fibrosis franchise 2037 (2) $ 5,335,641 $ (48,636) $ 5,287,005 Tysabri (3) 1,846,069 (16,617) 1,829,452 Imbruvica 2027-2032 1,438,730 (236,871) 1,201,859 Xtandi 2027-2028 1,100,065 (172,101) 927,964 Tremfya 2031-2032 881,671 — 881,671 Evrysdi 2030-2035 (4) 727,774 — 727,774 Other 2020-2039 4,697,591 (909,916) 3,787,675 Total $ 16,027,541 $ (1,384,141) $ 14,643,400 Less: Cumulative allowance for credit losses (Note 6) (310,804) Total financial royalty assets, net $ 14,332,596 (1) Dates shown represent our estimates as of the current reporting date of when a royalty will substantially end, which may depend on clinical trial results, regulatory approvals, contractual terms, commercial developments, estimates of patent expiration dates (which may include estimated patent term extensions) or other factors and may vary by geography. There can be no assurances that our royalties will expire when expected. (2) Royalty is perpetual; year shown represents Trikafta expected patent expiration and potential sales decline based on timing of potential generic entry. (3) Under terms of the agreement, RPIFT acquired a perpetual royalty on net sales of Tysabri. Management has applied an end date of 2031 for purposes of accreting income over the royalty term, which is periodically reviewed. (4) Key patents on Evrysdi in the United States expire in 2035, but our royalty will cease when aggregate royalties paid to us equal $1.3 billion. (5) The net carrying value by asset is presented before the allowance for credit losses. Refer to Note 6– Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets for additional information. |
Cumulative Allowance and the Pr
Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets | 3 Months Ended |
Mar. 31, 2022 | |
Credit Loss [Abstract] | |
Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets | Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets The cumulative allowance for changes in expected future cash flows from financial royalty assets is presented net within the non-current portion of financial royalty assets on the condensed consolidated balance sheets and includes the following activities: • the movement in the cumulative allowance related to changes in forecasted royalty payments we expect to receive based on projected product sales for royalty bearing products as estimated by sell-side equity research analysts’ consensus sales forecasts, and • the movement in the cumulative allowance for current expected credit losses, primarily associated with new financial royalty assets with limited protective rights and changes in the underlying cash flow forecasts of financial royalty assets with limited protective rights. The following table sets forth the activity in the cumulative allowance for changes in expected cash flows from financial royalty assets, inclusive of the cumulative allowance for credit losses, as of the dates indicated (in thousands): Activity for the Period Balance at December 31, 2021 (1) $ (1,694,945) Increases to the cumulative allowance for changes in expected cash flows from financial royalty assets (319,191) Decreases to the cumulative allowance for changes in expected cash flows from financial royalty assets 84,989 Current period provision for credit losses, net (2) 49,581 Balance at March 31, 2022 $ (1,879,566) (1) Includes $310.8 million related to cumulative allowance for credit losses. (2) In the three months ended March 31, 2022, the provision income for credit losses was primarily related to a significant decline in the financial royalty asset value for Tazverik. |
Intangible Royalty Assets, Net
Intangible Royalty Assets, Net | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Royalty Assets, Net | Intangible Royalty Assets, Net The following tables summarize the cost, accumulated amortization and net carrying value of our intangible royalty assets as of March 31, 2022 and December 31, 2021 (in thousands): As of March 31, 2022 Cost Accumulated Amortization Net Carrying Value DPP-IV patents $ 606,216 $ 606,216 $ — Total intangible royalty assets $ 606,216 $ 606,216 $ — As of December 31, 2021 Cost Accumulated Amortization Net Carrying Value DPP-IV patents $ 606,216 $ 600,546 $ 5,670 Total intangible royalty assets $ 606,216 $ 600,546 $ 5,670 The intangible royalty assets were fully amortized as of March 31, 2022 as our royalties on Januvia and Janumet expired in the three months ended March 31, 2022. Our royalties on the other DPP-IV products have also substantially ended. |
Non-Consolidated Affiliates
Non-Consolidated Affiliates | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Non-Consolidated Affiliates | Non-Consolidated Affiliates We have equity investments in certain entities at a level that provide us with significant influence. We account for such investments as equity method investments. The Legacy SLP Interest In connection with the Exchange Offer Transactions, we acquired a special limited partnership interest in the Legacy Investors Partnerships (the “Legacy SLP Interest”) from the Continuing Investors Partnerships for $303.7 million in exchange for issuing shares in our subsidiary. As a result, we became a special limited partner in the Legacy Investors Partnerships. The Legacy SLP Interest entitles us to the equivalent of performance distribution payments that would have been paid to the general partner of the Legacy Investors Partnerships and an income allocation on a similar basis. Our income allocation is equal to the general partner’s former contractual rights to the income of the Legacy Investors Partnerships, net of amortization of the basis difference. The Legacy SLP Interest is treated as an equity method investment as our Manager is also the Manager of the Legacy Investors Partnerships and has the ability to exercise significant influence. The Legacy Investors Partnerships no longer participate in investment opportunities from June 30, 2020 and, as such, the value of the Legacy SLP Interest is expected to decline over time. The Legacy Investors Partnerships also indirectly own a non-controlling interest in Old RPI. The income allocation from the Legacy SLP Interest is based on an estimate as the Legacy Investors Partnerships are private partnerships that are expected to report on a lag subsequent to the date of this quarterly report. Management’s estimate of equity in earnings from the Legacy SLP Interest for the current period will be updated for historical results in the subsequent period. During the three months ended March 31, 2022 and 2021, we recorded an income allocation of $4.5 million and $5.2 million, respectively, within Equity in (earnings)/losses of equity method investees . We received cash distributions from the Legacy SLP Interest of $7.3 million and $3.9 million in the three months ended March 31, 2022 and 2021, respectively. The Avillion Entities We account for our partnership interests in Avillion Financing I, LP and its related entities (“Avillion I”), BAv Financing II, LP and its related entities (“Avillion II,” together, the “Avillion Entities”) as equity method investments because RPIFT has the ability to exercise significant influence over the entities. During the three months ended March 31, 2022 and 2021, we recorded a loss allocation from the Avillion Entities of $4.1 million and $7.1 million, respectively, within Equity in (earnings)/losses of equity method investees . On December 19, 2017, the FDA approved a supplemental New Drug Application for Pfizer’s Bosulif. Avillion I is eligible to receive fixed payments from Pfizer based on this approval under its co-development agreement with Pfizer. Subsequent to the asset sale, the only operations of Avillion I are the collection of cash and unwinding of discount on the series of fixed annual payments due from Pfizer. We received distributions from Avillion I of $13.4 million during each of the three months ended March 31, 2022 and 2021 in connection with Avillion I’s receipt of the fixed annual payments due under its co-development agreement with Pfizer. In May 2018, RPIFT entered into an agreement, which was amended in July 2021, to invest up to $122.5 million in Avillion II, which is a party to a co-development agreement with AstraZeneca, over multiple years to fund a portion of the costs of Phase 2 and 3 clinical trials to advance PT027 through a global clinical development program for the treatment of asthma in exchange for royalties, a series of success-based milestones and other potential payments. As of March 31, 2022 and December 31, 2021, RPIFT had $8.2 million and $11.2 million, respectively, of unfunded commitments related to the Avillion Entities. Our maximum exposure to loss at any particular reporting date is limited to the current carrying value of the investment plus the unfunded commitments. |
Research & Development ("R&D")
Research & Development ("R&D") Funding Expense | 3 Months Ended |
Mar. 31, 2022 | |
Research and Development [Abstract] | |
Research & Development ("R&D") Funding Expense | Research & Development (“R&D”) Funding Expense R&D funding expense consists of upfront and ongoing development-stage funding payments that we have made to counterparties to acquire royalties and/or milestones on product candidates. Upfront development-stage funding includes payments made at the close of acquisitions and subsequent milestone payments. Ongoing development-stage funding payments are made as the related product candidates undergo clinical trials with our counterparties. During the three months ended March 31, 2022 and 2021, we did not enter into any new ongoing R&D funding arrangements. We recognized R&D funding expense of $100.5 million and $2.6 million during the three months ended March 31, 2022 and 2021, respectively. R&D funding expense for the three months ended March 31, 2022 primarily related to upfront and milestone development-stage funding payments of $100.0 million to Cytokinetics to acquire a royalty on a development-stage product candidate. R&D funding expense for the three months ended March 31, 2021 primarily related to ongoing R&D expenses under our co-funding agreement with Sanofi. |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings Our borrowings as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands): Type of Borrowing Date of Issuance Maturity March 31, 2022 December 31, 2021 Senior Unsecured Notes: $1,000,000, 0.75% (issued at 99.322% of par) 9/2020 9/2023 $ 1,000,000 $ 1,000,000 $1,000,000, 1.20% (issued at 98.875% of par) 9/2020 9/2025 1,000,000 1,000,000 $1,000,000, 1.75% (issued at 98.284% of par) 9/2020 9/2027 1,000,000 1,000,000 $1,000,000, 2.20% (issued at 97.760% of par) 9/2020 9/2030 1,000,000 1,000,000 $600,000, 2.15% (issued at 98.263% of par) 7/2021 9/2031 600,000 600,000 $1,000,000, 3.30% (issued at 95.556% of par) 9/2020 9/2040 1,000,000 1,000,000 $1,000,000, 3.55% (issued at 95.306% of par) 9/2020 9/2050 1,000,000 1,000,000 $700,000, 3.35% (issued at 97.565% of par) 7/2021 9/2051 700,000 700,000 Unamortized debt discount and issuance costs (198,862) (203,930) Total debt carrying value 7,101,138 7,096,070 Less: Current portion of long-term debt — — Total long-term debt $ 7,101,138 $ 7,096,070 Senior Unsecured Notes On July 26, 2021, we issued $1.3 billion of senior unsecured notes (the “2021 Notes”) comprised of $600.0 million principal amount of notes due September 2031 and $700.0 million principal amount of notes due September 2051. Interest on each series of the 2021 Notes accrues at the respective rate per annum and is payable semi-annually in arrears on March 2 and September 2 of each year, beginning on March 2, 2022. The 2021 Notes were issued at a total discount of $27.5 million and we capitalized approximately $12.3 million in debt issuance costs primarily composed of underwriting fees. The 2021 Notes have a weighted average coupon rate and a weighted average effective interest rate of 2.80% and 3.06%, respectively. On September 2, 2020, we issued $6.0 billion of senior unsecured notes (the “2020 Notes” and, together with the 2021 Notes, the “Notes”). We used the net proceeds from the 2020 Notes offering, together with available cash on hand, to repay in full the outstanding principal amounts of term loans under our prior senior secured credit facilities. Interest on each series of the 2020 Notes accrues at the respective rate per annum and is payable semi-annually in arrears on March 2 and September 2 of each year. The 2020 Notes were issued at a total discount of $149.0 million and we capitalized approximately $40.4 million in debt issuance costs primarily comprised of underwriting fees. The 2020 Notes have a weighted average coupon rate and a weighted average effective interest rate of 2.125% and 2.50%, respectively. On August 3, 2021, we completed an exchange offer for the 2020 Notes where certain holders elected to tender their unregistered outstanding notes for freely tradable exchange notes that were registered under the Securities Act of 1933. The Notes may be redeemed at our option at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis at the treasury rate, plus a make-whole premium as defined in the indenture. In each case, accrued and unpaid interest is also required to be redeemed to the date of redemption. Upon the occurrence of a change of control triggering event and downgrade in the rating of our Notes by two of three credit agencies, the holders may require us to repurchase all or part of their Notes at a price equal to 101% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to the date of repurchase. Our obligations under the Notes are fully and unconditionally guaranteed by RP Holdings, a non-wholly owned subsidiary. We are required to comply with certain covenants under our Notes and as of March 31, 2022, we were in compliance with all applicable covenants. As of March 31, 2022 and December 31, 2021, the fair value of our outstanding Notes using Level 2 inputs was approximately $6.4 billion and $7.2 billion, respectively. Senior Unsecured Revolving Credit Facility On September 15, 2021, we entered into an amended and restated revolving credit agreement (the “Credit Agreement”). The Credit Agreement amends and restates the existing credit agreement that our subsidiary RP Holdings, as borrower, entered into on September 18, 2020, which provided for a five-year unsecured revolving credit facility (the “Revolving Credit Facility”) with borrowing capacity of up to $1.5 billion for general corporate purposes. The Credit Agreement extends the maturity of the Revolving Credit Facility to September 15, 2026. As of March 31, 2022 and December 31, 2021, there were no outstanding borrowings under the Revolving Credit Facility. The Revolving Credit Facility is subject to an interest rate, at our option, of either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime rate, (2) the federal funds effective rate and the overnight bank funding rate, plus 0.5% and (3) the one month adjusted LIBOR, plus 1% or (b) the Eurocurrency Rate or the Alternative Currency Daily Rate (each as defined in the Credit Agreement), plus in each case, the applicable margin. The applicable margin for the Revolving Credit Facility varies based on our public debt rating. Accordingly, the interest rates for the Revolving Credit Facility fluctuates during the term of the facility based on changes in the applicable interest rate and future changes in our public debt rating. The Credit Agreement that governs the Revolving Credit Facility contains certain customary covenants, that among other things, require us to maintain (i) a consolidated leverage ratio at or below 4.00 to 1.00 (or at or below 4.50 to 1.00 following a qualifying material acquisition) of consolidated funded debt to consolidated EBITDA, each as defined and calculated with the ratio level calculated with further adjustments as set forth in the Credit Agreement and (ii) a consolidated coverage ratio at or above 2.50 to 1.00 of consolidated EBITDA to consolidated interest expense, each as defined and calculated with further adjustments as set forth in the Credit Agreement. All obligations under the Revolving Credit Facility are unconditionally guaranteed by us. Noncompliance with the leverage ratio and interest coverage ratio covenants under the Credit Agreement could result in our lenders requiring us to immediately repay all amounts borrowed. If these financial covenants are not satisfied, the Credit Agreement prohibits us from engaging in certain activities, such as incurring additional indebtedness, paying dividends, making certain payments and acquiring and disposing of assets. As of March 31, 2022, RP Holdings was in compliance with these covenants. Principal Payments on the Notes The future principal payments for our borrowings as of March 31, 2022 over the next five years and thereafter are as follows (in thousands): Year Principal Payments Remainder of 2022 $ — 2023 1,000,000 2024 — 2025 1,000,000 2026 — Thereafter 5,300,000 Total (1) $ 7,300,000 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Capital Structure We have two classes of voting shares: Class A ordinary shares and Class B ordinary shares, each of which has one vote per ordinary share. The Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of shareholders, except as otherwise required by applicable law. Our Class B ordinary shares are not publicly traded and holders of Class B ordinary shares only have limited rights to receive a distribution equal to their nominal value upon a liquidation, dissolution or winding up of the Company. An exchange agreement entered into in connection with the IPO by us, RP Holdings, the Continuing Investors Partnerships, RPI International Partners 2019, LP and EPA Holdings (the “Exchange Agreement”) governs the exchange of RP Holdings Class B Interests held by the Continuing Investors Partnerships for Class A ordinary shares. Pursuant to the Exchange Agreement, RP Holdings Class B interests are exchangeable on a one-for-one basis for Class A ordinary shares on a quarterly basis. As of March 31, 2022, we have outstanding 435,316 thousand Class A ordinary shares and 171,862 thousand Class B ordinary shares. Each such exchange also results in the re-designation of the same number of our Class B ordinary shares as deferred shares. As of March 31, 2022, we have outstanding deferred shares of 363,521 thousand. In addition, we have in issue 50 thousand Class R redeemable shares, which do not entitle the holder to voting or dividend rights. The Class R redeemable shares may be redeemed at our option in the future. Any such redemption would be at the nominal value of £1 each. Non-Controlling Interests The net change in the balance of our four non-controlling interests for the three months ended March 31, 2022 and 2021 is as follows (in thousands): RPSFT Legacy Investors Partnerships Continuing Investors Partnerships (1) EPA Holdings Total December 31, 2021 $ 13,528 $ 1,809,269 $ 2,649,154 $ — $ 4,471,951 Contributions — 1,970 1,353 — 3,323 Distributions (10,260) (104,201) (34,515) — (148,976) Other exchanges — — (35,284) — (35,284) Net Income 5,141 50,520 20,661 — 76,322 Other comprehensive income/(loss): Unrealized gains on available for sale debt securities — 286 382 — 668 Reclassification of unrealized gains on available for sale debt securities — (1,575) (2,105) — (3,680) March 31, 2022 $ 8,409 $ 1,756,269 $ 2,599,646 $ — $ 4,364,324 (1) Related to the Continuing Investors Partnerships’ ownership as of March 31, 2022 of approximately 28% of RP Holdings through their ownership of the RP Holdings Class B Interests. Royalty Pharma plc owns the remaining 72% of RP Holdings through its ownership of RP Holdings Class A Interests and RP Holdings Class B Interests as of March 31, 2022. RPSFT Legacy Investors Partnerships Continuing Investors Partnerships (1) EPA Holdings Total December 31, 2020 $ 12,436 $ 1,939,509 $ 3,125,091 $ — $ 5,077,036 Contributions — 3,253 — — 3,253 Distributions (13,653) (94,542) (37,183) — (145,378) Other exchanges — — (65,072) — (65,072) Net income 15,058 36,257 38,545 — 89,860 Other comprehensive income: Unrealized gains on available for sale debt securities — 901 1,512 — 2,413 Reclassification of unrealized gains on available for sale debt securities — (2,723) (4,571) — (7,294) March 31, 2021 $ 13,841 $ 1,882,655 $ 3,058,322 $ — $ 4,954,818 (1) Related to the Continuing Investors Partnerships’ ownership as of March 31, 2021 of approximately 35% of RP Holdings through their ownership of the RP Holdings Class B Interests. Royalty Pharma plc owns the remaining 65% of RP Holdings through its ownership of RP Holdings Class A Interests and RP Holdings Class B Interests as of March 31, 2021. RP Holdings Class C Special Interest Held by EPA Holdings EPA Holdings is entitled to Equity Performance Awards (as defined below) through its RP Holdings Class C Special Interest based on our performance, as determined on a portfolio-by-portfolio basis. Investments made during each two-year period will be grouped together as separate portfolios (each, a “Portfolio”). Subject to certain conditions, at the end of each fiscal quarter, EPA Holdings is entitled to a distribution from RP Holdings in respect of each Portfolio equal to 20% of the Net Economic Profit (defined as the aggregate cash receipts for all new portfolio investments in such Portfolio less Total Expenses (defined as interest expense, operating expense and recovery of acquisition cost in respect of such Portfolio)) for such Portfolio for the applicable measuring period (the “Equity Performance Awards”). The Equity Performance Awards will be allocated and paid by RP Holdings to EPA Holdings as the holder of the RP Holdings Class C Special Interest. The Equity Performance Awards will be payable in RP Holdings Class B Interests for which we will issue the same number of Class B ordinary shares, which may be subsequently exchanged for our Class A ordinary shares. We do not currently expect any material Equity Performance Awards to be payable until certain performance conditions discussed above are met. Dividends The holders of Class A ordinary shares are entitled to receive dividends subject to approval by the board of directors. The holders of Class B ordinary shares do not have any rights to receive dividends; however, the RP Holdings Class B Interests are entitled to dividends and distributions from RP Holdings. In the three months ended March 31, 2022, we declared and paid one quarterly cash dividend of $0.19 per Class A ordinary share for an aggregate amount of $82.3 million to holders of our Class A ordinary shares. In the three months ended March 31, 2021, we declared and paid one quarterly cash dividend of $0.17 per Class A ordinary share for an aggregate amount of $66.0 million to holders of our Class A ordinary shares. 2020 Independent Directors Equity Incentive Plan On June 15, 2020, our 2020 Independent Director Equity Incentive Plan was approved and became effective, whereby 800 thousand Class A ordinary shares have been reserved for future issuance to our independent directors. RSU Activity and Share-based Compensation We grant RSUs to our independent directors under the 2020 Independent Director Equity Incentive Plan. Share-based compensation expense is recognized based on estimated fair value of the award on the grant date and amortized on a straight-line basis over the requisite service period of generally one year as part of General and administrative expenses |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income attributable to us by the weighted average number of Class A ordinary shares outstanding during the period. Diluted EPS is computed by dividing net income attributable to us, including the impact of potentially dilutive securities, by the weighted average number of Class A ordinary shares outstanding during the period, including the number of Class A ordinary shares that would have been outstanding if the potentially dilutive securities had been issued. Our Class B ordinary shares, Class R redeemable shares and deferred shares do not share in the earnings or losses attributable to us and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share for Class B ordinary shares, Class R redeemable shares and deferred shares under the two-class method has not been presented. Our outstanding Class B ordinary shares are, however, considered potentially dilutive shares of Class A ordinary shares because Class B ordinary shares, together with the related RP Holdings Class B Interests, are exchangeable into Class A ordinary shares on a one-for-one basis. Potentially dilutive securities also include Class B ordinary shares contingently issuable to EPA Holdings related to Equity Performance Awards and unvested RSUs issued under our 2020 Independent Director Equity Incentive Plan. We use the “if-converted” method to determine the potentially dilutive effect of our outstanding Class B ordinary shares, and the treasury stock method to determine the potentially dilutive effect of the unvested RSUs. For the three months ended March 31, 2022 and 2021, Class B ordinary shares contingently issuable to EPA Holdings were evaluated and were determined not to have any dilutive impact. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per Class A ordinary share for the three months ended March 31, 2022 and 2021 (in thousands, except per share amounts): For the Three Months Ended March 31, 2022 2021 Numerator Consolidated net income $ 128,083 $ 158,979 Less: Net income attributable to Continuing Investors Partnerships 20,661 38,545 Less: Net income attributable to Legacy Investors Partnerships and RPSFT 55,661 51,315 Net income attributable to Royalty Pharma plc - basic 51,761 69,119 Add: Reallocation of net income attributable to non-controlling interest from the assumed conversion of Class B ordinary shares 20,661 38,545 Net income attributable to Royalty Pharma plc - diluted $ 72,422 $ 107,664 Denominator Weighted average Class A ordinary shares outstanding - basic 433,956 389,760 Add: Dilutive effects as shown separately below Class B ordinary shares exchangeable for Class A ordinary shares 173,220 217,350 Unvested RSUs 25 38 Weighted average Class A ordinary shares outstanding - diluted 607,201 607,148 Earnings per Class A ordinary share - basic $ 0.12 $ 0.18 Earnings per Class A ordinary share - diluted $ 0.12 $ 0.18 |
Indirect Cash Flow
Indirect Cash Flow | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Indirect Cash Flow | Indirect Cash Flow Adjustments to reconcile consolidated net income to net cash provided by operating activities are summarized below (in thousands): For the Three Months Ended March 31, 2022 2021 Cash flow from operating activities: Consolidated net income $ 128,083 $ 158,979 Adjustments to reconcile consolidated net income to net cash provided by operating activities: Income from financial royalty assets (511,523) (529,625) Provision for changes in expected cash flows from financial royalty assets 184,621 292,262 Amortization of intangible assets 5,670 5,671 Amortization of debt discount and issuance costs 5,343 4,790 Losses on derivative financial instruments — 2,555 Losses on equity securities 36,162 54,186 Equity in (earnings)/losses of equity method investees (397) 1,918 Distributions from equity method investees 20,690 17,325 Share-based compensation 496 713 Interest income accretion (8,954) (15,491) Unrealized losses/(gains) on available for sale debt securities 16,579 (9,115) Other 1,523 958 Decrease/(increase) in operating assets: Cash collected on financial royalty assets 621,689 573,946 Accrued royalty receivable 2,096 (299) Other royalty income receivable 405 (530) Other current assets and other assets 1,242 1,939 Increase/(decrease) in operating liabilities: Accounts payable and accrued expenses 1,042 (2,207) Interest payable (44,497) (31,875) Net cash provided by operating activities $ 460,270 $ 526,100 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Funding Commitments We have various funding commitments as of March 31, 2022 as summarized below. See Note 3– Available for Sale Debt Securities for additional discussion of the respective arrangements. Cytokinetics Commercial Launch Funding As of March 31, 2022, $250 million of the Cytokinetics Commercial Launch Funding remained unfunded. Cytokinetics is required to draw $25 million if a certain contingency is met and has the option to draw the remaining $225 million upon the occurrence of certain regulatory and clinical development milestones. MorphoSys Development Funding Bonds As of March 31, 2022, $350 million of the MorphoSys Development Funding Bonds remained unfunded. MorphoSys is required to draw a minimum of $150 million over a one-year period from July 15, 2021, the close of its acquisition of Constellation. Series B Biohaven Preferred Shares As of March 31, 2022, we have a remaining commitment of $115.0 million under the Commercial Launch Preferred Equity to purchase 2,295 shares of Series B Biohaven Preferred Shares on a quarterly basis through the three months ended December 31, 2024. Other Commitments We have commitments to advance funds to counterparties through our investment in the Avillion Entities and R&D arrangements. Please refer to Note 8– Non-Consolidated Affiliates and Note 9– Research & Development (“R&D”) Funding Expense, respectively, for details of these arrangements. We also have requirements to make Operating and Personnel Payments over the life of the management agreement as described in Note 15– Related Party Transactions, which are variable and primarily based on cash receipts. Indemnifications In the ordinary course of its business, we may enter into contracts or agreements that contain customary indemnifications relating to such things as confidentiality agreements and representations as to corporate existence and authority to enter into contracts. The maximum exposure under such agreements is indeterminable until a claim, if any, is made. However, no such claims have been made against us to date and we believe that the likelihood of such proceedings taking place in the future is remote. Legal Proceedings We are a party to legal actions with respect to a variety of matters in the ordinary course of business. Some of these proceedings may be based on complex claims involving substantial uncertainties and unascertainable damages. Unless otherwise noted, it is not possible to determine the probability of loss or estimate damages, and therefore we have not established accruals for any of these proceedings in our condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. When we determine that a loss is both probable and reasonably estimable, we record a liability, and, if the liability is material, we disclose the amount of the liability reserved. We do not believe the outcome of any existing legal proceedings to which we are a party, either individually or in the aggregate, will adversely affect our business, financial condition or results of operations. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Manager The Manager is the investment manager of Royalty Pharma and its subsidiaries. The sole member of the Manager, Pablo Legorreta, holds an interest in us and serves as our Chief Executive Officer and Chairman of the board of directors. In connection with the Exchange Offer Transactions (discussed in Note 1– Organization and Purpose), the Manager entered into management agreements with us and our subsidiaries, the Continuing Investors Partnerships, and with the Legacy Investors Partnerships. Pursuant to the Management Agreement, we pay quarterly operating and personnel expenses to the Manager or its affiliates (“Operating and Personnel Payments”) equal to 6.5% of the cash receipts from royalty investments for such quarter and 0.25% of the value of our security investments under GAAP as of the end of such quarter. The operating and personnel payments for Old RPI, an obligation of the Legacy Investors Partnerships as a non-controlling interest in Old RPI and for which the expense is reflected in our consolidated net income, is calculated as the greater of $1 million per quarter and 0.3125% of Royalty Investments (as defined in the limited partnership agreements of the Legacy Investor Partnerships) during the previous twelve calendar months. During the three months ended March 31, 2022 and 2021, total operating and personnel payments incurred were $41.2 million and $35.7 million, respectively, including the amounts attributable to Old RPI, and were recognized within General and administrative expenses on the condensed consolidated statements of operations. Distributions Payable to Non-Controlling Interests The distributions payable to non-controlling interests represent the contractual cash flows required to be distributed based on the Legacy Investors Partnerships’ non-controlling interest in Old RPI and RPSFT’s non-controlling interest in RPCT. The distributions payable to non-controlling interests as of March 31, 2022 and December 31, 2021 include the following (in thousands): As of March 31, 2022 As of December 31, 2021 Due to Legacy Investors Partnerships $ 102,179 $ 92,608 Due to RPSFT 13,831 15,326 Total distributions payable to non-controlling interests $ 116,010 $ 107,934 Acquisition from Bristol Myers Squibb In November 2017, RPI Acquisitions, a consolidated subsidiary, entered into a purchase agreement with Bristol Myers Squibb (“BMS”) to acquire from BMS a percentage of its future royalties on worldwide sales of Onglyza, Farxiga and related diabetes products marketed by AstraZeneca (the “Purchase Agreement”). On December 8, 2017, RPI Acquisitions entered into a purchase, sale and assignment agreement (“Assignment Agreement”) with a wholly owned subsidiary of BioPharma Credit PLC (“BPCR”), an entity related to us. Under the terms of the Assignment Agreement, RPI Acquisitions assigned the benefit of 50% of the payment stream acquired from BMS to BPCR in consideration for BPCR meeting 50% of the funding obligations owed to BMS under the Purchase Agreement. As of March 31, 2022 and December 31, 2021, the financial royalty asset of $125.4 million and $130.9 million, respectively, on the condensed consolidated balance sheets represents only our right to the future payment streams acquired from BMS. Other Transactions Henry Fernandez, the lead independent director of our board of directors, serves as the chairman and chief executive officer of MSCI Inc. (“MSCI”). On April 16, 2021, we entered into an agreement with MSCI with an initial term of seven years to assist MSCI in the design of a classification framework and index methodologies in order to expand MSCI’s thematic index suite with the launch of new indexes. In return, we will receive a percentage of MSCI’s revenues from those indexes. No amounts were due from MSCI as of both March 31, 2022 and December 31, 2021. The financial impact associated with this transaction has not been material to date. In connection with the Exchange Offer Transactions, we acquired the Legacy SLP Interest from the Continuing Investors Partnerships in exchange for issuing shares in our subsidiary. As a result, we became a special limited partner in the Legacy Investors Partnerships. The Legacy Investors Partnerships own a non-controlling interest in Old RPI. Refer to Note 8– Non-Consolidated Affiliates for additional discussion. RPIFT owns 27,210 limited partnership interests in the Continuing Investors Partnership whose only substantive operations are their investment in our subsidiaries. The total investment of $4.3 million is recorded as treasury interests, of which $1.5 million and $1.6 million are held by non-controlling interests as of March 31, 2022 and December 31, 2021, respectively. Based on its ownership percentage of RP Holdings relative to the Company, each Continuing Investor Partnership pays a pro rata portion of any costs and expenses in connection with the contemplation of, formation of, listing and ongoing operation of us and any of our subsidiaries, including any third-party expenses of managing us and any of our subsidiaries, such as accounting, audit, legal, reporting, compliance, administration (including directors’ fees), financial advisory, consulting, investor relations and insurance expenses relating to our affairs and those of any subsidiary. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events] |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of preparation | The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all adjustments considered necessary to present fairly the results of the interim periods have been included and consist only of normal and recurring adjustments. Certain information and footnote disclosures have been condensed or omitted as permitted under GAAP. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021, included in our Annual Report on Form 10-K. |
Use of estimates | The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of income, revenues and expenses during the reporting period. Actual results may differ from those estimates. The results for the interim periods are not necessarily indicative of results for the full year. As the United States and global economies have begun to recover from the COVID-19 pandemic with many health and safety restrictions lifted and increased vaccine distribution, we continue to monitor the impact from the COVID-19 pandemic on our operational and financial performance. To date, certain marketers have commented that the performance of products on which we own royalties have been impacted by the COVID-19 pandemic. However, the COVID-19 pandemic has not resulted in a material effect to our results of operations and liquidity and we do not believe it is reasonably likely to in the future. |
Basis of consolidation | The unaudited condensed consolidated financial statements include the accounts of Royalty Pharma and all majority-owned and controlled subsidiaries, as well as variable interest entities, where we are the primary beneficiary. We consolidate based upon evaluation of our power, through voting rights or similar rights, to direct the activities of another entity that most significantly impact the entity’s economic performance. For consolidated entities where we own or are exposed to less than 100% of the economics, we record Net income attributable to non-controlling interests in our unaudited condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties. We report non-controlling interests related to the portion of ownership interests of consolidated subsidiaries not owned by us which are attributable to: (1) the Legacy Investors Partnerships’ ownership of approximately 18% in Old RPI, (2) the Continuing Investors Partnerships’ ownership in RP Holdings through their ownership of the RP Holdings Class B Interests, (3) a de minimis interest in RPCT held by RPSFT and (4) RPI EPA Holdings, LP’s (“EPA Holdings”) ownership of the RP Holdings’ Class C ordinary share (the “RP Holdings Class C Special Interest”). Income will not be allocated to EPA Holdings until certain conditions are met. |
Concentrations of credit risk | Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, financial royalty assets and receivables. Our cash management and investment policy limits investment instruments to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds are needed for operations. Our cash and cash equivalents and marketable securities balances as of March 31, 2022 and December 31, 2021 were held with State Street and Bank of America. Our primary operating accounts significantly exceed the Federal Deposit Insurance Corporation limits.The majority of our financial royalty assets and receivables arise from contractual royalty agreements that entitle us to royalties on the sales of underlying biopharmaceutical products in the United States, Europe and the rest of the world, with concentrations of credit risk limited due to the broad range of marketers responsible for paying royalties to us and the variety of geographies from which our royalties on product sales are derived. The products in which we hold royalties are marketed by leading industry participants, including, among others, AbbVie, Gilead, Johnson & Johnson, Merck & Co., Pfizer, Astellas, Novartis, Biogen and Vertex. |
Fair value measurements | Fair Value Hierarchy We determine the fair value of assets and liabilities using the fair value hierarchy, which establishes three levels of inputs that may be used to measure fair value as follows: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2: Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. • Level 3: Prices or valuation that require inputs that are both significant to the fair value measurement and unobservable. Our financial instruments consist primarily of cash and cash equivalents, marketable securities, equity securities, derivatives, available for sale debt securities and long-term debt. Cash and cash equivalents, marketable securities, equity securities, derivatives and available for sale debt securities are reported at their respective fair values in our condensed consolidated balance sheets. For financial instruments which are carried at fair value, the level in the fair value hierarchy is based on the lowest level of inputs that is significant to the fair value measurement in its entirety. Long-term debt and financial royalty assets are reported at their amortized costs in our condensed consolidated balance sheets but for which fair values are disclosed. The remaining financial instruments are reported in our condensed consolidated balance sheets at amounts that approximate current fair values. |
Available for Sale Debt Secur_2
Available for Sale Debt Securities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available for Sale Debt Securities | The table below summarizes our available for sale debt securities recorded at fair value as of March 31, 2022 and December 31, 2021 (in thousands): Cost Unrealized Gains/(Losses) Fair Value Current Assets Non-Current Assets Total As of March 31, 2022 Debt securities (1) $ 271,817 $ 42,183 $ 314,000 $ 64,800 $ 249,200 $ 314,000 Forwards (2) — (1,200) (1,200) — (1,200) (1,200) Funding commitments (2) (9,400) 1,000 (8,400) — (8,400) (8,400) Total available for sale debt securities $ 262,417 $ 41,983 $ 304,400 $ 64,800 $ 239,600 $ 304,400 As of December 31, 2021 Debt securities (1) $ 204,509 $ 49,191 $ 253,700 $ 66,000 $ 187,700 $ 253,700 Forwards (2) — 16,700 16,700 — 16,700 16,700 Total available for sale debt securities $ 204,509 $ 65,891 $ 270,400 $ 66,000 $ 204,400 $ 270,400 (1) Cost for Series A Biohaven Preferred Shares represents amortized cost. Cost for Series B Biohaven Preferred Shares represents the amounts paid to purchase the instruments. The cost associated with the funded Cytokinetics Commercial Launch Funding reflects the fair value on the purchase date. |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy | The following table summarizes assets and liabilities measured at fair value on a recurring basis at the dates indicated, classified in accordance with the fair value hierarchy described above (in thousands): As of March 31, 2022 As of December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market funds $ 421,329 $ — $ — $ 421,329 $ 598,253 $ — $ — $ 598,253 Commercial paper — 56,540 — 56,540 — 13,997 — 13,997 Certificates of deposit — — — — — 40,954 — 40,954 U.S. government securities — 27,598 — 27,598 — — — — Marketable securities Commercial paper — 224,460 — 224,460 — 207,457 — 207,457 Certificates of deposit — 235,699 — 235,699 — 374,415 — 374,415 U.S. government securities — 24,062 — 24,062 — — — — Available for sale debt securities Debt securities (1) — — 64,800 64,800 — — 66,000 66,000 Total current assets $ 421,329 $ 568,359 $ 64,800 $ 1,054,488 $ 598,253 $ 636,823 $ 66,000 $ 1,301,076 Equity securities 205,100 — 62,538 267,638 226,787 — 43,013 269,800 Available for sale debt securities Debt securities (1) — — 249,200 249,200 — — 187,700 187,700 Forwards (2) — — (1,200) (1,200) — — 16,700 16,700 Funding commitments (3) — — (8,400) (8,400) — — — — Total non-current assets $ 205,100 $ — $ 302,138 $ 507,238 $ 226,787 $ — $ 247,413 $ 474,200 (1) Reflects the fair value of the Series A Biohaven Preferred Shares and Series B Biohaven Preferred Shares. As of March 31, 2022, amounts also include the fair value of the funded Cytokinetics Commercial Launch Funding. (2) Relates to our obligations to fund the acquisitions of the Series B Biohaven Preferred Shares and Development Funding Bonds. (3) Reflects the fair value of the Cytokinetics Funding Commitments. |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The table presented below summarizes the change in the combined fair value (current and non-current) of Level 3 financial instruments, which relate to equity securities and available for sale debt securities, including the underlying debt securities, related forwards and funding commitments (in thousands): Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Equity Securities Debt Securities Forwards Funding Commitments Equity Securities Debt Securities Forwards Funding Commitments Balance at the beginning of the period $ 43,013 $ 253,700 $ 16,700 $ — $ — $ 214,400 $ 18,600 $ — Purchases — 64,579 — — — 17,585 — — Gains/(losses) on initial recognition (1) — 9,400 — (9,400) — — — — Gains on equity securities 19,525 — — — — — — — Unrealized gains included in other comprehensive losses (2) — 1,625 — — 5,125 — — Unrealized (losses)/gains included in earnings (3) — (1,600) (15,979) 1,000 — — 9,115 — Settlement of forwards (4) — 1,921 (1,921) — — 5,315 (5,315) — Redemption of debt securities — (15,625) — — — (15,625) — — Balance at the end of the period $ 62,538 $ 314,000 $ (1,200) $ (8,400) $ — $ 226,800 $ 22,400 $ — (1) Represents the adjustment to the purchase price to arrive at the appropriate fair value on initial recognition. (2) Recorded within Unrealized gains on available for sale debt securities in the condensed consolidated statements of comprehensive income for unrealized gains related to Series A Biohaven Preferred Shares. (3) Recorded within Unrealized losses/(gains) on available for sale debt securities in the condensed consolidated statements of operations for unrealized losses/(gains) related to Series B Biohaven Preferred Shares and Series B Forwards for the three months ended March 31, 2022 and 2021. For the three months ended March 31, 2022, amounts also reflect unrealized losses related to the Development Funding Bond Forward and unrealized gains related to the funded Cytokinetics Commercial Launch Funding and the Cytokinetics Funding Commitments. |
Fair Value Disclosure of Asset and Liability Not Measured at Fair Value | Estimated fair values based on Level 3 inputs and related carrying values for the non-current portion of our financial royalty assets as of March 31, 2022 and December 31, 2021 are presented below (in thousands): March 31, 2022 December 31, 2021 Fair Value Carrying Value, net Fair Value Carrying Value, net Financial royalty assets, net $ 18,639,293 $ 13,467,211 $ 19,047,183 $ 13,718,245 |
Financial Royalty Assets (Table
Financial Royalty Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Summary of Financial Royalty Assets, Net | The gross carrying value, cumulative allowance for changes in expected cash flows, exclusive of the allowance for credit losses, and net carrying value for the current and non-current portion of financial royalty assets as of March 31, 2022 and December 31, 2021 are as follows (in thousands): As of March 31, 2022 Estimated Royalty Duration (1) Gross Carrying Value Cumulative Allowance for Changes in Expected Cash Flows (Note 6) Net Carrying Value (5) Cystic fibrosis franchise 2037 (2) $ 5,328,216 $ — $ 5,328,216 Tysabri (3) 1,801,152 (30,613) 1,770,539 Imbruvica 2027-2032 1,439,186 (345,780) 1,093,406 Xtandi 2027-2028 1,081,587 (196,958) 884,629 Tremfya 2031-2032 869,596 — 869,596 Evrysdi 2030-2035 (4) 736,665 (20,797) 715,868 Other 2020-2039 4,661,059 (1,024,195) 3,636,864 Total $ 15,917,461 $ (1,618,343) $ 14,299,118 Less: Cumulative allowance for credit losses (Note 6) (261,223) Total financial royalty assets, net $ 14,037,895 (1) Dates shown represent our estimates as of the current reporting date of when a royalty will substantially end, which may depend on clinical trial results, regulatory approvals, contractual terms, commercial developments, estimates of patent expiration dates (which may include estimated patent term extensions) or other factors and may vary by geography. There can be no assurances that our royalties will expire when expected. (2) Royalty is perpetual; year shown represents Trikafta expected patent expiration and potential sales decline based on timing of potential generic entry. (3) Under terms of the agreement, RPIFT acquired a perpetual royalty on net sales of Tysabri. Management has applied an end date of 2031 for purposes of accreting income over the royalty term, which is periodically reviewed. (4) Key patents on Evrysdi in the United States expire in 2035, but our royalty will cease when aggregate royalties paid to us equal $1.3 billion. (5) The net carrying value by asset is presented before the allowance for credit losses. Refer to Note 6– Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets for additional information. As of December 31, 2021 Estimated Royalty Duration (1) Gross Carrying Value Cumulative Allowance for Changes in Expected Cash Flows (Note 6) Net Carrying Value (5) Cystic fibrosis franchise 2037 (2) $ 5,335,641 $ (48,636) $ 5,287,005 Tysabri (3) 1,846,069 (16,617) 1,829,452 Imbruvica 2027-2032 1,438,730 (236,871) 1,201,859 Xtandi 2027-2028 1,100,065 (172,101) 927,964 Tremfya 2031-2032 881,671 — 881,671 Evrysdi 2030-2035 (4) 727,774 — 727,774 Other 2020-2039 4,697,591 (909,916) 3,787,675 Total $ 16,027,541 $ (1,384,141) $ 14,643,400 Less: Cumulative allowance for credit losses (Note 6) (310,804) Total financial royalty assets, net $ 14,332,596 (1) Dates shown represent our estimates as of the current reporting date of when a royalty will substantially end, which may depend on clinical trial results, regulatory approvals, contractual terms, commercial developments, estimates of patent expiration dates (which may include estimated patent term extensions) or other factors and may vary by geography. There can be no assurances that our royalties will expire when expected. (2) Royalty is perpetual; year shown represents Trikafta expected patent expiration and potential sales decline based on timing of potential generic entry. (3) Under terms of the agreement, RPIFT acquired a perpetual royalty on net sales of Tysabri. Management has applied an end date of 2031 for purposes of accreting income over the royalty term, which is periodically reviewed. (4) Key patents on Evrysdi in the United States expire in 2035, but our royalty will cease when aggregate royalties paid to us equal $1.3 billion. (5) The net carrying value by asset is presented before the allowance for credit losses. Refer to Note 6– Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets for additional information. |
Cumulative Allowance and the _2
Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Credit Loss [Abstract] | |
Schedule of Cumulative Allowance for Changes in Expected Cash Flows | The following table sets forth the activity in the cumulative allowance for changes in expected cash flows from financial royalty assets, inclusive of the cumulative allowance for credit losses, as of the dates indicated (in thousands): Activity for the Period Balance at December 31, 2021 (1) $ (1,694,945) Increases to the cumulative allowance for changes in expected cash flows from financial royalty assets (319,191) Decreases to the cumulative allowance for changes in expected cash flows from financial royalty assets 84,989 Current period provision for credit losses, net (2) 49,581 Balance at March 31, 2022 $ (1,879,566) (1) Includes $310.8 million related to cumulative allowance for credit losses. (2) In the three months ended March 31, 2022, the provision income for credit losses was primarily related to a significant decline in the financial royalty asset value for Tazverik. |
Intangible Royalty Assets, Net
Intangible Royalty Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Royalty Interests | The following tables summarize the cost, accumulated amortization and net carrying value of our intangible royalty assets as of March 31, 2022 and December 31, 2021 (in thousands): As of March 31, 2022 Cost Accumulated Amortization Net Carrying Value DPP-IV patents $ 606,216 $ 606,216 $ — Total intangible royalty assets $ 606,216 $ 606,216 $ — As of December 31, 2021 Cost Accumulated Amortization Net Carrying Value DPP-IV patents $ 606,216 $ 600,546 $ 5,670 Total intangible royalty assets $ 606,216 $ 600,546 $ 5,670 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | Our borrowings as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands): Type of Borrowing Date of Issuance Maturity March 31, 2022 December 31, 2021 Senior Unsecured Notes: $1,000,000, 0.75% (issued at 99.322% of par) 9/2020 9/2023 $ 1,000,000 $ 1,000,000 $1,000,000, 1.20% (issued at 98.875% of par) 9/2020 9/2025 1,000,000 1,000,000 $1,000,000, 1.75% (issued at 98.284% of par) 9/2020 9/2027 1,000,000 1,000,000 $1,000,000, 2.20% (issued at 97.760% of par) 9/2020 9/2030 1,000,000 1,000,000 $600,000, 2.15% (issued at 98.263% of par) 7/2021 9/2031 600,000 600,000 $1,000,000, 3.30% (issued at 95.556% of par) 9/2020 9/2040 1,000,000 1,000,000 $1,000,000, 3.55% (issued at 95.306% of par) 9/2020 9/2050 1,000,000 1,000,000 $700,000, 3.35% (issued at 97.565% of par) 7/2021 9/2051 700,000 700,000 Unamortized debt discount and issuance costs (198,862) (203,930) Total debt carrying value 7,101,138 7,096,070 Less: Current portion of long-term debt — — Total long-term debt $ 7,101,138 $ 7,096,070 |
Schedule of Repayments of Debt by Year | The future principal payments for our borrowings as of March 31, 2022 over the next five years and thereafter are as follows (in thousands): Year Principal Payments Remainder of 2022 $ — 2023 1,000,000 2024 — 2025 1,000,000 2026 — Thereafter 5,300,000 Total (1) $ 7,300,000 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Balance Of Non-controlling Interests | The net change in the balance of our four non-controlling interests for the three months ended March 31, 2022 and 2021 is as follows (in thousands): RPSFT Legacy Investors Partnerships Continuing Investors Partnerships (1) EPA Holdings Total December 31, 2021 $ 13,528 $ 1,809,269 $ 2,649,154 $ — $ 4,471,951 Contributions — 1,970 1,353 — 3,323 Distributions (10,260) (104,201) (34,515) — (148,976) Other exchanges — — (35,284) — (35,284) Net Income 5,141 50,520 20,661 — 76,322 Other comprehensive income/(loss): Unrealized gains on available for sale debt securities — 286 382 — 668 Reclassification of unrealized gains on available for sale debt securities — (1,575) (2,105) — (3,680) March 31, 2022 $ 8,409 $ 1,756,269 $ 2,599,646 $ — $ 4,364,324 (1) Related to the Continuing Investors Partnerships’ ownership as of March 31, 2022 of approximately 28% of RP Holdings through their ownership of the RP Holdings Class B Interests. Royalty Pharma plc owns the remaining 72% of RP Holdings through its ownership of RP Holdings Class A Interests and RP Holdings Class B Interests as of March 31, 2022. RPSFT Legacy Investors Partnerships Continuing Investors Partnerships (1) EPA Holdings Total December 31, 2020 $ 12,436 $ 1,939,509 $ 3,125,091 $ — $ 5,077,036 Contributions — 3,253 — — 3,253 Distributions (13,653) (94,542) (37,183) — (145,378) Other exchanges — — (65,072) — (65,072) Net income 15,058 36,257 38,545 — 89,860 Other comprehensive income: Unrealized gains on available for sale debt securities — 901 1,512 — 2,413 Reclassification of unrealized gains on available for sale debt securities — (2,723) (4,571) — (7,294) March 31, 2021 $ 13,841 $ 1,882,655 $ 3,058,322 $ — $ 4,954,818 (1) Related to the Continuing Investors Partnerships’ ownership as of March 31, 2021 of approximately 35% of RP Holdings through their ownership of the RP Holdings Class B Interests. Royalty Pharma plc owns the remaining 65% of RP Holdings through its ownership of RP Holdings Class A Interests and RP Holdings Class B Interests as of March 31, 2021. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per Class A ordinary share for the three months ended March 31, 2022 and 2021 (in thousands, except per share amounts): For the Three Months Ended March 31, 2022 2021 Numerator Consolidated net income $ 128,083 $ 158,979 Less: Net income attributable to Continuing Investors Partnerships 20,661 38,545 Less: Net income attributable to Legacy Investors Partnerships and RPSFT 55,661 51,315 Net income attributable to Royalty Pharma plc - basic 51,761 69,119 Add: Reallocation of net income attributable to non-controlling interest from the assumed conversion of Class B ordinary shares 20,661 38,545 Net income attributable to Royalty Pharma plc - diluted $ 72,422 $ 107,664 Denominator Weighted average Class A ordinary shares outstanding - basic 433,956 389,760 Add: Dilutive effects as shown separately below Class B ordinary shares exchangeable for Class A ordinary shares 173,220 217,350 Unvested RSUs 25 38 Weighted average Class A ordinary shares outstanding - diluted 607,201 607,148 Earnings per Class A ordinary share - basic $ 0.12 $ 0.18 Earnings per Class A ordinary share - diluted $ 0.12 $ 0.18 |
Indirect Cash Flow (Tables)
Indirect Cash Flow (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Adjustments to reconcile consolidated net income to net cash provided by operating activities are summarized below (in thousands): For the Three Months Ended March 31, 2022 2021 Cash flow from operating activities: Consolidated net income $ 128,083 $ 158,979 Adjustments to reconcile consolidated net income to net cash provided by operating activities: Income from financial royalty assets (511,523) (529,625) Provision for changes in expected cash flows from financial royalty assets 184,621 292,262 Amortization of intangible assets 5,670 5,671 Amortization of debt discount and issuance costs 5,343 4,790 Losses on derivative financial instruments — 2,555 Losses on equity securities 36,162 54,186 Equity in (earnings)/losses of equity method investees (397) 1,918 Distributions from equity method investees 20,690 17,325 Share-based compensation 496 713 Interest income accretion (8,954) (15,491) Unrealized losses/(gains) on available for sale debt securities 16,579 (9,115) Other 1,523 958 Decrease/(increase) in operating assets: Cash collected on financial royalty assets 621,689 573,946 Accrued royalty receivable 2,096 (299) Other royalty income receivable 405 (530) Other current assets and other assets 1,242 1,939 Increase/(decrease) in operating liabilities: Accounts payable and accrued expenses 1,042 (2,207) Interest payable (44,497) (31,875) Net cash provided by operating activities $ 460,270 $ 526,100 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The distributions payable to non-controlling interests represent the contractual cash flows required to be distributed based on the Legacy Investors Partnerships’ non-controlling interest in Old RPI and RPSFT’s non-controlling interest in RPCT. The distributions payable to non-controlling interests as of March 31, 2022 and December 31, 2021 include the following (in thousands): As of March 31, 2022 As of December 31, 2021 Due to Legacy Investors Partnerships $ 102,179 $ 92,608 Due to RPSFT 13,831 15,326 Total distributions payable to non-controlling interests $ 116,010 $ 107,934 |
Organization and Purpose (Detai
Organization and Purpose (Details) | Feb. 11, 2020 | Feb. 29, 2020 |
RPCT | ||
Subsidiary, Sale of Stock [Line Items] | ||
Ownership percentage (as a percent) | 66.00% | |
Legacy Investors Partnerships | Old RPI | ||
Subsidiary, Sale of Stock [Line Items] | ||
Noncontrolling interest (percentage) | 18.00% | |
RPSFT | RPCT | ||
Subsidiary, Sale of Stock [Line Items] | ||
Noncontrolling interest (percentage) | 34.00% | |
Exchange Offer Transaction | Old RPI | ||
Subsidiary, Sale of Stock [Line Items] | ||
Ownership percentage (as a percent) | 82.00% | |
Exchange Offer Transaction | Legacy Investors Partnerships | ||
Subsidiary, Sale of Stock [Line Items] | ||
Exchange offering, ownership percentage | 82.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Feb. 29, 2020 | |
Customer Concentration Risk | Current portion of Financial royalty assets | Vertex | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Concentration risk (as a percent) | 32.00% | 32.00% | |
Legacy Investors Partnerships | Old RPI | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Noncontrolling interest (percentage) | 18.00% |
Available for Sale Debt Secur_3
Available for Sale Debt Securities - Narrative (Details) | Jan. 07, 2022USD ($)tranche | Jun. 02, 2021USD ($) | Aug. 07, 2020USD ($)$ / sharesshares | Apr. 05, 2019USD ($)$ / sharesshares | Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($) |
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Long term funding partnership, amount | $ 300,000,000 | |||||
Long term funding partnership, number of tranches | tranche | 5 | |||||
Long term funding partnership, initial payment | $ 50,000,000 | |||||
Required amount to be drawn | 25,000,000 | |||||
Long term funding partnership, aggregate amount | $ 225,000,000 | |||||
Installment repayments, percentage of amount drawn | 1.9 | |||||
Purchase of available for sale debt securities | $ 64,579,000 | $ 17,585,000 | ||||
Interest income | (9,529,000) | (16,598,000) | ||||
Reclassification out of Accumulated Other Comprehensive Income | Unrealized gain/(loss) on available for sale debt securities, Including noncontrolling interest | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Interest income | $ (9,000,000) | $ (15,500,000) | ||||
MorphoSys | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Commitment to fund agreement | $ 150,000,000 | |||||
Redemption price, percentage | 2.2 | |||||
MorphoSys | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Payment of capital | 350,000,000 | |||||
Commitment to fund agreement | $ 150,000,000 | |||||
Period of return | 9 years | |||||
Start of period of return | 2 years | |||||
Series A Preferred Stock | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Purchase of available for sale debt securities | $ 125,000,000 | |||||
Series B Preferred Stock | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Purchase of available for sale debt securities | $ 200,000,000 | |||||
Preferred Shares | Series A Preferred Stock | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Number of shares purchased (in shares) | shares | 2,495 | |||||
Price per share (in USD per share) | $ / shares | $ 50,100 | |||||
Preferred Shares | Series B Preferred Stock | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Number of shares purchased (in shares) | shares | 3,992 | 1,697 | ||||
Price per share (in USD per share) | $ / shares | $ 50,100 | |||||
Preferred Shares | Redemption, Period One | Series A Preferred Stock | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Redemption price, percentage | 2 | |||||
Preferred Shares | Redemption, Period Two | Series B Preferred Stock | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Redemption price, percentage | 1.8 |
Available for Sale Debt Secur_4
Available for Sale Debt Securities - Summary of Available for Sale Debt Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | $ 262,417 | $ 204,509 |
Unrealized Gains/(Losses) | 41,983 | 65,891 |
Fair Value | 304,400 | 270,400 |
Available for sale debt securities, current | 64,800 | 66,000 |
Available for sale debt securities, noncurrent | 239,600 | 204,400 |
Debt securities | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | 271,817 | 204,509 |
Unrealized Gains/(Losses) | 42,183 | 49,191 |
Fair Value | 314,000 | 253,700 |
Available for sale debt securities, current | 64,800 | 66,000 |
Available for sale debt securities, noncurrent | 249,200 | 187,700 |
Forwards | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | 0 | 0 |
Unrealized Gains/(Losses) | 16,700 | |
Unrealized Gains/(Losses) | (1,200) | |
Fair Value | (1,200) | 16,700 |
Available for sale debt securities, current | 0 | 0 |
Available for sale debt securities, noncurrent | (1,200) | $ 16,700 |
Funding Commitments | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Cost | (9,400) | |
Unrealized Gains/(Losses) | 1,000 | |
Fair Value | (8,400) | |
Available for sale debt securities, current | 0 | |
Available for sale debt securities, noncurrent | $ (8,400) |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Instruments - Schedule of Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable securities | $ 484,221 | $ 581,872 |
Available for sale debt securities | 64,800 | 66,000 |
Equity securities | 267,638 | 269,800 |
Available for sale debt securities | 239,600 | 204,400 |
Fair Value, Recurring | ||
Assets: | ||
Available for sale debt securities | 64,800 | 66,000 |
Total current assets | 1,054,488 | 1,301,076 |
Equity securities | 267,638 | 269,800 |
Available for sale debt securities | 249,200 | 187,700 |
Total non-current assets | 507,238 | 474,200 |
Fair Value, Recurring | Cytokinetics Funding Commitment | ||
Assets: | ||
Available for sale debt securities | (8,400) | 0 |
Level 1 | Fair Value, Recurring | ||
Assets: | ||
Available for sale debt securities | 0 | 0 |
Total current assets | 421,329 | 598,253 |
Equity securities | 205,100 | 226,787 |
Available for sale debt securities | 0 | 0 |
Total non-current assets | 205,100 | 226,787 |
Level 1 | Fair Value, Recurring | Cytokinetics Funding Commitment | ||
Assets: | ||
Available for sale debt securities | 0 | 0 |
Level 2 | Fair Value, Recurring | ||
Assets: | ||
Available for sale debt securities | 0 | 0 |
Total current assets | 568,359 | 636,823 |
Equity securities | 0 | 0 |
Available for sale debt securities | 0 | 0 |
Total non-current assets | 0 | 0 |
Level 2 | Fair Value, Recurring | Cytokinetics Funding Commitment | ||
Assets: | ||
Available for sale debt securities | 0 | 0 |
Level 3 | Fair Value, Recurring | ||
Assets: | ||
Available for sale debt securities | 64,800 | 66,000 |
Total current assets | 64,800 | 66,000 |
Equity securities | 62,538 | 43,013 |
Available for sale debt securities | 249,200 | 187,700 |
Total non-current assets | 302,138 | 247,413 |
Level 3 | Fair Value, Recurring | Cytokinetics Funding Commitment | ||
Assets: | ||
Available for sale debt securities | (8,400) | 0 |
Commercial paper | Fair Value, Recurring | ||
Assets: | ||
Marketable securities | 224,460 | 207,457 |
Commercial paper | Level 1 | Fair Value, Recurring | ||
Assets: | ||
Marketable securities | 0 | 0 |
Commercial paper | Level 2 | Fair Value, Recurring | ||
Assets: | ||
Marketable securities | 224,460 | 207,457 |
Commercial paper | Level 3 | Fair Value, Recurring | ||
Assets: | ||
Marketable securities | 0 | 0 |
Certificates of deposit | Fair Value, Recurring | ||
Assets: | ||
Marketable securities | 235,699 | 374,415 |
Certificates of deposit | Level 1 | Fair Value, Recurring | ||
Assets: | ||
Marketable securities | 0 | 0 |
Certificates of deposit | Level 2 | Fair Value, Recurring | ||
Assets: | ||
Marketable securities | 235,699 | 374,415 |
Certificates of deposit | Level 3 | Fair Value, Recurring | ||
Assets: | ||
Marketable securities | 0 | 0 |
Forwards | ||
Assets: | ||
Available for sale debt securities | 0 | 0 |
Available for sale debt securities | (1,200) | 16,700 |
Forwards | Fair Value, Recurring | ||
Assets: | ||
Derivatives | (1,200) | 16,700 |
Forwards | Level 1 | Fair Value, Recurring | ||
Assets: | ||
Derivatives | 0 | 0 |
Forwards | Level 2 | Fair Value, Recurring | ||
Assets: | ||
Derivatives | 0 | 0 |
Forwards | Level 3 | Fair Value, Recurring | ||
Assets: | ||
Derivatives | (1,200) | 16,700 |
U.S. government securities | Fair Value, Recurring | ||
Assets: | ||
Marketable securities | 24,062 | 0 |
U.S. government securities | Level 1 | Fair Value, Recurring | ||
Assets: | ||
Marketable securities | 0 | 0 |
U.S. government securities | Level 2 | Fair Value, Recurring | ||
Assets: | ||
Marketable securities | 24,062 | 0 |
U.S. government securities | Level 3 | Fair Value, Recurring | ||
Assets: | ||
Marketable securities | 0 | 0 |
Money market funds | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 421,329 | 598,253 |
Money market funds | Level 1 | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 421,329 | 598,253 |
Money market funds | Level 2 | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Money market funds | Level 3 | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Commercial paper | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 56,540 | 13,997 |
Commercial paper | Level 1 | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Commercial paper | Level 2 | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 56,540 | 13,997 |
Commercial paper | Level 3 | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Certificates of deposit | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 0 | 40,954 |
Certificates of deposit | Level 1 | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Certificates of deposit | Level 2 | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 0 | 40,954 |
Certificates of deposit | Level 3 | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 0 | 0 |
U.S. government securities | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 27,598 | 0 |
U.S. government securities | Level 1 | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 0 | 0 |
U.S. government securities | Level 2 | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 27,598 | 0 |
U.S. government securities | Level 3 | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | $ 0 | $ 0 |
Fair Value Measurements and F_4
Fair Value Measurements and Financial Instruments - Narrative (Details) $ in Millions | Apr. 05, 2019shares | Nov. 30, 2021shares | Feb. 29, 2020USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Gain (loss) on equity securities still held | $ (36.2) | $ (39) | ||||
Restrictions on selling common stock, period | 6 months | |||||
BioCryst Pharmaceuticals, Inc. | Level 3 | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Number of shares purchased (in shares) | shares | 3,846,000 | |||||
Preferred Shares | Debt Securities | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Number of shares purchased (in shares) | shares | 2,495 | |||||
Preferred shares, quarterly payments | $ 15.6 | |||||
Preferred shares, fixed payment amount | $ 250 | |||||
Preferred shares, weighted average cost of capital | 10.50% | 9.50% | ||||
Preferred Shares | Redemption, Period One | Debt Securities | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Redemption price, percentage | 2 | |||||
Cytokinetics Commercial Launch Funding | Level 3 | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Interest rate volatility (as a percent) | 30.00% | |||||
Risk-adjusted discount rate (as a percent) | 13.20% |
Fair Value Measurements and F_5
Fair Value Measurements and Financial Instruments - Summary of Change in Carrying Value of Level 3 Financial Instruments (Details) - Level 3 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Equity Securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning of the period | $ 43,013 | $ 0 |
Gain (loss) on equity securities | 19,525 | |
Balance at the end of the period | 62,538 | 0 |
Debt Securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning of the period | 253,700 | 214,400 |
Purchases | 64,579 | 17,585 |
Gains/(losses) on initial recognition | 9,400 | |
Unrealized gains included in other comprehensive losses | 1,625 | 5,125 |
Unrealized (losses)/gains included in earnings | (1,600) | |
Settlement of forwards | 1,921 | 5,315 |
Redemption of debt securities | (15,625) | (15,625) |
Balance at the end of the period | 314,000 | 226,800 |
Forwards | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning of the period | 16,700 | 18,600 |
Unrealized (losses)/gains included in earnings | (15,979) | 9,115 |
Settlement of forwards | (1,921) | (5,315) |
Balance at the end of the period | (1,200) | 22,400 |
Funding Commitments | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning of the period | 0 | 0 |
Gains/(losses) on initial recognition | (9,400) | |
Unrealized (losses)/gains included in earnings | 1,000 | |
Balance at the end of the period | $ (8,400) | $ 0 |
Fair Value Measurements and F_6
Fair Value Measurements and Financial Instruments - Schedule of Estimated Fair Values Based on Level 3 Inputs (Details) - Level 3 - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Financial royalty assets, net | $ 18,639,293 | $ 19,047,183 |
Carrying Value, net | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Financial royalty assets, net | $ 13,467,211 | $ 13,718,245 |
Financial Royalty Assets - Summ
Financial Royalty Assets - Summary of Financial Royalty Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross Carrying Value | $ 15,917,461 | $ 16,027,541 |
Cumulative allowance for changes in expected cash flows | (1,618,343) | (1,384,141) |
Net carrying value, before cumulative allowance for credit losses | 14,299,118 | 14,643,400 |
Cumulative allowance for credit losses | (261,223) | (310,804) |
Net carrying value | 14,037,895 | 14,332,596 |
Cystic fibrosis franchise | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross Carrying Value | 5,328,216 | 5,335,641 |
Cumulative allowance for changes in expected cash flows | 0 | (48,636) |
Net carrying value, before cumulative allowance for credit losses | 5,328,216 | 5,287,005 |
Tysabri | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross Carrying Value | 1,801,152 | 1,846,069 |
Cumulative allowance for changes in expected cash flows | (30,613) | (16,617) |
Net carrying value, before cumulative allowance for credit losses | 1,770,539 | 1,829,452 |
Imbruvica | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross Carrying Value | 1,439,186 | 1,438,730 |
Cumulative allowance for changes in expected cash flows | (345,780) | (236,871) |
Net carrying value, before cumulative allowance for credit losses | 1,093,406 | 1,201,859 |
Xtandi | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross Carrying Value | 1,081,587 | 1,100,065 |
Cumulative allowance for changes in expected cash flows | (196,958) | (172,101) |
Net carrying value, before cumulative allowance for credit losses | 884,629 | 927,964 |
Tremfya | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross Carrying Value | 869,596 | 727,774 |
Cumulative allowance for changes in expected cash flows | 0 | 0 |
Net carrying value, before cumulative allowance for credit losses | 869,596 | 727,774 |
Aggregate royalty amount when patents cease | 1,300,000 | 1,300,000 |
Evrysdi | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross Carrying Value | 736,665 | 881,671 |
Cumulative allowance for changes in expected cash flows | (20,797) | 0 |
Net carrying value, before cumulative allowance for credit losses | 715,868 | 881,671 |
Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross Carrying Value | 4,661,059 | 4,697,591 |
Cumulative allowance for changes in expected cash flows | (1,024,195) | (909,916) |
Net carrying value, before cumulative allowance for credit losses | $ 3,636,864 | $ 3,787,675 |
Cumulative Allowance and the _3
Cumulative Allowance and the Provision for Changes in Expected Cash Flows from Financial Royalty Assets - Schedule of Cumulative Allowance for Changes in Expected Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ (1,694,945) | |
Increases to the cumulative allowance for changes in expected cash flows from financial royalty assets | (319,191) | |
Decreases to the cumulative allowance for changes in expected cash flows from financial royalty assets | 84,989 | |
Current period provision for credit losses | 49,581 | |
Ending balance | (1,879,566) | |
Cumulative allowance for credit losses | $ 261,223 | $ 310,804 |
Intangible Royalty Assets, Ne_2
Intangible Royalty Assets, Net - Schedule of Intangible Royalty Interests (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 606,216 | $ 606,216 |
Accumulated Amortization | 606,216 | 600,546 |
Net Carrying Value | 0 | 5,670 |
DPP-IV patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 606,216 | 606,216 |
Accumulated Amortization | 606,216 | 600,546 |
Net Carrying Value | $ 0 | $ 5,670 |
Intangible Royalty Assets, Ne_3
Intangible Royalty Assets, Net - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
DPP-IV patents | Revenue Benchmark | Individual Licensees Concentration List | ||
Finite-Lived Intangible Assets [Line Items] | ||
Individual licensees exceeding 10% or more of revenue (as a percent) | 96.00% | 99.00% |
Non-Consolidated Affiliates (De
Non-Consolidated Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Feb. 11, 2020 | May 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | $ 418,151 | $ 435,394 | |||
Equity in income (loss) of non-consolidated affiliates | 397 | $ (1,918) | |||
Distributions from equity method investees | 20,690 | 17,325 | |||
Avillion II | Merck Asset - Phase II Clinical Trial | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Other commitment | $ 122,500 | ||||
Avillion II | AZ Asset - Phase II and Phase III Clinical Trial | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Other commitments, percentage of costs (as a percent) | 44.00% | ||||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Legacy Investors Partnerships | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | $ 303,700 | ||||
Equity in income (loss) of non-consolidated affiliates | 4,500 | 5,200 | |||
Distributions from equity method investees | 7,300 | 3,900 | |||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Avillion Entities | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity in income (loss) of non-consolidated affiliates | (4,100) | (7,100) | |||
Equity method investment, unfunded commitments | (8,200) | $ (11,200) | |||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Avillion I | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Distributions from equity method investees | $ 13,400 | $ 13,400 |
Research & Development ("R&D"_2
Research & Development ("R&D") Funding Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Research and development funding expense | $ 100,500 | $ 2,641 |
Cytokinetics | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Research and development funding expense | 100,000 | |
Funding Agreements With Sanofi | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Remaining commitment for R&D funding agreement | $ 10,500 |
Borrowings - Schedule of Borrow
Borrowings - Schedule of Borrowings (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Unamortized debt discount and issuance costs | $ (198,862,000) | $ (203,930,000) |
Total debt carrying value | 7,101,138,000 | 7,096,070,000 |
Less: Current portion of long-term debt | 0 | 0 |
Total long-term debt | $ 7,101,138,000 | 7,096,070,000 |
Unsecured Debt | Point Seven Five Percent Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as a percent) | 0.75% | |
Debt issued as a percent of par value (as a percent) | 99.322% | |
Debt issued, amount | $ 1,000,000,000 | 1,000,000,000 |
Unsecured Debt | One Point Two Zero Percent Senior Notes Due 2025 | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as a percent) | 1.20% | |
Debt issued as a percent of par value (as a percent) | 98.875% | |
Debt issued, amount | $ 1,000,000,000 | 1,000,000,000 |
Unsecured Debt | One Point Seven Five Percent Senior Notes Due 2027 | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as a percent) | 1.75% | |
Debt issued as a percent of par value (as a percent) | 98.284% | |
Debt issued, amount | $ 1,000,000,000 | 1,000,000,000 |
Unsecured Debt | Two Point Two Zero Percent Senior Notes Due 2030 | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as a percent) | 2.20% | |
Debt issued as a percent of par value (as a percent) | 97.76% | |
Debt issued, amount | $ 1,000,000,000 | 1,000,000,000 |
Unsecured Debt | Two Point One Five Zero Percent Senior Notes Due 2031 | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as a percent) | 2.15% | |
Debt issued as a percent of par value (as a percent) | 98.263% | |
Debt issued, amount | $ 600,000,000 | 600,000,000 |
Unsecured Debt | Three Point Three Zero Percent Senior Notes Due 2040 | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as a percent) | 3.30% | |
Debt issued as a percent of par value (as a percent) | 95.556% | |
Debt issued, amount | $ 1,000,000,000 | 1,000,000,000 |
Unsecured Debt | Three Point Five Five Percent Senior Notes Due 2050 | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as a percent) | 3.55% | |
Debt issued as a percent of par value (as a percent) | 95.306% | |
Debt issued, amount | $ 1,000,000,000 | 1,000,000,000 |
Unsecured Debt | Three Point Three Five Zero Percent Due 2051 | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate (as a percent) | 3.35% | |
Debt issued as a percent of par value (as a percent) | 97.565% | |
Debt issued, amount | $ 700,000,000 | $ 700,000,000 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) | Sep. 18, 2020USD ($) | Sep. 02, 2020USD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Jul. 26, 2021USD ($) |
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Debt issued, amount | $ 1,300,000,000 | ||||
Unamortized discount and loan issuance costs on long-term debt | 27,500,000 | ||||
Senior Notes | Senior Notes Due 2031 | |||||
Debt Instrument [Line Items] | |||||
Debt issued, amount | 600,000,000 | ||||
Senior Notes | Senior Notes Due 2051 | |||||
Debt Instrument [Line Items] | |||||
Debt issued, amount | 700,000,000 | ||||
Debt issuance costs | $ 12,300,000 | ||||
Weighted average coupon rate (as a percent) | 2.80% | ||||
Weighted average effective interest rate (as a percent) | 3.06% | ||||
Unsecured Debt | The Notes | |||||
Debt Instrument [Line Items] | |||||
Debt issued, amount | $ 6,000,000,000 | ||||
Unamortized discount and loan issuance costs on long-term debt | 149,000,000 | $ (198,900,000) | |||
Debt issuance costs | $ 40,400,000 | ||||
Weighted average coupon rate (as a percent) | 2.125% | ||||
Weighted average effective interest rate (as a percent) | 2.50% | ||||
Unsecured Debt | The Notes | Level 2 | |||||
Debt Instrument [Line Items] | |||||
Fair value of outstanding Notes | $ 6,400,000,000 | $ 7,200,000,000 | |||
Unsecured Debt | The Notes | Prior to the applicable par call date | |||||
Debt Instrument [Line Items] | |||||
Redemption price (as a percent) | 100.00% | ||||
Unsecured Debt | The Notes | Upon occurrence of a change of control triggering event | |||||
Debt Instrument [Line Items] | |||||
Redemption price (as a percent) | 101.00% | ||||
Unsecured Debt | Senior Unsecured Revolving Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 5 years | ||||
Line of credit, maximum borrowing capacity | $ 1,500,000,000 | ||||
Outstanding borrowings | $ 0 | $ 0 | |||
Maximum consolidated leverage ratio | 4 | ||||
Maximum consolidated leverage ratio following qualifying material acquisition | 4.50 | ||||
Minimum consolidated coverage ratio | 2.50 | ||||
Unsecured Debt | Senior Unsecured Revolving Credit Facility | Federal Funds Rate | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (percentage) | 0.50% | ||||
Unsecured Debt | Senior Unsecured Revolving Credit Facility | Overnight Bank Funding Rate | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (percentage) | 0.50% | ||||
Unsecured Debt | Senior Unsecured Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (percentage) | 1.00% |
Borrowings - Schedule of Repaym
Borrowings - Schedule of Repayments of Debt by Year (Details) - Unsecured Debt - The Notes - USD ($) $ in Thousands | Mar. 31, 2022 | Sep. 02, 2020 |
Debt Instrument [Line Items] | ||
Remainder of 2022 | $ 0 | |
2023 | 1,000,000 | |
2024 | 0 | |
2025 | 1,000,000 | |
2026 | 0 | |
Thereafter | 5,300,000 | |
Total | 7,300,000 | |
Unamortized discount and loan issuance costs on long-term debt | $ (198,900) | $ 149,000 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |||||
Mar. 31, 2022voteclassnoncontrolling_interest£ / sharesshares | Mar. 31, 2022USD ($)voteclassnoncontrolling_interest$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021shares | Dec. 31, 2020shares | Jun. 15, 2020shares | |
Class of Stock [Line Items] | ||||||
Number of classes of stock | class | 2 | 2 | ||||
Number of votes per share | vote | 1 | 1 | ||||
Number of noncontrolling interests | noncontrolling_interest | 4 | 4 | ||||
Dividends declared and paid (in dollars per share) | $ / shares | $ 0.19 | $ 0.17 | ||||
Dividends declared and paid | $ | $ 82.3 | $ 66 | ||||
Requisite service period | 1 year | |||||
Share based compensation | $ | $ 0.7 | $ 0.9 | ||||
Deferred Shares | ||||||
Class of Stock [Line Items] | ||||||
Shares, outstanding (in shares) | 363,521,000 | 363,521,000 | 321,128,000 | 361,170,000 | 316,407,000 | |
Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Common shares outstanding | 435,316,000 | 435,316,000 | 432,963,000 | |||
Dividends declared and paid (in dollars per share) | $ / shares | $ 0.19 | $ 0.17 | ||||
Common Class A | 2020 Equity Incentive Plan | ||||||
Class of Stock [Line Items] | ||||||
Shares reserved for future issuance (in shares) | 800,000 | |||||
Common Class B | ||||||
Class of Stock [Line Items] | ||||||
Common shares outstanding | 171,862,000 | 171,862,000 | 174,213,000 | |||
Class R Redeemable Stock | ||||||
Class of Stock [Line Items] | ||||||
Common shares outstanding | 50,000 | 50,000 | 50,000 | |||
Shares, outstanding (in shares) | 50,000 | 50,000 | ||||
Redeemable stock, redemption price (in euros per share) | £ / shares | £ 1 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance | $ 10,248,545 | $ 9,895,815 |
Contributions | 3,323 | 3,253 |
Distributions | (148,976) | (145,378) |
Other exchanges | 0 | 0 |
Net income (loss) | 128,083 | 158,979 |
Unrealized gains on available for sale debt securities | 1,625 | 5,125 |
Reclassification of unrealized gains on available for sale debt securities | (8,954) | (15,491) |
Ending balance | 10,141,879 | 9,837,033 |
Non-Controlling Interests | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance | 4,471,951 | 5,077,036 |
Contributions | 3,323 | 3,253 |
Distributions | (148,976) | (145,378) |
Other exchanges | (35,284) | (65,072) |
Net income (loss) | 76,322 | 89,860 |
Unrealized gains on available for sale debt securities | 668 | 2,413 |
Reclassification of unrealized gains on available for sale debt securities | (3,680) | (7,294) |
Ending balance | 4,364,324 | 4,954,818 |
Non-Controlling Interests | RPSFT | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance | 13,528 | 12,436 |
Contributions | 0 | 0 |
Distributions | (10,260) | (13,653) |
Other exchanges | 0 | 0 |
Net income (loss) | 5,141 | 15,058 |
Unrealized gains on available for sale debt securities | 0 | 0 |
Reclassification of unrealized gains on available for sale debt securities | 0 | 0 |
Ending balance | 8,409 | 13,841 |
Non-Controlling Interests | Legacy Investors Partnerships | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance | 1,809,269 | 1,939,509 |
Contributions | 1,970 | 3,253 |
Distributions | (104,201) | (94,542) |
Other exchanges | 0 | 0 |
Net income (loss) | 50,520 | 36,257 |
Unrealized gains on available for sale debt securities | 286 | 901 |
Reclassification of unrealized gains on available for sale debt securities | (1,575) | (2,723) |
Ending balance | 1,756,269 | 1,882,655 |
Non-Controlling Interests | Continuing Investors Partnerships | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance | 2,649,154 | 3,125,091 |
Contributions | 1,353 | 0 |
Distributions | (34,515) | (37,183) |
Other exchanges | (35,284) | (65,072) |
Net income (loss) | 20,661 | 38,545 |
Unrealized gains on available for sale debt securities | 382 | 1,512 |
Reclassification of unrealized gains on available for sale debt securities | (2,105) | (4,571) |
Ending balance | 2,599,646 | 3,058,322 |
Non-Controlling Interests | EPA Holdings | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance | 0 | 0 |
Contributions | 0 | 0 |
Distributions | 0 | 0 |
Other exchanges | 0 | 0 |
Net income (loss) | 0 | 0 |
Unrealized gains on available for sale debt securities | 0 | 0 |
Reclassification of unrealized gains on available for sale debt securities | 0 | 0 |
Ending balance | $ 0 | $ 0 |
Non-Controlling Interests | RP Holdings | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Noncontrolling interest (percentage) | 72.00% | 65.00% |
Non-Controlling Interests | RP Holdings | Continuing Investors Partnerships | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Noncontrolling interest (percentage) | 28.00% | 35.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | |
Earnings Per Share, Basic [Abstract] | ||
Common stock exchange ratio | 1 | |
Numerator | ||
Net income (loss) | $ 128,083 | $ 158,979 |
Less: net income attributable to non-controlling interest | 76,322 | 89,860 |
Net income attributable to Royalty Pharma plc - basic | 51,761 | 69,119 |
Add: Reallocation of net income attributable to non-controlling interest from the assumed conversion of Class B ordinary shares | 20,661 | 38,545 |
Net income attributable to Royalty Pharma plc - diluted | $ 72,422 | $ 107,664 |
Denominator | ||
Weighted average Class A ordinary shares outstanding - basic (in shares) | shares | 433,956 | 389,760 |
Class B ordinary shares exchangeable for Class A ordinary shares (in shares) | shares | 173,220 | 217,350 |
Unvested RSUs (in shares) | shares | 25 | 38 |
Weighted average Class A ordinary shares outstanding - diluted (in shares) | shares | 607,201 | 607,148 |
Earnings per Class A ordinary share - basic (in dollars per share) | $ / shares | $ 0.12 | $ 0.18 |
Earnings per Class A ordinary share - diluted (in dollars per share) | $ / shares | $ 0.12 | $ 0.18 |
Class B Holders | ||
Numerator | ||
Less: net income attributable to non-controlling interest | $ 20,661 | $ 38,545 |
Legacy Investors Partnerships and RPSFT | ||
Numerator | ||
Less: net income attributable to non-controlling interest | $ 55,661 | $ 51,315 |
Indirect Cash Flow (Details)
Indirect Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||
Net income (loss) | $ 128,083 | $ 158,979 |
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | ||
Income from financial royalty assets | (511,523) | (529,625) |
Provision for changes in expected cash flows from financial royalty assets | 184,621 | 292,262 |
Amortization of intangible assets | 5,670 | 5,671 |
Amortization of debt discount and issuance costs | 5,343 | 4,790 |
Losses on derivative financial instruments | 0 | 2,555 |
Losses on equity securities | 36,162 | 54,186 |
Equity in (earnings)/losses of equity method investees | (397) | 1,918 |
Distributions from equity method investees | 20,690 | 17,325 |
Share-based compensation | 496 | 713 |
Interest income accretion | (8,954) | (15,491) |
Unrealized losses/(gains) on available for sale debt securities | 16,579 | (9,115) |
Other | 1,523 | 958 |
Decrease/(increase) in operating assets: | ||
Cash collected on financial royalty assets | 621,689 | 573,946 |
Accrued royalty receivable | 2,096 | (299) |
Other royalty income receivable | 405 | (530) |
Other current assets and other assets | 1,242 | 1,939 |
Increase/(decrease) in operating liabilities: | ||
Accounts payable and accrued expenses | 1,042 | (2,207) |
Interest payable | (44,497) | (31,875) |
Net cash provided by operating activities | $ 460,270 | $ 526,100 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jan. 07, 2022 | Jun. 02, 2021 | Mar. 31, 2022 |
Long-term Purchase Commitment [Line Items] | |||
Funding commitment, outstanding | $ 250,000,000 | ||
Required amount to be drawn | $ 25,000,000 | ||
Long term funding partnership, aggregate amount | $ 225,000,000 | ||
MorphoSys | |||
Long-term Purchase Commitment [Line Items] | |||
Commitment to fund agreement | $ 150,000,000 | ||
MorphoSys | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | |||
Long-term Purchase Commitment [Line Items] | |||
Payment of capital | 350,000,000 | ||
Commitment to fund agreement | $ 150,000,000 | ||
Payment of capital, term | 1 year | ||
Funding Agreement With Biohaven Pharmaceuticals | |||
Long-term Purchase Commitment [Line Items] | |||
Purchase commitment, amount outstanding | $ 115,000,000 | ||
Shares to be purchased | 2,295 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Apr. 16, 2021 | Dec. 08, 2017 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||||
Total distributions payable to non-controlling interests | $ 116,010 | $ 107,934 | |||
Total financial royalty assets, net | $ 14,037,895 | 14,332,596 | |||
Agreement with MSCI | |||||
Related Party Transaction [Line Items] | |||||
Initial term | 7 years | ||||
The Manager | Operating and Personnel Payments | |||||
Related Party Transaction [Line Items] | |||||
Quarterly payments to affiliates, percent of adjusted cash receipts (as a percent) | 6.50% | ||||
Quarterly payments to affiliates, percent of security investment (as a percent) | 0.25% | ||||
Amount calculated for operating and personal payment | $ 1,000 | ||||
Percent calculated for operating and personal payment | 0.3125% | ||||
Operating and personnel payments incurred | $ 41,200 | ||||
The Manager | Former Operating and Personnel Payments | |||||
Related Party Transaction [Line Items] | |||||
Operating and personnel payments incurred | $ 35,700 | ||||
Affiliated Entity | Royalty Distribution Payable to Legacy Investors Partnerships | |||||
Related Party Transaction [Line Items] | |||||
Total distributions payable to non-controlling interests | 102,179 | 92,608 | |||
Affiliated Entity | Royalty Distribution Payable to RP Select Finance Trust | |||||
Related Party Transaction [Line Items] | |||||
Total distributions payable to non-controlling interests | 13,831 | 15,326 | |||
Affiliated Entity | Assignment Agreement - Benefit of Payment Stream | Bristol-Myers Squibb | |||||
Related Party Transaction [Line Items] | |||||
Related party, rate (as a percent) | 50.00% | ||||
Affiliated Entity | Assignment Agreement - Funding Obligations | Bristol-Myers Squibb | |||||
Related Party Transaction [Line Items] | |||||
Related party, rate (as a percent) | 50.00% | ||||
Total financial royalty assets, net | $ 125,400 | 130,900 | |||
Affiliated Entity | Acquisition Of Limited Partnership Interests In Affiliate | |||||
Related Party Transaction [Line Items] | |||||
Number of limited partnership interest acquired (in shares) | 27,210 | ||||
Affiliated Entity | Acquisition Of Limited Partnership Interests In Affiliate | Treasury Stock | |||||
Related Party Transaction [Line Items] | |||||
Treasury interests | $ 4,300 | ||||
Affiliated Entity | Acquisition Of Limited Partnership Interests In Affiliate | Non-Controlling Interests | |||||
Related Party Transaction [Line Items] | |||||
Treasury interests | $ 1,500 | $ 1,600 |