Item 1. Financial Statements
Item 1. Financial Statements
NEUROCRINE BIOSCIENCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in millions, except per share data) March 31,
2021 December 31,
2020
Assets
Current assets:
Cash and cash equivalents $ 352.6 $ 187.1
Debt securities available-for-sale, at fair value (amortized cost $ 520.2 million at March 31, 2021 and $ 612.4 million at December 31, 2020)
521.1 613.9
Accounts receivable 147.8 157.1
Inventories 30.1 28.0
Other current assets 33.8 30.1
Total current assets 1,085.4 1,016.2
Deferred tax assets 325.6 319.4
Debt securities available-for-sale, at fair value (amortized cost $ 249.6 million at March 31, 2021 and $ 226.7 million at December 31, 2020)
249.6 227.1
Right-of-use assets 97.0 82.8
Equity securities 38.9 38.2
Property and equipment, net 45.3 44.6
Restricted cash 3.2 3.2
Other long-term assets 1.4 3.2
Total assets $ 1,846.4 $ 1,734.7
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities $ 171.9 $ 168.7
Other current liabilities 18.1 17.8
Total current liabilities 190.0 186.5
Convertible senior notes 322.0 317.9
Operating lease liabilities 107.5 94.4
Other long-term liabilities 21.3 9.7
Total liabilities 640.8 608.5
Stockholders’ equity:
Preferred stock, $ 0.001 par value; 5.0 shares authorized; no shares issued and outstanding at March 31, 2021 and December 31, 2020
— —
Common stock, $ 0.001 par value; 220.0 shares authorized; issued and outstanding shares were 94.5 at March 31, 2021 and 93.5 at December 31, 2020
0.1 0.1
Additional paid-in capital 1,897.8 1,849.7
Accumulated other comprehensive income 1.0 1.8
Accumulated deficit ( 693.3 ) ( 725.4 )
Total stockholders’ equity 1,205.6 1,126.2
Total liabilities and stockholders’ equity $ 1,846.4 $ 1,734.7
See accompanying notes to the condensed consolidated financial statements.
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NEUROCRINE BIOSCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(unaudited)
Three Months Ended
March 31,
(in millions, except per share data) 2021 2020
Revenues:
Product sales, net $ 231.0 $ 231.1
Collaboration revenue 5.6 6.0
Total revenues 236.6 237.1
Operating expenses:
Cost of sales 2.9 2.1
Research and development 73.2 58.3
Selling, general and administrative 129.0 117.8
Total operating expenses 205.1 178.2
Operating income 31.5 58.9
Other (expense) income:
Interest expense ( 6.4 ) ( 8.2 )
Unrealized gain (loss) on restricted equity securities 0.7 ( 16.5 )
Investment income and other, net 1.4 4.7
Total other expense, net ( 4.3 ) ( 20.0 )
Income before (benefit from) provision for income taxes 27.2 38.9
(Benefit from) provision for income taxes ( 4.9 ) 1.5
Net income 32.1 37.4
Unrealized loss on debt securities available-for-sale, net of tax ( 0.8 ) ( 2.8 )
Comprehensive income $ 31.3 $ 34.6
Net income per share, basic $ 0.34 $ 0.40
Net income per share, diluted $ 0.33 $ 0.39
Weighted average common shares outstanding, basic 94.2 92.6
Weighted average common shares outstanding, diluted 98.2 97.0
See accompanying notes to the condensed consolidated financial statements.
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NEUROCRINE BIOSCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
Accumulated Other Comprehensive Income (Loss)
Common Stock Additional Paid-In Capital Accumulated Deficit
(in millions) Shares $ Total
Balances at December 31, 2020
93.5 $ 0.1 $ 1,849.7 $ 1.8 $ ( 725.4 ) $ 1,126.2
Net income — — — — 32.1 32.1
Unrealized loss on debt securities available-for-sale, net of tax — — — ( 0.8 ) — ( 0.8 )
Share-based compensation expense — — 32.9 — — 32.9
Issuances of common stock under stock plans 1.0 — 15.2 — — 15.2
Balances at March 31, 2021
94.5 $ 0.1 $ 1,897.8 $ 1.0 $ ( 693.3 ) $ 1,205.6
Balances at December 31, 2019
92.3 $ 0.1 $ 1,768.1 $ 1.4 $ ( 1,132.7 ) $ 636.9
Net income — — — — 37.4 37.4
Unrealized loss on debt securities available-for-sale, net of tax — — — ( 2.8 ) — ( 2.8 )
Share-based compensation expense — — 22.8 — — 22.8
Issuances of common stock under stock plans 0.5 — 6.0 — — 6.0
Balances at March 31, 2020
92.8 $ 0.1 $ 1,796.9 $ ( 1.4 ) $ ( 1,095.3 ) $ 700.3
See accompanying notes to the condensed consolidated financial statements.
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NEUROCRINE BIOSCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
March 31,
(in millions) 2021 2020
Cash Flows from Operating Activities:
Net income $ 32.1 $ 37.4
Reconciliation of net income to net cash provided by operating activities:
Share-based compensation expense 32.9 22.8
Depreciation 2.5 2.1
Amortization of debt discount 3.9 5.0
Amortization of debt issuance costs 0.3 0.3
Change in fair value of equity security investments ( 0.7 ) 16.5
Deferred income taxes ( 6.2 ) —
Other 2.6 0.4
Change in operating assets and liabilities:
Accounts receivable 9.3 ( 22.1 )
Inventories ( 2.1 ) ( 3.9 )
Accounts payable and accrued liabilities 11.0 ( 16.2 )
Other assets and liabilities, net 1.7 ( 6.8 )
Net cash provided by operating activities 87.3 35.5
Cash Flows from Investing Activities:
Purchases of debt securities available-for-sale ( 93.7 ) ( 172.0 )
Sales and maturities of debt securities available-for-sale 161.3 206.5
Purchases of property and equipment ( 4.5 ) ( 1.3 )
Net cash provided by investing activities 63.1 33.2
Cash Flows from Financing Activities:
Issuances of common stock under benefit plans 15.2 6.0
Partial repurchase of convertible senior notes ( 0.1 ) —
Net cash provided by financing activities 15.1 6.0
Change in cash, cash equivalents and restricted cash 165.5 74.7
Cash, cash equivalents and restricted cash at beginning of period 190.3 115.5
Cash, cash equivalents and restricted cash at end of period $ 355.8 $ 190.2
Supplemental Disclosure:
Non-cash capital expenditures $ 0.1 $ 0.8
Right-of-use assets acquired through operating leases $ 16.0 $ —
See accompanying notes to the condensed consolidated financial statements.
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NEUROCRINE BIOSCIENCES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Organization and Significant Accounting Policies
Description of Business . Neurocrine Biosciences, Inc., or Neurocrine Biosciences, the Company, we, our or us, was incorporated in California in 1992 and reincorporated in Delaware in 1996. Neurocrine Continental, Inc., is a Delaware corporation and a wholly owned subsidiary of Neurocrine Biosciences. We also have two wholly owned Irish subsidiaries, Neurocrine Therapeutics, Ltd. and Neurocrine Europe, Ltd., both of which were formed in December 2014 and are inactive.
We are a neuroscience-focused, biopharmaceutical company dedicated to discovering, developing and delivering life-changing treatments for people with serious, challenging and under-addressed neurological, endocrine and psychiatric disorders. Our diverse portfolio includes United States Food and Drug Administration, or FDA, approved treatments for tardive dyskinesia, Parkinson’s disease, endometriosis*, uterine fibroids* and clinical programs in multiple therapeutic areas. For nearly three decades, we have specialized in targeting and interrupting disease-causing mechanisms involving the interconnected pathways of the nervous and endocrine systems. (*in collaboration with AbbVie Inc.)
Basis of Presentation . The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, for interim financial information and with the instructions of the Securities and Exchange Commission, or SEC, on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of our financial position and of the results of operations and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements include the accounts of Neurocrine Biosciences and our wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020, included in our Annual Report on Form 10-K, or the 2020 Form 10-K, filed with the SEC. The results of operations for the interim period shown in this report are not necessarily indicative of the results that may be expected for any other interim period or the full year. The condensed consolidated balance sheet at December 31, 2020, has been derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.
There were no significant changes to our significant accounting policies as disclosed in the 2020 Form 10-K.
Recently Adopted Accounting Pronouncements.
ASU 2019-12 . On January 1, 2021, we adopted Accounting Standards Update, or ASU, 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , using the modified retrospective transition method. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application of Topic 740. The adoption of ASU 2019-12 did not result in a cumulative-effect adjustment to retained earnings. The comparative prior period information continues to be reported under the accounting standards in effect during those periods. The impact of the adoption is expected to be immaterial to our financial position, results of operations, and cash flows on an ongoing basis.
Recently Issued Accounting Pronouncements.
ASU 2020-06 . In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity , which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments, and amends existing earnings-per-share, or EPS, guidance by requiring that an entity use the if-converted method when calculating diluted EPS for convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We plan to adopt ASU 2020-06 effective January 1, 2022 using the modified retrospective transition method. We are currently evaluating the effect ASU 2020-06 will have on our consolidated financial statements and related disclosures.
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2. Significant Collaboration and Licensing Agreements
Takeda Pharmaceutical Company Limited. We entered into an exclusive license agreement with Takeda Pharmaceutical Company Limited, or Takeda, which became effective in July 2020, to develop and commercialize certain compounds in Takeda’s early to mid-stage psychiatry pipeline. Specifically, Takeda granted us an exclusive license to (i) luvadaxistat (NBI-1065844/TAK-831) for adults with negative symptoms of schizophrenia, (ii) NBI-1065845 (TAK-653) for treatment-resistant depression, (iii) NBI-1065846 (TAK-041) for anhedonia and (iv) four non-clinical stage assets.
With respect to luvadaxistat, Takeda will retain the right to opt-in to a profit-sharing arrangement pursuant to which we and Takeda will equally share in the operating profits and losses associated with luvadaxistat (in lieu of receiving payments for milestones and royalties), subject to certain exceptions. Subject to specified conditions, Takeda may elect to exercise such opt-in right for luvadaxistat before we initiate a Phase III clinical study.
With respect to NBI-1065845 and NBI-1065846, Takeda will retain the rights to opt-out of the profit-sharing arrangements pursuant to which Takeda would be entitled to receive royalties on the future net sales of such asset (in lieu of equally sharing in the operating profits and losses). Takeda may elect to exercise such opt-out rights immediately following the completion of the associated second Phase II clinical study or, under certain circumstances related to the development and commercialization activities to be performed by us, before the initiation of a Phase III clinical study for such asset.
Under the terms of the agreement, Takeda may be entitled to receive payments of up to $ 1.9 billion upon the achievement of certain milestones associated with luvadaxistat and the four non-clinical stage assets, as well as receive royalties on the future net sales of such assets. We and Takeda will equally share in the operating profits and losses associated with NBI-1065845 and NBI-1065846.
Idorsia Pharmaceuticals Ltd. In May 2020, we entered a collaboration and licensing agreement with Idorsia Pharmaceuticals Ltd, or Idorsia, to license the global rights to NBI-827104 (ACT-709478), a potent, selective, orally active and brain penetrating T-type calcium channel blocker, in clinical development for the treatment of a rare pediatric epilepsy.
Under the terms of the agreement, Idorsia may be entitled to receive payments of up to $ 1.7 billion upon the achievement of certain milestones as well as receive royalties on the future net sales of any collaboration product.
Xenon Pharmaceuticals, Inc. In December 2019, we entered into a license and collaboration agreement with Xenon Pharmaceuticals Inc., or Xenon, to identify, research, and develop sodium channel inhibitors, including clinical candidate NBI-921352 (XEN901) and three preclinical candidates.
Under the terms of the agreement, Xenon may be entitled to receive payments of up to $ 1.7 billion upon the achievement of certain milestones as well as receive royalties on the future net sales of any collaboration product.
Voyager Therapeutics, Inc. We entered into a collaboration and license agreement with Voyager Therapeutics, Inc., or Voyager, which became effective in March 2019, to develop and commercialize four programs using Voyager’s proprietary gene therapy platform. The four programs consist of the NBIb-1817 (VY-AADC) for Parkinson’s disease program, the Friedreich’s ataxia program and the rights to two undisclosed programs.
In February 2021, we notified Voyager of our termination of the NBIb-1817 for Parkinson’s disease program. The effective date of this termination will be August 2, 2021. The termination does not apply to any other development program other than NBIb-1817 for Parkinson’s disease, and our collaboration and license agreement with Voyager will otherwise continue in effect.
Under the terms of the agreement, Voyager may be entitled to receive payments of up to $ 1.3 billion upon the achievement of certain milestones, as well as receive royalties on the future net sales of any collaboration product.
BIAL – Portela & Ca, S.A. We acquired the United States, or US, and Canada rights to ONGENTYS ® (opicapone) from BIAL in the first quarter of 2017. We launched ONGENTYS in the US in September 2020, after receiving FDA approval for ONGENTYS as an adjunctive therapy to levodopa/DOPA decarboxylase inhibitors in adult Parkinson's disease patients in April 2020. Under the terms of the agreement, BIAL may be entitled to receive payments of up to $ 75.0 million upon the achievement of certain milestones.
Mitsubishi Tanabe Pharma Corporation. In March 2015, we entered into a collaboration and license agreement with Mitsubishi Tanabe Pharma Corporation, or MTPC, for the development and commercialization of INGREZZA ® (valbenazine) for movement disorders in Japan and other select Asian markets.
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In February 2021, MTPC reported positive top-line results from the J-KINECT Phase III study, designed to evaluate the efficacy and safety of valbenazine in tardive dyskinesia. In April 2021, MTPC submitted a Marketing Authorization Application, or MAA, with the Ministry of Health and Welfare in Japan for valbenazine for the treatment of tardive dyskinesia. MTPC submission of valbenazine triggered a milestone payment of $ 15.0 million, to be paid by MTPC to Neurocrine Biosciences and recognized as collaboration revenue in the second quarter of 2021.
In accordance with our continuing performance obligations, $ 5.7 million of the $ 30.0 million upfront payment received from MTPC is being deferred and will be recognized as collaboration revenue over the ongoing KINECT-HD study period using an input method according to costs incurred to-date relative to estimated total costs associated with the study. We recognized collaboration revenue of $ 1.1 million and $ 1.3 million for the three months ended March 31, 2021 and 2020, respectively, in connection with the ongoing KINECT-HD study, a placebo-controlled Phase III study of valbenazine in adult Huntington’s disease patients with chorea.
Under the terms of the agreement, we are entitled to receive royalties on the future worldwide net sales of any collaboration product in select territories in Asia and may also be entitled to receive payments of up to $ 70.0 million upon the achievement of certain milestones, including the $ 15.0 million milestone payment triggered upon MTPC submission of valbenazine in April 2021.
AbbVie Inc. In June 2010, we entered into an exclusive worldwide collaboration with AbbVie Inc., or AbbVie, to develop and commercialize elagolix and all next-generation gonadotropin-releasing factor antagonists for women’s and men’s health.
AbbVie received approval for ORILISSA ® (elagolix tablets) in the US and Canada in August and November 2018, respectively, after receiving FDA and Health Canada approval for ORILISSA for endometriosis in July and October 2018, respectively. In June 2020, AbbVie launched ORIAHNN ® (elagolix, estradiol and norethindrone acetate capsules and elagolix capsules) in the US after receiving FDA approval for ORIAHNN for uterine fibroids in May 2020. We recognized sales-based royalties on AbbVie net sales of ORILISSA and ORIAHNN of $ 4.5 million and $ 4.7 million for the three months ended March 31, 2021 and 2020, respectively.
Under the terms of the agreement, we are entitled to receive royalties on the future worldwide net sales of any collaboration product and may also be entitled to receive payments of up to $ 366.0 million upon the achievement of certain milestones.
3. Debt Securities
The following table summarizes the amortized cost, unrealized gain and loss recognized in accumulated other comprehensive income (loss), allowance for credit losses, and fair value of debt securities available-for-sale at March 31, 2021, aggregated by major security type and contractual maturity:
(in millions) Contractual
Maturity Amortized
Cost Unrealized
Gain Unrealized
Loss Allowance for Credit Losses Fair
Value
Commercial paper Within 1 year $ 93.2 $ — $ — $ — $ 93.2
Corporate debt securities Within 1 year 239.6 0.9 — — 240.5
Securities of government-sponsored entities
Within 1 year 187.4 — — — 187.4
$ 520.2 $ 0.9 $ — $ — $ 521.1
Corporate debt securities 1 to 2 years $ 169.0 $ 0.1 $ ( 0.2 ) $ — $ 168.9
Securities of government-sponsored entities
1 to 2 years 80.6 0.1 — — 80.7
$ 249.6 $ 0.2 $ ( 0.2 ) $ — $ 249.6
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The following table summarizes the amortized cost, unrealized gain and loss recognized in accumulated other comprehensive income (loss), allowance for credit losses, and fair value of debt securities available-for-sale at December 31, 2020, aggregated by major security type and contractual maturity:
(in millions) Contractual
Maturity Amortized
Cost Unrealized
Gain Unrealized
Loss Allowance for Credit Losses Fair
Value
Commercial paper Within 1 year $ 82.2 $ — $ — — $ 82.2
Corporate debt securities Within 1 year 299.3 1.4 — — 300.7
Securities of government-sponsored entities
Within 1 year 230.9 0.1 — — 231.0
$ 612.4 $ 1.5 $ — $ — $ 613.9
Corporate debt securities 1 to 2 years $ 144.8 $ 0.4 $ — — $ 145.2
Securities of government-sponsored entities
1 to 2 years 81.9 0.1 ( 0.1 ) — 81.9
$ 226.7 $ 0.5 $ ( 0.1 ) $ — $ 227.1
The following table summarizes debt securities available-for-sale in an unrealized loss position for which an allowance for credit losses has not been recorded at March 31, 2021 and December 31, 2020, aggregated by major security type and length of time in a continuous unrealized loss position:
Less Than 12 Months 12 Months or Longer Total
(in millions) Fair
Value Unrealized
Loss Fair
Value Unrealized
Loss Fair
Value Unrealized
Loss
March 31, 2021:
Corporate Debt Securities $ 164.6 $ ( 0.2 ) $ — $ — $ 164.6 $ ( 0.2 )
December 31, 2020:
Securities of government-sponsored entities $ 95.0 $ ( 0.1 ) $ — $ — $ 95.0 $ ( 0.1 )
At March 31, 2021, our security portfolio consisted of 126 securities related to investments in debt securities available-for-sale, of which 39 securities were in an unrealized loss position.
Our investments in corporate debt securities in an unrealized loss position at March 31, 2021 are of high credit quality (rated A or higher). Unrealized losses on these investments were primarily due to changes in interest rates. We do not intend to sell these investments and it is not more likely than not that we will be required to sell these investments before recovery of their amortized cost basis.
Accrued interest receivables on debt securities available-for-sale totaled $ 3.2 million and $ 3.7 million at March 31, 2021 and December 31, 2020, respectively. We do not measure an allowance for credit losses for accrued interest receivables. For the purposes of identifying and measuring an impairment, accrued interest is excluded from both the fair value and amortized cost basis of the debt security. Uncollectible accrued interest receivables associated with an impaired debt security are reversed against interest income upon identification of the impairment. No accrued interest receivables were written off during the three months ended March 31, 2021 or 2020.
4. Fair Value Measurements
We record cash equivalents and investments in debt securities available-for-sale and equity securities at fair value based on a fair value hierarchy that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). The fair value hierarchy consists of the following three levels:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 – Unobservable inputs that reflect our own assumptions about the assumptions that market participants would use in pricing the asset or liability when there is little, if any, market activity for the asset or liability at the measurement date.
Investments in debt securities available-for-sale are classified as Level 2 and carried at fair value. We estimate the fair value of debt securities available-for-sale by utilizing third-party pricing services. These pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either
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directly or indirectly, to estimate fair value. Such inputs include market pricing based on real-time trade data for similar instruments, issuer credit spreads, benchmark yields, broker/dealer quotes and other observable inputs. We validate valuations obtained from third-party pricing services by understanding the models used, obtaining market values from other pricing sources, and analyzing data in certain instances.
Investments in equity securities of certain companies that are subject to holding period restrictions longer than one year are classified as Level 3 and carried at fair value using an option pricing valuation model. The most significant assumptions within the option pricing valuation model are the stock price volatility, which is based on the historical volatility of similar companies, and the discount for lack of marketability related to the term of the restrictions.
The carrying amounts of accounts receivable and accounts payable and accrued liabilities approximate their fair values due to their short-term maturities.
Investments at March 31, 2021, which were measured at fair value on a recurring basis, consisted of the following:
Fair Value Measurements Using
(in millions) Fair Value Level 1 Level 2 Level 3
Cash and cash equivalents:
Cash and money market funds $ 352.6 $ 352.6 $ — $ —
Total cash and cash equivalents 352.6 352.6 — —
Restricted cash:
Certificates of deposit 3.2 3.2 — —
Total restricted cash 3.2 3.2 — —
Debt securities available-for-sale:
Commercial paper 93.2 — 93.2 —
Corporate debt securities 409.4 — 409.4 —
Securities of government-sponsored entities 268.1 — 268.1 —
Total debt securities available-for-sale 770.7 — 770.7 —
Equity securities:
Equity securities–biotechnology industry 38.9 — — 38.9
Total equity securities 38.9 — — 38.9
Total recurring fair value measurements $ 1,165.4 $ 355.8 $ 770.7 $ 38.9
Investments at December 31, 2020, which were measured at fair value on a recurring basis, consisted of the following:
Fair Value Measurements Using
(in millions) Fair Value Level 1 Level 2 Level 3
Cash and cash equivalents:
Cash and money market funds $ 187.1 $ 187.1 $ — $ —
Total cash and cash equivalents 187.1 187.1 — —
Restricted cash:
Certificates of deposit 3.2 3.2 — —
Total restricted cash 3.2 3.2 — —
Debt securities available-for-sale:
Commercial paper 82.2 — 82.2 —
Corporate debt securities 445.9 — 445.9 —
Securities of government-sponsored entities 312.9 — 312.9 —
Total debt securities available-for-sale 841.0 — 841.0 —
Equity securities:
Equity securities–biotechnology industry 38.2 — — 38.2
Total equity securities 38.2 — — 38.2
Total recurring fair value measurements $ 1,069.5 $ 190.3 $ 841.0 $ 38.2
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The following table presents a reconciliation of equity security investments, which were measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
Three Months Ended
March 31,
(in millions) 2021 2020
Balance at beginning of period $ 38.2 $ 55.9
Unrealized gain (loss) included in earnings 0.7 ( 16.5 )
Balance at end of period $ 38.9 $ 39.4
At March 31, 2021, the discount for lack of marketability used in the valuation analysis of equity security investments ranged from 12.0 % to 15.0 % (weighted average of 13.3 %). The discount for lack of marketability was weighted by the relative fair value of the instruments. A significant increase (decrease) in the discount for lack of marketability in isolation would result in a significantly lower (higher) fair value measurement. Unrealized gains and losses on equity security investments are included in other income (expense), net.
5. Inventories
Inventories consisted of the following:
(in millions) March 31,
2021 December 31, 2020
Raw materials $ 14.8 $ 16.6
Work in process 2.5 2.4
Finished goods 12.8 9.0
Total inventories $ 30.1 $ 28.0
6. Cash, Cash Equivalents and Restricted Cash
The following table presents a reconciliation of cash, cash equivalents and restricted cash to amounts shown in the condensed consolidated statements of cash flows.
(in millions) March 31,
2021 March 31,
2020
Cash and cash equivalents $ 352.6 $ 187.0
Restricted cash 3.2 3.2
Total cash, cash equivalents and restricted cash $ 355.8 $ 190.2
7. Leases
We have operating leases for our office and laboratory facilities, including our corporate headquarters, with terms that expire from 2025 through 2031. We have two options to extend the term of the operating lease for our corporate headquarters for a period of ten years each. However, as we were not reasonably certain to exercise either of those options at lease commencement, neither option was recognized as part of the associated operating lease right-of-use, or ROU, asset or liability. In connection with our operating leases, in lieu of cash security deposits, Wells Fargo Bank, N.A., issued letters of credit on our behalf, which are secured by deposits totaling $ 3.2 million.
Our operating lease cost was $ 3.4 million and $ 2.5 million for the three months ended March 31, 2021 and 2020, respectively. Cash paid for amounts included in the measurement of lease liabilities was $ 2.6 million and $ 2.1 million for the three months ended March 31, 2021 and 2020, respectively.
Our operating leases had a weighted average remaining lease term of 9.8 years at March 31, 2021 and 10.3 years at December 31, 2020, and a weighted average discount rate of 5.3 % at March 31, 2021 and 5.6 % at December 31, 2020.
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Approximate future minimum lease payments under operating leases were as follows:
(in millions) March 31,
2021
Year ending December 31, 2021 (9 months remaining)
$ 9.1
Year ending December 31, 2022
14.9
Year ending December 31, 2023
15.5
Year ending December 31, 2024
16.0
Year ending December 31, 2025
15.5
Thereafter 85.4
Total operating lease payments 156.4
Less accreted interest 36.7
Total operating lease liabilities 119.7
Less current operating lease liabilities 12.2
Noncurrent operating lease liabilities $ 107.5
(1) Amounts presented in the table above exclude $ 5.8 million of non-cancelable future minimum lease payments for operating leases that have not yet commenced.
(2) Current operating lease liabilities are included in other current liabilities on the condensed consolidated balance sheets.
8. Convertible Senior Notes
On May 2, 2017, we completed a private placement of $ 517.5 million in aggregate principal amount of 2.25 % convertible senior notes due May 15, 2024, or the 2024 Notes, and entered into an indenture agreement, or the 2024 Indenture, with respect to the 2024 Notes. In November 2020, we entered into separate, privately negotiated transactions with certain holders of the 2024 Notes to repurchase $ 136.2 million aggregate principal amount of the 2024 Notes for an aggregate repurchase price of $ 186.9 million in cash. At March 31, 2021, $ 381.2 million aggregate principal amount of the 2024 Notes remained outstanding. Interest on the 2024 Notes is due semi-annually on May 15 and November 15 of each year.
Holders of the 2024 Notes may convert the 2024 Notes at any time prior to the close of business on the business day immediately preceding May 15, 2024, only under the following circumstances:
(i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than 130 % of the conversion price on each applicable trading day;
(ii) during the five business-day period immediately after any five consecutive trading-day period (the measurement period) in which the trading price (as defined in the 2024 Indenture) per $ 1,000 principal amount of the 2024 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;
(iii) upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of our assets; or
(iv) if we call the 2024 Notes for redemption, until the close of business on the business day immediately preceding the redemption date.
On or after January 15, 2024, until the close of business on the scheduled trading day immediately preceding May 15, 2024, holders may convert their 2024 Notes at any time.
Upon conversion, holders will receive the principal amount of their 2024 Notes and any excess conversion value, calculated based on the per share volume-weighted average price for each of the 30 consecutive trading days during the observation period (as more fully described in the 2024 Indenture). For both the principal and excess conversion value, holders may receive cash, shares of our common stock or a combination of cash and shares of our common stock, at our option.
It is our intent and policy to settle conversions through combination settlement, which essentially involves repayment of an amount of cash equal to the “principal portion” and delivery of the “share amount” in excess of the principal portion in shares of common stock or cash. In general, for each $ 1,000 in principal, the “principal portion” of cash upon settlement is defined as the lesser of $ 1,000 , and the conversion value during the 25 -day observation period as described in the 2024 Indenture. The conversion value is the sum of the daily conversion value which is the product of the effective conversion rate divided by 25 days and the daily volume weighted average price, or VWAP, of our common stock. The “share amount” is the
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cumulative “daily share amount” during the observation period, which is calculated by dividing the daily VWAP into the difference between the daily conversion value (i.e., conversion rate x daily VWAP) and $ 1,000 .
The initial conversion rate for the 2024 Notes is 13.1711 shares of common stock per $ 1,000 principal amount, which is equivalent to an initial conversion price of approximately $ 75.92 per share of our common stock. At the initial conversion rate, settlement of the 2024 Notes for shares of our common stock would approximate 5.0 million shares. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. The initial conversion price of the 2024 Notes represented a premium of approximately 42.5 % to the closing sale price of $ 53.28 per share of our common stock on the Nasdaq Global Select Market on April 26, 2017, the date that we priced the private offering of the 2024 Notes.
In the event of conversion, holders would forgo all future interest payments, any unpaid accrued interest and the possibility of further stock price appreciation. Upon the receipt of conversion requests, the settlement of the 2024 Notes will be paid pursuant to the terms of the 2024 Indenture. In the event that all of the 2024 Notes are converted, we would be required to repay the $ 381.2 million in principal value and any conversion premium in any combination of cash and shares of our common stock, at our option.
We may not redeem the 2024 Notes prior to May 15, 2021. On or after May 15, 2021, we may redeem for cash all or part of the 2024 Notes if the last reported sale price (as defined in the 2024 Indenture) of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period ending on, and including, the trading day immediately before the date which we provide notice of redemption. The redemption price will equal the sum of (i) 100 % of the principal amount of the 2024 Notes being redeemed, plus (ii) accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the 2024 Notes.
If we undergo a fundamental change, as defined in the 2024 Indenture, subject to certain conditions, holders of the 2024 Notes may require us to repurchase for cash all or part of their 2024 Notes at a repurchase price equal to 100 % of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if a ‘‘make-whole fundamental change’’ (as defined in the 2024 Indenture) occurs prior to January 15, 2024, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with the make-whole fundamental change.
The 2024 Notes are our general unsecured obligations that rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the 2024 Notes, and equal in right of payment to our unsecured indebtedness.
While the 2024 Notes are currently classified as a long-term liability, the future convertibility and associated balance sheet classification will be monitored at each quarterly reporting date and analyzed dependent upon market prices of our common stock during the prescribed measurement periods. In the event that the holders of the 2024 Notes have the election to convert the 2024 Notes at any time during the prescribed measurement period, the 2024 Notes would then be considered a current obligation and classified as such. We are not aware of any current events or market conditions that would allow holders of the 2024 Notes to convert the 2024 Notes.
We are required to separately account for the liability and equity components of the 2024 Notes as they may be settled entirely or partially in cash upon conversion in a manner that reflects our economic interest cost. The liability component of the instrument was valued in a manner that reflects the market interest rate for a similar nonconvertible instrument at the date of issuance. The initial carrying value of the liability component of $ 368.3 million was calculated using a 7.5 % assumed borrowing rate. The equity component of $ 149.2 million, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the 2024 Notes and was recorded in additional paid-in capital on the consolidated balance sheet at the issuance date. That equity component is treated as a discount on the liability component of the 2024 Notes, which is amortized over the seven-year term of the 2024 Notes using the effective interest rate method. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. At March 31, 2021, the remaining period over which the discount on the liability component will be amortized was approximately 3.1 years.
We allocated the total transaction costs of approximately $ 14.7 million related to the issuance of the 2024 Notes to the liability and equity components of the 2024 Notes based on their relative values. Transaction costs attributable to the liability component are amortized to interest expense over the seven-year term of the 2024 Notes, and transaction costs attributable to the equity component are netted with the equity component in stockholders’ equity.
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The 2024 Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness or the issuance or repurchase of securities by us. The 2024 Indenture contains customary events of default with respect to the 2024 Notes, including that upon certain events of default, 100 % of the principal and accrued and unpaid interest on the 2024 Notes will automatically become due and payable.
The 2024 Notes, net of discounts and deferred financing costs, consisted of the following:
(in millions) March 31,
2021 December 31,
2020
Principal $ 381.2 $ 381.3
Deferred financing costs ( 3.7 ) ( 4.0 )
Debt discount, net ( 55.5 ) ( 59.4 )
Net carrying amount $ 322.0 $ 317.9
The 2024 Notes were recorded at the estimated value of a similar non-convertible instrument on the date of issuance and accretes to the face value of the 2024 Notes over their seven-year term. The fair value of the 2024 Notes, which was estimated utilizing market quotations from an over-the-counter trading market (Level 2), was $ 511.3 million at March 31, 2021 and $ 514.3 million at December 31, 2020.
9. Net Income Per Share
Net income per share was calculated as follows:
Three Months Ended
March 31,
(in millions, except per share data) 2021 2020
Net income - basic and diluted $ 32.1 $ 37.4
Weighted-average common shares outstanding:
Basic 94.2 92.6
Effect of dilutive securities:
Stock options 2.1 2.4
Restricted stock 0.5 0.5
2024 Notes 1.4 1.5
Diluted 98.2 97.0
Net income per share:
Basic $ 0.34 $ 0.40
Diluted $ 0.33 $ 0.39
Convertible debt instruments that may be settled entirely or partly in cash (such as the 2024 Notes) may, in certain circumstances where the borrower has the ability and intent to settle in cash, be accounted for under the treasury stock method. We issued the 2024 Notes with a combination settlement feature, which we have the ability and intent to use upon conversion of the 2024 Notes, to settle the principal amount of debt for cash and the excess of the principal portion in shares of our common stock. As a result, of the approximately 5.0 million shares underlying the 2024 Notes, only the shares required to settle the excess of the principal portion are considered under the treasury stock method.
Shares which have been excluded from diluted per share amounts because their effect would have been anti-dilutive were 2.7 million and 3.3 million for the three months ended March 31, 2021 and 2020, respectively.
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