Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data.
112
Table of Contents
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm
F-2
Consolidated Balance Sheets as of December 31, 2021 and 2020
F-5
Consolidated Statements of Operations for the Years ended December 31, 2021, 2020, and 2019
F-6
Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2021, 2020, and 2019
F-7
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Years ended December 31, 2021, 2020, and 2019
F-8
Consolidated Statements of Cash Flows for the Years ended December 31, 2021, 2020, and 2019
F-10
Notes to Consolidated Financial Statements
F-11
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Schrödinger, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Schrödinger, Inc. and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Estimation of total costs to perform for Bristol-Myers Squibb Company collaboration and license agreement
As discussed in Note 3(c) to the consolidated financial statements, the Company recorded revenue of $13.7 million during the year ended December 31, 2021 related to the Bristol-Myers Squibb Company (“BMS”) collaboration and license agreement on a proportional performance basis. The Company measures progress towards completion at the end of each reporting period based on measuring proportional performance. The proportional performance is determined using input-based measurements of total costs of research activities incurred for the agreement relative to the total estimate of costs of research activities for the agreement.
We identified the estimation of total costs to perform research activities for the BMS collaboration and license agreement as a critical audit matter. There was subjective auditor judgment in evaluating the Company’s estimate of total costs to perform research activities.
F-2
Table of Contents
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to account for the BMS collaboration and license agreement, including controls related to the determination of total costs to perform research activities. We evaluated the Company’s estimate of costs to be incurred by:
— Comparing the estimated length of time required to complete the research plan to both industry publications and actual time incurred to complete the various phases for a selection of the Company’s other research programs
— Comparing the estimated internal employee hours and external contract research organizations costs to be incurred by phase to other research programs completed by the Company
—Attending the quarterly forecast review meetings to evaluate factors impacting total costs to perform research activities
— Inspecting minutes of Joint Steering Committee meetings between the Company and BMS to evaluate factors impacting total costs to perform research activities and compared it with the outcome of the inquiries stated above
Identification of performance obligations in complex or unusual software revenue arrangements
As discussed in Note 3(a) to the consolidated financial statements, the Company reported on-premise software revenue of $74.6 million and hosted software revenue of $11.1 million for the year ended December 31, 2021. As discussed in Note 3(d), the Company’s contracts with customers often include promises to transfer multiple software products and services, including training, professional services, technical support services, and rights to unspecified updates. At contract inception, the Company assesses the products and services promised within each contract to identify distinct performance obligations that should be accounted for separately.
We identified the determination of distinct performance obligations in complex or unusual software revenue arrangements as a critical audit matter. There was subjective auditor judgment in evaluating whether promised products and services in complex or unusual software revenue arrangements are separate performance obligations or inputs into a combined performance obligation.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the software revenue process, including controls related to the determination of distinct performance obligations. For a selection of complex or unusual software revenue arrangements, we evaluated whether the performance obligations identified by the Company were capable of being distinct in the context of the contract by obtaining an understanding of the Company’s product and service offerings, obtaining and inspecting contracts, and evaluating the application of the revenue recognition accounting guidance for the selected contract .
/s/ KPMG LLP
We have served as the Company’s auditor since 2010.
Portland, Oregon
February 24, 2022
F-3
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Schrödinger, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Schrödinger, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2022 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
We have served as the Company’s auditor since 2010.
Portland, Oregon
February 24, 2022
F-4
Table of Contents
SCHRÖDINGER, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except for share and per share amounts)
Assets
December 31, 2021
December 31, 2020
Current assets:
Cash and cash equivalents
$
120,267
$
202,296
Restricted cash
3,000
500
Marketable securities
456,212
440,395
Accounts receivable, net of allowance for doubtful accounts of $ 108 and $ 60
31,744
31,423
Unbilled and other receivables, net for allowance for unbilled receivables of $ 30 and $ 0
8,807
3,955
Prepaid expenses
5,030
4,409
Total current assets
625,060
682,978
Property and equipment, net
10,025
5,140
Equity investments
43,167
45,664
Right of use assets
75,384
10,129
Other assets
2,851
2,352
Total assets
$
756,487
$
746,263
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
$
8,079
$
8,398
Accrued payroll, taxes, and benefits
18,405
12,000
Deferred revenue
55,368
45,403
Lease liabilities
2,042
4,543
Other accrued liabilities
7,317
2,861
Total current liabilities
91,211
73,205
Deferred revenue, long-term
30,064
41,164
Lease liabilities, long-term
77,827
7,221
Other liabilities, long-term
300
654
Total liabilities
199,402
122,244
Commitments and contingencies (Note 6)
Stockholders’ equity:
Preferred stock, $ 0.01 par value. Authorized 10,000,000 shares; zero shares issued and
outstanding at December 31, 2021 and December 31, 2020, respectively
—
—
Common stock, $ 0.01 par value. Authorized 500,000,000 shares;
61,834,515 and 60,713,534 shares issued and outstanding at December 31, 2021
and December 31, 2020, respectively
618
607
Limited common stock, $ 0.01 par value. Authorized 100,000,000 shares;
9,164,193 shares issued and outstanding at December 31, 2021 and
December 31, 2020, respectively
92
92
Additional paid-in capital
786,964
752,558
Accumulated deficit
( 229,952
)
( 129,559
)
Accumulated other comprehensive (loss) income
( 651
)
317
Total stockholders’ equity of Schrödinger stockholders
557,071
624,015
Noncontrolling interest
14
4
Total stockholders’ equity
557,085
624,019
Total liabilities and stockholders’ equity
$
756,487
$
746,263
See accompanying notes to consolidated financial statements.
F-5
Table of Contents
SCHRÖDINGER, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except for share and per share amounts)
Year Ended December 31,
2021
2020
2019
Revenues:
Software products and services
$
113,236
$
92,530
$
66,735
Drug discovery
24,695
15,565
18,808
Total revenues
137,931
108,095
85,543
Cost of revenues:
Software products and services
26,495
18,003
13,646
Drug discovery
45,816
26,620
22,804
Total cost of revenues
72,311
44,623
36,450
Gross profit
65,620
63,472
49,093
Operating expenses:
Research and development
90,904
64,695
39,404
Sales and marketing
22,150
17,795
21,364
General and administrative
64,009
41,898
27,040
Total operating expenses
177,063
124,388
87,808
Loss from operations
( 111,443
)
( 60,916
)
( 38,715
)
Other income:
(Loss) gain on equity investments
( 1,781
)
4,108
943
Change in fair value
11,359
28,263
9,922
Interest income
1,057
2,253
1,878
Total other income
10,635
34,624
12,743
Loss before income taxes
( 100,808
)
( 26,292
)
( 25,972
)
Income tax expense (benefit)
411
345
( 291
)
Net loss
( 101,219
)
( 26,637
)
( 25,681
)
Net loss attributable to noncontrolling interest
( 826
)
( 2,174
)
( 1,110
)
Net loss attributable to Schrödinger common and
limited common stockholders
$
( 100,393
)
$
( 24,463
)
$
( 24,571
)
Net loss per share attributable to Schrödinger
common and limited common stockholders, basic and diluted:
$
( 1.42
)
$
( 0.41
)
$
( 4.09
)
Weighted average shares used to compute net loss
per share attributable to Schrödinger common and
limited common stockholders, basic and diluted:
70,594,950
60,024,658
6,004,500
See accompanying notes to consolidated financial statements.
F-6
Table of Contents
SCHRÖDINGER, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Loss
(in thousands)
Year Ended December 31,
2021
2020
2019
Net loss attributable to Schrödinger common and
limited common stockholders
$
( 100,393
)
$
( 24,463
)
$
( 24,571
)
Changes in market value of investments, net of tax:
Unrealized (loss) gain on marketable securities
( 968
)
301
25
Comprehensive loss
$
( 101,361
)
$
( 24,162
)
$
( 24,546
)
See accompanying notes to consolidated financial statements.
F-7
Table of Contents
SCHRÖDINGER, INC. AND SUBSIDIARIES
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(in thousands, except for share amounts)
Accumulated
Series E preferred
stock
Series D preferred
stock
Series C preferred
stock
Series B preferred
stock
Series A preferred
stock
Common stock
Limited common
stock
Additional
paid-in
Accumulated
other
comprehensive
Non
controlling
Total
stockholders’
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
capital
deficit
loss (income)
interest
equity (deficit)
Balance at December 31, 2018
53,669,659
$
79,377
39,540,611
$
22,000
47,242,235
$
19,844
29,468,101
$
9,840
134,704,785
$
30,626
5,906,976
$
59
—
$
—
$
8,915
$
( 80,525
)
$
( 9
)
$
—
$
( 71,560
)
Change in unrealized
loss on marketable
securities
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
25
—
25
Issuances of Series E
preferred stock, net
of issuance costs
of $ 127
20,126,118
29,893
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Issuances of common
stock upon stock
option exercise
—
—
—
—
—
—
—
—
—
—
214,845
2
547
—
—
—
549
Stock-based compensation
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,193
—
—
—
2,193
Contributions by
noncontrolling interest
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,151
1,151
Net loss
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
( 24,571
)
—
( 1,110
)
( 25,681
)
Balance at December 31, 2019
73,795,777
109,270
39,540,611
22,000
47,242,235
19,844
29,468,101
9,840
134,704,785
30,626
6,121,821
61
—
—
11,655
( 105,096
)
16
41
( 93,323
)
Change in unrealized
loss on marketable
securities
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
301
—
301
Issuances of common
stock upon stock
option exercise
—
—
—
—
—
—
—
—
—
—
1,398,177
14
—
—
4,169
—
—
—
4,183
Stock-based compensation
—
—
—
—
—
—
—
—
—
—
—
—
—
—
10,545
—
—
—
10,545
Issuances of common
stock upon initial
public offering, net
of issuance costs
of $ 22,667
—
—
—
—
—
—
—
—
—
—
13,664,704
136
—
—
209,497
—
—
—
209,633
Issuances of common
stock upon follow-on
offering, net of
issuance costs of
$ 20,901
—
—
—
—
—
—
—
—
—
—
5,250,000
53
—
—
325,547
—
—
—
325,600
Conversion of
convertible
preferred stock into
common stock
( 73,795,777
)
( 109,270
)
( 17,844,124
)
( 9,928
)
—
—
—
—
( 134,704,785
)
( 30,626
)
30,278,832
303
—
—
149,521
—
—
—
149,824
Exchange of
convertible
preferred stock into
limited common
stock
—
—
( 21,696,487
)
( 12,072
)
( 47,242,235
)
( 19,844
)
( 29,468,101
)
( 9,840
)
—
—
—
—
13,164,193
132
41,624
—
—
—
41,756
Conversion of limited
common stock into
common stock
—
—
—
—
—
—
—
—
—
—
4,000,000
40
( 4,000,000
)
( 40
)
—
—
—
—
—
Contributions by
non-controlling interest
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,137
2,137
Net loss
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
( 24,463
)
—
( 2,174
)
( 26,637
)
Balance at December 31, 2020
—
—
—
—
—
—
—
—
—
—
60,713,534
607
9,164,193
92
752,558
( 129,559
)
317
4
624,019
F-8
Table of Contents
Change in unrealized
loss on marketable
securities
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
( 968
)
—
( 968
)
Issuances of common
stock upon stock
option exercise
—
—
—
—
—
—
—
—
—
—
1,120,981
11
—
—
7,916
—
—
—
7,927
Stock-based compensation
—
—
—
—
—
—
—
—
—
—
—
—
—
—
26,490
—
—
—
26,490
Contributions by
non-controlling interest
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
836
836
Net loss
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
( 100,393
)
—
( 826
)
( 101,219
)
Balance at December 31, 2021
—
$
—
—
$
—
—
$
—
—
$
—
—
$
—
61,834,515
$
618
9,164,193
$
92
$
786,964
$
( 229,952
)
$
( 651
)
$
14
$
557,085
See accompanying notes to consolidated financial statements.
F-9
Table of Contents
SCHRÖDINGER, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
2021
2020
2019
Cash flows from operating activities:
Net loss
$
( 101,219
)
$
( 26,637
)
$
( 25,681
)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
Loss (gain) on equity investments
1,781
( 4,108
)
( 943
)
Noncash revenue from equity investments
( 107
)
( 397
)
( 186
)
Fair value adjustments
( 11,359
)
( 28,263
)
( 9,922
)
Depreciation
2,847
3,658
3,640
Stock-based compensation
26,490
10,545
2,193
Noncash research and development expenses
811
2,137
1,051
Noncash investment accretion
5,270
646
( 506
)
Loss on disposal of property and equipment
140
—
—
Decrease (increase) in assets:
Accounts receivable, net
( 321
)
( 12,747
)
( 5,038
)
Unbilled and other receivables
( 5,187
)
3,468
( 1,556
)
Reduction in the carrying amount of right of use assets
5,799
5,342
4,177
Prepaid expenses and other assets
( 1,121
)
187
410
(Decrease) increase in liabilities:
Accounts payable
( 411
)
4,882
( 294
)
Accrued payroll, taxes, and benefits
6,405
4,966
2,948
Deferred revenue
( 1,028
)
59,705
6,715
Lease liabilities
( 2,949
)
( 5,417
)
( 4,025
)
Other accrued liabilities
3,490
( 1,210
)
958
Net cash (used in) provided by operating activities
( 70,669
)
16,757
( 26,059
)
Cash flows from investing activities:
Purchases of property and equipment
( 7,167
)
( 2,538
)
( 1,836
)
Purchases of equity investments
( 3,700
)
( 2,869
)
—
Distribution from equity investment
375
4,582
943
Proceeds from sale of equity investments
15,735
—
—
Purchases of marketable securities
( 414,802
)
( 519,668
)
( 110,187
)
Proceeds from sale and maturity of marketable securities
392,747
138,772
57,225
Net cash used in investing activities
( 16,812
)
( 381,721
)
( 53,855
)
Cash flows from financing activities:
Issuances of common stock upon initial public offering, net
—
211,491
—
Issuances of common stock upon follow-on public offering, net
—
325,600
—
Issuances of Series E preferred stock, net
—
—
29,893
Issuances of common stock upon stock option exercise
7,927
4,183
549
Contribution by noncontrolling interest
25
—
100
Deferred offering costs
—
—
( 1,858
)
Net cash provided by financing activities
7,952
541,274
28,684
Net (decrease) increase in cash and cash equivalents and restricted cash
( 79,529
)
176,310
( 51,230
)
Cash and cash equivalents and restricted cash, beginning of year
202,796
26,486
77,716
Cash and cash equivalents and restricted cash, end of year
$
123,267
$
202,796
$
26,486
Supplemental disclosure of cash flow and noncash information
Cash paid for income taxes
$
448
$
381
$
139
Supplemental disclosure of non-cash investing and financing activities
Accrued deferred offering costs
—
—
2,142
Purchases of property and equipment in accounts payable
705
8
90
Acquisitions of right of use assets in exchange for lease obligations
71,054
2,709
464
Right of use assets recognized on adoption
—
—
16,475
Reclassification of deferred financing costs to additional paid-in capital
—
1,858
—
See accompanying notes to consolidated financial statements.
F-10
Table of Contents
SCHRÖDINGER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the years ended December 31, 2021, 2020, and 2019
(in thousands, except for share and per share amounts)
(1 )
Description of Business
Schrödinger, Inc. (the “Company”) has developed a differentiated, physics-based software platform that enables discovery of high-quality, novel molecules for drug development and materials applications more rapidly, at lower cost, and with, the Company believes, a higher likelihood of success compared to traditional methods. The Company sells its software to biopharmaceutical and industrial companies, academic institutions, and government laboratories. The Company also applies its computational platform to a broad pipeline of drug discovery and development programs in collaboration with biopharmaceutical companies. In addition, the Company uses its platform to advance a pipeline of internal drug discovery programs.
On February 10, 2020, the Company completed an initial public offering (“IPO”), in which the Company issued and sold 11,882,352 shares of its common stock at a public offering price of $ 17.00 per share. The underwriters fully exercised their option to purchase an additional 1,782,352 shares of the Company’s common stock at the public offering price less underwriting discounts. The Company raised $ 209.6 million in net proceeds after deducting underwriting discounts and commissions and offering expenses payable by the Company.
Immediately prior to the closing of the IPO, preferred stockholders voluntarily exchanged 98,406,823 shares of preferred stock for an aggregate of 13,164,193 shares of limited common stock. In addition, upon the closing of the IPO, the remaining 226,344,686 shares of preferred stock automatically converted into an aggregate of 30,278,832 shares of common stock.
On August 17, 2020, the Company completed a follow-on public offering, in which the Company issued and sold 4,500,000 shares of its common stock at a public offering price of $ 66.00 per share. The underwriters fully exercised their option to purchase an additional 750,000 shares of the Company’s common stock at the public offering price less underwriting discounts. The Company raised $ 325.6 million in net proceeds after deducting underwriting discounts and commissions and offering expenses payable by the Company. In addition, a stockholder of the Company sold 500,000 shares of common stock. The Company did no t receive any proceeds from the sale of shares of common stock by the selling stockholder.
(2)
Significant Accounting Policies
(a)
Recently Issued Accounting Pronouncements
In January 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) —Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 , which clarifies the accounting related to equity investments and derivatives. This guidance was effective for the Company in the first quarter of 2021 on a prospective basis, and early adoption was permitted. The Company adopted this new standard effective January 1, 2021 with no material impact on its consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Topic 350) – Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract . This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for annual periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021, with early adoption permitted. The Company adopted this new standard effective January 1, 2021 with no material impact on its consolidated financial statements.
F-11
Table of Contents
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments , which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU No. 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to certain available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes generally result in earlier recognition of credit losses. The Company adopted this new standard effective January 1, 2021 with no material impact on its consolidated financial statements.
In October 2021, the FASB issues ASU No. 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires the measurement and recognition of contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606). This update replaces the existing guidance requiring contract assets and contract liabilities to be measured and recognized at fair value. The standard is effective on a prospective basis for annual periods beginning after December 15, 2022, including interim periods within the fiscal year, with early adoption permitted. The Company plans to early adopt this new standard effective January 1, 2022 and does not expect a material impact on its consolidated financial statements.
( b )
Basis of Presentation and Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the assumptions used in the allocation of revenue, estimates regarding the progress of completing performance obligations under collaboration agreements, and the valuation of stock-based compensation. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements.
( c )
Principles of Consolidation
The Company’s consolidated financial statements include the accounts of Schrödinger, Inc., its wholly owned subsidiaries, and its variable interest entity. All intercompany balances and transactions have been eliminated in consolidation. The functional currency for foreign entities is the United States dollar. The Company accounts for investments over which it has significant influence, but not a controlling financial interest, using the equity method.
( d )
Cash and Cash Equivalents and Marketable Securities and Restricted Cash
Included in cash and cash equivalents were cash equivalents of $ 90,477 and $ 185,614 as of December 31, 2021 and 2020, respectively, which consisted of money market funds and certificates of deposit, and are stated at cost, which approximates market value. The Company classifies all highly liquid investments with an original maturity of 90 days or less to be cash equivalents. The Company classifies all marketable securities, which consist of fixed income securities, as available for sale securities.
At times, cash balances held at financial institutions were in excess of the Federal Deposit Insurance Corporation’s insured limits; however, the Company primarily places its cash with high-credit quality financial institutions.
Restricted cash consists of letters of credit held with the Company’s financial institution related to facility leases and is classified as current in the Company’s balance sheets based on the maturity of the underlying letters of credit.
F-12
Table of Contents
( e )
Accounts Receivable
Accounts receivable are stated at original invoice amount less an allowance for doubtful accounts. Management estimates the allowance for doubtful accounts by evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. Account balances are considered delinquent if payment is not received by the due date. Accounts receivable are written off when deemed uncollectible. Recovery of accounts receivable previously written off is recorded when received. Changes in the balance of accounts deemed uncollectible were deemed immaterial as of December 31, 2021 and 2020. Interest is not charged on accounts receivable.
( f )
Fair Value of Financial Instruments
The carrying values of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their short maturities.
( g )
Property and Equipment
Property and equipment are stated at cost. The Company did not capitalize any interest during 2021 and 2020. Maintenance and repairs are expensed as incurred.
Depreciation is calculated using the straight‑line method over the estimated useful lives of the assets, which range from 3 to 7 years. Amortization of leasehold improvements is calculated using the straight‑line method over the remaining life of the lease or the useful life of the asset, whichever is shorter.
Property and equipment are reviewed for impairment as discussed below under Accounting for the Impairment of Long‑Lived Assets.
( h )
Accounting for the Impairment of Long‑Lived Assets
Long-lived assets, such as property and equipment subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for potential impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that carrying value exceeds fair value. Fair value is determined using various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, depending on the nature of the asset. No impairment was identified for the years ended December 31, 2021, 2020, and 2019.
( i )
Warranties
The Company typically warrants that its products will perform in a manner consistent with the product specifications provided to the customer for a period of 30 days. Historically, the Company has not been required to make payments under these obligations. Therefore, no liabilities for such obligations are presented in the consolidated financial statements.
( j )
Concentrations
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade receivables.
The Company does not require customers to provide collateral to support accounts receivable. If deemed necessary, credit reviews of significant new customers may be performed prior to extending credit. The determination of a customer’s ability to pay requires judgment, and failure to collect from a customer can adversely affect revenue, cash flows, and results of operations.
F-13
Table of Contents
As of December 31, 2021, three customers accounted for 17 %, 15 %, and 11 % of total accounts receivable, respectively. As of December 31, 2020, two customers accounted for 17 % and 14 % of total accounts receivable, respectively. For the year ended December 31, 2021, one customer accounted for 14 % of total revenues. For the year ended December 31, 2020, no customer accounted for more than 10 % of total revenues. For the year ended December 31, 2019, one customer accounted for 12 % of total revenues.
( k )
Royalties
Royalties represent a component of cost of revenues and consist of royalties paid to owners of intellectual property used in or bundled with the Company’s software. Generally, royalties are incurred and recorded at the time a customer enters into a binding purchase agreement, although some royalty agreements are based instead on cash collections. Royalty expense was $ 9,826 , $ 7,663 , and $ 7,352 for the years ended December 31, 2021, 2020, and 2019, respectively.
( l )
Software Development Costs
Costs to develop new software products and substantial enhancements to existing software products are expensed as incurred. Historically, the Company has not capitalized any software development costs because the software development process was essentially completed concurrent with the establishment of technological feasibility.
( m )
Research and Development and Advertising
Research and development and advertising costs are expensed as incurred. The Company did not incur any significant advertising costs in 2021, 2020, or 2019.
( n )
Stock‑Based Compensation
The Company calculates stock‑based compensation expense utilizing fair value–based methodologies and recognizes expense over the vesting period of such awards.
( o )
Commissions
Commissions represent a component of sales and marketing expense and consist of the variable compensation paid to the Company’s sales representatives. Generally, sales commissions are earned and recorded as expense at the time that a customer has entered into a binding purchase agreement. Commissions paid to sales representatives are recoverable only in the case that the Company cannot collect against any invoiced fee associated with a sales order. Commission expense was $ 1,829 , $ 1,362 , and $ 754 in 2021, 2020, and 2019, respectively.
( p )
Income Taxes
The Company records deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. Deferred tax assets are reduced by a valuation allowance when it is estimated to become more likely than not that a portion of the deferred tax assets will not be realized. Accordingly, the Company currently maintains a full valuation allowance against existing net deferred tax assets.
The Company recognizes the effect of income tax positions only if such positions are deemed “more likely than not” capable of being sustained. Interest and penalties accrued on unrecognized tax benefits are included within income tax expense in the consolidated financial statements.
( q )
Comprehensive Loss
Comprehensive loss includes net loss and changes in equity related to changes in unrealized gains or losses on marketable securities.
F-14
Table of Contents
( r )
Equity Investments
In the normal course of business, the Company has entered, and may continue to enter, into collaboration agreements with private companies to perform drug design services for such companies in exchange for equity ownership stakes in such companies. If it is determined that the Company has control over the investee, the investee is consolidated in the financial statements. If the investee is consolidated with the Company and less than 100 % of the equity is owned by the Company, the Company will present non-controlling interest to represent the portion of the investee owned by other investors. If it is determined that the Company does not have control over the investee, the Company evaluates the investment for the ability to exercise significant influence.
Equity investments over which the Company has significant influence may be accounted for under equity method accounting in accordance with ASC Topic 323, Equity Method and Joint Ventures. If it is determined that the Company does not have significant influence over the investee, and there is no readily determinable fair value for the investment, the equity investment may be accounted for at cost minus impairment in accordance with ASC Topic 321, Equity Securities.
For further information regarding the Company’s equity investments, see Note 5, Fair Value Measurements, Note 10, Noncontrolling Interest, and Note 12, Equity Investments.
( s )
Net (Loss) Income per Share Attributable to Common and Limited Common Stockholders
The outstanding equity of the Company consists of common stock and limited common stock. Under the Company’s certificate of incorporation, the rights of the holders of common stock and limited common stock are identical, except with respect to voting and conversion. Holders of limited common stock are precluded from voting such shares in any election of directors or on the removal of directors. Limited common stock may be converted into common stock at any time at the option of the stockholder.
Undistributed earnings allocated to the participating securities are subtracted from net income in determining net (loss) income attributable to common and limited common stockholders. Basic net (loss) income per share is computed by dividing net (loss) income attributable to common and limited common stockholders by the weighted-average number of shares of common and limited common stock outstanding during the period.
For the calculation of diluted net income, net income attributable to common and limited common stockholders for basic net income is adjusted by the effect of dilutive securities, including awards under the Company’s equity compensation plans. Diluted net income per share attributable to common and limited common stockholders is computed by dividing the resulting net income attributable to common and limited common stockholders by the weighted-average number of fully diluted shares of common and limited common stock outstanding.
( 3)
Revenue Recognition
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Company’s performance obligations are satisfied either over time or at a point in time.
The following table illustrates the timing of the Company’s revenue recognition:
Year Ended December 31,
2021
2020
2019
Software products and services – point in time
55.5
%
55.0
%
49.9
%
Software products and services – over time
26.6
30.6
28.1
Drug Discovery – point in time
3.3
6.7
8.6
Drug Discovery – over time
14.6
7.7
13.4
F-15
Table of Contents
(a)
Software
The Company enters into contracts that can include various combinations of licenses, products and services, some of which are distinct and are accounted for as separate performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation on a relative standalone selling price (“SSP”) basis. Revenue is recognized net of any sale and value-added taxes collected from customers and subsequently remitted to governmental authorities.
The Company’s software business derives revenue from five sources: (i) on-premise software license fees, (ii) hosted software subscription fees, (iii) software maintenance fees, (iv) professional services fees, and (v) contributions.
On-premise software. The Company’s on-premise software license arrangements grant customers the right to use its software on their own in-house servers or their own cloud instances for a specified term, typically for one year . The Company recognizes revenue for on-premise software license fees upfront, either upon delivery of the license or the effective date of the agreement, whichever is later. In instances where the timing of delivery differs from the timing of invoicing, the Company considers whether a significant financing component exists. The Company has elected the practical expedient to not assess for significant financing where the term is less than one year. The Company’s updates and upgrades are not integral to maintaining the utility of the software licenses. Payments typically are received upfront or annually.
Hosted software. Hosted software revenue consists primarily of fees to provide the Company’s customers with hosted licenses, which allows these customers to access the Company’s cloud-based software solution on their own hardware without taking control of licenses. Hosted software is recognized ratably over the term of the arrangement.
Software maintenance . Software maintenance includes technical support, updates, and upgrades. Software maintenance revenue is considered to be a separate performance obligation and is recognized ratably over the term of the arrangement.
Professional services . Professional services, such as training, technical support, installation, or assisting customers with modeling, generally are not related to the core functionality of the Company’s software and are recognized as revenue when resources are consumed. The Company has historically estimated project status with relative accuracy, although a number of internal and external factors can affect such estimates, including labor rates, utilization and efficiency variances. Payments for services are due in advance or upon consumption of resources.
F-16
Table of Contents
Software c ontribution revenue . Software c ontribution revenue consists of funds received under a non-reciprocal agreement with Gates Ventures, LLC. The agreement is an unconditional non-exchange contribution without restrictions and the initial contribution was invoiced upon execution of the agreement. Revenue was recognized upon execution of the agreement and on the first anniversary of the agreement when invoiced in accordance with ASC Topic 958, Not-for-Profit Entities as the agreement is not an exchange transaction.
The agreement with Gates Ventures, LLC covers the period from June 23, 2020 through June 22, 2023 for total consideration of up to $ 3,000 . The Company received $ 1,000 in connection with its entry into the agreement in the second quarter of 2020, and $ 1,000 in the second quarter of 2021 on the first anniversary of its entry into the agreement. The Company is also entitled to receive an additional $ 1,000 payment on or around the second anniversary of the agreement, subject to the Company providing certain progress reports to the Trustees of Columbia University in the City of New York. As of December 31, 2021, the Company had no deferred revenue balance related to this agreement.
The following table presents the revenue recognized from the sources of software products and services revenue:
Year Ended December 31,
2021
2020
2019
On-premise software
$
74,598
$
58,311
$
42,647
Hosted software
11,076
9,192
7,418
Software maintenance
17,294
14,465
11,643
Professional services
9,268
9,562
5,027
Revenue from contracts with customers
112,236
91,530
66,735
Software contribution
1,000
1,000
—
Total software revenue
$
113,236
$
92,530
$
66,735
( b )
Drug Discovery
Drug discovery services. Revenue from drug discovery and collaboration services contracts is recognized either over time, typically by using costs incurred or hours expended to measure progress, or at a point in time based on the achievement of milestones. Payments for services are generally due upon achieving milestones stated in a contract, upfront at the start of a contract, or upon consumption of resources. Services may at times include variable consideration and milestone payments. The Company has estimated the amount of consideration that is variable using the most likely amount method. The Company evaluates milestones on a case-by-case basis, including whether there are factors outside the Company’s control that could result in a significant reversal of revenue, and the likelihood and magnitude of a potential reversal. If achievement of a milestone is not considered probable, the Company constrains (reduces) variable consideration to exclude the milestone payment until it is probable to be achieved. As of December 31, 2021, 2020, and 2019, milestones not yet achieved that were determined to be probable of achievement totaled $ 2,250 , $ 250 , and $ 1,500 , respectively, and $ 2,250 , $ 85 , and $ 1,500 of those milestones were recognized as revenue for the years ended December 31, 2021, 2020, and 2019.
Drug discovery contribution revenue . Drug discovery contribution revenue consists of funds received under an agreement with Bill and Melinda Gates Foundation on a cost reimbursement basis, to perform services aimed at accelerating drug discovery in women’s health, which began in November 2021. Revenue is recognized as conditions are met in accordance with ASC Topic 958, Not-for-Profit Entities. As of December 31, 2021, there was a $ 1,129 deferred revenue balance related to this agreement.
Year Ended December 31,
2021
2020
2019
Drug discovery services revenue from contracts with customers
$
24,584
$
15,565
$
18,808
Drug discovery contribution
111
—
—
Total drug discovery revenue
$
24,695
$
15,565
$
18,808
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Table of Contents
( c )
Collaboration and License Agreement
On November 22, 2020, the Company entered into an exclusive, worldwide collaboration and license agreement with Bristol-Myers Squibb Company (“BMS”), pursuant to which the Company and BMS have agreed to collaborate in the discovery, research and preclinical development of new small molecule compounds for disease indications in oncology, neurology, and immunology therapeutics areas. The Company will be responsible, at its own cost and expense, for the discovery of small molecule compounds directed to five specified biological targets pursuant to a mutually agreed research plan for each such target. The initial targets included HIF-2 alpha and SOS1/KRAS, which were two of the Company’s internal programs. In November 2021, the Company and BMS mutually agreed to replace the HIF-2 alpha target with another precision oncology target. Following the replacement election, all rights to the HIF-2 alpha target program reverted to us. Once a development candidate meeting specified criteria for a target under the agreement has been identified by the Company, BMS will be solely responsible for the further development, manufacturing and commercialization of such development candidate at its own cost and expense.
Under the terms of the agreement, BMS paid the Company an initial upfront fee payment of $ 55,000 . The Company also is entitled to receive up to $ 2,700,000 in total milestone payments across all potential targets, consisting of: a) up to $ 585,000 in milestone payments per oncology target, including $ 360,000 in the aggregate for the achievement of certain specified research, development, and regulatory milestones and $ 225,000 in the aggregate for the achievement of certain specified commercial milestones; and b) up to $ 482,000 in milestone payments per neurology and immunology target, including $ 257,000 in the aggregate for the achievement of certain specified research, development, and regulatory milestones and $ 225,000 in the aggregate for the achievement of certain specified commercial milestones.
The Company is also entitled to a tiered percentage royalty on annual net sales ranging from mid-single digits to low-double digits, subject to certain specified reductions. Royalties are payable by BMS on a licensed product-by-licensed product and country-by-country basis until the later of the expiration of the last valid claim covering the licensed product in such country, expiration of all applicable regulatory exclusivities in such country for such licensed product and the tenth anniversary of the first commercial sale of such licensed product in such country.
The Company assessed the collaboration and license agreement in accordance with ASC 606 and concluded that BMS is a customer based on the agreement structure. At inception, the Company identified one performance obligation for each of the five programs under the agreement, which includes research activities for each program and a license grant for the underlying intellectual property. The Company determined that the license grant for intellectual property is not separable from the research activities, as the research activities are expected to significantly modify or enhance the license grant over the period of service, and therefore are not distinct in the context of the contract.
The Company determined that the transaction price at the onset of the agreement is $ 55,000 . Additional consideration to be paid to the Company upon the achievement of future milestone payments were excluded from the transaction price as they represent milestone payments that are not considered probable as of the inception date such that there is not a significant risk of revenue reversal.
The Company has allocated the transaction price of $ 55,000 to each performance obligation based on the SSP of each performance obligation at inception, which was determined based on each performance obligation’s estimated standalone selling price. The Company determined the estimated standalone selling price at contract inception of the research activities based on internal estimates of the costs to perform the services, inclusive of a reasonable profit margin. Significant inputs used to determine the total costs to perform the research activities included the length of time required, the internal hours expected to be incurred on the services and the number and costs of various studies that will be performed to complete the research plan.
Revenue associated with the research activities is recognized on a proportional performance basis over the period of service for research activities, using input-based measurements of total costs of research incurred to estimate the proportion performed. Progress towards completion is remeasured at the end of each reporting period.
F-18
Table of Contents
During the years ended December 31, 2021 and 2020, the Company recognized $ 13,749 and $ 988 , respectively, associated with the agreement based on the research activities performed. As of December 31, 2021 and 2020, there was $ 40,263 and $ 54,012 of deferred revenue related to the agreement, which was classified as either current or non-current in the consolidated balance sheet based on the period the services are expected to be performed. There was no outstanding receivable for this collaboration as of December 31, 2021.
( d )
Significant Judgments
Significant judgments and estimates are required under ASC Topic 606. Due to the complexity of certain contracts, the actual revenue recognition treatment required under Topic 606 for the Company’s arrangements may be dependent on contract-specific terms and may vary in some instances.
The Company’s contracts with customers often include promises to transfer multiple software products and services, including training, professional services, technical support services, and rights to unspecified updates. Determining whether licenses and services are distinct performance obligations that should be accounted for separately, or are not distinct and therefore should be accounted for together, requires significant judgment. In some arrangements, such as most of the Company’s term-based software license arrangements, the Company has concluded that the licenses and associated services are distinct from each other. In other arrangements, including collaboration services arrangements, the licenses and certain services may not be distinct from each other. The Company’s time-based software arrangements may include multiple software licenses and a right to updates or upgrades to the licensed software products, and technical support. The Company has concluded that such promised goods and services are separate distinct performance obligations.
The Company is required to estimate the total consideration expected to be received from contracts with customers, including any variable consideration. Once the estimated transaction price is established, amounts are allocated to the performance obligations that have been identified. The transaction price is allocated to each separate performance obligation on a SSP basis.
Judgment is required to determine the SSP for each distinct performance obligation. The Company rarely licenses or sells products on a standalone basis, so the Company is required to estimate the range of SSPs for each performance obligation. In instances where the SSP is not directly observable because the Company does not sell the license, product, or service separately, the Company determines the SSP using information that includes historical discounting practices, market conditions, cost-plus analysis, and other observable inputs. The Company typically has more than one SSP for individual performance obligations due to the stratification of those items by classes of customers and circumstances. In these instances, the Company may use information such as the size and geographic region of the customer in determining the SSP. Professional service revenue is recognized as costs and hours are incurred, and judgment is required in estimating both the project status and the costs incurred or hours expended.
If a group of agreements are so closely related to each other that they are, in effect, part of a single arrangement, such agreements are deemed to be one arrangement for revenue recognition purposes. The Company exercises significant judgment to evaluate the relevant facts and circumstances in determining whether the separate agreements should be accounted for separately or as, in substance, a single arrangement. The Company’s judgments about whether a group of contracts comprises a single arrangement can affect the allocation of consideration to the distinct performance obligations, which could have an effect on results of operations for the periods involved.
Judgment is required to determine the total costs to perform research activities, which include the length of time required, the internal hours expected to be incurred on the services, and the number and costs of various studies that may be performed by third-parties to complete the research plan.
Generally, the Company has not experienced significant returns or refunds to customers.
The Company’s estimates related to revenue recognition require significant judgment and a change in these estimates could have an effect on the Company’s results of operations during the periods involved.
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Table of Contents
( e )
Contract Balances
The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in receivables, contract assets, or contract liabilities (deferred revenue) on the consolidated balance sheets. The Company records a contract asset when revenue is recognized prior to invoicing. A deferred revenue liability is recorded when revenue is expected to be recognized subsequent to invoicing. For the Company’s time-based software agreements, customers are generally invoiced at the beginning of the arrangement for the entire term, though when the term spans multiple years the customers may be invoiced on an annual basis. For certain drug discovery agreements where the milestones are deemed probable in a period prior to when the milestone is achieved, the Company records a contract asset for the full value of the milestone.
Contract assets are included in unbilled and other receivables within the consolidated balance sheets and are transferred to receivables when the Company invoices the customer.
Contract balances were as follows:
As of
December 31,
As of
December 31,
2021
2020
Contract assets
$
8,271
$
3,589
Deferred revenue, short-term:
Software products and services
32,945
28,218
Drug discovery
22,423
17,185
Deferred revenue, long-term:
Software products and services
3,938
1,976
Drug discovery
26,126
39,188
For the years ended December 31, 2021 and 2020, respectively, the Company recognized $ 42,127 and $ 24,921 of revenue that was included in deferred revenue at the end of the preceding period. All other deferred revenue activity is due to the timing of invoices in relation to the timing of revenue, as described above. The Company expects to recognize as revenue approximately 65 % of its December 31, 2021 deferred revenue balance in the next 12 months and the remainder thereafter. Additionally, contracted but unsatisfied performance obligations that had not yet been billed to the customer or included in deferred revenue were $ 26,694 as of December 31, 2021.
Payment terms and conditions vary by contract type, although terms typically require payment within 30 to 60 days. In instances where the timing of revenue recognition differs from that of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, not to facilitate financing arrangements.
( f )
Deferred Sales Commissions
The Company has applied the practical expedient for sales commission expense, as any material compensation paid to sales representatives to obtain a contract relates to a period of one year or less. Therefore, the Company has not capitalized any costs related to sales commissions.
(4)
Property and Equipment
Property and equipment consisted of the following:
As of December 31,
2021
2020
Computers and equipment
$
16,059
$
12,718
Leasehold improvements
2,276
4,385
Furniture and fixtures
4,045
1,839
22,380
18,942
Less accumulated depreciation
( 12,355
)
( 13,802
)
$
10,025
$
5,140
F-20
Table of Contents
Depreciation expense for 2021, 2020, and 2019 was $ 2,847 , $ 3,658 , and $ 3,625 , respectively, and is included within cost of revenues and research and development, sales and marketing, and general and administrative expenses within the consolidated statements of operations.
(5)
Fair Value Measurements
Various inputs are used in determining the fair value of the Company’s financial assets and liabilities. These inputs are summarized into the following three broad categories:
Level 1 – quoted prices in active markets for identical securities
Level 2 – other significant observable inputs, including quoted prices for similar securities, interest rates, credit risk, etc.
Level 3 – significant unobservable inputs, including the Company’s own assumptions in determining fair value
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Marketable securities, which consist primarily of corporate and U.S. government agency bonds, are classified as available for sale and fair value does not differ significantly from carrying value as of December 31, 2021 and 2020. The following table presents information about the Company’s assets and liabilities measured at fair value as of December 31, 2021:
Level 1
Level 2
Level 3
Total
Assets:
Marketable securities
$
—
$
456,212
$
—
$
456,212
Equity investments
39,561
—
1,887
41,448
Total
$
39,561
$
456,212
$
1,887
$
497,660
The following table presents information about the Company’s assets and liabilities measured at fair value as of December 31, 2020:
Level 1
Level 2
Level 3
Total
Assets:
Marketable securities
$
—
$
440,395
$
—
$
440,395
Equity investments
45,570
—
—
45,570
Total
$
45,570
$
440,395
$
—
$
485,965
Fair value of the Company’s investments in Nimbus Therapeutics, LLC (“Nimbus”) and ShouTi Inc. (“ShouTi”), classified as Level 3 in the fair value hierarchy, was determined under the hypothetical liquidated book value method (“HLBV method”), as further described in Note 12, Equity Investments. Significant unobservable inputs used under the HLBV method include Nimbus’ and ShouTi’s annual financial statements and the Company’s respective liquidation priorities. The following table sets forth changes in fair value of the Company’s Level 3 investments:
Amount
As of December 31, 2019
$
108
Cash contributions
2,869
Unrealized loss
( 2,977
)
As of December 31, 2020
-
Cash contributions
2,000
Unrealized loss
( 113
)
As of December 31, 2021
$
1,887
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Table of Contents
Unrealized gains and losses arising from changes in fair value of the Company’s equity investments are classified within change in fair value in the consolidated statements of operations. During the years ended December 31, 2021 and 2020 , there were no transfers between Level 1, Level 2 and Level 3 investments. See Note 12, Equity Investments, for further information .
(6)
Commitments and Contingencies
(a)
Leases
The Company leases office space under operating leases that expire at various dates through 2037 . The Company has elected the package of practical expedients under the transition guidance of ASC Topic 842, Leases , to exclude short-term leases from the balance sheet and to combine lease and non-lease components.
Upon inception of a lease, the Company determines if an arrangement is a lease, if it includes options to extend or terminate the lease, and if it is reasonably certain that the Company will exercise the options. Lease cost, representing lease payments over the term of the lease and any capitalizable direct costs less any incentives received, is recognized on a straight-line basis over the lease term as lease expense.
In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date if the rate implicit in the lease is not readily determinable. Upon execution of a new lease, the Company performs an analysis to determine its incremental borrowing rate using its current borrowing rate, adjusted for various factors including level of collateralization and lease term. As of December 31, 2021, the remaining weighted average lease term was 15 years.
During the year ended December 31, 2021, the accounting commencement began for two new leases, which increased the right-of-use (“ROU”) assets and lease liabilities by $ 71,054 . ROU assets and lease liabilities were equal as no lease costs or incentives were associated with acquiring the leases.
On November 1, 2021, the Company entered into an office lease agreement for 16,727 square feet of office space located at One Main Street, Cambridge, Massachusetts. Under the terms of the agreement, the Company will pay base rent of approximately $ 135 per month with a 3 % annual rental escalation. The Company estimates that the lease commencement date will occur during the three months ending June 30, 2022 and continue to the end of the lease, which is 10 years after commencement.
On November 30, 2021, the Company entered into an office lease agreement for 19,753 square feet of office space located at Salarpuria Sattva, Knowledge City, Hyderabad, India. Under the terms of the agreement, the Company will pay base rent of approximately $ 20 per month from commencement to handover date and $ 29 per month from handover date to termination of the lease. The Company estimates that the lease handover and commencement dates will occur during the three months ending March 31, 2022 and continue to the end of the lease in June 2023 .
Variable and short-term lease costs were immaterial for the year ended December 31, 2021. Additional details of the Company’s operating leases are presented in the following table:
Year Ended December 31,
2021
2020
2019
Operating lease costs
$
7,627
$
5,895
$
5,181
Cash paid for operating leases
4,561
6,050
5,108
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Maturities of operating lease liabilities as of December 31, 2021 under noncancelable operating leases were as follows:
Year ending December 31:
2022
$
2,087
2023
8,809
2024
9,632
2025
9,241
2026
8,758
Thereafter
93,656
Total future minimum lease payments
132,183
Less: imputed interest
( 52,314
)
Present value of future minimum lease payments
79,869
Less: current portion of operating leases payments
( 2,042
)
Lease liabilities, long-term
$
77,827
(b)
Legal Matters
From time to time, the Company may become involved in routine litigation arising in the ordinary course of business. While the results of such litigation cannot be predicted with certainty, management believes that the final outcome of such matters is not likely to have a material adverse effect on the Company’s financial position or results of operations or cash flows.
(7)
Income Taxes
Income tax expense is comprised of the following:
Year ended December 31,
2021
2020
2019
Current:
Federal
$
—
$
—
$
583
State
67
178
( 95
)
Foreign
344
167
( 779
)
Current income tax expense (benefit)
411
345
( 291
)
Deferred:
Federal
—
—
—
State
—
—
—
Deferred income tax expense (benefit)
—
—
—
$
411
$
345
$
( 291
)
Components of loss before income taxes by tax jurisdiction were as follows:
Year ended December 31,
2021
2020
2019
United States
$
( 101,341
)
$
( 24,567
)
$
( 25,385
)
Foreign
1,359
449
523
Loss before income taxes
$
( 99,982
)
$
( 24,118
)
$
( 24,862
)
Reconciliation of income tax expense at the applicable statutory income tax rates to the effective income tax rate is as follows:
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Table of Contents
Year ended December 31,
2021
2020
2019
Statutory federal income tax rate
21.0
%
21.0
%
21.0
%
State taxes, net of federal benefits
4.9
14.2
4.2
Withholding tax
—
—
( 2.3
)
Section 162(m) limitation
( 5.2
)
( 12.8
)
—
Stock compensation
12.4
68.5
0.2
Return-to-provision adjustments
( 1.7
)
( 1.3
)
3.2
Research and development credit
6.3
6.2
5.2
Tax contingencies, net of reversals
( 0.7
)
( 0.6
)
( 0.5
)
Change in valuation allowance
( 37.2
)
( 95.0
)
( 31.3
)
Other
( 0.2
)
( 1.6
)
( 0.6
)
Effective income tax rate
( 0.4
)%
( 1.4
)%
( 0.9
)%
The income tax expense for the years ended December 31, 2021 and December 31, 2020 primarily related to state taxes and taxes in foreign jurisdictions. Income tax benefit for the year ended December 31, 2019 primarily related to alternative minimum tax credits previously utilized that are refundable under the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”).
The total change in valuation allowance for the year ended December 31, 2021 was $ 37,149 , which primarily was due to the generation of net operating losses.
Tax effects of temporary differences that give rise to significant portions of deferred income tax assets and deferred income tax liabilities were as follows:
As of December 31,
2021
2020
2019
Deferred income tax assets:
Net operating loss carryforwards
$
67,985
$
51,498
$
26,119
Accrued expenses
10,309
7,918
6,164
Deferred Revenue
10,632
394
500
Lease Liabilities
18,773
2,165
433
Credits
14,559
8,752
7,468
Gross deferred tax assets
122,258
70,727
40,684
Less valuation allowance
( 95,304
)
( 58,155
)
( 35,251
)
Net deferred tax assets
26,954
12,572
5,433
Deferred income tax liabilities:
Unrealized gain on equity investments
( 8,545
)
( 10,185
)
( 1,984
)
Prepaid expenses
( 969
)
( 889
)
( 441
)
Depreciation and amortization
( 17,440
)
( 1,498
)
( 3,008
)
Net deferred income tax assets
$
—
$
—
$
—
As of December 31, 2021, the Company had federal and state net operating loss (“NOL”) carryforwards of $ 283,314 and $ 148,130 , respectively. These carryforwards, with the exception of federal NOLs generated post 2017, will expire between 2022 and 2041 if not used by the Company to reduce income taxes payable in future periods. Utilization of post 2017 federal NOL carryforwards are limited to 80 % of taxable income generated in a given year and carry forward indefinitely. As of December 31, 2021, the Company had federal and state research and development tax credit carryforwards of $ 15,459 and $ 977 , respectively. These carryforwards will expire between 2022 and 2041 if not used by the Company to reduce income taxes payable in future periods.
Pursuant to Internal Revenue Code Sections 382 and 383, the utilization of NOLs and other tax attributes may be substantially limited due to cumulative changes in ownership greater than 50% that may have occurred or could occur during applicable testing periods. The Company has performed an analysis through March 31, 2021 and
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determined that such an ownership change has occurred. There was no material impact to the financial statements due to this ownership change.
The Company has not recognized a deferred tax liability for the undistributed earnings of its foreign operations as the Company considers these earnings to be indefinitely reinvested.
In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the 2017 Tax Act. With the enactment of the CARES Act, the Company has not recognized a quantitative or qualitative impact for the years ended December 31, 2021, 2020, and 2019.
The Company classifies interest and penalties related to unrecognized tax benefits within income tax expense in the consolidated statement of operations. Following is a reconciliation of total gross unrecognized tax benefits:
Year ended December 31,
2021
2020
2019
Balance, January 1
$
1,046
$
902
$
781
Additions for tax positions taken in prior years
282
25
24
Reductions for tax positions taken in prior years
( 20
)
( 16
)
( 12
)
Additions for tax positions related to the current year
394
135
109
Balance, December 31
$
1,702
$
1,046
$
902
The Company does not anticipate any significant increases or decreases in its uncertain tax positions within the next 12 months.
The Company and its subsidiaries file U.S. federal income tax returns and various state, local and foreign income tax returns. As of December 31, 2021, the Company’s statutes of limitations are open for all federal and state years tax returns filed after the years ended December 31, 2016 and 2015, respectively. Net operating loss and credit carryforwards for all years are subject to examination and adjustments for the three years following the year in which the carryforwards are utilized. The Company is not currently under Internal Revenue Service or state examination.
(8)
Stockholders’ Equity (Deficit)
(a)
Common Stock
As of December 31, 2021, the Company had authorized 500,000,000 shares of common stock with a par value of $ 0.01 per share. Holders of common stock are entitled to one vote per share, to receive dividends, if and when declared by the board of directors, and upon liquidation or dissolution, to receive a portion of the assets available for distributions to stockholders, subject to preferential amounts owed to holders of the Company’s preferred stock, if any.
Common stockholders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. The rights, preferences and privileges of holders of the common stock are subject to and may be adversely affected by the right of the holders of shares of any series of preferred stock that the Company may designate and issue in the future.
(b)
Limited Common Stock
As of December 31, 2021, the Company had authorized 100,000,000 shares of limited common stock with a par value of $ 0.01 per share.
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Holders of limited common stock are entitled to one vote per share, however, the holders of limited common stock shall not be entitled to vote such shares in any election of directors or on the removal of directors. Holders of limited common stock are entitled to receive dividends, if and when declared by the board of directors, and upon liquidation or dissolution, to receive a portion of the assets available for distributions to stockholders, subject to preferential amounts owed to holders of the Company’s preferred stock , if any . Holders of the Company’s limited common stock have the right to convert each share of limited common stock into one share of the Company’s common stock.
Limited common stockholders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. The rights, preferences and privileges of holders of the limited common stock are subject to and may be adversely affected by the right of the holders of shares of any series of preferred stock that the Company may designate and issue in the future.
(c)
Preferred Stock
As of December 31, 2021, the Company had authorized 10,000,000 shares of undesignated preferred stock with a par value of $ 0.01 per share. The Company’s board of directors has the discretion to determine the rights, preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences, of each series of preferred stock.
(9)
Stock-Based Compensation
Stock Incentive Plans
As of December 31, 2021, the Company’s stock incentive plans included the 2010 Stock Plan (the “2010 Plan”), the 2020 Equity Incentive Plan (the “2020 Plan”), and the 2021 Inducement Equity Incentive Plan (the "2021 Plan”) (together, the “Plans”). The 2020 Plan provides for the award of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards to employees, directors, consultants or advisors.
The 2021 Plan provides for the award of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards to persons who were not previously an employee or director of the Company or who are commencing employment with the Company following a bona fide period of non-employment, in either case, as an inducement material to such person’s entry into employment with the Company and in accordance with the requirements of the Nasdaq Stock Market Rule 5635(c)(4). Neither consultants nor advisors are eligible to participate in the 2021 Plan.
The 2010 Plan provided for the granting of incentive stock options and nonstatutory stock options to employees, directors, consultants, or advisors. As of the effective date of the 2020 Plan, no further awards will be made under the 2010 Plan. Any options or awards outstanding under the 2010 Plan remain outstanding and effective. Shares of common stock subject to outstanding awards granted under the 2010 Plan that expire, terminate, or are otherwise surrendered, cancelled, forfeited, or repurchased by the Company are available for issuance under the 2020 Plan.
Stock Options
Stock options must be granted at an exercise price not less than 100 % of the fair market value per share at the grant date. The board of directors or compensation committee determines the exercise price of the Company’s stock options based on the closing price of the common stock as reported on the Nasdaq Global Select Market on the day of the grant. The maximum contractual term of options granted under the Plans is typically 10 years, options generally vest over four years with 25 % of the shares underlying the option vesting at the end of the first year and the remaining vesting monthly over the following three years.
During 2021, 2020, and 2019, 1,120,981 , 1,398,177 , and 214,845 options under the Plans were exercised for total proceeds of $ 7,927 , $ 4,183 , and $ 549 , respectively.
The fair value of each option award is determined on the date of grant using the Black Scholes Merton option-pricing model. The calculation of fair value includes several assumptions that require management’s judgment. The expected terms of options granted to employees during 2021, 2020, and 2019 were calculated using an average of historical exercises. Estimated volatility for 2021, 2020, and 2019 incorporates a calculated volatility derived from the historical closing prices of shares of common stock of similar entities whose share prices were publicly available
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Table of Contents
for the expected term of the option. The risk-free interest rate is based on the U.S. Treasury constant maturities in effect at the time of grant for the expected term of the option. The Company accounts for forfeitures as they occur, as such, the Company does not estimate forfeitures at the time of grant.
As of December 31, 2021, there were 2,283,037 shares available for grant under the Plans. Following are the weighted average valuation assumptions used for options:
Year Ended December 31,
2021
2020
2019
Valuation assumptions
Expected dividend yield
—
%
—
%
—
%
Expected volatility
59
%
60
%
57
%
Expected term (years)
4.66
4.49
6.05
Risk-free interest rate
0.71
%
1.46
%
2.33
%
The following table presents classification of stock-based compensation expense within the consolidated statements of operations:
Year Ended December 31,
2021
2020
2019
Cost of sales
$
3,858
$
1,384
$
376
Research and development
7,440
3,050
460
Sales and marketing
1,281
516
311
General and administrative
13,911
5,595
1,046
Total stock-based compensation
$
26,490
$
10,545
$
2,193
Stock option activity was as follows:
Number of
shares
Weighted
average
exercise
price
Weighted
average
remaining
contractual
term (years)
Aggregate
intrinsic
value
Beginning, January 1, 2021
7,257,460
$
12.14
Granted
1,696,327
93.13
Exercised
( 1,120,981
)
7.00
Forfeited
( 149,346
)
41.47
Expired
( 3,119
)
1.70
Balance, December 31, 2021
7,680,341
30.19
7.67
$
35,584
Exercisable, December 31, 2021
3,473,716
10.83
6.75
$
83,306
The weighted average grant date fair value per share of options granted during 2021, 2020, and 2019 was $ 45.07 , $ 9.55 , and $ 2.93 , respectively . The intrinsic value of options exercised during 2021, 2020, and 2019 was $ 71,308 , $ 87,946 , and $ 546 , respectively.
As of December 31, 2021, there was $ 78,355 of unrecognized compensation cost related to unvested stock options granted under the Plans, which is expected to be recognized over a weighted average period of 2.87 years. The fair value of shares vested during 2021, 2020, and 2019 was $ 19,080 , $ 3,153 , and $ 1,734 , respectively.
(10)
Noncontrolling Interest
The Company reviews each legal entity formed by parties related to the Company to determine whether or not the Company has a variable interest in the entity and whether or not the entity would meet the definition of a variable interest entity (“VIE”) in accordance with ASC Topic 810, Consolidation . If the entity is a VIE, the
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Company assesses whether or not the Company is the primary beneficiary of that VIE based on a number of factors, including (i) which party has the power to direct the activities that most significantly affect the VIE’s economic performance, (ii) the parties’ contractual rights and responsibilities pursuant to any contractual agreements and (iii) which party has the obligation to absorb losses or the right to receive benefits from the VIE. If the Company determines it is the primary beneficiary of a VIE, the Company consolidates the financial statements of the VIE into the Company’s consolidated financial statements at the time that determination is made. The Company evaluates whether it continues to be the primary beneficiary of any consolidated VIEs on a quarterly basis. If the Company were to determine that it is no longer the primary beneficiary of a consolidated VIE, or no longer has a variable interest in the VIE, it would deconsolidate the VIE in the period that the determination is made.
If the Company determines it is the primary beneficiary of a VIE that meets the definition of a business, the Company measures the assets, liabilities and noncontrolling interests of the newly consolidated entity at fair value in accordance with ASC Topic 805, Business Combinations at the date the reporting entity first becomes the primary beneficiary.
In October 2018, Faxian Therapeutics, LLC (“Faxian”) was formed in the United States. In April 2019, upon consummation of the joint venture, the Company and WuXi AppTech ("WuXi"), each received a 50 % equity interest in the entity in exchange for their contributions to the entity. The Company determined that Faxian was a VIE and concluded that it is the primary beneficiary of the VIE. As such, the Company has consolidated Faxian's results into the consolidated financial statements, and eliminated WuXi's ownership as a non-controlling interest.
(11)
Net Loss per Share Attributable to Common and Limited Common Stockholders
The following table presents the calculation of basic and diluted net loss per share attributable to common and limited common stockholders for the years presented (in thousands, except for share and per share data):
Year Ended December 31,
2021
2020
2019
Numerator:
Net loss attributable to Schrödinger common
and limited common stockholders
$
( 100,393
)
$
( 24,463
)
$
( 24,571
)
Denominator:
Weighted average shares used to compute net
loss per share attributable to Schrödinger common
and limited common stockholders, basic and diluted:
70,594,950
60,024,658
6,004,500
Net loss per share attributable to Schrödinger common
and limited common stockholders, basic and diluted:
$
( 1.42
)
$
( 0.41
)
$
( 4.09
)
Since the Company was in a loss position for all years presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:
Year Ended December 31,
2021
2020
2019
Convertible preferred stock
—
—
42,734,884
Shares subject to outstanding common stock options
7,680,341
7,257,460
4,805,562
7,680,341
7,257,460
47,540,446
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Table of Contents
(12 )
Equity Investments
(a)
Nimbus
The Company provides collaboration services for Nimbus under the terms of a master services agreement executed on May 18, 2010, as amended. Collaboration agreements are separate from the transaction that resulted in equity ownership and related fees are paid in cash to the Company. As Nimbus is a limited liability company and the Company is not a passive investor due to its collaboration with Nimbus on a number of drug discovery targets, the Company's management determined that it has significant influence over the entity and therefore accounts for the investment as an equity method investment.
The Company has concluded that the carrying value of its equity investment in Nimbus should reflect its contractual rights to substantive profits. The Company further determined that the HLBV method for valuing contractual rights to substantive profits provides the best representation of its financial position in Nimbus.
The HLBV method is a balance sheet-oriented approach to equity method accounting. Under the HLBV method, the Company determines its share of earnings or losses by comparing its claim on the book value at the beginning and end of each reporting period. This claim is calculated as the amount that the Company would receive (or be obligated to pay) if the investee were to liquidate all of its assets at recorded amounts, determined as of the balance sheet date in accordance with U.S. GAAP, and distribute the resulting cash to creditors and investors in accordance with their respective priorities.
The carrying value of the Nimbus investment was zero as of December 31, 2021 and December 31, 2020. The Company has no obligation to fund Nimbus losses in excess of its initial investment. The Company reported losses of zero , $ 2,977 , and $ 4,180 on the Nimbus investment during 2021, 2020, and 2019, respectively.
(b)
Morphic
The Company accounts for its investment in Morphic Holding, Inc. (“Morphic”) at fair value based on the share price of Morphic’s common stock at the measurement date.
During 2021, 2020, and 2019 the Company reported gains of $ 11,548 , $ 13,685 , and $ 14,102 on the Morphic investment, respectively. As of December 31, 2021 and December 31, 2020, the carrying value of the Company’s investment in Morphic was $ 39,561 and $ 28,013 , respectively.
(c)
Petra
Prior to May 2020, the Company had concluded that its equity investment in Petra Pharma Corporation (“Petra”) should be valued as a non-marketable equity security as the Company did not exercise significant influence over Petra.
During May 2020, Petra entered into a merger agreement with a third party. In connection with the merger, the Company received $ 4,582 of merger consideration in exchange for the Company’s shares of Petra common stock and is eligible to receive potential earn-outs tied to the achievement of specified development, regulatory, and commercial milestones. The Company is also eligible to receive $ 361 in escrow payments. During 2021, the Company received escrow payments of $ 335 .
(d)
Ravenna
In connection with the Petra merger, the Company received 2,676,191 shares of common stock of Ravenna Pharmaceuticals, Inc. (“Ravenna”). The Company concluded that its equity investment in Ravenna should be valued as a non-marketable equity security as the Company does not exercise significant influence over Ravenna. As of each of December 31, 2021 and December 31, 2020, the carrying value of the Company’s investment in Ravenna was $ 19 and $ 94 , respectively. The Company reported losses of $ 75 , zero , and zero on the Ravenna investment during 2021, 2020, and 2019, respectively.
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Table of Contents
(e)
Relay
In July 2020, Relay successfully completed an initial public offering. The Company accounts for its investment in Relay at fair value based on the share price of Relay’s common stock at the measurement date. In January 2021, the Company disposed of its equity stake in Relay for aggregate consideration of $ 15,735 , resulting in a loss of $ 1,821 for 2021. The Company reported a gain of $ 17,556 on the Relay investment for the year ended December 31, 2020. There was no gain or loss on the Relay investment for 2019, as Relay was not a public company during this period.
(f)
Ajax
In May 2021, the Company purchased 631,377 shares of Series B preferred stock of Ajax Therapeutics, Inc. (“Ajax”) for $ 1,700 in cash. The Company has concluded that its equity investment in Ajax should be valued as a non-marketable equity security as the Company does not exercise significant influence over Ajax. As of December 31, 2021 and December 31, 2020, the carrying value of the Company’s investment in Ajax was $ 1,700 and zero , respectively.
(g)
ShouTi
In July 2021, the Company purchased 494,035 shares of Series B preferred stock of ShouTi for $ 2,000 in cash. As ShouTi is structured as a company limited by shares, incorporated under the laws of the Cayman Islands and the Company is not a passive investor due to its collaboration with ShouTi on a number of drug discovery targets, the Company’s management determined that it has significant influence over the entity and therefore accounts for the investment as an equity method investment.
The Company has determined that the HLBV method for valuing contractual rights to substantive profits provides the best representation of its financial position in ShouTi. The carrying value of ShouTi was $ 1,887 and zero as of December 31, 2021 and December 31, 2020, respectively. The Company has no obligation to fund ShouTi losses in excess of its initial investment. The Company recorded a loss of $ 113 on the ShouTi investment during the year ended December 31, 2021.
(13 )
Employee Benefit Plan
The Company offers a 401(k) employee savings plan to its U.S.‑based employees . The Company made discretionary matching contributions equal to 100 % of the first 4.0 % of compensation contributed by employees for the years ended December 31, 2021, 2020, and 2019. Matching contributions during 2021, 2020, and 2019 were $ 2,592 , $ 1,748 , and $ 1,492 , respectively.
(14)
Related Party Transactions
(a)
D. E. Shaw
For the years ended December 31, 2021, 2020, and 2019, the Company licensed technology and purchased services for $ 7,940 , $ 7,281 , and $ 5,190 , respectively, from companies controlled by David E. Shaw and/or affiliates of companies controlled by David E. Shaw (the “D. E. Shaw entities”), stockholders of the Company. In addition, D. E. Shaw entities purchased certain products and services from, and provided cost reimbursements to, the Company totaling $ 318 , $ 226 , and $ 195 for the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021 and 2020, the Company had net payables of $ 2,637 and $ 3,464 , respectively, to D.E. Shaw entities.
(b)
Board Member
For the years ended December 31, 2021, 2020, and 2019, the Company paid consulting fees of $ 390 , $ 364 , and $ 361 , respectively, to a member of its board of directors.
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Table of Contents
(c)
Bill and Melinda Gates Foundation
For the years ended December 31, 2021, 2020, and 2019, the Bill & Melinda Gates Foundation, an entity under common control with Bill and Melinda Gates Foundation Trust, a stockholder of the Company, issued a grant under which it agreed to pay the Company directly for certain licenses and services provided to a specified group of third-party organizations. Revenue recognized for services provided by the Company under this grant were $ 1,160 , $ 2,094 , and $ 1,065 for the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021 and 2020, the Company had net receivables of $ 165 and $ 543 , respectively, due from the Bill & Melinda Gates Foundation.
In the fourth quarter of 2021, the Company recognized $ 111 in drug discovery contribution revenue related to funds received under an agreement with the Bill & Melinda Gates Foundation, aimed at accelerating drug discovery in women’s health. As of December 31, 2021, the Company had no receivables due under this agreement from the Bill & Melinda Gates Foundation.
The Company received $ 1,000 in contribution revenue in connection with its entry into an agreement with Gates Ventures, LLC in the second quarter of 2020, and $ 1,000 in contribution revenue in the second quarter of 2021 on the first anniversary of its entry into the agreement. Gates Ventures, LLC is an entity under control of William H. Gates III, who may be deemed to be the beneficial owner of more than 5 % of the Company’s voting securities. As of December 31, 2021 and 2020, the Company had no net receivables due from Gates Ventures, LLC.
(d)
ShouTi
During the year ended December 31, 2021, the Company entered into multiple software agreements with ShouTi and its subsidiary for approximately $ 650 . The Company recognized revenue of approximately $ 129 in the aggregate related to these agreements during the year ended December 31, 2021.
(15 )
Segment Reporting
The Company has determined that its chief executive officer (“CEO”) is its chief operating decision maker (“CODM”). The Company’s CEO evaluates the financial performance of the Company based on two reportable segments: Software and Drug Discovery. The Software segment is focused on licensing the Company’s software to transform molecular discovery. The Drug Discovery segment is focused on building a portfolio of preclinical and clinical drug programs, internally and through collaborations.
The CODM reviews segment performance and allocates resources based upon segment revenue and segment gross profit of the Software and Drug Discovery reportable segments. Segment gross profit is derived by deducting operational expenditures, with the exception of research and development, sales and marketing, and general and administrative activities from U.S. GAAP revenue. Operational expenditures are expenditures made that are directly attributable to the reportable segment. These expenditures are allocated to the segments based on headcount. The reportable segment expenditures include compensation, supplies, and services from contract research organizations.
Certain cost items are not allocated to the Company’s reportable segments. These cost items primarily consist of compensation and general operational expenses associated with the Company’s research and development, sales and marketing, and general and administrative. These costs are incurred by both segments and due to the integrated nature of the Company’s Software and Drug Discovery segments, any allocation methodology would be arbitrary and provide no meaningful analysis.
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All segment revenue is earned in the United States and there are no intersegment revenues. Additionally, the Company reports assets on a consolidated basis and does not allocate assets to its reportable segments for purposes of assessing segment performance or allocating resources. Presented below is financial information with respect to the Company’s reportable segments for the periods presented:
Year Ended December 31,
2021
2020
2019
Segment revenues:
Software
$
113,236
$
92,530
$
66,735
Drug discovery
24,695
15,565
18,808
Total segment revenues
$
137,931
$
108,095
$
85,543
Segment gross profit:
Software
$
86,741
$
74,527
$
53,089
Drug discovery
( 21,121
)
( 11,055
)
( 3,996
)
Total segment gross profit
65,620
63,472
49,093
Unallocated:
Research and development
( 90,904
)
( 64,695
)
( 39,404
)
Sales and marketing
( 22,150
)
( 17,795
)
( 21,364
)
General and administrative
( 64,009
)
( 41,898
)
( 27,040
)
(Loss) gain on equity investments
( 1,781
)
4,108
943
Change in fair value
11,359
28,263
9,922
Interest income
1,057
2,253
1,878
Income tax (expense) benefit
( 411
)
( 345
)
291
Consolidated net loss
$
( 101,219
)
$
( 26,637
)
$
( 25,681
)
The following table sets forth revenues by geographic area for the years ended December 31, 2021, 2020, and 2019:
Year Ended December 31,
2021
2020
2019
United States
$
90,398
$
60,737
$
47,622
Europe
27,810
24,370
17,504
Japan
8,565
14,558
14,367
Rest of World
11,158
8,430
6,050
$
137,931
$
108,095
$
85,543
(16 )
Subsequent Events
On January 14, 2022, we acquired 117,840 shares of XTAL BioStructures, Inc. for $ 6.5 million, a company that provides structural biology services, including biophysical methods, protein production and purification, and X-ray crystallography, which includes $ 6.0 million in upfront purchase price, plus an adjustment for working capital, less cash acquired.
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.