IONIS PHARMACEUTICALS INC (IONS)
SIC breadcrumb: Manufacturing > Chemicals And Allied Products > SIC 2834 Pharmaceutical Preparations
SEC company page: https://www.sec.gov/edgar/browse/?CIK=874015. Latest filing source: 0000874015-26-000115.
Informational only - descriptive public-record data, not investment advice.
Business
Read IONS's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read IONS's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 943,711,000 | USD | 2025 | 2026-02-26 |
| Net income | -381,387,000 | USD | 2025 | 2026-02-26 |
| Assets | 3,523,836,000 | USD | 2025 | 2026-02-26 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000874015.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 372,776,000 | 514,179,000 | 599,674,000 | 1,122,599,000 | 729,264,000 | 810,456,000 | 587,367,000 | 787,647,000 | 705,138,000 | 943,711,000 |
| Net income | -60,400,000 | 346,000 | 273,741,000 | 278,143,000 | -444,263,000 | -28,597,000 | -269,722,000 | -366,286,000 | -453,897,000 | -381,387,000 |
| Operating income | -20,160,000 | 31,047,000 | -61,372,000 | 365,883,000 | -172,082,000 | -30,186,000 | -410,191,000 | -353,730,000 | -475,081,000 | -381,684,000 |
| Diluted EPS | -0.50 | 0.15 | 2.07 | 1.90 | -3.18 | -0.20 | -1.90 | -2.56 | -3.04 | -2.38 |
| Operating cash flow | -112,105,000 | 174,149,000 | 602,906,000 | 345,627,000 | 35,892,000 | 30,799,000 | -274,370,000 | -307,513,000 | -500,947,000 | -268,583,000 |
| Capital expenditures | 7,107,000 | 34,764,000 | 13,608,000 | 30,905,000 | 35,120,000 | 11,955,000 | 15,721,000 | 23,805,000 | 45,280,000 | 51,444,000 |
| Assets | 912,467,000 | 1,322,774,000 | 2,667,784,000 | 3,233,112,000 | 2,389,755,000 | 2,611,690,000 | 2,533,876,000 | 2,990,072,000 | 3,003,675,000 | 3,523,836,000 |
| Liabilities | 812,902,000 | 957,494,000 | 1,480,624,000 | 1,548,565,000 | 1,646,473,000 | 1,839,953,000 | 1,960,989,000 | 2,603,386,000 | 2,415,324,000 | 3,034,747,000 |
| Stockholders' equity | 99,565,000 | 281,013,000 | 1,048,079,000 | 1,471,094,000 | 743,282,000 | 771,737,000 | 572,887,000 | 386,686,000 | 588,351,000 | 489,089,000 |
| Cash and cash equivalents | 84,685,000 | 129,630,000 | 278,820,000 | 683,287,000 | 397,664,000 | 869,191,000 | 276,472,000 | 399,266,000 | 242,077,000 | 372,260,000 |
| Free cash flow | -119,212,000 | 139,385,000 | 589,298,000 | 314,722,000 | 772,000 | 18,844,000 | -290,091,000 | -331,318,000 | -546,227,000 | -320,027,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | -16.20% | 0.07% | 45.65% | 24.78% | -60.92% | -3.53% | -45.92% | -46.50% | -64.37% | -40.41% |
| Operating margin | -5.41% | 6.04% | -10.23% | 32.59% | -23.60% | -3.72% | -69.84% | -44.91% | -67.37% | -40.45% |
| Return on equity | -60.66% | 0.12% | 26.12% | 18.91% | -59.77% | -3.71% | -47.08% | -94.72% | -77.15% | -77.98% |
| Return on assets | -6.62% | 0.03% | 10.26% | 8.60% | -18.59% | -1.09% | -10.64% | -12.25% | -15.11% | -10.82% |
| Liabilities / equity | 8.16 | 3.41 | 1.41 | 1.05 | 2.22 | 2.38 | 3.42 | 6.73 | 4.11 | 6.20 |
| Current ratio | 5.96 | 4.80 | 7.88 | 9.97 | 3.56 | 9.75 | 7.07 | 5.90 | 8.47 | 3.83 |
Industry Peer Context
Net margin peer context
Operating margin peer context
ROE peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0000874015-26-000115; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0000874015-26-000115; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0000874015-26-000115; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000874015-26-000115; filed 2026-02-26. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000874015-26-000115; filed 2026-02-26. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000874015-26-000115; filed 2026-02-26. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000874015-26-000115; filed 2026-02-26. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000874015-26-000115; filed 2026-02-26. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000874015-26-000115; filed 2026-02-26. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000874015-26-000115; filed 2026-02-26. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000874015-26-000115; filed 2026-02-26. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000874015-26-000115; filed 2026-02-26. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000874015-26-000115; filed 2026-02-26. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000874015-26-000115; filed 2026-02-26. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-07-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000874015.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q3 | 2022-09-30 | -0.33 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | -0.87 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | -0.60 | reported discrete quarter | ||
| 2023-Q3 | 2023-09-30 | 144,207,000 | -147,410,000 | -1.03 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 324,505,000 | -9,263,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 119,497,000 | -142,803,000 | -0.98 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 225,250,000 | -66,265,000 | -0.45 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 133,814,000 | -140,480,000 | -0.95 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 226,576,000 | -104,349,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 131,612,000 | -146,938,000 | -0.93 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 452,049,000 | 123,551,000 | 0.70 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 156,719,000 | -128,606,000 | -0.80 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 203,330,000 | -229,394,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 246,091,000 | -92,528,000 | -0.56 | reported discrete quarter |
| 2026-Q2 | 2026-06-30 | 267,949,000 | -114,646,000 | -0.69 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0000874015-26-000251; filed 2026-07-29. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0000874015-26-000251; filed 2026-07-29. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0000874015-26-000251; filed 2026-07-29. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0000874015-26-000251.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In this Report on Form 10-Q, unless the context requires otherwise, “Ionis,” the “Company,” “we,” “our,” and “us,” means Ionis Pharmaceuticals, Inc. and its subsidiaries.
Forward-Looking Statements
In addition to historical information contained in this Report on Form 10-Q, the Report includes forward-looking statements regarding our business and the therapeutic and commercial potential of our commercial medicines, additional medicines in development, technologies and our expectations regarding development and regulatory milestones. Any statement describing our goals, expectations, financial or other projections, intentions or beliefs is a forward-looking statement and should be considered an at-risk statement. Such statements are subject to certain risks and uncertainties and particularly those inherent in the process of discovering, developing and commercializing medicines that are safe and effective for use as human therapeutics, and in the endeavor of building a business around such medicines. Our forward-looking statements also involve assumptions that, if they never materialize or prove correct, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report and described in additional detail in our annual report on Form 10-K for the year ended December 31, 2025, which is on file with the U.S. Securities and Exchange Commission and is available from us, and those identified within Part II Item 1A, Risk Factors, of this Report. Although our forward-looking statements reflect the good faith judgment of our management, these statements are based only on facts and factors currently known by us. Except as required by law, we undertake no obligation to update any forward-looking statements for any reason. As a result, you are cautioned not to rely on these forward-looking statements.
Overview
For three decades, we have invented medicines that bring better futures to people with serious diseases. As a pioneer in RNA-targeted medicines with a deep understanding of disease biology and an industry-leading drug discovery technology, we are driven to deliver innovative, life-changing advances for patients.
With multiple independent commercial launches now underway, we have transitioned into a fully integrated commercial-stage biotechnology company. We currently have seven marketed medicines to treat serious diseases: TRYNGOLZA (olezarsen), DAWNZERA (donidalorsen), WAINUA (eplontersen), SPINRAZA (nusinersen), QALSODY (tofersen), TEGSEDI (inotersen) and WAYLIVRA (volanesorsen). Following approval by the U.S. Food and Drug Administration, or FDA, in June 2026, we independently launched TRYNGOLZA for the treatment of severe hypertriglyceridemia, or sHTG. In addition, we are on track to independently launch zilganersen for Alexander disease, or AxD, in 2026, assuming regulatory approval. We also have a rich innovative pipeline across our focus areas of neurology, cardiometabolic diseases and select areas of high patient needs. We currently have two wholly owned medicines and eight partnered medicines in Phase 3 development, including obudanersen for Angelman syndrome, or AS, which has completed enrollment of the Phase 3 study. We also have additional medicines in early and mid-stage development.
Our multiple sources of revenue and solid financial foundation enable our continued investments to support ongoing and planned launches and to advance our wholly owned medicines in development. Our key recent achievements, combined with our independent and partnered product launches anticipated by the end of 2027, position us well to help millions of patients with serious diseases and deliver increasing product and royalty revenue.
Our Marketed Medicines
TRYNGOLZA is a once monthly, self-administered LIgand-Conjugated Antisense, or LICA, medicine approved in the United States, or U.S., as an adjunct to diet to reduce triglycerides and the risk of acute pancreatitis in adults with sHTG and as an adjunct to diet to reduce triglycerides in adults with familial chylomicronemia syndrome, or FCS. TRYNGOLZA is also approved in the European Union, or EU, Canada and the United Kingdom, or UK, as an adjunct to diet in adult patients for the treatment of genetically confirmed FCS. TRYNGOLZA is the first and only treatment approved by the FDA that significantly and substantially reduces triglyceride levels in adults with sHTG and provides a clinically meaningful reduction in acute pancreatitis, or AP, events. TRYNGOLZA is the first medicine we are commercializing independently in the U.S. Sobi has exclusive rights to commercialize TRYNGOLZA in countries outside of the U.S., Canada and China.
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Table of Contents
DAWNZERA is an RNA-targeted medicine approved in the U.S. for prophylaxis to prevent attacks of hereditary angioedema, or HAE, in adult and pediatric patients 12 years of age and older. DAWNZERA is also approved in the EU and UK for the routine prevention of recurrent attacks of HAE in the same age group. DAWNZERA 80mg is self-administered via subcutaneous autoinjector once every four or eight weeks. DAWNZERA is the first and only FDA-approved RNA-targeted prophylactic therapy for HAE. DAWNZERA has the potential to offer durable efficacy, a favorable safety and tolerability profile, and the longest available dosing interval. DAWNZERA is the second medicine we are commercializing independently in the U.S. We licensed commercialization rights for DAWNZERA in Europe and the Asia-Pacific region to Otsuka Pharmaceutical Co., Ltd., or Otsuka.
SPINRAZA is an antisense medicine for the treatment of patients with spinal muscular atrophy, or SMA, a progressive, debilitating and often fatal genetic disease. Higher dose SPINRAZA was approved and launched in the U.S. and EU for the treatment of SMA. Higher dose SPINRAZA is also approved in Japan. Our partner, Biogen, is responsible for commercializing SPINRAZA worldwide.
WAINUA (WAINZUA in Europe) is a once monthly, self-administered subcutaneous LICA medicine that is approved in numerous countries, including the U.S., EU, UK, Canada and China, for the treatment of adults with polyneuropathy of hereditary transthyretin-mediated amyloidosis, or ATTRv-PN, a debilitating, progressive, and fatal disease. In January 2024, we and AstraZeneca launched WAINUA in the U.S. for the treatment of adults with ATTRv-PN. The launch of WAINUA is underway in numerous countries, including the countries in the EU, following the approval by the European Commission, or EC, in March 2025. AstraZeneca is our commercialization partner for WAINUA.
QALSODY is an antisense medicine that received accelerated approval from the FDA in April 2023 and marketing authorization under exceptional circumstances from the European Medicines Agency, or EMA, in May 2024 for the treatment of adult patients with superoxide dismutase 1 amyotrophic lateral sclerosis, or SOD1-ALS, a rare, neurodegenerative disorder that causes progressive loss of motor neurons leading to death. QALSODY was the first treatment approved to target a genetic cause of ALS. Our partner, Biogen, is responsible for commercializing QALSODY worldwide. Biogen is also evaluating QALSODY as a potential treatment for presymptomatic SOD1-ALS patients in the ongoing ATLAS study. QALSODY was granted Orphan Drug designation by the FDA and EMA.
TEGSEDI is a once weekly, self-administered subcutaneous medicine approved in Europe and Brazil for the treatment of patients with ATTRv-PN. We currently sell TEGSEDI in Europe through our distribution agreement with Swedish Orphan Biovitrum AB, or Sobi. In Latin America, PTC Therapeutics International Limited, or PTC, is commercializing TEGSEDI in Brazil and is pursuing access in additional Latin American countries through its exclusive license agreement with us.
WAYLIVRA is a once weekly, self-administered, subcutaneous medicine approved in Europe and Brazil as an adjunct to diet in adult patients with genetically confirmed FCS and at high risk for pancreatitis. We sell WAYLIVRA in Europe through our distribution agreement with Sobi. In Latin America, PTC is commercializing WAYLIVRA in Brazil for two indications, FCS and familial partial lipodystrophy, or FPL, and is pursuing access in additional Latin American countries through its exclusive license agreement with us.
Our Innovative Late-Stage Pipeline of Ionis-Owned Investigational Medicines
Zilganersen is our investigational medicine for AxD. The FDA has granted Priority Review of zilganersen, with a Prescription Drug User Fee Act, or PDUFA, action date of September 22, 2026. The regulatory submission was based on the positive results from the Phase 3 portion of the pivotal study in children and adults with AxD. These results were presented at the Child Neurology Society Annual Meeting in October 2025 and the American Academy of Neurology Annual Meeting in April 2026. We established an expanded access program in the U.S. for eligible patients aged two and older living with AxD. Zilganersen has received Fast Track and Rare Pediatric Disease designations from the FDA and received Orphan Drug designation from both the FDA and the EMA. We licensed commercialization rights for zilganersen in countries outside of the U.S. to Recordati.
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Table of Contents
Obudanersen is our medicine in development for AS. In July 2026, we completed enrollment of the Phase 3 study, REVEAL, which we designed to evaluate the efficacy and safety of obudanersen. In addition, we are continuing to conduct the open label Phase 1/2 study, HALOS, of obudanersen in patients with AS designed to assess the safety, tolerability and activity of multiple ascending doses of obudanersen administered intrathecally. In 2025, we presented positive 12- and 18-month long-term extension data from the HALOS study which supports continued development. The FDA and EMA granted Orphan Drug designation to obudanersen. Additionally, the FDA granted Breakthrough Therapy, Fast Track and Rare Pediatric designations to obudanersen.
Our Innovative Late-Stage Pipeline of Partnered Investigational Medicines
Bepirovirsen is our medicine in development for chronic hepatitis B, or CHB. GSK is developing bepirovirsen. The FDA has granted Priority Review of bepirovirsen, with a PDUFA action date of October 26, 2026. In May 2026, GSK presented positive Phase 3 data for bepirovirsen at the 2026 European Association for the Study of the Liver, or EASL, Congress. Bepirovirsen is also under regulatory review in the EU, China and Japan, with additional submissions planned. The FDA, Center for Drug Evaluation, or CDE, of National Medical Products Administration, or NMPA, of China and Japanese Ministry of Health, Labour and Welfare, or MHLW, granted bepirovirsen Fast Track designation, Breakthrough Therapy designation and SENKU (formerly known as SAKIGAKE) designation, respectively, for the treatment of patients with CHB.
Eplontersen is our medicine in development to treat patients with transthyretin amyloidosis cardiomyopathy, or ATTR-CM. In July 2026, we and AstraZeneca announced that the CARDIO-TTRansform trial for eplontersen in patients with ATTR-CM missed the primary efficacy endpoint of the composite outcome of cardiovascular, or CV, mortality and recurrent CV clinical events up to Week 140 compared with placebo. In this contemporary patient population treated with standard of care, including a majority on a stabilizer, adding eplontersen did not provide a statistically significant benefit. We and AstraZeneca are continuing to analyze the full data set, and results will be shared with the scientific community at the European Society of Cardiology, or ESC, Congress in August 2026.
Pelacarsen is our medicine i
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Latest 10-K MD&A
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This financial review presents our operating results for each of the two years in the period ended December 31, 2025, and our financial condition as of December 31, 2025. Refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in our 2024 Form 10-K for our results of operations for 2024 compared to 2023. Except for the historical information contained herein, the following discussion contains forward-looking statements that are subject to known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. We discuss such risks, uncertainties and other factors throughout this report and specifically under Part I, Item 1A, Risk Factors. In addition, the following review should be read in conjunction with the information presented in our consolidated financial statements and the related notes to our consolidated financial statements included in Part II, Item 8, Financial Statements and Supplementary Data, of this report.
Overview
As noted in our Business Overview in Part I, Item 1, Business, for three decades, we have invented medicines that we believe bring better futures to people with serious diseases. Today, as a pioneer in RNA-targeted medicines, we continue to drive innovation in RNA therapies. We currently have seven marketed medicines: TRYNGOLZA, DAWNZERA, WAINUA, SPINRAZA, QALSODY, TEGSEDI and WAYLIVRA. We also have a rich innovative late- and mid-stage pipeline in neurology, cardiometabolic diseases and select areas of high patient needs. We currently have nine medicines in Phase 3 development and additional medicines in early and mid-stage development. Refer to Part I, Item 1, Business, for further details on our business and key developments in our medicines.
Results of Operations
The following table provides selected summary information from our consolidated statements of operations for 2025 and 2024 (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| Total revenue | $ | 943.7 | $ | 705.1 | |||
| Total operating expenses | $ | 1,325.4 | $ | 1,180.2 | |||
| Loss from operations | $ | (381.7 | ) | $ | (475.1 | ) | |
| Net loss | $ | (381.4 | ) | $ | (453.9 | ) | |
| Cash, cash equivalents and short-term investments | $ | 2,677.4 | $ | 2,297.7 |
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Revenue
Total revenue for 2025 was $943.7 million compared to $705.1 million in 2024 and was comprised of the following (in millions):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Revenue: | ||||||
| Commercial revenue: | ||||||
| Product sales, net: | ||||||
| TRYNGOLZA sales, net | $ | 107.5 | $ | - | ||
| DAWNZERA sales, net | 7.8 | - | ||||
| Total product sales, net | 115.3 | - | ||||
| Royalty revenue: | ||||||
| SPINRAZA royalties | 212.3 | 216.1 | ||||
| WAINUA royalties | 49.1 | 20.2 | ||||
| Other royalties | 24.1 | 21.0 | ||||
| Total royalty revenue | 285.5 | 257.3 | ||||
| Other commercial revenue | 35.0 | 35.8 | ||||
| Total commercial revenue | 435.8 | 293.1 | ||||
| Research and development revenue: | ||||||
| Collaborative agreement revenue | 465.8 | 332.6 | ||||
| WAINUA joint development revenue | 42.1 | 79.4 | ||||
| Total research and development revenue | 507.9 | 412.0 | ||||
| Total revenue | $ | 943.7 | $ | 705.1 |
Commercial revenue in 2025 increased 49 percent compared to 2024. This increase was primarily driven by TRYNGOLZA product sales and higher royalty revenue.
The remainder of our revenue came from programs under our R&D collaborations, including a $280 million upfront payment for the global license of sapablursen to Ono in the second quarter of 2025, reflecting the value that our pipeline and technology continues to generate.
WAINUA (Eplontersen) Collaboration with AstraZeneca
Our financial results for the years ended December 31, 2025 and 2024 reflected the cost-sharing provisions related to our collaboration with AstraZeneca to develop and commercialize WAINUA for the treatment of ATTR. Under the terms of the collaboration agreement, AstraZeneca was responsible for 55 percent of the costs associated with the ongoing global Phase 3 development program through December 31, 2025. After December 31, 2025, AstraZeneca is responsible for 75 percent and 87.5 percent of development costs in the U.S. and the rest of the world, respectively. Because we are leading and conducting the Phase 3 development program, we are recognizing as R&D revenue the percentage of cost-share funding AstraZeneca is responsible for, net of our share of AstraZeneca’s development expenses, in the same period we incur the related development expenses.
As AstraZeneca is responsible for the vast majority of the medical affairs and commercial costs in the U.S. and all costs associated with bringing WAINUA to market outside the U.S., we are recognizing cost-share funding we receive from AstraZeneca related to these activities as a reduction of our medical affairs and commercialization expenses, which we classify as R&D and selling, general and administrative, or SG&A, expenses, respectively. We expect our medical affairs and commercialization expenses to increase as WAINUA advances toward the market under our collaboration with AstraZeneca.
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The following table sets forth information on revenue and expenses under this collaboration (in millions):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| WAINUA joint development revenue | $ | 42.1 | $ | 79.4 | ||
| Research and development expenses related to Phase 3 development of WAINUA | 88.9 | 107.2 | ||||
| Medical affairs expenses for WAINUA | 8.1 | 7.1 | ||||
| Commercialization expenses for WAINUA | 30.3 | 26.7 |
Our WAINUA joint development revenue in 2024 included a $30 million milestone payment from AstraZeneca that we earned when the Medicines and Healthcare products Regulatory Agency, or MHRA, approved WAINUA for ATTRv-PN in the UK as WAINZUA. Research and development expenses related to the Phase 3 development of WAINUA decreased in 2025 compared to 2024 as development activities related to ATTRv-PN continued to wind down with the commercial launch of WAINUA.
Operating Expenses
The following table sets forth information on operating expenses (in millions):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Operating expenses, excluding non-cash compensation expense related to equity awards | $ | 1,191.5 | $ | 1,050.0 | ||
| Non-cash compensation expense related to equity awards | 133.9 | 130.2 | ||||
| Total operating expenses | $ | 1,325.4 | $ | 1,180.2 |
Operating expenses, excluding non-cash compensation expense related to equity awards, increased in 2025 compared to 2024. SG&A expenses increased year over year primarily due to the launches of TRYNGOLZA, DAWNZERA and WAINUA.
Non-cash compensation expense related to equity awards were essentially flat year over year due to increased headcount offset by a lower stock price on the grant date of annual equity awards in 2025 compared to 2024. We believe non-cash compensation expense related to equity awards is not indicative of our operating results or cash flows from our operations.
Cost of Sales
Our cost of sales is comprised of costs related to our commercial revenue, which consisted of manufacturing costs, transportation and freight, indirect overhead costs associated with the manufacturing and distribution of TRYNGOLZA, DAWNZERA, TEGSEDI and WAYLIVRA and associated period costs.
Costs of sales for recently launched products, such as TRYNGOLZA and DAWNZERA, does not include the full cost of manufacturing until we manufacture and sell additional inventory after exhausting pre-launch inventory, which we previously recorded as R&D expense.
The following table sets forth information on cost of sales (in millions):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cost of sales, excluding non-cash compensation expense related to equity awards | $ | 14.0 | $ | 10.4 | ||
| Non-cash compensation expense related to equity awards | 1.9 | 0.8 | ||||
| Total cost of sales | $ | 15.9 | $ | 11.2 |
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Research, Development and Patent Expenses
Our research, development and patent expenses consist of expenses for drug discovery, drug development, medical affairs, manufacturing and development chemistry and R&D support expenses.
The following table sets forth information on research, development and patent expenses (in millions):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Research, development and patent expenses, excluding non-cash compensation expense related to equity awards | $ | 825.5 | $ | 809.1 | ||
| Non-cash compensation expense related to equity awards | 90.1 | 92.4 | ||||
| Total research, development and patent expenses | $ | 915.6 | $ | 901.5 |
Drug Discovery
We use our proprietary technologies to generate information about the function of genes and to determine the value of genes as drug discovery targets. We use this information to direct our own drug discovery research, and that of our partners. Drug discovery is also the function that is responsible for advancing our core technology. This function is also responsible for making investments in complementary technologies to expand the reach of our technologies.
The following table sets forth information on drug discovery expenses (in millions):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Drug discovery expenses, excluding non-cash compensation expense related to equity awards | $ | 125.2 | $ | 114.4 | ||
| Non-cash compensation expense related to equity awards | 16.2 | 18.4 | ||||
| Total drug discovery expenses | $ | 141.4 | $ | 132.8 |
Drug discovery expenses, excluding non-cash compensation expense related to equity awards, increased in 2025 compared to 2024 as we continued to advance our technologies discussed above.
Drug Development
The following table sets forth drug development expenses, including expenses for our marketed medicines and those in Phase 3 development for which we have incurred significant costs (in millions):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Eplontersen | $ | 87.6 | $ | 103.7 | ||
| DAWNZERA | 14.3 | 16.6 | ||||
| Olezarsen | 87.1 | 147.4 | ||||
| Zilganersen | 13.9 | 7.6 | ||||
| Obudanersen | 31.9 | 16.6 | ||||
| Ulefnersen | 11.1 | 15.0 | ||||
| Other development projects | 81.1 | 84.5 | ||||
| Development overhead expenses | 159.2 | 135.9 | ||||
| Total drug development expenses, excluding non-cash compensation expense related to equity awards | 486.2 | 527.3 | ||||
| Non-cash compensation expense related to equity awards | 42.5 | 41.2 | ||||
| Total drug development expenses | $ | 528.7 | $ | 568.5 |
Our development expenses, excluding non-cash compensation expense related to equity awards, decreased in 2025 compared to 2024 as several late-stage studies ended. We expect our development expenses will continue to stabilize as several late-stage studies end and we reallocate resources toward earlier stage programs.
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We may conduct multiple clinical trials on a drug candidate, including multiple clinical trials for the various indications we may be studying. Furthermore, as we obtain results from trials, we may elect to discontinue clinical trials for certain drug candidates in certain indications in order to focus our resources on more promising drug candidates or indications. Our Phase 1 and Phase 2 programs are clinical research programs that fuel our Phase 3 pipeline. When our medicines are in Phase 1 or Phase 2 clinical trials, they are in a dynamic state in which we may adjust the development strategy for each medicine. Although we may characterize a medicine as “in Phase 1” or “in Phase 2,” it does not mean that we are conducting a single, well-defined study with dedicated resources. Instead, we allocate our internal resources on a shared basis across numerous medicines based on each medicine’s particular needs at that time. This means we are constantly shifting resources among medicines. Therefore, what we spend on each medicine during a particular period is usually a function of what is required to keep the medicines progressing in clinical development, not what medicines we think are most important. For example, the number of people required to start a new study is large, the number of people required to keep a study going is modest and the number of people required to finish a study is large. However, such fluctuations are not indicative of a shift in our emphasis from one medicine to another and cannot be used to accurately predict future costs for each medicine. Because we always have numerous medicines in preclinical and varying stages of clinical research, the fluctuations in expenses from medicine to medicine, in large part, offset one another. If we partner a medicine, it may affect the size of a trial, its timing, its total cost and the timing of the related costs.
Medical Affairs
Our medical affairs function is responsible for funding and coordinating investigator-sponsored trials, communicating scientific and clinical information to healthcare providers, medical professionals and patients, and managing publications.
The following table sets forth information on medical affairs expenses (in millions):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Medical affairs expenses, excluding non-cash compensation expense related to equity awards | $ | 32.0 | $ | 27.2 | ||
| Non-cash compensation expense related to equity awards | 5.4 | 4.7 | ||||
| Total medical affairs expenses | $ | 37.4 | $ | 31.9 |
Medical affairs expenses, excluding non-cash compensation expense related to equity awards, increased in 2025 compared to 2024 as we continued advancing our late-stage pipeline.
Manufacturing and Development Chemistry
Expenditures in our manufacturing and development chemistry function consist primarily of personnel costs, specialized chemicals for oligonucleotide manufacturing, validation batches to support regulatory approvals, laboratory supplies and outside services. Our manufacturing and development chemistry function is responsible for providing drug supplies to drug development and our collaboration partners. Our manufacturing procedures include testing to satisfy good laboratory and good manufacturing practice requirements.
The following table sets forth information on manufacturing and development chemistry expenses (in millions):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Manufacturing and development chemistry expenses, excluding non-cash compensation expense related to equity awards | $ | 87.3 | $ | 57.7 | ||
| Non-cash compensation expense related to equity awards | 7.8 | 9.4 | ||||
| Total manufacturing and development chemistry expenses | $ | 95.1 | $ | 67.1 |
Manufacturing and development chemistry expenses, excluding non-cash compensation expense related to equity awards, increased in 2025 compared to 2024 due to the timing of manufacturing performed by our contract manufacturing organizations for drug product and active pharmaceutical ingredients related to several late-stage programs. Refer to the section titled, Manufacturing, in Part I, Item 1, Business, for further details on the activities and types of costs we incur in our manufacturing process.
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R&D Support
In our research, development and patent expenses, we include support costs such as rent, repair and maintenance for buildings and equipment, utilities, depreciation of laboratory equipment and facilities, amortization of our intellectual property, information technology costs, procurement costs and waste disposal costs. We call these costs R&D support expenses.
The following table sets forth information on R&D support expenses (in millions):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Personnel costs | $ | 33.1 | $ | 31.4 | ||
| Occupancy | 31.1 | 28.5 | ||||
| Computer software and licenses | 14.4 | 8.4 | ||||
| Insurance | 3.3 | 3.3 | ||||
| Patent expenses | 6.4 | 5.3 | ||||
| Other | 6.5 | 5.7 | ||||
| Total R&D support expenses, excluding non-cash compensation expense related to equity awards | 94.8 | 82.6 | ||||
| Non-cash compensation expense related to equity awards | 18.2 | 18.6 | ||||
| Total R&D support expenses | $ | 113.0 | $ | 101.2 |
R&D support expenses, excluding non-cash compensation expense related to equity awards, increased in 2025 compared to 2024 primarily due to increased costs relating to computer software and licenses.
Selling, General and Administrative Expenses
SG&A expenses include personnel, information technology systems and outside costs associated with the commercialization and pre-commercialization activities for our medicines and costs to support our company, our employees and our stockholders including, legal, human resources, investor relations and finance. Additionally, we include in SG&A expenses such costs as rent, repair and maintenance of buildings and equipment, depreciation and utilities costs that we need to support the corporate functions listed above. We also include fees we owe under our in-licensing agreements related to SPINRAZA and QALSODY and cost sharing payments associated with the co-commercialization activities under our WAINUA collaboration with AstraZeneca.
The following table sets forth information on SG&A expenses (in millions):
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Selling, general and administrative expenses, excluding non-cash compensation expense related to equity awards | $ | 352.0 | $ | 230.5 | ||
| Non-cash compensation expense related to equity awards | 41.9 | 37.0 | ||||
| Total selling, general and administrative expenses | $ | 393.9 | $ | 267.5 |
SG&A expenses, excluding non-cash compensation expense related to equity awards, increased in 2025 compared to 2024 primarily due to the launches of TRYNGOLZA, DAWNZERA and WAINUA. We expect SG&A expenses to increase as we continue to invest in our independent commercial launches.
Investment Income
Investment income for 2025 was $97.8 million compared to $107.0 million for 2024. The decrease in investment income was primarily due to a decrease in interest rates associated with our investments during 2025 compared to 2024.
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Interest Expense
The following table sets forth information on interest expense (in millions):
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Convertible notes: | ||||||
| Non-cash amortization of debt issuance costs | $ | 6.3 | $ | 6.1 | ||
| Interest expense payable in cash | 10.1 | 10.5 | ||||
| Interest on mortgage for manufacturing facility | 0.4 | 0.4 | ||||
| Other | 0.5 | - | ||||
| Total interest expense | $ | 17.3 | $ | 17.0 |
Interest Expense Related to Sale of Future Royalties
We recorded $73.3 million and $73.5 million of interest expense related to the sale of future royalties in 2025 and 2024, respectively. These amounts are related to the Royalty Pharma Investments, or Royalty Pharma, transaction, in which we sold a minority interest in our future SPINRAZA and pelacarsen royalties to Royalty Pharma for a $500 million upfront payment and $625 million of potential future payments. Refer to Part IV, Item 15, Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated Financial Statements for further details.
Gain (Loss) on Investments
We recorded a $10.2 million gain on investments and a $2.9 million loss on investments for 2025 and 2024, respectively. The period-over-period fluctuation in our gain (loss) on investments was primarily driven by changes in the fair value of our investments in privately held and publicly traded biotechnology companies.
Other Income (Expense)
In 2025, we completed a $770.0 million offering of our 0% Notes due 2030 and used $267.6 million of the net proceeds to repurchase $200.0 million in principal of our 0% Notes due 2026 at a premium. As a result of the repurchase, we recognized induced conversion expense of $16.3 million, which we recorded as other expense in our consolidated statement of operations for the year ended December 31, 2025. The induced conversion expense is the difference between the amount paid to repurchase the 0% Notes due 2026 and the if-converted value of the notes at the time that the debt repurchase terms were finalized. Refer to Part IV, Item 15, Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated Financial Statements for further details regarding our convertible debt.
Income Tax Expense (Benefit)
We recorded an income tax expense of $1.8 million for 2025 compared to an income tax benefit of $6.2 million for 2024.
The income tax expense for 2025 primarily relates to state income taxes, partially offset by a federal tax benefit related to a capital loss carryback. The income tax benefit for 2024 primarily related to adjustments to prior year tax return positions for the royalty purchase agreement with Royalty Pharma and deductions related to foreign SPINRAZA royalties.
In July 2025, H.R.1 - 119th Congress was signed into law, introducing significant changes to U.S. federal tax law. The new law restores current expensing of domestic R&D costs and allows us to accelerate the deduction for a significant amount of such costs we capitalized since 2022. These tax law changes did not have a material effect on our tax expense for the year ended December 31, 2025.
We continue to maintain a full valuation allowance on all our net deferred tax assets.
Net Loss and Net Loss per Share
We generated a net loss of $381.4 million for 2025 compared to $453.9 million for 2024. Our net loss decreased for 2025 compared to 2024 primarily due to factors discussed in the sections above. Basic and diluted net loss per share for 2025 were $2.38 compared to $3.04 for 2024. Our net loss per share decreased for 2025 compared to 2024 primarily due to factors discussed in the sections above.
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Liquidity and Capital Resources
We have financed our operations primarily from research and development collaborative agreements. We also financed our operations from commercial revenue from SPINRAZA, WAINUA and QALSODY royalties and TEGSEDI and WAYLIVRA commercial revenue. In addition, we began earning commercial revenue from TRYNGOLZA product sales in late December 2024 and DAWNZERA product sales in late August 2025. From our inception through December 31, 2025, we have earned approximately $8.9 billion in revenue. We have also financed our operations through the sale of our equity securities, the issuance of long-term debt and the sale of future royalties. From the time we were founded through December 31, 2025, we have raised net proceeds of approximately $2.8 billion from the sale of our equity securities. Additionally, from our inception through December 31, 2025, we have borrowed approximately $3.5 billion under long-term debt arrangements and received proceeds of approximately $0.5 billion from the sale of future royalties to finance a portion of our operations.
Our working capital decreased from 2024 to 2025 as we reclassified our 0% Notes due 2026 from non-current liabilities to current liabilities in the second quarter of 2025 because the notes are due in April 2026. During the same period, our long-term obligations increased due to the issuance of our 0% Notes due 2030, which was partially offset by the partial repurchase of our 0% Notes due 2026, in the fourth quarter of 2025.
The following table summarizes our contractual obligations, excluding our liability related to the sale of future royalties, as of December 31, 2025. The table provides a breakdown of when obligations become due. We provide a more detailed description of the major components of our debt in Part IV, Item 15, Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated Financial Statements.
| Contractual Obligations | Payments Due by Period (in millions) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (selected balances described below) | Total | Less than 1 year | More than 1 year | ||||||||
| 0% Notes due 2030 (principal payable) | $ | 770.0 | $ | - | $ | 770.0 | |||||
| 1.75% Notes due 2028 (principal and interest payable) | 600.2 | 10.1 | 590.1 | ||||||||
| 0% Notes due 2026 (principal payable) | 432.5 | 432.5 | - | ||||||||
| Operating leases | 484.8 | 35.5 | 449.3 | ||||||||
| Building mortgage payments (principal and interest payable) | 9.1 | 0.5 | 8.6 | ||||||||
| Other obligations (principal and interest payable) | 0.6 | 0.1 | 0.5 | ||||||||
| Total | $ | 2,297.2 | $ | 478.7 | $ | 1,818.5 |
Our contractual obligations consist primarily of our convertible debt. In addition, we also have a facility mortgage, facility leases, equipment financing arrangements and other obligations. In the third quarter of 2025, our build-to-suit lease in Carlsbad, California commenced, resulting in an increase to our contractual obligations related to operating leases. We believe our cash, cash equivalents and short-term investments, as well as plans for cash in the future, will be sufficient to fund our planned operations and these obligations. We have not entered into, nor do we currently have, any off-balance sheet arrangements (as defined under SEC rules).
Convertible Debt and Call Spread
Refer to our Convertible Debt and Call Spread accounting policies in Part IV, Item 15, Note 1, Organization and Significant Accounting Policies, and Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated Financial Statements for the significant terms of each convertible debt instrument.
Operating Facilities
Refer to Part IV, Item 15, Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated Financial Statements for further details on our operating facilities.
Operating Leases
Refer to Part IV, Item 15, Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated Financial Statements for further details on our operating leases.
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Royalty Revenue Monetization
In 2023, we entered into a royalty purchase agreement with Royalty Pharma to monetize a portion of our future SPINRAZA and pelacarsen royalties we are entitled to under our agreements with Biogen and Novartis, respectively. Refer to Part IV, Item 15, Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated Financial Statements for further details on this agreement.
Other Obligations
In addition to contractual obligations, we had outstanding purchase orders as of December 31, 2025 for the purchase of services, capital equipment and materials as part of our normal course of business.
We may enter into additional collaborations with partners which could provide for additional revenue to us and we may incur additional cash expenditures related to our obligations under any of the new agreements we may enter into. We currently intend to use our cash, cash equivalents and short-term investments to finance our activities. However, we may also pursue other financing alternatives, like issuing additional shares of our common stock, issuing debt instruments, refinancing our existing debt, securing lines of credit or executing royalty monetization agreements. Whether we use our existing capital resources or choose to obtain financing will depend on various factors, including the future success of our business, the prevailing interest rate environment and the condition of financial markets generally.
Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the U.S. As such, we make certain estimates, judgments and assumptions that we believe are reasonable, based upon the information available to us. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact our quarterly or annual results of operations and financial condition. Each quarter, our senior management reviews the development, selection and disclosure of such estimates with the audit committee of our board of directors. In the following paragraphs, we describe the specific risks associated with these critical accounting estimates and we caution that future events rarely develop exactly as one may expect, and that best estimates may require adjustment. Our significant accounting policies are outlined in Part IV, Item 15, Note 1, Organization and Significant Accounting Policies, in the Notes to the Consolidated Financial Statements.
The following are our significant accounting estimates, which we believe are the most critical to aid in fully understanding and evaluating our reported financial results:
● Assessing the propriety of revenue recognition and associated deferred revenue;
● Determining the appropriate cost estimates for unbilled preclinical studies and clinical development activities; and
● Assessing the appropriate estimate of anticipated future royalty payments under our royalty purchase agreement.
The following are descriptions of our critical accounting estimates.
Revenue Recognition
We earn revenue from several sources. The judgements and estimates we make vary between each source of our revenue. At contract inception, we analyze our collaboration arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and therefore within the scope of Accounting Standards Codification, or ASC, Topic 808, Collaborative Arrangements, or ASC 808. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, we first determine which elements of the collaboration reflect a vendor-customer relationship and are therefore within the scope of ASC 606, Revenue from Contracts with Customers. When we determine elements of a collaboration do not reflect a vendor-customer relationship, we consistently apply the reasonable and rational policy election we made by analogizing to authoritative accounting literature.
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The following is a summary of the critical accounting estimates we make with respect to our revenue.
Research and development revenue under collaborative agreements
We recognize R&D revenue from numerous collaboration agreements. Our collaboration agreements typically contain multiple elements, or performance obligations, including technology licenses or options to obtain technology licenses, R&D services, and manufacturing services. Upon entering into a collaboration agreement, we are required to make the following judgements:
●
Identifying the performance obligations contained in the agreement
Our assessment of what constitutes a separate performance obligation requires us to apply judgement. Specifically, we have to identify which goods and services we are required to provide under the contract are distinct.
●
Determining the transaction price, including any variable consideration
To determine the transaction price, we review the amount of consideration we are eligible to earn under the agreement. We do not typically include any payments we may receive in the future in our initial transaction price since the payments are typically not probable because they are contingent upon certain future events. We reassess the total transaction price at each reporting period to determine if we should include additional payments in the transaction price that have become probable.
●
Allocating the transaction price to each of our performance obligations
When we allocate the transaction price to more than one performance obligation, we make estimates of the relative stand-alone selling price of each performance obligation because we do not typically sell our goods or services on a stand-alone basis. The estimate of the relative stand-alone selling price requires us in some cases to make significant judgements. For example, when we deliver a license at the start of an agreement, we use valuation methodologies, such as the relief from royalty method, to value the license. Under this method we are required to make estimates including future sales, royalties on future product sales, contractual milestones, expenses, income taxes and discount rates. Additionally, when we estimate the selling price for R&D services, we make estimates, including: the number of internal hours we will spend on the services, the cost of work we and third parties will perform and the cost of clinical trial material we will use.
The R&D revenue we recognize each period is comprised of several types of revenue, including amortization from upfront payments, milestone payments, license fees and other services that we recognize immediately or amortize over the period in which we satisfy our performance obligation. Each of these types of revenue require us to make various judgements and estimates.
R&D Services with Upfront Payments
We recognize revenue from the amortization of upfront payments as we perform R&D services. We use an input method to estimate the amount of revenue to recognize each period. This method requires us to make estimates of the total costs we expect to incur to complete our R&D services performance obligation or the total amount of effort it will take us to complete our R&D services performance obligation. If we change our estimates, we may have to adjust our revenue.
Milestone Payments
When recognizing revenue related to milestone payments, we typically make the following judgements and estimates:
●
Whether a milestone payment is probable (discussed in detail above under “Determining the transaction price, including any variable consideration”); and
●
If we are performing services, we recognize revenue over our estimated period of performance in a similar manner to the amortization of upfront payments (discussed above under “R&D Services with Upfront Payments”).
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License Fees
When we grant a license for a medicine in clinical development, we generally recognize as R&D revenue the total amount we determine to be the relative stand-alone selling price of a license when we deliver the license to our partner. Refer to Part IV, Item 15, Note 1, Organization and Significant Accounting Policies, in the Notes to the Consolidated Financial Statements for our revenue recognition policy. We discuss the estimates we make related to the relative stand-alone selling price of a license in detail above under “Allocating the transaction price to each of our performance obligations.”
Estimated Liability for Clinical Development Costs
We have numerous medicines in preclinical studies and/or clinical trials at clinical sites throughout the world. On at least a quarterly basis, we estimate our liability for preclinical and clinical development costs we have incurred and services that we have received but for which we have not yet been billed and maintain an accrual to cover these costs. These costs primarily relate to third-party clinical management costs, laboratory and analysis costs, toxicology studies and investigator grants. We estimate our liability using assumptions about study and patient activities and the related expected expenses for those activities determined based on the contracted fees with our service providers. The assumptions we use represent our best estimates of the activity and expenses at the time of our accrual and involve inherent uncertainties and the application of our judgment. Upon settlement, these costs may differ materially from the amounts accrued in our consolidated financial statements. Our historical accrual estimates have not been materially different from our actual amounts.
As of December 31, 2025, a hypothetical 10 percent increase in our liability for preclinical and clinical development costs would have resulted in an increase in our loss before income tax benefit and accrued liabilities of approximately $5.4 million.
Liability Related to Sale of Future Royalties
In 2023, we entered into a royalty purchase agreement with Royalty Pharma to monetize a portion of our future SPINRAZA and pelacarsen royalties we are entitled to under our agreements with Biogen and Novartis, respectively. Under our agreement with Royalty Pharma, we calculate the liability related to the sale of future royalties, effective interest rate and the related interest expense using our current estimate of anticipated future royalty payments under the arrangement, which we periodically reassess based on internal projections and information from our partners who are responsible for commercializing the medicines. The amount that Royalty Pharma will receive under the agreement is based on sales of SPINRAZA, our currently commercialized medicine, and pelacarsen, a product candidate that is not currently commercialized. As such, the repayment amounts that we estimate related to projections of future pelacarsen revenues contain more subjective estimation which we believe could lead to larger changes in estimates in the future. If there is a material change in our estimate, we will prospectively adjust the effective interest rate and the related interest expense.
There are numerous factors, most of which are not within our control, that could materially impact the amount and timing of future royalty payments, particularly those from Novartis for pelacarsen, and could result in changes to our estimate of future royalty payments to Royalty Pharma. Such factors include, but are not limited to, the regulatory approval and commercial sales of pelacarsen, competing products or other significant events. These factors and other events or circumstances could result in reduced royalty payments from sales of pelacarsen, which would result in a reduction of our non-cash royalty revenue and non-cash interest expense over the life of the agreement. Conversely, if sales of pelacarsen are more than amounts we estimated, the non-cash royalty revenue and non-cash interest expense we record would be greater over the life of the arrangement.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0000874015-25-000089.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This financial review presents our operating results for each of the two years in the period ended December 31, 2024, and our financial condition as of December 31, 2024.
Refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our 2023 Form 10-K for our results of operations for 2023
compared to 2022. Except for the historical information contained herein, the following discussion contains forward-looking statements that
are subject to known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. We discuss such risks, uncertainties and other factors
throughout this report and specifically under Part I, Item 1A, Risk Factors. In addition, the following review should be read in conjunction with
the information presented in our consolidated financial statements and the related notes to our consolidated financial statements included in Part II, Item 8, Financial Statements and Supplementary Data, of this report.
Overview
As noted in our Business Overview in Part I, Item 1, Business, for three decades, we have invented medicines that we believe bring better futures to people with serious diseases. Today, as a
pioneer in RNA-targeted medicines, we continue to drive innovation in RNA therapies. We currently have six marketed medicines: TRYNGOLZA, WAINUA, SPINRAZA, QALSODY, TEGSEDI and WAYLIVRA. We also have a rich innovative late- and mid-stage pipeline in neurology, cardiology and rare diseases. We currently have nine medicines in Phase 3 development and additional medicines in early and mid-stage development.
Refer to Part I, Item 1, Business, for further details on our business and key developments in our medicines.
Results of Operations
Below we have included our results of operations for 2024 compared to 2023. Refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our 2023
Form 10-K for our results of operations for 2023 compared to 2022. The following table provides selected summary information from our consolidated statements of operations for 2024
and 2023 (in millions):
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||
| Total revenue | $ | 705.1 | $ | 787.6 | ||||
| Total operating expenses | $ | 1,180.2 | $ | 1,141.4 | ||||
| Loss from operations | $ | (475.1 | ) | $ | (353.7 | ) | ||
| Net loss | $ | (453.9 | ) | $ | (366.3 | ) | ||
| Cash, cash equivalents and short-term investments | $ | 2,297.7 | $ | 2,331.2 |
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Revenue
Total revenue for 2024 was $705.1 million compared to $787.6 million in 2023 and was comprised of the following (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| Revenue: | |||||||
| Commercial revenue: | |||||||
| SPINRAZA royalties | $ | 216.1 | $ | 240.4 | |||
| WAINUA royalties | 20.2 | — | |||||
| Other commercial revenue: | |||||||
| TEGSEDI and WAYLIVRA revenue, net | 34.2 | 34.9 | |||||
| Other revenue | 22.6 | 33.3 | |||||
| Total other commercial revenue | 56.8 | 68.2 | |||||
| Total commercial revenue | 293.1 | 308.6 | |||||
| R&D revenue: | |||||||
| Amortization from upfront payments | 131.4 | 125.3 | |||||
| Milestone payments | 106.4 | 100.5 | |||||
| License fees | 71.3 | 116.8 | |||||
| Other services | 23.5 | 10.0 | |||||
| Collaborative agreement revenue | 332.6 | 352.6 | |||||
| WAINUA joint development revenue | 79.4 | 126.4 | |||||
| Total R&D revenue | 412.0 | 479.0 | |||||
| Total revenue | $ | 705.1 | $ | 787.6 |
Commercial revenue in 2024 included new sources of commercial revenue with the launch of WAINUA in the U.S. in late January 2024 and the
launch of TRYNGOLZA in the U.S. in late December 2024. SPINRAZA royalties in 2024 compared to 2023 were impacted from an annual order from a single country that did not recur in 2024.
R&D revenue decreased in 2024 compared to 2023 primarily due to the decrease in WAINUA joint development revenue as development
activities relating to ATTRv-PN wound down with the commercial launch of WAINUA. In addition, R&D revenue decreased due to the timing of significant partner payments.
WAINUA (Eplontersen) Collaboration with AstraZeneca
Our financial results for the years ended December 31, 2024 and 2023 reflected the cost-sharing provisions related to our collaboration with AstraZeneca to develop and
commercialize WAINUA for the treatment of ATTR. Under the terms of the collaboration agreement, AstraZeneca is currently paying 55 percent of the costs associated with the ongoing global Phase 3 development program. Because we are leading and
conducting the Phase 3 development program, we are recognizing as R&D revenue the 55 percent of cost-share funding AstraZeneca is responsible for, net of our share of AstraZeneca’s development expenses, in the same period we incur the related
development expenses.
As AstraZeneca is responsible for the vast majority of the medical affairs and commercial costs in the U.S. and all costs associated with
bringing WAINUA to market outside the U.S., we are recognizing cost-share funding we receive from AstraZeneca related to these activities as a reduction of our medical affairs and commercialization expenses, which we classify as R&D and selling,
general and administrative, or SG&A, expenses, respectively. We expect our medical affairs and commercialization expenses to increase as WAINUA advances toward the market under our collaboration with AstraZeneca.
The following table sets forth information on revenue and expenses under this collaboration (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| WAINUA joint development revenue | $ | 79.4 | $ | 126.4 | |||
| Research and development expenses related to Phase 3 development expenses for WAINUA | 107.2 | 150.8 | |||||
| Medical affairs expenses for WAINUA | 7.1 | 4.1 | |||||
| Commercialization expenses for WAINUA | 26.7 | 15.6 |
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Our WAINUA joint development revenue in 2024 and 2023 includes a $30 million milestone payment from AstraZeneca that we earned when the
MHRA approved WAINUA for ATTRv-PN in the UK as WAINZUA and a $50 million milestone payment from AstraZeneca that we earned when the FDA approved WAINUA for ATTRv-PN in the U.S., respectively.
Operating Expenses
The following table sets forth information on operating expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| Operating expenses, excluding non-cash compensation expense related to equity awards | $ | 1,050.0 | $ | 1,035.7 | |||
| Non-cash compensation expense related to equity awards | 130.2 | 105.7 | |||||
| Total operating expenses | $ | 1,180.2 | $ | 1,141.4 |
Operating expenses, excluding non-cash compensation expense related to equity awards, increased slightly in 2024 compared to 2023.
SG&A expenses increased year over year primarily due to the launches of WAINUA and TRYNGOLZA, including establishing the TRYNGOLZA field team in the second quarter of 2024, and advancing launch preparation activities for donidalorsen. R&D
expenses were essentially flat year over year as several late-stage studies ended.
Non-cash compensation expense related to equity awards increased in 2024 compared to 2023 due to increased headcount and a higher stock
price on the grant date of annual equity awards in 2024 compared to 2023. We believe non-cash compensation expense related to equity awards is not indicative of our operating results or cash flows from our operations.
Cost of Sales
Our cost of sales is comprised of costs related to our commercial revenue, which consisted of manufacturing costs, including certain fixed
costs, transportation and freight, indirect overhead costs primarily associated with the manufacturing and distribution of TRYNGOLZA, TEGSEDI and WAYLIVRA and certain associated period costs.
The following table sets forth information on cost of sales (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| Cost of sales, excluding non-cash compensation expense related to equity awards | $ | 10.4 | $ | 8.7 | |||
| Non-cash compensation expense related to equity awards | 0.8 | 0.4 | |||||
| Total cost of sales | $ | 11.2 | $ | 9.1 |
Research, Development and Patent Expenses
Our research, development and patent expenses consist of expenses for drug discovery, drug development, medical affairs, manufacturing and
development chemistry and R&D support expenses.
The following table sets forth information on research, development and patent expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| Research, development and patent expenses, excluding non-cash compensation expense related to equity awards | $ | 809.1 | $ | 821.7 | |||
| Non-cash compensation expense related to equity awards | 92.4 | 77.9 | |||||
| Total research, development and patent expenses | $ | 901.5 | $ | 899.6 |
Drug Discovery
We use our proprietary technologies to generate information about the function of genes and to determine the value of genes as drug
discovery targets. We use this information to direct our own drug discovery research, and that of our partners. Drug discovery is also the function that is responsible for advancing our core technology. This function is also responsible for making
investments in complementary technologies to expand the reach of our technologies.
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The following table sets forth information on drug discovery expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| Drug discovery expenses, excluding non-cash compensation expense related to equity awards | $ | 114.4 | $ | 125.6 | |||
| Non-cash compensation expense related to equity awards | 18.4 | 16.2 | |||||
| Total drug discovery expenses | $ | 132.8 | $ | 141.8 |
Drug discovery expenses, excluding non-cash compensation expense related to equity awards, decreased in 2024 compared to 2023. In 2023, we
recognized $15 million in R&D expense for licensing Vect-Horus’ platform technology.
Drug Development
The following table sets forth drug development expenses, including expenses for our marketed medicines and those in Phase 3 development
for which we have incurred significant costs (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| WAINUA | $ | 103.7 | $ | 115.5 | |||
| TEGSEDI and WAYLIVRA | 11.2 | 8.1 | |||||
| Olezarsen | 147.4 | 138.3 | |||||
| Donidalorsen | 16.6 | 24.9 | |||||
| Zilganersen | 7.6 | 8.4 | |||||
| Ulefnersen | 15.0 | 10.8 | |||||
| Other development projects | 89.9 | 101.0 | |||||
| Development overhead expenses | 135.9 | 123.3 | |||||
| Total drug development, excluding non-cash compensation expense related to equity awards | 527.3 | 530.3 | |||||
| Non-cash compensation expense related to equity awards | 41.2 | 34.5 | |||||
| Total drug development expenses | $ | 568.5 | $ | 564.8 |
Our development expenses, excluding non-cash compensation expense related to equity awards, were essentially flat in 2024 compared to
2023. We expect our development expenses will continue to be stable as several late-stage studies end and we reallocate resources toward earlier stage programs.
We may conduct multiple clinical trials on a drug candidate, including multiple clinical trials for the various indications we may be
studying. Furthermore, as we obtain results from trials, we may elect to discontinue clinical trials for certain drug candidates in certain indications in order to focus our resources on more promising drug candidates or indications. Our Phase 1 and
Phase 2 programs are clinical research programs that fuel our Phase 3 pipeline. When our medicines are in Phase 1 or Phase 2 clinical trials, they are in a dynamic state in which we may adjust the development strategy for each medicine. Although we may
characterize a medicine as “in Phase 1” or “in Phase 2,” it does not mean that we are conducting a single, well-defined study with dedicated resources. Instead, we allocate our internal resources on a shared basis across numerous medicines based on
each medicine’s particular needs at that time. This means we are constantly shifting resources among medicines. Therefore, what we spend on each medicine during a particular period is usually a function of what is required to keep the medicines
progressing in clinical development, not what medicines we think are most important. For example, the number of people required to start a new study is large, the number of people required to keep a study going is modest and the number of people
required to finish a study is large. However, such fluctuations are not indicative of a shift in our emphasis from one medicine to another and cannot be used to accurately predict future costs for each medicine. Because we always have numerous
medicines in preclinical and varying stages of clinical research, the fluctuations in expenses from medicine to medicine, in large part, offset one another. If we partner a medicine, it may affect the size of a trial, its timing, its total cost and the
timing of the related costs.
Medical Affairs
Our medical affairs function is responsible for funding and coordinating investigator-sponsored trials, communicating scientific and
clinical information to healthcare providers, medical professionals and patients, and managing publications.
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The following table sets forth information on medical affairs expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| Medical affairs expenses, excluding non-cash compensation expense related to equity awards | $ | 27.2 | $ | 19.5 | |||
| Non-cash compensation expense related to equity awards | 4.7 | 3.4 | |||||
| Total medical affairs expenses | $ | 31.9 | $ | 22.9 |
Medical affairs expenses, excluding non-cash compensation
expense related to equity awards, increased in 2024 compared to 2023 as we continued advancing our late-stage pipeline.
Manufacturing and Development Chemistry
Expenditures in our manufacturing and development chemistry function consist primarily of personnel costs, specialized chemicals for
oligonucleotide manufacturing, validation batches to support regulatory approvals, laboratory supplies and outside services. Our manufacturing and development chemistry function is responsible for providing drug supplies to drug development and our
collaboration partners. Our manufacturing procedures include testing to satisfy good laboratory and good manufacturing practice requirements.
The following table sets forth information on manufacturing and development chemistry expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| Manufacturing and development chemistry expenses, excluding non-cash compensation expense related to equity awards | $ | 57.7 | $ | 65.3 | |||
| Non-cash compensation expense related to equity awards | 9.4 | 8.8 | |||||
| Total manufacturing and development chemistry expenses | $ | 67.1 | $ | 74.1 |
Manufacturing and development chemistry expenses, excluding
non-cash compensation expense related to equity awards, decreased in 2024 compared to 2023 due to the timing of manufacturing performed by our contract manufacturing organizations for drug product related to several late-stage programs. Refer to the
section titled, Manufacturing, in Part I, Item 1, Business, for further details on the activities and types of costs we incur
in our manufacturing process.
R&D Support
In our research, development and patent expenses, we include support costs such as rent, repair and maintenance for buildings and
equipment, utilities, depreciation of laboratory equipment and facilities, amortization of our intellectual property, information technology costs, procurement costs and waste disposal costs. We call these costs R&D support expenses.
The following table sets forth information on R&D support expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| Personnel costs | $ | 31.4 | $ | 27.2 | |||
| Occupancy | 28.5 | 28.7 | |||||
| Consulting | 0.4 | 4.8 | |||||
| Patent expenses | 5.3 | 4.3 | |||||
| Insurance | 3.3 | 3.6 | |||||
| Computer software and licenses | 8.4 | 2.7 | |||||
| Other | 5.3 | 9.7 | |||||
| Total R&D support expenses, excluding non-cash compensation expense related to equity awards | 82.6 | 81.0 | |||||
| Non-cash compensation expense related to equity awards | 18.6 | 15.0 | |||||
| Total R&D support expenses | $ | 101.2 | $ | 96.0 |
R&D support expenses, excluding non-cash compensation expense related to equity awards, were essentially flat in 2024 compared to
2023.
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Selling, General and Administrative Expenses
SG&A expenses include personnel and outside costs associated with the pre-commercialization and commercialization activities for our
medicines and costs to support our company, our employees and our stockholders including, legal, human resources, investor relations and finance. Additionally, we include in SG&A expenses such costs as rent, repair and maintenance of buildings and
equipment, depreciation and utilities costs that we need to support the corporate functions listed above. We also include fees we owe under our in-licensing agreements related to SPINRAZA and QALSODY.
The following table sets forth information on SG&A expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| Selling, general and administrative expenses, excluding non-cash compensation expense related to equity awards | $ | 230.5 | $ | 205.1 | |||
| Non-cash compensation expense related to equity awards | 37.0 | 27.5 | |||||
| Total selling, general and administrative expenses | $ | 267.5 | $ | 232.6 |
SG&A expenses, excluding non-cash compensation expense related to equity awards, increased in 2024 compared to 2023 due to the
launches of WAINUA and TRYNGOLZA, including establishing the TRYNGOLZA field team in the second quarter of 2024, and advancing launch preparation activities for donidalorsen.
We expect SG&A expenses to increase as we continue to invest in our independent commercial launches.
Investment Income
Investment income for 2024
was $107.0 million compared to $89.0
million for 2023. The increase in investment income was primarily due to an increase in interest rates associated with our investments during
a majority of 2024 compared to 2023. In addition, our cash available for investing increased due to the $489.1 million net proceeds we received from our public common stock offering in September 2024. Refer to Part IV, Item 15, Note 8, Stockholders’ Equity, in the Notes to the Consolidated Financial Statements for further details on the public offering.
Interest Expense
The following table sets forth information on interest expense (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| Convertible senior notes: | |||||||
| Non-cash amortization of debt issuance costs | $ | 6.1 | $ | 5.9 | |||
| Interest expense payable in cash | 10.5 | 6.4 | |||||
| Interest on mortgage for primary R&D and manufacturing facilities | 0.4 | 0.4 | |||||
| Total interest expense | $ | 17.0 | $ | 12.7 |
Interest expense for 2024 was $17.0 million compared to $12.7 million for 2023. In June 2023, we completed a $575.0 million offering of our 1.75% Notes and repurchased $504.4 million in principal of our 0.125% Notes.
As a result, beginning in the second quarter of 2023, our interest expense related to our convertible notes included interest expense incurred for our 1.75% Notes. Interest expense in 2024 included a full year of interest expense related to our 1.75%
Notes.
Interest Expense Related to Sale of Future Royalties
We recorded $73.5 million and $68.8 million of interest expense related to the sale of future royalties in 2024 and 2023, respectively. These amounts are related to the Royalty
Pharma Investments, or Royalty Pharma, transaction, in which we sold a minority interest in our future SPINRAZA and pelacarsen royalties to Royalty Pharma for a $500 million upfront payment and $625 million of potential future payments. Refer to Part
IV, Item 15, Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated Financial Statements for further details.
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Loss on Investments
We recorded a $2.9 million and
$1.9 million loss on investments for 2024 and 2023, respectively. The period-over-period fluctuation in our loss on investments was primarily
driven by changes in the fair value of our investments in privately held and publicly traded biotechnology companies.
Other Income (Expense)
In 2023, we completed a $575.0 million offering of our 1.75%
Notes and used $488.2 million of the net proceeds to repurchase $504.4 million in principal of our 0.125% Notes. As a result of these repurchases, we recorded a $13.4 million gain on early retirement of debt in 2023, which reflects the difference
between the amounts we paid to repurchase portions of our 0.125% Notes and the net carrying balance of the liability at the time that we repurchased the debt. Refer to Part IV, Item 15, Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated Financial Statements for further
details regarding our convertible debt.
Income Tax Expense (Benefit)
We recorded an income tax benefit of $6.2 million for 2024 compared to an income tax expense of $32.3 million for 2023.
The income tax benefit during 2024 primarily related to adjustments to prior year tax return positions for the royalty purchase agreement
with Royalty Pharma and deductions related to foreign SPINRAZA royalties.
The decrease in income tax expense for 2024 compared to 2023 primarily related to the impact of the Royalty Pharma transaction in 2023. We
reflected the Royalty Pharma transaction as a taxable sale, which required us to include the proceeds from the sale, net of currently deductible issuance costs, as taxable income in 2023.
We continue to maintain a full valuation allowance on all our net deferred tax assets.
Net Loss and Net Loss per Share
We generated a net loss of $453.9
million for 2024 compared to $366.3
million for 2023. Our net loss increased for 2024
compared to 2023 primarily due to factors discussed in the sections above. Basic and diluted net loss per share for 2024 were $3.04 compared to $2.56 for 2023. Our net loss per share increased for 2024 compared to 2023 primarily due to factors discussed in the sections above.
Liquidity and Capital Resources
We have financed our operations primarily from research and
development collaborative agreements. We also financed our operations from commercial revenue from SPINRAZA royalties and TEGSEDI and WAYLIVRA commercial revenue. In addition, we began receiving commercial revenue from WAINUA royalties in
2024. From our inception through December 31, 2024, we
have earned approximately $7.9 billion in revenue. We have also
financed our operations through the sale of our equity securities, the issuance of long-term debt, the sale leaseback of facilities and the sale of future royalties. From the time we were founded through December 31, 2024, we have raised net proceeds of approximately $2.6 billion from the sale of our equity securities, which includes our sale
of 11.5 million shares of common stock for net proceeds of $489 million in September 2024. Additionally, from our inception through December 31, 2024, we have borrowed approximately $2.7 billion under long-term debt arrangements and received proceeds of approximately $0.5 billion from the sale of future royalties to finance a portion of our operations.
Our working capital increased from 2023 to 2024 primarily due to a decrease in current liabilities as a result of lower deferred contract
revenue as of December 31, 2024 compared to December 31, 2023. During the same period, our long-term obligations did not change significantly.
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The following table summarizes our contractual obligations, excluding our liability related to the sale of future royalties, as of December 31, 2024. The table provides a breakdown of when obligations become due. We provide a more detailed description of the major components of our
debt in Part IV, Item 15, Note 7, Long-Term Obligations and
Commitments, in the Notes to the Consolidated Financial Statements.
| Contractual Obligations | Payments Due by Period (in millions) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (selected balances described below) | Total | Less than 1 year | More than 1 year | ||||||||
| 1.75% Notes (principal and interest payable) | $ | 610.3 | $ | 10.1 | $ | 600.2 | |||||
| 0% Notes (principal payable) | 632.5 | — | 632.5 | ||||||||
| Operating leases | 260.3 | 20.9 | 239.4 | ||||||||
| Building mortgage payments (principal and interest payable) | 9.6 | 0.5 | 9.1 | ||||||||
| Other obligations (principal and interest payable) | 0.7 | 0.1 | 0.6 | ||||||||
| Total | $ | 1,513.4 | $ | 31.6 | $ | 1,481.8 |
Our contractual obligations consist primarily of our convertible debt. In addition, we also have a facility mortgage, facility leases,
equipment financing arrangements and other obligations. We believe our cash, cash equivalents and short-term investments, as well as plans for cash in the future, will be sufficient to fund our planned operations and these obligations. We have not
entered into, nor do we currently have, any off-balance sheet arrangements (as defined under SEC rules).
Convertible Debt and Call Spread
Refer to our Convertible Debt and Call Spread accounting
policies in Part IV, Item 15, Note 1, Organization and Significant Accounting Policies, and Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated Financial Statements for the significant terms of each convertible debt instrument.
Operating Facilities
Refer to Part IV, Item 15, Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated
Financial Statements for further details on our operating facilities.
Operating Leases
Refer to Part IV, Item 15, Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated
Financial Statements for further details on our operating leases.
Royalty Revenue Monetization
In 2023, we entered into a royalty purchase agreement with Royalty Pharma to monetize a portion of our future SPINRAZA and pelacarsen
royalties we are entitled to under our agreements with Biogen and Novartis, respectively. Refer to Part IV, Item 15, Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated Financial Statements
for further details on this agreement.
Other Obligations
In addition to contractual obligations, we had outstanding purchase orders as of December 31, 2024 for the purchase of services, capital equipment and materials as part of our normal course of business.
We may enter into additional collaborations with partners which could provide for additional revenue to us and we may incur additional
cash expenditures related to our obligations under any of the new agreements we may enter into. We currently intend to use our cash, cash equivalents and short-term investments to finance our activities. However, we may also pursue other financing
alternatives, like issuing additional shares of our common stock, issuing debt instruments, refinancing our existing debt, securing lines of credit or executing royalty monetization agreements. Whether we use our existing capital resources or choose to
obtain financing will depend on various factors, including the future success of our business, the prevailing interest rate environment and the condition of financial markets generally.
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Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the U.S. As such, we make
certain estimates, judgments and assumptions that we believe are reasonable, based upon the information available to us. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact our
quarterly or annual results of operations and financial condition. Each quarter, our senior management reviews the development, selection and disclosure of such estimates with the audit committee of our board of directors. In the following paragraphs,
we describe the specific risks associated with these critical accounting estimates and we caution that future events rarely develop exactly as one may expect, and that best estimates may require adjustment. Our significant accounting policies are
outlined in Part IV, Item 15, Note 1, Organization and Significant
Accounting Policies, in the Notes to the Consolidated Financial Statements.
The following are our significant accounting estimates, which we believe are the most critical to aid in fully understanding and
evaluating our reported financial results:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Assessing the propriety of revenue recognition and associated deferred revenue; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Determining the appropriate cost estimates for unbilled preclinical studies and clinical development activities; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Assessing the appropriate estimate of anticipated future royalty payments under our royalty purchase agreement |
The following are descriptions of our critical accounting estimates.
Revenue Recognition
We earn revenue from several sources. The judgements and estimates we make vary between each source of our revenue. At contract inception,
we analyze our collaboration arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the
commercial success of such activities and therefore within the scope of Accounting Standards Codification, or ASC, Topic 808, Collaborative Arrangements,
or ASC 808. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, we first determine which elements of the collaboration reflect a vendor-customer relationship and are therefore within the scope of ASC 606, Revenue from Contracts with Customers. When we determine elements of a collaboration do not reflect a vendor-customer relationship, we consistently
apply the reasonable and rational policy election we made by analogizing to authoritative accounting literature.
The following is a summary of the critical accounting estimates we make with respect to our revenue.
Research and development revenue under collaborative agreements
We recognize R&D revenue from numerous collaboration agreements. Our collaboration agreements typically contain multiple elements, or
performance obligations, including technology licenses or options to obtain technology licenses, R&D services, and manufacturing services. Upon entering into a collaboration agreement, we are required to make the following judgements:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Identifying the performance obligations contained in the agreement |
Our assessment of what constitutes a separate performance
obligation requires us to apply judgement. Specifically, we have to identify which goods and services we are required to provide under the contract are distinct.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Determining the transaction price, including any variable consideration |
To determine the transaction price, we review the amount of consideration we are eligible to earn under the agreement. We do not typically
include any payments we may receive in the future in our initial transaction price since the payments are typically not probable because they are contingent upon certain future events. We reassess the total transaction price at each reporting period to
determine if we should include additional payments in the transaction price that have become probable.
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Allocating the transaction price to each of our performance obligations |
When we allocate the transaction price to more than one performance obligation, we make estimates of the relative stand-alone selling
price of each performance obligation because we do not typically sell our goods or services on a stand-alone basis. The estimate of the relative stand-alone selling price requires us in some cases to make significant judgements. For example, when we
deliver a license at the start of an agreement, we use valuation methodologies, such as the relief from royalty method, to value the license. Under this method we are required to make estimates including future sales, royalties on future product sales,
contractual milestones, expenses, income taxes and discount rates. Additionally, when we estimate the selling price for R&D services, we make estimates, including: the number of internal hours we will spend on the services, the cost of work we and
third parties will perform and the cost of clinical trial material we will use.
The R&D revenue we recognize each period is comprised of several types of revenue, including amortization from upfront payments,
milestone payments, license fees and other services that we recognize immediately or amortize over the period in which we satisfy our performance obligation. Each of these types of revenue require us to make various judgements and estimates.
R&D Services with Upfront Payments
We recognize revenue from the amortization of upfront payments as we perform R&D services. We use an input method to estimate the
amount of revenue to recognize each period. This method requires us to make estimates of the total costs we expect to incur to complete our R&D services performance obligation or the total amount of effort it will take us to complete our R&D
services performance obligation. If we change our estimates, we may have to adjust our revenue.
Milestone Payments
When recognizing revenue related to milestone payments, we typically make the following judgements and estimates:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Whether a milestone payment is probable (discussed in detail above under “Determining the transaction price, including any variable consideration”); and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | If we are performing services, we recognize revenue over our estimated period of performance in a similar manner to the amortization of upfront payments (discussed above under “R&D Services with Upfront Payments”). |
License Fees
When we grant a license for a medicine in clinical
development, we generally recognize as R&D revenue the total amount we determine to be the relative stand-alone selling price of a license when we deliver the license to our partner. Refer to Part IV, Item 15, Note 1, Organization and Significant Accounting Policies, in the Notes to the Consolidated Financial Statements for our revenue recognition policy. We discuss
the estimates we make related to the relative stand-alone selling price of a license in detail above under “Allocating the transaction price to each of our performance obligations.”
Estimated Liability for Clinical Development Costs
We have numerous medicines in preclinical studies and/or clinical trials at clinical sites throughout the world. On at least a quarterly
basis, we estimate our liability for preclinical and clinical development costs we have incurred and services that we have received but for which we have not yet been billed and maintain an accrual to cover these costs. These costs primarily relate to
third-party clinical management costs, laboratory and analysis costs, toxicology studies and investigator grants. We estimate our liability using assumptions about study and patient activities and the related expected expenses for those activities
determined based on the contracted fees with our service providers. The assumptions we use represent our best estimates of the activity and expenses at the time of our accrual and involve inherent uncertainties and the application of our judgment. Upon
settlement, these costs may differ materially from the amounts accrued in our consolidated financial statements. Our historical accrual estimates have not been materially different from our actual amounts.
As of December 31, 2024, a
hypothetical 10 percent increase in our liability for preclinical and clinical development costs would have resulted in an increase in our loss before income tax benefit and accrued liabilities of approximately $7.7 million.
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Liability Related to Sale of Future Royalties
In 2023, we entered into a royalty purchase agreement with Royalty Pharma to monetize a portion of our future SPINRAZA and pelacarsen
royalties we are entitled to under our agreements with Biogen and Novartis, respectively. Under our agreement with Royalty Pharma, we calculate the liability related to the sale of future royalties, effective interest rate and the related interest
expense using our current estimate of anticipated future royalty payments under the arrangement, which we periodically reassess based on internal projections and information from our partners who are responsible for commercializing the medicines. The
amount that Royalty Pharma will receive under the agreement is based on sales of SPINRAZA, our currently commercialized medicine, and pelacarsen, a product candidate that is not currently commercialized. As such, the repayment amounts that we estimate
related to projections of future pelacarsen revenues contain more subjective estimation which we believe could lead to larger changes in estimates in the future. If there is a material change in our estimate, we will prospectively adjust the effective
interest rate and the related interest expense.
There are numerous factors, most of which are not within our control, that could materially impact the amount and timing of future royalty
payments, particularly those from Novartis for pelacarsen, and could result in changes to our estimate of future royalty payments to Royalty Pharma. Such factors include, but are not limited to, the regulatory approval and commercial sales of
pelacarsen, competing products or other significant events. These factors and other events or circumstances could result in reduced royalty payments from sales of pelacarsen, which would result in a reduction of our non-cash royalty revenue and
non-cash interest expense over the life of the agreement. Conversely, if sales of pelacarsen are more than amounts we estimated, the non-cash royalty revenue and non-cash interest expense we record would be greater over the life of the arrangement.
FY 2023 10-K MD&A
SEC filing source: 0000874015-24-000116.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This financial review presents our operating results for each of the two years in the period ended December 31, 2023, and our financial condition as of December 31, 2023.
Refer to our 2022 Form 10-K for our results of operations for 2022 compared to 2021. Except for the historical information contained herein, the
following discussion contains forward-looking statements that are subject to known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking
statements. We discuss such risks, uncertainties and other factors throughout this report and specifically under Item 1A of Part I of this report, Risk
Factors. In addition, the following review should be read in conjunction with the information presented in our consolidated financial statements and the related notes to our consolidated financial statements included in Item 8 of Part II of
this report.
Overview
As noted in our Business Overview in Part I of this report, for three decades, we have invented medicines that we believe bring better futures to people with serious diseases. Today, as a pioneer in RNA-targeted medicines, we continue to drive innovation in RNA therapies. We currently have five
marketed medicines: SPINRAZA, QALSODY, WAINUA, TEGSEDI and WAYLIVRA. We also have a rich innovative late- and mid-stage pipeline in neurology, cardiology and other areas of
high patient need. We currently have nine medicines in Phase 3 development and multiple additional medicines in early and mid-stage development. Refer to Part I, Item 1, Business, for further details on our business and key developments in our medicines.
Results of Operations
Below we have included our results of operations for 2023 compared to 2022. Refer to our 2022 Form 10-K for our results of operations for 2022 compared to 2021. The following table provides selected summary information from our consolidated statements of operations for 2023 and 2022 (in millions):
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||
| Total revenue | $ | 787.6 | $ | 587.4 | ||||
| Total operating expenses | $ | 1,141.4 | $ | 997.6 | ||||
| Loss from operations | $ | (353.7 | ) | $ | (410.2 | ) | ||
| Net loss | $ | (366.3 | ) | $ | (269.7 | ) | ||
| Cash, cash equivalents and short-term investments | $ | 2,331.2 | $ | 1,986.9 |
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Revenue
Total revenue for 2023 was $787.6 million compared to $587.4 million in 2022 and was comprised of the following (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||
| Revenue: | |||||||
| Commercial revenue: | |||||||
| SPINRAZA royalties | $ | 240.4 | $ | 242.3 | |||
| Other commercial revenue: | |||||||
| TEGSEDI and WAYLIVRA revenue, net | 34.9 | 30.1 | |||||
| Licensing and other royalty revenue | 33.3 | 31.0 | |||||
| Total other commercial revenue | 68.2 | 61.1 | |||||
| Total commercial revenue | 308.6 | 303.4 | |||||
| R&D revenue: | |||||||
| Amortization from upfront payments | 125.3 | 68.6 | |||||
| Milestone payments | 100.5 | 74.0 | |||||
| License fees | 116.8 | 37.0 | |||||
| Other services | 10.0 | 27.6 | |||||
| Collaborative agreement revenue | 352.6 | 207.2 | |||||
| WAINUA joint development revenue | 126.4 | 76.8 | |||||
| Total R&D revenue | 479.0 | 284.0 | |||||
| Total revenue | $ | 787.6 | $ | 587.4 |
Commercial revenues in 2023 were relatively consistent compared to 2022. Commercial revenue for 2023 included $240 million from SPINRAZA
royalties, which were relatively consistent compared to 2022. Our commercial revenue in 2023 also included royalties from QALSODY U.S. product sales.
Our R&D revenue increased in 2023 compared to 2022 primarily due to continued success with our pipeline and technology. As a result,
we earned significant partner payments, including $50 million from AstraZeneca for the FDA approval of WAINUA for ATTRv-PN in the U.S., $36 million from AstraZeneca for licensing ION826 and payments from our new collaborations with Otsuka, Roche and
Novartis.
WAINUA (Eplontersen) Collaboration with AstraZeneca
Our financial results for the years ended December 31, 2023 and 2022 reflected the cost-sharing provisions related to our collaboration with AstraZeneca to develop and
commercialize WAINUA for the treatment of ATTR. Under the terms of the collaboration agreement, AstraZeneca is currently paying 55 percent of the costs associated with the ongoing global Phase 3 development program. Because we are leading and
conducting the Phase 3 development program, we are recognizing as R&D revenue the 55 percent of cost-share funding AstraZeneca is responsible for, net of our share of AstraZeneca’s development expenses, in the same period we incur the related
development expenses.
As AstraZeneca is responsible for the majority of the medical affairs and commercial costs in the U.S. and all costs associated with
bringing WAINUA to market outside the U.S., we are recognizing cost-share funding we receive from AstraZeneca related to these activities as a reduction of our medical affairs and commercialization expenses, which we classify as R&D and selling,
general and administrative, or SG&A, expenses, respectively. We expect our medical affairs and commercialization expenses to increase as WAINUA advances toward the market under our collaboration with AstraZeneca.
The following table sets forth information on revenue and expenses under this collaboration (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||
| WAINUA joint development revenue | $ | 126.4 | $ | 76.8 | |||
| Research and development expenses related to Phase 3 development expenses for WAINUA | 150.8 | 147.1 | |||||
| Medical affairs expenses for WAINUA | 4.1 | 2.0 | |||||
| Commercialization expenses for WAINUA | 15.6 | 2.6 |
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Our WAINUA joint development revenue in 2023 includes a $50 million milestone payment from AstraZeneca that we earned when the FDA
approved WAINUA for ATTRv-PN in the U.S.
Operating Expenses
The following table sets forth information on operating expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||
| Operating expenses, excluding non-cash compensation expense related to equity awards | $ | 1,035.7 | $ | 897.3 | |||
| Non-cash compensation expense related to equity awards | 105.7 | 100.3 | |||||
| Total operating expenses | $ | 1,141.4 | $ | 997.6 |
Our operating expenses, excluding non-cash compensation expense related to equity awards, increased in 2023 compared to 2022, primarily
due to certain one-time costs, including a non-cash charge associated with a lease exit and the license fee we paid to Vect-Horus. Our R&D expenses increased as we advanced our pipeline, which included an increase in the costs associated with our
clinical studies as most of our Phase 3 studies were either fully enrolled or approaching full enrollment at the end of 2023. Our SG&A expenses increased due to expenses related to our launch preparation activities for WAINUA, olezarsen and
donidalorsen.
To analyze and compare our results of operations to other similar companies, we believe it is important to exclude non-cash compensation
expense related to equity awards from our operating expenses. We believe non-cash compensation expense related to equity awards is not indicative of our operating results or cash flows from our operations. Further, we internally evaluate the
performance of our operations excluding it.
Cost of Sales
Our cost of sales is comprised of costs related to our commercial revenue, which consisted of manufacturing costs, including certain fixed
costs, transportation and freight, indirect overhead costs associated with the manufacturing and distribution of TEGSEDI and WAYLIVRA and certain associated period costs.
The following table sets forth information on cost of sales (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||
| Cost of sales, excluding non-cash compensation expense related to equity awards | $ | 8.7 | $ | 13.4 | |||
| Non-cash compensation expense related to equity awards | 0.4 | 0.7 | |||||
| Total cost of sales | $ | 9.1 | $ | 14.1 |
Research, Development and Patent Expenses
Our research, development and patent expenses consist of expenses for drug discovery, drug development, medical affairs, manufacturing and
development chemistry and R&D support expenses.
The following table sets forth information on research, development and patent expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||
| Research, development and patent expenses, excluding non-cash compensation expense related to equity awards | $ | 821.7 | $ | 759.4 | |||
| Non-cash compensation expense related to equity awards | 77.9 | 73.7 | |||||
| Total research, development and patent expenses | $ | 899.6 | $ | 833.1 |
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Drug Discovery
We use our proprietary technologies to generate information about the function of genes and to determine the value of genes as drug
discovery targets. We use this information to direct our own drug discovery research, and that of our partners. Drug discovery is also the function that is responsible for advancing our core technology. This function is also responsible for making
investments in complementary technologies to expand the reach of our technologies.
The following table sets forth information on drug discovery expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||
| Drug discovery expenses, excluding non-cash compensation expense related to equity awards | $ | 125.6 | $ | 181.3 | |||
| Non-cash compensation expense related to equity awards | 16.2 | 16.2 | |||||
| Total drug discovery expenses | $ | 141.8 | $ | 197.5 |
Drug discovery expenses, excluding non-cash compensation expense related to equity awards, decreased in 2023 compared to 2022. In 2022, we
recognized $80 million for licensing Metagenomi’s gene editing technologies.
Drug Development
The following table sets forth drug development expenses, including expenses for our marketed medicines and those in Phase 3 development
for which we have incurred significant costs (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||
| WAINUA | $ | 115.5 | $ | 103.9 | |||
| TEGSEDI and WAYLIVRA | 8.1 | 10.6 | |||||
| Olezarsen | 138.3 | 68.1 | |||||
| Donidalorsen | 24.9 | 14.1 | |||||
| Zilganersen | 8.4 | 5.6 | |||||
| Ulefnersen | 10.8 | 8.4 | |||||
| Other development projects | 101.0 | 123.5 | |||||
| Development overhead expenses | 123.3 | 92.0 | |||||
| Total drug development, excluding non-cash compensation expense related to equity awards | 530.3 | 426.2 | |||||
| Non-cash compensation expense related to equity awards | 34.5 | 31.5 | |||||
| Total drug development expenses | $ | 564.8 | $ | 457.7 |
Our development expenses, excluding non-cash compensation expense related to equity awards, increased in 2023 compared to 2022 primarily
due to our advancing late-stage pipeline and full or nearly full enrollment of many of our Phase 3 studies.
We may conduct multiple clinical trials on a drug candidate, including multiple clinical trials for the various indications we may be
studying. Furthermore, as we obtain results from trials, we may elect to discontinue clinical trials for certain drug candidates in certain indications in order to focus our resources on more promising drug candidates or indications. Our Phase 1 and
Phase 2 programs are clinical research programs that fuel our Phase 3 pipeline. When our medicines are in Phase 1 or Phase 2 clinical trials, they are in a dynamic state in which we may adjust the development strategy for each medicine. Although we may
characterize a medicine as “in Phase 1” or “in Phase 2,” it does not mean that we are conducting a single, well-defined study with dedicated resources. Instead, we allocate our internal resources on a shared basis across numerous medicines based on
each medicine’s particular needs at that time. This means we are constantly shifting resources among medicines. Therefore, what we spend on each medicine during a particular period is usually a function of what is required to keep the medicines
progressing in clinical development, not what medicines we think are most important. For example, the number of people required to start a new study is large, the number of people required to keep a study going is modest and the number of people
required to finish a study is large. However, such fluctuations are not indicative of a shift in our emphasis from one medicine to another and cannot be used to accurately predict future costs for each medicine. Because we always have numerous
medicines in preclinical and varying stages of clinical research, the fluctuations in expenses from medicine to medicine, in large part, offset one another. If we partner a medicine, it may affect the size of a trial, its timing, its total cost and the
timing of the related costs.
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Medical Affairs
Our medical affairs function is responsible for funding and coordinating investigator-sponsored trials, communicating scientific and
clinical information to healthcare providers, medical professionals and patients, and managing publications.
The following table sets forth information on medical affairs expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||
| Medical affairs expenses, excluding non-cash compensation expense related to equity awards | $ | 19.5 | $ | 15.9 | |||
| Non-cash compensation expense related to equity awards | 3.4 | 2.0 | |||||
| Total medical affairs expenses | $ | 22.9 | $ | 17.9 |
Medical affairs expenses, excluding non-cash compensation
expense related to equity awards, increased in 2023 compared to 2022 as we continued advancing our late-stage pipeline.
Manufacturing and Development Chemistry
Expenditures in our manufacturing and development chemistry function consist primarily of personnel costs, specialized chemicals for
oligonucleotide manufacturing, validation batches to support regulatory approvals, laboratory supplies and outside services. Our manufacturing and development chemistry function is responsible for providing drug supplies to drug development and our
collaboration partners. Our manufacturing procedures include testing to satisfy good laboratory and good manufacturing practice requirements.
The following table sets forth information on manufacturing and development chemistry expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||
| Manufacturing and development chemistry expenses, excluding non-cash compensation expense related to equity awards | $ | 65.3 | $ | 76.2 | |||
| Non-cash compensation expense related to equity awards | 8.8 | 9.9 | |||||
| Total manufacturing and development chemistry expenses | $ | 74.1 | $ | 86.1 |
Manufacturing and development chemistry expenses, excluding
non-cash compensation expense related to equity awards, decreased in 2023 compared to 2022. In 2022, we manufactured higher quantities of API to support launch preparation activities for WAINUA, olezarsen and donidalorsen. Refer to the section
titled, Manufacturing, in Part I, Item 1, Business, for further details on the activities and types of costs we incur
in our manufacturing process.
R&D Support
In our research, development and patent expenses, we include support costs such as rent, repair and maintenance for buildings and
equipment, utilities, depreciation of laboratory equipment and facilities, amortization of our intellectual property, information technology costs, procurement costs and waste disposal costs. We call these costs R&D support expenses.
The following table sets forth information on R&D support expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||
| Personnel costs | $ | 27.2 | $ | 21.2 | |||
| Occupancy | 28.7 | 19.2 | |||||
| Consulting | 4.8 | 0.8 | |||||
| Patent expenses | 4.3 | 4.7 | |||||
| Insurance | 3.6 | 3.8 | |||||
| Computer software and licenses | 2.7 | 1.9 | |||||
| Other | 9.7 | 8.2 | |||||
| Total R&D support expenses, excluding non-cash compensation expense related to equity awards | 81.0 | 59.8 | |||||
| Non-cash compensation expense related to equity awards | 15.0 | 14.1 | |||||
| Total R&D support expenses | $ | 96.0 | $ | 73.9 |
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R&D support expenses, excluding non-cash compensation expense related to equity awards, increased in 2023 compared to 2022. The
increase was primarily related to increased occupancy, personnel and consulting costs to support advancing our pipeline and our technology. In October 2022, we executed a sale and leaseback transaction for our headquarters in Carlsbad, California. As a
result, beginning in the fourth quarter of 2022, our occupancy costs increased because we began incurring rent expense for these facilities.
Selling, General and Administrative Expenses
SG&A expenses include personnel and outside costs associated with the pre-commercialization and commercialization activities for our
medicines and costs to support our company, our employees and our stockholders including, legal, human resources, investor relations and finance. Additionally, we include in SG&A expenses such costs as rent, repair and maintenance of buildings and
equipment, depreciation and utilities costs that we need to support the corporate functions listed above. We also include fees we owe under our in-licensing agreements related to SPINRAZA and QALSODY.
The following table sets forth information on SG&A expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||
| Selling, general and administrative expenses, excluding non-cash compensation expense related to equity awards | $ | 205.1 | $ | 124.4 | |||
| Non-cash compensation expense related to equity awards | 27.5 | 25.9 | |||||
| Total selling, general and administrative expenses | $ | 232.6 | $ | 150.3 |
SG&A expenses, excluding non-cash compensation expense related to equity awards, increased in 2023 compared to 2022 primarily due to
increased expenses related to our go-to-market activities for WAINUA, olezarsen and donidalorsen. In addition, we recorded a one-time expense of $20 million when we terminated a build-to-suit lease agreement in August 2023. Refer to Part IV, Item 15,
Note 7, Long-Term Obligations and Commitments, in the Notes to the
Consolidated Financial Statements for further details on the lease termination.
Investment Income
Investment income for 2023
was $89.0 million compared to $25.3
million for 2022. The increase in investment income was primarily due to an increase in interest rates associated with our investments in debt
securities and an increase in our cash available for investment during 2023 compared to 2022. Our cash balance increased due to the $500.0 million upfront payment we received in January 2023 from our royalty purchase agreement with Royalty Pharma
Investments, or Royalty Pharma, net proceeds we received from the debt offering in June 2023 and payments from partners. These increases were partially offset by the repurchase of $504.4 million in principal of our 0.125% Notes during 2023.
Interest Expense
The following table sets forth information on interest expense (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||
| Convertible senior notes: | |||||||
| Non-cash amortization of debt issuance costs | $ | 5.9 | $ | 5.3 | |||
| Interest expense payable in cash | 6.4 | 0.7 | |||||
| Interest on mortgage for primary R&D and manufacturing facilities | 0.4 | 2.1 | |||||
| Total interest expense | $ | 12.7 | $ | 8.1 |
In 2023, we completed a $575.0 million offering of our 1.75% Notes and repurchased $504.4 million in principal of our 0.125% Notes. As a
result, beginning in the second quarter of 2023, our interest expense related to our convertible notes increased because we began incurring interest expense for our 1.75% Notes.
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Interest Expense Related to Sale of Future Royalties
We recorded $68.8 million of interest expense related to the sale of future royalties in 2023 as a result of the
Royalty Pharma transaction, in which we sold a minority interest in our future SPINRAZA and pelacarsen royalties to Royalty Pharma for a $500 million upfront payment and $625 million of potential future payments. Refer to Part IV, Item 15,
Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated Financial Statements for further details.
Loss on Investments
We recorded a $1.9 million and
$7.3 million loss on investments for 2023 and 2022, respectively. The period-over-period fluctuation in our loss on investments was primarily
driven by changes in the fair value of our investments in publicly traded and privately held biotechnology companies.
Gain on Sale of Real Estate
In 2022, we closed a purchase and sale agreement with a real estate investor in which we sold and leased back the facilities at our
headquarters location in Carlsbad, California for a total purchase price of $263.4 million and recorded a gain of $150.1 million in 2022, resulting in income tax expense of $8.8 million. Refer to Part IV, Item 15, Note 7, Long-Term Obligations and Commitments, for further details on this transaction.
Other Income (Expense)
In 2023, we completed a $575.0 million offering of our 1.75%
Notes and used $488.2 million of the net proceeds to repurchase $504.4 million in principal of our 0.125% Notes. As a result of these repurchases, we recorded a $13.4 million gain on early retirement of debt in 2023, which reflects the difference
between the amounts we paid to repurchase portions of our 0.125% Notes and the net carrying balance of the liability at the time that we repurchased the debt. Refer to Part IV, Item 15, Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated Financial Statements for further
details regarding our convertible debt.
Income Tax Expense (Benefit)
We recorded an income tax expense of $32.3 million for 2023 compared to $11.7 million for 2022.
The primary drivers of our income tax expense despite our full year pretax loss relate to the requirement for taxpayers to amortize
research and development expenditures over five years pursuant to Internal Revenue Code, or IRC, Section 174 beginning in 2022 under the Tax Cuts and Jobs Act of 2017, or TCJA, and the impact of the royalty purchase agreement with Royalty Pharma, which
we reflected as a taxable sale which required us to include the proceeds from the sale, net of currently deductible issuance costs, as taxable income in 2023. The resulting tax liability is partially offset by the utilization of our R&D tax
credits.
The increase in income tax expense for 2023 compared to 2022 relates primarily to the impact of the Royalty Pharma transaction.
We continue to maintain a full valuation allowance on all our net deferred tax assets.
Net Loss and Net Loss per Share
We generated a net loss of $366.3
million for 2023 compared to $269.7
million for 2022. Our net loss increased for 2023 compared to 2022 primarily due to factors discussed in the sections above. Basic and diluted net loss per share for 2023 were $2.56 compared to $1.90 for 2022.
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Liquidity and Capital Resources
We have financed our operations primarily from research and
development collaborative agreements. We also financed our operations from commercial revenue from SPINRAZA and QALSODY royalties and TEGSEDI and WAYLIVRA commercial revenue. In addition, we expect to receive commercial revenue from WAINUA
royalties beginning in 2024. From our inception through December 31, 2023,
we have earned approximately $7.2 billion in revenue. We have also
financed our operations through the sale of our equity securities, the issuance of long-term debt and the sale of future royalties. From the time we were founded through December 31, 2023, we have raised net proceeds of approximately $2.1 billion from the sale of our equity securities. Additionally, from our inception through December 31, 2023, we have borrowed approximately $2.7 billion under long-term debt arrangements and received proceeds of $0.5
billion from the sale of future royalties to finance a portion of our operations.
Our cash, cash equivalents and short-term investments, working capital and long-term obligations increased from 2022 to 2023. As discussed
above, in 2023, we repurchased $504.4 million in principal of our 0.125% Notes. In the third quarter of 2023, we closed a real estate transaction and received $32.4 million. In the second quarter of 2023, we issued $575.0 million of 1.75% Notes (due in
June 2028). In the first quarter of 2023, we received an upfront payment of $500.0 million when we entered into a royalty purchase agreement with Royalty Pharma and recorded a corresponding long-term liability related to the sale of future royalties.
The following table summarizes our contractual obligations, excluding our liability related to the sale of future royalties, as of December 31, 2023. The table provides a breakdown of when obligations become due. We provide a more detailed description of the major components of our
debt in Part IV, Item 15, Note 7, Long-Term Obligations and
Commitments, in the Notes to the Consolidated Financial Statements.
| Contractual Obligations | Payments Due by Period (in millions) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (selected balances described below) | Total | Less than 1 year | More than 1 year | ||||||||
| 1.75% Notes (principal and interest payable) | $ | 620.3 | $ | 10.1 | $ | 610.2 | |||||
| 0% Notes (principal payable) | 632.5 | — | 632.5 | ||||||||
| 0.125% Notes (principal and interest payable) | 44.6 | 44.6 | — | ||||||||
| Building mortgage payments (principal and interest payable) | 10.2 | 0.5 | 9.7 | ||||||||
| Operating leases | 279.5 | 20.4 | 259.1 | ||||||||
| Other obligations (principal and interest payable) | 0.8 | 0.1 | 0.7 | ||||||||
| Total | $ | 1,587.9 | $ | 75.7 | $ | 1,512.2 |
Our contractual obligations consist primarily of our convertible debt. In addition, we also have a facility mortgage, facility leases,
equipment financing arrangements and other obligations. We believe our cash, cash equivalents and short-term investments, as well as plans for cash in the future, will be sufficient to fund our planned operations and these obligations. We have not
entered into, nor do we currently have, any off-balance sheet arrangements (as defined under SEC rules).
Convertible Debt and Call Spread
Refer to our Convertible Debt and Call Spread accounting
policies in Part IV, Item 15, Note 1, Organization and Significant Accounting Policies, and Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated Financial Statements for the significant terms of each convertible debt instrument.
Operating Facilities
Refer to Part IV, Item 15, Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated
Financial Statements for further details on our operating facilities.
Operating Leases
Refer to Part IV, Item 15, Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated
Financial Statements for further details on our operating leases.
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Royalty Revenue Monetization
In January 2023, we entered into a royalty purchase agreement with Royalty Pharma to monetize a portion of our future SPINRAZA and
pelacarsen royalties we are entitled to under our agreements with Biogen and Novartis, respectively. Refer to Part IV, Item 15, Note 7, Long-Term Obligations and Commitments, in the Notes to the Consolidated Financial Statements
for further details on this agreement.
Other Obligations
In addition to contractual obligations, we had outstanding purchase orders as of December 31, 2023 for the purchase of services, capital equipment and materials as part of our normal course of business.
We may enter into additional collaborations with partners which could provide for additional revenue to us and we may incur additional
cash expenditures related to our obligations under any of the new agreements we may enter into. We currently intend to use our cash, cash equivalents and short-term investments to finance our activities. However, we may also pursue other financing
alternatives, like issuing additional shares of our common stock, issuing debt instruments, refinancing our existing debt, securing lines of credit or executing royalty monetization agreements. Whether we use our existing capital resources or choose to
obtain financing will depend on various factors, including the future success of our business, the prevailing interest rate environment and the condition of financial markets generally.
Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the U.S. As such, we make
certain estimates, judgments and assumptions that we believe are reasonable, based upon the information available to us. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact our
quarterly or annual results of operations and financial condition. Each quarter, our senior management reviews the development, selection and disclosure of such estimates with the audit committee of our board of directors. In the following paragraphs,
we describe the specific risks associated with these critical accounting estimates and we caution that future events rarely develop exactly as one may expect, and that best estimates may require adjustment. Our significant accounting policies are
outlined in Part IV, Item 15, Note 1, Organization and Significant
Accounting Policies, in the Notes to the Consolidated Financial Statements.
The following are our significant accounting estimates, which we believe are the most critical to aid in fully understanding and
evaluating our reported financial results:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Assessing the propriety of revenue recognition and associated deferred revenue; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Determining the appropriate cost estimates for unbilled preclinical studies and clinical development activities; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Assessing the appropriate estimate of anticipated future royalty payments under our royalty purchase agreement |
The following are descriptions of our critical accounting estimates.
Revenue Recognition
We earn revenue from several sources. The judgements and estimates we make vary between each source of our revenue. At contract inception,
we analyze our collaboration arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the
commercial success of such activities and therefore within the scope of Accounting Standards Codification, or ASC, Topic 808, Collaborative Arrangements,
or ASC 808. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, we first determine which elements of the collaboration reflect a vendor-customer relationship and are therefore within the scope of ASC 606, Revenue from Contracts with Customers. When we determine elements of a collaboration do not reflect a vendor-customer relationship, we consistently
apply the reasonable and rational policy election we made by analogizing to authoritative accounting literature.
The following is a summary of the critical accounting estimates we make with respect to our revenue.
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Research and development revenue under collaborative agreements
We recognize R&D revenue from numerous collaboration agreements. Our collaboration agreements typically contain multiple elements, or
performance obligations, including technology licenses or options to obtain technology licenses, R&D services, and manufacturing services. Upon entering into a collaboration agreement, we are required to make the following judgements:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Identifying the performance obligations contained in the agreement |
Our assessment of what constitutes a separate performance
obligation requires us to apply judgement. Specifically, we have to identify which goods and services we are required to provide under the contract are distinct.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Determining the transaction price, including any variable consideration |
To determine the transaction price, we review the amount of consideration we are eligible to earn under the agreement. We do not typically
include any payments we may receive in the future in our initial transaction price since the payments are typically not probable because they are contingent upon certain future events. We reassess the total transaction price at each reporting period to
determine if we should include additional payments in the transaction price that have become probable.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Allocating the transaction price to each of our performance obligations |
When we allocate the transaction price to more than one performance obligation, we make estimates of the relative stand-alone selling
price of each performance obligation because we do not typically sell our goods or services on a stand-alone basis. The estimate of the relative stand-alone selling price requires us in some cases to make significant judgements. For example, when we
deliver a license at the start of an agreement, we use valuation methodologies, such as the relief from royalty method, to value the license. Under this method we are required to make estimates including: future sales, royalties on future product
sales, contractual milestones, expenses, income taxes and discount rates. Additionally, when we estimate the selling price for R&D services, we make estimates, including: the number of internal hours we will spend on the services, the cost of work
we and third parties will perform and the cost of clinical trial material we will use.
The R&D revenue we recognize each period is comprised of several types of revenue, including amortization from upfront payments,
milestone payments, license fees and other services that are recognized immediately or amortized over the period in which we satisfy our performance obligation. Each of these types of revenue require us to make various judgements and estimates.
R&D Services with Upfront Payments
We recognize revenue from the amortization of upfront payments as we perform R&D services. We use an input method to estimate the
amount of revenue to recognize each period. This method requires us to make estimates of the total costs we expect to incur to complete our R&D services performance obligation or the total amount of effort it will take us to complete our R&D
services performance obligation. If we change our estimates, we may have to adjust our revenue.
Milestone Payments
When recognizing revenue related to milestone payments, we typically make the following judgements and estimates:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Whether a milestone payment is probable (discussed in detail above under “Determining the transaction price, including any variable consideration”); |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Whether a milestone payment relates to services we are performing or if our partner is performing the services; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | If we are performing services, we recognize revenue over our estimated period of performance in a similar manner to the amortization of upfront payments (discussed above under “R&D Services with Upfront Payments”); and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Conversely, we recognize in full those milestone payments that we earn based on our partners’ activities when our partner achieves the milestone event and we do not have a performance obligation. |
License Fees
When we grant a license for a medicine in clinical
development, we generally recognize as R&D revenue the total amount we determine to be the relative stand-alone selling price of a license when we deliver the license to our partner. Refer to Part IV, Item 15, Note 1, Organization and Significant Accounting Policies, in the Notes to the Consolidated Financial Statements for our revenue recognition policy. We discuss
the estimates we make related to the relative stand-alone selling price of a license in detail above under “Allocating the transaction price to each of our performance obligations.”
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Estimated Liability for Clinical Development Costs
We have numerous medicines in preclinical studies and/or clinical trials at clinical sites throughout the world. On at least a quarterly
basis, we estimate our liability for preclinical and clinical development costs we have incurred and services that we have received but for which we have not yet been billed and maintain an accrual to cover these costs. These costs primarily relate to
third-party clinical management costs, laboratory and analysis costs, toxicology studies and investigator grants. We estimate our liability using assumptions about study and patient activities and the related expected expenses for those activities
determined based on the contracted fees with our service providers. The assumptions we use represent our best estimates of the activity and expenses at the time of our accrual and involve inherent uncertainties and the application of our judgment. Upon
settlement, these costs may differ materially from the amounts accrued in our consolidated financial statements. Our historical accrual estimates have not been materially different from our actual amounts.
As of December 31, 2023, a
hypothetical 10 percent increase in our liability for preclinical and clinical development costs would have resulted in an increase in our loss before income tax benefit and accrued liabilities of approximately $10.6 million.
Liability Related to Sale of Future Royalties
In January 2023, we entered into a royalty purchase agreement with Royalty Pharma to monetize a portion of our future SPINRAZA and
pelacarsen royalties we are entitled to under our agreements with Biogen and Novartis, respectively. Under our agreement with Royalty Pharma, we calculate the liability related to the sale of future royalties, effective interest rate and the related
interest expense using our current estimate of anticipated future royalty payments under the arrangement, which we periodically reassess based on internal projections and information from our partners who are responsible for commercializing the
medicines. The amount that Royalty Pharma will receive under the agreement is based on sales of SPINRAZA, our currently commercialized medicine, and pelacarsen, a product candidate that is not currently commercialized. As such, the repayment amounts
that we estimate related to projections of future pelacarsen revenues contain more subjective estimation which we believe could lead to larger changes in estimates in the future. If there is a material change in our estimate, we will prospectively
adjust the effective interest rate and the related interest expense.
There are numerous factors, most of which are not within our control, that could materially impact the amount and timing of future royalty
payments, particularly those from Novartis for pelacarsen, and could result in changes to our estimate of future royalty payments to Royalty Pharma. Such factors include, but are not limited to, the regulatory approval and commercial sales of
pelacarsen, competing products or other significant events. These factors and other events or circumstances could result in reduced royalty payments from sales of pelacarsen, which would result in a reduction of our non-cash royalty revenue and
non-cash interest expense over the life of the agreement. Conversely, if sales of pelacarsen are more than amounts we estimated, the non-cash royalty revenue and non-cash interest expense we record would be greater over the life of the arrangement.
.
FY 2022 10-K MD&A
SEC filing source: 0000874015-23-000105.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This financial review presents our operating results for each of the two years in the period ended December 31, 2022, and our financial condition as of December 31, 2022.
Refer to our 2021 Form 10-K for our results of operations for 2021 compared to 2020. Except for the historical information contained herein, the following discussion contains forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. We discuss such risks, uncertainties and other factors throughout this report and specifically
under Item 1A of Part I of this report, “Risk Factors.” In addition, the following review should be read in conjunction with the information presented in our consolidated financial statements and the related notes to our consolidated financial
statements included in Item 8 of Part II of this report.
Overview
As noted in our Business Overview in Part I of this report, we were founded over 30 years ago to deliver innovative new medicines for
diseases with great medical need. Today, we are building on our advancements in RNA-targeted therapeutics with a vision to be the leader in genetic medicines. We believe our genetic medicines have the potential to pioneer new markets, change standards
of care and transform the lives of people with devastating diseases. We currently have three marketed medicines: SPINRAZA, TEGSEDI and WAYLIVRA. We also have two medicines, eplontersen and tofersen, that will add to our commercial portfolio this year,
assuming positive regulatory outcomes. In addition to our commercial medicines and medicines under regulatory review, we have a rich innovative late- and mid-stage pipeline primarily focused on our leading cardiovascular and neurology franchises. We
currently have seven medicines in Phase 3 development. Refer to Part I, Item 1, Business, for further details on our business and key developments
in our medicines.
Results of Operations
Below we have included our results of operations for 2022 compared to 2021. Refer to our 2021 Form 10-K for our results of operations for
2021 compared to 2020. The following table provides selected summary information from our consolidated statements of operations for 2022 and 2021 (in millions):
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| Total revenue | $ | 587.4 | $ | 810.5 | ||||
| Total operating expenses | $ | 997.6 | $ | 840.6 | ||||
| Loss from operations | $ | (410.2 | ) | $ | (30.2 | ) | ||
| Net loss | $ | (269.7 | ) | $ | (28.6 | ) | ||
| Cash, cash equivalents and short-term investments | $ | 1,986.9 | $ | 2,115.0 |
61
Revenue
Total revenue for 2022 was $587.4 million compared to $810.5 million in 2021 and was comprised of the following (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Revenue: | |||||||
| Commercial revenue: | |||||||
| SPINRAZA royalties | $ | 242.3 | $ | 267.8 | |||
| TEGSEDI and WAYLIVRA revenue, net | 30.1 | 55.5 | |||||
| Licensing and other royalty revenue | 31.0 | 19.1 | |||||
| Total commercial revenue | 303.4 | 342.4 | |||||
| R&D revenue: | |||||||
| Amortization from upfront payments | 68.6 | 77.5 | |||||
| Milestone payments | 74.0 | 88.3 | |||||
| License fees | 37.0 | 291.3 | |||||
| Other services | 27.6 | 11.0 | |||||
| Collaborative agreement revenue | 207.2 | 468.1 | |||||
| Eplontersen joint development revenue | 76.8 | — | |||||
| Total R&D revenue | 284.0 | 468.1 | |||||
| Total revenue | $ | 587.4 | $ | 810.5 |
Our 2022 revenue continued to be derived from diverse sources, with just over half coming from commercial products and the balance from
numerous partnered programs. SPINRAZA royalties, the largest contributor to our commercial revenue, increased each quarter in 2022. Total SPINRAZA product sales increased six percent in the fourth quarter of 2022 compared to the third quarter of 2022
and also increased four percent compared to the same quarter in 2021. The increases were driven by stabilization in the U.S. and growth in Asian markets, partially offset by competition in Europe. Total SPINRAZA product sales decreased six percent
year-over-year driven by foreign currency exchange and competition in Europe, partially offset stabilization in the U.S. and growth in Asian markets. Our TEGSEDI and WAYLIVRA revenue was also lower year-over-year due to the shift to distribution fees
in 2021.
Our R&D revenue for 2022 included $112 million from Biogen for advancing several neurology disease programs, $77 million from
AstraZeneca for its share of the global Phase 3 development costs for eplontersen and $64 million from Roche for licensing and advancing IONIS-FB-LRx, among other partnered payments. R&D revenue was higher in 2021 compared to 2022 driven
primarily by the $200 million we earned in the fourth quarter of 2021 from AstraZeneca to jointly develop and commercialize eplontersen.
Eplontersen Collaboration with AstraZeneca
Our financial results for the year ended December 31, 2022 reflected the cost-sharing provisions related to our collaboration with
AstraZeneca to develop and commercialize eplontersen for the treatment of ATTR. Under the terms of the collaboration agreement, AstraZeneca is currently paying 55 percent of the costs associated with the ongoing global Phase 3 development program.
Because we are leading and conducting the Phase 3 development program, we are recognizing as R&D revenue the 55 percent of cost-share funding AstraZeneca is responsible for, net of our share of AstraZeneca’s development expenses, in the same period
we incur the related development expenses. In the year ended December 31, 2022, we earned $77 million in joint development revenue and recorded $147M of R&D expenses related to Phase 3 development expenses under this collaboration.
As AstraZeneca is responsible for the majority of the medical affairs and commercial costs in the U.S. and all costs associated with
bringing eplontersen to market outside the U.S., we are recognizing cost-share funding we receive from AstraZeneca related to these activities as a reduction of our medical affairs and commercialization expenses, which we classify as R&D and
selling, general and administrative, or SG&A, expenses, respectively. In the year ended December 31, 2022, we recognized $2.0 million and $2.6 million of medical affairs expenses and commercialization expenses for eplontersen, respectively, net of
cost-share funding from AstraZeneca. We expect our medical affairs and commercialization expenses to increase as eplontersen advances toward the market under our collaboration with AstraZeneca.
The following is a summary of the financial impacts on our statement of operations for the year ended December 31, 2022 of the joint
development activities under our eplontersen collaboration with AstraZeneca:
62
Operating Expenses
Our operating expenses were as follows (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Operating expenses, excluding non-cash compensation expense related to equity awards | $ | 897.3 | $ | 696.0 | |||
| Restructuring expenses | — | 23.9 | |||||
| Total operating expenses, excluding non-cash compensation expense related to equity awards | 897.3 | 719.9 | |||||
| Non-cash compensation expense related to equity awards | 100.3 | 120.7 | |||||
| Total operating expenses | $ | 997.6 | $ | 840.6 |
Our operating expenses, excluding non-cash compensation expense related to equity awards, increased in 2022 compared to 2021. Our R&D
expenses increased in 2022 compared to 2021 due to our investments in advancing our late-stage pipeline, including the expanded number of Phase 3 studies we are conducting, which doubled from three to six studies in 2021. Our R&D expenses also
increased in 2022 compared to 2021 due to $80 million that we recognized in 2022 for licensing Metagenomi’s gene editing technologies. Our SG&A expenses decreased in 2022 compared to 2021 as a result of savings we realized from integrating Akcea
and restructuring our commercial operations for TEGSEDI and WAYLIVRA, partially offset by the increase in expenses related to our go-to-market activities for eplontersen, donidalorsen and olezarsen.
Our non-cash compensation expense related to equity awards decreased in 2022 compared to 2021 as a result of the decrease in our stock
price in 2022 compared to 2021 and reduced headcount due to restructuring our commercial operations in 2021. We anticipate our non-cash compensation expense related to equity awards to increase in 2023 due to increased headcount and an increase in our
stock price when we granted annual equity awards to our employees in January 2023 compared to January 2022.
To analyze and compare our results of operations to other similar companies, we believe it is important to exclude non-cash compensation
expense related to equity awards from our operating expenses. We believe non-cash compensation expense related to equity awards is not indicative of our operating results or cash flows from our operations. Further, we internally evaluate the
performance of our operations excluding it.
Cost of Sales
Our cost of sales is comprised of costs related to our commercial revenue, which consisted of manufacturing costs, including certain
fixed costs, transportation and freight, indirect overhead costs associated with the manufacturing and distribution of TEGSEDI and WAYLIVRA and certain associated period costs.
Our cost of sales were as follows (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Cost of sales, excluding non-cash compensation expense related to equity awards | $ | 13.4 | $ | 10.4 | |||
| Non-cash compensation expense related to equity awards | 0.7 | 0.4 | |||||
| Total cost of sales | $ | 14.1 | $ | 10.8 |
63
Research, Development and Patent Expenses
Our research, development and patent expenses consist of expenses for drug discovery, drug development, manufacturing and development
chemistry and R&D support expenses.
The following table sets forth information on research, development and patent expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Research, development and patent expenses, excluding non-cash compensation expense related to equity awards | $ | 759.4 | $ | 547.4 | |||
| Restructuring expenses | — | 8.5 | |||||
| Total research, development and patent expenses, excluding non-cash compensation expense related to equity awards | 759.4 | 555.9 | |||||
| Non-cash compensation expense related to equity awards | 73.7 | 87.6 | |||||
| Total research, development and patent expenses | $ | 833.1 | $ | 643.5 |
Drug Discovery
We use our proprietary technologies to generate information about the function of genes and to determine the value of genes as drug
discovery targets. We use this information to direct our own drug discovery research, and that of our partners. Drug discovery is also the function that is responsible for advancing our core technology. This function is also responsible for making
investments in complementary technologies to expand the reach of our technologies.
Our drug discovery expenses were as follows (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Drug discovery expenses, excluding non-cash compensation expense related to equity awards | $ | 181.3 | $ | 136.6 | |||
| Non-cash compensation expense related to equity awards | 16.2 | 21.4 | |||||
| Total drug discovery expenses | $ | 197.5 | $ | 158.0 |
Drug discovery expenses, excluding non-cash compensation expense related to equity awards, increased in 2022 compared to 2021 primarily
due to $80 million that we recognized in 2022 for licensing Metagenomi’s gene editing technologies. In 2021, we incurred certain licensing expenses, including $35 million for licensing Bicycle Therapeutics’ peptide technology.
Drug Development
The following table sets forth drug development expenses, including expenses for our marketed medicines and those in Phase 3 development
for which we have incurred significant costs (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| TEGSEDI and WAYLIVRA | $ | 10.6 | $ | 8.3 | |||
| Eplontersen | 103.9 | 79.1 | |||||
| Olezarsen | 68.1 | 22.0 | |||||
| Donidalorsen | 14.1 | 6.7 | |||||
| ION363 | 8.4 | 7.7 | |||||
| Other development projects | 129.1 | 104.5 | |||||
| Development overhead expenses | 92.0 | 75.2 | |||||
| Restructuring expenses | — | 7.7 | |||||
| Total drug development, excluding non-cash compensation expense related to equity awards | 426.2 | 311.2 | |||||
| Non-cash compensation expense related to equity awards | 31.5 | 37.8 | |||||
| Total drug development expenses | $ | 457.7 | $ | 349.0 |
64
Our development expenses, excluding non-cash compensation expense related to equity awards, increased in 2022 compared to 2021 primarily
due to our advancing late-stage pipeline, including the expanded number of Phase 3 studies we are conducting, which doubled over the course of 2021 from three to six studies.
We may conduct multiple clinical trials on a drug candidate, including multiple clinical trials for the various indications we may be
studying. Furthermore, as we obtain results from trials, we may elect to discontinue clinical trials for certain drug candidates in certain indications in order to focus our resources on more promising drug candidates or indications. Our Phase 1 and
Phase 2 programs are clinical research programs that fuel our Phase 3 pipeline. When our medicines are in Phase 1 or Phase 2 clinical trials, they are in a dynamic state in which we may adjust the development strategy for each medicine. Although we may
characterize a medicine as “in Phase 1” or “in Phase 2,” it does not mean that we are conducting a single, well-defined study with dedicated resources. Instead, we allocate our internal resources on a shared basis across numerous medicines based on
each medicine’s particular needs at that time. This means we are constantly shifting resources among medicines. Therefore, what we spend on each medicine during a particular period is usually a function of what is required to keep the medicines
progressing in clinical development, not what medicines we think are most important. For example, the number of people required to start a new study is large, the number of people required to keep a study going is modest and the number of people
required to finish a study is large. However, such fluctuations are not indicative of a shift in our emphasis from one medicine to another and cannot be used to accurately predict future costs for each medicine. And, because we always have numerous
medicines in preclinical and varying stages of clinical research, the fluctuations in expenses from medicine to medicine, in large part, offset one another. If we partner a medicine, it may affect the size of a trial, its timing, its total cost and the
timing of the related costs.
Medical Affairs
Our medical affairs function is responsible for managing
publications planning, funding and coordinating investigator-sponsored trials and communicating scientific and clinical information to healthcare providers, medical professionals and patients.
Our medical affairs expenses were as follows (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Medical affairs expenses, excluding non-cash compensation expense related to equity awards | $ | 15.9 | $ | 11.6 | |||
| Non-cash compensation expense related to equity awards | 2.0 | 1.4 | |||||
| Total medical affairs expenses | $ | 17.9 | $ | 13.0 |
Medical affairs expenses, excluding non-cash compensation
expense related to equity awards, increased in 2022 compared to 2021 due to increased costs we incurred as we built our medical affairs function to support our late-stage pipeline.
Manufacturing and Development Chemistry
Expenditures in our manufacturing and development chemistry function consist primarily of personnel costs, specialized chemicals for
oligonucleotide manufacturing, laboratory supplies and outside services. Our manufacturing and development chemistry function is responsible for providing drug supplies to drug development and our collaboration partners. Our manufacturing procedures
include testing to satisfy good laboratory and good manufacturing practice requirements.
Our manufacturing and development chemistry expenses were as follows (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Manufacturing and development chemistry expenses, excluding non-cash compensation expense related to equity awards | $ | 76.2 | $ | 47.2 | |||
| Restructuring expenses | — | 0.8 | |||||
| Total manufacturing and development chemistry expenses, excluding non-cash compensation expense related to equity awards | 76.2 | 48.0 | |||||
| Non-cash compensation expense related to equity awards | 9.9 | 11.5 | |||||
| Total manufacturing and development chemistry expenses | $ | 86.1 | $ | 59.5 |
65
Manufacturing and development chemistry expenses, excluding
non-cash compensation expense related to equity awards, increased in 2022 compared to 2021 due to increased R&D-related manufacturing costs we incurred in preparation for our near-term commercial launches of eplontersen, olezarsen and
donidalorsen. Refer to the section titled, Manufacturing, in
Part I, Item 1, Business, for further details on the
activities and types of costs we incur in our manufacturing process.
R&D Support
In our research, development and patent expenses, we include support costs such as rent, repair and maintenance for buildings and
equipment, utilities, depreciation of laboratory equipment and facilities, amortization of our intellectual property, informatics costs, procurement costs and waste disposal costs. We call these costs R&D support expenses.
The following table sets forth information on R&D support expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Personnel costs | $ | 21.2 | $ | 17.7 | |||
| Occupancy | 19.2 | 13.1 | |||||
| Patent expenses | 4.7 | 5.3 | |||||
| Insurance | 3.8 | 3.2 | |||||
| Computer software and licenses | 1.9 | 1.8 | |||||
| Other | 9.0 | 7.3 | |||||
| Restructuring expenses | — | 0.1 | |||||
| Total R&D support expenses, excluding non-cash compensation expense related to equity awards | 59.8 | 48.5 | |||||
| Non-cash compensation expense related to equity awards | 14.1 | 15.5 | |||||
| Total R&D support expenses | $ | 73.9 | $ | 64.0 |
R&D support expenses, excluding non-cash compensation expense related to equity awards, increased in 2022 compared to 2021. The
increase was primarily related to increased occupancy and personnel costs to support advancing our pipeline and our technology. In October 2022, we executed a sale and leaseback transaction for our headquarters in Carlsbad, California. As a result,
beginning in the fourth quarter of 2022, our occupancy costs increased because we began incurring rent expense for these facilities.
Selling, General and Administrative Expenses
Selling, general and administrative, or SG&A, expenses include personnel and outside costs associated with the pre-commercialization
and commercialization activities for our medicines and costs to support our company, our employees and our stockholders including, legal, human resources, investor relations and finance. Additionally, we include in selling, general and administrative
expenses such costs as rent, repair and maintenance of buildings and equipment, depreciation and utilities costs that we need to support the corporate functions listed above. We also include fees we owe under our in-licensing agreements related to
SPINRAZA.
The following table sets forth information on SG&A expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Selling, general and administrative expenses, excluding non-cash compensation expense related to equity awards | $ | 124.4 | $ | 138.1 | |||
| Restructuring expenses | — | 15.4 | |||||
| Total selling, general and administrative expenses, excluding non-cash compensation related to equity awards | 124.4 | 153.5 | |||||
| Non-cash compensation expense related to equity awards | 25.9 | 32.8 | |||||
| Total selling, general and administrative expenses | $ | 150.3 | $ | 186.3 |
SG&A expenses, excluding non-cash compensation expense related to equity awards, decreased in 2022 compared to 2021 due to operating
efficiencies achieved from restructuring our commercial operations for TEGSEDI and WAYLIVRA, partially offset by increased expenses for our go-to-market preparations for our near-term commercial opportunities. Non-cash compensation expense related to
equity awards decreased in 2022 compared to 2021 as a result of restructuring our commercial operations for TEGSEDI and WAYLIVRA in 2021.
66
Investment Income
Investment income for 2022
was $25.3 million compared to $10.0
million for 2021. The increase in investment income was primarily due to an increase in interest rates during 2022 compared to 2021.
Interest Expense
The following table sets forth information on interest expense (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Convertible senior notes: | |||||||
| Non-cash amortization of the debt discounts and debt issuance costs | $ | 5.3 | $ | 4.9 | |||
| Interest expense payable in cash | 0.7 | 1.9 | |||||
| Interest on mortgage for primary R&D and manufacturing facilities | 2.1 | 2.5 | |||||
| Total interest expense | $ | 8.1 | $ | 9.3 |
Gain (Loss) on Investments
We recorded a $7.3 million loss
on investments for 2022 compared to a $10.1 million gain on investments for 2021. The period-over-period fluctuation in our gain (loss) on
investments was primarily driven by changes in fair value of our investments in publicly traded biotechnology companies.
Gain on Sale of Real Estate
In October 2022, we concurrently entered into two purchase and sale agreements with a real estate investor. Under the agreements, we sold
and leased back the facilities at our headquarters location in Carlsbad, California and will sell, subject to meeting certain closing conditions, two lots of undeveloped land adjacent to our headquarters. We sold the facilities at our headquarters for
a total purchase price of $263.4 million and recorded a gain of $150.1 million in the fourth quarter of 2022, resulting in income tax expense of $8.8 million.
Other Expense
In 2022, we recorded a $7.7 million net expense to settle a litigation claim.
In 2021, as a result of a debt offering and debt repurchase, we recorded an $8.6 million loss on early retirement of debt, reflecting the
early retirement of a portion of our 1% Notes. The loss on the early retirement of our debt is the difference between the amount we paid to retire our 1% Notes and the net carrying balance of the liability at the time that we retired the debt.
Income Tax Expense (Benefit)
We recorded an income tax expense of $11.7 million for 2022 compared to an income tax benefit of $0.6 million for 2021. Beginning in 2022,
the Tax Cuts and Jobs Act of 2017, or TCJA, requires taxpayers to capitalize and amortize research and development expenditures pursuant to Internal Revenue Code, or IRC, Section 174. Our 2022 tax expense relates primarily to the impact of this new law
and to federal and state tax on the gain from the sale of our headquarters facilities that closed in October 2022.
Net Loss and Net Loss per Share
We generated a net loss of $269.7
million for 2022 compared to $28.6
million for 2021. Our net loss increased for 2022 compared to 2021 primarily due to decreased revenue and increased expenses year-over-year,
as discussed in the revenue and expenses sections, respectively.
Basic and diluted net loss per share for 2022
were each $1.90. Basic and diluted net loss per share for 2021 were each $0.20.
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Liquidity and Capital Resources
We have financed our operations primarily from research and
development collaborative agreements. We also finance our operations from commercial revenue from SPINRAZA royalties and TEGSEDI and WAYLIVRA commercial revenue. From
our inception through December 31, 2022, we have earned approximately $6.4 billion in revenue. We have also financed our operations through the sale of our equity securities and the
issuance of long-term debt. From the time we were founded through December 31, 2022, we have raised net proceeds of approximately $2.0 billion from the sale of our equity securities. Additionally, we borrowed approximately $2.1 billion under long-term debt arrangements to finance a portion of our operations over the same time period.
Our cash, cash equivalents and short-term investments, debt
obligations and working capital decreased from 2021 to 2022. In 2021, we issued $632.5 million of 0% Notes (due in April 2026) and we used a portion of the proceeds to repurchase $247.9 million of our 1% Notes in April 2021. We paid the remaining
principal balance of our 1% Notes with $62.0 million of cash at maturity in November 2021. In 2022, we sold the facilities and related land at our headquarters for a total purchase price of $263.4 million and used a portion of the proceeds to
extinguish our mortgage debt on these facilities of $51.3 million. At December 31, 2022, we had $2.0 billion of cash and short-term investments on hand. We believe our cash and short-term investment balance is sufficient to fund our operations in the short-term and in the longer-term. In 2022,
our working capital decreased because our cash and investments decreased as discussed above.
The following table summarizes our contractual obligations as of December 31, 2022. The table provides a breakdown of when obligations become due. We provide a more detailed description of the major components of our debt in Note 4, Long-Term Obligations and Commitments.
| Contractual Obligations | Payments Due by Period (in millions) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (selected balances described below) | Total | Less than 1 year | More than 1 year | ||||||||
| 0% Notes (principal payable) | $ | 632.5 | $ | — | $ | 632.5 | |||||
| 0.125% Notes (principal and interest payable) | 550.2 | 0.7 | 549.5 | ||||||||
| Building mortgage payments (principal and interest payable) | 10.7 | 0.5 | 10.2 | ||||||||
| Operating leases | 299.6 | 20.1 | 279.5 | ||||||||
| Other obligations (principal and interest payable) | 0.9 | 0.1 | 0.8 | ||||||||
| Total | $ | 1,493.9 | $ | 21.4 | $ | 1,472.5 |
Our contractual obligations consist primarily of our convertible debt. In addition, we also have a facility mortgage, facility leases,
equipment financing arrangements and other obligations. Due to the uncertainty with respect to the timing of future cash flows associated with our unrecognized tax benefits, we are unable to make reasonably reliable estimates of the period of cash
settlement with the respective taxing authorities. Therefore, we have excluded our gross unrecognized tax benefits from our contractual obligations table above. We have not entered into, nor do we currently have, any off-balance sheet arrangements (as
defined under SEC rules).
Convertible Debt and Call Spread
Refer to our Convertible Debt and Call Spread accounting
policies in Part IV, Item 15, Note 1, Organization and Significant Accounting Policies, and Note 4, Long-Term Obligations and Commitments, in the Notes to our consolidated financial statements for the significant terms of each convertible debt instrument.
Operating Facilities
Refer to Part IV, Item 15, Note 4, Long-Term Obligations and Commitments, in the Notes to our consolidated financial statements for further details on our operating facilities.
Operating Leases
Refer to Part IV, Item 15, Note 4, Long-Term Obligations and Commitments, in the Notes to our consolidated financial statements for further details on our operating leases.
68
Royalty Revenue Monetization
In January 2023, we entered into a royalty purchase agreement with Royalty Pharma to monetize a portion of our future SPINRAZA and pelacarsen
royalties we are entitled to under our agreements with Biogen and Novartis, respectively. Refer to Part IV, Item 15, Note 4, Long-Term Obligations and Commitments, in the Notes to our consolidated financial statements for further details on this agreement.
Other Obligations
In addition to contractual obligations, we had outstanding purchase orders as of December 31, 2022 for the purchase of services, capital
equipment and materials as part of our normal course of business.
We may enter into additional collaborations with partners that could provide for additional revenue to us and we may incur additional cash
expenditures related to our obligations under any of the new agreements we may enter into. We currently intend to use our cash, cash equivalents and short-term investments to finance our activities. However, we may also pursue other financing
alternatives, like issuing additional shares of our common stock, issuing debt instruments, refinancing our existing debt, or securing lines of credit. Whether we use our existing capital resources or choose to obtain financing will depend on various
factors, including the future success of our business, the prevailing interest rate environment and the condition of financial markets generally.
Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the U.S. As such, we make
certain estimates, judgments and assumptions that we believe are reasonable, based upon the information available to us. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact our
quarterly or annual results of operations and financial condition. Each quarter, our senior management reviews the development, selection and disclosure of such estimates with the audit committee of our board of directors. In the following paragraphs,
we describe the specific risks associated with these critical accounting estimates and we caution that future events rarely develop exactly as one may expect, and that best estimates may require adjustment. Our significant accounting policies are
outlined in Note 1, Organization and Significant Accounting Policies, in the Notes to the Consolidated Financial Statements.
The following are our significant accounting estimates, which we believe are the most critical to aid in fully understanding and
evaluating our reported financial results:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Assessing the propriety of revenue recognition and associated deferred revenue; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Determining the appropriate cost estimates for unbilled preclinical studies and clinical development activities |
The following are descriptions of our critical accounting estimates.
Revenue Recognition
We earn revenue from several sources. The judgements and estimates we make vary between each source of our revenue. At contract inception,
we analyze our collaboration arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the
commercial success of such activities and therefore within the scope of Accounting Standards Codification, or ASC, Topic 808, Collaborative Arrangements,
or ASC 808. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, we first determine which elements of the collaboration reflect a vendor-customer relationship and are therefore within the scope of ASC 606, Revenue from Contracts with Customers. When we determine elements of a collaboration do not reflect a vendor-customer relationship, we consistently
apply the reasonable and rational policy election we made by analogizing to authoritative accounting literature.
The following is a summary of the critical accounting estimates we make with respect to our revenue.
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Research and development revenue under collaborative agreements
We recognize R&D revenue from numerous collaboration agreements. Our collaboration agreements typically contain multiple elements, or
performance obligations, including technology licenses or options to obtain technology licenses, R&D services, and manufacturing services. Upon entering into a collaboration agreement, we are required to make the following judgements:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Identifying the performance obligations contained in the agreement |
Our assessment of what constitutes a separate performance
obligation requires us to apply judgement. Specifically, we have to identify which goods and services we are required to provide under the contract are distinct.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Determining the transaction price, including any variable consideration |
To determine the transaction price, we review the amount of consideration we are eligible to earn under the agreement. We do not typically
include any payments we may receive in the future in our initial transaction price since the payments are typically not probable because they are contingent upon certain future events. We reassess the total transaction price at each reporting period to
determine if we should include additional payments in the transaction price that have become probable.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Allocating the transaction price to each of our performance obligations |
When we allocate the transaction price to more than one performance obligation, we make estimates of the relative stand-alone selling
price of each performance obligation because we do not typically sell our goods or services on a stand-alone basis. The estimate of the relative stand-alone selling price requires us in some cases to make significant judgements. For example, when we
deliver a license at the start of an agreement, we use valuation methodologies, such as the relief from royalty method, to value the license. Under this method we are required to make estimates including: future sales, royalties on future product
sales, contractual milestones, expenses, income taxes and discount rates. Additionally, when we estimate the selling price for R&D services, we make estimates, including: the number of internal hours we will spend on the services, the cost of work
we and third parties will perform and the cost of clinical trial material we will use.
The R&D revenue we recognize each period is comprised of several types of revenue, including amortization from upfront payments,
milestone payments, license fees and other services that are recognized immediately or amortized over the period in which we satisfy our performance obligation. Each of these types of revenue require us to make various judgements and estimates.
R&D Services with Upfront Payments
We recognize revenue from the amortization of upfront payments as we perform R&D services. We use an input method to estimate the
amount of revenue to recognize each period. This method requires us to make estimates of the total costs we expect to incur to complete our R&D services performance obligation or the total length of time it will take us to complete our R&D
services performance obligation. If we change our estimates, we may have to adjust our revenue.
Milestone Payments
When recognizing revenue related to milestone payments we typically make the following judgements and estimates:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Whether the milestone payment is probable (discussed in detail above under “Determining the transaction price, including any variable consideration”); and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Whether the milestone payment relates to services we are performing or if our partner is performing the services: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | If we are performing services, we recognize revenue over our estimated period of performance in a similar manner to the amortization of upfront payments (discussed above under “R&D Services with Upfront Payments”). |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Conversely, we recognize in full those milestone payments that we earn based on our partners’ activities when our partner achieves the milestone event and we do not have a performance obligation. |
License Fees
When we grant a license for a medicine in clinical
development, we generally recognize as R&D revenue the total amount we determine to be the relative stand-alone selling price of a license when we deliver the license to our partner. Refer to Part IV, Item 15, Note 1, Organization and Significant Accounting Policies, for our revenue
recognition policy. We discuss the estimates we make related to the relative stand-alone selling price of a license in detail above under “Allocating the transaction price to each of our performance obligations.”
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Estimated Liability for Clinical Development Costs
We have numerous medicines in preclinical studies and/or clinical trials at clinical sites throughout the world. On at least a quarterly
basis, we estimate our liability for preclinical and clinical development costs we have incurred and services that we have received but for which we have not yet been billed and maintain an accrual to cover these costs. These costs primarily relate to
third-party clinical management costs, laboratory and analysis costs, toxicology studies and investigator grants. We estimate our liability using assumptions about study and patient activities and the related expected expenses for those activities
determined based on the contracted fees with our service providers. The assumptions we use represent our best estimates of the activity and expenses at the time of our accrual and involve inherent uncertainties and the application of our judgment. Upon
settlement, these costs may differ materially from the amounts accrued in our consolidated financial statements. Our historical accrual estimates have not been materially different from our actual amounts.
As of December 31, 2022, a hypothetical 10 percent increase in our liability for preclinical and clinical development costs would have
resulted in an increase in our loss before income tax benefit and accrued liabilities of approximately $11.6 million.
FY 2021 10-K MD&A
SEC filing source: 0000874015-22-000079.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This financial review presents our operating results for each of the two years in the period ended December 31, 2021, and our financial condition at December 31, 2021.
Refer to our 2020 Form 10-K for our results of operations for 2020 compared to 2019. Except for the historical information contained herein, the following discussion contains forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. We discuss such risks, uncertainties and other factors throughout this report and specifically
under Item 1A of Part I of this report, “Risk Factors.” In addition, the following review should be read in conjunction with the information presented in our consolidated financial statements and the related notes to our consolidated financial
statements as indexed on page F-1.
Overview
As noted in our Business Overview in Part I of this report, we are a leader in RNA-targeted
therapeutics. We believe our medicines, which are based on our novel antisense technology, have the potential to pioneer new markets, change standards of care and transform the lives of people with devastating diseases. We currently have three marketed
medicines- SPINRAZA, TEGSEDI and WAYLIVRA. We also have a rich late-stage pipeline of medicines, primarily focused on our cardiovascular and neurology franchises. Within our late-stage pipeline, we have six medicines in Phase 3 development for eight
indications. For further details on our business refer to the Business section of Part I of this report.
Financial Highlights
The following is a summary of our financial results (in millions):
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||
| (as revised*) | ||||||||
| Total revenue | $ | 810.5 | $ | 729.3 | ||||
| Total operating expenses | $ | 840.6 | $ | 901.3 | ||||
| Loss from operations | $ | (30.2 | ) | $ | (172.1 | ) | ||
| Net loss attributable to Ionis Pharmaceuticals, Inc. common stockholders | $ | (28.6 | ) | $ | (479.7 | ) | ||
| Cash, cash equivalents and short-term investments | $ | 2,115.0 | $ | 1,892.4 |
| Column 1 | Column 2 |
|---|---|
| * | We revised our 2020 amounts to reflect the simplified convertible instruments accounting guidance, which we adopted retrospectively. Refer to Note 1, Organization and Significant Accounting Policies, for further information. |
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Our revenue for 2021 increased compared to 2020 due to significant partner payments across our cardiology and neurology
franchises. Our commercial revenue for 2021 included SPINRAZA royalties, TEGSEDI and WAYLIVRA revenue and licensing and other royalty revenue. As a result of our distribution agreements with Sobi for TEGSEDI and WAYLIVRA, our commercial revenue from
product sales shifted to revenue from distribution fees based on net sales generated by Sobi. We completed the transition of our TEGSEDI and WAYLIVRA commercial operations in Europe and our TEGSEDI commercial operations in North America to Sobi in the
first and second quarters of 2021, respectively.
We earn our R&D revenue from multiple sources that can fluctuate depending on the timing of events. Our R&D
revenue increased in 2021 compared to 2020 primarily due to the joint development and commercialization collaboration we entered into with AstraZeneca in 2021.
Our operating expenses, excluding $90 million of expenses related to the Akcea Merger and restructured European operations we incurred in
2020, increased in 2021 compared to 2020 due to an increase in R&D expenses, partially offset by a decrease in SG&A expenses. Higher R&D expenses were primarily driven by our ongoing investments in advancing our Phase 3 programs, expanding
the number of Phase 3 studies and advancing and expanding our mid-stage pipeline. Additionally, we invested in our technology resulting in higher R&D expenses, which was primarily driven by the $35 million we paid in 2021 to license Bicycle’s
technology. As anticipated, our SG&A expenses were lower in 2021 compared to 2020 due to operating efficiencies we achieved from integrating Akcea and restructuring our commercial operations.
At December 31, 2021, we had $2.1 billion in cash and short-term investments, compared with $1.9 billion as of December 31, 2020, enabling us to accelerate investments in our strategic priorities, while maintaining a strong
financial foundation.
Business Segment
In 2021, we began operating as a single segment, Ionis operations, because our chief decision maker reviews operating
results on an aggregate basis and manages our operations as a single operating segment. Previously, we had operated as two operating segments, Ionis Core and Akcea Therapeutics. We completed the Akcea Merger in October 2020 and fully integrated Akcea’s
operations into ours as of January 1, 2021.
Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the U.S.
As such, we make certain estimates, judgments and assumptions that we believe are reasonable, based upon the information available to us. These judgments involve making estimates about the effect of matters that are inherently uncertain and may
significantly impact our quarterly or annual results of operations and financial condition. Each quarter, our senior management reviews the development, selection and disclosure of such estimates with the audit committee of our board of directors. In
the following paragraphs, we describe the specific risks associated with these critical accounting estimates and we caution that future events rarely develop exactly as one may expect, and that best estimates may require adjustment. Our significant
accounting policies are outlined in Note 1, Organization and Significant Accounting Policies, in the Notes to the Consolidated Financial
Statements.
The following are our significant accounting estimates, which we believe are the most critical to aid in fully
understanding and evaluating our reported financial results:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Assessing the propriety of revenue recognition and associated deferred revenue; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Determining the appropriate cost estimates for unbilled preclinical studies and clinical development activities |
In 2021, we determined the estimation of our income taxes was no longer a critical accounting estimate because we
recorded a valuation allowance against the entirety of our net deferred tax assets in the fourth quarter of 2020.
The following are descriptions of our critical accounting estimates.
Revenue Recognition
We earn revenue from several sources. The judgements and estimates we make vary between each source of our revenue. At
contract inception, we analyze our collaboration arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards
dependent on the commercial success of such activities and therefore within the scope of ASC Topic 808, Collaborative Arrangements (ASC 808). For collaboration arrangements within the scope of ASC 808 that contain multiple elements, we first determine
which elements of the collaboration reflect a vendor-customer relationship and therefore within the scope of ASC 606. When we determine elements of a collaboration do not reflect a vendor-customer relationship, we consistently apply the reasonable and
rational policy election we made by analogizing to authoritative accounting literature.
We evaluate the income statement classification for presentation of amounts due from or owed to other participants
associated with multiple activities in a collaboration arrangement based on the nature of each separate activity. For example, in our eplontersen collaboration with AstraZeneca, we recognize funding received from AstraZeneca for co-development
activities as revenue. While, we recognize cost sharing payments to and from AstraZeneca associated with co-commercialization activities and co-medical affairs activities as SG&A expense and research and development expense, respectively
The following is a summary of the critical accounting estimates we make with respect to each of our significant revenue
sources.
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Commercial Revenue: SPINRAZA royalties and Licensing and other royalty revenue
We estimate our commercial revenue from SPINRAZA royalties based on reporting we receive from Biogen each quarter. We use
this reporting to calculate our royalty revenue based on our tiered contractual royalty rate for the given period based on annual cumulative net sales. We record our royalty revenue in the same period in which Biogen sells SPINRAZA. We also estimate
commercial revenue from licensing and other royalty revenue.
Commercial Revenue: TEGSEDI and WAYLIVRA revenue, net
We recognize product sales in the period when our customer obtains control of our products. Prior to our distribution
agreements with Sobi, we recorded TEGSEDI and WAYLIVRA commercial revenue at our net sales price, or transaction price, which included estimated reserves for discounts, returns, chargebacks, rebates and other allowances that we offered within contracts
between us and our customers, wholesalers, distributors, health care providers and other indirect customers. Our reserves reflected our best estimates under the terms of our respective contracts. Our historical reserve estimates have not been
materially different from our actual amounts. Under our agreements with Sobi, we transferred all reserves to Sobi and Sobi is responsible for any applicable reserves.
Research and development revenue under collaborative agreements
We recognize R&D revenue from numerous collaboration agreements. Our collaboration agreements typically contain
multiple elements, or performance obligations, including technology licenses or options to obtain technology licenses, R&D services, and manufacturing services. Upon entering into a collaboration agreement, we are required to make the following
judgements:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Identifying the performance obligations contained in the agreement |
Our assessment of what constitutes a separate
performance obligation requires us to apply judgement. Specifically, we have to identify which goods and services we are required to provide under the contract are distinct.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Determining the transaction price, including any variable consideration |
To determine the transaction price, we review the amount of consideration we are eligible to earn under the agreement. We
do not typically include any payments we may receive in the future in our initial transaction price since the payments are typically not probable because they are contingent upon certain future events.
We are required to reassess the total transaction price at each reporting period to determine if we should include
additional payments in the transaction price that have become probable. For example, in the fourth quarter of 2021, we achieved a milestone payment for $7.5 million under our 2018 strategic neurology collaboration with Biogen. Prior to achieving this
milestone payment, we did not consider this payment probable. Upon achieving the milestone payment, we reassessed the total transaction price of our 2018 strategic neurology collaboration. We added this milestone payment to our total transaction price
under our collaboration.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Allocating the transaction price to each of our performance obligations |
When we allocate the transaction price to more than one performance obligation, we make estimates of the relative stand-alone selling
price of each performance obligation because we do not typically sell our goods or services on a stand-alone basis. The estimate of the relative stand-alone selling price requires us in some cases to make significant judgements. For example, when we
deliver a license at the start of an agreement, we use valuation methodologies, such as the relief from royalty method, to value the license. Under this method we are required to make estimates including: future sales, royalties on future product
sales, contractual milestones, expenses, income taxes and discount rates. Additionally, when we estimate the selling price for R&D services, we make estimates, including: the number of internal hours we will spend on the services, the cost of work
we and third parties will perform and the cost of clinical trial material we will use.
The R&D revenue we recognize each period is comprised of several types of revenue, including amortization from upfront
payments, milestone payments, license fees and other services. Each of these types of revenue require us to make various judgements and estimates.
70
Amortization from Upfront Payments
We recognize revenue from the amortization of upfront payments as we perform R&D services. We
use an input method to estimate the amount of revenue to recognize each period. This method requires us to make estimates of the total costs we expect to incur to complete our R&D services performance obligation or the total length of time it will
take us to complete our R&D services performance obligation. If we change our estimates, we may have to adjust our revenue. Refer to Note 6, Collaborative Arrangements and Licensing Agreements, for further discussion of the cumulative catch up adjustment we made.
Milestone Payments
When recognizing revenue related to milestone payments we typically make the following judgements and estimates:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Whether the milestone payment is probable (discussed in detail above under “Determining the transaction price, including any variable consideration”); and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Whether the milestone payment relates to services we are performing or if our partner is performing the services: |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | If we are performing services, we recognize revenue over our estimated period of performance in a similar manner to the amortization of upfront payments (discussed above under “Amortization of Upfront payments”). |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Conversely, we recognize in full those milestone payments that we earn based on our partners’ activities when our partner achieves the milestone event and we do not have a performance obligation. |
License Fees
When we grant a license for a medicine in clinical development, we generally recognize as R&D revenue the total amount
we determine to be the relative stand-alone selling price of a license when we deliver the license to our partner. For example, in 2021, we received a $200 million upfront payment when we entered into an agreement with AstraZeneca to jointly develop
and commercialize eplontersen. Refer to Note 1, Organization and Significant Accounting Policies, for our revenue recognition policy. We discuss
the estimates we make related to the relative stand-alone selling price of a license in detail above under “Allocating the transaction price to each of our performance obligations.”
Estimated Liability for Clinical Development Costs
We have numerous medicines in preclinical studies and/or clinical trials at clinical sites throughout the world. On at
least a quarterly basis, we estimate our liability for preclinical and clinical development costs we have incurred and services that we have received but for which we have not yet been billed and maintain an accrual to cover these costs. These costs
primarily relate to third-party clinical management costs, laboratory and analysis costs, toxicology studies and investigator grants. We estimate our liability using assumptions about study and patient activities and the related expected expenses for
those activities determined based on the contracted fees with our service providers. The assumptions we use represent our best estimates of the activity and expenses at the time of our accrual and involve inherent uncertainties and the application of
our judgment. Upon settlement, these costs may differ materially from the amounts accrued in our consolidated financial statements. Our historical accrual estimates have not been materially different from our actual amounts.
As of December 31, 2021, a hypothetical 10.0 percent increase in our liability for preclinical and clinical development
costs would have resulted in an increase in our loss before income tax benefit and accrued liabilities by approximately $6.6 million.
71
Results of Operations
Below we have included our results of operations for 2021 compared to 2020. Refer to our 2020 Form 10-K for our results of
operations for 2020 compared to 2019.
Years Ended December 31, 2021 and December 31, 2020
Revenue
Total revenue for 2021
was $810.5 million compared to $729.3
million in 2020 and was comprised of the following (amounts in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| Revenue: | |||||||
| Commercial revenue: | |||||||
| SPINRAZA royalties | $ | 267.8 | $ | 286.6 | |||
| TEGSEDI and WAYLIVRA revenue, net | 55.5 | 70.0 | |||||
| Licensing and other royalty revenue | 19.1 | 8.1 | |||||
| Total commercial revenue | 342.4 | 364.7 | |||||
| R&D revenue: | |||||||
| Amortization from upfront payments | 77.5 | 79.6 | |||||
| Milestone payments | 88.3 | 182.6 | |||||
| License fees | 291.3 | 86.0 | |||||
| Other services | 11.0 | 16.4 | |||||
| Total R&D revenue | 468.1 | 364.6 | |||||
| Total revenue | $ | 810.5 | $ | 729.3 |
Our revenue for 2021 increased compared to 2020 due to significant partner payments across our cardiology and neurology franchises. Our
commercial revenue for 2021 included SPINRAZA royalties, TEGSEDI and WAYLIVRA revenue and licensing and other royalty revenue. As a result of our distribution agreements with Sobi for TEGSEDI and WAYLIVRA, our commercial revenue from product sales
shifted to revenue from distribution fees based on net sales generated by Sobi. We completed the transition of our TEGSEDI and WAYLIVRA commercial operations in Europe and our TEGSEDI commercial operations in North America to Sobi in the first and
second quarters of 2021, respectively.
We earn our R&D revenue from multiple
sources that can fluctuate depending on the timing of events. Our R&D revenue increased in 2021 compared to 2020 primarily because we earned more revenue from license fees in 2021 than in 2020. Our R&D revenue in 2021 was comprised of $252
million from our cardiovascular franchise, including $200 million from AstraZeneca for its license of eplontersen and a $25 million milestone payment from Novartis when Novartis achieved 50 percent enrollment in the Phase 3 Lp(a) HORIZON study of
pelacarsen. Additionally, our R&D revenue in 2021 included $168 million from our neurology franchise, with $60 million
from Biogen for advancing ION306, our medicine in development for SMA based on new Ionis chemistry, and from advancing several other neurology targets.
72
Operating Expenses
Operating expenses for 2021
were $840.6 million, and decreased compared to $901.3
million for 2020. The decrease was principally due to $89.6
million of operating expenses related to the Akcea Merger and restructured European operations we incurred in 2020. Excluding expenses related to the Akcea Merger and restructured European operations, our operating expenses for 2021 increased
compared to 2020 due to an increase in R&D expenses, partially offset by a decrease in SG&A expenses. Higher R&D expenses were primarily driven by our investments in advancing our Phase 3 programs. Additionally, we recognized $35 million in
R&D expense in 2021 for licensing Bicycle’s technology. Lower SG&A expenses primarily reflected operating efficiencies achieved from integrating Akcea and restructuring our commercial operations.
Our operating expenses were as follows (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| Operating expenses, excluding non-cash compensation expense related to equity awards | $ | 696.0 | $ | 640.9 | |||
| Restructuring expenses | 23.9 | 30.3 | |||||
| Total operating expenses, excluding non-cash compensation expense related to equity awards | 719.9 | 671.2 | |||||
| Non-cash compensation expense related to equity awards | 120.7 | 170.8 | |||||
| Restructuring expenses related to acceleration of Akcea’s stock-based compensation expense due to Akcea Merger | — | 59.3 | |||||
| Total operating expenses | $ | 840.6 | $ | 901.3 |
In order to analyze and compare our results of operations to other similar companies, we believe it is important to
exclude non-cash compensation expense related to equity awards from our operating expenses. We believe non-cash compensation expense related to equity awards is not indicative of our operating results or cash flows from our operations. Further, we
internally evaluate the performance of our operations excluding it.
Cost of Sales
Our cost of sales consisted of manufacturing costs, including certain fixed costs, transportation and freight,
indirect overhead costs associated with the manufacturing and distribution of TEGSEDI and WAYLIVRA and certain associated period costs.
Our cost of sales were as follows (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| Cost of sales, excluding non-cash compensation expense related to equity awards | $ | 10.4 | $ | 10.0 | |||
| Non-cash compensation expense related to equity awards | 0.4 | 1.9 | |||||
| Total cost of sales | $ | 10.8 | $ | 11.9 |
Our cost of sales, excluding non-cash compensation expense related to equity awards, for 2021 were consistent with
2020.
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Research, Development and Patent Expenses
Our research, development and patent expenses consist of expenses for antisense drug discovery, antisense drug
development, manufacturing and development chemistry and R&D support expenses.
The following table sets forth information on research, development and patent expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| Research, development and patent expenses, excluding non-cash compensation expense related to equity awards | $ | 547.4 | $ | 411.3 | |||
| Restructuring expenses | 8.5 | 8.2 | |||||
| Total research, development and patent expenses, excluding non-cash compensation expense related to equity awards | 555.9 | 419.5 | |||||
| Non-cash compensation expense related to equity awards | 87.6 | 115.6 | |||||
| Total research, development and patent expenses | $ | 643.5 | $ | 535.1 |
Antisense Drug Discovery
We use our proprietary antisense technology to generate information about the function of genes and to determine the value
of genes as drug discovery targets. We use this information to direct our own antisense drug discovery research, and that of our partners. Antisense drug discovery is also the function that is responsible for advancing our antisense core technology.
This function is also responsible for making investments in complementary technologies to expand the reach of antisense technology.
Our antisense drug discovery expenses were as follows (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| Antisense drug discovery expenses, excluding non-cash compensation expense related to equity awards | $ | 136.6 | $ | 89.2 | |||
| Non-cash compensation expense related to equity awards | 21.4 | 24.2 | |||||
| Total antisense drug discovery expenses | $ | 158.0 | $ | 113.4 |
Antisense drug discovery expenses, excluding non-cash compensation expense related to equity awards, increased in 2021
compared to 2020 primarily due to $35 million in R&D expense that we recognized in 2021 for licensing Bicycle’s technology as discussed above.
Antisense Drug Development
The following table sets forth drug development expenses, including expenses for our marketed medicines and those in Phase
3 development for which we have incurred significant costs (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| TEGSEDI and WAYLIVRA | $ | 11.4 | $ | 20.3 | |||
| Eplontersen | 79.1 | 34.0 | |||||
| Olezarsen | 22.0 | 5.6 | |||||
| Donidalorsen | 6.7 | 6.4 | |||||
| ION363 | 7.7 | 2.6 | |||||
| Other antisense development projects | 104.5 | 69.9 | |||||
| Development overhead expenses | 83.7 | 85.9 | |||||
| Restructuring expenses | 7.7 | 8.0 | |||||
| Total antisense drug development, excluding non-cash compensation expense related to equity awards | 322.8 | 232.7 | |||||
| Non-cash compensation expense related to equity awards | 39.2 | 63.7 | |||||
| Total antisense drug development expenses | $ | 362.0 | $ | 296.4 |
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Our development expenses, excluding non-cash compensation expense related to equity awards, increased in 2021 compared to
2020 primarily due to our numerous ongoing Phase 3 programs in addition to our advancing and expanding mid-stage pipeline.
We may conduct multiple clinical trials on a drug candidate, including multiple clinical trials for the various
indications we may be studying. Furthermore, as we obtain results from trials, we may elect to discontinue clinical trials for certain drug candidates in certain indications in order to focus our resources on more promising drug candidates or
indications. Our Phase 1 and Phase 2 programs are clinical research programs that fuel our Phase 3 pipeline. When our medicines are in Phase 1 or Phase 2 clinical trials, they are in a dynamic state in which we may adjust the development strategy for
each medicine. Although we may characterize a medicine as “in Phase 1” or “in Phase 2,” it does not mean that we are conducting a single, well-defined study with dedicated resources. Instead, we allocate our internal resources on a shared basis across
numerous medicines based on each medicine’s particular needs at that time. This means we are constantly shifting resources among medicines. Therefore, what we spend on each medicine during a particular period is usually a function of what is required
to keep the medicines progressing in clinical development, not what medicines we think are most important. For example, the number of people required to start a new study is large, the number of people required to keep a study going is modest and the
number of people required to finish a study is large. However, such fluctuations are not indicative of a shift in our emphasis from one medicine to another and cannot be used to accurately predict future costs for each medicine. And, because we always
have numerous medicines in preclinical and early stage clinical research, the fluctuations in expenses from medicine to medicine, in large part, offset one another. If we partner a medicine, it may affect the size of a trial, its timing, its total cost
and the timing of the related costs.
Manufacturing and Development Chemistry
Expenditures in our manufacturing and development chemistry function consist primarily of personnel costs, specialized
chemicals for oligonucleotide manufacturing, laboratory supplies and outside services. Our manufacturing and development chemistry function is responsible for providing drug supplies to antisense drug development and our collaboration partners. Our
manufacturing procedures include testing to satisfy good laboratory and good manufacturing practice requirements.
Our manufacturing and development chemistry expenses were as follows (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| Manufacturing and development chemistry expenses, excluding non-cash compensation expense related to equity awards | $ | 47.2 | $ | 55.7 | |||
| Restructuring expenses | 0.8 | 0.2 | |||||
| Total manufacturing and development chemistry expenses, excluding non-cash compensation expense related to equity awards | 48.0 | 55.9 | |||||
| Non-cash compensation expense related to equity awards | 11.5 | 10.9 | |||||
| Total manufacturing and development chemistry expenses | $ | 59.5 | $ | 66.8 |
Manufacturing and development chemistry expenses, excluding non-cash compensation expense related to equity awards,
decreased in 2021 compared to 2020 due to costs we incurred to manufacture API for olezarsen and eplontersen in 2020.
R&D Support
In our research, development and patent expenses, we include support costs such as rent, repair and maintenance for
buildings and equipment, utilities, depreciation of laboratory equipment and facilities, amortization of our intellectual property, informatics costs, procurement costs and waste disposal costs. We call these costs R&D support expenses.
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The following table sets forth information on R&D support expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| Personnel costs | $ | 17.7 | $ | 14.7 | |||
| Occupancy | 13.1 | 10.2 | |||||
| Patent expenses | 5.3 | 4.1 | |||||
| Insurance | 3.2 | 2.4 | |||||
| Computer software and licenses | 1.8 | 2.9 | |||||
| Other | 7.3 | 7.4 | |||||
| Restructuring expenses | 0.1 | — | |||||
| Total R&D support expenses, excluding non-cash compensation expense related to equity awards | 48.5 | 41.7 | |||||
| Non-cash compensation expense related to equity awards | 15.5 | 16.8 | |||||
| Total R&D support expenses | $ | 64.0 | $ | 58.5 |
R&D support expenses, excluding non-cash compensation expense related to equity awards, increased in 2021 compared to
2020. The increase was primarily related to increased personnel and occupancy costs to support advancing our pipeline and our technology.
Selling, General and Administrative Expenses
Selling, general and administrative, or SG&A, expenses include personnel and outside costs associated with the
pre-commercialization and commercialization activities for our medicines and costs to support our company, our employees and our stockholders including, legal, human resources, investor relations, and finance. Additionally, we include in selling,
general and administrative expenses such costs as rent, repair and maintenance of buildings and equipment, depreciation and utilities costs that we need to support the corporate functions listed above. We also include fees we owe under our in-licensing
agreements related to SPINRAZA.
The following table sets forth information on SG&A expenses (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| Selling, general and administrative expenses, excluding non-cash compensation expense related to equity awards | $ | 138.1 | $ | 219.7 | |||
| Restructuring expenses | 15.4 | 22.1 | |||||
| Total selling, general and administrative expenses, excluding non-cash compensation related to equity awards | 153.5 | 241.8 | |||||
| Non-cash compensation expense related to equity awards | 32.8 | 112.5 | |||||
| Total selling, general and administrative expenses | $ | 186.3 | $ | 354.3 |
SG&A expenses, excluding non-cash compensation expense related to equity awards, decreased in 2021 compared to 2020 due to operating
efficiencies achieved from the Akcea Merger and restructuring our commercial operations. Non-cash compensation expense related to equity awards decreased in 2021 compared to 2020 due to reduced headcount as a result of the Akcea Merger and
restructuring our commercial operations. In addition, our SG&A expenses in 2020 included non-cash stock-based compensation expense of $42.0 million related
to the Akcea Merger and restructured European operations.
Investment Income
Investment income for 2021
was $10.0 million compared to $30.6
million for 2020. The decrease in investment income was primarily due to a decrease in interest rates during 2021 compared to 2020.
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Interest Expense
The following table sets forth information on interest expense (in millions):
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| (as revised*) | |||||||
| Convertible senior notes: | |||||||
| Non-cash amortization of the debt discounts and debt issuance costs | $ | 4.9 | $ | 3.2 | |||
| Interest expense payable in cash | 1.9 | 3.8 | |||||
| Interest on mortgage for primary R&D and manufacturing facilities | 2.4 | 2.4 | |||||
| Other | 0.1 | 0.1 | |||||
| Total interest expense | $ | 9.3 | $ | 9.5 |
| Column 1 | Column 2 |
|---|---|
| * | We revised our 2020 amounts to reflect the simplified convertible instruments accounting guidance, which we adopted retrospectively. Refer to Note 1, Organization and Significant Accounting Policies, for further information. |
Gain on Investments
Gain on investments for 2021 was $10.1 million compared to $16.5 million for 2020. During 2021, we revalued our investments in Bicycle and ProQR because we recognize publicly traded equity securities at fair value and recognized gains of $7.1 million and
$1.8 million on our investments, respectively. During 2020, we revalued our investments in three privately held companies, Dynacure, Suzhou-Ribo and Aro Biotherapeutics
because the companies sold additional equity securities that were similar to the equity we own. As a result of these observable price changes in 2020, we recognized a total gain of $14.8 million on our investments in these companies during 2020
because the sales were at higher prices compared to our recorded value.
Early Retirement of Debt
As a result of the debt offering and debt repurchase completed in April 2021, we recorded an $8.6 million loss on early
retirement of debt, reflecting the early retirement of a portion of our 1% Notes. The loss on the early retirement of our debt is the difference between the amount we paid to retire our 1% Notes and the net carrying balance of the liability at the time
that we retired the debt.
Income Tax Expense (Benefit)
We recorded an income tax benefit of $0.6 million for 2021 compared to an income tax expense of $345.2 million for 2020.
Our 2020 income tax expense included a non-cash tax expense of $341 million related to an increase in the valuation allowance recorded against Ionis’ U.S. federal net deferred tax assets in 2020. We now maintain a valuation allowance against all our
consolidated U.S. federal and state net deferred tax assets. Refer to Note 5, Income Taxes, in the Notes to our consolidated financial statements
for further details on our valuation allowance.
Net Loss
We generated a net loss of $28.6
million for 2021 compared to $479.7
million for 2020. Our net loss decreased for 2021 compared to 2020 primarily due to the valuation allowance we recorded in 2020 as a result of
the Akcea Merger, as discussed above in the income tax expense (benefit) section. In addition, our revenue increased and expenses decreased year-over-year, as discussed above in the revenue and expenses sections, respectively.
Net Loss Attributable to Noncontrolling Interest in Akcea Therapeutics, Inc.
Our noncontrolling interest in Akcea on our statement of operations for 2020 was a net loss of $35.5 million. This amount represents the portion of Akcea’s net loss that third parties owned for the period from January 1, 2020 until we acquired 100 percent of Akcea in October 2020.
After we completed the Akcea Merger in October 2020, we no longer recorded any adjustment related to noncontrolling interest for Akcea’s net loss.
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Net Loss Attributable to Ionis Pharmaceuticals, Inc. Common Stockholders and Net Loss per Share
We had a net loss attributable to our common stockholders of $28.6 million for 2021 compared to $444.3 million in 2020. Basic and diluted net loss per share for 2021 were each $0.20. Basic and diluted net loss per share for 2020 were each $3.18.
Liquidity and Capital Resources
We have financed our operations primarily
from research and development collaborative agreements. We also finance our operations from commercial revenue from SPINRAZA royalties and TEGSEDI and WAYLIVRA commercial revenue. From our inception through December 31, 2021, we have earned approximately $5.8 billion in revenue. We have also financed our operations
through the sale of our equity securities and the issuance of long-term debt. From the time we were founded through December 31, 2021, we have raised net proceeds of approximately $2.0 billion from the sale of our equity securities. Additionally, we borrowed approximately $2.1 billion under long-term debt arrangements to finance a portion of our operations over the same
time period.
Our cash, cash equivalents and short-term
investments, debt obligations and working capital increased from 2020 to 2021, primarily as a result of receiving more than $760 million in payments from partners in 2021 and issuing $632.5 million of 0% Notes (due in April 2026). This increase was
partially offset by our repurchase of $247.9 million of our 1% Notes in April 2021 and payment of the remaining principal balance of our 1% Notes with $62.0 million of cash at maturity in November 2021. At December 31, 2021, we had $2.1 billion of
cash and short-term investments on hand. We believe our cash and short-term investment balance is sufficient to fund our operations in the short-term and in the longer-term. In 2021 our working capital increased because our cash and
investments increased as discussed above.
The following table summarizes our contractual obligations as of December 31, 2021. The table provides a breakdown of when obligations become due. We provide a more detailed description of the major components of our debt in Note 3, Long-Term Obligations and Commitments.
| Contractual Obligations | Payments Due by Period (in millions) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (selected balances described below) | Total | Less than 1 year | More than 1 year | ||||||||
| 0% Notes (principal payable) | $ | 632.5 | $ | — | $ | 632.5 | |||||
| 0.125% Notes (principal and interest payable) | 550.9 | 0.7 | 550.2 | ||||||||
| Building mortgage payments (principal and interest payable) | 73.4 | 2.7 | 70.7 | ||||||||
| Operating leases | 27.5 | 4.1 | 23.4 | ||||||||
| Other obligations (principal and interest payable) | 0.8 | 0.1 | 0.7 | ||||||||
| Total | $ | 1,285.1 | $ | 7.6 | $ | 1,277.5 |
Our contractual obligations consist primarily of our convertible debt. In addition, we also have facility mortgages, facility leases,
equipment financing arrangements and other obligations. Due to the uncertainty with respect to the timing of future cash flows associated with our unrecognized tax benefits, we are unable to make reasonably reliable estimates of the period of cash
settlement with the respective taxing authorities. Therefore, we have excluded our gross unrecognized tax benefits from our contractual obligations table above. We have not entered into, nor do we currently have, any off-balance sheet arrangements (as
defined under SEC rules).
Convertible Debt and Call Spread
Refer to our Convertible Debt and Call Spread accounting
policies in Note 1, Organization and Significant Accounting Policies, and Note 3, Long-Term Obligations and Commitments,
in the Notes to our consolidated financial statements for the significant terms of each convertible debt instrument.
Research and Development and Manufacturing Facilities
Refer to Note 3, Long-Term Obligations
and Commitments, in the Notes to our consolidated financial statements for further details on our research and development and manufacturing facilities.
Operating Leases
Refer to Note 3, Long-Term Obligations and
Commitments, in the Notes to our consolidated financial statements for further details on our operating leases.
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Other Obligations
In addition to contractual obligations, we had outstanding purchase orders as of December 31, 2021 for the purchase of
services, capital equipment and materials as part of our normal course of business.
We may enter into additional collaborations with partners which could provide for additional revenue to us and we may
incur additional cash expenditures related to our obligations under any of the new agreements we may enter into. We currently intend to use our cash, cash equivalents and short-term investments to finance our activities. However, we may also pursue
other financing alternatives, like issuing additional shares of our common stock, issuing debt instruments, refinancing our existing debt, or securing lines of credit. Whether we use our existing capital resources or choose to obtain financing will
depend on various factors, including the future success of our business, the prevailing interest rate environment and the condition of financial markets generally.