Net Income (Loss) per Common Share (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income (Loss) per Common Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Computations for Basic and Diluted Net Income (Loss) Per Common Share |
The computations for basic and diluted net income (loss) per common share were as follows (in thousands, except share and per share amounts):
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Potentially Dilutive Common Stock Equivalents Excluded from Computation of Diluted Net Income (Loss) per Common Share |
As of June 30, 2024 and 2023, the following
potentially dilutive common stock equivalents were excluded from the computation of diluted net income (loss) per common share:
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- References No definition available.
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- Definition Tabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Share-Based Compensation |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation |
Note 10—Share-Based Compensation
(A) RSL Equity Incentive Plans
RSL has three equity incentive
plans: the Roivant Sciences Ltd. 2021 Equity Incentive Plan (the “RSL 2021 EIP”), the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan, and the Roivant Sciences Ltd. Amended and Restated 2015 Restricted Stock Unit Plan
(collectively, the “RSL Equity Plans”). The RSL 2021 EIP was approved and adopted in connection with the Business Combination and became effective immediately prior to closing. At June 30, 2024, a total of 37,558,162 common shares were available for future grants under the RSL 2021 EIP.
Stock Options and Performance Stock Options
Activity for stock options and performance stock options under the RSL Equity Plans for the three months ended June 30, 2024 was as follows:
Restricted Stock Units and Performance Stock Units
Activity for restricted stock units and performance stock units under the RSL Equity Plans for the three months ended June 30, 2024 was as
follows:
Capped Value Appreciation Rights
March 2020 CVAR Grants
As of June 30, 2024, 17,548,368 CVARs remain outstanding. These CVARs had met the service vesting
condition as of June 30, 2024 but have not satisfied their applicable hurdle price on an applicable hurdle measurement date.
November 2021 CVAR Grants
Activity for CVARs granted in November 2021 under the RSL 2021 EIP for the three months ended June 30, 2024 was as follows:
During the three months ended June 30, 2024, 290,968 common shares were issued upon their settlement.
(B) Subsidiary Equity Incentive Plans
Certain subsidiaries of
RSL adopt their own equity incentive plan (“EIP”). Each EIP is generally structured so that the applicable subsidiary, and its affiliates’ employees, directors, officers, and consultants are eligible to receive non-qualified and incentive
stock options, stock appreciation rights, restricted share awards, restricted stock unit awards, and other share awards under their respective EIP. The Company recorded share-based compensation expense of $17.5 million and $14.9 million for
the three months ended June 30, 2024 and 2023, respectively, related to subsidiary EIPs.
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- Definition The entire disclosure for share-based payment arrangement. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- References No definition available.
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- Definition Amount of cumulative payment for debt instrument. No definition available.
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- References No definition available.
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- Definition The maximum milestone payment obligation. No definition available.
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- Definition The maximum milestone payment obligation eliminated. No definition available.
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- Definition The maximum milestone payment offset amount. No definition available.
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- Definition The milestone payment due over six-year period. No definition available.
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- Definition Amount of milestone payment obligation to be paid in next fiscal year following current fiscal year. No definition available.
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- Definition Amount of milestone payment obligation to be paid in second fiscal year following current fiscal year. No definition available.
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- Definition Total required debt instrument quarterly payments eliminated. No definition available.
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- Definition Amount represents the aggregate remaining cash payment obligation under the NovaQuest Agreement Amendment. No definition available.
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- Definition The amount of third party ownership of subsidiary fair value. No definition available.
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- Definition Third party ownership of subsidiary. No definition available.
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- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Description of the frequency of periodic payments (monthly, quarterly, annual). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Period of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
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- Definition The fair value amount of long-term debt whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- References No definition available.
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- Definition The cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This item represents the amount of short-term debt existing as of the balance sheet date. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of gain (loss) on fair value of debt and liability instruments. No definition available.
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- Definition Amount of subsidiary shares issued in consideration for debt renegotiation. No definition available.
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- Definition Amount of noncash dividends payable. No definition available.
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- Definition Amount of expense or loss included in net income that result in no cash flow, classified as other. No definition available.
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- Definition Payments of Taxes for the Repurchase of Equity. No definition available.
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- Definition The cash outflow for debt repayment of long-term debt and convertible debt by subsidiary during the period. No definition available.
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- References No definition available.
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- Definition Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Definition The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies. Excludes amounts for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of cash outflow for principal payment on finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of gain (loss) on sale or disposal of assets, including but not limited to property plant and equipment, intangible assets and equity in securities of subsidiaries or equity method investee. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of realized and unrealized gain (loss) on investment. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Change in recurring obligations of a business that arise from the acquisition of merchandise, materials, supplies and services used in the production and sale of goods and services. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Definition Amount of increase (decrease) in obligation for operating lease. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of increase (decrease) in current assets classified as other. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of increase (decrease) in operating assets after deduction of operating liabilities classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Definition Amount of periodic reduction over lease term of carrying amount of right-of-use asset from operating lease. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of income (expense) included in net income that results in no cash inflow (outflow), classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash (inflow) outflow from investing activities classified as other. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The cash outflow to reacquire common stock during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash inflow from exercise of option under share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of noncash expense for share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Fair Value Measurements (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities are Measured at Fair Value on Recurring Basis |
The
following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2024 and March 31, 2024, by level, within the fair value hierarchy (in thousands):
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Changes in Fair Value of the Level 3 Assets |
The changes in fair value of the Level 3
assets during the three months ended June 30, 2024 and 2023 were as follows (in thousands):
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Changes in Fair Value of the Level 3 Liabilities |
The changes in fair value of the Level 3 liabilities during the three months ended June 30, 2024 and 2023 were as follows (in thousands):
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Earn-Out Shares [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Calculation Using Significant Unobservable Inputs | Significant unobservable inputs used to calculate the fair value of the Earn-Out
Shares included the following:
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Datavant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Calculation Using Significant Unobservable Inputs | The fair value was calculated using significant unobservable inputs including the following:
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- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Tabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition This represent the aggregate equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock. No definition available.
|
X | ||||||||||
- Definition Commitment amount to Dermavant in exchange for convertible preferred shares with a 1.5x liquidation preference on invested capital. No definition available.
|
X | ||||||||||
- Definition The common shares aggregate offering price authorized remaining capacity to issue under equity offering program. No definition available.
|
X | ||||||||||
- Definition The common shares aggregate offering price authorized to issue under equity offering program. No definition available.
|
X | ||||||||||
- Definition Contributed amount in exchange for convertible preferred shares with a 1.5x liquidation preference on invested capital. No definition available.
|
X | ||||||||||
- Definition Describe the conversion rate of preferred stock if preferred stock is convertible. No definition available.
|
X | ||||||||||
- Definition This represents the number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock. No definition available.
|
X | ||||||||||
- Definition As part of the Debt Renegotiation, percentage of issued and outstanding common and preferred shares. No definition available.
|
X | ||||||||||
- Definition Amount authorized for purchase of share under share repurchase plan. Includes, but is not limited to, repurchase of stock and unit of ownership. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Fair value of the entity's equity. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
|
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- References No definition available.
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- Details
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- Details
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- Details
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Subsequent Events |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events |
Note 16—Subsequent Events
In July 2024, the Compensation Committee of the Board of Directors approved a multi-year incentive compensation program for each of Matthew Gline,
Chief Executive Officer; Mayukh Sukhatme, President and Chief Investment Officer; and Eric Venker, President and Chief Operating Officer. The program primarily consists of two key components: (i) one-time cash retention awards and (ii) long-term
equity incentive awards granted in the form of performance restricted stock units (“PSUs”) with both a performance- and a time-vesting component, time-vesting restricted stock units, and time-vesting stock options. The Company is evaluating the
accounting for these awards and will include relevant disclosures in its Form 10-Q for the three months ending September 30, 2024.
A summary of the awards approved is as follows:
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Insider Trading Arrangements |
3 Months Ended |
---|---|
Jun. 30, 2024
shares
| |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement |
Rule 10b5-1 Trading Arrangements
During
the three months ended June 30, 2024, the officer listed below adopted a trading plan intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c) under the Exchange Act.
On
June 25, 2024, Eric Venker,
our President, Chief Operating Officer, entered into a trading plan that provides for the sale of up to 2,381,883 common shares underlying stock options to purchase common shares. The plan will expire on September 23, 2025, subject to early termination for
certain specified events set forth in the plan.
|
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Sale [Member] | |
Trading Arrangements, by Individual | |
Expiration Date | September 23, 2025 |
Aggregate Available | 2,381,883 |
Sale [Member] | Eric Venker [Member] | |
Trading Arrangements, by Individual | |
Name | Eric Venker |
Title | President, Chief Operating Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 25, 2024 |
X | ||||||||||
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- References Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- References Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- References Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- References Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- References Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
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- Details
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|
Revenue (Details) - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | |
---|---|---|---|
Jul. 31, 2024 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
License, Milestone and Other Revenue [Abstract] | |||
Revenue | $ 55,132 | $ 21,624 | |
License, Milestone and Other Revenue [Member] | |||
License, Milestone and Other Revenue [Abstract] | |||
Revenue | 36,765 | $ 4,965 | |
Collaboration and License Agreement [Member] | Dermavant [Member] | Subsequent Event [Member] | |||
License, Milestone and Other Revenue [Abstract] | |||
Milestone payments received | $ 28,000 | ||
Collaboration and License Agreement [Member] | License, Milestone and Other Revenue [Member] | Dermavant [Member] | |||
License, Milestone and Other Revenue [Abstract] | |||
Revenue | $ 28,000 |
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The amount of payment received upon development milestone was achieved. No definition available.
|
X | ||||||||||
- Definition Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
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|
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|
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|
Certain Balance Sheet Components, Other Current Assets (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Mar. 31, 2024 |
---|---|---|
Other Current Assets [Abstract] | ||
Prepaid expenses | $ 57,282 | $ 55,096 |
Trade receivables, net | 79,791 | 53,545 |
Restricted Cash | 5,409 | 5,367 |
Inventory | 33,997 | 35,251 |
Income tax receivable | 2,397 | 1,827 |
Interest receivable | 22,646 | 27,441 |
Milestone receivable | 110,387 | 0 |
Other | 11,076 | 17,595 |
Total other current assets | $ 322,985 | $ 196,122 |
X | ||||||||||
- Definition The amount of milestone receivable. No definition available.
|
X | ||||||||||
- Definition Amount of other current assets classified as other. No definition available.
|
X | ||||||||||
- Definition Carrying amount due within one year of the balance sheet date (or one operating cycle, if longer) from tax authorities as of the balance sheet date representing refunds of overpayments or recoveries based on agreed-upon resolutions of disputes. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Carrying amount as of the balance sheet date of interest earned but not received. Also called accrued interest or accrued interest receivable. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Amount of current assets classified as other. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition The total amount due to the entity within one year of the balance sheet date (or one operating cycle, if longer) from outside sources, including trade accounts receivable, notes and loans receivable, as well as any other types of receivables, net of allowances established for the purpose of reducing such receivables to an amount that approximates their net realizable value. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Amount of cash restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Amount of increase to additional paid-in capital (APIC) and Noncontrolling Interest for recognition of cost for award under share-based payment arrangement. No definition available.
|
X | ||||||||||
- Definition Capital Contributions To Subsidiaries No definition available.
|
X | ||||||||||
- Definition Dividend declared by subsidiary. No definition available.
|
X | ||||||||||
- Definition Number of common shares issuance of subsidiary to the Company. No definition available.
|
X | ||||||||||
- Definition The amount net common shares issued of subsidiary to the company, net of issuance costs. No definition available.
|
X | ||||||||||
- Definition The number of shares issued in connection with equity incentive plans and tax withholding payments. No definition available.
|
X | ||||||||||
- Definition The value of stock issued in connection with equity incentive plans and tax withholding payments. No definition available.
|
X | ||||||||||
- Definition The amount of subsidiary stock issued as a result of stock options exercised. No definition available.
|
X | ||||||||||
- Definition Amount of gain (loss) recognized in other comprehensive income (OCI) from liability measured at fair value on recurring basis using unobservable input (level 3). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
|
X | ||||||||||
- Definition Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to parent entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Number of shares issued which are neither cancelled nor held in the treasury. No definition available.
|
X | ||||||||||
- Definition Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Long-Term Debt (Tables) - Dermavant [Member] |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Funding Agreement with NovaQuest [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt |
The carrying balance of the debt issued to NovaQuest was as follows (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit Facility with XYQ Luxco [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt |
Outstanding debt obligations to XYQ Luxco were as follows (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue Interest Purchase and Sale Agreement with XYQ Luxco, NovaQuest [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt |
The RIPSA carrying balance was as follows (in thousands):
|
X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
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|
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|
X | ||||||||||
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|
Long-Term Debt, Credit Facility with XYQ Luxco (Details) - USD ($) $ in Thousands |
1 Months Ended | |||
---|---|---|---|---|
May 31, 2021 |
Jun. 30, 2024 |
May 31, 2024 |
Mar. 31, 2024 |
|
Outstanding Debt Obligations [Abstract] | ||||
Total debt, net | $ 311,716 | $ 430,591 | ||
Less: current portion | (12,000) | (12,000) | ||
Dermavant [Member] | Credit Facility with XYQ Luxco [Member] | ||||
Loan and Credit Agreements by Dermavant [Abstract] | ||||
Proceeds from Lines of Credit | $ 40,000 | |||
Interest rate | 10.00% | |||
Debt instrument exit fee and end of term charge | $ 5,000 | |||
Reduction in exit fee | $ 4,000 | |||
Outstanding Debt Obligations [Abstract] | ||||
Principal amount | 40,000 | 40,000 | ||
Exit fee | 5,000 | 5,000 | ||
Less: unamortized discount and debt issuance costs | (7,190) | (7,514) | ||
Total debt, net | 37,810 | 37,486 | ||
Less: current portion | 0 | 0 | ||
Total long-term debt, net | $ 37,810 | $ 37,486 | ||
Dermavant [Member] | Credit Facility Amendment [Member] | ||||
Loan and Credit Agreements by Dermavant [Abstract] | ||||
Interest rate | 12.25% |
X | ||||||||||
- Definition Amount of expenses associated with exit fee of debt instrument. No definition available.
|
X | ||||||||||
- Definition The amount of expenses associated with exit fee and end of term charge of debt instrument. No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of the fee that accompanies borrowing money under the debt instrument. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of unamortized debt discount (premium) and debt issuance costs. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt classified as current. Excludes lease obligation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt classified as noncurrent. Excludes lease obligation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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X | ||||||||||
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|
Equity Method Investments, Investment in Datavant (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Mar. 31, 2024 |
|
Investments [Abstract] | |||
Aggregate fair value investment | $ 262,979 | $ 247,753 | |
Datavant Merger [Member] | |||
Investments [Abstract] | |||
Equity method investment ownership percentage | 9.00% | ||
Aggregate fair value investment | $ 142,900 | $ 147,500 | |
Unrealized gain (losses) on investments | $ (4,600) | $ 20,900 |
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Fair value portion of investment securities, including, but not limited to, marketable securities, derivative financial instruments, and investments accounted for under the equity method. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Amount of unrealized gain (loss) on investment. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
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- Details
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- Definition Boolean flag that is true when the XBRL content amends previously-filed or accepted submission. No definition available.
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- Definition Area code of city No definition available.
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X | ||||||||||
- Definition Region code of country No definition available.
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- Definition End date of current fiscal year in the format --MM-DD. No definition available.
|
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- Definition Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY. No definition available.
|
X | ||||||||||
- Definition This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
|
X | ||||||||||
- Definition For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD. No definition available.
|
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- Definition Boolean flag that is true only for a form used as an quarterly report. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition Boolean flag that is true only for a form used as a transition report. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'. No definition available.
|
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- Definition Address Line 1 such as Attn, Building Name, Street Name No definition available.
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X | ||||||||||
- Definition Address Line 2 such as Street or Suite number No definition available.
|
X | ||||||||||
- Definition Name of the City or Town No definition available.
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- Definition ISO 3166-1 alpha-2 country code. No definition available.
|
X | ||||||||||
- Definition Code for the postal or zip code No definition available.
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X | ||||||||||
- Definition A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument. No definition available.
|
X | ||||||||||
- Definition Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
|
X | ||||||||||
- Definition Indicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen. No definition available.
|
X | ||||||||||
- Definition Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition Two-character EDGAR code representing the state or country of incorporation. No definition available.
|
X | ||||||||||
- Definition Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
X | ||||||||||
- Definition The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition Indicates that the company is a Smaller Reporting Company (SRC). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition Local phone number for entity. No definition available.
|
X | ||||||||||
- Definition Title of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Name of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition Trading symbol of an instrument as listed on an exchange. No definition available.
|
X | ||||||||||
- Definition Amount of acquired in-process research and development expense. No definition available.
|
X | ||||||||||
- Definition Amount of gain (loss) on fair value of debt and liability instruments. No definition available.
|
X | ||||||||||
- Definition Amount of gain (loss) on sale of assets, including but not limited to property plant and equipment, intangible assets and equity in securities of subsidiaries or equity method investee. No definition available.
|
X | ||||||||||
- Definition Interest income on nonoperating activities. No definition available.
|
X | ||||||||||
- Definition The total amount of operating cost and expense. No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of realized and unrealized gain (loss) on investment. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of interest expense classified as operating and nonoperating. Includes, but is not limited to, cost of borrowing accounted for as interest expense. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of Net Income (Loss) attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The net result for the period of deducting operating expenses from operating revenues. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Amount of income (expense) related to nonoperating activities, classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of expense for research and development. Includes, but is not limited to, cost for computer software product to be sold, leased, or otherwise marketed and writeoff of research and development assets acquired in transaction other than business combination or joint venture formation or both. Excludes write-down of intangible asset acquired in business combination or from joint venture formation or both, used in research and development activity. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Summary of Significant Accounting Policies |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies |
Note 2—Summary of Significant Accounting Policies
(A) Basis of Presentation and Principles of Consolidation
The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30, and December 31.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States (“U.S. GAAP”) for interim financial information and follow the requirements of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited condensed
consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be
condensed or omitted. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements.
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial
statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024 filed with the SEC. The unaudited condensed consolidated balance sheet at March 31, 2024 has been derived from the audited
consolidated financial statements at that date. In the opinion of management, the unaudited condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary to present fairly the financial
position of the Company and its results of operations and cash flows for the interim periods presented. Operating results for the three months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal
year ending March 31, 2025, for any other interim period, or for any other future year.
Any references in these notes to applicable accounting guidance are meant to refer to the authoritative U.S. GAAP as found in the Accounting
Standards Codification (‘‘ASC’’) and Accounting Standards Updates (‘‘ASU’’) of the Financial Accounting Standards Board (‘‘FASB’’). The unaudited condensed consolidated financial statements include the accounts of RSL and the subsidiaries in
which it has a controlling financial interest, most often through a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation.
For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net loss attributable to
noncontrolling interests in its unaudited condensed consolidated statements of operations equal to the noncontrolling interest’s proportionate share of the respective operations. The Company presents noncontrolling interests as a component of
shareholders’ equity on its unaudited condensed consolidated balance sheets.
The Company accounts for changes in its ownership interest in its subsidiaries while control is retained as equity transactions. The carrying
amount of the noncontrolling interest is adjusted to reflect the change in the ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest
is adjusted is recognized within shareholders’ equity attributable to RSL.
(B) Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development
costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
(C) Concentrations
Financial instruments that potentially subject the Company to
concentration of credit risk include cash and cash equivalents. The Company maintains cash deposits and cash equivalents in highly-rated, federally-insured financial institutions in excess of federally insured limits. The Company has established
guidelines relative to diversification and maturities to maintain safety and liquidity. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit
risk related to these instruments.
The Company has long-lived assets in different geographic locations. As of June 30, 2024 and March 31, 2024, a majority of the Company’s
long-lived assets were located in the United States (‘‘U.S.’’).
(D) Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash. The Company
considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
Cash as reported in the accompanying condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and
restricted cash as presented on the accompanying condensed consolidated balance sheets as follows (in thousands):
(E) Contingencies
The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually
assesses any litigation or other claims it may confront to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at
which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the
Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the contingent loss, including an estimable range, if possible.
(F) Investments
Investments in equity securities for which the Company does not have control or significant influence may be accounted for using (i) the fair
value option, if elected, (ii) fair value through earnings, if fair value is readily determinable or (iii) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment
and observable price changes, as applicable. The election to use the measurement alternative is made for each eligible investment.
The Company has elected the fair value option to account for certain investments over which the Company has significant influence. The Company
believes the fair value option best reflects the underlying economics of the investment. See Note 4, “Equity Method Investments.”
(G) Fair Value Measurements
The Company utilizes fair value measurement guidance prescribed by U.S. GAAP to value its financial instruments. The guidance establishes a fair
value hierarchy for financial instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market
participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would
use in pricing the asset or liability and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the reporting date. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value
hierarchy that distinguishes among the following:
To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value
requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the
lowest level of any input that is significant to the fair value measurement.
The Company’s financial instruments include shares of common stock of Arbutus Biopharma Corporation (“Arbutus”); Class A units of Heracles Parent,
L.L.C. (“Datavant”); liability instruments issued, including the earn-out shares liabilities issued in connection with the Company’s business combination with MAAC (as discussed in Note 13, “Earn-Out Shares”); its investments in other entities;
cash and cash equivalents consisting of money market funds; accounts payable; and long-term debt.
The shares of Arbutus common stock and
investments in common stock with a readily determinable fair value are classified as Level 1, and their fair value is determined based upon quoted market prices in an active market. The Class A units of Datavant and liability instruments issued
are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. Cash and accounts payable are stated at their respective historical carrying amounts, which
approximate fair value due to their short-term nature. Money market funds are included in Level 1 of the fair value hierarchy and are valued at the closing price reported by an actively traded exchange. Long-term debt issued by Dermavant for
which the fair value option has been elected is included in Level 3 of the fair value hierarchy as the assumptions and estimates used in the valuation are unobservable in the market. Other long-term debt issued by Dermavant is recorded at amortized cost under the interest method.
(H) Significant Accounting Policies
There were no significant changes to the Company’s significant accounting policies from those disclosed in the Company’s Form 10-K for the year ended March 31, 2024.
(I) Recently Adopted Accounting Pronouncements
The Company did not adopt any material accounting pronouncements during the three months ended June 30, 2024.
(J) Recently Issued Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard
setting bodies that the Company adopts as of the specified
effective date.
In
November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant
segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. This ASU is applicable to the Company’s Annual Report on Form 10-K
for the fiscal year ended March 31, 2025, and subsequent interim periods, with early adoption permitted. These amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently
evaluating the impact of adopting this ASU on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income
Tax Disclosures,” which includes updates to the income tax disclosures related to the rate reconciliation and disaggregation of income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024
and are applicable to the Company’s fiscal year beginning April 1, 2025, with early adoption permitted. The amendments should be applied prospectively, however retrospective application is permitted. The Company is currently evaluating the
impact of adopting this ASU on its consolidated financial statements.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The entire disclosure for all significant accounting policies of the reporting entity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Net Income (Loss) per Common Share |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income (Loss) per Common Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income (Loss) per Common Share |
Note 15—Net Income (Loss) per Common Share
Basic net income (loss) per common share is computed by dividing net income (loss) attributable to Roivant Sciences Ltd. by
the weighted-average number of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing the net income (loss) attributable to Roivant Sciences Ltd. by the diluted weighted-average number of
common stock outstanding during the period.
The computations for basic and diluted net income (loss) per common share were as follows (in thousands, except share and per share amounts):
For periods of net loss, diluted loss per share is
calculated similar to basic loss per share as the effect of including all potentially dilutive common stock equivalents is anti-dilutive. For the three months ended June 30, 2023, all outstanding common stock equivalents have been excluded from
the computation of diluted loss per share because their effect was anti-dilutive due to the net loss.
As of June 30, 2024 and 2023, the following
potentially dilutive common stock equivalents were excluded from the computation of diluted net income (loss) per common share:
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The entire disclosure for earnings per share. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Certain Balance Sheet Components (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Certain Balance Sheet Components [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Current Assets |
Other current assets at June 30, 2024 and March 31, 2024 consisted of the following (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses |
Accrued expenses at June 30, 2024 and March 31, 2024 consisted of the following (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Current Liabilities |
Other current liabilities at June 30, 2024 and March 31, 2024 consisted of the following (in thousands):
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Tabular disclosure of other current liabilities. No definition available.
|
X | ||||||||||
- Definition Tabular disclosure of the components of accrued liabilities. No definition available.
|
X | ||||||||||
- Definition Tabular disclosure of the carrying amounts of other current assets. No definition available.
|
Certain Balance Sheet Components, Other Current Liabilities (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Mar. 31, 2024 |
---|---|---|
Other Current Liabilities [Abstract] | ||
Deferred revenue | $ 2,660 | $ 4,168 |
Income tax payable | 23,442 | 10,469 |
Other | 1,423 | 1,417 |
Total other current liabilities | $ 27,525 | $ 16,054 |
X | ||||||||||
- Definition Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as current. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Amount of liabilities classified as other, due within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Obligations not otherwise itemized or categorized in the footnotes to the financial statements that are due within one year or operating cycle, if longer, from the balance sheet date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred and payable for statutory income, sales, use, payroll, excise, real, property and other taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The share price of earn-out share. No definition available.
|
X | ||||||||||
- Definition Number of earn-out shares vested during period. No definition available.
|
X | ||||||||||
- Definition Number of trading days allowed to calculate earnout share price during vesting period, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
X | ||||||||||
- Definition The number of trading days that are allowed to meet earn-out share price during vesting period, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
X | ||||||||||
- Definition Percentage of common shares held by the MAAC Lock Up Agreement. No definition available.
|
X | ||||||||||
- Definition The collective percentage of earn-out shares. No definition available.
|
X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Subsequent Events (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of the Awards Approved |
A summary of the awards approved is as follows:
|
X | ||||||||||
- Definition Tabular disclosure of activity for award under share-based payment arrangement. Includes, but is not limited to, outstanding award at beginning and end of year, granted, exercised, forfeited, and weighted-average grant date fair value. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
Equity Method Investments, Investment in Arbutus (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Mar. 31, 2024 |
|
Investments [Abstract] | |||
Number of shares acquired (in shares) | 739,053,106 | 806,677,954 | |
Aggregate fair value investment | $ 262,979 | $ 247,753 | |
Arbutus Biopharma Corporation [Member] | |||
Investments [Abstract] | |||
Equity method investment ownership percentage | 21.00% | ||
Aggregate fair value investment | $ 120,000 | $ 100,200 | |
Unrealized gain (losses) on investments | $ 19,800 | $ (28,400) | |
Closing price of common stock (in dollars per share) | $ 3.09 | $ 2.58 | |
Arbutus Biopharma Corporation [Member] | Common Stock [Member] | |||
Investments [Abstract] | |||
Number of shares acquired (in shares) | 38,847,462 |
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Fair value portion of investment securities, including, but not limited to, marketable securities, derivative financial instruments, and investments accounted for under the equity method. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
|
X | ||||||||||
- Definition Amount of unrealized gain (loss) on investment. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Share-Based Compensation, Stock Options and Performance Stock Options under RSL Equity Plans (Details) |
3 Months Ended |
---|---|
Jun. 30, 2024
IncentivePlans
shares
| |
Share-Based Compensation [Abstract] | |
Number of equity incentive plans | IncentivePlans | 3 |
RSL 2021 EIP [Member] | |
Share-Based Compensation [Abstract] | |
Common shares available for future grants (in shares) | 37,558,162 |
Stock Options and Performance Stock Options [Member] | RSL Equity Plans [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | |
Options outstanding, beginning balance (in shares) | 147,068,607 |
Granted (in shares) | 3,663,556 |
Exercised (in shares) | (241,387) |
Options outstanding, ending balance (in shares) | 150,490,776 |
Options exercisable at June 30, 2024 (in shares) | 104,709,668 |
X | ||||||||||
- Definition The number of equity incentive plans for the company during the period. No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The difference between the maximum number of shares (or other type of equity) authorized for issuance under the plan (including the effects of amendments and adjustments), and the sum of: 1) the number of shares (or other type of equity) already issued upon exercise of options or other equity-based awards under the plan; and 2) shares (or other type of equity) reserved for issuance on granting of outstanding awards, net of cancellations and forfeitures, if applicable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition Gross number of share options (or share units) granted during the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Number of options outstanding, including both vested and non-vested options. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
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X | ||||||||||
- Definition Number of share options (or share units) exercised during the current period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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- Details
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Intangible Assets |
3 Months Ended | ||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||
Intangible Assets [Abstract] | |||||||||||||||||||||||||||||||||||||
Intangible Assets |
Note 5—Intangible Assets
In July 2018, Dermavant acquired the worldwide rights (other than for China) with respect to certain intellectual property rights retained by
Welichem Biotech Inc. (“Welichem”) to VTAMA and related compounds from Glaxo Group Limited and GlaxoSmithKline Intellectual Property Development Ltd. (collectively, “GSK”) pursuant to an asset purchase agreement. GSK previously acquired rights to
a predecessor formulation from Welichem pursuant to an asset purchase agreement between GSK and Welichem entered into in May 2012. The Company evaluated the agreement and determined that the acquired assets did not meet the definition of a
business and thus the transaction was accounted for as an asset acquisition.
Following the FDA approval of VTAMA in May 2022, the Company became obligated to pay a regulatory milestone to GSK of £100.0 million (approximately $126
million on the date of achievement) following the receipt of marketing approval of VTAMA in the U.S. The milestone was paid in July 2022.
Additionally, the first sale of VTAMA in May 2022 resulted in the achievement of a milestone to Welichem Biotech Inc. of CAD$25.0 million (approximately $20
million on the date of achievement). The milestone was paid in August 2022.
Both of the above milestones were capitalized as intangible assets upon achievement and are being amortized over their estimated useful lives.
The following table summarizes the Company’s recognized intangible assets (in thousands):
Amortization expense was $2.4
million for each of the three months ended June 30, 2024 and 2023 and was recorded as part of “Cost of revenues” in the accompanying condensed consolidated statements of operations. Future amortization expense is approximately $7.1 million for the remainder of the year ending March 31, 2025, $9.5 million for each of the years ending from March 31, 2026 through March 31, 2030 and $81.4
million thereafter. The Company’s intangible assets are denominated in currencies other than U.S. dollar and therefore are subject to foreign currency movements.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The entire disclosure for all or part of the information related to intangible assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Consolidated Statements of Comprehensive Income (Loss) [Abstract] | ||
Net income (loss) | $ 57,490 | $ (327,845) |
Other comprehensive loss: | ||
Change in fair value of debt due to change in subsidiary credit risk | (10,600) | 0 |
Foreign currency translation adjustment | (3,232) | (4,148) |
Total other comprehensive loss | (13,832) | (4,148) |
Comprehensive income (loss) | 43,658 | (331,993) |
Comprehensive loss attributable to noncontrolling interests | (37,774) | (36,184) |
Comprehensive income (loss) attributable to Roivant Sciences Ltd. | $ 81,432 | $ (295,809) |
X | ||||||||||
- Definition Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of gain (loss) recognized in other comprehensive income (OCI) from liability measured at fair value on recurring basis using unobservable input (level 3). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount after tax, before reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount after tax and reclassification adjustments of other comprehensive income (loss). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- References No definition available.
|
Description of Business and Liquidity (Details) $ in Thousands |
3 Months Ended | |||
---|---|---|---|---|
Jun. 30, 2024
USD ($)
Segment
|
Jun. 30, 2023
USD ($)
|
Mar. 31, 2024
USD ($)
|
Dec. 31, 2023
USD ($)
|
|
Description of Business [Abstract] | ||||
Number of operating segment | Segment | 1 | |||
Number of reporting segment | Segment | 1 | |||
Liquidity [Abstract] | ||||
Cash and cash equivalents | $ 5,678,514 | $ 6,535,706 | ||
Retained earnings | 671,469 | $ 576,172 | ||
Net income (loss) | $ 57,490 | $ (327,845) | ||
Telavant Holdings, Inc [Member] | ||||
Liquidity [Abstract] | ||||
Cash payment received for sale of assets | $ 5,200,000 |
X | ||||||||||
- Definition Amount of cash payment received for sale of assets. No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Number of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Number of segments reported by the entity. A reportable segment is a component of an entity for which there is an accounting requirement to report separate financial information on that component in the entity's financial statements. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of accumulated undistributed earnings (deficit). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
Summary of Significant Accounting Policies (Policies) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation |
The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30, and December 31.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States (“U.S. GAAP”) for interim financial information and follow the requirements of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited condensed
consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be
condensed or omitted. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements.
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial
statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024 filed with the SEC. The unaudited condensed consolidated balance sheet at March 31, 2024 has been derived from the audited
consolidated financial statements at that date. In the opinion of management, the unaudited condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary to present fairly the financial
position of the Company and its results of operations and cash flows for the interim periods presented. Operating results for the three months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal
year ending March 31, 2025, for any other interim period, or for any other future year.
Any references in these notes to applicable accounting guidance are meant to refer to the authoritative U.S. GAAP as found in the Accounting
Standards Codification (‘‘ASC’’) and Accounting Standards Updates (‘‘ASU’’) of the Financial Accounting Standards Board (‘‘FASB’’). The unaudited condensed consolidated financial statements include the accounts of RSL and the subsidiaries in
which it has a controlling financial interest, most often through a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation.
|
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Principles of Consolidation |
For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net loss attributable to
noncontrolling interests in its unaudited condensed consolidated statements of operations equal to the noncontrolling interest’s proportionate share of the respective operations. The Company presents noncontrolling interests as a component of
shareholders’ equity on its unaudited condensed consolidated balance sheets.
The Company accounts for changes in its ownership interest in its subsidiaries while control is retained as equity transactions. The carrying
amount of the noncontrolling interest is adjusted to reflect the change in the ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest
is adjusted is recognized within shareholders’ equity attributable to RSL.
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Use of Estimates |
(B) Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development
costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
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Concentrations |
(C) Concentrations
Financial instruments that potentially subject the Company to
concentration of credit risk include cash and cash equivalents. The Company maintains cash deposits and cash equivalents in highly-rated, federally-insured financial institutions in excess of federally insured limits. The Company has established
guidelines relative to diversification and maturities to maintain safety and liquidity. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit
risk related to these instruments.
The Company has long-lived assets in different geographic locations. As of June 30, 2024 and March 31, 2024, a majority of the Company’s
long-lived assets were located in the United States (‘‘U.S.’’).
|
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Cash, Cash Equivalents, and Restricted Cash |
(D) Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash. The Company
considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
Cash as reported in the accompanying condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and
restricted cash as presented on the accompanying condensed consolidated balance sheets as follows (in thousands):
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Contingencies |
(E) Contingencies
The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually
assesses any litigation or other claims it may confront to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at
which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the
Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the contingent loss, including an estimable range, if possible.
|
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Investments |
(F) Investments
Investments in equity securities for which the Company does not have control or significant influence may be accounted for using (i) the fair
value option, if elected, (ii) fair value through earnings, if fair value is readily determinable or (iii) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment
and observable price changes, as applicable. The election to use the measurement alternative is made for each eligible investment.
The Company has elected the fair value option to account for certain investments over which the Company has significant influence. The Company
believes the fair value option best reflects the underlying economics of the investment. See Note 4, “Equity Method Investments.”
|
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Fair Value Measurements |
(G) Fair Value Measurements
The Company utilizes fair value measurement guidance prescribed by U.S. GAAP to value its financial instruments. The guidance establishes a fair
value hierarchy for financial instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market
participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would
use in pricing the asset or liability and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the reporting date. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value
hierarchy that distinguishes among the following:
To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value
requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the
lowest level of any input that is significant to the fair value measurement.
The Company’s financial instruments include shares of common stock of Arbutus Biopharma Corporation (“Arbutus”); Class A units of Heracles Parent,
L.L.C. (“Datavant”); liability instruments issued, including the earn-out shares liabilities issued in connection with the Company’s business combination with MAAC (as discussed in Note 13, “Earn-Out Shares”); its investments in other entities;
cash and cash equivalents consisting of money market funds; accounts payable; and long-term debt.
The shares of Arbutus common stock and
investments in common stock with a readily determinable fair value are classified as Level 1, and their fair value is determined based upon quoted market prices in an active market. The Class A units of Datavant and liability instruments issued
are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. Cash and accounts payable are stated at their respective historical carrying amounts, which
approximate fair value due to their short-term nature. Money market funds are included in Level 1 of the fair value hierarchy and are valued at the closing price reported by an actively traded exchange. Long-term debt issued by Dermavant for
which the fair value option has been elected is included in Level 3 of the fair value hierarchy as the assumptions and estimates used in the valuation are unobservable in the market. Other long-term debt issued by Dermavant is recorded at amortized cost under the interest method.
|
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Significant Accounting Policies /Recently Adopted/ Issued Accounting Pronouncements |
(H) Significant Accounting Policies
There were no significant changes to the Company’s significant accounting policies from those disclosed in the Company’s Form 10-K for the year ended March 31, 2024.
(I) Recently Adopted Accounting Pronouncements
The Company did not adopt any material accounting pronouncements during the three months ended June 30, 2024.
(J) Recently Issued Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard
setting bodies that the Company adopts as of the specified
effective date.
In
November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant
segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. This ASU is applicable to the Company’s Annual Report on Form 10-K
for the fiscal year ended March 31, 2025, and subsequent interim periods, with early adoption permitted. These amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently
evaluating the impact of adopting this ASU on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income
Tax Disclosures,” which includes updates to the income tax disclosures related to the rate reconciliation and disaggregation of income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024
and are applicable to the Company’s fiscal year beginning April 1, 2025, with early adoption permitted. The amendments should be applied prospectively, however retrospective application is permitted. The Company is currently evaluating the
impact of adopting this ASU on its consolidated financial statements.
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X | ||||||||||
- References No definition available.
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X | ||||||||||
- Definition Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). No definition available.
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X | ||||||||||
- Definition Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Disclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition Disclosure of accounting policy for credit risk. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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X | ||||||||||
- Definition Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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X | ||||||||||
- Definition Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities. No definition available.
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X | ||||||||||
- Definition Disclosure of accounting policy for investment in financial asset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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X | ||||||||||
- Definition Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact. No definition available.
|
X | ||||||||||
- Definition Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Fair Value Measurements |
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements |
Note 14—Fair Value Measurements
Recurring Fair Value Measurements
The
following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2024 and March 31, 2024, by level, within the fair value hierarchy (in thousands):
There were no transfers of assets between Level 1 and Level 2 of the fair value measurement hierarchy that occurred during the three months ended June 30, 2024.
Level 3 Disclosures
The Company measures its Level 3 assets and liabilities at fair value based on significant inputs not observable in the market, which causes them to be classified as a Level 3 measurement within the fair value hierarchy.
The valuation of the Level 3 assets and liabilities uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an ongoing basis
as additional data impacting the assumptions and estimates are obtained. Changes in the fair value related to updated assumptions and estimates are recorded within the statements of operations at the end of each reporting period.
The
fair value of Level 3 assets and liabilities may change significantly as additional data are obtained, impacting the Company’s assumptions regarding probabilities of potential scenarios used to estimate fair value. In evaluating this information,
considerable judgment is required to interpret the data used to develop the assumptions and estimates. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value
amounts, and such changes could materially impact the Company’s results of operations in future periods.
The changes in fair value of the Level 3
assets during the three months ended June 30, 2024 and 2023 were as follows (in thousands):
The changes in fair value of the Level 3 liabilities during the three months ended June 30, 2024 and 2023 were as follows (in thousands):
Investment in Datavant
The Company elected the fair value option to account for the investment in Datavant. The estimate of fair value for this investment was determined using the income approach and implementation of the option pricing method
(“OPM”). The OPM allows for the allocation of a company’s equity value among the various equity capital owners (preferred and common shareholders). The OPM uses the preferred shareholders’ liquidation preferences, participation rights, dividend
policy, and conversion rights to determine how proceeds from a liquidity event shall be distributed among the various ownership classes at a future date. The fair value was calculated using significant unobservable inputs including the following:
Debt issued by Dermavant
to NovaQuest
The fair value of the debt instrument as of June 30, 2024 and March 31, 2024 represents the fair value of amounts payable to NovaQuest and was estimated based upon the present value of discounted quarterly payments,
which were modeled under the income approach for expected future payments through 2028. The future payments are based on significant inputs that are not observable in the market which are subject to remeasurement at each reporting date. The
estimates of fair value may not be indicative of the amounts that could ultimately be paid by Dermavant to NovaQuest.
Earn-Out Shares
The fair value of the Earn-Out Shares issued as part of the Business Combination was calculated using the Monte Carlo simulation method under the income approach. Refer to Note 13, “Earn-Out Shares” for additional details.
Significant unobservable inputs used to calculate the fair value of the Earn-Out
Shares included the following:
As of
June 30, 2024 and March 31, 2024, the fair value of the Earn-Out Shares was $22.9 million and $22.0 million, respectively. Earn-Out Shares were included in “Liability instruments measured at fair value” in the accompanying condensed consolidated balance sheets.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
Income Taxes |
3 Months Ended |
---|---|
Jun. 30, 2024 | |
Income Taxes [Abstract] | |
Income Taxes |
Note 11—Income Taxes
The Company’s effective tax rate for the three months ended June 30, 2024 and 2023 was 18.0% and (0.5)%, respectively. The effective tax rate for the three months
ended June 30, 2024 is driven by the Company’s gain on sale of Telavant’s net assets, which qualifies for the substantial shareholding exemption in the U.K. and consequently is not subject to the corporation income tax, as well as earnings by
jurisdiction and a valuation allowance that eliminates the Company’s global net deferred tax assets. The effective tax rate for three months ended June 30, 2023 is driven by the earnings by jurisdiction and a valuation allowance that eliminates
the Company’s global net deferred tax assets.
The Company assesses the realizability of its deferred tax assets at each balance sheet date based on available positive and negative evidence in
order to determine the amount which is more likely than not to be realized and records a valuation allowance as necessary.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The entire disclosure for income tax. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Revenue |
3 Months Ended |
---|---|
Jun. 30, 2024 | |
Revenue [Abstract] | |
Revenue |
Note 3—Revenue
(A) Product Revenue, Net
The Company’s product revenue, net relates entirely to the sale of VTAMA in the U.S. The Company began
generating product revenue, net from sales of VTAMA in the U.S. following the approval of VTAMA for the treatment of plaque psoriasis in adult patients by the FDA in May 2022. The Company records product revenue net of estimated chargebacks,
discounts, rebates, returns, and other allowances associated with the respective sales.
(B) License, Milestone and Other Revenue
In January 2020, Dermavant entered into a collaboration and license agreement with Japan Tobacco Inc. (“JT”) for exclusive rights to develop, register, and market tapinarof in Japan for
the treatment of dermatological diseases and conditions, including psoriasis and atopic dermatitis. In conjunction with this agreement, JT executed an exclusive license agreement with its subsidiary, Torii Pharmaceutical Co., Ltd., for
co-development and commercialization of tapinarof in Japan. The Company evaluated the collaboration and license agreement and concluded that JT is a customer. During the three months ended June 30, 2024, the Company determined that certain development milestones totaling $28.0 million became probable as such milestones were achieved. As a result, the Company recorded $28.0
million as license, milestone and other revenue in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2024. The payment
was received in July 2024.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Summary of Significant Accounting Policies (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Cash, Cash Equivalents, and Restricted Cash |
Cash as reported in the accompanying condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and
restricted cash as presented on the accompanying condensed consolidated balance sheets as follows (in thousands):
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Tabular disclosure of the components of cash and cash equivalents. No definition available.
|
Intangible Assets (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||
Intangible Assets [Abstract] | |||||||||||||||||||||||||||||||||||||
Recognized Intangible Assets |
The following table summarizes the Company’s recognized intangible assets (in thousands):
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Tabular disclosure of the characteristics, including initial carrying value, residual amount, weighted average useful life, of finite-lived intangible assets acquired during the period by major class. A major class is composed of intangible assets that can be grouped together because they are similar, either by nature or by their use in the operations of the company. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Fair value asset, measurement input. No definition available.
|
X | ||||||||||
- Definition The fair value measurement input for Earn-out shares. No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Indicates line item in statement of financial position that includes derivative liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Fair value of financial and nonfinancial obligations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
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- Details
|
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- Details
|
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Mar. 31, 2024 |
---|---|---|
Current liabilities: | ||
Current portion of long-term debt accounted for under fair value option | $ 6,000 | $ 6,000 |
Long term debt accounted under fair value option | $ 82,369 | $ 204,371 |
Shareholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.0000000341740141 | $ 0.0000000341740141 |
Common stock, shares authorized (in shares) | 7,000,000,000 | 7,000,000,000 |
Common stock, shares issued (in shares) | 739,053,106 | 806,677,954 |
Common stock, shares outstanding (in shares) | 739,053,106 | 806,677,954 |
X | ||||||||||
- Definition Face amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The fair value amount of long-term debt whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This item represents the amount of short-term debt existing as of the balance sheet date. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- References No definition available.
|
Recent Transactions and Developments, Telavant Disposition (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Dec. 14, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Consideration [Abstract] | |||
Gain on sale of Telavant net assets | $ 110,387 | $ 0 | |
Telavant Holdings, Inc. [Member] | |||
Consideration [Abstract] | |||
Milestone payment receivable | 110,400 | ||
Telavant Holdings, Inc. [Member] | RSL [Member] | |||
Telavant Disposition [Abstract] | |||
Ownership of subsidiary | 75.00% | ||
Consideration [Abstract] | |||
Gain on sale of Telavant net assets | $ 110,400 | ||
Telavant Holdings, Inc. [Member] | Pfizer [Member] | |||
Telavant Disposition [Abstract] | |||
Ownership of subsidiary | 25.00% | ||
Roche Transaction [Member] | |||
Consideration [Abstract] | |||
Upfront cash payment | $ 7,100,000 | ||
Consideration to be received from milestone | 150,000 | ||
Roche Transaction [Member] | RSL [Member] | |||
Consideration [Abstract] | |||
Upfront cash payment | $ 5,200,000 |
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The future milestone to be received from sale of assets. No definition available.
|
X | ||||||||||
- Definition Amount of gain (loss) on sale of assets, including but not limited to property plant and equipment, intangible assets and equity in securities of subsidiaries or equity method investee. No definition available.
|
X | ||||||||||
- Definition Amount of milestone payment receivable. No definition available.
|
X | ||||||||||
- Definition The percentage ownership of a subsidiary. No definition available.
|
X | ||||||||||
- Definition Amount of upfront cash payment received for sale of assets. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition The committed funding under revenue interest purchase and sale agreement (RIPSA). No definition available.
|
X | ||||||||||
- Definition The committed funding under revenue interest purchase and sale agreement. No definition available.
|
X | ||||||||||
- Definition The committed funding under revenue interest purchase and sale agreement received. No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Royalties payable maximum amount over the next twelve months. No definition available.
|
X | ||||||||||
- Definition Royalties payable maximum amount over the next three years. No definition available.
|
X | ||||||||||
- Definition Royalties payable maximum amount over the next two years. No definition available.
|
X | ||||||||||
- Definition The amount of third party ownership of subsidiary fair value. No definition available.
|
X | ||||||||||
- Definition Third party ownership of subsidiary. No definition available.
|
X | ||||||||||
- Definition Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of unamortized debt discount (premium) and debt issuance costs. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt classified as current. Excludes lease obligation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt classified as noncurrent. Excludes lease obligation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Share-Based Compensation (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | |||||||||||||||||||||||||||||||
Share-Based Compensation [Abstract] | |||||||||||||||||||||||||||||||
Activity for Stock Options and Performance Stock Options |
Activity for stock options and performance stock options under the RSL Equity Plans for the three months ended June 30, 2024 was as follows:
|
||||||||||||||||||||||||||||||
Activity for Restricted Stock Units and Performance Stock Units |
Activity for restricted stock units and performance stock units under the RSL Equity Plans for the three months ended June 30, 2024 was as
follows:
|
||||||||||||||||||||||||||||||
Activity for Capped Value Appreciation Rights |
Activity for CVARs granted in November 2021 under the RSL 2021 EIP for the three months ended June 30, 2024 was as follows:
|
X | ||||||||||
- Definition Tabular disclosure of the November 2021 capped value appreciation rights stock units activity. No definition available.
|
X | ||||||||||
- Definition Tabular disclosure of Share Based Compensation Restricted Stock And Performance Stock Units Award Activity. No definition available.
|
X | ||||||||||
- Definition Schedule Of Share Based Compensation Stock Options And Performance Options Activity. No definition available.
|
X | ||||||||||
- References No definition available.
|
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Mar. 31, 2024 |
Jun. 30, 2023 |
Mar. 31, 2023 |
---|---|---|---|---|
Cash, Cash Equivalents, and Restricted Cash [Abstract] | ||||
Cash and cash equivalents | $ 5,678,514 | $ 6,535,706 | ||
Restricted cash (included in "Other current assets") | 5,409 | 5,367 | ||
Restricted cash (included in "Other assets") | 9,377 | 9,377 | ||
Cash, cash equivalents and restricted cash | $ 5,693,300 | $ 6,550,450 | $ 1,449,648 | $ 1,692,115 |
X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount of cash restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Amount of cash restricted as to withdrawal or usage, classified as noncurrent. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition The amount of cash retention awards granted to executives. No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Gross number of share options (or share units) granted during the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Description of Business and Liquidity |
3 Months Ended |
---|---|
Jun. 30, 2024 | |
Description of Business and Liquidity [Abstract] | |
Description of Business and Liquidity |
Note 1—Description of Business and Liquidity
(A) Description of Business
Roivant Sciences Ltd. (inclusive of its consolidated subsidiaries, the “Company” or “RSL”) aims to improve the lives of patients by accelerating
the development and commercialization of medicines that matter. The Company does this by creating nimble subsidiaries or “Vants” to develop and commercialize its medicines and technologies. Beyond therapeutics, the Company also incubates
discovery-stage companies and health technology startups complementary to its biopharmaceutical business. The Company was founded on April 7, 2014 as a Bermuda exempted limited company.
VTAMA® (tapinarof) was approved by the United States Food and Drug Administration (“FDA”) in May 2022 for the treatment of plaque psoriasis in
adult patients. A Supplemental New Drug Application for VTAMA (tapinarof) for the topical treatment of atopic dermatitis in adults and children 2 years of age and older was accepted by the FDA in April 2024.
The Company has determined that it has one
operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. The Company’s subsidiaries are wholly owned subsidiaries and majority-owned or controlled subsidiaries. Refer to Note 4, “Equity
Method Investments” for further discussion of the Company’s investments in unconsolidated entities.
RSL completed its business combination (the “Business Combination”) with Montes Archimedes Acquisition Corp. (“MAAC”), a special purpose
acquisition company, on September 30, 2021 and on October 1, 2021 began trading on the Nasdaq Global Select Market under the ticker symbol “ROIV.”
(B) Liquidity
Historically,
the Company has incurred significant
operating losses and negative cash flows from operations since its inception. In December 2023, the Company sold its entire equity interest in its majority-owned subsidiary Telavant Holdings, Inc. (“Telavant”). At closing, the Company received approximately $5.2 billion in cash. As of June 30, 2024, the Company had cash and cash equivalents of approximately $5.7
billion and its retained earnings was approximately $671.5 million. For the three months ended June 30, 2024 and 2023, the Company had net income of approximately $57.5 million and incurred a net loss of approximately $327.8 million,
respectively. The Company has historically financed its operations primarily through the sale of equity securities, sale of subsidiary interests, debt financings and revenue generated from licensing and collaboration arrangements. Through its
subsidiary, Dermavant Sciences Ltd. (“Dermavant”), the Company has
launched its first commercial product, VTAMA, following approval by the FDA in May 2022.
The Company is subject to risks common to companies in the biopharmaceutical industry including, but not limited to, uncertainties related to
commercialization of products, regulatory approvals to market its product candidates, dependence on key products, dependence on third-party service providers, such as contract research organizations, and protection of intellectual property
rights. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and may require additional capital to fully implement its business plan.
The Company expects its existing cash and cash equivalents will be sufficient to fund its committed operating expenses and capital expenditure
requirements for at least the next 12 months from the date of issuance of these condensed consolidated financial statements.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Share-Based Compensation, Restricted Stock Units and Performance Stock Units (Details) - Restricted Stock and Performance Stock Units [Member] - RSL Equity Plans [Member] |
3 Months Ended |
---|---|
Jun. 30, 2024
shares
| |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested balance, beginning (in shares) | 16,778,211 |
Granted (in shares) | 2,652,124 |
Vested (in shares) | (2,225,415) |
Forfeited (in shares) | (226,295) |
Non-vested balance, ending (in shares) | 16,978,625 |
X | ||||||||||
- Definition The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
|
X | ||||||||||
- Definition The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Commitments and Contingencies |
3 Months Ended |
---|---|
Jun. 30, 2024 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies |
Note 12—Commitments and Contingencies
(A) Commitments
Long-Term Debt
The
Company is obligated to make contractual payments related to its long-term debt. Refer to Note 8, “Long-Term Debt” for further information.
Lease Commitments
The Company has leases, consisting primarily of real estate leases. Refer to Note 13, “Leases” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024 for further information regarding the Company’s lease
commitments. There have been no material changes to the commitments relating to the Company’s leases during the three months ended June 30, 2024.
Other Commitments
The Company has entered into commitments under various asset acquisition and license agreements. Under these agreements, the Company is required to make milestone payments upon successful completion and achievement
of certain development, regulatory and commercial milestones. The payment obligations under the asset acquisition and license agreements are contingent upon future events, such as the achievement of specified development, regulatory
and commercial milestones, and the Company will be required to make milestone payments and royalty payments in connection with the sale of products developed under these agreements. Refer to Note 14, “Commitments and Contingencies” in
the Company’s Annual Report on Form 10-K for the year ended March 31, 2024 for further information regarding certain key asset acquisition and license agreements. There have been no material changes to the key asset acquisition and
license agreements during the three months ended June 30, 2024, apart from changes to the milestones owed to NovaQuest as a result of the NovaQuest Agreement Amendment as discussed in Note 8, “Long-Term Debt.” The Company has further
commitments relating to other asset acquisition and license agreements entered and expects to enter into additional asset acquisition and license agreements in the future, which may require upfront payments and long-term commitments
of capital resources.
Additionally, the Company enters into agreements with contract service providers to assist in the performance of its research and development activities. Expenditures to contract research organizations and
contract manufacturing organizations represent significant costs in the clinical development of its product candidates. Subject to required notice periods and certain obligations under binding purchase orders, the Company can elect
to discontinue the work under these agreements at any time. The Company expects to enter into additional collaborative research, contract research, manufacturing, and supplier agreements in the future, which may require upfront
payments and long-term commitments of capital resources.
In conjunction with Dermavant’s entry into the GSK Agreement in 2018, Dermavant entered into a clinical supply agreement pursuant to which GSK would provide a supply of tapinarof and clinical product at an
agreed upon price during the Company’s clinical trials. In April 2019, Dermavant entered into a commercial supply agreement with GSK to continue to provide certain quantities of tapinarof and commercial product at agreed upon
minimum quantities and prices. The commercial supply agreement commenced in April 2022 upon completion of certain quality and regulatory conditions. In July 2022, Dermavant and GSK amended the terms of the clinical supply and
commercial supply agreements which released GSK of certain commitments to supply tapinarof and released Dermavant of certain commitments to purchase tapinarof in exchange for a supplementary fee. Other supply and purchase
commitments under the agreements remain in effect. In addition, Dermavant and Thermo Fisher Scientific (“TFS”) entered into a Commercial Manufacturing and Supply Agreement for which TFS agreed to provide a supply of tapinarof to
Dermavant at an agreed upon price. The agreements discussed above require Dermavant to purchase certain quantities of inventory over a period of five years. As of June 30, 2024, the remaining minimum purchase commitment related to these agreements was estimated to be approximately $25.9 million.
In November 2021, the Company's subsidiary, Immunovant, entered into a Product Service Agreement (“PSA”) with Samsung Biologics Co., Ltd. (“Samsung”), pursuant to which Samsung will manufacture and supply
Immunovant with batoclimab drug substance for commercial sale, if approved, and perform other manufacturing-related services with respect to batoclimab. Upon execution of the PSA, Immunovant committed to purchase process
performance qualification batches of batoclimab and pre-approval inspection batches of batoclimab which may be used for regulatory submissions and, pending regulatory approval, commercial sale. In addition, Immunovant has a
minimum obligation to purchase further batches of batoclimab in the four-year period of 2026 through 2029. As of June
30, 2024, the remaining minimum purchase commitment related to this agreement was estimated to be approximately $44.5
million.
Cash
Bonus Program
During the year ended March 31, 2024, the Company approved a special one-time cash retention bonus award to its employees in the aggregate amount of $79.7 million (the “Cash Bonus Program”). During the three months ended June 30, 2024, the Company recognized selling, general and administrative expense and research and development expense of $6.9 million and $1.8 million,
respectively, relating to the Cash Bonus Program. The remaining portion of $22.0 million as of June 30, 2024 will be recognized over
the applicable service periods of the awards made under the Cash Bonus Program.
Multi-Year Incentive Compensation Program
In July 2024, the Compensation Committee of the
Board of Directors approved cash bonus awards for the Company's Chief Executive Officer, President and Chief Investment Officer, and President and Chief Operating Officer as part of a multi-year incentive compensation program. Refer to Note 16,
“Subsequent Events” for further details.
(B) Loss Contingencies
The Company
may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when available information indicates that it is probable that a liability has been incurred
and the amount of such loss can be reasonably estimated, and if the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation or claim, including an estimable range, if
possible.
(C) Indemnification
Agreements
The Company is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate the Company to indemnify the other parties to such agreements upon the
occurrence of certain events. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. The Company also indemnifies each of its directors and officers for certain events or occurrences,
subject to certain limits. The maximum amount of potential future indemnification is unlimited; however, the Company currently maintains director and officer liability insurance, which may cover certain liabilities arising from the Company’s
obligation to indemnify its directors and officers. To date, the Company has not incurred any material costs related to these indemnification obligations and has not accrued any liabilities related to such obligations in the accompanying
condensed consolidated financial statements as of June 30, 2024 and March 31, 2024.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The entire disclosure for commitments and contingencies. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
Earn-Out Shares |
3 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | ||||||||||
Earn-Out Shares [Abstract] | ||||||||||
Earn-Out Shares |
Note 13—Earn-Out Shares
In connection with the Business Combination, the Company issued the following:
The Vesting Period commenced on November 9, 2021 and ends no later than September 30, 2026 (the “Vesting Period”). The Vesting Period will, if a definitive purchase agreement with respect to a Sale (as defined in the
Sponsor Support Agreement) is entered into on or prior to the end of such period, be extended to the earlier of one day after the consummation of such Sale and the termination of such definitive transaction agreement, and if a Sale occurs
during such Vesting Period, then all of the Earn-Out Shares unvested as of such time will automatically vest immediately prior to the consummation of such Sale. If any Earn-Out Shares have not vested on or prior to the end of such Vesting
Period, then such Earn-Out Shares will be forfeited.
The Earn-Out Shares require liability classification and are classified as “Liability instruments measured at fair value” on the accompanying condensed consolidated balance sheets. The Earn-Out Shares liability is
subject to remeasurement at each balance sheet date with changes in fair value recognized in the Company’s statements of operations. As of June 30, 2024, no Earn-Out Shares have vested.
The Earn-Out Shares are subject to certain lock-up agreements pursuant to which, among other things, the MAAC Sponsor and each of MAAC’s independent directors (the “MAAC
Independent Directors”) have agreed
not to effect any sale or distribution of the Company’s common shares during the applicable lock-up period, subject to customary exceptions. The lock-up periods applicable to the Company’s common shares, including Earn-Out Shares, held by the
MAAC Sponsor and MAAC Independent Directors as of immediately following the closing of the Business Combination (the “Closing”) are (i) with respect to 25%
of the Company’s common shares held by the MAAC Sponsor and MAAC Independent Directors, six months following the Closing, which expired on March 30, 2022, (ii) with respect to an additional 25% of the Company’s common shares held by the MAAC Sponsor and MAAC Independent Directors, the earlier of twelve months following the achievement of certain price-based
vesting restrictions or six years from the Closing and (iii) with respect to 50% of the Company’s common shares held by the MAAC
Sponsor and MAAC Independent Directors, thirty-six months following the Closing.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The entire disclosure of earn-out shares. No definition available.
|
Long-Term Debt |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt |
Note 8—Long-Term Debt
Dermavant
Funding Agreement with NovaQuest
In connection with Dermavant’s acquisition of tapinarof from GSK pursuant to an asset purchase agreement (the “GSK Agreement”), Dermavant and
NovaQuest Co-Investment Fund VIII, L.P. (“NovaQuest”) entered into a funding agreement (the “NovaQuest Agreement”). Pursuant to the NovaQuest Agreement, Dermavant borrowed $100.0 million in August 2018 and $17.5 million in October 2018.
In May 2024, Dermavant entered into a series of agreements to renegotiate its existing debt obligations (the “Debt Renegotiation”). The Debt Renegotiation included an amendment to the NovaQuest Agreement (the “NovaQuest Agreement Amendment”) as
discussed further below.
Pursuant to the original terms of the NovaQuest Agreement, Dermavant agreed to make fixed payments to NovaQuest under the NovaQuest Agreement upon
regulatory approval of tapinarof in exchange for the $117.5 million in total funding from NovaQuest. For each of the atopic dermatitis
and psoriasis indications, Dermavant was required to make quarterly payments to NovaQuest totaling $176.3 million per indication over a six-year
period following regulatory approval of tapinarof for the applicable indication in the U.S. In the event that Dermavant received regulatory approval for one indication, and Dermavant terminated the development of the other indication for any
reason other than a Technical Failure (as defined below), then Dermavant would be required to make the above-referenced quarterly payments to NovaQuest up to $440.6 million over a 15-year period for the approved indication, which are referred to as 15-year Payments. A Technical Failure was deemed to occur for an indication if the development program for such indication was terminated due to (1)
significant safety concerns, (2) material adverse developments or (3) the receipt by Dermavant of a complete response letter or a final non-approval letter from the FDA that was expected to result in significant delay or cost to reach
commercialization for the applicable indication. In addition, Dermavant was required to make up to $141.0 million in payments to
NovaQuest upon achievement of certain commercial milestones. In the event that Dermavant was required to start making 15-year
Payments, then Dermavant had the right to offset such amounts by up to $88.1 million of the commercial milestone payments, with such
offset being applied to the quarterly payments in reverse chronological order (such that the final quarterly payments owed would be used first to offset the commercial milestone payments).
The NovaQuest Agreement Amendment eliminated the fixed quarterly cash payments totaling $176.3 million
that would have been due and payable following regulatory approval of tapinarof in the U.S. for atopic dermatitis, if approved. In addition, the NovaQuest Agreement Amendment (i) eliminated cash payments of up to $141.0 million to NovaQuest that would have been due and payable upon achievement of certain commercial milestones by Dermavant and (ii) amended
the timing of remaining cash payments, which now total $122.5 million in aggregate, to be paid between the fiscal years ending
March 31, 2025 and March 31, 2029,
with payments totaling $6.0 million per fiscal year for the fiscal years ending March 31, 2025 and March 31, 2026. There
are no royalty payment requirements on commercialization of tapinarof.
In connection with the NovaQuest Agreement Amendment, Dermavant
issued common shares to NovaQuest with a total fair value of $11.7 million, representing approximately 12.0% of Dermavant’s issued and outstanding common and preferred shares (on an as converted basis). The common shares include certain
anti-dilution top-up rights tied primarily to an equity commitment made by RSL. Refer to Note 9, “Shareholders’ Equity” for further detail regarding the equity commitment made by RSL. The consideration paid was applied as a reduction to the
long-term debt.
As of June 30, 2024, Dermavant has made cumulative
payments totaling $60.3 million to NovaQuest.
At issuance, the Company concluded that certain features of the long-term debt would be considered derivatives that would require bifurcation. In
lieu of bifurcating various features in the agreement, the Company has elected the fair value option for this financial instrument and records the changes in the fair value within the accompanying condensed consolidated statements of operations
at the end of each reporting period. As of June 30, 2024 and March 31, 2024, the fair value of the debt was $88.4 million and $210.4 million, respectively. The fair value as of June 30, 2024
reflects the amended terms resulting from the Debt Renegotiation. Refer to Note 14, “Fair Value Measurements” for additional details regarding the fair value measurement.
The carrying balance of the debt issued to NovaQuest was as follows (in thousands):
Credit Facility with XYQ Luxco
In May 2021, Dermavant and certain of its subsidiaries entered into a $40.0 million senior secured credit facility (the “Credit Facility”) with XYQ Luxco S.A.R.L (“XYQ Luxco”), as lender, and U.S. Bank National Association, as collateral agent. As part of the Debt Renegotiation in May 2024,
the Credit Facility was amended (the “Credit Facility Amendment”) to extend the maturity date of the Credit Facility from May 2026 to May 2028 and to increase the interest rate payable on borrowings under the Credit Facility from 10.00% to 12.25% per annum.
Under the terms of the Credit Facility, as amended by the Credit Facility Amendment, the Credit Facility matures in May 2028 and bears an
interest rate of 12.25% per annum. Interest is payable quarterly in arrears on the last day of each calendar quarter through the
maturity date. A lump sum principal payment is due on the maturity date. Dermavant is also obligated to pay an exit fee of $5.0
million. The exit fee can be reduced to $4.0 million upon achievement of certain equity milestones defined in the agreement, which
are not deemed likely as of June 30, 2024.
The Credit Facility Amendment was accounted for as a
troubled debt restructuring as (i) Dermavant was experiencing financial difficulties and (ii) the lender was determined to have granted a concession. The Company did not record a gain in connection with the restructuring as the total
undiscounted future cash payments for the Credit Facility exceeded the carrying value of the Credit Facility as of the effective date of the Credit Facility Amendment.
Outstanding debt obligations to XYQ Luxco were as follows (in thousands):
Revenue Interest Purchase and Sale Agreement
In
May 2021, Dermavant, as seller, entered into a $160.0 million revenue interest purchase and sale agreement (the “RIPSA”) for its
investigational product tapinarof with XYQ Luxco, NovaQuest Co-Investment Fund XVII, L.P., an affiliate of NovaQuest Capital Management, LLC, and MAM Tapir Lender, LLC, an affiliate of Marathon Asset Management, L.P., together with U.S. Bank
National Association, as collateral agent. Under the terms of the RIPSA, Dermavant is obligated to pay royalties based on a capped single-digit revenue interest in net sales of tapinarof for all dermatological indications in the U.S., up to a cap
of $344.0 million, in exchange for the $160.0
million in committed funding, which was paid to Dermavant in June 2022 following the approval of tapinarof by the FDA.
The
transaction is accounted for as debt. Over the term of the arrangement, the effective interest rate will be updated prospectively each reporting period based on the carrying amount of the note, payments made to date, and the estimated remaining
cash flows related to the note.
As part of the Debt Renegotiation in May 2024, the RIPSA was amended (the “RIPSA Amendment”). The RIPSA Amendment provided for, among other
things, a near-term cap on the royalties currently payable equal to $6.0 million per fiscal year for each of the fiscal years
ending March 31, 2025, 2026 and 2027. The RIPSA Amendment did not otherwise amend the amount of the royalty payable, which is based on a capped single-digit revenue interest in net sales of VTAMA for all dermatological indications in the U.S.,
up to a cap of $344.0 million.
In connection with the RIPSA Amendment, Dermavant issued
common shares to the holders of the RIPSA with a total fair value of $1.2 million, representing approximately 1.2% of Dermavant’s issued and outstanding common and preferred shares (on an as converted basis). The common shares include certain
anti-dilution top-up rights tied primarily to an equity commitment made by RSL. Refer to Note 9, “Shareholders’ Equity” for further detail regarding the equity commitment made by RSL. The consideration paid was applied as a reduction to the
long-term debt.
Each amended debt instrument held by the holders of the RIPSA under the RIPSA Amendment was accounted for as a troubled debt restructuring as (i) Dermavant was experiencing financial difficulties and (ii) the lender was determined to have granted a concession. The Company did not record a gain
in connection with the restructuring as the total undiscounted future cash payments for the RIPSA exceeded the carrying balance of the RIPSA as of the effective date of the RIPSA Amendment.
The RIPSA carrying balance was as follows (in thousands):
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The entire disclosure for long-term debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Share-based compensation | $ 50,191 | $ 49,260 |
Research and Development Expense [Member] | ||
Share-based compensation | 11,009 | 7,953 |
Selling, General and Administrative Expense [Member] | ||
Share-based compensation | $ 39,144 | $ 41,192 |
X | ||||||||||
- Definition Amount of noncash expense for share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Commitments and Contingencies (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Mar. 31, 2024 |
|
Commitments [Abstract] | |||
Selling, general and administrative expense | $ 148,519 | $ 156,190 | |
Research and development expense | $ 133,208 | $ 125,133 | |
GSK [Member] | |||
Commitments [Abstract] | |||
Purchase certain quantities of inventory over period | 5 years | ||
Remaining minimum purchase commitment related to agreement | $ 25,900 | ||
Samsung [Member] | |||
Commitments [Abstract] | |||
Remaining minimum purchase commitment related to agreement | $ 44,500 | ||
Period to purchase additional batches of batoclimab | 4 years | ||
Cash Bonus Program [Member] | |||
Commitments [Abstract] | |||
Compensation-related expenses | $ 79,700 | ||
Selling, general and administrative expense | $ 6,900 | ||
Research and development expense | 1,800 | ||
Remaining employee related liabilities current | $ 22,000 |
X | ||||||||||
- Definition Compensation related to one time cash retention bonus award to employees. No definition available.
|
X | ||||||||||
- Definition The period to purchase additional batches of batoclimab, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
X | ||||||||||
- Definition The remaining employee related liabilities current. No definition available.
|
X | ||||||||||
- Definition The remaining minimum amount of purchase commitment related to agreements. No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Period covered by the long-term purchase commitment, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
X | ||||||||||
- Definition Amount of expense for research and development. Includes, but is not limited to, cost for computer software product to be sold, leased, or otherwise marketed and writeoff of research and development assets acquired in transaction other than business combination or joint venture formation or both. Excludes write-down of intangible asset acquired in business combination or from joint venture formation or both, used in research and development activity. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Fair Value Measurements, Changes in Fair Value of the Level 3 Assets (Details) - Level 3 [Member] - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 147,526 | $ 178,579 |
Changes in fair value of investment in Datavant, included in net loss | $ (4,586) | $ 20,869 |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) on Fair Value of Debt and Liability Instruments | Gain (Loss) on Fair Value of Debt and Liability Instruments |
Ending Balance | $ 142,940 | $ 199,448 |
X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
|
X | ||||||||||
- Definition Amount of gain (loss) recognized in income from asset measured at fair value on recurring basis using unobservable input (level 3). Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Fair value of financial instrument classified as an asset measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Indicates line item in statement of income or comprehensive income that includes gain (loss) from asset measured at fair value using unobservable input (level 3). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Details
|
Certain Balance Sheet Components, Accrued Expenses (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Mar. 31, 2024 |
---|---|---|
Accrued Expenses [Abstract] | ||
Research and development expenses | $ 46,455 | $ 40,313 |
Compensation-related expenses | 37,828 | 61,242 |
Sales allowances | 27,736 | 23,277 |
Other expenses | 26,269 | 50,754 |
Total accrued expenses | $ 138,288 | $ 175,586 |
X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to research and development expenses, due within one year or the normal operating cycle, if longer. No definition available.
|
X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to sales allowances, due within one year or the normal operating cycle, if longer. No definition available.
|
X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Fair Value Measurements, Assets and Liabilities are Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands |
Jun. 30, 2024 |
Mar. 31, 2024 |
||
---|---|---|---|---|
Assets: [Abstract] | ||||
Investment | $ 262,979 | $ 247,753 | ||
Earn-Out Shares [Member] | ||||
Recurring Fair Value Measurements [Abstract] | ||||
Liabilities at fair value | 22,900 | 22,000 | ||
Arbutus Biopharma Corporation [Member] | ||||
Assets: [Abstract] | ||||
Investment | 120,000 | 100,200 | ||
Level 3 [Member] | Earn-Out Shares [Member] | ||||
Recurring Fair Value Measurements [Abstract] | ||||
Liabilities at fair value | 22,900 | 22,000 | ||
Level 3 [Member] | Liability Instruments Measured at Fair Value [Member] | ||||
Recurring Fair Value Measurements [Abstract] | ||||
Other liability instruments | 4,000 | 3,700 | ||
Recurring [Member] | ||||
Assets: [Abstract] | ||||
Total assets at fair value | 5,789,668 | 6,560,041 | ||
Liabilities: [Abstract] | ||||
Debt issued by Dermavant to NovaQuest | 88,369 | 210,371 | ||
Liability instruments measured at fair value | [1] | 26,887 | 25,737 | |
Total liabilities at fair value | 115,256 | 236,108 | ||
Recurring [Member] | Money Market Funds [Member] | ||||
Assets: [Abstract] | ||||
Money market funds | 5,526,689 | 6,312,288 | ||
Recurring [Member] | Common Shares [Member] | Datavant [Member] | ||||
Assets: [Abstract] | ||||
Investment | 142,940 | 147,526 | ||
Recurring [Member] | Common Shares [Member] | Arbutus Biopharma Corporation [Member] | ||||
Assets: [Abstract] | ||||
Investment | 120,039 | 100,227 | ||
Recurring [Member] | Level 1 [Member] | ||||
Assets: [Abstract] | ||||
Total assets at fair value | 5,646,728 | 6,412,515 | ||
Liabilities: [Abstract] | ||||
Debt issued by Dermavant to NovaQuest | 0 | 0 | ||
Liability instruments measured at fair value | [1] | 0 | 0 | |
Total liabilities at fair value | 0 | 0 | ||
Recurring [Member] | Level 1 [Member] | Money Market Funds [Member] | ||||
Assets: [Abstract] | ||||
Money market funds | 5,526,689 | 6,312,288 | ||
Recurring [Member] | Level 1 [Member] | Common Shares [Member] | Datavant [Member] | ||||
Assets: [Abstract] | ||||
Investment | 0 | 0 | ||
Recurring [Member] | Level 1 [Member] | Common Shares [Member] | Arbutus Biopharma Corporation [Member] | ||||
Assets: [Abstract] | ||||
Investment | 120,039 | 100,227 | ||
Recurring [Member] | Level 2 [Member] | ||||
Assets: [Abstract] | ||||
Total assets at fair value | 0 | 0 | ||
Liabilities: [Abstract] | ||||
Debt issued by Dermavant to NovaQuest | 0 | 0 | ||
Liability instruments measured at fair value | [1] | 0 | 0 | |
Total liabilities at fair value | 0 | 0 | ||
Recurring [Member] | Level 2 [Member] | Money Market Funds [Member] | ||||
Assets: [Abstract] | ||||
Money market funds | 0 | 0 | ||
Recurring [Member] | Level 2 [Member] | Common Shares [Member] | Datavant [Member] | ||||
Assets: [Abstract] | ||||
Investment | 0 | 0 | ||
Recurring [Member] | Level 2 [Member] | Common Shares [Member] | Arbutus Biopharma Corporation [Member] | ||||
Assets: [Abstract] | ||||
Investment | 0 | 0 | ||
Recurring [Member] | Level 3 [Member] | ||||
Assets: [Abstract] | ||||
Total assets at fair value | 142,940 | 147,526 | ||
Liabilities: [Abstract] | ||||
Debt issued by Dermavant to NovaQuest | 88,369 | 210,371 | ||
Liability instruments measured at fair value | [1] | 26,887 | 25,737 | |
Total liabilities at fair value | 115,256 | 236,108 | ||
Recurring [Member] | Level 3 [Member] | Money Market Funds [Member] | ||||
Assets: [Abstract] | ||||
Money market funds | 0 | 0 | ||
Recurring [Member] | Level 3 [Member] | Common Shares [Member] | Datavant [Member] | ||||
Assets: [Abstract] | ||||
Investment | 142,940 | 147,526 | ||
Recurring [Member] | Level 3 [Member] | Common Shares [Member] | Arbutus Biopharma Corporation [Member] | ||||
Assets: [Abstract] | ||||
Investment | $ 0 | $ 0 | ||
|
X | ||||||||||
- Definition Fair value of other liability instruments measured at fair value. No definition available.
|
X | ||||||||||
- Definition Fair value portion of asset recognized for present right to economic benefit. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Fair value portion of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Fair value as of the balance sheet date of derivative instrument not designated as hedging instrument and classified as a liability. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Fair value portion of investment securities, including, but not limited to, marketable securities, derivative financial instruments, and investments accounted for under the equity method. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Fair value of financial and nonfinancial obligations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Details
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- Details
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- Details
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X | ||||||||||
- Details
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- Details
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- Details
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- Details
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- Details
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- Details
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- Details
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Intangible Assets (Details) $ in Thousands, £ in Millions, $ in Millions |
1 Months Ended | 3 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Aug. 31, 2022
USD ($)
|
Jul. 31, 2022
USD ($)
|
Jun. 30, 2024
USD ($)
|
Jun. 30, 2023
USD ($)
|
Mar. 31, 2024
USD ($)
|
May 31, 2022
USD ($)
|
May 31, 2022
CAD ($)
|
May 31, 2022
GBP (£)
|
|
Recognized Intangible Assets [Abstract] | ||||||||
Gross amount | $ 155,778 | $ 155,171 | ||||||
Less: accumulated amortization | (19,769) | (17,329) | ||||||
Net book value | 136,009 | $ 137,842 | ||||||
Future amortization expense, remainder of 2025 | 7,100 | |||||||
Future amortization expense, 2026 | 9,500 | |||||||
Future amortization expense, 2027 | 9,500 | |||||||
Future amortization expense, 2028 | 9,500 | |||||||
Future amortization expense, 2029 | 9,500 | |||||||
Future amortization expense, 2030 | 9,500 | |||||||
Future amortization expense, thereafter | 81,400 | |||||||
Cost of Revenues [Member] | ||||||||
Recognized Intangible Assets [Abstract] | ||||||||
Amortization of intangible assets | $ 2,400 | $ 2,400 | ||||||
GSK [Member] | ||||||||
Intangible Assets [Abstract] | ||||||||
Milestone payable | $ 126,000 | £ 100.0 | ||||||
Milestone amount paid | $ 126,000 | |||||||
Welichem Biotech Inc. [Member] | ||||||||
Intangible Assets [Abstract] | ||||||||
Milestone payable | $ 20,000 | $ 25.0 | ||||||
Milestone amount paid | $ 20,000 |
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Payment made during the period for achieving the milestone or milestones. No definition available.
|
X | ||||||||||
- Definition Amount of milestone payable. No definition available.
|
X | ||||||||||
- Definition The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Amount of amortization for asset, excluding financial asset and goodwill, lacking physical substance with finite life expected to be recognized after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in remainder of current fiscal year. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Details
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X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Recent Transactions and Developments |
3 Months Ended |
---|---|
Jun. 30, 2024 | |
Recent Transactions and Developments [Abstract] | |
Recent Transactions and Developments |
Note 6—Recent Transactions and Developments
Telavant Disposition
On December 14, 2023 (the “Transaction Date”), the Company completed the sale of its entire equity interest in its majority-owned subsidiary Telavant
to Roche Holdings, Inc. (“Roche”) (the “Roche Transaction”). The Roche Transaction was made pursuant to a Stock Purchase Agreement dated October 22, 2023 among the Company, Telavant, Pfizer Inc. (“Pfizer”), and Roche (the “Stock Purchase Agreement”).
Telavant was jointly formed by the Company and Pfizer in November 2022 to develop and commercialize RVT-3101, an anti-TL1A antibody in development for ulcerative colitis (“UC”) and Crohn’s disease, in the U.S. and Japan. Prior to the Roche
Transaction, the Company held 75% of the issued and outstanding shares of common stock and preferred stock of Telavant, and Pfizer owned
the remaining 25%, in each case on an as-converted basis.
Pursuant to the Stock Purchase Agreement, Roche acquired all of the issued and outstanding shares of capital stock of Telavant in exchange for
approximately $7.1 billion in cash at the closing of the Roche Transaction and a one-time milestone payment of $150 million in cash payable upon the initiation of a Phase 3 trial in UC. The $7.1 billion in closing consideration was paid to all of Telavant’s equity holders, including holders of restricted stock units, on a pro rata basis relative to their ownership of Telavant
prior to the closing of the Roche Transaction, and this same treatment applies to the one-time milestone payment. The Company received an upfront payment of approximately $5.2 billion in cash as its pro rata portion of the consideration upon closing of the Roche Transaction.
In June 2024, the one-time milestone was achieved. Accordingly, the Company will receive approximately $110.4 million in cash for its pro rata portion of the milestone payment. The Company recognized a gain on sale of Telavant net assets of $110.4 million related to the one-time milestone payment during the three months ended June 30, 2024 in the accompanying condensed consolidated statements of operations. As of June 30, 2024, the milestone payment
receivable of approximately $110.4 million is reflected as part of “Other current assets” on the accompanying condensed consolidated
balance sheets. The milestone payment was received on August 2, 2024.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The entire disclosure for recent transactions and development. No definition available.
|
Fair Value Measurements, Changes in Fair Value of the Level 3 Liabilities (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Changes in fair value of debt, included in accumulated other comprehensive loss | $ 10,600 | $ 0 |
Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 236,108 | 241,291 |
Payments related to long-term debt | (1,500) | (7,344) |
Issuance of subsidiary shares in connection with Debt Renegotiation | (11,750) | |
Changes in fair value of debt and liability instruments, included in net (income) loss | $ (118,202) | $ 33,626 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) on Fair Value of Debt and Liability Instruments | Gain (Loss) on Fair Value of Debt and Liability Instruments |
Changes in fair value of debt, included in accumulated other comprehensive loss | $ 10,600 | |
Balance at end of period | $ 115,256 | $ 267,573 |
X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
|
X | ||||||||||
- Definition Amount of gain (loss) recognized in income from liability measured at fair value on recurring basis using unobservable input (level 3). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of gain (loss) recognized in other comprehensive income (OCI) from liability measured at fair value on recurring basis using unobservable input (level 3). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of issuances of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Fair value of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Indicates line item in statement of income or comprehensive income that includes gain (loss) from liability measured at fair value using unobservable input (level 3). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands |
Jun. 30, 2024 |
Mar. 31, 2024 |
---|---|---|
Current assets: | ||
Cash and cash equivalents | $ 5,678,514 | $ 6,535,706 |
Other current assets | 322,985 | 196,122 |
Total current assets | 6,001,499 | 6,731,828 |
Property and equipment, net | 17,840 | 19,058 |
Operating lease right-of-use assets | 45,313 | 46,892 |
Investments measured at fair value | 262,979 | 247,753 |
Intangible assets, net | 136,009 | 137,842 |
Other assets | 32,808 | 39,109 |
Total assets | 6,496,448 | 7,222,482 |
Current liabilities: | ||
Accounts payable | 27,743 | 53,225 |
Accrued expenses | 138,288 | 175,586 |
Operating lease liabilities | 9,489 | 9,893 |
Current portion of long-term debt (includes $6,000 and $6,000 accounted for under the fair value option at June 30, 2024 and March 31, 2024, respectively) | 12,000 | 12,000 |
Other current liabilities | 27,525 | 16,054 |
Total current liabilities | 215,045 | 266,758 |
Liability instruments measured at fair value | 26,887 | 25,737 |
Operating lease liabilities, noncurrent | 45,853 | 47,265 |
Long-term debt, net of current portion (includes $82,369 and $204,371 accounted for under the fair value option at June 30, 2024 and March 31, 2024, respectively) | 311,716 | 430,591 |
Other liabilities | 1,661 | 3,602 |
Total liabilities | 601,162 | 773,953 |
Commitments and contingencies (Note 12) | ||
Shareholders' equity: | ||
Common shares, par value $0.0000000341740141 per share, 7,000,000,000 shares authorized and 739,053,106 and 806,677,954 shares issued and outstanding at June 30, 2024 and March 31, 2024, respectively | 0 | 0 |
Additional paid-in capital | 4,781,788 | 5,396,492 |
Retained earnings | 671,469 | 576,172 |
Accumulated other comprehensive loss | (17,948) | (4,083) |
Shareholders' equity attributable to Roivant Sciences Ltd. | 5,435,309 | 5,968,581 |
Noncontrolling interests | 459,977 | 479,948 |
Total shareholders' equity | 5,895,286 | 6,448,529 |
Total liabilities and shareholders' equity | $ 6,496,448 | $ 7,222,482 |
X | ||||||||||
- Definition Amount of liability instruments measured at fair value. No definition available.
|
X | ||||||||||
- Definition Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Amount of asset recognized for present right to economic benefit. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Amount of asset recognized for present right to economic benefit, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Fair value portion of investment securities, including, but not limited to, marketable securities, derivative financial instruments, and investments accounted for under the equity method. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
X | ||||||||||
- Definition Amount of liability recognized for present obligation requiring transfer or otherwise providing economic benefit to others. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt classified as current. Excludes lease obligation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of equity (deficit) attributable to noncontrolling interest. Excludes temporary equity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of lessee's right to use underlying asset under operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of current assets classified as other. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
X | ||||||||||
- Definition Amount of noncurrent assets classified as other. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Amount of liabilities classified as other, due within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of accumulated undistributed earnings (deficit). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Definition Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Certain Balance Sheet Components |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Certain Balance Sheet Components [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Certain Balance Sheet Components |
Note 7—Certain Balance Sheet Components
(A) Other Current Assets
Other current assets at June 30, 2024 and March 31, 2024 consisted of the following (in thousands):
(B) Accrued Expenses
Accrued expenses at June 30, 2024 and March 31, 2024 consisted of the following (in thousands):
(C) Other Current
Liabilities
Other current liabilities at June 30, 2024 and March 31, 2024 consisted of the following (in thousands):
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The entire disclosure for supplemental balance sheet disclosures, including descriptions and amounts for assets, liabilities, and equity. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
Share-Based Compensation, CVARs, Employee Stock Purchase Plan and Subsidiary Equity Incentive Plans (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Subsidiary Equity Incentive Plans [Member] | ||
Subsidiary Equity Incentive Plans [Abstract] | ||
Share-based compensation expense | $ 17.5 | $ 14.9 |
CVARs [Member] | March 2020 CVAR Grants [Member] | ||
Share-Based Compensation [Abstract] | ||
Number of shares outstanding (in shares) | 17,548,368 | |
CVARs [Member] | November 2021 CVAR Grants [Member] | ||
Share-Based Compensation [Abstract] | ||
Number of shares issued (in shares) | 290,968 | |
CVARs [Member] | RSL 2021 EIP [Member] | November 2021 CVAR Grants [Member] | ||
Capped Value Appreciation Rights [Abstract] | ||
Non-vested balance, beginning (in shares) | 1,782,078 | |
Vested (in shares) | (290,968) | |
Forfeited (in shares) | (65,446) | |
Non-vested balance, ending (in shares) | 1,425,664 |
X | ||||||||||
- Definition The number of share-based compensation arrangement by share-based payment award equity-based payment instruments, other than options, outstanding shares. No definition available.
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition Amount of expense for award under share-based payment arrangement. Excludes amount capitalized. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- References No definition available.
|
X | ||||||||||
- Definition The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
|
X | ||||||||||
- Definition The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
X | ||||||||||
- Definition Number of shares issued under share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Income Taxes (Details) |
3 Months Ended | |
---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
Income Taxes [Abstract] | ||
Effective tax rate | 18.00% | (0.50%) |
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- Definition Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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Net Income (Loss) per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |||
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Jun. 30, 2024 |
Jun. 30, 2023 |
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Numerator [Abstract] | ||||
Net income (loss) attributable to Roivant Sciences Ltd. | $ 95,297 | $ (291,816) | ||
Denominator [Abstract] | ||||
Weighted average shares outstanding, basic (in shares) | 735,816,536 | 759,273,550 | ||
Effect of dilutive common stock equivalents (in shares) | 45,811,065 | 0 | ||
Weighted average shares outstanding, diluted (in shares) | 781,627,601 | 759,273,550 | ||
Net income (loss) per common share - basic (in dollars per share) | $ 0.13 | $ (0.38) | ||
Net income (loss) per common share - diluted (in dollars per share) | $ 0.12 | $ (0.38) | ||
Stock Options and Performance Stock Options [Member] | ||||
Denominator [Abstract] | ||||
Potentially dilutive securities (in shares) | 54,648,258 | 153,051,785 | ||
Restricted Stock Units and Performance Stock Units (Non-vested) [Member] | ||||
Denominator [Abstract] | ||||
Potentially dilutive securities (in shares) | 5,422,465 | 21,419,257 | ||
March 2020 CVARs [Member] | ||||
Denominator [Abstract] | ||||
Potentially dilutive securities (in shares) | [1] | 17,548,368 | 30,260,772 | |
November 2021 CVARs (Non-vested) [Member] | ||||
Denominator [Abstract] | ||||
Potentially dilutive securities (in shares) | 200,722 | 2,864,577 | ||
Restricted Common Stock (Non-vested) [Member] | ||||
Denominator [Abstract] | ||||
Potentially dilutive securities (in shares) | 255,911 | 647,530 | ||
Earn-Out Shares (Non-vested) [Member] | ||||
Denominator [Abstract] | ||||
Potentially dilutive securities (in shares) | 3,080,387 | 3,080,387 | ||
Warrants [Member] | ||||
Denominator [Abstract] | ||||
Potentially dilutive securities (in shares) | 0 | 30,690,240 | ||
Other Stock Based Awards and Instruments Issued [Member] | ||||
Denominator [Abstract] | ||||
Potentially dilutive securities (in shares) | 3,924,305 | 6,102,362 | ||
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- Definition Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of share based payment arrangements using the treasury stock method. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Equity Method Investments |
3 Months Ended |
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Jun. 30, 2024 | |
Equity Method Investments [Abstract] | |
Equity Method Investments |
Note 4—Equity Method Investments
The Company maintains equity method investments in certain entities. As of June 30, 2024 and March 31, 2024, the most significant of these were the Company’s investments in Arbutus and Datavant,
which are accounted for using the fair value option.
The Company determined that it does not control these entities and as a result does not consolidate these entities. Due to the Company’s significant influence over operating and financial policies of
these entities, the entities are considered related parties of the Company.
Investment in Arbutus
The Company holds an investment in Arbutus in the form of 38,847,462 common shares of Arbutus. As of June 30, 2024, RSL held approximately 21%
of issued and outstanding shares of Arbutus.
At June 30, 2024 and March 31, 2024, the aggregate fair value of the Company’s investment in Arbutus was $120.0 million and $100.2 million, respectively, with the Company recognizing an unrealized gain of $19.8 million and an unrealized loss of $28.4 million on
its investment in Arbutus in the accompanying condensed consolidated statements of operations for the three months ended June 30, 2024 and 2023, respectively. The fair value of the Company’s investment was determined using the closing price of Arbutus’s
common stock on June 30, 2024 and March 31, 2024 of $3.09 and $2.58, respectively.
Investment
in Datavant
The Company holds an investment in Class A units of Datavant. As of June 30, 2024, the Company’s minority equity interest represented approximately 9% of the outstanding Class A units in Datavant. Datavant’s capital structure includes several classes of preferred units that, among other features, have liquidation preferences and
conversion rights. Upon conversion of such preferred units into Class A units, the Company’s ownership interest would be diluted.
As
of
June 30, 2024 and March
31, 2024, the fair value of the Company’s investment was $142.9 million and $147.5 million, respectively, with the Company recognizing an unrealized loss of $4.6
million and an unrealized gain of $20.9 million on its investment in Datavant in the accompanying condensed consolidated statements of
operations for the three months ended June 30, 2024 and 2023,
respectively.
The fair value of the Company’s investment was determined using valuation models that incorporate significant unobservable inputs and is
classified as a Level 3 measurement within the fair value hierarchy. Refer to Note 14, “Fair Value Measurements” for more information.
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- References No definition available.
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- Definition The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group. Reference 1: http://www.xbrl.org/2003/role/recommendedDisclosureRef
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Shareholders' Equity |
3 Months Ended |
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Jun. 30, 2024 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity |
Note 9—Shareholders’ Equity
(A) At-the-Market Equity Offering Program
On September 19, 2022, the Company entered into a sales agreement with Cowen and Company, LLC (“Cowen”) to sell its
common shares having an aggregate offering price of up to $400.0 million from time to time through an “at-the-market” equity offering
program under which Cowen acts as the Company’s agent (the “ATM Facility”).
As of June 30, 2024, the Company had $400.0 million of remaining capacity available under the ATM Facility.
(B) Share
Repurchase Program
The Company’s board of directors has authorized a common share repurchase program, allowing for repurchases of common shares in an aggregate amount of up to $1.5 billion (excluding fees and expenses). The repurchase program is funded by available cash and cash equivalents on hand and does not have an expiration date. In April 2024, pursuant
to the share repurchase program, the Company entered into a share repurchase agreement with Sumitomo Pharma Co., Ltd. ("Sumitomo") and repurchased all 71,251,083 common shares held by Sumitomo at a purchase price per share of $9.10, for an
aggregate purchase price of approximately $648.4 million.
(C) Debt Renegotiation
In conjunction with the Debt Renegotiation completed in May 2024, RSL entered into
an equity commitment letter (the “Equity Commitment Letter”) with Dermavant. Under the Equity Commitment Letter, RSL agreed to contribute $195.0
million (the “Commitment”) to Dermavant in exchange for convertible preferred shares with a 1.5 times liquidation preference
on invested capital. RSL has contributed $125.0 million of the Commitment as of June 30, 2024. As part of the Debt
Renegotiation, Dermavant issued common shares with an aggregate fair value of $12.9 million to NovaQuest and the holders of the
RIPSA, representing approximately 13.2% of Dermavant’s issued and outstanding common and preferred shares (on an as converted
basis). The common shares include certain anti-dilution top-up rights tied primarily to RSL’s Commitment.
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- References No definition available.
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- Definition The entire disclosure for equity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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