Indicate by check mark whether the registrant (1) has 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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)
Large Accelerated Filer
☒
Accelerated Filer
☐
Non-Accelerated Filer
☐
Smaller Reporting Company
☐
Emerging Growth Company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 5, 2022, the registrant had 16,882,751 shares of common stock outstanding.
Preferred stock, $0.001 par value; 5,000 shares authorized; zero issued and outstanding at June 30, 2022 and December 31, 2021
—
—
Common stock, $0.001 par value; 60,000 shares authorized; 16,882 and 16,767 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively
17
17
Additional paid-in capital
335,471
372,969
Accumulated other comprehensive loss
(1,066)
(917)
Retained earnings
467,943
449,090
Total stockholders' equity
802,365
821,159
Total liabilities and stockholders' equity
$
1,076,288
$
1,297,590
See accompanying notes to unaudited condensed consolidated financial statements.
4
LIGAND PHARMACEUTICALS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)
Three months ended
Six months ended
June 30,
June 30,
2022
2021
2022
2021
Revenues:
Royalties
$
17,959
$
8,616
$
31,654
$
15,728
Captisol
29,545
62,509
41,667
93,781
Contract revenue
9,915
13,550
29,791
30,316
Total revenues
57,419
84,675
103,112
139,825
Operating costs and expenses:
Cost of Captisol
12,361
30,593
17,060
38,746
Amortization of intangibles
11,824
11,779
23,637
23,565
Research and development
19,118
15,953
39,425
33,832
General and administrative
14,585
14,711
32,765
27,028
Other operating income
—
(34,100)
—
(33,800)
Total operating costs and expenses
57,888
38,936
112,887
89,371
Income (loss) from operations
(469)
45,739
(9,775)
50,454
Other income (expense):
Gain (loss) from short-term investments
(1,909)
(6,864)
(14,786)
6,197
Interest income
298
233
432
529
Interest expense
(438)
(4,883)
(1,227)
(10,714)
Other income (expense), net
1,882
(924)
4,580
(7,401)
Total other expense, net
(167)
(12,438)
(11,001)
(11,389)
Income (loss) before income taxes
(636)
33,301
(20,776)
39,065
Income tax benefit (expense)
(259)
(2,576)
4,496
9,766
Net (loss) income
$
(895)
$
30,725
$
(16,280)
$
48,831
Basic net (loss) income per share
$
(0.05)
$
1.84
$
(0.97)
$
2.95
Shares used in basic per share calculations
16,868
16,659
16,846
16,548
Diluted net (loss) income per share
$
(0.05)
$
1.79
$
(0.97)
$
2.84
Shares used in diluted per share calculations
16,868
17,172
16,846
17,210
See accompanying notes to unaudited condensed consolidated financial statements.
5
LIGAND PHARMACEUTICALS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands)
Three months ended
Six months ended
June 30,
June 30,
2022
2021
2022
2021
Net (loss) income
$
(895)
$
30,725
$
(16,280)
$
48,831
Unrealized net loss on available-for-sale securities, net of tax
(35)
(5)
(149)
(60)
Comprehensive (loss) income
$
(930)
$
30,720
$
(16,429)
$
48,771
See accompanying notes to unaudited condensed consolidated financial statements.
6
LIGAND PHARMACEUTICALS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(in thousands)
Common Stock
Additional paid in capital
Accumulated other comprehensive loss
Retained earnings
Total stockholders' equity
Shares
Amount
Balance at December 31, 2021
16,767
$
17
$
372,969
$
(917)
$
449,090
$
821,159
ASU 2020-06 adoption, net of tax (Note 1)
—
—
(51,130)
—
35,133
(15,997)
Issuance of common stock under employee stock compensation plans, net of shares withheld for payroll taxes
94
—
(5,515)
—
—
(5,515)
Share-based compensation
—
—
9,044
—
—
9,044
Unrealized net loss on available-for-sale securities, net of deferred tax
—
—
—
(114)
—
(114)
Net loss
—
—
—
—
(15,385)
(15,385)
Balance at March 31, 2022
16,861
$
17
$
325,368
$
(1,031)
$
468,838
$
793,192
Issuance of common stock under employee stock compensation plans, net
21
—
604
—
—
604
Share-based compensation
—
—
9,499
—
—
9,499
Unrealized net loss on available-for-sale securities, net of deferred tax
—
—
—
(35)
—
(35)
Net loss
—
—
—
—
(895)
(895)
Balance at June 30, 2022
16,882
$
17
$
335,471
$
(1,066)
$
467,943
$
802,365
Common Stock
Additional paid in capital
Accumulated other comprehensive loss
Retained earnings
Total stockholders' equity
Shares
Amount
Balance at January 1, 2021
16,080
$
16
$
318,358
$
(801)
$
391,952
$
709,525
Issuance of common stock under employee stock compensation plans, net of shares withheld for payroll taxes
572
1
20,580
—
—
20,581
Share-based compensation
—
—
8,405
—
—
8,405
Unrealized net loss on available-for-sale securities, net of deferred tax
—
—
—
(55)
—
(55)
Warrant and bond hedge unwind transactions
—
—
396
—
—
396
Reacquisition of equity due to 2023 debt extinguishment, net of tax
—
—
(11,118)
—
—
(11,118)
Net income
—
—
—
—
18,106
18,106
Balance at March 31, 2021
16,652
$
17
$
336,621
$
(856)
$
410,058
$
745,840
Issuance of common stock under employee stock compensation plans, net
24
—
1,103
—
—
1,103
Share-based compensation
—
—
10,216
—
—
10,216
Unrealized net gain on available-for-sale securities, net of deferred tax
—
—
—
(5)
—
(5)
Reacquisition of equity due to 2023 debt extinguishment, net of tax
—
—
(1,362)
—
—
(1,362)
Net income
—
—
—
—
30,725
30,725
Balance at June 30, 2021
16,676
$
17
$
346,578
$
(861)
$
440,783
$
786,517
See accompanying notes to unaudited condensed consolidated financial statements.
7
LIGAND PHARMACEUTICALS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six months ended
June 30,
2022
2021
Cash flows from operating activities:
Net (loss) income
$
(16,280)
$
48,831
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Change in estimated fair value of contingent liabilities
(1,266)
(33,502)
Depreciation and amortization of intangible assets
26,921
25,179
Amortization of premium on investments, net
44
109
Amortization of debt discount and issuance fees
501
9,073
Amortization of commercial license rights
(190)
206
Loss (gain) on debt extinguishment
(3,326)
7,175
Share-based compensation
18,543
18,621
Deferred income taxes
(12,925)
(9,766)
Loss (gain) from short-term investments
14,786
(6,197)
Lease amortization expense
3,054
2,113
Other
(67)
595
Changes in operating assets and liabilities:
Accounts receivable, net
23,208
(2,659)
Inventory
9,740
(2,326)
Accounts payable and accrued liabilities
(4,357)
(4,340)
Income tax receivable and payable
9,011
(2,477)
Deferred revenue
(2,254)
(14,605)
Other assets and liabilities
(1,254)
(4,899)
Net cash provided by operating activities
63,889
31,131
Cash flows from investing activities:
Purchase of short-term investments
(38,472)
(96,136)
Proceeds from sale of short-term investments
177,554
150,648
Proceeds from maturity of short-term investments
24,830
34,600
Cash paid for equity method investment
(750)
—
Purchase of property and equipment
(11,463)
(4,794)
Other
33
135
Net cash provided by investing activities
151,732
84,453
Cash flows from financing activities:
Repurchase of 2023 Notes
(223,303)
(153,381)
Payments under financing lease obligations
(27)
(9,188)
Proceeds from convertible bond hedge settlement
—
16,855
Payments to convertible bond holders for warrant purchases
—
(16,459)
Net proceeds from stock option exercises and ESPP
1,011
27,584
Taxes paid related to net share settlement of equity awards
(5,922)
(5,901)
Payments to CVR Holders
(1,416)
(1,050)
Payments for OmniAb transaction costs
(206)
—
Net cash used in financing activities
(229,863)
(141,540)
Net decrease in cash, cash equivalents and restricted cash
(14,242)
(25,956)
Cash, cash equivalents and restricted cash at beginning of period
19,522
47,963
Cash, cash equivalents and restricted cash at end of period
$
5,280
$
22,007
Supplemental disclosure of cash flow information:
Interest paid
$
1,038
$
1,737
Taxes paid
$
20
$
3,552
Restricted cash in other current assets
$
—
$
144
Supplemental schedule of non-cash activity:
Accrued fixed asset purchases
$
3,800
$
359
Accrued inventory purchases
$
9,161
$
12,695
Unrealized loss on AFS investments
$
(149)
$
(60)
See accompanying notes to unaudited condensed consolidated financial statements.
8
LIGAND PHARMACEUTICALS INCORPORATED
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Unless the context requires otherwise, references in this report to “Ligand,” “we,” “us,” the “Company,” and “our” refer to Ligand Pharmaceuticals Incorporated and its consolidated subsidiaries.
1. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
Our condensed consolidated financial statements include the financial statements of Ligand and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. We have included all adjustments, consisting only of normal recurring adjustments, which we considered necessary for a fair presentation of our financial results. These unaudited condensed consolidated financial statements and accompanying notes should be read together with the audited consolidated financial statements included in our 2021 Annual Report. Interim financial results are not necessarily indicative of the results that may be expected for the full year.
Significant Accounting Policies
We have described our significant accounting policies in Note 1, Basis of Presentation and Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in our 2021 Annual Report.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Actual results may differ from those estimates.
Reclassifications
Certain amounts in the prior period condensed consolidated financial statements have been reclassified to conform with the current period presentation. Specifically, “long-term deferred revenue” has been added to the condensed consolidated balance sheet, separated from “other long-term liabilities” in our prior period presentation.
Accounting Standards Updates, Recently Adopted
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The guidance simplifies the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. Consequently, a convertible debt instrument, such as the Company’s 2023 Notes, will be accounted for as a single liability measured at its amortized cost, if no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments and requires additional disclosures. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.
We adopted this guidance effective January 1, 2022 under the modified retrospective approach and the comparative information has not been restated and continues to be presented according to accounting standards in effect for those periods. The cumulative effect of the change was recognized as an adjustment to the opening balance of retained earnings at the date of adoption and our 2023 Notes are no longer bifurcated into separate liability and equity components. The principal amount of the 2023 Notes is classified as a single liability measured at amortized cost in the condensed consolidated balance sheet for the period ended June 30, 2022. Upon adoption of ASU 2020-06 on January 1 2022, we recorded an adjustment to the 2023 Notes liability component, deferred tax liabilities, additional paid-in-capital and retained earnings. This adjustment was calculated based on the carrying amount of the 2023 Notes as if it had always been treated as a single liability measured at amortized cost. Furthermore, we recorded an adjustment to the debt issuance costs contra liability and equity (additional paid-in-capital) components under the same premise, as if debt issuance costs had always been treated as a contra liability only. Under this transition method, the cumulative effect of the accounting change increased the carrying amount of the 2023 Notes by $20.4 million, reduced deferred tax liabilities by $4.4 million, reduced additional paid-in capital by $51.1 million and increased retained earnings by $35.1 million. The net balance of the 2023 Notes at January 1, 2022 was $341.1 million which included an unamortized discount of $2.2 million.
9
Revenue
Our revenue is generated primarily from royalties on sales of products commercialized by our partners, Captisol material sales, and contract revenue for services, license fees and development, regulatory and sales based milestone payments.
We apply the following five-step model in accordance with ASC 606, Revenue from Contracts with Customers, in order to determine the revenue: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
Royalties
We receive royalty revenue on sales by our partners of products covered by patents that we or our partners own under contractual agreements. We do not have future performance obligations under these license arrangements. We generally satisfy our obligation to grant intellectual property rights on the effective date of the contract. However, we apply the royalty recognition constraint required under the guidance for sales-based royalties which requires a royalty to be recorded no sooner than the underlying sale occurs. Therefore, royalties on sales of products commercialized by our partners are recognized in the quarter the product is sold. Our partners generally report sales information to us on a one quarter lag. Thus, we estimate the expected royalty proceeds based on an analysis of historical experience and interim data provided by our partners including their publicly announced sales. Differences between actual and estimated royalty revenues, which have not been material, are adjusted in the period in which they become known, typically the following quarter.
Captisol Sales
Revenue from Captisol sales is recognized when control of Captisol material is transferred or intellectual property license rights are granted to our customers in an amount that reflects the consideration we expect to receive from our customers in exchange for those products or rights. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. For Captisol material or intellectual property license rights, we consider our performance obligation satisfied once we have transferred control of the product or granted the intellectual property rights, meaning the customer has the ability to use and obtain the benefit of the Captisol material or intellectual property license right. We recognize revenue for satisfied performance obligations only when we determine there are no uncertainties regarding payment terms or transfer of control. Sales tax and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. We have elected to recognize the cost of freight and shipping when control over Captisol material has transferred to the customer as an expense in Cost of Captisol. We expense incremental costs of obtaining a contract when incurred if the expected amortization period of the asset that we would have recognized is one year or less or the amount is immaterial. We did not incur any incremental costs of obtaining a contract during the periods reported.
Contract Revenue
Our contracts with customers often include variable consideration in the form of contingent milestone payments. We include contingent milestone payments in the estimated transaction price when it is probable a significant reversal in the amount of cumulative revenue recognized will not occur. These estimates are based on historical experience, anticipated results and our best judgment at the time. If the contingent milestone payment is based on sales, we apply the royalty recognition constraint and record revenue when the underlying sale has taken place. Significant judgments must be made in determining the transaction price for our sales of intellectual property. Because of the risk that products in development with our partners will not reach development milestones or receive regulatory approval, we generally recognize any contingent payments that would be due to us upon the development milestone or regulatory approval. Depending on the terms of the arrangement, we may also defer a portion of the consideration received if we have to satisfy a future obligation, which typically occurs with our contracts for R&D services.
For R&D services we recognize revenue over time and we measure our progress using an input method. The input methods we use are based on the effort we expend or costs we incur toward the satisfaction of our performance obligation. We estimate the amount of effort we expend, including the time it will take us to complete the activities, or the costs we may incur in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that we multiply by the transaction price to determine the amount of revenue we recognize each period. This approach requires us to make numerous estimates and use significant judgement. If our estimates or judgements change over the course of the collaboration, they may affect the timing and amount of revenue that we recognize in the current and future periods.
10
Some customer contracts are sublicenses which require that we make payments to an upstream licensor related to license fees, milestones and royalties which we receive from customers. In such cases, we evaluate the determination of gross revenue as a principal versus net revenue as an agent reporting based on each individual agreement.
Deferred Revenue
Depending on the terms of the arrangement, we may also defer a portion of the consideration received because we have to satisfy a future obligation.
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the consolidated balance sheet. Except for royalty revenue and certain service revenue, we generally receive payment at the point we satisfy our obligation or soon after. Therefore, we do not generally carry any contract asset balance. Any fees billed in advance of being earned are recorded as deferred revenue. During the three months ended June 30, 2022 and 2021, the amount recognized as revenue that was previously deferred was $4.1 million, and $10.3 million, respectively. During the six months ended June 30, 2022 and 2021, the amount recognized as revenue that was previously deferred was $6.1 million, and $16.1 million, respectively.
Disaggregation of Revenue
The following table represents disaggregation of royalties, Captisol and contract revenue (in thousands):
Three months ended
Six months ended
June 30,
June 30,
2022
2021
2022
2021
Royalties
Kyprolis
$
7,127
$
5,440
$
11,749
$
9,727
Evomela
2,394
2,193
5,095
4,526
Teriparatide injection
5,502
264
8,413
264
Rylaze
2,317
—
3,966
—
Other
619
719
2,431
1,211
$
17,959
$
8,616
$
31,654
$
15,728
Captisol
Captisol - Core
$
3,325
$
9,682
$
9,551
$
10,935
Captisol - COVID(1)
26,220
52,827
32,116
82,846
$
29,545
$
62,509
$
41,667
$
93,781
Contract revenue
Service Revenue
$
5,453
$
7,360
$
10,599
$
12,822
License Fees
1,608
1,050
4,694
2,093
Milestone
1,275
3,600
10,364
12,017
Other
1,579
1,540
4,134
3,384
$
9,915
$
13,550
$
29,791
$
30,316
Total
$
57,419
$
84,675
$
103,112
$
139,825
(1) Captisol - COVID represents revenue on Captisol supplied for use in formulation with remdesivir, an antiviral treatment for COVID-19.
11
Short-term Investments
Our short-term investments consist of the following at June 30, 2022 and December 31, 2021 (in thousands):
Amortized cost
Gross unrealized gains
Gross unrealized losses
Estimated fair value
June 30, 2022
Bank deposits
$
2,504
$
—
$
(61)
$
2,443
Corporate bonds
4,904
—
(121)
4,783
Corporate equity securities
5,807
307
(3,703)
2,411
Mutual fund
112,535
—
(1,228)
111,307
US government securities
2,246
—
(71)
2,175
Warrants
—
129
—
129
$
127,996
$
436
$
(5,184)
$
123,248
Viking common stock
19,407
Total short-term investments
$
142,655
December 31, 2021
Bank deposits
$
63,389
$
13
$
(21)
$
63,381
Corporate bonds
29,308
17
(38)
29,287
Commercial paper
36,008
2
(12)
35,998
Corporate equity securities
5,807
402
(2,027)
4,182
Mutual fund
152,136
—
(249)
151,887
US government securities
5,577
—
(23)
5,554
Warrants
—
408
—
408
$
292,225
$
842
$
(2,370)
$
290,697
Viking common stock
30,889
Total short-term investments
$
321,586
Gain (loss) from short-term investments in our condensed consolidated statements of operations includes both realized and unrealized gain (loss) from our short-term investments in public equity and warrant securities.
Allowances are recorded for available-for-sale debt securities with unrealized losses. This limits the amount of credit losses that can be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. The provisions of the credit losses standard did not have a material impact on our available-for-sale debt securities during the three and six months ended June 30, 2022.
The following table summarizes our available-for-sale debt securities by contractual maturity (in thousands):
June 30, 2022
Amortized Cost
Fair Value
Within one year
$
6,423
$
6,274
After one year through five years
3,230
3,127
Total
$
9,653
$
9,401
Our investment policy is capital preservation and we only invest in U.S.-dollar denominated investments. We held a total of 8 positions which were in an unrealized loss position as of June 30, 2022. We believe that we will collect the principal and interest due on our debt securities that have an amortized cost in excess of fair value. The unrealized losses are largely due to changes in interest rates and not to unfavorable changes in the credit quality associated with these securities that impacted our assessment on collectability of principal and interest. We do not intend to sell these securities and it is not more-likely-than-not that we will be required to sell these securities before the recovery of the amortized cost basis. Accordingly, no credit losses were recognized for the three and six months ended June 30, 2022.
12
Accounts Receivable and Allowance for Credit Losses
Our accounts receivable arise primarily from sales on credit to customers. We establish an allowance for credit losses to present the net amount of accounts receivable expected to be collected. The allowance is determined by using the loss-rate method, which requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include macroeconomic conditions that correlate with historical loss experience, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. During the three and six months ended June 30, 2022, we considered the current and expected future economic and market conditions including, but not limited to, the anticipated unfavorable impacts of the COVID-19 pandemic on our business and recorded an adjustment of $(0.1) million and $(0.2) million of allowance for credit losses, respectively, as of June 30, 2022.
Inventory
Inventory, which consists of finished goods, is stated at the lower of cost or net realizable value. We determine cost using the first-in, first-out method or the specific identification method.
We analyze our inventory levels periodically and write down inventory to net realizable value if it has become obsolete, has a cost basis in excess of its expected net realizable value or is in excess of expected requirements. There were no write-downs related to obsolete inventory recorded for the three and six months ended June 30, 2022 and 2021. As of June 30, 2022 inventory consists of Captisol prepayments of $18.9 million, and as of December 31, 2021 inventory consists of Captisol prepayments of $24.6 million.
Goodwill and Other Identifiable Intangible Assets
Goodwill and other identifiable intangible assets consist of the following (in thousands):
June 30,
December 31,
2022
2021
Indefinite-lived intangible assets
Goodwill
$
181,206
$
181,206
Definite lived intangible assets
Complete technology
281,578
280,617
Less: accumulated amortization
(86,740)
(78,991)
Trade name
2,642
2,642
Less: accumulated amortization
(1,510)
(1,444)
Customer relationships
40,700
40,700
Less: accumulated amortization
(19,602)
(18,267)
Contractual relationships
362,000
362,000
Less: accumulated amortization
(50,704)
(36,217)
Total goodwill and other identifiable intangible assets, net
$
709,570
$
732,246
Prior to 2022, we only had one reporting unit and reportable segment. In connection with the announcement in March 2022 of our intention to separate the OmniAb business pursuant to a distribution to Ligand’s stockholders of Ligand’s shares in OmniAb followed by a merger with APAC, management concluded that we now had two reporting units and reportable segments - the OmniAb business and the Ligand core business. See Note 2, Segment Information, for additional information. We performed a fair value analysis utilizing a combination of income approach and market approach to determine the fair value of each segment in order to appropriately allocate the goodwill between the segments as of the announcement date. The following table presents our allocation of goodwill balance by segment (in thousands):
Fair Value
Goodwill
Ligand core business
$
105,673
OmniAb business
75,533
$
181,206
13
Commercial License Rights
Commercial license rights consist of the following (in thousands):
June 30, 2022
December 31, 2021
Gross
Adjustments(1)
Net
Gross
Adjustments(2)
Net
Aziyo and CorMatrix
$
17,696
$
(9,425)
$
8,271
$
17,696
$
(9,461)
$
8,235
Selexis and Dianomi
10,602
(8,606)
1,996
10,602
(8,727)
1,875
Total
$
28,298
$
(18,031)
$
10,267
$
28,298
$
(18,188)
$
10,110
(1) Amounts represent accumulated amortization to principal of $11.5 million and credit loss adjustments of $6.5 million as of June 30, 2022.
(2) Amounts represent accumulated amortization to principal of $11.7 million and credit loss adjustments of $6.5 million as of December 31, 2021.
Commercial license rights represent a portfolio of future milestone and royalty payment rights acquired from Selexis, S.A. (Selexis) in April 2013 and April 2015, CorMatrix Cardiovascular, Inc. (CorMatrix) in May 2016, which was later acquired by Aziyo in 2017, and Dianomi Therapeutics, Inc. in January 2019. Commercial license rights acquired are accounted for as financial assets in accordance with ASC 310, Receivables, as further discussed in Note 1,Basis of Presentation and Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in our 2021 Annual Report.
We estimated the credit losses at the individual asset level by considering the performance against the programs, the company operating performance and the macroeconomic forecast. In addition, we have judgmentally applied credit loss risk factors to the future expected payments with consideration given to the timing of the payment. Given the higher inherent credit risk associated with longer term receivables, we applied a lower risk factor to the earlier years and progressively higher risk factors to the later years. During the three and six months ended June 30, 2022, we further considered the current and expected future economic and market conditions surrounding the novel coronavirus (COVID-19) pandemic and concluded no further adjustment was needed on the allowance for credit losses as of June 30, 2022.
Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
June 30,
December 31,
2022
2021
Compensation
$
4,669
$
6,532
Professional fees
1,828
2,046
Amounts owed to former licensees
2,674
630
Royalties owed to third parties
—
149
Return reserve
—
2,420
Acquisition related liabilities
—
1,000
Subcontractor
1,756
1,759
Supplier
1,995
848
Accrued interest
—
291
Other
1,629
1,904
Total accrued liabilities
$
14,551
$
17,579
Share-Based Compensation
Share-based compensation expense for awards to employees and non-employee directors is a non-cash expense and is recognized on a straight-line basis over the vesting period. The following table summarizes share-based compensation expense recorded as components of research and development expenses and general and administrative expenses for the periods indicated (in thousands):
Three months ended
Six months ended
June 30,
June 30,
2022
2021
2022
2021
SBC - Research and development expenses
$
4,501
$
4,556
$
8,415
$
8,495
SBC - General and administrative expenses
4,998
5,660
10,128
10,126
$
9,499
$
10,216
$
18,543
$
18,621
The fair-value for options that were awarded to employees and directors was estimated at the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions:
14
Three months ended
Six months ended
June 30,
June 30,
2022
2021
2022
2021
Risk-free interest rate
3.0%
0.9%
3.0%
0.5%
Dividend yield
—
—
—
—
Expected volatility
50%
54%
50%
62%
Expected term (years)
4.8
5.5
4.8
5.0
A limited amount of performance-based restricted stock units (PSUs) contain a market condition based on our relative total shareholder return ranked on a percentile basis against the NASDAQ Biotechnology Index over a three-year performance period, with a range of 0% to 200% of the target amount granted to be issued under the award. Share-based compensation cost for these PSUs is measured using the Monte-Carlo simulation valuation model and is not adjusted for the achievement, or lack thereof, of the performance conditions.
Net (Loss) Income Per Share
Basic net (loss) income per share is calculated by dividing net (loss) income by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed based on the sum of the weighted average number of common shares and potentially dilutive common shares outstanding during the period. Diluted net loss per share is computed based on the sum of the weighted average number of common shares outstanding during the period.
Potentially dilutive common shares consist of shares issuable under the 2023 Notes, stock options and restricted stock. The 2023 Notes have a dilutive impact when the average market price of our common stock exceeds the maximum conversion price. It is our intent and policy to settle conversions through combination settlement, which involves payment in cash equal to the principal portion and delivery of shares of common stock for the excess of the conversion value over the principal portion. Potentially dilutive common shares from stock options and restricted stock are determined using the average share price for each period under the treasury stock method. In addition, the following amounts are assumed to be used to repurchase shares: proceeds from exercise of stock options and the average amount of unrecognized compensation expense for the awards. See Note 4, Convertible Senior Notes and Note 6, Stockholders’ Equity.
The following table presents the calculation of weighted average shares used to calculate basic and diluted earnings per share (in thousands):
Three months ended
Six months ended
June 30,
June 30,
2022
2021
2022
2021
Weighted average shares outstanding:
16,868
16,659
16,846
16,548
Dilutive potential common shares:
Restricted stock
—
69
—
90
Stock options
—
444
—
572
Shares used to compute diluted income per share
16,868
17,172
16,846
17,210
Potentially dilutive shares excluded from calculation due to anti-dilutive effect
6,794
5,087
6,400
4,684
For the three months ended June 30, 2022, due to the net loss for the period, all of the 0.2 million weighted average equity awards and 0.9 million of potentially dilutive shares in connection with the adoption of ASU 2020-06 were anti-dilutive. For the six months ended June 30, 2022, due to the net loss for the period, all of the 0.3 million weighted average equity awards and 1.8 million of potentially dilutive shares in connection with the adoption of ASU 2020-06 were anti-dilutive. Under the new standard, we are required to reflect the dilutive effect of the 2023 Notes by application of the if-converted method.
15
2. Segment Information
ASC 280, Segment reporting, establishes annual and interim reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenue and incur expenses, and for which discrete financial information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources and assess performance.
We are a biopharmaceutical company focused on developing or acquiring technologies that help pharmaceutical companies discover and develop medicines. Our operating segments are identified in the same manner as they are reported internally and used by our chief operating decision maker for the purpose of evaluating performance and allocating resources. Historically, we have disclosed one reportable segment. On March 23, 2022, we entered into the Merger Agreement, pursuant to which APAC will combine with OmniAb, and acquire the OmniAb Business, in a Reverse Morris Trust transaction. Immediately prior to the Merger and pursuant to the Separation Agreement, we will, among other things, transfer the OmniAb Business, including but not limited to the equity interests of Ab Initio Biotherapeutics, Inc., Crystal Bioscience, Inc., Icagen, LLC, Taurus Biosciences, LLC and xCella Biosciences, Inc. to OmniAb (the “Reorganization”) and, in connection therewith, will distribute (the “Distribution”) to Ligand stockholders 100% of the common stock of OmniAb. Immediately following the Distribution, Merger Sub will merge with and into OmniAb (the “Merger”), with OmniAb continuing as the surviving company in the Merger and as a wholly owned subsidiary of APAC.
In connection with the execution of the Merger Agreement, we have made organizational changes to better align our organizational structure with our strategy and operations, and management has reorganized the reportable segments to better reflect how the business is evaluated by the chief operating decision maker. Beginning in the first quarter of 2022, we operate the following two reportable segments: (1) OmniAb business and (2) Ligand core business. The OmniAb business segment is focused on enabling the discovery of therapeutic candidates for our partners by pairing antibody repertoires generated from our proprietary transgenic animals with our OmniAb business platform screening tools. The Ligand core business segment is a biopharmaceutical business focused on developing or acquiring technologies that help pharmaceutical companies deliver and develop medicines.
Our chief operating decision maker relies on internal management reporting processes that provide revenue and operating income by reportable segment for making financial decisions and allocating resources. Segment operating income (loss) represents income (loss) before income taxes, interest income, interest expense, other income (expense), net, unallocated share-based compensation, and unallocated corporate overhead. Our management does not evaluate, manage or measure performance of segments using asset information; accordingly, asset information by segment is not prepared or disclosed.
The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results and was derived from each segment’s internal financial information as used for corporate management purposes (in thousands):
16
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
OmniAb business revenue
Royalties
$
139
$
—
$
402
$
—
Contract
7,153
5,821
16,068
14,380
Total OmniAb business revenue
7,292
5,821
16,470
14,380
Ligand core business revenue
Royalties
17,820
8,616
31,252
$
15,728
Captisol - Core
3,325
9,682
9,551
10,935
Captisol - COVID
26,220
52,827
32,116
82,846
Contract
2,762
7,729
13,723
15,936
Total Ligand core business revenue
50,127
78,854
86,642
125,445
Total revenue
$
57,419
$
84,675
$
103,112
$
139,825
Segment operating income (loss)
OmniAb business
$
(8,998)
$
(7,806)
$
(15,187)
$
(12,410)
Ligand core business
17,039
61,834
27,030
80,280
Total segment operating income
8,041
54,028
11,843
67,870
Unallocated corporate items
Shared-based compensation
5,136
5,748
10,793
10,618
Other corporate expenses
3,374
2,541
10,825
6,798
Total unallocated corporate items
8,510
8,289
21,618
17,416
Income (loss) from operations
$
(469)
$
45,739
$
(9,775)
$
50,454
3. Fair Value Measurements
Assets and Liabilities Measured on a Recurring Basis
The following table presents the hierarchy for our assets and liabilities measured at fair value (in thousands):
June 30, 2022
December 31, 2021
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Assets:
Short-term investments, excluding Viking(1)
$
4,586
$
118,533
$
129
$
123,248
$
9,735
$
280,553
$
409
$
290,697
Investment in Viking common stock
19,407
—
—
19,407
30,889
—
—
30,889
Total assets
$
23,993
$
118,533
$
129
$
142,655
$
40,624
$
280,553
$
409
$
321,586
Liabilities:
CyDex contingent liabilities
$
—
$
—
$
317
$
317
$
—
$
—
$
349
$
349
Metabasis contingent liabilities(2)
—
2,400
—
2,400
—
3,358
—
3,358
Icagen contingent liabilities(3)
—
—
5,542
5,542
—
—
7,364
7,364
xCella contingent liabilities(4)
—
—
960
960
—
—
—
—
Amounts owed to former licensor
72
—
—
72
86
—
—
86
Total liabilities
$
72
$
2,400
$
6,819
$
9,291
$
86
$
3,358
$
7,713
$
11,157
1.Excluding our investment in Viking, our short-term investments in marketable debt and equity securities are classified as available-for-sale securities based on management's intentions and are at level 2 of the fair value hierarchy, as these investment securities are valued based upon quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Short-term investments in mutual funds are valued at their net asset value (NAV) on the last day of the period. We have classified marketable securities with original maturities of greater than one year as short-term investments based upon our ability and intent to use any and all of those marketable securities to satisfy the liquidity needs of our current operations. In addition, we have investment in warrants resulting from Seelos Therapeutics Inc. milestone payments that were settled in shares during the first quarter of 2019 and are at level 3 of the fair value hierarchy, based on Black Scholes value estimated by management on the last day of the period.
17
2.In connection with our acquisition of Metabasis in January 2010, we issued Metabasis stockholders four tradable CVRs, one CVR from each of four respective series of CVR, for each Metabasis share. The CVRs entitle Metabasis stockholders to cash payments as frequently as every six months as cash is received by us from proceeds from the sale or partnering of any of the Metabasis drug development programs, among other triggering events. The liability for the CVRs is determined using quoted prices in a market that is not active for the underlying CVR. The carrying amount of the liability may fluctuate significantly based upon quoted market prices and actual amounts paid under the agreements may be materially different than the carrying amount of the liability. Several of the Metabasis drug development programs have been outlicensed to Viking, including VK2809. VK2809 is a novel selective TR-β agonist with potential in multiple indications, including hypercholesterolemia, dyslipidemia, NASH, and X-ALD. Under the terms of the agreement with Viking, we may be entitled to up to $375 million of development, regulatory and commercial milestones and tiered royalties on potential future sales including a $10 million payment upon initiation of a Phase 3 clinical trial. During the three and six months ended June 30, 2022, we adjusted the balance of the Metabasis CVR liability $(0.4) million and $(1.0) million to mark to market, respectively.
3.The fair value of Icagen contingent liabilities was determined using a probability weighted income approach. Most of the contingent payments are based on certain revenue milestones as defined in the asset purchase agreement with Icagen. The fair value is subjective and is affected by changes in inputs to the valuation model including management’s estimates regarding the timing and probability of achievement of certain developmental and regulatory milestones. Changes in these estimates may materially affect the fair value. During the six months ended June 30, 2022, we paid $1.5 million contingent liability based on revenue milestones to former Icagen shareholders, respectively. During the three and six months ended June 30, 2022, we adjusted the balance of the Icagen CVR liability $0.2 million and $(0.3) million to mark to market, respectively.
4.The fair value of xCella contingent liabilities is determined when it is probable that the earnout liability will occur and the amount can be reasonably estimated. Management concluded that no earnout liability would be recognized at the acquisition date in September 2020. During the three and six months ended June 30, 2022, management recorded $0.5 million and $1.0 million of earnout liability to be allocated to the cost of the acquired assets due to contingencies being met as part of the acquisition agreement, respectively.
A reconciliation of the level 3 financial instruments as of June 30, 2022 is as follows (in thousands):
Fair value of level 3 financial instruments as of December 31, 2021
$
7,713
Payments to CVR holders and other contingent payments
(1,545)
Fair value adjustments to contingent liabilities
(309)
Contingent liabilities from xCella asset acquisition
960
Fair value of level 3 financial instruments as of June 30, 2022
$
6,819
Assets Measured on a Non-Recurring Basis
We apply fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to our goodwill, indefinite-lived intangible assets and long-lived assets.
We evaluate goodwill and indefinite-lived intangible assets annually for impairment and whenever circumstances occur indicating that goodwill might be impaired. We determine the fair value of our reporting unit based on a combination of inputs, including the market capitalization of Ligand, as well as Level 3 inputs such as discounted cash flows, which are not observable from the market, directly or indirectly. We determine the fair value of our indefinite-lived intangible assets using the income approach based on Level 3 inputs.
In connection with the organizational changes to the Company’s reportable segments, we re-allocated goodwill between the two identified reporting units (OmniAb business and Ligand core business). We performed a goodwill impairment analysis immediately before and after the allocation of goodwill and concluded no impairment. At June 30, 2022, there were no indicators of impairment at either of the reporting units.
At June 30, 2022, there were no indicators of impairment of our indefinite-lived intangible assets, or long-lived assets.
4. Convertible Senior Notes
0.75% Convertible Senior Notes due 2023
In May 2018, we issued $750.0 million aggregate principal amount of 0.75% convertible senior notes. The net proceeds from the offering, after deducting the initial purchasers' discount and offering expenses, were approximately $733.1 million. The 2023 Notes will be convertible into cash, shares of common stock, or a combination of cash and shares of common stock, at our election, based on an initial conversion rate, subject to adjustment, of 4.0244 shares per $1,000 principal amount of the 2023 Notes which represents an initial conversion price of approximately $248.48 per share. The maximum conversion rate of the 2023 Notes is 5.2317 per $1,000 principal amount of the 2023 Notes which represents a maximum conversion price of approximately $191.14.
Holders of the 2023 Notes may convert the notes at any time prior to the close of business on the business day immediately preceding November 15, 2022, under any of the following circumstances:
18
(1) during any fiscal quarter (and only during such fiscal quarter) commencing after September 30, 2018, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding fiscal quarter, the last reported sale price of our common stock on such trading day is greater than 130% of the conversion price on such trading day;
(2) during the five business day period immediately following any 10 consecutive trading day period, in which the trading price per $1,000 principal amount of notes was less than 98% of the product of the last reported sale price of our common stock on such trading day and the conversion rate on each such trading day; or
(3) upon the occurrence of certain specified corporate events as specified in the indenture governing the notes.
The notes will have a dilutive effect to the extent the average market price per share of common stock for a given reporting period exceeds the conversion price of $248.48. In connection with the issuance of the 2023 Notes, we incurred $16.9 million of issuance costs, which primarily consisted of underwriting, legal and other professional fees, is amortized to interest expense using the effective interest method over the five year expected life of the 2023 Notes, and the effective interest rate as of June 30, 2022 is 0.5%. During the three months ended June 30, 2022 we recognized a total of $0.4 million in interest expense which includes $0.2 million in contractual interest expense and $0.2 million in amortized issuance costs. During the six months ended June 30, 2022 we recognized a total of $1.2 million in interest expense which includes $0.7 million in contractual interest expense and $0.5 million in amortized issuance costs.
It is our intent and policy to settle conversions through combination settlement, which essentially involves payment in cash equal to the principal portion and delivery of shares of common stock for the excess of the conversion value over the principal portion.
During 2021, we repurchased $152.0 million in principal of the 2023 Notes for $156.0 million in cash, including accrued interest of $0.3 million. After the repurchases, approximately $343.3 million in principal amount of the 2023 Notes were outstanding as of December 31, 2021.
During the three months ended June 30, 2022, we repurchased $62.0 million in principal amount of the 2023 Notes for $60.0 million in cash, including accrued interest of $0.01 million. We accounted for the repurchase as a debt extinguishment, which resulted in a gain of $1.8 million reflected in other income (expense), net, in our condensed consolidated statement of operations for the three months ended June 30, 2022, and a $0.3 million reduction in debt discount.
During the six months ended June 30, 2022, we repurchased $227.8 million in principal amount of the 2023 Notes for $223.7 million in cash, including accrued interest of $0.4 million. We accounted for the repurchase as a debt extinguishment, which resulted in a gain of $3.3 million reflected in other income (expense), net, in our condensed consolidated statement of operations for the six months ended June 30, 2022, and a $1.2 million reduction in debt discount.
Convertible Bond Hedge and Warrant Transactions
In conjunction with the 2023 Notes, in May 2018, we entered into convertible bond hedges and sold warrants covering 3,018,327 shares of our common stock to minimize the impact of potential dilution to our common stock and/or offset the cash payments we are required to make in excess of the principal amount upon conversion of the 2023 Notes. The convertible bond hedges have an exercise price of $248.48 per share and are exercisable when and if the 2023 Notes are converted. We paid $140.3 million for these convertible bond hedges. If upon conversion of the 2023 Notes, the price of our common stock is above the exercise price of the convertible bond hedges, the counterparties will deliver shares of common stock and/or cash with an aggregate value approximately equal to the difference between the price of common stock at the conversion date and the exercise price, multiplied by the number of shares of common stock related to the convertible bond hedge transaction being exercised. The convertible bond hedges and warrants described below are separate transactions entered into by us and are not part of the terms of the 2023 Notes. Holders of the 2023 Notes and warrants will not have any rights with respect to the convertible bond hedges.
Concurrently with the convertible bond hedge transactions, we entered into warrant transactions whereby we sold warrants covering approximately 3,018,327 shares of common stock with an exercise price of approximately $315.38 per share, subject to certain adjustments. We received $90.0 million for these warrants. The warrants have various expiration dates ranging from August 15, 2023 to February 6, 2024. The warrants will have a dilutive effect to the extent the market price per share of common stock exceeds the applicable exercise price of the warrants, as measured under the terms of the warrant transactions.
19
The common stock issuable upon exercise of the warrants will be in unregistered shares, and we do not have the obligation and do not intend to file any registration statement with the SEC registering the issuance of the shares under the warrants.
In January 2021, in connection with the repurchases of approximately $20.3 million in principal of the 2023 Notes for approximately $19.1 million in cash, including accrued interest of $0.1 million, during the quarter ended December 31, 2020, we entered into amendments with Barclays Bank PLC, Deutsche Bank AG, London Branch, and Goldman Sachs & Co. LLC to the convertible note hedges transactions we initially entered into in connection with the issuance of the 2023 Notes. The amendments provide that the options under the convertible note hedges corresponding to such repurchased 2023 Notes will remain outstanding notwithstanding such repurchase.
During the year ended December 31, 2021, in connection with the repurchases of $152.0 million in principal of the 2023 Notes for $156.0 million in cash, including accrued interest of $0.3 million, we entered into Warrant Early Unwind Agreements and Bond Hedge Unwind Agreements with Barclays Bank PLC, Deutsche Bank AG, and Goldman Sachs & Co. LLC to unwind a portion of the convertible note hedges transactions we initially entered into in connection with the issuance of the 2023 Notes. We paid $18.4 million as part of the Warrant Early Unwind Agreements reducing the number of shares covered by the warrants from 3,018,327 to 2,559,254. We received $18.9 million as part of the Bond Hedge Early Unwind Agreements reducing the number of options under the convertible bond hedges to 598,021. These unwind transactions resulted in a $0.5 million net increase in additional paid-in-capital in our condensed consolidated balance sheet as of December 31, 2021.
The following table summarizes information about the 2023 Notes (in thousands):
Fair value of the 2023 Notes outstanding (Level 2)
$
110,590
$
341,801
(1) - Balances as of December 31, 2021 reported before the adoption of ASU 2020-06.
5. Income Tax
Our effective tax rate may vary from the U.S. federal statutory tax rate due to the change in the mix of earnings in various state jurisdictions with different statutory rates, benefits related to tax credits, and the tax impact of non-deductible expenses, stock award activities and other permanent differences between income before income taxes and taxable income. The effective tax rate for the three and six months ended June 30, 2022 and 2021 was (40.7)% and 7.7%, and 21.6% and (25.0)%, respectively. The variance from the U.S. federal statutory tax rate of 21% for the three and six months ended June 30, 2022 was due primarily to the tax deductions related to foreign derived intangible income tax credit as well as the research and development tax credits, which were partially offset by Section 162(m) limitation and non-deductible ISO related stock compensation expense during the period. The variance from the U.S. federal tax rate of 21% for the three and six months ended June 30, 2021 was significantly impacted by tax benefits related to (1) a $34.1 million Pfenex CVR adjustment recorded during Q2 2021 due to the lower probability of achieving the specific development and regulatory milestone by December 31, 2021 as defined by the Pfenex CVR, and (2) net excess tax benefits from share-based compensation resulting from increased stock option exercise activity, stock award vesting and appreciation of our stock price during the period.
20
6. Stockholders’ Equity
We grant options and awards to employees and non-employee directors pursuant to a stockholder approved stock incentive plan, which is described in further detail in Note 9, Stockholders’ Equity, of the Notes to Consolidated Financial Statements in our 2021 Annual Report.
The following is a summary of our stock option and restricted stock activity and related information:
Stock Options
Restricted Stock Awards
Shares
Weighted-Average Exercise Price
Shares
Weighted-Average Grant Date Fair Value
Balance as of December 31, 2021
2,199,598
$
106.00
264,143
$
138.21
Granted
734,218
$
91.58
186,526
$
87.32
Options exercised/RSUs vested
(25,798)
$
20.53
(133,173)
$
120.66
Forfeited
(30,417)
$
67.60
(1,378)
$
137.16
Balance as of June 30, 2022
2,877,601
$
103.50
316,118
$
115.58
As of June 30, 2022, outstanding options to purchase 1.6 million shares were exercisable with a weighted average exercise price per share of $102.10.
Employee Stock Purchase Plan
The price at which common stock is purchased under the Amended Employee Stock Purchase Plan, or ESPP, is equal to 85% of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. As of June 30, 2022, 38,007 shares were available for future purchases under the ESPP.
Share Repurchases
On September 11, 2019, our Board of Directors approved a stock repurchase program authorizing, but not obligating, the repurchase of up to $500.0 million of our common stock from time to time over the next three years. We expect to acquire shares primarily through open-market transactions and may enter into Rule 10b5-1 trading plans, to facilitate open-market repurchases. The timing and amount of repurchase transactions will be determined by management based on our evaluation of market conditions, share price, legal requirements and other factors. We did not have any share repurchases during the three and six months ended June 30, 2022. Authorization to repurchase $248.8 million of our common stock remained available as of June 30, 2022.
7. Commitment and Contingencies: Legal Proceedings
We record an estimate of a loss when the loss is considered probable and estimable. Where a liability is probable and there is a range of estimated loss and no amount in the range is more likely than any other number in the range, we record the minimum estimated liability related to the claim in accordance with ASC 450, Contingencies. As additional information becomes available, we assess the potential liability related to our pending litigation and revises our estimates. Revisions in our estimates of potential liability could materially impact our results of operations.
On October 31, 2019, we received three civil complaints filed in the U.S. District Court for the Northern District of Ohio on behalf of several Indian tribes. The Northern District of Ohio is the Court that the Judicial Panel on Multi-District Litigation (“JPML”) has assigned more than one thousand civil cases which have been designated as a Multi-District Litigation (“MDL”) and captioned In Re: National Prescription Opiate Litigation. The allegations in these complaints focus on the activities of defendants other than the Company and no individualized factual allegations have been advanced against us in any of the three complaints. We reject all claims raised in the complaints and intend to vigorously defend these matters.
CyDex and Baxter Healthcare Corp. (“Baxter”) are parties to a license agreement relating to Ligand’s Captisol technology and, more specifically, relating to Captisol-enabled Nexterone (amiodarone HCl premixed injection). Baxter contends that it has overpaid royalties for several years, and seeks both refunds of those overpayment and that its royalty payments end as of May 4, 2022, the expiration date of one of the patents licensed under the agreement. CyDex contends that Baxter has not paid the royalties due to CyDex under the terms of the license agreement. On April 6, 2021, Baxter initiated an arbitration with the
21
American Arbitration Association pursuant to the arbitration provision of the license agreement. On April 21, 2021, CyDex filed an Answering Statement and Counterdemand. On December 2, 2021, Baxter filed an Amended Notice of Arbitration Demand also seeking a declaration limiting the “royalty term” of the license agreement to “the later of i) the expiration of the licensed patent; or ii) when there are no longer any CyDex patents listed in the Orange Book for Nexterone.” Baxter has subsequently clarified this position, and asserts that royalties ceased being due when CyDex’s U.S. Patent No. 6,869,939 expired on May 4, 2022. On December 16, 2021, CyDex filed an Answer to Baxter’s Amended Demand. The parties conducted a three-day arbitration hearing between May 24 and May 26, 2022, and subsequently submitted two sets of post-hearing briefs. The arbitrator’s decision is expected before the end of 2022.
From time to time, we may also become subject to other legal proceedings or claims arising in the ordinary course of our business. We currently believe that none of the claims or actions pending against us is likely to have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations. Given the unpredictability inherent in litigation, however, we cannot predict the outcome of these matters.
8. Leases
We lease certain office facilities and equipment primarily under various operating leases. Our leases have remaining contractual terms up to ten years, some of which include options to extend the leases for up to five years. Our lease agreements do not contain any material residual value guarantees, material restrictive covenants, or material termination options. Our operating lease costs are primarily related to facility leases for administration offices and research and development facilities, and our finance leases are immaterial.
Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate generally applicable to the location of the lease asset, unless the implicit rate is readily determinable. Lease assets also include any upfront lease payments made and adjusted for lease incentives and other items as prescribed by ASC Topic 842, Leases. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised.
In addition to base rent, certain of our operating leases require variable payments, such as insurance and common area maintenance. These variable lease costs, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term.
The depreciable life of lease assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.
Operating and Finance Lease Assets and Liabilities (in thousands):
Assets
June 30, 2022
December 31, 2021
Operating lease assets
$
24,711
$
16,542
Finance lease assets
15,032
16,207
Total lease assets
$
39,743
$
32,749
Liabilities
Current operating lease liabilities
$
2,501
$
2,053
Current finance lease liabilities
50
46
2,551
2,099
Long-term operating lease liabilities
27,088
15,494
Long-term finance lease liabilities
27
58
Total lease liabilities
$
29,666
$
17,651
Maturity of Operating and Finance Lease Liabilities as of June 30, 2022 (in thousands):
22
Maturity Dates
Operating Leases
Remaining six months ending December 31, 2022
$
2,459
2023
4,634
2024
3,873
2025
3,811
2026
4,024
2027
4,128
Thereafter
14,760
Total lease payments
37,689
Less estimated tenant improvement allowance:
(1,358)
Less imputed interest
(6,742)
Present value of lease liabilities
$
29,589
23
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Caution: This discussion and analysis may contain predictions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed in Part II, Item 1A. Risk Factors. This outlook represents our current judgment on the future direction of our business. These statements include those related to our Captisol-related revenues and manufacturing capacity, our Kyprolis and other product royalty revenues, the impact of COVID-19, product returns, product development, and the potential separation of the OmniAb Business. Actual events or results may differ materially from our expectations. For example, there can be no assurance that our revenues or expenses will meet any expectations or follow any trend(s), that we will be able to retain our key employees or that we will be able to enter into any strategic partnerships or other transactions. We cannot assure you that we will receive expected Kyprolis, Captisol and other product revenues to support our ongoing business or that our internal or partnered pipeline products will progress in their development, gain marketing approval or achieve success in the market. In addition, ongoing or future arbitration, litigation or disputes with third parties may have a material adverse effect on us. Such risks and uncertainties, and others, could cause actual results to differ materially from any future performance suggested. We undertake no obligation to make any revisions to these forward-looking statements to reflect events or circumstances arising after the date of this quarterly report. This caution is made under the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.
We use our trademarks, trade names and services marks in this report as well as trademarks, trade names and service marks that are the property of other organizations. Solely for convenience, trademarks and trade names referred to in this report appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trade marks and trade names.
References to “Ligand Pharmaceuticals Incorporated,” “Ligand,” the “Company,” “we” or “our” include Ligand Pharmaceuticals Incorporated and our wholly-owned subsidiaries.
Overview
We are a biopharmaceutical company focused on developing or acquiring technologies that help pharmaceutical companies discover and develop medicines. We employ research technologies such as antibody discovery technologies, ion channel discovery technology, Pseudomonas fluorescens protein expression technology, formulation science and liver targeted pro-drug technologies to assist companies in their work toward securing prescription drug and biologic approvals. We currently have partnerships and license agreements with over 140 pharmaceutical and biotechnology companies. Over 400 programs are in various stages of commercialization, development or research and are fully funded by our collaboration partners and licensees. We have contributed novel research and technologies for approved medicines that treat cancer, osteoporosis, fungal infections and postpartum depression, among others. Our collaboration partners and licensees have programs currently in clinical development targeting cancer, seizure, diabetes, cardiovascular disease, muscle wasting, liver disease, and kidney disease, among others. We have over 1,600 issued patents worldwide.
We have assembled our large portfolio of fully-funded programs either by licensing our own proprietary drug development programs, licensing our platform technologies such as Captisol or OmniAb to partners for use with their proprietary programs, or acquiring existing partnered programs from other companies. Fully-funded programs are those for which our partners pay all of the development and commercialization costs. For our internal programs, we generally plan to advance drug candidates through early-stage drug development or clinical proof-of-concept and then seek partners to continue development and potential commercialization.
Our business model creates value for stockholders by providing a diversified portfolio of biotech and pharmaceutical product revenue streams that are supported by an efficient and low corporate cost structure. Our goal is to offer investors an opportunity to participate in the promise of the biotech industry in a profitable, diversified and lower-risk business than a typical biotech company. Our business model is based on doing what we do best: drug discovery, early-stage drug development, product reformulation and partnering. We partner with other pharmaceutical companies to leverage what they do best (late-stage development, regulatory management and commercialization) to ultimately generate our revenue. We believe that focusing on discovery and early-stage drug development while benefiting from our partners’ development and commercialization expertise will reduce our internal expenses and allow us to have a larger number of drug candidates progress to later stages of drug development.
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Our revenue consists of three primary elements: royalties from commercialized products, sale of Captisol material, and contract revenue from license, milestone and other service payments. In addition to discovering and developing our own proprietary drugs, we selectively pursue acquisitions to bring in new assets, pipelines, and technologies to aid in generating additional potential new revenue streams.
Update on the OmniAb Separation Process
In November 2021, we announced plans to explore multiple paths for OmniAb to become a standalone public company. On March 23, 2022, we entered into the Merger Agreement, pursuant to which APAC will combine with OmniAb, and acquire the OmniAb Business, in a Reverse Morris Trust transaction. Immediately prior to the Merger and pursuant to the Separation Agreement, we will, among other things, transfer the OmniAb Business, including but not limited to the equity interests of Ab Initio Biotherapeutics, Inc., Crystal Bioscience, Inc., Icagen, LLC, Taurus Biosciences, LLC and xCella Biosciences, Inc. to OmniAb (the “Reorganization”) and, in connection therewith, will distribute (the “Distribution”) to Ligand stockholders 100% of the common stock of OmniAb. Immediately following the Distribution, Merger Sub will merge with and into OmniAb (the “Merger”), with OmniAb continuing as the surviving company in the Merger and as a wholly owned subsidiary of APAC.
Upon the closing of the transaction, Avista Capital Partners (“Avista”), APAC’s sponsor has agreed to invest up to $115 million in the combined company, and Ligand will contribute $15 million (less certain transaction and other expenses). The combined company will have an initial pre-money equity valuation of $850 million. Ligand intends to distribute 100% of its equity in OmniAb to Ligand shareholders immediately prior to the business combination with APAC. The transaction is expected to be tax-free to Ligand and its shareholders for U.S. federal income tax purposes. The transaction is expected to close in the fourth quarter of 2022.
In April 2022, OmniAb filed with the SEC a registration statement on Form 10 (the “Form 10”) registering shares of OmniAb common stock and APAC filed with the SEC a registration statement on Form S-4 (the “Form S-4”) registering shares of APAC common stock, warrants and certain equity awards. The Form S-4 filed by APAC includes a proxy statement/prospectus in connection with the APAC shareholder vote required for the proposed transaction. The Form 10 filed by OmniAb includes portions of the Form S-4 filed by APAC which will serve as an information statement/prospectus in connection with the spin-off of OmniAb. Ligand’s shareholders and other interested persons are advised to read the preliminary and definitive registration statements, and documents incorporated by reference therein, as these materials contain important information about APAC, OmniAb and the proposed business combination. The proxy statement/prospectus contained in the Form S-4 will be mailed to APAC shareholders as of a record date to be established for voting on the proposed business combination. In June 2022, OmniAb filed with the SEC a request to withdraw the Form 10 because APAC was in the process of responding to comments made by the staff of the Division of Corporation Finance (the “Staff”) with respect to the Form S-4. In the absence of this withdrawal request, pursuant to Section 12(g)(1) of the Securities Exchange Act of 1934, as amended, the Form 10 would have automatically become effective on June 27, 2022. Subsequently, the Staff issued additional comments on APAC’s Form S-4, and APAC filed amendments to the Form S-4 on June 13, 2022 and July 26, 2022 in response to the Staff’s comments. OmniAb intends to file a replacement registration statement on Form 10 with the SEC in connection with a future pre-effective amendment to the Form S-4 by APAC.
The registration statements, proxy statement/prospectus/information statement and other documents are also available at www.sec.gov, or by request to Avista Public Acquisition Corp. II, 65 East 55th Street, 18th Floor, New York, NY 10022.
Portfolio Program Updates
OmniAb® Platform and Partner Updates
As of June 30, 2022, over 60 partners have access to OmniAb-derived antibodies and more than 270 programs are being actively pursued or commercialized by our partners. As of June 30, 2022, the platform has generated 25 clinical- or commercial- stage OmniAb-derived antibodies. As of the date of the filing of this Quarterly Report on Form 10-Q, there are two approved drugs in China that were derived from our OmniAb platform, and one under review by both the FDA and the EMA with action expected in the coming weeks. In addition, a partner very recently entered the clinic with the first antibody drug conjugate (ADC) that was discovered using our platform.
CStone and Pfizer announced China’s NMPA approval of sugemalimab in patients with unresectable stage III non-small cell lung cancer (NSCLC) whose disease has not progressed following concurrent or sequential platinum-based chemoradiotherapy. Sugemalimab, an OmniAb derived monoclonal antibody, became the first anti-PD-1/PD-L1 monoclonal antibody approved for stage III NSCLC following concurrent or sequential chemoradiotherapy. It's also the only anti-PD-L1
25
monoclonal antibody approved for both stage III and stage IV NSCLC. In May, CStone announced the pre-planned, final progression-free survival (PFS) analysis results from the registrational GEMSTONE-301 study of sugemalimab as consolidation therapy in patients with unresectable stage III NSCLC. The data showed that sugemalimab maintained a statistically significant and clinically meaningful improvement in PFS. Furthermore, on August 7, 2022, EQRx, which holds the development and commercialization rights to sugemalimab outside Greater China, announced that the updated, PFS analysis of the Phase 3 GEMSTONE-301 trial showed that sugemalimab continued to demonstrate improvement in PFS compared with placebo. This updated final data was presented in a late-breaking oral presentation at the International Association for the Study of Lung Cancer 2022 World Conference on Lung Cancer, taking place between August 6-9, 2022.
Janssen announced the Committee for Medicinal Products for Human Use of the European Medicines Agency has recommended conditional marketing authorization for TECVAYLI® (teclistamab) as monotherapy for adult patients with relapsed and refractory multiple myeloma who have received at least three prior therapies. Teclistamab is an OmniAb-derived T-cell redirecting bispecific antibody. It targets both B-cell maturation antigen (BCMA), a marker found on multiple myeloma cells, and CD3, on T-cells. Teclistamab is currently under review by the FDA for potential approval in the U.S.
Immunovant announced recruitment of patients has begun in the pivotal Phase 3 clinical trial of OmniAb-derived batoclimab in myasthenia gravis. Immunovant also announced that it has achieved alignment with the U.S. FDA on plans to initiate two placebo-controlled Phase 3 trials to evaluate batoclimab in thyroid eye disease in the second half of 2022.
Merck KGaA announced the initiation of a Phase 2 trial for M6223, an OmniAb-derived monoclonal antibody targeting TIGIT, in urothelial cancer. The study will evaluate BAVENCIO® (avelumab), a human anti-programmed death ligand-1 (PD-L1) antibody, as monotherapy versus the combination with M6223 or other molecules in the first-line maintenance setting in patients with advanced urothelial carcinoma whose disease did not progress with first-line platinum-containing chemotherapy.
In Q2 2022, OmniAb entered into new platform licensing agreements with LifeArc, BioSynapse, Kaigene, and Recerise.
Ligand Core Business Portfolio Updates
Travere announced that the FDA accepted and granted priority review of its NDA under Subpart H for accelerated approval of sparsentan for the treatment of IgA nephropathy. The FDA assigned a Prescription Drug User Fee Act (PDUFA) target action date of November 17, 2022. Travere provided a regulatory update prior to their second quarter earnings call where they announced plans to submit a Conditional Marketing Authorization application with its partner Vifor Pharma for the treatment of IgA nephropathy in Europe with a review decision expected in the second half of 2023. Travere now plans to pursue traditional approval of sparsentan for focal segmental glomerulosclerosis (FSGS) in 2023 pending completion of the Phase 3 DUPLEX study.
Merck announced the FDA approval of VAXNEUVANCE™ for infants and children 6 weeks through 17 years of age. Subsequently, the CDC’s ACIP voted unanimously to provisionally recommend use of VAXNEUVANCE as an option for pneumococcal vaccination in infants and children. VAXNEUVANCE is a 15-valent pneumococcal vaccine utilizing Ligand’s CRM197 vaccine carrier protein produced using the Pelican Expression Technology platform. Additionally, Merck announced positive results from a Phase 1/2 study evaluating V116, their investigational 21-valent pneumococcal conjugate vaccine utilizing Ligand’s CRM197 vaccine carrier protein. Merck started a broad Phase 3 program for V116 in July 2022.
Jazz Pharmaceuticals presented positive data from a Phase 2/3 trial evaluating the intramuscular (IM) administration of Rylaze® in adult and pediatric patients with acute lymphoblastic leukemia (ALL) and lymphoblastic lymphoma (LBL) who have developed hypersensitivity to an E. coli-derived asparaginase at the 2022 ASCO Annual Meeting. The results confirmed patients achieved clinically meaningful nadir serum asparaginase activity throughout the course of Rylaze treatment with an IM regimen administered on Monday/Wednesday/Friday.
Novan announced positive results from the B-SIMPLE4 pivotal Phase 3 study of SB206 in patients with molluscum contagiosum. At the end of 12 weeks, 32.4% of patients in the SB206 group achieved complete clearance of lesions, as compared with 19.7% of patients in the vehicle group.
Sermonix Pharmaceuticals presented updated data at the 2022 ASCO Annual Meeting from the ELAINE-2 open-label, Phase 2 clinical trial of lasofoxifene in combination with abemaciclib in women with locally advanced or metastatic ER+/HER2 breast cancer and an ESR1 mutation after progression on prior therapies. The combination produced encouraging results, with a median PFS of 13.9 months, along with acceptable tolerability.
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Verona Pharma announced it completed patient enrollment with more than 800 subjects randomized in the ENHANCE-1 trial of ensifentrine in chronic obstructive pulmonary disease, concluding enrollment in the Phase 3 ENHANCE program. Top-line data are expected from ENHANCE-2 in the third quarter of 2022 and from ENHANCE-1 around year-end 2022.
Aldeyra Therapeutics announced achievement of the primary endpoint in the Phase 3 TRANQUILITY-2 trial of reproxalap for the treatment of dry eye disease. Reproxalap was statistically superior for both primary endpoints of Schirmer Test (p=0.0001) and ≥10 mm Schirmer Test responder proportions (p<0.0001). Aldeyra subsequently announced achievement of the primary endpoints in a crossover trial showing reproxalap was statistical superior to vehicle for each of the two prespecified primary endpoints, ocular redness in a dry eye chamber (p=0.0004) and Schirmer test (p=0.0005). A Type B Pre-NDA meeting is expected to be held with the FDA in the third quarter of 2022, followed by a potential NDA submission.
Results of Operations
Revenue
(Dollars in thousands)
Q2 2022
Q2 2021
Change
% Change
YTD 2022
YTD 2021
Change
% Change
Royalties
$
17,959
$
8,616
$
9,343
108
%
$
31,654
$
15,728
$
15,926
101
%
Captisol - Core
3,325
9,682
(6,357)
(66)
%
9,551
10,935
(1,384)
(13)
%
Captisol - COVID
26,220
52,827
(26,607)
(50)
%
32,116
82,846
(50,730)
(61)
%
Contract revenue
9,915
13,550
(3,635)
(27)
%
29,791
30,316
(525)
(2)
%
Total revenue
$
57,419
$
84,675
$
(27,256)
(32)
%
$
103,112
$
139,825
$
(36,713)
(26)
%
Q2 2022 vs. Q2 2021
Total revenue decreased by $27.3 million, or (32)%, to $57.4 million in Q2 2022 compared to $84.7 million in Q2 2021 primarily due to the $26.6 million decrease in sales of COVID-related Captisol that is used in formulation with remdesivir. Royalties increased in Q2 2022 by $9.3 million, or 108%, compared to the same period in 2021, with the increase primarily due to Kyprolis and sales of products using the Pelican platform. Core Captisol sales decreased by $6.4 million, or (66)%, to $3.3 million in Q2 2022 primarily due to the timing of customer orders. Captisol sales related to COVID-19 were $26.2 million in Q2 2022, compared with $52.8 million for the same period in 2021. The difference in sales is due to reduced demand for the pandemic-related treatment. Contract revenue decreased $3.6 million, or (27)%, to $9.9 million in Q2 2022 primarily due to the achievement of two significant milestones tied to the Pelican platform in Q2 2021.
Revenues attributable to the Ligand core business segment and OmniAb business segment were $50.1 million and $7.3 million, and $78.9 million and $5.8 million, respectively, for Q2 2022 and Q1 2021.
YTD 2022 vs. YTD 2021
Total revenue decreased by $36.7 million, or (26)%, to $103.1 million in YTD 2022 compared to $139.8 million compared to YTD 2021 primarily due to the $50.7 million decrease in sales of COVID-related Captisol that is used in formulation with remdesivir. Royalties increased in YTD 2022 by $15.9 million compared to YTD 2021, with the increase primarily due to Kyprolis and sales of products using the Pelican platform. Core Captisol sales decreased by $1.4 million, or (13)%, to $9.6 million in YTD 2022 compared to YTD 2021 primarily due to the difference in sales is due to timing of customer orders. Captisol sales related to COVID-19 were $32.1 million for the six months ended June 30, 2022, compared with $82.8 million for the same period in 2021. The lower sales are due to reduced demand for the pandemic-related treatment. Contract revenue decreased slightly in YTD 2022 compared to YTD 2021.
Revenues attributable to the Ligand core business segment and OmniAb business segment were $86.6 million and $16.5 million, and $125.4 million and $14.4 million, respectively, for YTD 2022 and YTD 2021.
Royalty revenue is a function of our partners’ product sales and the applicable royalty rate. Kyprolis royalty rates are under a tiered royalty rate structure with the highest tier being 3.0%. Evomela has a fixed royalty rate of 20%. Teriparatide injection has a tiered royalty between 25% and 40% on sales that have been adjusted for certain deductible items as defined in the respective license agreement. The Rylaze royalty rate is tiered between 3% and 5%. Contract revenue includes service revenue, license fees and development, regulatory and sales based milestone payments.
27
The following table represents royalty revenue by program (in millions):
(in millions)
Q2 2022 Estimated Partner Product Sales
Effective Royalty Rate
Q2 2022 Royalty Revenue
Q2 2021 Estimated Partner Product Sales
Effective Royalty Rate
Q2 2021 Royalty Revenue
Kyprolis
$
328.1
2.2
%
$
7.1
$
266.5
2.0
%
$
5.4
Evomela
12.0
20.0
%
2.4
11.0
20.0
%
2.2
Teriparatide injection(1)
16.5
33.3
%
5.5
1.1
25.0
%
0.3
Rylaze
77.2
3.0
%
2.3
—
—
%
—
Other
69.7
0.9
%
0.6
40.2
1.8
%
0.7
Total
$
503.5
$
18.0
$
318.8
$
8.6
(in millions)
YTD 2022 Estimated Partner Product Sales
Effective Royalty Rate
YTD 2022 Royalty Revenue
YTD 2021 Estimated Partner Product Sales
Effective Royalty Rate
YTD 2021 Royalty Revenue
Kyprolis
$
624.5
1.9
%
$
11.7
$
527.1
1.8
%
$
9.7
Evomela
25.5
20.0
%
5.1
22.2
20.0
%
4.5
Teriparatide injection(1)
25.6
32.8
%
8.4
2.6
10.3
%
0.3
Rylaze
132.2
3.0
%
4.0
—
—
%
—
Other
140.5
1.7
%
2.4
65.8
1.8
%
1.2
Total
$
948.3
$
31.7
$
617.7
$
15.7
(1) - Teriparatide injection sales have been adjusted for certain deductible items as defined in the respective license agreement.
Operating Costs and Expenses
(Dollars in thousands)
Q2 2022
% of Revenue
Q2 2021
% of Revenue
YTD 2022
% of Revenue
YTD 2021
% of Revenue
Cost of Captisol
$
12,361
$
30,593
$
17,060
$
38,746
Amortization of intangibles
11,824
11,779
23,637
23,565
Research and development
19,118
15,953
39,425
33,832
General and administrative
14,585
14,711
32,765
27,028
Other operating income
—
(34,100)
—
(33,800)
Total operating costs and expenses
$
57,888
101%
$
38,936
46%
$
112,887
109%
$
89,371
64%
Q2 2022 vs. Q2 2021
Total operating costs and expenses increased by $19.0 million, or 49%, to $57.9 million in Q2 2022 compared to $38.9 million in Q2 2021 primarily attributable to the a non-cash valuation adjustment of $(34.1) million recorded in Q2 2021 to reduce the Pfenex CVR liability due to an expected lower probability of achieving the required milestone under the Pfenex CVR Agreement.
Cost of Capitsol decreased by $18.2 million, (60)%, to $12.4 million in Q2 2022 compared to $30.6 million in Q2 2021, with the decrease primarily due to lower total sales of Captisol. All of the cost of Capitsol is attributable to the Ligand core business segment.
Amortization of intangibles remained steady in Q2 2022 compared to the same period in 2021 as there have been no significant changes to the gross balance of intangible assets over these periods. Amortization of intangibles were $8.3 million and $3.5 million for the Ligand core business segment and OmniAb business segment during Q2 2022, respectively, and $8.6 million and $3.2 million during Q2 2021, respectively.
At any one time, we are working on multiple R&D programs. As such, we generally do not track our R&D expenses on a specific program basis. Research and development expenses were $19.1 million for Q2 2022, compared with $16.0 million for the same period of 2021, with the increase primarily due to continued investment in the OmniAb business which including facilities and headcount-related expenditures. Excluding $0.8 million in unallocated corporate items, R&D expenses were $7.5 million and $10.8 million for the Ligand core business segment and OmniAb business segment during Q2 2022, respectively. Excluding $0.9 million in unallocated corporate items, R&D expenses were $6.4 million and $8.6 million, for the Ligand core business segment and OmniAb business segment during Q2 2021, respectively.
28
General and administrative expenses decreased slightly in Q2 2022 compared to Q2 2021. Excluding $7.8 million in unallocated corporate items, general and administrative expenses were $4.9 million and $1.9 million for the Ligand core business segment and OmniAb business segment during Q2 2022, respectively. Excluding $7.4 million in unallocated corporate items, general and administrative expenses were $5.6 million and $1.8 million for the Ligand core business segment and OmniAb business segment during Q2 2021, respectively.
There was no other operating income for Q2 2022, compared with $34.1 million for Q2 2021, which represented a non-cash valuation adjustment to reduce the Pfenex CVR liability due to an expected lower probability of achieving the required milestone under the Pfenex CVR Agreement.
YTD 2022 vs. YTD 2021
Total operating costs and expenses increased by $23.5 million, or 26%, to $112.9 million in YTD 2022 compared to $89.4 million in YTD 2021 primarily attributable to the a non-cash valuation adjustment of $(33.8) million recorded in YTD 2021 to reduce the Pfenex CVR liability due to an expected lower probability of achieving the required milestone under the Pfenex CVR Agreement.
Cost of Capitsol decreased by $21.7 million, (56)%, to $17.1 million in YTD 2022 compared to $38.7 million in YTD 2021, with the decrease primarily due to lower total sales of Captisol. All of the cost of Capitsol is attributable to the Ligand core business segment.
Amortization of intangibles remained steady in YTD 2022 compared to YTD 2021 as there have been no significant changes to the gross balance of intangible assets over these periods. Amortization of intangibles were $17.1 million and $6.5 million for the Ligand core business segment and OmniAb business segment in YTD 2022, respectively, and $17.4 million and $6.2 million in YTD 2021, respectively.
At any one time, we are working on multiple R&D programs. As such, we generally do not track our R&D expenses on a specific program basis. Research and development expenses were $39.4 million in YTD 2022, compared with $33.8 million in YTD 2021, with the increase primarily due to continued investment in the OmniAb business which includes facilities and headcount-related expenditures. Excluding $1.7 million in unallocated corporate items, R&D expenses were $15.7 million and $22.0 million for the Ligand core business segment and OmniAb business segment in YTD 2022, respectively. Excluding $1.7 million in unallocated corporate items, R&D expenses were $14.4 million and $17.7 million, for the Ligand core business segment and OmniAb business segment in YTD 2021, respectively.
General and administrative expenses increased by $5.7 million, or 21%, to $32.8 million in YTD 2022 compared to $27.0 million in YTD 2021, with the increase primarily due to $4.8 million in transaction costs incurred during the first quarter of 2022 in connection with the planned spin-off of OmniAb. Excluding $20.0 million in unallocated corporate items, general and administrative expenses were $9.7 million and $3.1 million for the Ligand core business segment and OmniAb business segment in YTD 2022, respectively. Excluding $15.4 million in unallocated corporate items, general and administrative expenses were $8.7 million and $2.9 million for the Ligand core business segment and OmniAb business segment in YTD 2021, respectively.
There was no other operating income in YTD 2022, compared with $33.8 million in YTD 2021, which represented a non-cash valuation adjustment to reduce the Pfenex CVR liability due to an expected lower probability of achieving the required milestone under the Pfenex CVR Agreement.
Other Income (Expense)
(Dollars in thousands)
Q2 2022
Q2 2021
Change
YTD 2022
YTD 2021
Change
Gain (loss) from short-term investments
$
(1,909)
$
(6,864)
$
4,955
$
(14,786)
$
6,197
$
(20,983)
Interest income
298
233
65
432
529
(97)
Interest expense
(438)
(4,883)
4,445
(1,227)
(10,714)
9,487
Other income (expense), net
1,882
(924)
2,806
4,580
(7,401)
11,981
Total other income (expense), net
$
(167)
$
(12,438)
$
12,271
$
(11,001)
$
(11,389)
$
388
Q2 2022 vs. Q2 2021
29
The fluctuation in the gain (loss) from short-term investments is primarily driven by the changes in the fair value of our ownership in Viking common stock and other equity security investments, contributing an unrealized loss of $1.5 million in Q2 2022 as compared to an unrealized loss of $6.8 million in Q2 2021.
Interest income consists primarily of interest earned on our short-term investments. The increase over the prior year was due to the increase in interest rate, partially offset by the decrease in our short-term investment balance.
Interest expense includes the 0.75% coupon cash interest expense in addition to the non-cash accretion of discount (including the amortization of debt issuance cost) on our 2023 Notes in both Q2 2022 and Q2 2021. The decrease was primarily due to the adoption of ASU 2020-06 which significantly reduced the debt discount balance subject to amortization. See Note 1, Basis of Presentation and Summary of Significant Accounting Policies for detail on ASU 2020-06 adoption. In addition, we carried a lower average debt outstanding balance in Q2 2022 as compared to Q2 2021. During Q2 2022, we repurchased $62.0 million in principal amount of the 2023 Notes. See Note 4, Convertible Senior Notes.
Other income (expense), net, in Q2 2022 increased by $2.8 million as compared to Q2 2021, primarily due to the $1.8 million gain on extinguishment of debt during Q2 2022 compared to a $2.3 million loss on extinguishment of debt offset by the $1.1 million gain for the fair value adjustment of Metabasis, Icagen and CyDex CVRs during Q2 2021. See Note 3, Fair Value Measurements and Note 4, Convertible Senior Notes.
YTD 2022 vs. YTD 2021
The fluctuation in the gain (loss) from short-term investments is primarily driven by the changes in the fair value of our ownership in Viking common stock and other equity security investments, contributing an unrealized loss of $13.5 million in YTD 2022 as compared to an unrealized gain of $10.1 million in YTD 2021.
Interest income consists primarily of interest earned on our short-term investments. The decrease over the prior year was due to the decrease in our short-term investment balance.
Interest expense includes the 0.75% coupon cash interest expense in addition to the non-cash accretion of discount (including the amortization of debt issuance cost) on our 2023 Notes in both YTD 2022 and YTD 2021. The decrease was primarily due to the adoption of ASU 2020-06 which significantly reduced the debt discount balance subject to amortization. See Note 1, Basis of Presentation and Summary of Significant Accounting Policies for detail on ASU 2020-06 adoption. In addition, we carried a lower average debt outstanding balance during YTD 2022 as compared YTD 2021. During YTD 2022, we repurchased $227.8 million in principal amount of the 2023 Notes. See Note 4, Convertible Senior Notes.
Other income (expense), net, in YTD 2022 increased by $12.0 million as compared to YTD 2021, primarily due to a $3.3 million gain on extinguishment of debt and $1.3 million gain for the fair value adjustment of Metabasis, Icagen and CyDex CVRs during YTD 2022 compared to a $7.2 million loss on extinguishment of debt and $0.3 million loss for the fair value adjustment of Metabasis, Icagen and CyDex CVRs during YTD 2021. See Note 3, Fair Value Measurements and Note 4, Convertible Senior Notes.
Income Tax Benefit (Expense)
(Dollars in thousands)
Q2 2022
Q2 2021
Change
YTD 2022
YTD 2021
Change
Income (loss) before income taxes
$
(636)
$
33,301
$
(33,937)
$
(20,776)
$
39,065
$
(59,841)
Income tax benefit
(259)
(2,576)
2,317
4,496
9,766
(5,270)
Income (loss) from operations
$
(895)
$
30,725
$
(31,620)
$
(16,280)
$
48,831
$
(65,111)
Effective tax rate
(40.7)
%
7.7
%
21.6
%
(25.0)
%
We compute our income tax provision by applying the estimated annual effective tax rate to income from operations and adding the effects of any discrete income tax items specific to the period. The effective tax rate for the three and six months ended June 30, 2022 and 2021 was (40.7)% and 7.7%, and 21.6% and (25.0)%, respectively. The variance from the U.S. federal statutory tax rate of 21% for the three and six months ended June 30, 2022 was due primarily to the tax deductions related to foreign derived intangible income tax credit as well as the research and development tax credits, which were partially offset by Section 162(m) limitation and non-deductible ISO related stock compensation expense during the period. The variance from the U.S. federal statutory tax rate of 21% for the three and six months ended June 30, 2021 was significantly impacted by tax benefits related to (1) a $34.1 million Pfenex CVR adjustment recorded during Q2 2021 due to the lower probability of achieving the specific development and regulatory milestone by December 31, 2021 as defined by the Pfenex CVR, and (2) net
30
excess tax benefits from share-based compensation resulting from increased stock option exercise activity, stock award vesting and appreciation of our stock price during the period.
Liquidity and Capital Resources
As of June 30, 2022, our cash, cash equivalents, and short-term investments totaled $147.9 million, which decreased by $193.2 million from the end of last year due to factors described in the Cash Flow Summary below. Our primary source of liquidity, other than our holdings of cash, cash equivalents, and short-term investments, has been cash flows from operations. Our ability to generate cash from operations provides us with the financial flexibility we need to meet operating, investing, and financing needs.
Historically, we have liquidated our short-term investments and/or issued debt and equity securities to finance our business needs as a supplement to cash provided by operating activities. Our short-term investments include U.S. government debt securities, investment-grade corporate debt securities, mutual funds and certificates of deposit. We have established guidelines relative to diversification and maturities of our investments in order to provide both safety and liquidity. These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates. Additionally, we own certain securities which are classified as short-term investments that we received as a result of a milestone and an upfront license payment as well as 6.7 million shares of common stock in Viking.
In May 2018, we issued an aggregate principal amount of $750.0 million of the 2023 Notes. During the six months ended June 30, 2022, we repurchased $227.8 million in principal amount of the 2023 Notes for $223.7 million in cash, including accrued interest of $0.4 million. After the repurchases, $115.5 million in principal amount of the 2023 Notes remain outstanding. We may continue to use cash on hand to repurchase additional 2023 Notes through open-market transactions, including through Rule 10b5-1 trading plans to facilitate open-market repurchases, or otherwise, from time to time. The timing and amount of repurchase transactions will be determined by management based on the evaluation of market conditions, trading price of the 2023 Notes, legal requirements and other factors. The 2023 Notes were not convertible as of June 30, 2022. It is our intent and policy to settle conversions through combination settlement, which essentially involves payment in cash equal to the principal portion and delivery of shares of common stock for the excess of the conversion value over the principal portion. See Note 4, Convertible Senior Notes.
We believe that our existing funds, cash generated from operations and existing sources of and access to financing are adequate to fund our need for working capital, capital expenditures, debt service requirements, continued advancement of research and development efforts, potential stock repurchases and other business initiatives we plan to strategically pursue, including acquisitions and strategic investments.
As of June 30, 2022, we had $9.2 million in fair value of contingent consideration liabilities associated with prior acquisitions to be settled in future periods.
Cash Flow Summary
(Dollars in thousands)
Q2 2022
Q2 2021
Net cash provided by (used in):
Operating activities
$
63,889
$
31,131
Investing activities
$
151,732
$
84,453
Financing activities
$
(229,863)
$
(141,540)
During the three months ended June 30, 2022, we repurchased $62.0 million in principal amount of the 2023 Notes for $60.0 million in cash, including accrued interest of $0.01 million. During the six months ended June 30, 2022, we repurchased $227.8 million in principal of the 2023 Notes for $223.7 million in cash, including accrued interest of $0.4 million.
Critical Accounting Policies and Estimates
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Certain of our policies require the application of management judgment in making estimates and assumptions that affect the amounts reported in our consolidated financial statements and the disclosures made in the accompanying notes. Those estimates and assumptions are based on historical experience and various other factors deemed applicable and reasonable under the circumstances. The use of judgment in determining such estimates and assumptions is by nature, subject to a degree of uncertainty. Accordingly, actual results could differ materially from the estimates made. There have been no material changes in our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our 2021 Annual Report, other than the adoption of the Accounting Standards Updates described in Item 1. Condensed consolidated Financial Statements - Note 1, Basis of Presentation and Summary of Significant Accounting Policies, related to convertible debt.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There were no substantial changes to our market risks in the six months ended June 30, 2022, when compared to the disclosures in Item 7A of our 2021 Annual Report.
Item 4. Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of June 30, 2022 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For information that updates the disclosures set forth under Part I. Item 3. Legal Proceedings in our 2021 Annual Report, refer to Note 7, Commitment and Contingencies: Legal Proceedings, to the Condensed Consolidated Financial Statements contained in Part I. Item 1. of this report.
Item 1A. Risk Factors
Other than as set forth below, we do not believe that there have been any material changes to the risk factors disclosed in Part I, Item 1A of our 2021 Annual Report. The risk factors described in our 2021 Annual Report and below are not the only risks we face. Factors we currently do not know, factors that we currently consider immaterial or factors that are not specific to us, such as general economic conditions, may also materially adversely affect our business or our consolidated operating results, financial condition or cash flows.
The Merger is subject to the satisfaction of certain conditions, which may not be satisfied on a timely basis, if at all.
The consummation of the Merger is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others:
•the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
•receipt of required consents and approvals from certain governmental authorities;
32
•no agreement between Ligand or APAC and any governmental authority pursuant to which Ligand or APAC has agreed not to consummate the Merger shall have been effected;
•no governmental authority of competent jurisdiction shall have enacted, issued or granted any law (whether temporary, preliminary or permanent), in each case that is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the transaction;
•APAC shall have at least $5,000,001 of net tangible assets as of the Closing;
•the APAC common stock issuable pursuant to the Merger shall have been approved for listing on Nasdaq, subject to official notice of issuance;
•Ligand, OmniAb, APAC and Merger Sub shall each have performed and complied in all material respects with the obligations, covenants and agreements required by the Merger Agreement to be performed or complied with by it at or prior to filing, or a later date as agreed to by the parties;
•customary bring down conditions related to the accuracy of the parties’ respective representations, warranties and pre-closing covenants in the Merger Agreement;
•the consummation of the Distribution, Reorganization and other transactions contemplated by the Separation Agreement shall have occurred;
•each of APAC’s and OmniAb’s registration statements to be filed with the United States Securities and Exchange Commission shall have become effective;
•APAC’s shareholder approval; and
•the receipt by Ligand and APAC of certain tax opinions.
Additionally, APAC’s obligation to consummate the Business Combination is also subject to there having been no “Material Adverse Effect” on OmniAb since the date of the Merger Agreement.
Additionally, the obligations of OmniAb to consummate or cause to be consummated the Merger is subject to the satisfaction of the following additional conditions, any one (1) or more of which may be waived in writing by the OmniAb, among other things:
•the completion of the transactions contemplated by the Merger Agreement; and
•the resignation of all directors and all executive officers of APAC.
There can be no assurance that such closing conditions will be satisfied or waived, or that the Merger will be consummated. Further, we cannot assure you that the approval of APAC’s stockholders will be obtained. We, OmniAb and APAC may be subject to shareholder lawsuits, or other actions filed in connection with or in opposition to the Merger, which could prevent or delay the consummation of the Merger.
If the Distribution, together with certain related transactions, fails to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”), or the Merger fails to qualify as a reorganization under Section 368(a) of the Code, Ligand and its stockholders could incur significant tax liabilities, and APAC and OmniAb could be required to indemnify Ligand for taxes that could be material pursuant to indemnification obligations under the tax matters agreement to be entered into in connection with the closing of the Merger (the “Tax Matters Agreement”).
Ligand expects to receive a tax opinion from Latham & Watkins LLP, tax counsel to Ligand, which shall provide that the Distribution will qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code and that the Merger will not cause Section 355(e) of the Code to apply to the Distribution. In addition, the obligations of Ligand and OmniAb to complete the Merger are conditioned upon, among other things, Ligand’s receipt of such tax opinion. The obligation of APAC to complete the Merger is conditioned upon, among other things, receipt of an opinion of Weil, Gotshal & Manges LLP, tax counsel to APAC, that the Merger will be treated as a reorganization under Section 368(a) of the Code. The opinions will be based on, among other things, certain facts, assumptions, representations and undertakings from Ligand, OmniAb and APAC, including those regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations, or undertakings are incorrect or not satisfied, Ligand may not be able to rely on the opinions, and Ligand and its stockholders could be subject to significant U.S. federal income tax liabilities. In addition, the opinions will not be binding on the IRS or the courts. Notwithstanding the opinions, the IRS could determine on audit that the
33
Distribution or Merger does not qualify as a reorganization if it determines that any of the facts, assumptions, representations or undertakings on which the opinions are based are not correct or have been violated or that the Distribution or Merger should be taxable for other reasons, including as a result of a significant change in stock or asset ownership after the Distribution.
If the Distribution, together with certain related transactions, is ultimately determined not to qualify as a reorganization, the Distribution could be treated as a taxable disposition of shares of OmniAb stock by Ligand and as a taxable dividend or capital gain to Ligand’s stockholders for U.S. federal income tax purposes. If the Merger is ultimately determined not to qualify as a reorganization, the Merger could be treated as a taxable disposition of OmniAb stock by Ligand stockholders. In either such case, Ligand and its stockholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities.
Under the Tax Matters Agreement that APAC and OmniAb will enter into with Ligand, APAC and OmniAb will generally be required to indemnify Ligand against taxes incurred by Ligand that arise as a result of certain actions or omissions by APAC or OmniAb that prevent the Distribution, together with certain related transactions, from qualifying as a reorganization under Sections 355 and 368(a)(1)(D) of the Code. Further, even if APAC and OmniAb are not responsible for tax liabilities of Ligand under the Tax Matters Agreement, OmniAb nonetheless could be liable under applicable U.S. federal tax law for such liabilities if Ligand were to fail to pay them. If APAC or OmniAb is required to pay any liabilities under the circumstances set forth in the Tax Matters Agreement or pursuant to applicable tax law, the amounts may be significant.
The anticipated benefits of the Separation and Merger may not be achieved.
We may not be able to achieve the full strategic and financial benefits expected to result from the Separation and Merger, including the potential that the Separation and Merger Combination will:
•allow each business to pursue its own operational and strategic priorities and more quickly respond to trends, developments and opportunities in its respective markets;
•create two separate and distinct management teams focused on each business’s unique strategic priorities, target markets and corporate development opportunities;
•give each business opportunity and flexibility by pursuing its own investment, capital allocation and growth strategies consistent with its long-term objectives;
•allow investors to separately value each business based on the unique merits, performance and future prospects of each business, providing investors with two distinct investment opportunities;
•enhance the ability of each business to attract and retain qualified management and to better align incentive-based compensation with the performance of each separate business; and
•give each of OmniAb and Ligand its own equity currency for use in connection with acquisitions.
We may not achieve the anticipated benefits of the Separation and Merger for a variety of reasons. Further, such benefits, if ultimately achieved, may be delayed. In addition, the Separation and Merger could materially and adversely affect our business, financial condition and results of operations.
The Separation and Distribution may expose Ligand and OmniAb to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.
The Separation and Distribution are subject to review under various state and federal fraudulent conveyance laws. Fraudulent conveyance laws generally provide that an entity engages in a constructive fraudulent conveyance when (i) the entity transfers assets and does not receive fair consideration or reasonably equivalent value in return; and (ii) the entity: (a) is insolvent at the time of the transfer or is rendered insolvent by the transfer; (b) has unreasonably small capital with which to carry on its business; or (c) intends to incur or believes it will incur debts beyond its ability to repay its debts as they mature. An unpaid creditor or an entity acting on behalf of a creditor (including without limitation a trustee or debtor-in-possession in a bankruptcy by OmniAb or Ligand or any of our respective subsidiaries) may bring an action alleging that the Separation or Distribution or any of the related transactions constituted a constructive fraudulent conveyance. If a court accepts these allegations, it could impose a number of remedies, including without limitation, voiding OmniAb’s claims against Ligand, requiring the future OmniAb stockholders to return to Ligand some or all of the shares of OmniAb common stock issued in the Distribution, or providing Ligand with a claim for money damages against OmniAb in an amount equal to the difference between the consideration received by Ligand and OmniAb fair market value at the time of the Distribution.
34
The measure of insolvency for purposes of the fraudulent conveyance laws will vary depending on which jurisdiction’s law is applied. Generally, an entity would be considered insolvent if (i) the present fair saleable value of its assets is less than the amount of its liabilities (including contingent liabilities); (ii) the present fair saleable value of its assets is less than its probable liabilities on its debts as such debts become absolute and matured; (iii) it cannot pay its debts and other liabilities (including contingent liabilities and other commitments) as they mature; or (iv) it has unreasonably small capital for the business in which it is engaged. We cannot assure you what standard a court would apply to determine insolvency or that a court would determine that OmniAb or Ligand or any of our subsidiaries were solvent at the time of or after giving effect to the Distribution.
The Distribution of OmniAb common stock is also subject to review under state corporate distribution statutes. Under the DGCL, a corporation may only pay dividends to its stockholders either (i) out of its surplus (net assets minus capital) or (ii) if there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared or the preceding fiscal year. Although Ligand intends to make the Distribution of OmniAb common stock entirely from surplus, we cannot assure you that a court will not later determine that some or all of the Distribution to Ligand stockholders was unlawful.
The announcement of the proposed Separation and Merger could disrupt OmniAb’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.
Risks relating to the impact of the announcement of the Separation and Merger on OmniAb’s business include the following:
•its employees may experience uncertainty about their future roles, which might adversely affect OmniAb’s ability to retain and hire key personnel and other employees;
•customers, suppliers, business partners and other parties with which OmniAb maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with OmniAb or fail to extend an existing relationship with OmniAb; and
•OmniAb has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Separation and Merger.
If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact the combined company’s results of operations and cash available to fund its business.
We will incur transaction costs in connection with the Separation and Merger.
OmniAb has both incurred and expects to incur significant, non-recurring costs in connection with consummating the Separation and Merger and operating as a public company following the consummation of the Separation and Merger. OmniAb may also incur additional costs to retain key employees. Although certain transaction expenses incurred in connection with the Merger Agreement, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by APAC following the closing of the Merger, OmniAb expects some increased operational costs as well.We will also bear all of OmniAb’s expenses if the Merger is not consummated.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Agreement and Plan of Merger, dated as of March, 23, 2022, by and among Avista Public Acquisition Corp. II, Ligand Pharmaceuticals Incorporated, OmniAb, Inc. and Orwell Merger Sub Inc.
Separation and Distribution Agreement, dated as of March 23, 2022, by and among Avista Public Acquisition Corp. II, Ligand Pharmaceuticals Incorporated and OmniAb, Inc.
Amended and Restated Forward Purchase Agreement, dated March 23, 2022, by and among Avista Public Acquisition Corp. II, Avista Acquisition LP II and OmniAb, Inc.
Indenture, dated as of May 22, 2018, between the Company and Wilmington Trust, National Association, as trustee, including the form of 0.75% Convertible Senior Notes due 2023
Certification by Principal Executive Officer, Pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification by Principal Financial Officer, Pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications by Principal Executive Officer and Principal Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101
The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Condensed Balance Sheets, (ii) Consolidated Condensed Statements of Operations, (iii) Consolidated Condensed Statement of Comprehensive Income, (iv) Consolidated Condensed Statements of Stockholders' Equity, (v) Consolidated Condensed Statements of Cash Flows, and (vi) the Notes to Consolidated Condensed Financial Statements.
X
104
The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in Inline XBRL and contained in Exhibit 101.
X
#Indicates management contract or compensatory plan.
* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Ligand Pharmaceuticals Incorporated agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
** These certifications are deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
August 9, 2022
By:
/s/ Matthew Korenberg
Matthew Korenberg
Executive Vice President, Finance and Chief Financial Officer
Duly Authorized Officer and Principal Financial Officer
