The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements (condensed consolidated financial statements) and the accompanying notes beginning on page 5 of this quarterly report on Form 10-Q and our audited consolidated financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year endedDecember 31, 2021 (2021 Form 10-K).
Executive Summary
Introduction
Biogen is a global biopharmaceutical company focused on discovering, developing and delivering worldwide innovative therapies for people living with serious neurological and neurodegenerative diseases as well as related therapeutic adjacencies. We have a leading portfolio of medicines to treat multiple sclerosis (MS), have introduced the first approved treatment for spinal muscular atrophy (SMA) and are providing the first and only approved treatment to address a defining pathology of Alzheimer's disease. We also commercialize biosimilars of advanced biologics and focus on advancing our pipeline in neuroscience and specialized immunology. Lastly, we are focused on accelerating our efforts in digital health to support our commercial and pipeline programs while also creating opportunities for potential digital therapeutics. We support our drug discovery and development efforts through the commitment of significant resources to discovery, research and development programs and business development opportunities. Our marketed products include TECFIDERA, VUMERITY,AVONEX , PLEGRIDY, TYSABRI and FAMPYRA for the treatment of MS; SPINRAZA for the treatment of SMA; ADUHELM for the treatment of Alzheimer's disease; and FUMADERM for the treatment of severe plaque psoriasis. We have certain business and financial rights with respect to RITUXAN for the treatment of non-Hodgkin's lymphoma, chronic lymphocytic leukemia (CLL) and other conditions; RITUXAN HYCELA for the treatment of non-Hodgkin's lymphoma and CLL; GAZYVA for the treatment of CLL and follicular lymphoma; OCREVUS for the treatment of primary progressive MS and relapsing MS (RMS); and other potential anti-CD20 therapies, including mosunetuzumab, pursuant to our collaboration arrangements withGenentech, Inc. (Genentech ), a wholly-owned member of the Roche Group. For additional information on our collaboration arrangements withGenentech , please read Note 18,
Collaborative and Other Relationships, to our consolidated financial statements included in our 2021 Form 10-K.
Our innovative drug development and commercialization activities are complemented by our biosimilar business that expands access to medicines and reduces the cost burden for healthcare systems. Through our collaboration withSamsung Bioepis Co., Ltd. (Samsung Bioepis ) we market and sell BENEPALI, an etanercept biosimilar referencing ENBREL, IMRALDI, an adalimumab biosimilar referencing HUMIRA, and FLIXABI, an infliximab biosimilar referencing REMICADE, in certain countries inEurope . We have also secured the exclusive rights to commercialize BYOOVIZ, a ranibizumab biosimilar referencing LUCENTIS, which was approved inthe United States (U.S. ), theEuropean Union (E.U.) and theUnited Kingdom (U.K. ) during the third quarter of 2021. For additional information on our collaboration arrangements withSamsung Bioepis , please read Note 16, Collaborative and Other Relationships, to our condensed consolidated financial statements included in this report. We seek to ensure an uninterrupted supply of medicines to patients around the world. To that end, we continually review our manufacturing capacity, capabilities, processes and facilities. In order to support our future growth and drug development pipeline, we are expanding our large molecule production capacity by building a large-scale biologics manufacturing facility inSolothurn, Switzerland . In the second quarter of 2021 a portion of the facility received a Good Manufacturing Practice (GMP) multi-product license from theSwiss Agency for Therapeutic Products (SWISSMEDIC ). InApril 2022 theU.S. Food and Drug Administration (FDA) approved the Prior Approval Supplement for theSolothurn facility for ADUHELM. We estimate the remainder of the facility will be operational during the first half of 2023. We believe that theSolothurn facility will support our anticipated near-term needs for the manufacturing of biologic assets. In addition, we believe that theSolothurn facility may provide us with the ability to further expand if we need additional large scale manufacturing capacity to support future clinical and commercial manufacturing requirements. If we are unable to fully utilize our manufacturing facilities, due to lower than forecasted demand for our products, we will incur excess capacity charges which will have a negative effect on our financial condition and results of operations. Our revenue depends upon continued sales of our products as well as the financial rights we have in our anti-CD20 therapeutic programs, and, unless we develop, acquire rights to and/or commercialize new products and technologies, we will be substantially dependent on sales from our products and our 40
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financial rights in our anti-CD20 therapeutic programs for many years.
In the longer term, our revenue growth will depend upon the successful clinical development, regulatory approval and launch of new commercial products as well as additional indications for our existing products, our ability to obtain and maintain patents and other rights related to our marketed products, assets originating from our research and development efforts and/or successful execution of external business development opportunities.
Business Environment
The biopharmaceutical industry and the markets in which we operate are intensely competitive. Many of our competitors are working to develop or have commercialized products similar to those we market or are developing and have considerable experience in undertaking clinical trials and in obtaining regulatory approval to market pharmaceutical products. In addition, the commercialization of certain of our own approved products, products of our collaborators and pipeline product candidates may negatively impact future sales of our existing products. Our products and revenue streams continue to face increasing competition in many markets from generic versions, prodrugs and biosimilars of existing products as well as products approved under abbreviated regulatory pathways. Such products are likely to be sold at substantially lower prices than branded products. Accordingly, the introduction of such products as well as other lower-priced competing products may significantly reduce both the price that we are able to charge for our products and the volume of products we sell, which will negatively impact our revenue. In addition, in some markets, when a generic or biosimilar version of one of our products is commercialized, it may be automatically substituted for our product and significantly reduce our revenue in a short period of time. Sales of our products depend, to a significant extent, on the availability and extent of adequate coverage, pricing and reimbursement from government health administration authorities, private health insurers and other organizations. When a new pharmaceutical product is approved, the availability of government and private reimbursement for that product may be uncertain, as is the pricing and amount for which that product will be reimbursed. Drug prices are under significant scrutiny in the markets in which our products are prescribed. We expect drug pricing and other health care costs to continue to be subject to intense political and societal pressures on a global basis.
Our failure to obtain or maintain adequate coverage, pricing or reimbursement for our products
could have an adverse effect on our business, reputation, revenue and results of operations, could curtail or eliminate our ability to adequately fund research and development programs for the discovery and commercialization of new products and/or could cause a decline or volatility in our stock price. In addition to the impact of competition, pricing actions and other measures being taken worldwide designed to reduce healthcare costs and limit the overall level of government expenditures, our sales and operations could also be affected by other risks of doing business internationally, including the impact of public health epidemics, such as the COVID-19 pandemic, on employees, the global economy and the delivery of healthcare treatments, geopolitical events, foreign currency exchange fluctuations, changes in intellectual property legal protections and changes in trade regulations and procedures. For a detailed discussion on our business environment, please read Item 1. Business, in our 2021 Form 10-K. For additional information on our competition and pricing risks that could negatively impact our product sales, please read Item 1A. Risk Factors included in this report.
ADUHELM (aducanumab)
InJune 2021 the FDA granted accelerated approval of ADUHELM, which we are collaborating on with Eisai Co., Ltd. (Eisai), based on reduction in amyloid beta plaques observed in patients treated with ADUHELM. As part of the accelerated approval, we are required to conduct a confirmatory trial to verify the clinical benefit of ADUHELM in patients with Alzheimer's disease. The FDA may withdraw approval if, among other things, the confirmatory trial fails to verify clinical benefit of ADUHELM, ADUHELM's benefit-risk is no longer positive or we fail to comply with the conditions of the accelerated approval.
The
InJanuary 2022 theCenters for Medicare and Medicaid Services (CMS) released a proposed National Coverage Determination (NCD) decision memorandum, stating the proposed NCD would cover FDA approved monoclonal antibodies that target amyloid for the treatment of Alzheimer's disease for people with Medicare only if they are enrolled in qualifying clinical trials.
In
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patients with Medicare can only access treatment if they are part of an approved clinical trial. We expect that this decision will reduce future demand for ADUHELM to a minimal level. During the first quarter of 2022 we wrote-off approximately$275.0 million of gross charges associated with inventory and purchase commitments related to ADUHELM and recognized approximately$45.0 million of gross idle capacity charges, as a result of this CMS decision, which were recognized in cost of sales within our condensed consolidated statements of income. We have recognized approximately$160.0 million related to Eisai's 45.0% share of these charges in collaboration profit (loss) sharing within our condensed consolidated statements of income. Additionally, as a result of the final NCD we will substantially eliminate our commercial infrastructure supporting ADUHELM, retaining minimal resources to manage patient access programs, including a continued free drug program for patients currently on treatment in theU.S. We expect to continue funding certain regulatory and research and development activities for ADUHELM, including the continuation of the EMBARK re-dosing study and the initiation of the Phase 4 post-marketing requirement study, ENVISION. Additional actions regarding ADUHELM may be informed by upcoming data readouts expected for this class of antibodies, as well as further engagement with the FDA and CMS. InMarch 2022 we amended our ADUHELM Collaboration Agreement with Eisai. EffectiveMarch 2022 we have sole decision making and commercialization rights worldwide on ADUHELM and beginningJanuary 1, 2023 , Eisai will receive a tiered royalty based on net sales of ADUHELM, rather than sharing global profits and losses. Eisai's share of development, commercialization and manufacturing expense is limited to$335.0 million for the period fromJanuary 1, 2022 toDecember 31, 2022 . Once the tiered royalty model commences onJanuary 1, 2023 , Eisai will not participate in ADUHELM's economics beyond these royalties.
Rest of World
InOctober 2020 theEuropean Medicines Agency (EMA) accepted for review the Marketing Authorization Application (MAA) for aducanumab and inDecember 2020 theMinistry of Health, Labor and Welfare accepted for review the Japanese New Drug Application (NDA) for aducanumab. InDecember 2021 the Committee for Medicinal Products for Human Use (CHMP) of the EMA adopted a negative opinion on the MAA for aducanumab inEurope . We sought re-examination of the opinion by the CHMP. InApril 2022 we announced our decision to withdraw our MAA for aducanumab inEurope .
If we do not receive regulatory approval or are unable to successfully commercialize aducanumab in
other jurisdictions, our financial condition, business and operations may be adversely affected.
TECFIDERA In 2020 U.S. federal courts inWest Virginia andDelaware entered judgments in favor of the defendants in patent infringement proceedings relating to TECFIDERA Orange-Book listed patents. We appealed both decisions. In late 2021 theU.S. Court of Appeals for the Federal Circuit (Federal Circuit) affirmed the judgment of theWest Virginia federal court. The appeals in the actions inDelaware are stayed. Multiple TECFIDERA generic entrants are now in the U.S. market and have deeply discounted prices compared to TECFIDERA. The generic competition for TECFIDERA has significantly reduced our TECFIDERA revenue and is expected to continue to have a substantial and increasing negative impact on ourU.S. TECFIDERA revenue in the future. InMay 2021 the European General Court annulled the EMA's decision not to validate applications for approval of TECFIDERA generics on the basis that the EMA conducted the wrong assessment when determining TECFIDERA's entitlement to regulatory data and marketing protection. Our Company, the EMA and theEuropean Commission (EC) have each appealed the General Court's decision as wrongly decided and the appeal is pending. InNovember 2021 the CHMP of the EMA issued an ad hoc opinion referencing the General Court's decision which concluded that "the totality of the available data cannot establish that [monoethyl fumarate] exerts a clinically relevant therapeutic contribution within FUMADERM."The EC will decide TECFIDERA's entitlement to regulatory data and market protection. If data and market protection is not upheld, we could face generic competition in the E.U. as early as the first half of 2022, which would have an adverse impact on our TECFIDERA sales in the E.U. and our results of operations. For additional information, please read Note 18, Litigation, to our condensed consolidated financial statements included in this report and the discussion under Results of Operations - Product Revenue - Multiple Sclerosis (MS) - Fumarate below. 42
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Business Update Regarding COVID-19 and Other Disruptions
COVID-19
The COVID-19 pandemic continues to present a substantial public health and economic challenge around the world. The length of time and full extent to which the COVID-19 pandemic directly or indirectly impacts our business, results of operations and financial condition, including sales, expense, reserves and allowances, the supply chain, manufacturing, clinical trials, research and development costs and employee-related costs, depends on future developments that are highly uncertain, subject to change and are difficult to predict, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19 as well as the economic impact on local, regional, national and international customers and markets. We are monitoring the demand for our products, including the duration and degree to which we may see delays in starting new patients on a product due to hospitals diverting the resources that are necessary to administer certain of our products to care for COVID-19 patients, including products, such as TYSABRI and SPINRAZA, that are administered in a physician's office or hospital setting. We may also see reduced demand for immunosuppressant therapies during the COVID-19 pandemic. While we are currently continuing the clinical trials we have underway in sites across the globe, COVID-19 precautions have impacted the timeline for some of our clinical trials and these precautions may, directly or indirectly, have a further impact on timing in the future. To help mitigate the impact of the COVID-19 pandemic to our clinical trials, we are pursuing innovative approaches such as remote monitoring, remote patient visits and supporting home infusions. These alternative measures have resulted in an immaterial increase to the cost of the clinical trials underway.
Conflict in
The ongoing geopolitical tensions related toRussia's invasion ofUkraine have resulted in global business disruptions and economic volatility, including sanctions and other restrictions levied on the government and businesses inRussia . Although we do not have affiliates or employees, in eitherRussia orUkraine , we do provide various therapies to patients inRussia through a distributor and are currently involved in clinical trials with sites inUkraine andRussia . The timing and costs of these trials may be impacted as a result of the conflict. For example, the development of orelabrutinib, an oral small molecule Bruton's tyrosine kinase inhibitor for the potential treatment of MS, that we are developing with
InnoCare has been delayed and will require the establishment of new clinical sites in other geographies.
The impact of the conflict on our operations and financial performance remains uncertain and will depend on future developments, including the severity and duration of the conflict, its impact on regional and global economic conditions and whether the conflict spreads or has effects on countries outsideUkraine andRussia . Revenue generated from sales in these regions represented less than 2.0% of total product revenue for the three months endedMarch 31, 2022 and the year endedDecember 31, 2021 .
We will continue to monitor the ongoing conflict between
Factors such as the COVID-19 pandemic, adverse weather events, geopolitical events, labor or raw material shortages and other supply chain disruptions could result in product shortages or other difficulties and delays or increased costs in manufacturing our products. For additional information on the various risks posed by the COVID-19 pandemic andRussia's invasion ofUkraine , please read Item 1A. Risk Factors included in this report. Financial Highlights Diluted earnings per share attributable toBiogen Inc. was$2.06 for the three months endedMarch 31, 2022 , representing a decrease of 23.4% compared to$2.69 in the same period in 2021.
As described below under Results of Operations, our net income and diluted
earnings per share attributable to
Revenue
•Total revenue was$2,531.8 million for the first quarter of 2022, representing a$162.2 million , or 6.0%, decrease compared to$2,694.0 million in the same period in 2021. •Product revenue, net totaled$2,066.3 million for the first quarter of 2022, representing a$145.4 million , or 6.6%, decrease compared to$2,211.7 million in the same period in 2021. This decrease was primarily due to an$88.8 million , or 6.0%, decrease in MS product revenue and a$48.0 million , or 9.2%, decrease in SPINRAZA product revenue.
•The decrease in MS product revenue was primarily due to a decrease in
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rest of world Interferon demand due to increasing competition from our other MS products as well as other treatments for MS, including biosimilars. The decrease was also due to a decrease inU.S. TECFIDERA demand as a result of multiple TECFIDERA generic entrants in the U.S. market. •The decrease in SPINRAZA revenue was primarily due to a decrease in demand as a result of increased competition in certain established markets, particularlyGermany , and the timing of shipments, as well as the unfavorable impact of foreign currency exchange. •Revenue from anti-CD20 therapeutic programs totaled$399.4 million for the first quarter of 2022, representing a$10.4 million , or 2.7%, increase compared to$389.0 million in the same period in 2021. This increase was primarily due to a$43.0 million , or 20.5%, increase in royalty revenue on sales of OCREVUS, partially offset by a$31.0 million , or 19.5%, decrease in RITUXAN revenue. Sales of RITUXAN have been adversely affected by the onset of biosimilars competition.
•Other revenue totaled
Expense
•Total cost and expense was$1,921.1 million for the first quarter of 2022, representing a$201.0 million , or 11.7%, increase compared to$1,720.1 million in the same period in 2021. •This increase was primarily due to a$275.8 million , or 57.7%, increase in cost of sales, driven by approximately$275.0 million of gross charges associated with inventory and purchase commitments in excess of forecasted demand related to ADUHELM, as well as approximately$45.0 million of gross idle capacity charges.
•The increase in cost and expense for the first quarter of 2022 also reflects an
increase in selling, general and administrative expense due to ADUHELM
commercialization expense of approximately
restructuring charges of approximately
As described below under Financial Condition, Liquidity and Capital Resources:
•We generated
•Cash, cash equivalents and marketable securities totaled approximately
•There were no share repurchases of our common stock during the first quarter of 2022 under a program authorized by our Board of Directors inOctober 2020 to repurchase up to$5.0 billion of our common stock (2020 Share Repurchase Program). Approximately$2.8 billion remained available under our 2020 Share Repurchase Program as ofMarch 31, 2022 .
Collaborative and Other Relationships
For additional information on our collaborative and other relationships discussed below, please read Note 16, Collaborative and Other Relationships, and Note 17, Investments in Variable Interest Entities, to our condensed consolidated financial statements included in this report.
InJanuary 2022 we entered into an agreement to sell to Samsung BioLogics our equity inSamsung Bioepis , which was completed onApril 20, 2022 . Under the terms of the transaction, we received approximately$1.0 billion in cash at closing and will receive approximately$1.3 billion to be deferred over two payments of$812.5 million due at the first anniversary and$437.5 million due at the second anniversary of the closing of the transaction. We are also eligible to receive up to an additional$50.0 million upon the achievement of certain commercial milestones. For additional information on the transaction and our collaboration arrangements withSamsung Bioepis , please read Note 16, Collaborative and Other Relationships, to our condensed consolidated financial statements included in this report.
Eisai Collaboration Agreements
ADUHELM Collaboration Agreement
In
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royalty based on net sales of ADUHELM, rather than sharing global profits and losses. Eisai's share of development, commercialization and manufacturing expense is limited to$335.0 million for the period fromJanuary 1, 2022 toDecember 31, 2022 . Once the tiered royalty model commences onJanuary 1, 2023 , Eisai will not participate in ADUHELM's economics beyond these royalties.
Lecanemab Collaboration
In
For additional information on our collaboration arrangements with Eisai, please read Note 16, Collaborative and Other Relationships, to our condensed consolidated financial statements included in this report.
Other Key Developments
2022 Cost Saving Initiatives
InDecember 2021 andMay 2022 we announced our plans to implement a series of cost-reduction measures during 2022. These savings are expected to be achieved through a number of initiatives, including reductions to our workforce, primarily within our global Alzheimer's infrastructure, the consolidation of certain real estate locations and operating efficiency gains across our selling, general and administrative and research and development functions. Under these initiatives, we expect to incur restructuring charges ranging from approximately$100.0 million to$150.0 million . These amounts are primarily related to severance and are expected to be substantially incurred and paid by the end of 2022. For additional information on our 2022 cost saving initiatives, please read Note 2, Restructuring, Business Transformation and Other Cost Saving Initiatives, to our condensed consolidated financial statements included in this report. 45
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Table of Contents RESULTS OF OPERATIONS Revenue
Revenue is summarized as follows:
For the Three Months Ended March 31, (In millions, except percentages) 2022 2021 $ Change % Change Product revenue, net: United States$ 875.2 34.6 %$ 899.8 33.4 %$ (24.6) (2.7) % Rest of world 1,191.1 47.0 1,311.9 48.7 (120.8) (9.2) Total product revenue, net 2,066.3 81.6 2,211.7 82.1 (145.4) (6.6) Revenue from anti-CD20 therapeutic programs 399.4 15.8 389.0 14.4 10.4 2.7 Other revenue 66.1 2.6 93.3 3.5 (27.2) (29.2) Total revenue$ 2,531.8 100.0 %$ 2,694.0 100.0 %$ (162.2) (6.0) % Product Revenue
Product revenue is summarized as follows:
For the Three Months Ended March 31, (In millions, except percentages) 2022 2021 $ Change % Change Multiple Sclerosis (MS): Fumarate(1)$ 537.9 26.0 %$ 552.9 25.0 %$ (15.0) (2.7) % Interferon(2) 309.6 15.0 400.5 18.1 (90.9) (22.7) TYSABRI 520.8 25.2 503.3 22.8 17.5 3.5 FAMPYRA 26.2 1.3 26.6 1.2 (0.4) (1.5) Subtotal: MS 1,394.5 67.5 1,483.3 67.1 (88.8) (6.0) Spinal Muscular Atrophy: SPINRAZA 472.5 22.9 520.5 23.5 (48.0) (9.2) Alzheimer's disease: ADUHELM(3) 2.8 0.1 - - 2.8 nm Biosimilars: BENEPALI 114.7 5.5 121.7 5.5 (7.0) (5.8) IMRALDI 57.1 2.8 57.9 2.6 (0.8) (1.4) FLIXABI 22.5 1.1 25.5 1.2 (3.0) (11.8) Subtotal: Biosimilars 194.3 9.4 205.1 9.3 (10.8) (5.3) Other: FUMADERM 2.2 0.1 2.8 0.1 (0.6) (21.4) Total product revenue, net$ 2,066.3 100.0 %$ 2,211.7 100.0 %$ (145.4) (6.6) % (1) Fumarate includes TECFIDERA and VUMERITY. VUMERITY became commercially available in the E.U. during the fourth quarter of 2021. (2) Interferon includesAVONEX and PLEGRIDY. (3) InJune 2021 the FDA granted accelerated approval of ADUHELM, which became commercially available in theU.S. during the second quarter of 2021. For additional information, please read Note 16, Collaborative and Other Relationships - Eisai Co., Ltd. - ADUHELM Collaboration Agreement, to our condensed consolidated financial statements included in this report. nm Not meaningful 46 -------------------------------------------------------------------------------- Table of Contents Multiple Sclerosis (MS)
Fumarate
[[Image Removed: biib-20220331_g2.jpg]]
Fumarate revenue includes sales from TECFIDERA and VUMERITY. During the fourth quarter of 2021 VUMERITY was approved for the treatment of relapsing-remitting MS (RRMS) in the E.U.,Switzerland and theU.K. For the three months endedMarch 31, 2022 , compared to the same period in 2021, the 2.7% increase inU.S. Fumarate revenue was primarily due to a favorable adjustment of prior year estimates on Medicaid-related sales of VUMERITY. The increase was also due to an increase in VUMERITY sales volumes in theU.S. , partially offset by a decrease in TECFIDERA demand as a result of multiple TECFIDERA generic entrants in the U.S. market.
For the three months ended
In 2020 U.S. federal courts inWest Virginia andDelaware entered judgments in favor of the defendants in patent infringement proceedings relating to TECFIDERA Orange-Book listed patents. We appealed both decisions. In late 2021 the Federal Circuit affirmed the judgment of theWest Virginia federal court. The appeals in the actions inDelaware are stayed. Multiple TECFIDERA generic entrants are now in the U.S. market and have deeply discounted prices compared to TECFIDERA. The generic competition for TECFIDERA has significantly reduced our TECFIDERA revenue and is expected to continue to have a substantial and increasing negative impact on ourU.S. TECFIDERA revenue in the future. InMay 2021 the European General Court annulled the EMA's decision not to validate applications for approval of TECFIDERA generics on the basis that the EMA conducted the wrong assessment when determining TECFIDERA's entitlement to regulatory data and marketing protection. Our Company, the EMA and the EC have each appealed the General Court's decision as wrongly decided and the appeal is pending. InNovember 2021 the CHMP of the EMA issued an ad hoc opinion referencing the General Court's decision which concluded that "the totality of the available data cannot establish that [monoethyl fumarate] exerts a clinically relevant therapeutic contribution within FUMADERM."The EC will decide TECFIDERA's entitlement to regulatory data and market protection. If data and market protection is not upheld, we could face generic competition in the E.U. as early as the first half of 2022, which would have an adverse impact on our TECFIDERA sales in the E.U. and our results of operations.
For additional information, please read Note 18, Litigation, to our condensed consolidated financial statements included in this report.
We expect that TECFIDERA revenue will continue to decline in 2022, compared to 2021, as a result of increasing generic competition.
We expect an increase in VUMERITY sales volumes in 2022, compared to 2021, mostly due to demand growth, including the continued launch of VUMERITY in the E.U.
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Interferon
[[Image Removed: biib-20220331_g3.jpg]]
For the three months endedMarch 31, 2022 , compared to the same period in 2021, the 24.6% decrease inU.S. Interferon revenue was primarily due to a decrease in Interferon sales volumes of 14.6% and a decrease in pricing of 10.0%. The net decline in sales volumes reflects the continued decline of the Interferon market as patients transition to other higher efficacy and oral MS therapies. For the three months endedMarch 31, 2022 , compared to the same period in 2021, the 19.8% decrease in rest of world Interferon revenue was primarily due to a decrease in Interferon sales volumes resulting from the continued decline of the Interferon market. We expect that Interferon revenue will continue to decline in both theU.S. and rest of world markets in 2022, compared to 2021, as a result of increasing competition from other MS products, including biosimilars, and further pricing reductions in certain European markets.
TYSABRI
[[Image Removed: biib-20220331_g4.jpg]]
For the three months endedMarch 31, 2022 , compared to the same period in 2021, the 4.1% increase inU.S. TYSABRI revenue was primarily due to price increases, partially offset by a decrease in sales volumes.
For the three months ended
We anticipate TYSABRI revenue to be relatively flat on a global basis in 2022, compared to 2021, despite increasing competition from additional treatments for MS. We expect to continue to face price reductions in certain European markets. 48
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Table of Contents Spinal Muscular Atrophy SPINRAZA
[[Image Removed: biib-20220331_g5.jpg]]
For the three months endedMarch 31, 2022 , compared to the same period in 2021, the 9.8% increase inU.S. SPINRAZA revenue was primarily due to an increase in sales volumes resulting from favorable channel dynamics. For the three months endedMarch 31, 2022 , compared to the same period in 2021, the 16.8% decrease in rest of world SPINRAZA revenue was primarily due to a decrease in sales volumes of 10.0% resulting from increased competition in certain established markets, particularlyGermany , and the timing of shipments, as well as the unfavorable impact of foreign currency exchange. The decrease was partially offset by sales volume growth in certain Asian markets. We face competition from a gene therapy product and an oral product. In 2022 we expect that SPINRAZA revenue will be subject to increased competition likely resulting in continued patient discontinuations and a lower rate of new patient starts combined with the impact of loading dose dynamics as patients transition to dosing once every four months and lower prices in certain rest of world countries.
For additional information on our collaboration arrangements with Ionis Pharmaceuticals, Inc. (Ionis), please read Note 18, Collaborative and Other Relationships, to our consolidated financial statements included in our 2021 Form 10-K.
Alzheimer's Disease ADUHELM
[[Image Removed: biib-20220331_g6.jpg]]
In
InApril 2022 the CMS released the final NCD for the class of anti-amyloid treatments in Alzheimer's disease, including ADUHELM. The final NCD confirmed coverage with evidence development, in which patients with Medicare can only access treatment if they are part of an approved clinical trial. We expect that this decision will reduce future demand for ADUHELM to a minimal level. Additionally, as a result of the final NCD we will substantially eliminate our commercial infrastructure supporting ADUHELM, retaining minimal resources to manage patient access programs, including a continued free drug program for patients currently on treatment in theU.S.
For additional information on our collaboration arrangements with Eisai, please read Note 16, Collaborative and Other Relationships, to our condensed consolidated financial statements included in this report.
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Table of Contents Biosimilars BENEPALI, IMRALDI and FLIXABI [[Image Removed: biib-20220331_g7.jpg]] For the three months endedMarch 31, 2022 , compared to the same period in 2021, the 5.3% decrease in biosimilar revenue was primarily due to a decrease in pricing in certain markets and unfavorable foreign currency impact, partially offset by an increase in sales volumes.
During the third quarter of 2021 BYOOVIZ, a biosimilar referencing LUCENTIS, was
approved in the
We anticipate a slight decline in revenue from our biosimilars business in 2022, compared to 2021, despite the launch of BYOOVIZ in theU.S. and an anticipated modest increase in sales volumes in 2022, as we continue to face price reductions in certain markets.
For additional information on our collaboration arrangements with
Revenue from Anti-CD20 Therapeutic Programs
Our share of RITUXAN, including RITUXAN HYCELA, and GAZYVA collaboration operating profits in theU.S. and other revenue from anti-CD20 therapeutic programs are summarized in the table below. For purposes of this discussion, we refer to RITUXAN and RITUXAN HYCELA collectively as RITUXAN. [[Image Removed: biib-20220331_g8.jpg]] Biogen's Share of Pre-tax Profits in theU.S. for RITUXAN and GAZYVA
The following table provides a summary of amounts comprising our share of
pre-tax profits in the
For the Three Months Ended March 31, (In millions) 2022 2021 Product revenue, net $ 455.0 $ 551.4 Cost and expense 59.8 74.2 Pre-tax profits in the U.S. 395.2 477.2 Biogen's share of pre-tax profits $
143.2 $ 174.1
For the three months endedMarch 31, 2022 , compared to the same period in 2021, the decrease inU.S. product revenue, net was primarily due to a decrease in sales volumes of RITUXAN in theU.S. of 30.4%, primarily due to the onset of competition from multiple biosimilar products and a decrease in GAZYVA sales volumes of 3.6%.
For the three months ended
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to lower cost of sales, selling and marketing expense and distribution costs related to RITUXAN.
We are aware of several other anti-CD20 molecules, including biosimilar products, that have been approved and are competing with RITUXAN and GAZYVA in the oncology and other markets. InNovember 2019 ,January 2020 andJanuary 2021 biosimilar products referencing RITUXAN were launched in theU.S. and are being offered at lower prices. This competition has had a significant adverse impact on the pre-tax profits of our collaboration arrangements withGenentech , as the sales of RITUXAN have decreased substantially compared to prior periods. We expect that biosimilar competition will continue to increase as these products capture additional market share and that this will have a significant adverse impact on our co-promotion profits in theU.S. in future years.
Other Revenue from Anti-CD20 Therapeutic Programs
Other revenue from anti-CD20 therapeutic programs consists of royalty revenue on sales of OCREVUS and our share of pre-tax co-promotion profits from RITUXAN inCanada . For the three months endedMarch 31, 2022 , compared to the same period in 2021, the increase in other revenue from anti-CD20 therapeutic programs was primarily due to sales growth of OCREVUS. Royalty revenue recognized on sales of OCREVUS for the three months endedMarch 31, 2022 , totaled$252.3 million compared to$209.3 million in the prior year comparative period. OCREVUS royalty revenue is based on our estimates from third party and market research data of OCREVUS sales occurring during the corresponding period. Differences between actual and estimated royalty revenue will be adjusted for in the period in which they become known, which is generally expected to be the following quarter. For additional information on our collaboration arrangements withGenentech , including information regarding the pre-tax profit-sharing formula and its impact on future revenue from anti-CD20 therapeutic programs, please read Note 18, Collaborative and Other Relationships, to our consolidated financial statements included in our 2021 Form 10-K.
Other Revenue
Other revenue is summarized as follows:
For the Three Months Ended March 31, (In millions, except percentages) 2022 2021 % Change $
Change
Revenue from collaborative and other relationships$ 8.0 12.1 %$ 3.9 4.2 % 105.1 % $
4.1
Other royalty and corporate revenue 58.1 87.9 89.4 95.8 (35.0) (31.3) Total other revenue$ 66.1 100.0 %$ 93.3 100.0 % (29.2) %$ (27.2)
Revenue from Collaborative and Other Relationships
Revenue from collaborative and other relationships primarily includes royalty
revenue on biosimilar products from
For additional information on our collaborative arrangements with
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Other Royalty and Corporate Revenue [[Image Removed: biib-20220331_g9.jpg]] We receive royalties from net sales on products related to patents that we have out-licensed and we record other corporate revenue primarily from amounts earned under contract manufacturing agreements. For the three months endedMarch 31, 2022 , compared to the same period in 2021, the decrease in other royalty and corporate revenue was primarily due to lower contract manufacturing revenue related to timing of batch releases.
Reserves for Discounts and Allowances
Revenue from product sales is recorded net of reserves established for applicable discounts and allowances, including those associated with the implementation of pricing actions in certain international markets where we operate.
These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to our customer) or a liability (if the amount is payable to a party other than our customer). These estimates reflect our historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Actual amounts may ultimately differ from our estimates. If actual results vary, we adjust these estimates, which could have an effect on earnings in the period of adjustment. Reserves for discounts, contractual adjustments and returns that reduced gross product revenue are summarized as follows: [[Image Removed: biib-20220331_g10.jpg]]
For the three months ended
Discounts
Discounts include trade term discounts and wholesaler incentives.
For the three months ended
Contractual Adjustments
Contractual adjustments primarily relate to Medicaid and managed care rebates in
the
For the three months endedMarch 31, 2022 , compared to the same period in 2021, the decrease in contractual adjustments was primarily driven by lower TECFIDERA sales in theU.S. , resulting in lower pharmacy rebates, co-pay assistance and managed care rebates, as well as lower Medicaid rebates in the 52
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Returns
Product return reserves are established for returns made by wholesalers. In accordance with contractual terms, wholesalers are permitted to return product for reasons such as damaged or expired product. The majority of wholesaler returns are due to product expiration. Provisions for product returns are recognized in the period the related revenue is recognized, resulting in a reduction to product sales.
For the three months ended
For additional information on our revenue reserves, please read Note 3, Revenue, to our condensed consolidated financial statements included in this report.
Cost and Expense
A summary of total cost and expense is as follows:
For the Three Months Ended March 31, (In millions, except percentages) 2022 2021 % Change $ Change Cost of sales, excluding amortization and impairment of acquired intangible assets$ 753.9 $ 478.1 57.7 %$ 275.8 Research and development 551.7 514.2 7.3 37.5 Selling, general and administrative 634.9 595.0 6.7 39.9
Amortization and impairment of acquired intangible assets
66.9 98.1 (31.8) (31.2) Collaboration profit (loss) sharing (117.3) 68.5 (271.2) (185.8) (Gain) loss on fair value remeasurement of contingent consideration (7.1) (33.8) (79.0) 26.7 Restructuring charges 38.1 - nm 38.1 Total cost and expense$ 1,921.1 $ 1,720.1 11.7 %$ 201.0 nm Not meaningful Cost of Sales, Excluding Amortization and Impairment of Acquired Intangible Assets [[Image Removed: biib-20220331_g11.jpg]] Product Cost of Sales
For the three months ended
During the first quarter of 2022 we recorded approximately$275.0 million of gross charges associated with inventory and purchase commitments in excess of forecasted demand related to ADUHELM, as well as approximately$45.0 million of gross idle capacity charges, which were recognized in cost of sales within our condensed consolidated statements of income. We have recognized approximately$160.0 million related to Eisai's 45.0% share of these charges in collaboration profit (loss) sharing within our condensed consolidated statements of income.
For the three months ended
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Research and Development [[Image Removed: biib-20220331_g12.jpg]] [[Image Removed: biib-20220331_g13.jpg]]
We support our drug discovery and development efforts through the commitment of significant resources to discovery, research and development programs and business development opportunities.
A significant amount of our research and development costs consists of indirect costs incurred in support of overall research and development activities and non-specific programs, including activities that benefit multiple programs, such as 54
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management costs, as well as depreciation, information technology and facility-based expenses. These costs are considered other research and development costs in the table above and are not allocated to a specific program or stage.
Research and development expense incurred in support of our marketed products includes costs associated with product lifecycle management activities including, if applicable, costs associated with the development of new indications for existing products. Late stage programs are programs in Phase 3 development or in registration stage. Early stage programs are programs in Phase 1 or Phase 2 development. Research and discovery represents costs incurred to support our discovery research and translational science efforts. Costs are reflected in the development stage based upon the program status when incurred. Therefore, the same program could be reflected in different development stages in the same year. For several of our programs, the research and development activities are part of our collaborative and other relationships. Our costs reflect our share of the total costs incurred. For the three months endedMarch 31, 2022 , compared to the same period in 2021, the increase in research and development expense was primarily due to milestone payments, an increase in spending related to lecanemab, the advancement of BIIB059 (anti-BDCA2) for the potential treatment of systemic lupus erytheatosus (SLE), the development of mosunetuzumab, a late-stage bispecific antibody in development for B-cell non-Hodgkin's lymphoma and other therapeutic areas, the development of BIIB124 (SAGE-324) for the potential treatment of essential tremor, which we are developing in collaboration with Sage Therapeutics, Inc. (Sage), the development of BIIB122 (DNL151) for the potential treatment of Parkinson's disease, which we are developing in collaboration with Denali Therapeutics Inc. (Denali), and the development of BIIB135 (orelabrutinib) for the potential treatment of MS. In 2021 we recorded upfront payments related to our new collaborations as part of research and development expense. Excluding upfront payments, we expect our core research and development expense in 2022 to be consistent with 2021 as we continue to invest in our pipeline. We intend to continue committing significant resources to targeted research and development opportunities where there is a significant unmet need and where a drug candidate has the potential to be highly differentiated. Early Stage Programs For the three months endedMarch 31, 2022 , compared to the same period in 2021, the decrease in spending related to our early stage programs was primarily due to a decrease in costs associated with:
•the discontinuation of BIIB054 (cinpanemab) in Parkinson's disease;
•the discontinuation of gosuranemab (BIIB092) in Alzheimer's disease;
•the discontinuation of BIIB112 (cotoretigene toliparvovec) in X-linked retinitis pigmentosa; and
•the advancement of BIIB059 for the potential treatment of SLE into late stage.
These decreases were partially offset by an increase in costs associated with:
•an increase in spending in the development of BIIB124 for the potential treatment of essential tremor;
•an increase in spending in the development of BIIB122 for the potential treatment of Parkinson's disease; and
•an increase in spending in the development of BIIB135 for the potential treatment of MS.
Late Stage Programs
For the three months endedMarch 31, 2022 , compared to the same period in 2021, the decrease in spending associated with our late stage programs was primarily due to:
•the advancement of ADUHELM from late stage to marketed upon the accelerated
approval of ADUHELM in the
•the discontinuation of BIIB111 (timrepigene emparvovec) in choroideremia.
These decreases were partially offset by an increase in costs associated with:
•the advancement of BIIB059 for the potential treatment of SLE into late stage;
•an increase in spending related to lecanemab; and
•an increase in spending related to mosunetuzumab, a late-stage bispecific antibody in development for B-cell non-Hodgkin's lymphoma and other therapeutic areas. 55
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Marketed Programs
For the three months endedMarch 31, 2022 , compared to the same period in 2021, the increase in spending associated with our marketed programs was primarily due to an increase in costs associated with:
•the advancement of ADUHELM from late stage to marketed upon the accelerated
approval of ADUHELM in the
InMarch 2019 Eisai initiated a global Phase 3 trial for the development of lecanemab in early Alzheimer's disease. Under our collaboration arrangement, Eisai serves as the lead of lecanemab development and regulatory submissions globally with both companies co-commercializing and co-promoting the product, and Eisai having final decision-making authority. All costs, including research, development, sales and marketing expense, are shared equally between us and Eisai.
For additional information on our collaboration arrangements with Eisai, please read Note 16, Collaborative and Other Relationships, to our condensed consolidated financial statements included in this report.
Selling, General and Administrative [[Image Removed: biib-20220331_g14.jpg]] For the three months endedMarch 31, 2022 , compared to the same period in 2021, the 6.7% increase in selling, general and administrative expense was primarily due to gross ADUHELM commercialization expense of approximately$80.0 million , partially offset by cost-reduction measures realized during the first quarter of 2022. As a result of the final NCD we will substantially eliminate our commercial infrastructure supporting ADUHELM, retaining minimal resources to manage patient access programs, including a continued free drug program for patients currently on treatment in theU.S. Beginning in the second quarter of 2021 reimbursement from Eisai for its share ofU.S. ADUHELM selling, general and administrative expense is recognized in collaboration profit (loss) sharing in our condensed consolidated statements of income.
Amortization and Impairment of Acquired Intangible Assets [[Image Removed: biib-20220331_g15.jpg]]
Our amortization expense is based on the economic consumption and impairment of intangible assets. Our most significant amortizable intangible assets are related to our TYSABRI,AVONEX , SPINRAZA, VUMERITY and TECFIDERA (rest of world) products and other programs acquired through business combinations. For the three months endedMarch 31, 2022 , compared to the same period inMarch 31, 2021 , the decrease in amortization and impairment of acquired intangible assets was primarily related to a$44.3 million impairment charge recorded during the first quarter of 2021 related to vixotrigine (BIIB074) for the potential treatment of trigeminal neuralgia (TGN). For the three months endedMarch 31, 2022 , we had no impairment charges. We monitor events and expectations regarding product performance. If new information indicates that the assumptions underlying our most recent analysis are substantially different than those utilized in our current estimates, our analysis would be updated and may result in a significant change in the anticipated lifetime revenue of the relevant products. The occurrence of an adverse event could substantially increase the amount of amortization expense related to our acquired intangible assets as compared to previous periods or our current expectations, which may result in a significant negative impact on our future results of operations. 56
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IPR&D Related to Business Combinations
IPR&D represents the fair value assigned to research and development assets that we acquired as part of a business combination and had not yet reached technological feasibility at the date of acquisition. We review amounts capitalized as acquired IPR&D for impairment annually, as ofOctober 31 , and whenever events or changes in circumstances indicate to us that the carrying value of the assets might not be recoverable. Overall, the value of our acquired IPR&D assets is dependent upon several variables, including estimates of future revenue and the effects of competition, our ability to secure sufficient pricing in a competitive market, our ability to confirm safety and efficacy based on data from clinical trials and regulatory feedback, the level of anticipated development costs and the probability and timing of successfully advancing a particular research program from one clinical trial phase to the next. We are continually reevaluating our estimates concerning these and other variables, including our life cycle management strategies, research and development priorities and development risk, changes in program and portfolio economics and related impact of foreign currency exchange rates and economic trends and evaluating industry and company data regarding the productivity of clinical research and the development process. Changes in our estimates may result in a significant change to our valuation of our IPR&D assets.
Vixotrigine
In the periods since we acquired vixotrigine, there have been numerous delays in the initiation of Phase 3 studies for the potential treatment of TGN and for the potential treatment of diabetic painful neuropathy (DPN), another form of neuropathic pain. We have engaged with the FDA regarding the design of the Phase 3 studies of vixotrigine for the potential treatment of TGN and DPN and are now performing an additional clinical trial of vixotrigine, which is expected to be completed by the end of 2022. The performance of this additional clinical trial delayed the initiation of the Phase 3 studies of vixotrigine for the potential treatment of TGN, and, as a result, we recognized an impairment charge of$44.3 million related to vixotrigine for the potential treatment of TGN during the first quarter of 2021.
As of
For additional information on the amortization and impairment of our acquired intangible assets, please read Note 5, Intangible Assets andGoodwill , to our condensed consolidated financial statements included in this report. Collaboration Profit (Loss) Sharing [[Image Removed: biib-20220331_g16.jpg]] Collaboration profit (loss) sharing primarily includes Samsung Bioepis' 50.0% share of the profit or loss related to our biosimilars commercial agreement withSamsung Bioepis and, beginning in the second quarter of 2021, Eisai's 45.0% share of income and expense in theU.S. related to the ADUHELM Collaboration Agreement. For the three months endedMarch 31, 2022 , we recognized net profit-sharing expense of$64.4 million to reflect Samsung Bioepis' 50.0% sharing of the net collaboration profits compared to a net profit-sharing expense of$68.5 million in the prior year comparative period.
For the three months ended
For additional information on our collaboration arrangements with
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(Gain) Loss on Fair Value Remeasurement of Contingent Consideration [[Image Removed: biib-20220331_g17.jpg]]
Consideration payable for certain of our business combinations includes future payments that are contingent upon the occurrence of a particular event or events. We record an obligation for such contingent consideration payments at fair value on the acquisition date. We then revalue our contingent consideration obligations each reporting period. Changes in the fair value of our contingent consideration obligations, other than changes due to payments, are recognized as a (gain) loss on fair value remeasurement of contingent consideration in our condensed consolidated statements of income.
For the three months ended
Restructuring Charges [[Image Removed: biib-20220331_g18.jpg]]
2022 Cost Saving Initiatives
InDecember 2021 andMay 2022 we announced our plans to implement a series of cost-reduction measures during 2022. These savings are expected to be achieved through a number of initiatives, including reductions to our workforce, primarily within our global Alzheimer's infrastructure, the consolidation of certain real estate locations and operating efficiency gains across our selling, general and administrative and research and development functions. Under these initiatives, we expect to incur restructuring charges ranging from approximately$100.0 million to$150.0 million . These amounts are primarily related to severance and are expected to be substantially incurred and paid by the end of 2022. For the three months endedMarch 31, 2022 , we recognized$27.7 million of employee related costs, primarily related to severance. These costs were recorded in restructuring charges in our condensed consolidated statements of income. Our restructuring reserve is included in accrued expense and other in our condensed consolidated balance sheets. Following an evaluation of our current capacity needs, inMarch 2022 we ceased using a patient services office space inDurham, North Carolina . We are marketing the space for sublease. Our decision to cease using the facility resulted in the immediate expense of certain leasehold improvements and other assets at this facility, which we do not believe can be adequately recovered in a sublease. As a result, for the three months endedMarch 31, 2022 , we recognized approximately$10.4 million of accelerated depreciation expense, which was recorded in 58
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restructuring charges in our condensed consolidated statements of income.
The following table summarizes the charges and spending related to our 2022 cost saving initiatives for the three months endedMarch 31, 2022 : (In millions) Workforce Reduction Total Restructuring reserve as of December 31, 2021 $ - $ - Expense 27.7 27.7 Payment (6.2) (6.2) Restructuring reserve as of March 31, 2022 $ 21.5$ 21.5 Other Income (Expense), Net [[Image Removed: biib-20220331_g19.jpg]]
For the three months ended
For the three months endedMarch 31, 2022 , net unrealized losses and realized gains on our holdings in equity securities were approximately$190.9 million and$0.2 million , respectively, compared to net unrealized losses and realized gains of approximately$442.3 million and$6.2 million , respectively, in the prior year comparative period. The net unrealized losses recognized during the three months endedMarch 31, 2022 , primarily reflect decreases in the aggregate fair value of our investments in Denali,Sage and Sangamo Therapeutics, Inc. (Sangamo) common stock of approximately$205.5 million . Income Tax Provision [[Image Removed: biib-20220331_g20.jpg]] Our effective tax rate fluctuates from year to year due to the global nature of our operations. The factors that most significantly impact our effective tax rate include changes in tax laws, variability in the allocation of our taxable earnings among multiple jurisdictions, the amount and characterization of our research and development expense, the levels of certain deductions and credits, acquisitions and licensing transactions.
During the second quarter of 2021 we recorded a net deferred tax asset in
During the first quarter of 2022, upon issuance of the final NCD related to ADUHELM, we recorded an additional valuation allowance of approximately$85.0 million to reduce the net value of this deferred tax asset to zero. These adjustments to our deferred tax assets and their valuation allowances are each recorded with an equal and offsetting amount assigned to net income (loss) attributable to noncontrolling interests, net of tax in our condensed consolidated statements of income, resulting in a zero net impact to net income attributable toBiogen Inc. For the three months endedMarch 31, 2022 , compared to the same period in 2021, the increase in our effective tax rate was primarily due to a deferred tax expense related to a valuation allowance, as discussed above, and the non-cash tax effects of changes in the value of our equity investments. The tax effects of this change in value of our equity 59
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investments were recorded discretely, since changes in value of equity investments cannot be forecasted.
For additional information on our collaboration arrangement with Neurimmune, please read Note 17, Investments in Variable Interest Entities, to these condensed consolidated financial statements.
For additional information on our income taxes please read Note 14, Income Taxes, to our condensed consolidated financial statements included in this report.
Equity in (Income) Loss of Investee, Net of Tax [[Image Removed: biib-20220331_g21.jpg]] InFebruary 2012 we entered into a joint venture agreement with Samsung BioLogics establishing an entity,Samsung Bioepis , to develop, manufacture and market biosimilar products. As ofMarch 31, 2022 , our ownership percentage was approximately 49.9%. We recognize our share of the results of operations related to our investment inSamsung Bioepis under the equity method of accounting one quarter in arrears when the results of the entity become available, which is reflected as equity in (income) loss of investee, net of tax in our condensed consolidated statements of income. We recognize amortization on certain basis differences resulting from ourNovember 2018 investment.
For the three months ended
For the three months ended
million, reflecting our share of Samsung Bioepis' operating losses, net of tax
totaling
For additional information on our collaboration arrangements with
Noncontrolling Interests, Net of Tax [[Image Removed: biib-20220331_g22.jpg]] Our condensed consolidated financial statements include the financial results of our variable interest entity, Neurimmune, as we determined that we are the primary beneficiary. For the three months endedMarch 31, 2022 , compared to the same period in 2021, the change in net income (loss) attributable to noncontrolling interests, net of tax, was primarily due to a valuation allowance related to a prior year deferred tax benefit associated with the accelerated approval of ADUHELM by the FDA in theU.S. In the first quarter of 2022 we recorded a valuation allowance of approximately$85.0 million related to this deferred tax asset. There is an equal and offsetting amount assigned to net income (loss) attributable to noncontrolling interests, net of tax in our condensed consolidated statements of income, resulting in a zero net impact to net income attributable toBiogen Inc.
For additional information on our collaboration agreement with Neurimmune, please read Note 17, Investments in Variable Interest Entities, to our condensed consolidated financial statements included in this report.
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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Our financial condition is summarized as follows:
As of March 31, As of December (In millions, except percentages) 2022 31, 2021 Change % Financial assets: Cash and cash equivalents$ 1,749.3 $ 2,261.4 (22.6) % Marketable securities - current 2,002.4 1,541.1 29.9 Marketable securities - non-current 1,001.6 892.0 12.3 Total cash, cash equivalents and marketable securities$ 4,753.3 $ 4,694.5 1.3 %
Borrowings:
Current portion of notes payable$ 999.5 $ 999.1 - % Notes payable 6,275.7 6,274.0 - Total borrowings$ 7,275.2 $ 7,273.1 - % Working capital: Current assets$ 7,915.9 $ 7,856.5 0.8 % Current liabilities (3,946.6) (4,298.2) (8.2) Total working capital$ 3,969.3 $ 3,558.3 11.6 %
For the three months ended
•$161.8 million in net cash flow provided by operating activities; and
•$57.9 million used for purchases of property, plant and equipment.
Overview
We have historically financed and expect to continue to fund our operating and capital expenditures primarily through cash flow earned through our operations as well as our existing cash resources. We believe generic competition for TECFIDERA in theU.S. will continue to reduce our cash flow from operations in 2022 and will have a significant adverse impact on our future cash flow from operations. Additionally, in 2022 we will repay or refinance$1.0 billion related to our 3.625% Senior Notes dueSeptember 15, 2022 . InMarch 2021 we announced our plans to build a new gene therapy manufacturing facility in RTP,North Carolina to support our gene therapy pipeline across multiple therapeutic areas. The new facility is expected to be operational by the end of 2023, with an estimated total investment of approximately$200.0 million . Construction for this new facility began during the fourth quarter of 2021. We believe that our existing funds, when combined with cash generated from operations and our access to additional financing resources, if needed, are sufficient to satisfy our operating, working capital, strategic alliance, milestone payment, capital expenditure and debt service requirements for the foreseeable future. In addition, we may choose to opportunistically return cash to shareholders and pursue other business initiatives, including acquisition and licensing activities. We may, from time to time,
also seek additional funding through a combination of new collaborative agreements, strategic alliances and additional equity and debt financings or from other sources should we identify a significant new opportunity.
For additional information on certain risks that could negatively impact our financial position or future results of operations, please read Item 1A. Risk Factors and Item 3. Quantitative and Qualitative Disclosures About Market Risk included in this report.
Cash,
Until required for another use in our business, we typically invest our cash reserves in bank deposits, certificates of deposit, commercial paper, corporate notes,U.S. and foreign government instruments, overnight reverse repurchase agreements and other interest-bearing marketable debt instruments in accordance with our investment policy. It is our policy to mitigate credit risk in our cash reserves and marketable securities by maintaining a well-diversified portfolio that limits the amount of exposure as to institution, maturity and investment type. As ofMarch 31, 2022 , we had cash, cash equivalents and marketable securities totaling approximately$4.8 billion compared to approximately$4.7 billion as ofDecember 31, 2021 . The change in cash, cash equivalents and marketable securities atMarch 31, 2022 , fromDecember 31, 2021 , was primarily due to net cash flow provided by operating activities, partially offset by cash used for capital expenditures.
Investments and other assets in our condensed consolidated balance sheets as of
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and$599.9 million , respectively. InJanuary 2022 we entered into an agreement to sell to Samsung BioLogics our equity inSamsung Bioepis , which was completed onApril 20, 2022 . Under the terms of the transaction, we received approximately$1.0 billion in cash at closing and will receive approximately$1.3 billion to be deferred over two payments of$812.5 million due at the first anniversary and$437.5 million due at the second anniversary of the closing of the transaction. We are also eligible to receive up to an additional$50.0 million upon the achievement of certain commercial milestones. The following table summarizes the fair value of our significant common stock investments in the following: (In millions) March 31, 2022 December 31, 2021 Sangamo$ 138.6 $ 173.7 Denali 428.2 550.7 Sage 184.0 231.9 Ionis 106.5 87.5$ 857.3 $ 1,043.8 For additional information on our collaboration arrangements withSamsung Bioepis , Sangamo, Denali and Sage, please read Note 16, Collaborative and Other Relationships, to our condensed consolidated financial statements included in this report.
For additional information on our collaboration arrangements with Ionis, please read Note 18, Collaborative and Other Relationships, to our consolidated financial statements included in our 2021 Form 10-K.
Borrowings
In
•$624.6 million aggregate principal amount of our 2045 Senior Notes was
exchanged for
•$8.9 million aggregate principal amount of our 2045 Senior Notes was redeemed for approximately$12.1 million of aggregate cash payments, excluding accrued and unpaid interest.
In
•$1.5 billion aggregate principal amount of 2.25% Senior Notes due
•$1.5 billion aggregate principal amount of 3.15% Senior Notes due
The following is a summary of our currently outstanding senior unsecured notes issued in 2015 (2015 Senior Notes):
•$1.0 billion aggregate principal amount of 3.625% Senior Notes due
•$1.75 billion aggregate principal amount of 4.05% Senior Notes due
•$1.12 billion aggregate principal amount of 5.20% Senior Notes due
Our 2020 Senior Notes and our 2015 Senior Notes were issued at a discount, which are amortized as additional interest expense over the period from issuance through maturity.
For a summary of the fair and carrying values of our outstanding borrowings as ofMarch 31, 2022 andDecember 31, 2021 , please read Note 6, Fair Value Measurements, to our condensed consolidated financial statements included in this report. Credit Facility InJanuary 2020 we entered into a$1.0 billion , five-year senior unsecured revolving credit facility under which we are permitted to draw funds for working capital and general corporate purposes. The terms of the revolving credit facility include a financial covenant that requires us not to exceed a maximum consolidated leverage ratio. As ofMarch 31, 2022 andDecember 31, 2021 , we had no outstanding borrowings and were in compliance with all covenants under this facility. Working Capital Working capital is defined as current assets less current liabilities. Working capital was$4.0 billion and$3.6 billion as ofMarch 31, 2022 andDecember 31, 2021 , respectively. The change in working capital reflects an increase in total current assets of approximately$59.4 million and a decrease in total current liabilities of approximately$351.6 million . The increase in total current assets was primarily driven by an increase in our product accounts receivable and other receivable balances, partially offset by the write-off of inventory related to ADUHELM. The decrease in current liabilities was primarily due to a reduction in accounts payable and accrued expense and other, which was primarily related to a decrease in the accrual for employee compensation, as well as approximately$66.0 million of upfront and milestone payments made in 2022, which were 62
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accrued as of
Share Repurchase Programs InOctober 2020 our Board of Directors authorized a program to repurchase up to$5.0 billion of our common stock (2020 Share Repurchase Program). Our 2020 Share Repurchase Program does not have an expiration date. All share repurchases under our 2020 Share Repurchase Program will be retired. Under our 2020 Share Repurchase Program, we repurchased and retired approximately 2.2 million shares of our common stock at a cost of approximately$600.0 million during the three months endedMarch 31, 2021 . There were no share repurchases of our common stock during the three months endedMarch 31, 2022 . Approximately$2.8 billion remained available under our 2020 Share Repurchase Program as ofMarch 31, 2022 .
Cash Flow
The following table summarizes our cash flow activity:
For the Three Months Ended March 31, (In millions, except percentages) 2022 2021 % Change Net cash flow provided by (used in) operating activities$ 161.8 $ 769.0 (79.0) % Net cash flow provided by (used in) investing activities (648.0) (64.7) 901.5 Net cash flow provided by (used in) financing activities (16.5) (785.0) (97.9) Operating Activities
Cash flow from operating activities represents the cash receipts and disbursements related to all of our activities other than investing and financing activities. We expect cash provided from operating activities will continue to be our primary source of funds to finance operating needs and capital expenditures for the foreseeable future.
Operating cash flow is derived by adjusting our net income for:
•non-cash operating items such as depreciation and amortization, impairment charges, unrealized gain (loss) on strategic investments, acquired IPR&D and share-based compensation; •changes in operating assets and liabilities, which reflect timing differences between the receipt and payment of cash associated with transactions and when they are recognized in results of operations; and
•changes in the fair value of contingent payments associated with our acquisitions of businesses and payments related to collaborations.
For the three months endedMarch 31, 2022 , compared to the same period in 2021, the decrease in net cash flow provided by operating activities was primarily due to lower net income as well as timing of payments, which includes approximately$69.0 million of upfront and milestone payments made in 2022.
Investing Activities
For the three months endedMarch 31, 2022 , compared to the same period in 2021, the increase in net cash flow used in investing activities was primarily due to an increase in net purchases of marketable securities in the current period.
Financing Activities
For the three months endedMarch 31, 2022 , compared to the same period in 2021, the decrease in net cash flow used in financing activities was primarily due to no share repurchase activity in 2022 compared to approximately$600.0 million of shares repurchased in the prior year comparative period. Additionally, we executed our Exchange Offer in the first quarter of 2021, which resulted in net cash outflows of$169.3 million .
Contractual Obligations and Off-Balance Sheet Arrangements
Contractual Obligations
Our contractual obligations primarily consist of our obligations under non-cancellable operating leases, long-term debt obligations and defined benefit and other purchase obligations, excluding amounts related to uncertain tax positions, funding commitments, contingent development, regulatory and commercial milestone payments, contingent payments and contingent consideration related to our business combinations, as described below.
There have been no material changes in our contractual obligations since
Royalty Payments TYSABRI We are obligated to make contingent payments of 18.0% on annual worldwide net sales of TYSABRI up to$2.0 billion and 25.0% on annual worldwide net sales of TYSABRI that exceed$2.0 billion . Royalty payments are recognized as cost of sales in our condensed consolidated statements of income. 63
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SPINRAZA
We make royalty payments on annual worldwide net sales of SPINRAZA using a tiered royalty rate between 11.0% and 15.0%, which are recognized as cost of sales in our condensed consolidated statements of income.
VUMERITY
InOctober 2019 the FDA approved VUMERITY for the treatment of RMS. During the fourth quarter of 2021 VUMERITY was approved for the treatment of RRMS in the E.U.,Switzerland and theU.K. Under our agreement withAlkermes Pharma Ireland Limited , a subsidiary of Alkermes plc (Alkermes), we make royalty payments to Alkermes on worldwide net sales of VUMERITY using a royalty rate of 15.0%, which are recorded as cost of sales in our condensed consolidated statements of income. InOctober 2019 we entered into a new supply agreement and amended our license and collaboration agreement with Alkermes. We have elected to initiate a technology transfer and, following a transition period, to manufacture VUMERITY or have VUMERITY manufactured by a third party we have engaged in exchange for paying an increased royalty rate to Alkermes on any portion of future worldwide net sales of VUMERITY that is manufactured by us or our designee. For additional information on our collaboration arrangement with Alkermes, please read Note 18, Collaborative and Other Relationships, to our consolidated financial statements included in our 2021 Form 10-K.
Contingent Consideration related to Business Combinations
In connection with our acquisition of
We recognized the contingent consideration liabilities associated with this
acquisition at their fair value on the acquisition date and revalue these
obligations each reporting period. We may pay up to approximately
Based on our development plans as ofMarch 31, 2022 , we could trigger potential future milestone payments to third parties of up to approximately$9.2 billion , including approximately$1.9 billion in development milestones, approximately$900.0 million in regulatory milestones and approximately$6.4 billion in commercial milestones, as part of our various collaborations, including licensing and development programs. Payments under these agreements generally become due and payable upon achievement of certain development, regulatory or commercial milestones. Because the achievement of these milestones was not considered probable as ofMarch 31, 2022 , such contingencies have not been recorded in our financial statements. Amounts related to contingent milestone payments are not considered contractual obligations as they are contingent on the successful achievement of certain development, regulatory or commercial milestones. If certain clinical and commercial milestones are met, we may pay up to$49.8 million in milestones in 2022 under our current agreements. Additionally, if aducanumab receives regulatory approval in the jurisdictions where we have submitted filings, we may pay additional milestones to Neurimmune, including$50.0 million if launched inJapan . Milestones payable to Neurimmune are shared expenses under the ADUHELM Collaboration Agreement.
For additional information on our collaboration arrangements with Eisai, please read Note 16, Collaborative and Other Relationships, to our condensed consolidated financial statements included in this report.
For additional information on our collaboration arrangement with Neurimmune, please read Note 17, Investments in Variable Interest Entities, to our condensed consolidated financial statements included in this report.
Other Funding Commitments
As ofMarch 31, 2022 , we have several ongoing clinical studies in various clinical trial stages. Our most significant clinical trial expenditures are to contract research organizations (CROs). The contracts with CROs are generally cancellable, with notice, at our option. We recorded accrued expense of approximately$26.9 million in our condensed consolidated balance sheet for expenditures incurred by CROs as ofMarch 31, 2022 . We have approximately$881.4 million in cancellable future commitments based on existing CRO contracts as ofMarch 31, 2022 . As part of the sale of our Hillerød,Denmark manufacturing operations toFUJIFILM Corporation (FUJIFILM), we provided FUJIFILM with certain minimum batch production commitment guarantees. There is a risk that the minimum contractual batch production commitments will not be met. Based upon current estimates we do not expect to incur an adverse commitment obligation associated with such guarantees. We developed this estimate using a probability-weighted estimate of future manufacturing activity and may further adjust this estimate based upon changes in business conditions, which may 64
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result in the increase or reduction of this adverse commitment obligation in subsequent periods.
For additional information on the divestiture of our Hillerød,
Tax Related Obligations
We exclude liabilities pertaining to uncertain tax positions from our summary of contractual obligations as we cannot make a reliable estimate of the period of cash settlement with the respective taxing authorities. As ofMarch 31, 2022 , we have approximately$105.6 million of liabilities associated with uncertain tax positions. As ofMarch 31, 2022 andDecember 31, 2021 , we have accrued income tax liabilities of approximately$633.0 million under a one-time mandatory deemed repatriation tax on accumulated foreign subsidiaries' previously untaxed foreign earnings (the Transition Toll Tax). Of the amounts accrued as ofMarch 31, 2022 , approximately$72.7 million is expected to be paid within one year. The Transition Toll Tax will be paid in installments over an eight-year period, which started in 2018, and will not accrue interest.
Other Off-Balance Sheet Arrangements
We do not have any relationships with entities often referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships. We consolidate variable interest entities if we are the primary beneficiary. New Accounting Standards
For a discussion of new accounting standards please read Note 1, Summary of Significant Accounting Policies, to our condensed consolidated financial statements included in this report.
Critical Accounting Estimates
The preparation of our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in theU.S. , requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenue and expense and related disclosure of contingent assets and liabilities. On an ongoing basis we evaluate our estimates, judgments and assumptions. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenue and expense. Actual results may differ from these estimates. For a discussion of our critical accounting estimates, please read Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2021 Form 10-K. There have been no material changes to our critical accounting estimates since our 2021 Form 10-K.
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