Objective
The purpose of the following discussion and analysis is to provide material information relevant to an assessment of our financial condition and results of operations from management's perspective, including to describe and explain key trends, events, and other factors that impacted our reported results for the periods presented and that are reasonably likely to impact our future performance.
The discussion and analysis below is organized as follows:
•executive summary, including a description of our business and significant events that are important to understand our results of operations and financial condition; •a description of the components of our results of operations and a discussion of our results of operations, including an explanation of significant changes between the periods presented in the specific line items of our statements of operations;
•financial condition addressing our liquidity position, sources and uses of cash, capital resources and requirements, and commitments; and
•critical accounting policies and significant judgments and use of estimates which are most important to our financial condition and results of operations.
This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with our audited consolidated financial statements and accompanying notes included elsewhere in this Annual Report on Form 10-K ("Annual Report"). The following discussion contains forward-looking statements and should also be read in conjunction with the cautionary statement set forth at the beginning of this Annual Report. This section generally discusses our financial results for the fiscal years endedMarch 31, 2022 , and 2021 and comparisons between these fiscal years. A discussion of our financial results for the fiscal year endedMarch 31, 2020 and a comparison between the fiscal year endedMarch 31, 2021 and the fiscal year endedMarch 31, 2020 that are not included in this Annual Report can be found under Item 7 of Part II of our Annual Report on Form 10-K for the year endedMarch 31, 2021 , filed with theUnited States Securities and Exchange Commission ("SEC") onMay 11, 2021 , which is available free of charge on theSEC's website at www.sec.gov and our investor relations website at investors.myovant.com.
Business Overview
We are a biopharmaceutical company that aspires to redefine care for women and for men through purpose-driven science, empowering medicines, and transformative advocacy. Founded in 2016, we have two FDA-approved products: (1) ORGOVYX® (relugolix 120 mg), which was approved in theU.S. by theU.S. Food and Drug Administration ("FDA") inDecember 2020 as the first and only oral gonadotropin-releasing hormone ("GnRH") receptor antagonist for the treatment of adult patients with advanced prostate cancer; and (2) MYFEMBREE® (relugolix 40 mg, estradiol 1.0 mg, and norethindrone acetate 0.5 mg), which was approved in theU.S. by the FDA inMay 2021 as the first and only once-daily oral GnRH treatment for the management of heavy menstrual bleeding associated with uterine fibroids. InJuly 2021 , theEuropean Commission ("EC"), and inAugust 2021 , theUnited Kingdom ("U.K.") Medicines and Healthcare products Regulatory Agency ("MHRA"), approved RYEQO® (relugolix 40 mg, estradiol 1.0, and norethindrone acetate 0.5 mg) as the first and only long-term, once-daily oral treatment in theEuropean Union ("EU") andUnited Kingdom ("U.K."), respectively, for moderate to severe symptoms of uterine fibroids in adult women of reproductive age. InApril 2022 , the EC approved ORGOVYX (relugolix 120 mg) as the first and only oral androgen deprivation therapy for advanced hormone-sensitive prostate cancer inEurope . InSeptember 2021 , the FDA accepted to review our supplemental New Drug Application ("sNDA") for MYFEMBREE for the management of moderate to severe pain associated with endometriosis. OnMay 6, 2022 , we and Pfizer announced that the FDA extended the Prescription Drug User Fee Act ("PDUFA") goal date for this sNDA toAugust 6, 2022 . MYFEMBREE is being evaluated for contraceptive efficacy in women with heavy menstrual bleeding associated with uterine fibroids or endometriosis-associated pain who are 18 to 50 years of age and at risk for pregnancy. We are also developing MVT-602, an investigational oligopeptide kisspeptin-1 receptor agonist, which has completed a Phase 2a study for the treatment of female infertility as a part of assisted reproduction. Since our inception, we have funded our operations primarily from the issuance and sale of our common shares, from debt financing arrangements, and more recently from the upfront and milestone payments we have received from our collaboration and commercialization partners, as well as net revenues generated from sales of ORGOVYX and MYFEMBREE in theU.S. , 73 -------------------------------------------------------------------------------- and to a lesser extent from revenues generated from sales of product supply toGedeon Richter Plc . ("Richter") as well as royalties on net sales of RYEQO in Richter's Territory. Our majority shareholder isSumitovant Biopharma Ltd. ("Sumitovant"), a wholly-owned subsidiary of Sumitomo Pharma Co., Ltd. ("Sumitomo Pharma"), the name of which prior toApril 1, 2022 was Sumitomo Dainippon Pharma Co., Ltd. As ofMarch 31, 2022 , Sumitovant directly, and Sumitomo Pharma indirectly, own 50,041,181, or approximately 52.8%, of our outstanding common shares.
Year Ended
In this section, we summarize certain of our year ended
Financial Highlights
•Total revenues for the year ended
•Product revenue, net for the year endedMarch 31, 2022 , was$94.3 million , compared to$3.6 million for the year endedMarch 31, 2021 . Net revenue from sales of ORGOVYX and MYFEMBREE were$83.0 million and$6.4 million , respectively, for the year endedMarch 31, 2022 . •Selling, general, and administrative ("SG&A") expenses for the year endedMarch 31, 2022 , were$259.4 million , compared to$181.4 million for the year endedMarch 31, 2021 . •Research and development ("R&D") expenses for the year endedMarch 31, 2022 , were$107.4 million , compared to$136.7 million for the year endedMarch 31, 2021 .
•Net loss for the year ended
•Cash, cash equivalents, and marketable securities were
See "Results of Operations" below for a discussion of our results of operations
for the year ended
Recent Business Updates Regulatory •OnMay 6, 2022 , we and Pfizer announced that the FDA extended the PDUFA goal date toAugust 6, 2022 for the sNDA for MYFEMBREE for the management of moderate to severe pain associated with endometriosis to allow time to review additional analyses related to bone mineral density submitted in response to theFDA's information request. No new clinical data was requested by the FDA. The submission of the additional analyses has been determined by the FDA to constitute a Major Amendment to the sNDA, resulting in an extension of the PDUFA goal date.
•On
•OnMarch 29, 2022 , one of our subsidiaries,Myovant Sciences GmbH ("MSG"), submitted an sNDA to the FDA that included the two-year data from the Phase 3 LIBERTY randomized withdrawal study. •OnJuly 16, 2021 , the EC, and onAugust 9, 2021 , the MHRA, approved RYEQO for the treatment of moderate to severe symptoms of uterine fibroids in adult women of reproductive age in the EU andU.K. , respectively. RYEQO is the first and only long-term, once-daily oral treatment for uterine fibroids with no limitation on its duration of use approved in the EU and the U.K. Richter , our commercialization partner for RYEQO inEurope and certain other international markets, has launched RYEQO in 17 countries since these regulatory approvals. The approval of RYEQO in the EU triggered a$15.0 million regulatory milestone payment from Richter, which we received in the three months endedSeptember 30, 2021 . 74 -------------------------------------------------------------------------------- •OnMay 26, 2021 , the FDA approved MYFEMBREE as the first and only once-daily oral GnRH treatment for the management of heavy menstrual bleeding associated with uterine fibroids. MYFEMBREE was launched in theU.S. for this indication by us and our collaboration partner, Pfizer, inJune 2021 . The FDA approval of MYFEMBREE for this indication triggered a$100.0 million regulatory milestone payment from Pfizer, which we received in the three months endedSeptember 30, 2021 . Clinical •InOctober 2021 , we and Pfizer presented data from clinical studies of MYFEMBREE at theAmerican Society for Reproductive Medicine ("ASRM") 2021Congress , including results of the Phase 3 LIBERTY randomized withdrawal study, which was designed to evaluate the efficacy and safety of relugolix combination therapy for up to two years in women with heavy menstrual bleeding associated with uterine fibroids, and was designated an ASRM Prize Paper. Additional data presentations at the ASRM 2021Congress included data from the SPIRIT 1 and SPIRIT 2 studies of women with pain associated with endometriosis as well as pooled safety and tolerability data from the LIBERTY and SPIRIT clinical programs. •InMay 2021 , the FDA informed us that they placed a partial clinical hold on the Phase 3 SERENE study evaluating MYFEMBREE for the prevention of pregnancy, pending certain study protocol modifications. InAugust 2021 , the FDA informed us that the partial clinical hold for the Phase 3 SERENE study was lifted following study protocol amendments. The primary analysis of the study, prevention of pregnancy, remains unchanged, but now the SERENE study will only evaluate women with a confirmed diagnosis of uterine fibroids or endometriosis.Bone mineral density monitoring will occur throughout the treatment period as well as after treatment is discontinued to gain additional insights into bone health, which will augment the safety profile observed in the LIBERTY and SPIRIT programs. The enrollment target was increased to 1,020 patients who are 18 to 50 years of age and at risk for pregnancy, enhancing the power of the study. Patient screening with this updated protocol began inSeptember 2021 , with initial patients dosed inOctober 2021 . •Data from the SPIRIT long-term extension study demonstrated clinically meaningful improvements in dysmenorrhea (84.8% of patients) and non-menstrual pain (75.8% of patients) over two years in women with endometriosis-associated pain. The safety profile during the second year of treatment, including bone mineral density, was consistent with that observed during the first year with no new safety signals identified.
Intellectual Property
•OnJune 15, 2021 , the United States Patent and Trademark Office ("USPTO") grantedU.S. Patent. No. 11,033,551 toMyovant . This patent covers the unique and innovative method of treating patients for heavy menstrual bleeding associated with uterine fibroids with MYFEMBREE. This patent will expire in September of 2037 and is listed in theFDA's Approved Drug Products with Therapeutic Equivalence Evaluations (the "Orange Book"). This patent term matches that of two methods patents (U.S. Patent. Nos. 10,786,501 and 10,449,191) previously granted by the USPTO for ORGOVYX that cover methods of treating advanced prostate cancer with relugolix.
Business Development
•OnMay 5, 2022 , one of our subsidiaries, MSG, entered into an exclusive license agreement (the "Accord License Agreement") withAccord Healthcare, Ltd. ("Accord") andIntas Pharmaceuticals, Ltd. , parent entity of Accord, for Accord to commercialize relugolix for the treatment of advanced hormone-sensitive prostate cancer under the trade name ORGOVYX (relugolix 120 mg) in the European Economic Area,U.K. ,Switzerland , andTurkey , with the right of first negotiation if we decide to enter into licensing arrangements in countries in theMiddle East ,Africa , andIndia . We are entitled to receive an upfront payment of$50.0 million , which we expect to receive in the three months endingJune 30, 2022 . We are also eligible to receive up to$90.5 million in commercial launch, sales-based, and other milestones. In addition, we are eligible to receive tiered royalties from the high-teens to mid-twenties on net sales of ORGOVYX in Accord's territories. See section titled "Our Key Agreements" set forth in Part I. Item 1. for additional information about the Accord License Agreement.
Management and Board of Director Appointments
•Effective onNovember 5, 2021 , Dr.Nancy Valente , M.D. was appointed byMyovant's Board as an independent director following Ms.Kathleen Sebelius' retirement fromMyovant's Board.Dr. Valente also became a member of the Audit Committee and the Chair of theNominating and Corporate Governance Committee ofMyovant's Board. 75 -------------------------------------------------------------------------------- •OnSeptember 7, 2021 , Uneek Mehra was appointed Chief Financial and Business Officer ofMyovant Sciences, Inc. Concurrent with this appointment,Mr. Mehra was also appointed Principal Financial Officer ofMyovant Sciences Ltd. Mr. Mehra succeedsFrank Karbe , who left our company inAugust 2021 .
•On
Expected Upcoming Milestones
The following is a summary of certain of our expected upcoming milestones.
•We expect the FDA decision for the MYFEMBREE sNDA seeking approval for the management of moderate to severe pain associated with endometriosis by its extended PDUFA goal date ofAugust 6, 2022 . FDA approval would trigger a$100.0 million milestone payment from Pfizer. If approved by the PDUFA goal date, we and Pfizer expect to launch MYFEMBREE in theU.S. in endometriosis inAugust 2022 . This indication would utilize the same dosage, formulation, administration, and branding as MYFEMBREE that was previously approved by the FDA inMay 2021 for the management of heavy menstrual bleeding associated with uterine fibroids.
•We expect to present additional details around two-year data from the SPIRIT long-term extension study at a scientific conference in mid-calendar year 2022.
•We expect our commercialization partner, Accord, to launch ORGOVYX for the treatment of advanced hormone-sensitive prostate cancer inEurope in the second half of calendar year 2022. •We expect theEuropean Medicines Agency regulatory submission for RYEQO for the treatment of women with endometriosis-associated pain in calendar year 2022. Richter will be the sponsor. •We expect to submit New Drug Submissions toHealth Canada seeking marketing approval for ORGOVYX for advanced prostate cancer, MYFEMBREE for heavy menstrual bleeding associated with uterine fibroids, and MYFEMBREE for the treatment of endometriosis-associated pain inCanada in calendar year 2022.
Effects of the COVID-19 Pandemic on our Business
We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business. Our priorities during the COVID-19 pandemic have been to protect the health and safety of our employees, patients and healthcare providers while continuing our mission to redefine care through differentiated solutions in high unmet need areas within women's health and hormone-sensitive oncology. We believe the safety measures we have taken in response to the COVID-19 pandemic meet or exceed the guidelines established by government and public health officials. Most of our employees worked remotely during much of 2020 and 2021, and many of our employees continue to do so on a part-time or full-time basis, which required us to devise new ways of working and collaborating, including adopting remote working tools to minimize the disruption to our business activities. InApril 2022 , we reopened our offices, and our employees began to return to work onsite on a voluntary basis with specific safety protocols, including requiring vaccination as a condition of employment, subject to medical and religious exemptions, or as required by law. We have a distributed workforce, and our employees have become accustomed to working remotely and working with others who are working remotely for the past two years. However, as we reopen our offices, we may face operational or other challenges as we and our partners, customers, suppliers, vendors and other parties with whom we do business continue to adjust to a hybrid model of remote and onsite work. These challenges may result in operational inefficiencies, employee dissatisfaction, and distractions to management related to such transition, any of which could harm our business. As of the date of this Annual Report, we do not believe that the COVID-19 pandemic has disproportionately impacted us relative to other companies in which we compete on our ability to advance our clinical studies, our regulatory activities, and ourU.S. commercial launch activities for ORGOVYX and MYFEMBREE. We and our collaboration partner, Pfizer, commercially launched ORGOVYX and MYFEMBREE in theU.S. inJanuary 2021 andJune 2021 , respectively. To date, our partner, Richter, has launched RYEQO in 17 countries. We believe that the COVID-19 pandemic continues to have an impact on our commercialization activities that is consistent with other companies in our industry. As a result of the COVID-19 pandemic, there have been changes in the practice of medical care and medical education. For example, many healthcare providers initially expanded their utilization of telemedicine to conduct patient visits, and in many regions of theU.S. , the ability of commercial and medical affairs field teams to call on healthcare providers was restricted or converted to virtual access. Our oncology sales and medical affairs field teams resumed in-person interactions with healthcare providers inJanuary 2021 and our women's health sales and medical affairs field teams began in-person interactions with healthcare providers inJune 2021 . Despite this, some physician's offices and many hospitals 76 -------------------------------------------------------------------------------- continue to have limited on-site access for pharmaceutical representatives in order to reduce exposure risk for their patients or staff. Conducting these interactions virtually could reduce the number of medical professionals we are able to engage with, limit our ability to engage with important staff members and virtual meetings have been shown to be less impactful than in-person meetings. The cancellation, postponement or virtual formats for medical conferences also limit access to physicians and reduce awareness of information shared at conferences (medical and promotional). In response to the COVID-19 pandemic, healthcare professionals may also reduce staffing and reduce or postpone appointments with patients, or patients may delay, cancel or miss appointments, resulting in fewer prescriptions. Reduced access to healthcare providers may impact or require adjustments to our planned commercialization activities, including the manner in which our field teams engage with healthcare providers and facilities and supplementing field activities with additional marketing spend. The COVID-19 pandemic also resulted in fewer opportunities for our medical affairs team to present scientific data as multiple medical conferences were canceled, postponed, or moved to virtual formats during 2020 and 2021, and for our regional medical advisors to engage potential prescribers in scientific exchange. Many conferences are planning to conduct in-person meetings in 2022, while continuing to offer virtual participation as an option. To date, we have not experienced supply constraints, and we believe we have procured sufficient quantities of relugolix drug substance to meet ourU.S. ORGOVYX and MYFEMBREE launch plans. Future developments regarding COVID-19 remain uncertain and the extent to which the COVID-19 pandemic ultimately impacts our business, financial condition or results of operations will depend on numerous factors, including the magnitude and duration of the pandemic, the distribution, acceptance and effectiveness of COVID-19 vaccines and treatments, the impact of new and potentially more virulent or transmissible variants of the coronavirus (e.g., the Delta and Omicron variants, respectively), the duration of governmental measures to mitigate the pandemic and how quickly and to what extent normal economic and operating conditions can resume, all of which remain uncertain and difficult to predict. Additionally, even after normalcy resumes, there will likely be some permanent changes to how healthcare is provided, how healthcare providers engage with our industry and perhaps how conferences are conducted. None of these changes can be anticipated at this point, nor can the potential impact on our business. As such, it is uncertain as to the full magnitude that the COVID-19 pandemic will have on our financial condition, liquidity, and future results of operations. Refer to the risk factor titled "Business interruptions resulting from effects of pandemics or epidemics, such as the COVID-19 pandemic, may materially and adversely affect our business and financial condition," as well as other risk factors included in the section titled "Risk Factors" set forth in Part I. Item 1A.
Effects of the Russian Federation-Ukraine Conflict on our Business
The uncertain nature, magnitude, and duration of hostilities stemming from the conflict inUkraine , including the potential effects of sanctions, retaliatory cyber-attacks on the world economy and markets, and potential shipping delays, have contributed to increased market volatility and uncertainty, which could have an adverse impact on macroeconomic factors that affect our business. As a result of the conflict inUkraine , theU.S. ,U.K. , and theEU governments, among others, have developed and coordinated economic and financial sanctions. As the conflict inUkraine continues, there could be no certainty regarding whether such governments or other governments will impose additional sanctions, or other economic or military measures against theRussian Federation . The impact the conflict inUkraine , including economic sanctions or additional war or military conflict, as well as potential responses to them by theRussian Federation , is currently unknown and they could adversely affect our business, supply chain, clinical studies, suppliers or customers. In addition, the continuation of the conflict inUkraine by theRussian Federation could lead to other disruptions, instability and volatility in global markets and industries that could negatively impact our operations. It is not possible to predict the broader consequences of this conflict, which could include further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, the availability and cost of raw materials and fuel, supplies, freight and labor, inflation, and fluctuations in currency exchange rates, all of which could impact our business, financial condition and results of operations. Refer to the risk factor titled "The conflict between theRussian Federation andUkraine and other government policies and actions could negatively affect our clinical trial sites inUkraine . We and/or our collaboration partners may not be able to launch our commercial products in theRussian Federation ,Ukraine or other regions which may negatively affect our or our collaboration partners' financial results. The uncertain nature, magnitude, and duration of hostilities stemming from such conflict may result in changes in the world's macroeconomic conditions which negatively affect our business operations." 77 --------------------------------------------------------------------------------
Certain Components of our Results of Operations
Revenues
We have two FDA-approved products that generate product revenue in theU.S : ORGOVYX and MYFEMBREE. We record product revenue net of estimated discounts, chargebacks, rebates, product returns, and other gross-to-net revenue deductions. For the year endedMarch 31, 2022 , the gross-to-net deduction for ORGOVYX was approximately 40%, and we expect it to be in the low-to-mid 40%'s for the foreseeable future. Product revenue, net also includes revenues related to product supply to Richter as well as royalties on net sales of RYEQO in Richter's Territory. Our Pfizer collaboration revenue consists of the partial recognition of the upfront payment and of the regulatory milestone payment that was triggered upon the FDA approval of MYFEMBREE for the management of heavy menstrual bleeding associated with uterine fibroids. Our Richter license and milestone revenue consists of the recognition of the regulatory milestone payment that was triggered upon the EC approval of RYEQO for the treatment of moderate to severe symptoms of uterine fibroids in adult women of reproductive age and the recognition of revenue associated with upfront and regulatory milestone payments we received from Richter pursuant to the terms of theRichter Development and Commercialization Agreement.
See Note 13 to our audited consolidated financial statements included elsewhere
in this Annual Report for additional information regarding the Pfizer
Collaboration and License Agreement and the
Cost of Product Revenue
Our cost of product revenue is composed of the cost of goods sold and royalty expense payable to Takeda. Our cost of goods sold consists of raw materials, third-party manufacturing costs to manufacture the raw materials into finished product, freight, and indirect overhead costs associated with sales of ORGOVYX and MYFEMBREE in theU.S. and sales of product supply to Richter. The cost of inventories written down as a result of excess, obsolescence, or other reasons is also charged to cost of goods sold. Our royalty expense consists of royalties on net sales of relugolix payable to Takeda pursuant to the terms of the Takeda License Agreement (see Note 14(D) to our audited consolidated financial statements included elsewhere in this Annual Report). As a result of the FDA approvals of ORGOVYX and MYFEMBREE, we subsequently began capitalizing inventories manufactured or purchased for each product after its respective approval date. As a result, we expensed certain manufacturing costs of ORGOVYX and MYFEMBREE as R&D expenses prior to FDA approval and, therefore, these costs are not included in cost of goods sold.
Collaboration Expense to Pfizer
Our collaboration expense to Pfizer consists of Pfizer's 50% share of net
profits from sales of ORGOVYX and MYFEMBREE in the
Selling, General and Administrative Expenses
Our SG&A expenses consist primarily of personnel costs, including salaries, sales incentive compensation, bonuses, fringe benefits, and share-based compensation for our executive, finance, human resources, legal, information technology, commercial operations, marketing, market access, sales, and other administrative functions. Our SG&A expenses also include marketing programs, patient assistance and support programs for qualified uninsured and underinsured patients, promotion and advertising, conferences, congresses, travel expenses, professional fees for legal, accounting, auditing and tax services, and costs related to rent and facilities, insurance, information technology, commercial operations, and general overhead. Our SG&A expenses also include related party expenses pursuant to our agreements with Sunovion and Sumitovant (see Note 6 to our audited consolidated financial statements included elsewhere in this Annual Report). SG&A expenses in fiscal year 2022 are expected to increase as compared to fiscal year 2021 due to increased marketing and promotional expenses to support the ongoing commercialization of ORGOVYX and MYFEMBREE in theU.S. , including annualization of the MYFEMBREE marketing and promotional spend and targeted patient activation for both brands. The timing and magnitude of our SG&A expenses are primarily dependent on our commercial success and sales growth of ORGOVYX and MYFEMBREE, as well as the timing of any new indications or product launches and other potential business and operational activities. We expect that certain SG&A expenses will be shared equally with Pfizer pursuant to the Pfizer Collaboration and License Agreement (see Note 13(B) to our audited consolidated financial statements included elsewhere in this Annual Report). 78 --------------------------------------------------------------------------------
Research and Development Expenses
R&D activities have been, and will continue to be, central to our business model. Our R&D expenses to date have been primarily attributable to the clinical development of our product candidates including the conduct of multiple Phase 3 and earlier clinical studies, the expansion of our team, and the initiation of activities in preparation for our anticipated commercial launches such as the establishment of our medical affairs function, as well as regulatory and certain manufacturing activities. Our R&D expenses include program-specific costs, as well as costs that are not allocated to a specific program. Our program-specific costs primarily include third-party costs, which include expenses incurred under agreements with CROs and CMOs, the cost of consultants who assist with the development of our product candidates on a program-specific basis, investigator grants, sponsored research, manufacturing costs in connection with producing materials for use in conducting nonclinical and clinical studies, as well as costs related to pre-commercial manufacturing activities and regulatory submissions, and other third-party expenses directly attributable to the development of our product candidates. Our unallocated R&D costs primarily include employee-related expenses, such as salaries, share-based compensation, fringe benefits and travel for employees engaged in R&D activities including clinical operations, biostatistics, regulatory, and medical affairs, and the cost of contractors and consultants who assist with R&D activities not specific to a program, and costs associated with nonclinical studies. The duration, costs and timing of clinical studies and development of our product candidates will depend on a variety of factors that include, but are not limited to: the number of studies required for approval; the per patient study costs; the number of patients who participate in the studies; the number of sites included in the studies; the countries in which the studies are conducted; the length of time required to recruit and enroll eligible patients; the number of patients who fail to meet the study's inclusion and exclusion criteria; the number of study drug doses that patients receive; the drop-out or discontinuation rates of patients; the potential additional safety monitoring or other studies requested by regulatory agencies; the duration of patient follow-up; the timing and receipt of regulatory approvals; the costs of clinical study materials; and the efficacy and safety profile of the product candidate. In addition, the probability of commercial success for ORGOVYX, MYFEMBREE or for any of our current or potential future product candidates, if approved, will depend on numerous factors, including competition, manufacturing capability and commercial viability. Our R&D activities may be subject to change from time to time as we evaluate our priorities and available resources. We expect our R&D expenses in fiscal year 2022 to increase as compared to fiscal year 2021, driven largely by spending on relugolix lifecycle opportunities, such as the Phase 3 SERENE study, as well as on post-marketing requirements as agreed upon with the FDA. We expect that certain R&D expenses will be shared equally with Pfizer pursuant to the Pfizer Collaboration and License Agreement (see Note 13(B) to our audited consolidated financial statements included elsewhere in this Annual Report). Interest Expense Our interest expense consists of related party interest expense pursuant to the Sumitomo Pharma Loan Agreement, which bears interest at a variable rate per annum equal to 3-month LIBOR plus a margin of 3% payable on the last day of each calendar quarter (see Note 6(A) to our audited consolidated financial statements included elsewhere in this Annual Report), and the accretion of the financing component of the cost share advance from Pfizer (see Note 13(B) to our audited consolidated financial statements included elsewhere in this Annual Report). Fluctuations in 3-month LIBOR could negatively impact our financial results.
Interest Income
Our interest income consists primarily of interest earned and the accretion of discounts to maturity for cash equivalents and marketable securities.
Foreign Exchange Gain
Our foreign exchange gain for the year endedMarch 31, 2021 , consists of the impact of changes in foreign currency exchange rates on our foreign exchange denominated liabilities, relative to theU.S. dollar. The impact of foreign currency exchange rates on our results of operations fluctuates period over period based on our foreign currency exposures resulting from changes in applicable exchange rates associated with our foreign denominated liabilities. Our primary foreign currency exposure has historically been the exchange rate between the Swiss franc and theU.S. dollar. InDecember 2020 , we changed the functional currency of our wholly-owned subsidiary inSwitzerland , MSG, from the Swiss franc to theU.S. dollar. This change in functional currency was accounted for prospectively. As a result of this change, we 79 -------------------------------------------------------------------------------- currently expect that future impacts of changes in foreign currency exchange rates on our results of operations will not be significant. See Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report.
Results of Operations
The following table summarizes our results of operations for the years ended
Year Ended March 31, 2022 2021 Revenues: Product revenue, net$ 94,309 $ 3,630 Pfizer collaboration revenue
104,996 22,354
Richter license and milestone revenue
31,667 33,333
Total revenues
230,972 59,317
Operating costs and expenses:
Cost of product revenue 11,510 301 Collaboration expense to Pfizer 40,041 1,664 Selling, general and administrative
259,364 181,423
Research and development
107,403 136,713
Total operating costs and expenses 418,318 320,101 Loss from operations (187,346) (260,784) Interest expense 13,971 10,401 Interest income (384) (211) Foreign exchange gain - (16,176) Loss before income taxes (200,933) (254,798) Income tax expense 5,048 336 Net loss$ (205,981) $ (255,134) 80
--------------------------------------------------------------------------------
Revenues
The following table provides information about our revenues for the years ended
Year Ended March 31, 2022 2021 Revenues: Product revenue, net: ORGOVYX$ 82,959 $ 3,630 MYFEMBREE 6,355 - Richter product supply and royalties 4,995 - Total product revenue, net 94,309 3,630 Pfizer collaboration revenue: Amortization of upfront payment 83,897 22,354 Amortization of regulatory milestone 21,099 - Total Pfizer collaboration revenue 104,996 22,354
Richter license and milestone revenue 31,667 33,333 Total revenues
$ 230,972 $ 59,317 We began generating product revenue from sales of ORGOVYX and MYFEMBREE in theU.S. inJanuary 2021 andJune 2021 , respectively. We record product revenue net of estimated discounts, chargebacks, rebates, product returns, and other gross-to-net revenue deductions. There was no product revenue from sales of MYFEMBREE for the year endedMarch 31, 2021 For the year endedMarch 31, 2022 , product revenue, net also includes revenues related to product supply to Richter to support their European launches of RYEQO of$4.7 million , as well as royalties on net sales of RYEQO in Richter's Territory of$0.3 million . There were no such revenues for the year endedMarch 31, 2021 . Pfizer collaboration revenue for the year endedMarch 31, 2022 , consists of the partial recognition of the upfront payment we received from Pfizer upon entering into the Pfizer Collaboration and License Agreement inDecember 2020 and of the regulatory milestone payment from Pfizer that was triggered upon the FDA approval of MYFEMBREE for the management of heavy menstrual bleeding associated with uterine fibroids onMay 26, 2021 . Pfizer collaboration revenue for the year endedMarch 31, 2021 , consists of the partial recognition of the upfront payment received from Pfizer. Richter license and milestone revenue for the year endedMarch 31, 2022 was$31.7 million , consisting of the recognition of a$15.0 million regulatory milestone payment from Richter that was triggered upon the EC approval of RYEQO for the treatment of moderate to severe symptoms of uterine fibroids in adult women of reproductive age and$16.7 million of previously deferred revenue that was recognized upon the completion of our delivery of the remaining substantive relugolix combination tablet data packages to Richter. Richter license and milestone revenue for the year endedMarch 31, 2021 , consists of the recognition of$33.3 million of the upfront and regulatory milestone payments we received from Richter inMarch 2020 andApril 2020 , respectively.
Product revenue, net by geography for the years ended
Year Ended March 31, 2022 2021 United States$ 89,314 $ 3,630 Europe 4,995 - Total product revenue, net$ 94,309 $ 3,630 For the year endedMarch 31, 2022 , compared to the year ago period, product revenue, net in theU.S. increased by$85.7 million as a result of higher ORGOVYX net revenues, as well as net revenues generated from sales of MYFEMBREE, for which there were no such MYFEMBREE net revenues for the year endedMarch 31, 2021 . 81 -------------------------------------------------------------------------------- For the year endedMarch 31, 2022 , product revenue, net inEurope consisted of revenues related to product supply to Richter to support their European launches of RYEQO of$4.7 million , as well as royalties on net sales of RYEQO in Richter's Territory of$0.3 million . There were no such revenues for the year endedMarch 31, 2021 . Cost of Product Revenue For the year endedMarch 31, 2022 , our cost of product revenue was$11.5 million , consisting of$4.6 million of cost of goods sold and$6.9 million of royalty expense to Takeda. For the year endedMarch 31, 2021 , our cost of product revenue was$0.3 million , which consisted primarily of royalty expense to Takeda. The$11.2 million increase in our cost of product revenue for the year endedMarch 31, 2022 compared to the year ago period was due to an increase in cost of goods sold and royalty expense to Takeda as a result of higher sales of ORGOVYX during the year endedMarch 31, 2022 , as well as sales of MYFEMBREE in theU.S. , which began in the three months endedJune 30, 2021 , and sales of product supply to Richter that began in the three months endedSeptember 30, 2021 . As a result of the FDA approvals of ORGOVYX and MYFEMBREE, we subsequently began capitalizing the cost of inventories manufactured or purchased for each product after its respective approval date. Previously, costs to manufacture ORGOVYX and MYFEMBREE were expensed as incurred as R&D expenses. We expect our cost of goods sold to increase in future periods as quantities of previously expensed ORGOVYX and MYFEMBREE inventories are depleted from our inventory stock.
Collaboration Expense to Pfizer
For the years endedMarch 31, 2022 , and 2021, our collaboration expense to Pfizer was$40.0 million and$1.7 million , respectively, and represents Pfizer's 50% share of net profits from the sales of ORGOVYX and MYFEMBREE in theU.S. Collaboration expense to Pfizer increased by approximately$38.4 million for the year endedMarch 31, 2022 , compared to the year ago period, primarily due to an increase in net profits generated from sales of ORGOVYX in theU.S. , as well as net profits generated from sales of MYFEMBREE in theU.S. , for which there were no such MYFEMBREE net profits in the year endedMarch 31, 2021 .
Selling, General and Administrative Expenses
SG&A expenses increased$77.9 million , to$259.4 million , in the year endedMarch 31, 2022 compared to$181.4 million in the year ago period, primarily due to higher costs related to commercial activities to support ourU.S launches of ORGOVYX and MYFEMBREE. SG&A expenses are presented net of cost sharing with Pfizer pursuant to the terms of the Pfizer Collaboration and License Agreement.
The most significant components of the
•$58.2 million increase in personnel expense primarily driven by costs associated with our commercial operations, marketing, and market access teams, and our oncology and women's health sales forces, which were hired to support ourU.S. commercial launches of ORGOVYX and MYFEMBREE;
•$21.4 million increase in commercial operations expenses, net of cost sharing
with Pfizer, to support our
•$13.4 million increase in general overhead, administrative and information technology expenses to support our organizational growth; partially offset by
•$16.7 million decrease in shared-based compensation, as the year endedMarch 31, 2021 included incremental share-based compensation related to the acceleration, modification, and remeasurement of our former Principal Executive Officer's equity awards as further discussed in Note 10(H) to our audited consolidated financial statements included elsewhere in this Annual Report.
Research and Development Expenses
82 --------------------------------------------------------------------------------
For the years ended
Year Ended March 31, 2022 2021 Change Program-specific costs: Relugolix$ 20,549 $ 59,835 $ (39,286) MVT-602 318 241 77 Unallocated costs: Personnel expenses 57,522 48,460 9,062
Share-based compensation 16,010 14,049 1,961 Other expense
13,004 14,128 (1,124)
Total R&D expenses
R&D expenses decreased$29.3 million , to$107.4 million , in the year endedMarch 31, 2022 , compared to$136.7 million in the year endedMarch 31, 2021 . The most significant components of the$29.3 million net decrease in R&D expenses include the following: •$39.2 million decrease in program-specific costs related to CRO, drug supply and other study, regulatory, and manufacturing-related costs primarily due to the wind down of our Phase 3 LIBERTY, HERO and SPIRIT studies and higher cost sharing with Pfizer for certain R&D expenses in the year endedMarch 31, 2022 . In addition, program-specific costs for the year endedMarch 31, 2021 , include fees of approximately$5.8 million related to our initial NDA submissions for MYFEMBREE for the management of heavy menstrual bleeding associated with uterine fibroids and ORGOVYX for adult patients with advanced prostate cancer, which did not recur during the year endedMarch 31, 2022 ; partially offset by •$11.0 million increase in personnel expenses and share-based compensation primarily due to an increase in medical affairs and other personnel to support theU.S. launches of ORGOVYX and MYFEMBREE.
Interest Expense
Interest expense was$14.0 million and$10.4 million for the years endedMarch 31, 2022 , and 2021, respectively, and was primarily related to the Sumitomo Pharma Loan Agreement. Interest expense for the years endedMarch 31, 2022 , and 2021 also includes$2.4 million and$0.6 million , respectively, of accretion of the financing component of the cost share advance from Pfizer. The increase in interest expense was primarily driven by a higher outstanding balance under the Sumitomo Pharma Loan Agreement during year endedMarch 31, 2022 , as well as higher accretion of the financing component of the cost share advance from Pfizer, which began in the fourth quarter of the year endedMarch 31, 2021 .
Interest Income
Interest income was approximately$0.4 million and$0.2 million for the years endedMarch 31, 2022 , and 2021, respectively, derived from our investments in marketable securities and cash equivalents.
Foreign Exchange Gain
For the year endedMarch 31, 2021 , we recorded a foreign exchange gain of$16.2 million , primarily as a result of the impact of fluctuations in the foreign currency exchange rate between the Swiss franc and theU.S. dollar on our outstanding balance under the Sumitomo Pharma Loan Agreement. There were no such amounts for the year endedMarch 31, 2022 .
Income Tax Expense
Our income tax expense was$5.0 million and$0.3 million for the years endedMarch 31, 2022 , and 2021, respectively. Our effective tax rate for the years endedMarch 31, 2022 , and 2021 was (2.51)% and (0.13)%, respectively, and is driven by our jurisdictional earnings by location and a valuation allowance that eliminates our global net deferred tax assets. The increase in income tax expense was primarily driven by income earned by the Company'sU.S. entity,Myovant Sciences, Inc. 83 --------------------------------------------------------------------------------
Liquidity and Capital Resources
We have incurred losses since our inception and have an accumulated deficit of$1.25 billion as ofMarch 31, 2022 , compared to$1.05 billion as ofMarch 31, 2021 . Sources of Liquidity Since our inception, we have funded our operations primarily from the issuance and sale of our common shares, from debt financing arrangements, and more recently from upfront and milestone payments we have received from Pfizer and Richter, as well as net revenues generated from sales of ORGOVYX and MYFEMBREE in theU.S. We began generating net product revenue from sales of ORGOVYX and MYFEMBREE in theU.S. inJanuary 2021 andJune 2021 , respectively. As ofMarch 31, 2022 , we had cash, cash equivalents, marketable securities, and amounts available to us under the Sumitomo Pharma Loan Agreement of$475.5 million , consisting of$434.2 million of cash, cash equivalents, and marketable securities and$41.3 million of borrowing capacity available to us under the Sumitomo Pharma Loan Agreement. We maintain our cash deposits and cash equivalents in highly-rated, federally-insured financial institutions in excess of federally insured limits. We have established guidelines relative to diversification and maturities with respect to our marketable securities to maintain safety and liquidity. Additional funds under the Sumitomo Pharma Loan Agreement may be drawn down by us no more than once per calendar quarter, subject to certain terms and conditions, including consent of our board of directors.
We are eligible to earn additional payments from our collaboration and commercialization partners, including:
•up to$3.6 billion of additional milestone payments from Pfizer, including a regulatory milestone of$100.0 million upon the FDA approval of MYFEMBREE for endometriosis, and tiered sales milestones of up to$3.5 billion upon reaching certain thresholds of annual net sales for oncology and the combined women's health indications in the Co-Promotion Territory. We and Pfizer equally share profits and certain expenses in the Co-Promotion Territory; •up to$122.5 million of additional milestone payments, including regulatory milestones of up to$15.0 million and tiered sales milestones of up to$107.5 million upon reaching certain thresholds of annual net sales in Richter's Territory, and tiered royalties on net sales in Richter's Territory; and
•an upfront payment of
Funding Requirements
We believe that our existing cash, cash equivalents, and marketable securities will be sufficient to fund our anticipated operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance of this Annual Report. This estimate is based on our current assumptions, including assumptions related to our ability to manage our spend, that might prove to be wrong, and we could use our available capital resources sooner than we currently expect. In future periods, if our cash, cash equivalents, marketable securities, and amounts that we expect to generate from product sales and/or third-party collaboration payments, are not sufficient to enable us to fund our operations, we may need to raise additional funds in the form of equity, debt, or from other sources. In addition, we may choose to raise additional funds in the form of equity, debt, or from other sources due to market conditions or strategic considerations even if we believe we have sufficient funds for our current and future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our common shareholders' ownership interest may experience substantial dilution, and the terms of these securities may include liquidation or other preferences that adversely affect our common shareholders' rights. The Sumitomo Pharma Loan Agreement involves, and any agreements for future debt or preferred equity financings, if available, may involve, covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, raising capital through equity offerings, making capital expenditures or declaring dividends. We expect our operating expenses, net of costs that are expected to be shared with Pfizer pursuant to the Pfizer Collaboration and License Agreement, to increase as we continue to commercialize ORGOVYX and MYFEMBREE in theU.S. , prepare for additional potential regulatory approvals, initiate life cycle management activities as well as conduct post-marketing requirements as agreed upon with the FDA for our relugolix franchise, and potentially further develop our product candidates and expand our pipeline. However, while we expect our future capital requirements and operating expenses to continue to be significant, we expect our net cash burn to gradually decrease as our net product revenues increase. Our operating expenses and 84 -------------------------------------------------------------------------------- operating cash flows may fluctuate significantly from quarter-to-quarter and year-to-year and our future funding requirements, both near and long-term, will depend on many factors, including, but not limited to:
•the price, level of demand and net product revenues generated from commercial sales of our drug products and from any product candidates that may receive marketing approval in the future;
•the achievement of regulatory milestones, sales milestones, and/or royalties that we are eligible to earn pursuant to our collaboration and license agreements;
•the timing, shared costs, and level of investment in our and our collaboration partners' activities related to sales, marketing, market access, manufacturing, and distribution for our drug products and for any product candidates that may receive marketing approval in the future;
•the timing, shared costs, and level of investment in our and our collaboration partners' research and development activities involving ORGOVYX, MYFEMBREE, RYEQO, and any product candidates;
•costs, timing, and outcomes of regulatory submissions and regulatory reviews of our product candidates;
•costs to expand our chemistry, manufacturing, and control and other manufacturing related activities;
•costs to identify, acquire, develop, and commercialize additional product candidates;
•costs to integrate acquired technologies into a comprehensive regulatory and product development strategy;
•costs to maintain, expand, and protect our patent claims and other intellectual property rights;
•costs to hire additional commercial operations, sales and marketing, scientific, clinical, regulatory, quality, and other personnel to support our commercialization, sales and marketing, regulatory, and clinical development efforts;
•costs to implement or enhance operational, accounting, finance, quality, commercial, and management information systems;
•costs to service our debt obligations and associated interest payments; and
•costs to operate as a public company.
Until such time, if ever, as we can generate positive cash flows as a result of increased sales of ORGOVYX, MYFEMBREE, or any product candidate, we expect to fund our operations through a combination of cash, cash equivalents, and marketable securities currently on hand and amounts available to us under the Sumitomo Pharma Loan Agreement, subject to the consent of our board of directors, as well as potential payments we are eligible to receive from Pfizer, Richter, and Accord pursuant to the terms of our agreements with them.
Cash Flows
The following table summarizes our cash flows for the years ended
Year Ended March
31,
2022
2021
Net cash (used in) provided by operating activities
$ (18,022) $
(9,211)
Net cash provided by financing activities$ 25,905 $ 238,045 Operating Activities Net cash used in operating activities was$268.6 million for the year endedMarch 31, 2022 , and consisted of our net loss of$206.0 million (see "Results of Operations" above) and changes in operating assets and liabilities of$107.0 million (see below), partially offset by adjustments for non-cash operating items of$44.4 million . The non-cash operating items included share based compensation of$38.9 million , accretion of the implied financing component of the cost share advance from Pfizer of$2.4 million , amortization of operating lease right of use asset of$1.7 million , and depreciation expense of$1.4 million .
The changes in operating assets and liabilities included the following:
•$90.5 million decrease in cost share advance from Pfizer due to the application of shared Allowable Expenses (see Note 13(C) to our audited consolidated financial statements included elsewhere in this Annual Report);
85 -------------------------------------------------------------------------------- •$30.6 million increase in amounts due to Pfizer as a result of an increase in profit share and reimbursement of Allowable Expenses incurred by Pfizer (see Note 13(B) to our audited consolidated financial statements included elsewhere in this Annual Report); •$21.7 million net decrease in deferred revenue as a result of the recognition of$105.0 million of Pfizer collaboration revenue and$16.7 million of Richter license and milestone revenue, partially offset by a$100.0 million regulatory milestone payment from Pfizer (see Note 13 to our audited consolidated financial statements included elsewhere in this Annual Report);
•$24.0 million increase in accrued expenses and other current liabilities, primarily driven by increases in accrued sales discounts, rebates, and allowances due to an increase in product revenue, net, accrued compensation-related expenses, and accrued royalties payable to Takeda, partially offset by a decrease in accrued R&D expenses;
•$19.7 million increase in accounts receivable, net as a result of an increase
in net product revenues, mainly driven by sales of ORGOVYX in the
•$9.0 million increase in prepaid expenses and other current assets primarily due to prepayments related to commercial manufacturing activities;
•$6.4 million increase in other assets primarily due to prepayments related to commercial manufacturing activities, partially offset by a reduction in prepaid clinical study costs;
•$5.6 million decrease in accounts payable, primarily driven by the timing of vendor invoice payments;
•$5.0 million increase in inventories, driven by the capitalization of inventory manufactured or purchased after the FDA approvals of ORGOVYX and MYFEMBREE; and
•$3.8 million net change in other operating assets and liabilities.
Net cash provided by operating activities was$370.6 million for the year endedMarch 31, 2021 , and consisted of changes in operating assets and liabilities of$584.6 million (see below), partially offset by our net loss of$255.1 million (primarily due to our ongoing development and clinical studies, activities related to our preparation for potential regulatory approvals and commercialization of our product candidates, and the expansion of our company), adjusted for non-cash operating items of$41.2 million . The non-cash operating items included share-based compensation of$53.7 million (which included$25.7 million related to the acceleration, modification, and remeasurement of our former Principal Executive Officer's equity awards), foreign currency transaction gain of$16.2 million primarily related to the Sumitomo Pharma debt outstanding, and other items of$3.7 million .
The changes in operating assets and liabilities included the following:
•$457.9 million net increase in deferred revenue, which was driven by the upfront payment of$503.6 million received from Pfizer inDecember 2020 (including a$3.6 million implied financing component of a cost share advance) and a regulatory milestone payment of$10.0 million received from Richter inApril 2020 , partially offset by the recognition of$33.3 million of Richter license and milestone revenue and$22.4 million of Pfizer collaboration revenue (see Note 13 to our audited consolidated financial statements included elsewhere in this Annual Report); •$121.2 million net increase in cost share advance from Pfizer, consisting of the cost share advance received from Pfizer of$150.0 million (discounted to a present value of$146.4 million ), partially offset by the application of$25.2 million of shared Allowable Expenses (see Note 13(B) to our audited consolidated financial statements included elsewhere in this Annual Report);
•$15.6 million increase in accrued expenses and other current liabilities primarily due to an increase in accrued commercial and compensation-related expenses, partially offset by a decrease in accrued R&D expenses; and
•$10.1 million net change in other operating assets and liabilities primarily related to increases in accounts receivable, inventories, and prepaid expenses and other current assets, partially offset by an increase in accounts payable. 86 --------------------------------------------------------------------------------
Investing Activities
For the year endedMarch 31, 2022 , we used$18.0 million of cash in investing activities, of which$17.0 million was for the purchase of marketable securities, net of maturities, and$1.0 million was for the purchase of property and equipment. For the year endedMarch 31, 2021 , we used$9.2 million of cash in investing activities, of which$7.4 million was for the purchase of marketable securities, net of maturities and sales, and$1.8 million was for the purchase of property and equipment. Financing Activities
For the year ended
For the year ended
Contractual Obligations and Other Cash Needs
We have entered into arrangements that contractually obligate us to make payments that will affect our liquidity and cash flows in future periods. Our most significant contractual obligations as ofMarch 31, 2022 are summarized below.
Sumitomo Pharma Loan Agreement
We, and one of our subsidiaries, MSG, entered into a loan agreement with Sumitomo Pharma onDecember 27, 2019 , pursuant to which Sumitomo Pharma agreed to make revolving loans to us in the aggregate principal amount of up to$400.0 million . As ofMarch 31, 2022 , the outstanding loan balance was$358.7 million and$41.3 million of borrowing capacity remains available to us, subject to the terms of the Sumitomo Pharma Loan Agreement. The maturity date of the loans under the Sumitomo Pharma Loan Agreement isDecember 27, 2024 or the date the outstanding principal of the loans is declared due and payable due to an event of default pursuant to the terms of the Sumitomo Pharma Loan Agreement. In addition, if Sumitomo Pharma fails to own at least a majority of our outstanding common shares, it may become unlawful under Japanese law for Sumitomo Pharma to fund loans to us, and in which case we would not be able to continue to borrow under the Sumitomo Pharma Loan Agreement. Interest is due and payable quarterly, and the outstanding principal amounts are due and payable in full on the five-year anniversary of the closing date of the Sumitomo Pharma Loan Agreement. See Note 6(A) to our audited consolidated financial statements included elsewhere in this Annual Report for additional information about the Sumitomo Pharma Loan Agreement. Operating Leases We have certain lease agreements for office space under which we are obligated to make minimum lease payments. As ofMarch 31, 2022 , we had$3.1 million of minimum lease payments due in one year and$8.4 million due over the remaining lease terms. See Note 12 to our audited consolidated financial statements included elsewhere in this Annual Report for additional information about our operating leases. Contingent Payments Pursuant to the Takeda License Agreement, we have committed to paying Takeda a fixed, high single-digit royalty on net sales of certain relugolix products, a low single-digit royalty on net sales of certain other relugolix products, and a high single-digit royalty on net sales of MVT-602 products in our territory, all subject to certain agreed reductions. We cannot, at this time, determine when or if royalty payments will be required or what the total amount of such payments may be. See Note 14(D) to our audited consolidated financial statements included elsewhere in this Annual Report for additional information about the Takeda License Agreement.
Contract Service Providers
In the normal course of business, we enter into agreements with certain vendors for the provision of goods and services, which includes manufacturing services with CMOs, development services with respect to CROs, and other services and products for operating purposes. These agreements may include certain provisions for purchase obligations and termination obligations that could require payment for the cancellation of committed purchase obligations or for early termination of the agreements. The amounts of the cancellation or termination payments vary and are based on the timing of the cancellation or termination and the specific terms of the agreements and are considered cancellable contracts. 87 --------------------------------------------------------------------------------
Critical Accounting Policies and Significant Judgments and Estimates
Our management's discussion and analysis of our financial condition and results of operations is based on our audited consolidated financial statements, which have been prepared in accordance withU.S. generally accepted accounting principles ("U.S. GAAP"). The preparation of these audited consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosures of contingent liabilities. We have based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Management periodically reviews our estimates and makes adjustments when facts and circumstances dictate. To the extent there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. While our significant accounting policies are described in more detail in Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report, we believe the that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements.
Revenue Recognition
Under Accounting Standards Codification 606, Revenue from Contracts with Customers, or ASC 606, we recognize revenue when our customers obtain control of promised goods or services, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that have been determined to be within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. Once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations, and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
Product Revenue, Net
We sell our products in theU.S. principally through wholesale and specialty distribution and pharmacy channels (collectively, "customers"). These customers subsequently resell our products to healthcare providers and patients. In addition to distribution agreements with customers, we enter into arrangements with healthcare providers and payors that provide for government-mandated and/or privately-negotiated rebates, chargebacks, and discounts with respect to the purchase of our products. We recognize revenue from product sales when our customer obtains control of our products, which occurs at a point in time, typically upon delivery to the customer. We record revenues from product sales at the net sales price, or transaction price, which includes estimates of variable consideration for which reserves are established that result from (a) invoice discounts for prompt payment and specialty distributor and specialty pharmacy service fees, (b) government and private payer rebates, chargebacks, discounts and fees, (c) group purchasing organization ("GPO") discounts, performance rebates and administrative fees, (d) product returns and (e) costs of co-pay assistance programs for patients (collectively, "sales deductions"). The variability in the net transaction price for our products arises primarily from the aforementioned sales deductions. We use significant judgment in estimating certain sales deductions. Where appropriate, we utilize the expected value method to determine the appropriate amount for estimates of variable consideration. The estimates of reserves established for variable consideration reflect current contractual and statutory requirements, our historical experience, specific known market events and trends, industry data and forecasted customer buying and payment patterns. The amount of variable consideration that is included in the transaction price may be constrained and is included in net product revenues only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from our estimates. If actual results vary from our estimates, we adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. 88 --------------------------------------------------------------------------------
More specifically, our significant adjustments include the following:
•Prompt Pay Discounts: We generally provide our customers with prompt payment discounts that are explicitly stated in the contracts and are recorded as a reduction of gross product revenues and accounts receivable in the period the related product revenue is recognized. Our provision for cash discounts was$2.4 million for the year endedMarch 31, 2022 . A hypothetical 10% change in our cash discount provision would have had an approximate$0.2 million impact on our net revenue for the year endedMarch 31, 2022 . •Product Returns: We estimate the amount of our product sales that may be returned by our customers and record this estimate in the period the related product revenue is recognized. We estimate product return liabilities based on historical product returns, the underlying product demand, and industry specific data. Our provision for product returns was$2.9 million for the year endedMarch 31, 2022 . A hypothetical 10% change in our product return provision would have had an approximate$0.3 million impact on our net revenue for the year endedMarch 31, 2022 . •Chargebacks: Chargebacks for discounts represent our estimated obligations resulting from contractual commitments to sell product toPublic Health Service institutions, Federal government entities purchasing via the Federal Supply Schedule, GPOs, and health maintenance organizations at a discounted price. The specialty distributor, in turn, charges back to us the difference between the price initially paid by the specialty distributor and the discounted price paid to the specialty distributor by the customer. The allowance for chargebacks is based on actual chargebacks received and an estimate of sales to contracted customers. Our provision for chargebacks was$13.4 million for the year endedMarch 31, 2022 . A hypothetical 10% change in our chargeback provision would have had an approximate$1.3 million impact on our net revenue for the year endedMarch 31, 2022 . •Rebates: Rebates consist of the Medicaid Drug Rebate Program and the Medicare Part D prescription drug benefit. These reserves are recorded in the same period the related revenue is recognized. Rebates are amounts owed after the final dispensing of the product to a benefit plan participant and are based upon contractual agreements with, or statutory requirements pertaining to, Medicaid and Medicare benefit providers. The allowance for rebates is based on statutory discount rates, estimate payor mix, and expected utilization. Our estimates for expected utilization of rebates are based on historical data received from specialty pharmacies and specialty distributors since launch, as well as analog data for similar products. We monitor sales trends and adjust the allowance on a regular basis to reflect the most recent rebate experience. Our liability for these rebates consists of invoices received for claims for prior quarters that have not been paid or for which an invoice has not yet been received, estimates of claims for the current quarter, and estimated future claims that will be made for our products that has been recognized as revenue, but remains in the distribution channel inventories at the end of each reporting period. Our provision for rebates was$33.4 million for the year endedMarch 31, 2022 . A hypothetical 10% change in our rebate provision would have had an approximate$3.3 million impact on our net revenue for the year endedMarch 31, 2022 . •Co-payment Assistance: We offer co-payment assistance to commercially insured patients meeting certain eligibility requirements. Co-payment assistance is accrued based on actual program participation and estimates of program redemption using data provided by third-party administrators. Our provision for co-payment assistance was$5.5 million for the year endedMarch 31, 2022 . A hypothetical 10% change in our co-payment assistance provision would have had an approximate$0.6 million impact on our net revenue for the year endedMarch 31, 2022 .
•Customer Fees: We pay fees to our customers for account management, data management, and other administrative services. To the extent the services received are distinct from sales of products to the customer, we record these payments in SG&A expenses.
We have adjusted our allowances in the past based on actual experience, and we may be required to adjust these allowances and accruals in the future. The historical adjustments have not been significant to our operations. We continually monitor our allowances and accruals and make adjustments when we believe actual experience may differ from our estimates.
The following table provides a summary of activity for each significant category
of discounts and allowances for the year ended
89 -------------------------------------------------------------------------------- Reserve -government and Chargebacks and other incentives administrative fees Returns Sales discounts Total Balance as of March 31, 2021 $ 843 $ 363$ 109 $ 79$ 1,394 Provision related to sales in the current year 38,910 13,384 2,919 2,377 57,590 Adjustments related to prior year sales (305) (124) - - (429) Credits and payments made during the current year (25,714) (10,995) - (1,970) (38,679) Balance as of March 31, 2022$ 13,734 $ 2,628$ 3,028 $ 486$ 19,876
License, Milestone, and Other Revenue
For units of account under ASC 606, we apply significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration, and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. These judgments are discussed in more detail below: •Licenses of intellectual property: If the licenses to intellectual property are determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are not distinct from other promises, we apply judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees. We evaluate the measure of progress each reporting period and, if necessary, adjusts the related revenue recognition accordingly. •Milestone payments: At the inception of each arrangement that includes research, development or regulatory milestone payments, we evaluate whether the milestones are considered probable of being reached and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, we include the associated milestone value in the transaction price. We do not consider milestone payments that are not within our control or the licensee, such as regulatory approvals, probable of being achieved until those approvals are received. We then allocate the transaction price to each performance obligation on a relative standalone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, we re-evaluate the probability of achievement of such milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price on a cumulative catch-up basis in earnings in the period of the adjustment. •Royalties and commercial milestone payments: For arrangements that include sales-based royalties, including sales-based milestone payments based on pre-specified level of sales, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).
Collaboration Arrangements
We analyze our collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements, to determine whether such arrangements involve joint operating activities performed by the parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. We perform this assessment throughout the life of the arrangement based on changes in responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple units of account, we first determine which units of account of the collaboration are deemed to be within the scope of ASC 808 and those that are reflective of a vendor-customer relationship and, therefore, within the scope of ASC 606, Revenue from Contracts with Customers. While ASC 808 defines collaboration arrangements and provides guidance on income statement presentation, classification, and disclosures related to such arrangements, it does not address recognition and measurement matters, such as (1) determining the appropriate unit of account or (2) when the recognition criteria are met. Therefore, the accounting for these arrangements is 90 --------------------------------------------------------------------------------
either based on an analogy to other accounting literature, such as ASC 606, or an accounting policy election by management. For units of account within collaboration arrangements that are accounted for pursuant to ASC 808, we determine an appropriate revenue recognition method and apply it consistently.
We evaluate the presentation of amounts due from our collaborative partners associated with activities in the collaborative arrangements based on the nature of each activity. We record the amounts received prior to satisfying the revenue recognition criteria as deferred revenue on our consolidated balance sheets. If we expect the related efforts underlying the deferred revenue to be satisfied within the next twelve months, we classify the deferred revenue in current liabilities, otherwise we classify it as a non-current liability. For collaboration arrangements that are within the scope of ASC 808, the recognition of collaboration revenue (expense) requires management judgement due to the fact that the terms of collaboration arrangements may be complicated, and the nature of the collaborative activities may change over time. Management exercises judgement in determining the units of account within a collaboration arrangement and in allocating consideration to those units, estimating the collaboration revenue to be recognized, including estimating an appropriate term over which we expect the collaboration revenue to be recognized, as well as in determining the amortization method. For example, judgement is required in identifying material rights and performance obligations, and in estimating the stand-alone selling price of identified performance obligations and material rights, the estimates of which may include forecasted revenue, development timelines, discount rates and probabilities of technical and regulatory success. There is also judgement involved in the identification of costs that we incur related to the collaboration activities, evaluating the nature of these costs (for example, whether the costs relate to a particular geography or territory or whether the costs relate to clinical or commercial activities), and applying the terms of the respective collaborative arrangement to determine the portion of such costs that are the responsibility of the collaboration partner, which in certain circumstances requires significant judgement. In addition, we are dependent on collaborative partners to provide us with information in a timely and accurate manner for use in preparing our consolidated financial statements and related disclosures. Certain of this information may also be subject to estimates. Should our collaborative partners fail to provide us with any such information in a timely manner, or should any estimates upon which such financial information was based, prove to be inaccurate, we could be required to record such adjustments in future periods.
Research and Development Expenses and Accruals
R&D expenses primarily include personnel-related costs for employees engaged in R&D activities and costs of third parties who conduct clinical study and clinical manufacturing activities on our behalf, and are expensed as incurred unless there is an alternative future use in other R&D projects. We expense payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product in the period incurred as R&D. We consider regulatory approval of product candidates to be uncertain and products manufactured prior to regulatory approval may not be sold unless regulatory approval is obtained. As such, we do not capitalize the manufacturing costs for product candidates incurred prior to regulatory approval as inventory, but rather expense them as R&D expenses when incurred. Our accruals for clinical studies and other R&D activities are based on estimates of the services received and efforts expended pursuant to contracts with numerous clinical study sites, CROs, and CMOs. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price, upon achievement of a milestone event, or on a time and materials basis. Payments under these agreements depend on factors such as the achievement of certain events, the successful enrollment of patients, and the completion of portions of the clinical study or similar conditions. The objective of our accrual policy is to match the recording of expenses in our consolidated financial statements to the actual services received and efforts expended. As such, we recognize expense accruals related to clinical studies and other R&D activities based on our estimate of the degree of completion of the event or events specified in the agreements. Our accrual estimates are dependent upon the timeliness and accuracy of data provided by third parties regarding the status and cost of studies, and may not match the actual services performed by these organizations. During the course of a clinical study, we adjust our rate of clinical study expense recognition if actual results differ from our estimates. We make estimates of our clinical study expense as of each balance sheet date based on facts and circumstances known at that time. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and result in us reporting amounts that are too high or too low for any particular period. This could result in adjustment to our R&D expense in future periods. 91 --------------------------------------------------------------------------------
Share-Based Compensation
We account for share-based compensation plans using the fair value recognition and measurement provisions underU.S. GAAP. We measure share-based compensation cost at the grant date, based on the fair value of the award, and recognize that fair value as expense on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. We recognize forfeitures in the period in which such forfeiture occurs and record share-based compensation as though all awards are expected to vest.
We estimate the grant date fair value of stock options, and the resulting share-based compensation, using the Black-Scholes option-pricing model, which requires the use of subjective assumptions, including:
•Expected Term. The expected term represents the period that our share-based awards are expected to be outstanding and is determined using the simplified method in accordance with theSecurities and Exchange Commission , Staff Accounting Bulletins No. 107 and No. 110 (based on the mid-point between the vesting date and the end of the contractual term). •Expected Volatility. The expected volatility considers our historical volatility and the weighted average measures of volatility of a peer group of companies for a period equal to the expected term of the stock options. Our peer group of publicly traded biopharmaceutical companies was chosen based on their similar size, stages in the life cycle, or area of specialty. •Risk-Free Interest Rate. The risk-free interest rate is based on theU.S. treasury yield curve in effect at the time of grant for the expected term on the stock options.
•Expected Dividend. We have never paid, and do not anticipate paying, cash dividends on our common shares. Therefore, the expected dividend yield was assumed to be zero.
We base share-based compensation associated with restricted stock units ("RSU") and performance share units ("PSU") on the fair value of our common shares on the grant date, which equals the closing market price of our common shares on the grant date. We recognize share-based compensation related to RSUs on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. We recognize share-based compensation related to PSUs if the performance criteria are deemed probable of being met. We remeasure share-based compensation liabilities at fair value each reporting period until the common share awards are settled or become mature, with the change in the fair value recorded as share-based compensation. No tax benefits for share-based compensation have been recognized in the consolidated statements of shareholders' deficit or consolidated statements of cash flows. We have not recognized, and do not expect to recognize in the near future, any tax benefits related to share-based compensation as a result of our full valuation allowance on net deferred tax assets and net operating loss carryforwards.
Recently Issued and Adopted Accounting Pronouncements
For information regarding the impact of recently adopted accounting pronouncements and the expected impact of recently issued accounting pronouncements not yet adopted on our consolidated financial statements, see Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report.
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