Notes to Financial Statements
(unaudited)
March 31, 2023
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim financial statements for Xencor, Inc. (the Company, Xencor, we or us) have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information. The financial statements include all adjustments (consisting only of normal recurring adjustments) that the management of the Company believes are necessary for a fair presentation of the periods presented. The preparation of interim financial statements requires the use of management’s estimates and assumptions that affect reported amounts of assets and liabilities at the date of the interim financial statements and the reported revenues and expenditures during the reported periods. These interim financial results are not necessarily indicative of the results expected for the full fiscal year or for any subsequent interim period.
The accompanying unaudited interim financial statements and related notes should be read in conjunction with the audited financial statements and notes thereto included in the Company’s 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 24, 2023.
Use of Estimates
The preparation of interim financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, other comprehensive gain (loss) and the related disclosures. On an ongoing basis, management evaluates its estimates, including estimates related to its accrued clinical trial and manufacturing development expenses, stock-based compensation expense, evaluation of intangible assets, investments, leases and other assets for evidence of impairment, fair value measurements, and contingencies. Significant estimates in these interim financial statements include estimates made for royalty revenue, accrued research and development expenses, stock-based compensation expenses, intangible assets, incremental borrowing rate for right-of-use asset and lease liability, estimated standalone selling price of performance obligations, estimated time for completing delivery of performance obligations under certain arrangements, the likelihood of recognizing variable consideration, the carrying value of equity instruments without a readily determinable fair value, and recoverability of deferred tax assets.
Intangible Assets
The Company maintains definite-lived intangible assets related to certain capitalized costs of acquired licenses and third-party costs incurred in establishing and maintaining its intellectual property rights to its platform technologies and development candidates. These assets are amortized over their useful lives, which are estimated to be the remaining patent life or the contractual term of the license. The straight-line method is used to record amortization expense. The Company assesses its intangible assets for impairment if indicators are present or changes in circumstances suggest that impairment may exist. There was no impairment charge recorded for the three months ended March 31, 2023 and 2022.
The Company capitalizes certain in-process intangible assets that are then abandoned when they are no longer pursued or used in current research activities. There was no material abandonment of in-process intangible assets for each of the three months ended March 31, 2023 and March 31, 2022.
Marketable Debt and Equity Securities
The Company has an investment policy that includes guidelines on acceptable investment securities, minimum credit quality, maturity parameters, and concentration and diversification. The investment policy limits the maturity of any individual security to a maximum of 36 months. The average maturity of securities in the portfolio as of March 31, 2023 is less than 12 months. The Company invests its excess cash primarily in marketable debt securities issued by investment grade institutions.
The Company considers its marketable debt securities to be available-for-sale because it is not more likely than not that the Company will be required to sell the securities before recovery of the amortized cost. These assets are carried at fair value and any impairment losses and recoveries related to the underlying issuer’s credit standing are recognized within other income (expense), while non-credit related impairment losses and recoveries are recognized within accumulated other comprehensive income (loss). There were no impairment losses or recoveries recorded for the three months ended March 31, 2023 and 2022. Accrued interest on marketable debt securities is included in the marketable securities’ carrying value. Each reporting period, the Company reviews its portfolio of marketable debt securities, using both quantitative and qualitative factors, to determine if each security’s fair value has declined below its amortized cost basis. During the three months ended March 31, 2023, the Company recorded an unrealized gain of $3.3 million in its portfolio of marketable debt securities. During the three months ended March 31, 2022, the Company recorded an unrealized loss of $5.6 million. The unrealized losses are due to the changing interest rate environment and are not due to changes in the credit quality of the underlying securities. The unrealized gain is recorded in other comprehensive income (loss) for the three months ended March 31, 2023.
The Company receives equity securities in connection with certain licensing transactions with its partners. These investments in equity securities are carried at fair value with changes in fair value recognized each period and reported within other income (expense). For equity securities with a readily determinable fair value, the Company remeasures these equity investments at each reporting period until such time that the investment is sold or disposed. If the Company sells an investment, any realized gain or loss on the sale of the securities will be recognized within other income (expense) in the Statements of Comprehensive Income (Loss) in the period of sale.
The Company also has investments in equity securities without a readily determinable fair value, where the Company elects the measurement alternative to record the investment at its initial cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. There was no impairment charge recorded for the three months ended March 31, 2023 and 2022, in connection with equity securities without a readily determinable fair value.
Recent Accounting Pronouncements
There have been no material changes in recently issued or adopted accounting standards from those disclose in the Company's 2022 Annual Report on Form 10-K. The Company has reviewed all recently issued accounting pronouncements and does not believe they will have a material impact on our results of operations, financial condition or cash flows.
There have been no other material changes to the significant accounting policies previously disclosed in the Company’s 2022 Annual Report on Form 10-K.
2. Fair Value of Financial Instruments
Financial instruments included in the financial statements include cash and cash equivalents, marketable debt and equity securities, accounts receivable, accounts payable, and accrued expenses. Marketable debt securities, equity securities, and cash equivalents are carried at fair value. The fair value of the other financial instruments closely approximates their fair value due to their short-term maturities.
The Company accounts for recurring and non-recurring fair value measurements in accordance with FASB Accounting Standards Codification 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a fair value hierarchy for assets and liabilities measured at fair value, and requires expanded disclosure about fair value measurements. The ASC 820 hierarchy ranks the quality of reliable inputs, or assumptions, used in the determination of fair value and requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories:
Level 1—Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets or liabilities.
Level 2—Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in markets that are not active. Related inputs can also include those used in valuation or other pricing models, such as interest rates and yield curves that can be corroborated by observable market data.
Level 3—Fair value is determined by inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgments to be made by the reporting entity – e.g., determining an appropriate discount factor for illiquidity associated with a given security.
The Company measures the fair value of financial assets using the highest level of inputs that are reasonably available as of the measurement date. The assets recorded at fair value are classified within the hierarchy as follows for the periods reported (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2023 (unaudited) | | December 31, 2022 |
| Total Fair Value | | Level 1 | | Level 2 | | Total Fair Value | | Level 1 | | Level 2 |
Money Market Funds | $ | 56,705 | | | $ | 56,705 | | | $ | — | | | $ | 40,967 | | | $ | 40,967 | | | $ | — | |
Corporate Securities | 189,026 | | | — | | | 189,026 | | | 200,626 | | | — | | | 200,626 | |
Government Securities | 286,896 | | | — | | | 286,896 | | | 329,889 | | | — | | | 329,889 | |
| $ | 532,627 | | | $ | 56,705 | | | $ | 475,922 | | | $ | 571,482 | | | $ | 40,967 | | | $ | 530,515 | |
Our policy is to record transfers of assets between Level 1 and Level 2 at their fair values as of the end of each reporting period, consistent with the date of the determination of fair value. During the three months ended March 31, 2023 and 2022, there were no transfers between Level 1 and Level 2.
3. Net Income (Loss) Per Common Share
Basic net income (loss) per common share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period without consideration of common stock equivalents. Diluted net income (loss) per common share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period. Potentially dilutive securities consisting of stock issuable pursuant to outstanding options and restricted stock units (RSUs), and stock issuable pursuant to the 2013 Employee Stock Purchase Plan (ESPP) are not included in the per common share calculation in periods when the inclusion of such shares would have an anti-dilutive effect.
Basic and diluted net income (loss) per common share is computed as follows:
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2023 | | 2022 |
| (in thousands, except share and per share data) |
Numerator: | | | |
Net income (loss) attributable to common stockholders | $ | (60,763) | | | $ | 23,594 | |
Denominator: | | | |
Weighted-average common shares outstanding used in computing basic net income (loss) | 59,771,674 | | 59,407,829 |
Effect of dilutive securities | — | | 1,670,665 |
Weighted-average common shares outstanding used in computing diluted net income (loss) | 59,771,674 | | 61,078,494 |
Basic net income (loss) per common share | $ | (1.02) | | | $ | 0.40 | |
Diluted net income (loss) per common share | $ | (1.02) | | | $ | 0.39 | |
For the three months ended March 31, 2023, all outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per common share as the effect of including such securities would have been anti-dilutive. For the three months ended March 31, 2022, we excluded 2,556,779 shares of stock issuable pursuant to outstanding options and RSUs from the calculation, because the inclusion of such shares would have had an anti-dilutive effect.
4. Comprehensive Income (Loss)
Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). For each of the three-month period ended March 31, 2023 and 2022, the only component of other comprehensive loss is net unrealized gain or loss on marketable debt securities. There were no material reclassifications out of accumulated other comprehensive loss during each of the three-month periods ended March 31, 2023 and 2022.
5. Marketable Debt and Equity Securities
The Company’s marketable debt securities held as of March 31, 2023 and December 31, 2022 are summarized below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2023 | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
(in thousands) | | | | | | | | |
Money Market Funds | | $ | 56,705 | | | $ | — | | | $ | — | | | $ | 56,705 | |
Corporate Securities | | 189,658 | | | — | | | (632) | | | 189,026 | |
Government Securities | | 289,878 | | | 55 | | | (3,037) | | | 286,896 | |
| | $ | 536,241 | | | $ | 55 | | | $ | (3,669) | | | $ | 532,627 | |
| | | | | | | | |
Reported as | | | | | | | | |
Cash and cash equivalents | | | | | | | | $ | 56,705 | |
Marketable securities | | | | | | | | 475,922 | |
Total investments | | | | | | | | $ | 532,627 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2022 | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
(in thousands) | | | | | | | | |
Money Market Funds | | $ | 40,967 | | | $ | — | | | $ | — | | | $ | 40,967 | |
Corporate Securities | | 201,752 | | | — | | | (1,126) | | | 200,626 | |
Government Securities | | 335,705 | | | 3 | | | (5,819) | | | 329,889 | |
| | $ | 578,424 | | | $ | 3 | | | $ | (6,945) | | | $ | 571,482 | |
| | | | | | | | |
Reported as | | | | | | | | |
Cash and cash equivalents | | | | | | | | $ | 40,967 | |
Marketable securities | | | | | | | | 530,515 | |
Total investments | | | | | | | | $ | 571,482 | |
The maturities of the Company’s marketable debt securities as of March 31, 2023 are as follows:
| | | | | | | | | | | | | | |
March 31, 2023 | | Amortized Cost | | Estimated Cost Fair Value |
(in thousands) | | | | |
Mature in one year or less | | $ | 479,536 | | | $ | 475,922 | |
Mature within two years | | — | | | — | |
| | $ | 479,536 | | | $ | 475,922 | |
The unrealized losses on available-for-sale investments and their related fair values as of March 31, 2023 and December 31, 2022 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Less than 12 months | | 12 months or greater |
March 31, 2023 | | Fair value | | Unrealized losses | | Fair value | | Unrealized losses |
(in thousands) | | | | | | | | |
Corporate Securities | | $ | 119,220 | | | $ | (632) | | | $ | — | | | $ | — | |
Government Securities | | 232,044 | | | (3,037) | | | — | | | — | |
| | $ | 351,264 | | | $ | (3,669) | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Less than 12 months | | 12 months or greater |
December 31, 2022 | | Fair value | | Unrealized losses | | Fair value | | Unrealized losses |
(in thousands) | | | | | | | | |
Corporate Securities | | $ | 132,658 | | | $ | (1,121) | | | $ | 3,826 | | | $ | (5) | |
Government Securities | | 324,933 | | | (5,819) | | | — | | | — | |
| | $ | 457,591 | | | $ | (6,940) | | | $ | 3,826 | | | $ | (5) | |
The unrealized losses from the available-for-sale securities are primarily due to changes in the interest rate environment and not changes in the credit quality of the underlying securities in the portfolio.
The Company’s equity securities include securities with a readily determinable fair value. These investments are carried at fair value with changes in fair value recognized each period and reported within other income (expense). For the three months ended March 31, 2023 and March 31, 2022, a loss of $2.9 million and a loss of $3.4 million, respectively, were recorded under other income (expense) related to these securities. Equity securities with a readily determinable fair value, which are categorized as Level 1 in the fair value hierarchy under ASC 820, and their fair values (in thousands) as of March 31, 2023 and December 31, 2022 are as follows:
| | | | | | | | | | | |
| Fair Value | | Fair Value |
| March 31, 2023 | | December 31, 2022 |
Astria Common Stock | $ | 9,282 | | | $ | 9,529 | |
INmune Common Stock | 12,180 | | | 11,954 | |
Viridian Common Stock | 18,244 | | | 20,948 | |
| $ | 39,706 | | | $ | 42,431 | |
The Company also has investments in equity securities without a readily determinable fair value. The Company elects the measurement alternative to record these investments at their initial cost and evaluate such investments at each reporting period for evidence of impairment, or observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Equity securities without a readily determinable fair value and their carrying values (in thousands) as of March 31, 2023 and December 31, 2022 are as follows:
| | | | | | | | | | | |
| Carrying Value | | Carrying Value |
| March 31, 2023 | | December 31, 2022 |
Astria Preferred Stock | $ | — | | | $ | 174 | |
Zenas Preferred Stock | 54,209 | | | 54,209 | |
| $ | 54,209 | | | $ | 54,383 | |
The Company received common and preferred stock in Astria in connection with a licensing transaction. The shares of Astria common stock have a readily determinable fair value and the adjustment in the fair value of the Astria common stock from the period ended December 31, 2022 has been recorded as an unrealized loss on equity securities for the three months ended March 31, 2023.
The Company originally recorded its investment in the shares of Astria preferred stock as an equity interest without a readily determinable fair value. In January 2023, the Company exchanged its preferred shares for common stock in Astria. The common stock has a readily determinable fair value and difference in the fair value of the common stock and the carrying value of the preferred stock has been recorded as a gain in equity securities for the three months ended March 31, 2023. The Company recorded a loss in equity securities related to the Astria common stock for the three months ended March 31, 2023.
The Company currently holds 1,885,533 shares of common stock of INmune Bio, Inc. (INmune). The 1,885,533 shares of INmune common stock are classified as equity securities with a readily determinable fair value, and the adjustment in the fair value of the shares of INmune common stock has been recorded as a gain in equity securities for the three months ended March 31, 2023.
The Company currently holds 717,144 shares of common stock of Viridian Therapeutics, Inc. (Viridian). The shares of Viridian common stock are classified as equity securities with a readily determinable fair value, and the adjustment in the fair value of the shares of Viridian common stock was recorded as a loss in equity securities for the three months ended March 31, 2023.
The Company currently holds an equity interest in Zenas BioPharma Limited (Zenas), a private biotechnology company. The Company’s equity interests include preferred stock in Zenas. The Company elected the measurement alternative to carry the Zenas equity at cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. During the three months ended March 31, 2023, there has not been any impairment or observable price changes related to this investment.
Unrealized loss recognized on equity securities during each of the three-month periods ended March 31, 2023 and 2022, consist of the following:
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2023 | | 2022 |
Net loss recognized on equity securities | $ | (2,898) | | | $ | (3,429) | |
Less: net gain recognized on sale of equity securities | — | | | — | |
Unrealized loss recognized on equity securities | $ | (2,898) | | | $ | (3,429) | |
6. Stock Based Compensation
Our Board of Directors (the Board) and the requisite stockholders previously approved the 2010 Equity Incentive Plan (the 2010 Plan). In October 2013, the Board approved the 2013 Equity Incentive Plan (the 2013 Plan), and in November 2013, our stockholders approved the 2013 Plan, which became effective as of December 3, 2013. As of December 2, 2013, we suspended the 2010 Plan, and no additional awards may be granted under the 2010 Plan. Any shares of common stock covered by awards granted under the 2010 Plan that terminate after December 2, 2013 by expiration, forfeiture, cancellation, or other means without the issuance of such shares will be added to the 2013 Plan reserve. The December 2013 Plan will end December 2, 2023 and we will no longer be able to issue shares under the Plan after this date.
As of March 31, 2023, the total number of shares of common stock available for issuance under the 2013 Plan is 17,507,818. Unless otherwise determined by the Board, beginning January 1, 2014, and continuing until the expiration of the 2013 Plan, the total number of shares of common stock available for issuance under the 2013 Plan will automatically increase annually on January 1 of each year by 4% of the total number of issued and outstanding shares of common stock as of December 31 of the immediately preceding year. Pursuant to approval by the Board, the total number of shares of common stock available for issuance under the 2013 Plan was increased by 2,399,908 shares on January 1, 2023. As of March 31, 2023, a total of 16,155,562 options have been granted under the 2013 Plan.
In November 2013, the Board and our stockholders approved the ESPP, which became effective as of December 5, 2013. As of March 31, 2023, the total number of shares of common stock available for issuance under the ESPP is 1,139,369. Unless otherwise determined by the Board, beginning on January 1, 2014, and continuing until the expiration of the ESPP, the total number of shares of common stock available for issuance under the ESPP will automatically increase annually on January 1 by the lesser of (i) 1% of the total number of issued and outstanding shares of common stock as of December 31 of the immediately preceding year, or (ii) 621,814 shares of common stock. Pursuant to approval by the Board, the total number of shares of common stock available for issuance under the ESPP was increased by 599,977 shares on January 1, 2023. As of March 31, 2023, we have issued a total of 635,449 shares of common stock under the ESPP.
During the three months ended March 31, 2023, the Company awarded 862,738 RSUs to certain employees. The standard vesting of these awards is generally in three equal annual installments and is contingent on an employee’s continued service to the Company. The fair value of these awards is determined based on the intrinsic value of the stock on the date of grant and will be recognized as stock-based compensation expense over the requisite service period. As of March 31, 2023, a total of 2,862,555 RSUs have been granted under the 2013 Plan.
Total employee, director and non-employee stock-based compensation expense recognized for the three months ended March 31, 2023 and 2022 are as follows (in thousands):
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2023 | | 2022 |
General and administrative | $ | 4,276 | | | $ | 3,674 | |
Research and development | 8,323 | | | 7,131 | |
| $ | 12,599 | | | $ | 10,805 | |
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2023 | | 2022 |
Stock options | $ | 6,983 | | | $ | 6,833 | |
ESPP | 322 | | | 301 | |
RSUs | 5,294 | | | 3,671 | |
| $ | 12,599 | | | $ | 10,805 | |
The following table summarizes option activity under our stock plans and related information:
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Shares Subject to Outstanding Options | | Weighted Average Exercise Price (Per Share) | | Weighted Average Remaining Contractual Term (in years) | | Aggregate Intrinsic Value (in thousands) |
Balance at December 31, 2022 | 10,082,642 | | $ | 29.12 | | | 6.30 | | $ | 27,141 | |
Options granted | 1,620,256 | | $ | 31.40 | | | | | |
Options forfeited | (51,523) | | $ | 36.18 | | | | | |
Options exercised | (34,388) | | $ | 26.82 | | | | | |
Balance at March 31, 2023 | 11,616,987 | | $ | 29.42 | | | 6.59 | | $ | 33,738 | |
Exercisable | 7,308,552 | | $ | 27.47 | | | 5.17 | | $ | 33,229 | |
We calculate the intrinsic value as the difference between the exercise price of the options and the closing price of common stock of $27.89 per share as of March 31, 2023.
The weighted-average fair value of options granted during the three-month periods ended March 31, 2023 and March 31, 2022 were $31.40 and $15.85 per share, respectively. There were 1,668,623 options granted during the three-month period ended March 31, 2022. We estimated the fair value of each stock option using the Black-Scholes option-
pricing model based on the date of grant of such stock option with the following weighted average assumptions for the three months ended March 31, 2023 and 2022:
| | | | | | | | | | | |
| Options |
| Three Months Ended March 31, |
| 2023 | | 2022 |
Expected term (years) | 6.0 | | 6.4 |
Expected volatility | 50.5 | % | | 53.0 | % |
Risk-free interest rate | 4.26 | % | | 1.78 | % |
Expected dividend yield | — | % | | — | % |
| | | | | | | | | | | |
| ESPP |
| Three Months Ended March 31, |
| 2023 | | 2022 |
Expected term (years) | 0.5 - 2.0 | | 0.5 - 2.0 |
Expected volatility | 43.2 - 55.7% | | 55.7 | % |
Risk-free interest rate | 0.13 - 2.82% | | 0.13% - 0.67% |
Expected dividend yield | — | % | | — | % |
As of March 31, 2023, the unamortized compensation expense related to unvested stock options was $71.9 million. The remaining unamortized compensation expense will be recognized over the next 2.8 years. As of March 31, 2023, the unamortized compensation expense under our ESPP was $0.9 million. The remaining unamortized expense will be recognized over the next 0.7 years.
The following table summarizes the RSU activity for the three-month period ended March 31, 2023:
| | | | | | | | | | | |
| Restricted Stock Units | | Weighted Average Grant Date Fair Value (Per unit) |
| | | |
Unvested RSUs at December 31, 2022 | 1,232,551 | | $ | 32.41 | |
Granted | 862,738 | | 31.22 | |
Vested | (349,499) | | 32.83 | |
Forfeited | (17,794) | | 32.88 | |
Unvested RSUs at March 31, 2023 | 1,727,996 | | $ | 31.72 | |
As of March 31, 2023, the unamortized compensation expense related to unvested RSUs was $49.3 million. The remaining unamortized expense will be recognized over the next 2.4 years.
7. Leases
The Company leases office and laboratory space in Monrovia, California under a lease that expires in December 2025 with an option to renew for an additional five years at then market rates. The Company has assessed that it is unlikely to exercise the option to extend the lease term. For the three months ended March 31, 2023, there were no ROU assets obtained in exchange for new operating lease liabilities.
In June 2021, the Company entered into an Agreement of Lease (Lease Agreement) for laboratory and office space in Pasadena, California, which will expire in July 2035. The Lease Agreement provides for two separate phases of lease and occupancy. The first phase commences on August 1, 2022 and provides the Company with an improvement allowance up to $17.0 million. The second phase of the lease agreement will commence no later than September 30, 2026 and includes an additional improvement allowance up to $3.3 million. In August 2022, the Company entered into an
amendment, which the Company would receive an additional $5.0 million in tenant improvement allowance in exchange for an increase in the rental rate of the phase 1 space. The Company placed the new facility into service in February 2023. The Company received delivery of the second phase premises on December 1, 2022. For the three months ended March 31, 2023, there were no ROU assets obtained in exchange for new operating lease liabilities.
The Company leases additional office space in San Diego, California through December 2023. For the three months ended March 31, 2023, there were no ROU assets obtained in exchange for new operating lease liabilities.
The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants.
The following table reconciles the undiscounted cash flows for the operating leases at March 31, 2023 to the operating lease liabilities recorded on the balance sheet (in thousands):
| | | | | |
Years ending December 31, | |
For the remainder of 2023 | $ | 4,789 | |
2024 | 6,072 | |
2025 | 7,392 | |
2026 | 8,589 | |
2027 | 8,829 | |
2028 | 9,076 | |
Thereafter | 66,436 | |
Total undiscounted lease payments | 111,183 | |
Less: Tenant allowance | (5,459) | |
Less: Imputed interest | (46,481) | |
Present value of lease payments | $ | 59,243 | |
| |
Lease liabilities - short-term | $ | 4,471 | |
Lease liabilities - long-term | 54,772 | |
Total lease liabilities | $ | 59,243 | |
The following table summarizes lease costs and cash payments for the three months ended March 31, 2023 and 2022 (in thousands):
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2023 | | 2022 |
| | | |
Operating lease cost | $ | 2,181 | | | $ | 1,562 | |
Variable lease cost | 234 | | | 99 | |
Total lease costs | $ | 2,415 | | | $ | 1,661 | |
| | | |
Cash paid for amounts included in the measurement of lease liabilities | $ | 724 | | | $ | 684 | |
As of March 31, 2023, the weighted-average remaining lease term for operating leases is 11.8 years, and the weighted-average discount rate for operating leases is 8.9%. As of March 31, 2022, the weighted-average remaining lease term for operating leases is 12.3 years, and the weighted-average discount rate for operating leases is 5.8%.
8. Commitments and Contingencies
From time to time, the Company may be subject to various litigation and related matters arising in the ordinary course of business. The Company does not believe it is currently subject to any material matters where there is at least a reasonable possibility that a material loss may be incurred.
The Company is obligated to make future payments to third parties under in license agreements, including sublicense fees, royalties, and payments that become due and payable on the achievement of certain development and commercialization milestones. As the amount and timing of sublicense fees and the achievement and timing of these milestones are not probable and estimable, such commitments have not been included on the Company’s balance sheet. The Company has also entered into agreements with third-party vendors that will require us to make future payments upon the delivery of goods and services in future periods.
9. Collaboration and Licensing Agreements
The following is a summary description of the material revenue arrangements, including arrangements that generated revenue in the three months ended March 31, 2023 and 2022.
Alexion Pharmaceuticals, Inc.
In January 2013, the Company entered into an Option and License Agreement (the Alexion Agreement) with Alexion Pharmaceuticals, Inc. (Alexion). Under the terms of the Alexion Agreement, the Company granted to Alexion an exclusive research license, with limited sublicensing rights, to make and use the Company’s Xtend technology to evaluate and advance compounds. Alexion exercised its rights to one target program, ALXN1210, which is now marketed as Ultomiris®.
The Company is eligible to receive a contractual milestone for the achievement of certain commercial sales levels of Ultomiris and is also entitled to receive royalties based on a percentage of net sales of Ultomiris sold by Alexion, its affiliates or its sublicensees, which percentage is in the low single digits. Alexion’s royalty obligations continue on a product-by-product and country-by-country basis until the expiration of the last-to-expire valid claim in a licensed patent covering the applicable product in such country.
Under ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue for sales-based royalties upon the subsequent sale of the product. The Company recognized $10.5 million and $6.1 million of royalty revenue under this arrangement for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, there is a receivable of $9.4 million related to royalties due under the arrangement, and there is no deferred revenue related to this agreement.
Astellas Pharma Inc.
Effective March 29, 2019, the Company entered into a Research and License Agreement (the Astellas Agreement) with Astellas Pharma Inc. (Astellas).
Under the Astellas Agreement, Astellas developed ASP2138, a CLDN18.2 x CD3 bispecific antibody, which is currently being developed by Astellas in a Phase 1 study.
At March 31, 2022, the Company recorded a contract asset of $5.0 million related to a future development milestone under the Astellas Agreement, and we received the milestone payment in July 2022.
No revenue was recognized under the arrangement for the three months ended March 31, 2023, and the Company recognized $5.0 million of revenue for the three months ended March 31, 2022. As of March 31, 2023, there is no deferred revenue related to the arrangement.
Astria Therapeutics, Inc.
In connection with a licensing transaction, the Company received preferred and common stock in Astria. In January 2023, the Company exchanged its preferred stock for additional common stock in Astria.
The Company recognized an unrealized loss of $0.4 million related to its equity interest in Astria for the three months ended March 31, 2023. The Company recognized an unrealized gain of $0.8 million related to its equity interest in Astria for the three months ended March 31, 2022. There is no deferred revenue as of March 31, 2023 related to this agreement.
Genentech, Inc., and F. Hoffmann-La Roche Ltd
In February 2019, the Company entered into a collaboration and license agreement (the Genentech Agreement) with Genentech, Inc. and F. Hoffmann-La Roche Ltd (collectively, Genentech) for the development and commercialization of novel IL-15 collaboration products (Collaboration Products), including XmAb306 (also named RG6323), the Company’s IL-15/IL-15Ra candidate.
Pursuant to the Genentech Agreement, XmAb306 is designated as a development program and all costs incurred for developing XmAb306 from March 8, 2019, the effective date of the Genentech Agreement, are being shared with Genentech under the initial cost-sharing percentage of 45%.
The Company did not recognize revenue related to the Genentech Agreement for the three months ended March 31, 2023, or the three months ended March 31, 2022. As of March 31, 2023, there is a $4.2 million payable related to cost-sharing development activities during the first quarter of 2023 for development studies being conducted under the Genentech Agreement. There is no deferred revenue as of March 31, 2023, as obligations to perform research activities have expired.
INmune Bio, Inc.
In connection with a licensing transaction, the Company received common stock in INmune.
For the three months ended March 31, 2023 the Company recorded an unrealized gain of $0.2 million and for the three months ended March 31, 2022, the Company recorded an unrealized loss of $3.4 million related to its investment in INmune.
Janssen Biotech, Inc.
Janssen Agreement
In November 2020, the Company entered into a Collaboration and License Agreement (the Janssen Agreement) with Janssen Biotech, Inc. (Janssen) pursuant to which the Company and Janssen conducted research and development activities to discover novel CD28 bispecific antibodies for the treatment of prostate cancer with Janssen maintaining exclusive worldwide rights to develop and commercialize licensed products identified from the research activities.
Under the Janssen Agreement, the Company conducted research activities and applied its bispecific Fc technology to antibodies targeting prostate cancer provided by Janssen. Upon completion of the research activities Janssen had a candidate selection option to advance an identified candidate for development and commercialization. In November 2021, the Company completed its performance obligations under the research activities and delivered CD28 bispecific antibodies to Janssen, and Janssen exercised its candidate selection option to select a bispecific CD28 antibody for further development. Janssen will assume full responsibility for development and commercialization of the CD28 bispecific antibody candidate.
Second Janssen Agreement
On October 1, 2021, the Company entered into a second Collaboration and License Agreement (the Second Janssen Agreement) with Janssen pursuant to which the Company granted Janssen an exclusive worldwide license to develop, manufacture, and commercialize plamotamab, the Company’s CD20 x CD3 development candidate, and pursuant to which Xencor and Janssen will conduct research and development activities to discover novel CD28 bispecific antibodies. The parties will conduct joint research activities for up to a two-year period to discover XmAb bispecific antibodies against CD28 and undisclosed B cell tumor-targets with Janssen receiving exclusive worldwide rights, subject to certain Xencor opt-in rights, to develop, manufacture and commercialize pharmaceutical products that contain one or more of such discovered antibodies (CD28 Licensed Antibodies). The Second Janssen Agreement became effective on November 5, 2021.
The Company will collaborate with Janssen on further clinical development of plamotamab with Janssen and share development costs with Janssen paying 80% and the Company paying 20% of certain development costs.
The Company is generally responsible for conducting research activities under the Second Janssen Agreement, and Janssen is generally responsible for all development, manufacturing, and commercialization activities for CD28 Licensed Antibodies that are advanced.
In the first quarter of 2023, Janssen selected a B cell target for further development under the Second Janssen Agreement and the Company received a $5.0 million milestone.
There is a receivable of $2.7 million as of March 31, 2023, related to cost-sharing activities for development of plamotamab under the Second Janssen Agreement. The Company recognized $5.2 million and $1.8 million of revenue related to the Second Janssen Agreement for the three months ended March 31, 2023 and 2022, respectively, and there is $30.1 million in deferred revenue as of March 31, 2023 related to the Second Janssen Agreement.
MorphoSys AG
In June 2010, the Company entered into a Collaboration and License Agreement with MorphoSys AG (MorphoSys), which was subsequently amended. Under the agreement, we granted MorphoSys an exclusive worldwide license to the Company’s patents and know-how to research, develop and commercialize the XmAb5574 product candidate (subsequently renamed MOR208 and tafasitamab) with the right to sublicense under certain conditions. If certain developmental, regulatory and sales milestones are achieved, the Company is eligible to receive future milestone payments and royalties.
The Company recognized $1.8 million and $2.3 million of royalty revenue during the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, there is a receivable of $2.0 million related to estimated royalties due under the arrangement. As of March 31, 2023, there is no deferred revenue related to this agreement.
Novartis Institute for Biomedical Research, Inc.
In June 2016, the Company entered into a Collaboration and License Agreement (the Novartis Agreement) with Novartis Institutes for BioMedical Research, Inc. (Novartis) to develop and commercialize bispecific and other Fc engineered antibody drug candidates using the Company’s proprietary XmAb technologies and drug candidates.
Pursuant to the Novartis Agreement, the Company and Novartis were co-developing vibecotamab worldwide and sharing development costs. In August 2021, Novartis notified the Company it was terminating its rights with respect to the vibecotamab program, which became effective in February 2022. Under the Novartis Agreement, Novartis is responsible for its share of vibecotamab development costs through February 2023.
No revenue was recognized during the three months ended March 31, 2023, or the three months ended March 31, 2022, from the Novartis Agreement. There is no deferred revenue as of March 31, 2023.
Vir Biotechnology, Inc.
In the first quarter of 2020, the Company entered into a Patent License Agreement (the Vir Agreement) with Vir Biotechnology, Inc. (Vir) pursuant to which the Company provided a non-exclusive license to its Xtend technology for up to two targets.
In March 2020, the Company entered into a second Patent License Agreement (the Second Vir Agreement) with Vir pursuant to which the Company provided a non-exclusive license to its Xtend technology to extend the half-life of two novel antibodies that Vir advanced into development to treat patients with COVID-19. VIR incorporated our Xtend technology in developing Sotrovimab which was authorized to treat mild-to-moderate COVID 19 in certain patient populations. Under the terms of the Second Vir Agreement, Vir is responsible for all research, development, regulatory and commercial activities for the antibodies, and the Company is eligible to receive royalties on the net sales of approved products in the mid-single digit percentage range. We began earning royalties from the net sales of Sotrovimab in the second quarter of 2021. As the COVID 19 virus has mutated, our royalties from the sale of Sotrovimab have diminished significantly and future revenues from this license are expected to continue to decline.
The Company recognized $1.5 million and $70.3 million of royalty revenue for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, there is a receivable of $1.5 million related to estimated royalty due under this agreement, and there is no deferred revenue related to this agreement.
Viridian Therapeutics, Inc.
In December 2020 and in December 2021, the Company entered two separate license agreements with Viridian and received shares of Viridian common stock for each license.
The Company reported unrealized loss of $2.7 million and a loss of $0.9 million for the three months ended March 31, 2023 and March 31, 2022 related to the shares of Viridian common stock. The Company did not recognize revenue for the three months ended March 31, 2023 or 2022. There is no deferred revenue as of March 31, 2023 related to this agreement.
Zenas BioPharma Limited
In November 2020, the Company entered into a License Agreement (the Zenas Agreement) with Zenas, pursuant to which the Company received an equity interest in Zenas in exchange for the exclusive, worldwide rights to develop and commercialize drug candidates from the Company.
The equity in Zenas is recorded at the fair value as of the date of the Zenas Agreement and is reviewed each reporting period for impairment or other evidence of change in value.
In November 2021, the Company entered into a second License Agreement (Second Zenas Agreement) with Zenas, pursuant to which the Company received additional equity in Zenas in exchange for the exclusive worldwide rights to develop and commercialize the Company’s obexelimab (XmAb5871) drug candidate. The original equity received for the second license was a warrant to acquire additional shares of Zenas. The warrant was exchanged for additional preferred stock in Zenas in November 2022.
The warrant in Zenas was recorded at its fair value as of the date of the Second Zenas Agreement and is reviewed each reporting period for impairment or other evidence of change in value. The preferred shares received in exchange for the warrant were recorded at their fair value at the date of the exchange and is reviewed each reporting period for impairment or other evidence of change in value.
The Company did not record an impairment or change in the value of the Zenas equity or the warrant in Zenas in the three months ended March 31, 2023 or 2022. The Company did not recognize any revenue related to the Zenas Agreement for the three months ended March 31, 2023 or 2022, and there is no deferred revenue related to this agreement.
Revenue earned
The revenues recorded for the three months ended March 31, 2023 and 2022 were earned principally from the following licensees (in millions):
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2023 | | 2022 |
Alexion | $ | 10.5 | | | $ | 6.1 | |
Astellas | — | | | 5.0 | |
Janssen | 5.2 | | | 1.8 | |
MorphoSys | 1.8 | | | 2.3 | |
Vir | 1.5 | | | 70.3 | |
Total | $ | 19.0 | | | $ | 85.5 | |
The table below summarizes the disaggregation of revenue recorded for the three months ended March 31, 2023 and 2022 (in millions):
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2023 | | 2022 |
| | | |
Research collaboration | $ | 0.2 | | | $ | 1.8 | |
Milestone | 5.0 | | | 5.0 | |
Royalties | 13.8 | | | 78.7 | |
Total | $ | 19.0 | | | $ | 85.5 | |
Remaining Performance Obligations and Deferred Revenue
The Company’s remaining performance obligation as of March 31, 2023 is conducting research activities pursuant to research plans under the Second Janssen Agreement. As of March 31, 2023 and 2022, the Company has deferred revenue of $30.1 million and $35.5 million, respectively. All deferred revenue as of March 31, 2023 is classified as current liabilities as the Company’s obligations to perform services are due on demand when requested by Janssen under the Second Janssen Agreement.
10. Income taxes
There is no provision for income tax for the three months ended March 31, 2023 or for the three months ended March 31, 2022. As of March 31, 2023, the Company’s deferred income tax assets, consisting primarily of net operating loss and tax credit carryforwards, have been fully offset by a valuation allowance.