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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2022
OR
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _ to _
Commission File Number: 001-38753
Moderna, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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81-3467528 |
(State or Other Jurisdiction of Incorporation or
Organization) |
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(IRS Employer Identification No.) |
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200 Technology Square |
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Cambridge, |
Massachusetts |
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02139 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(617) 714-6500
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
Common stock, par value $0.0001 per share |
MRNA |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes
☒ No
☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
Yes
☒
No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer”, “accelerated filer”,
“smaller reporting company”, and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer |
☒ |
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).
Yes
☐
No
☒
As of October 31, 2022, there were 384,180,469 shares of the
registrant’s common stock, par value $0.0001 per share,
outstanding.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (Form 10-Q) contains express or
implied forward-looking statements. All statements other than those
of historical facts contained in this Form 10-Q are based on our
management’s beliefs and assumptions and on information currently
available to our management. Forward-looking statements in this
Form 10-Q include, but are not limited to, statements
about:
•our
activities with respect to our COVID-19 vaccines, and our plans and
expectations regarding future generations of our COVID-19 vaccines,
including boosters, that we may develop in response to variants of
the SARS-CoV-2 virus, ongoing clinical development, manufacturing
and supply, pricing, commercialization, regulatory matters
(including dosage for vaccines and authorization or approval for
boosters), demand for COVID-19 vaccines, and third-party and
governmental arrangements and potential arrangements;
•timing
of product sales of our Omicron-targeting bivalent booster vaccines
against COVID-19;
•our
ability to contract with third-party suppliers, distributors and
manufacturers and their ability to perform adequately, particularly
with respect to the timely production, release and delivery of our
COVID-19 vaccines, including variant-specific booster
vaccines;
•our
ability and the ability of third parties with whom we contract to
successfully manufacture our commercial products at scale, as well
as drug substances, delivery vehicles, development candidates, and
investigational medicines for preclinical and clinical
use;
•internal
and external costs associated with manufacturing for our products,
including our COVID-19 vaccines, as well as costs associated with
winding down or terminating relationships or agreements with
third-party manufacturers or suppliers in connection with the
production of our COVID-19 vaccines;
•the
scope of protection we are able to establish and maintain for
intellectual property rights covering our commercial products,
investigational medicines and technology;
•the
initiation, timing, progress, results, and cost of our research and
development programs and our current and future preclinical studies
and clinical trials, including statements regarding the timing of
initiation and completion of studies or trials and related
preparatory work and the period during which the results of the
trials will become available;
•the
direct or indirect impact of COVID-19 or any future large-scale
adverse health event, such as the scope and duration of the
outbreak, government actions and restrictive measures implemented
in response, material delays in diagnoses, initiation or
continuation of treatment for diseases that may be addressed by our
development candidates and investigational medicines, or in patient
enrollment in clinical trials, potential clinical trials,
regulatory review or supply chain disruptions, and other potential
impacts to our business, the effectiveness or timeliness of steps
taken by us to mitigate the impact of COVID-19, and our ability to
execute business continuity plans to address disruptions caused by
COVID-19 or any future large-scale adverse health
event;
•our
anticipated next steps for our development candidates and
investigational medicines that may be slowed down due to the impact
of COVID-19, including our resources being significantly diverted
towards our COVID-19 vaccine efforts;
•our
ability to identify research priorities and apply a risk-mitigated
strategy to efficiently discover and develop development candidates
and investigational medicines, including by applying learnings from
one program to our other programs and from one modality to our
other modalities;
•our
ability to obtain and maintain regulatory approval of our
investigational medicines;
•our
ability to commercialize our COVID-19 vaccines and any other
products, if approved;
•the
pricing and reimbursement of our medicines, if
approved;
•the
implementation of our business model, and strategic plans for our
business, investigational medicines, and technology;
•estimates
of our future expenses, revenues and capital
requirements;
•the
potential benefits of strategic collaboration agreements, our
ability to enter into strategic collaborations or arrangements, and
our ability to attract collaborators with development, regulatory,
and commercialization expertise;
•future
agreements with third parties in connection with the
commercialization of our investigational medicines, if
approved;
•the
size and growth potential of the markets for our investigational
medicines, and our ability to serve those markets;
•our
financial performance;
•the
rate and degree of market acceptance of our investigational
medicines;
•our
ability to produce our products or investigational medicines with
advantages in turnaround times or manufacturing cost;
and
•developments
relating to our competitors and our industry.
Forward-looking statements often contain words such as “will,”
“may,” “should,” “could,” “expects,” “intends,” “plans,” “aims,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential,”
“continue,” or the negative of these terms or other comparable
terminology, although not all forward-looking statements contain
these words. Although we believe that the expectations reflected in
these forward-looking statements are reasonable, these statements
relate to future events or our operational or financial
performance, and involve risks, uncertainties, and other factors
that may cause our actual results to differ materially from any
future results expressed or implied by these forward-looking
statements. Accordingly, you should not place undue reliance on
these forward-looking statements. Factors that may cause actual
results to differ materially from current expectations include,
among other things, those listed under the section entitled “Risk
Factors” and elsewhere in this Form 10-Q. If one or more of these
risks or uncertainties occur, or if our underlying assumptions
prove to be incorrect, actual results could differ materially from
those expressed or implied by the forward-looking
statements.
The forward-looking statements in this Form 10-Q represent our
views as of the date of this Form 10-Q. We undertake no obligation
to update any forward-looking statements, except as required by
applicable securities law. You should therefore not rely on these
forward-looking statements as representing our views as of any date
subsequent to the date of this Form 10-Q. However, any further
disclosures made on related subjects in our subsequent reports
filed with the Securities and Exchange Commission should be
consulted.
TRADEMARKS
This Form 10-Q contains references to our trademarks and to
trademarks belonging to other entities. Solely for convenience,
trademarks and trade names referred to may appear without
the
®
or ™ symbols, but such references are not intended to indicate that
their respective owners will not assert, to the fullest extent
under applicable law, their rights thereto. We do not intend our
reference to other companies’ trade names or trademarks to imply a
relationship with, or endorsement or sponsorship of us by, any
other companies.
NOTE REGARDING COMPANY REFERENCES
Unless the context otherwise requires, the terms “Moderna,” “the
Company,” “we,” “us,” and “our” in this Form 10-Q refer to Moderna,
Inc. and its consolidated subsidiaries.
ADDITIONAL INFORMATION
Our website, www.modernatx.com, including the Investor Relations
section, www.investors.modernatx.com; and corporate blog
www.modernatx.com/moderna-blog; as well as our social media
channels: Facebook, www.facebook.com/modernatx; Twitter,
www.twitter.com/modernatx; and LinkedIn,
www.linkedin.com/company/modernatx; contain a significant amount of
information about us, including financial and other information for
investors. We encourage investors to visit these websites and
social media channels as information is frequently updated and new
information is shared. Information contained on our website,
corporate blog and social media channels shall not be deemed
incorporated into, or be a part of, this Form 10-Q.
Table of Contents
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PART I.
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Page |
Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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PART II.
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Item 1.
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Item 1A.
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Item 2.
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Item 6. |
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Item 1. Financial Statements
MODERNA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in millions, except per share data)
|
|
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|
|
|
September 30, |
|
December 31, |
|
2022 |
|
2021 |
Assets
|
|
|
|
Current assets:
|
|
|
|
Cash and cash equivalents
|
$ |
3,027 |
|
|
$ |
6,848 |
|
Investments
|
5,321 |
|
|
3,879 |
|
Accounts receivable
|
2,695 |
|
|
3,175 |
|
Inventory |
2,077 |
|
|
1,441 |
|
Prepaid expenses and other current assets
|
1,177 |
|
|
728 |
|
Total current assets
|
14,297 |
|
|
16,071 |
|
Investments, non-current
|
8,655 |
|
|
6,843 |
|
Property and equipment, net
|
2,019 |
|
|
1,241 |
|
Right-of-use assets, operating leases |
113 |
|
|
142 |
|
Restricted cash, non-current
|
14 |
|
|
12 |
|
Deferred tax assets |
920 |
|
|
326 |
|
Other non-current assets
|
38 |
|
|
34 |
|
Total assets
|
$ |
26,056 |
|
|
$ |
24,669 |
|
Liabilities and Stockholders’ Equity
|
|
|
|
Current liabilities:
|
|
|
|
Accounts payable
|
$ |
330 |
|
|
$ |
302 |
|
Accrued liabilities
|
1,856 |
|
|
1,472 |
|
Deferred revenue
|
4,002 |
|
|
6,253 |
|
Income taxes payable |
66 |
|
|
876 |
|
Other current liabilities
|
553 |
|
|
225 |
|
Total current liabilities
|
6,807 |
|
|
9,128 |
|
Deferred revenue, non-current
|
175 |
|
|
615 |
|
Operating lease liabilities, non-current |
79 |
|
|
106 |
|
Financing lease liabilities, non-current |
922 |
|
|
599 |
|
Other non-current liabilities
|
81 |
|
|
76 |
|
Total liabilities |
8,064 |
|
|
10,524 |
|
Commitments and contingencies (Note
12)
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Stockholders’ equity: |
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|
|
Preferred stock, par value $0.0001; 162 shares authorized as
of September 30, 2022 and December 31, 2021; no shares issued or
outstanding at September 30, 2022 and December 31,
2021
|
— |
|
|
— |
|
Common stock, par value $0.0001; 1,600 shares authorized as of
September 30, 2022 and December 31, 2021; 387 and 403 shares issued
and outstanding as of September 30, 2022 and December 31, 2021,
respectively
|
— |
|
|
— |
|
Additional paid-in capital
|
1,488 |
|
|
4,211 |
|
Accumulated other comprehensive loss |
(351) |
|
|
(24) |
|
Retained earnings |
16,855 |
|
|
9,958 |
|
Total stockholders’ equity
|
17,992 |
|
|
14,145 |
|
Total liabilities and stockholders’ equity
|
$ |
26,056 |
|
|
$ |
24,669 |
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
MODERNA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in millions, except per share data)
|
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|
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|
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|
|
|
|
|
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|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Revenue: |
|
|
|
|
|
|
|
|
Product sales |
|
$ |
3,120 |
|
|
$ |
4,810 |
|
|
$ |
13,576 |
|
|
$ |
10,740 |
|
Grant revenue |
|
144 |
|
|
140 |
|
|
453 |
|
|
473 |
|
Collaboration revenue |
|
100 |
|
|
19 |
|
|
150 |
|
|
47 |
|
Total revenue |
|
3,364 |
|
|
4,969 |
|
|
14,179 |
|
|
11,260 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
Cost of sales |
|
1,100 |
|
|
722 |
|
|
3,498 |
|
|
1,665 |
|
Research and development |
|
820 |
|
|
521 |
|
|
2,084 |
|
|
1,343 |
|
Selling, general and administrative |
|
278 |
|
|
168 |
|
|
757 |
|
|
366 |
|
Total operating expenses |
|
2,198 |
|
|
1,411 |
|
|
6,339 |
|
|
3,374 |
|
Income from operations |
|
1,166 |
|
|
3,558 |
|
|
7,840 |
|
|
7,886 |
|
Interest income |
|
58 |
|
|
4 |
|
|
113 |
|
|
11 |
|
Other expense, net |
|
(7) |
|
|
(10) |
|
|
(33) |
|
|
(22) |
|
Income before income taxes |
|
1,217 |
|
|
3,552 |
|
|
7,920 |
|
|
7,875 |
|
Provision for income taxes |
|
174 |
|
|
219 |
|
|
1,023 |
|
|
541 |
|
Net income |
|
$ |
1,043 |
|
|
$ |
3,333 |
|
|
$ |
6,897 |
|
|
$ |
7,334 |
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.67 |
|
|
$ |
8.27 |
|
|
$ |
17.41 |
|
|
$ |
18.25 |
|
Diluted |
|
$ |
2.53 |
|
|
$ |
7.70 |
|
|
$ |
16.46 |
|
|
$ |
17.00 |
|
|
|
|
|
|
|
|
|
|
Weighted average common shares used in calculation of earnings per
share: |
|
|
|
|
|
|
|
|
Basic |
|
390 |
|
|
404 |
|
|
396 |
|
|
402 |
|
Diluted |
|
412 |
|
|
434 |
|
|
419 |
|
|
431 |
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
MODERNA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME
(Unaudited, in millions)
|
|
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|
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|
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|
|
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|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
Net income |
|
$ |
1,043 |
|
|
$ |
3,333 |
|
|
$ |
6,897 |
|
|
$ |
7,334 |
|
|
Other comprehensive (loss) income, net of tax: |
|
|
|
|
|
|
|
|
|
Available-for-sales securities: |
|
|
|
|
|
|
|
|
|
Unrealized losses on available-for-sale debt securities |
|
(126) |
|
|
(3) |
|
|
(384) |
|
|
(10) |
|
|
Less: net realized losses (gains) on available-for-sale securities
reclassified in net income |
|
3 |
|
|
(1) |
|
|
18 |
|
|
(2) |
|
|
Net decrease from available-for-sale debt securities |
|
(123) |
|
|
(4) |
|
|
(366) |
|
|
(12) |
|
|
Cash flow hedges: |
|
|
|
|
|
|
|
|
|
Unrealized gains on derivative instruments |
|
62 |
|
|
30 |
|
|
133 |
|
|
51 |
|
|
Less: net realized (gains) on derivative instruments reclassified
in net income |
|
(50) |
|
|
(11) |
|
|
(94) |
|
|
(11) |
|
|
Net increase from derivatives designated as hedging
instruments |
|
12 |
|
|
19 |
|
|
39 |
|
|
40 |
|
|
Total other comprehensive (loss) income |
|
(111) |
|
|
15 |
|
|
(327) |
|
|
28 |
|
|
Comprehensive income |
|
$ |
932 |
|
|
$ |
3,348 |
|
|
$ |
6,570 |
|
|
$ |
7,362 |
|
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
MODERNA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND
2021
(Unaudited, in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional Paid-In Capital |
|
Accumulated Other Comprehensive Loss |
|
Retained Earnings |
|
Total Stockholders’ Equity |
|
Shares |
|
Amount |
|
|
|
|
Balance at June 30, 2022 |
392 |
|
|
$ |
— |
|
|
$ |
2,413 |
|
|
$ |
(240) |
|
|
$ |
15,812 |
|
|
$ |
17,985 |
|
Vesting of restricted common stock units |
1 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Exercise of options to purchase common stock |
1 |
|
|
— |
|
|
11 |
|
|
— |
|
|
— |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
— |
|
|
— |
|
|
70 |
|
|
— |
|
|
— |
|
|
70 |
|
Other comprehensive loss, net of tax |
— |
|
|
— |
|
|
— |
|
|
(111) |
|
|
— |
|
|
(111) |
|
Repurchase of common stock |
(7) |
|
|
— |
|
|
(1,006) |
|
|
— |
|
|
— |
|
|
(1,006) |
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,043 |
|
|
1,043 |
|
Balance at September 30, 2022 |
387 |
|
|
$ |
— |
|
|
$ |
1,488 |
|
|
$ |
(351) |
|
|
$ |
16,855 |
|
|
$ |
17,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional Paid-In Capital |
|
Accumulated Other Comprehensive Income |
|
Retained Earnings |
|
Total Stockholders’ Equity |
|
Shares |
|
Amount |
|
|
|
|
Balance at June 30, 2021 |
403 |
|
|
$ |
— |
|
|
$ |
4,931 |
|
|
$ |
16 |
|
|
$ |
1,757 |
|
|
$ |
6,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of options to purchase common stock |
2 |
|
|
— |
|
|
32 |
|
|
— |
|
|
— |
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
— |
|
|
— |
|
|
40 |
|
|
— |
|
|
— |
|
|
40 |
|
Other comprehensive income, net of tax |
— |
|
|
— |
|
|
— |
|
|
15 |
|
|
— |
|
|
15 |
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,333 |
|
|
3,333 |
|
Balance at September 30, 2021 |
405 |
|
|
$ |
— |
|
|
$ |
5,003 |
|
|
$ |
31 |
|
|
$ |
5,090 |
|
|
$ |
10,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional Paid-In Capital |
|
Accumulated Other Comprehensive Loss |
|
Retained Earnings |
|
Total Stockholders’ Equity |
|
Shares |
|
Amount |
|
|
|
|
Balance at December 31, 2021 |
403 |
|
|
$ |
— |
|
|
$ |
4,211 |
|
|
$ |
(24) |
|
|
$ |
9,958 |
|
|
$ |
14,145 |
|
Vesting of restricted common stock units |
1 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Exercise of options to purchase common stock |
3 |
|
|
— |
|
|
31 |
|
|
— |
|
|
— |
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of common stock under employee stock purchase
plan |
— |
|
|
— |
|
|
9 |
|
|
— |
|
|
— |
|
|
9 |
|
Stock-based compensation |
— |
|
|
— |
|
|
164 |
|
|
— |
|
|
— |
|
|
164 |
|
Other comprehensive loss, net of tax |
— |
|
|
— |
|
|
— |
|
|
(327) |
|
|
— |
|
|
(327) |
|
Repurchase of common stock |
(20) |
|
|
— |
|
|
(2,927) |
|
|
— |
|
|
— |
|
|
(2,927) |
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6,897 |
|
|
6,897 |
|
Balance at September 30, 2022 |
387 |
|
|
$ |
— |
|
|
$ |
1,488 |
|
|
$ |
(351) |
|
|
$ |
16,855 |
|
|
$ |
17,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional Paid-In Capital |
|
Accumulated Other Comprehensive Income |
|
Retained Earnings
(Accumulated Deficit) |
|
Total Stockholders’ Equity |
|
Shares |
|
Amount |
|
|
|
|
Balance at December 31, 2020 |
399 |
|
|
$ |
— |
|
|
$ |
4,802 |
|
|
$ |
3 |
|
|
$ |
(2,244) |
|
|
$ |
2,561 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of options to purchase common stock |
6 |
|
|
— |
|
|
91 |
|
|
— |
|
|
— |
|
|
91 |
|
Purchase of common stock under employee stock purchase
plan |
— |
|
|
— |
|
|
5 |
|
|
— |
|
|
— |
|
|
5 |
|
Stock-based compensation |
— |
|
|
— |
|
|
105 |
|
|
— |
|
|
— |
|
|
105 |
|
Other comprehensive income, net of tax |
— |
|
|
— |
|
|
— |
|
|
28 |
|
|
— |
|
|
28 |
|
Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
7,334 |
|
|
7,334 |
|
Balance at September 30, 2021 |
405 |
|
|
$ |
— |
|
|
$ |
5,003 |
|
|
$ |
31 |
|
|
$ |
5,090 |
|
|
$ |
10,124 |
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
MODERNA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
2022 |
|
2021 |
Operating activities
|
|
|
|
Net income |
$ |
6,897 |
|
|
$ |
7,334 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
Stock-based compensation
|
164 |
|
|
105 |
|
Depreciation and amortization
|
268 |
|
|
154 |
|
Amortization/accretion of investments
|
35 |
|
|
33 |
|
|
|
|
|
Deferred income taxes |
(473) |
|
|
(89) |
|
Other non-cash items |
36 |
|
|
— |
|
Changes in assets and liabilities:
|
|
|
|
Accounts receivable
|
480 |
|
|
(1,751) |
|
Prepaid expenses and other assets
|
(669) |
|
|
(186) |
|
Inventory |
(636) |
|
|
(918) |
|
Right-of-use assets, operating leases
|
29 |
|
|
(25) |
|
Accounts payable
|
89 |
|
|
26 |
|
Accrued liabilities
|
354 |
|
|
600 |
|
Deferred revenue
|
(2,691) |
|
|
4,431 |
|
Income taxes payable |
(810) |
|
|
565 |
|
Operating lease liabilities
|
(27) |
|
|
8 |
|
Other liabilities
|
273 |
|
|
23 |
|
Net cash provided by operating activities |
3,319 |
|
|
10,310 |
|
Investing activities
|
|
|
|
Purchases of marketable securities
|
(8,925) |
|
|
(10,279) |
|
Proceeds from maturities of marketable securities
|
2,222 |
|
|
1,075 |
|
Proceeds from sales of marketable securities
|
2,918 |
|
|
1,983 |
|
Purchases of property and equipment
|
(308) |
|
|
(164) |
|
Investment in convertible notes |
(35) |
|
|
— |
|
Net cash used in investing activities
|
(4,128) |
|
|
(7,385) |
|
Financing activities
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock through equity
plans |
40 |
|
|
96 |
|
|
|
|
|
Repurchase of common stock |
(2,927) |
|
|
— |
|
Changes in financing lease liabilities |
(123) |
|
|
(96) |
|
Net cash used in financing activities |
(3,010) |
|
|
— |
|
Net (decrease) increase in cash, cash equivalents and restricted
cash |
(3,819) |
|
|
2,925 |
|
Cash, cash equivalents and restricted cash, beginning of
year
|
6,860 |
|
|
2,636 |
|
Cash, cash equivalents and restricted cash, end of
period
|
$ |
3,041 |
|
|
$ |
5,561 |
|
Non-cash investing and financing activities
|
|
|
|
Purchases of property and equipment included in accounts payable
and accrued liabilities
|
$ |
80 |
|
|
$ |
66 |
|
Right-of-use assets obtained through finance lease modifications
and reassessments |
$ |
— |
|
|
$ |
364 |
|
Right-of-use assets obtained in exchange for financing lease
liabilities |
$ |
781 |
|
|
$ |
126 |
|
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
MODERNA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Description of the Business
Moderna, Inc. (collectively, with its consolidated subsidiaries,
any of Moderna, we, us, our, or the Company) is a biotechnology
company pioneering messenger RNA (mRNA) therapeutics and vaccines
to create a new generation of transformative medicines to improve
the lives of patients. Our platform builds on continuous advances
in basic and applied mRNA science, delivery technology, and
manufacturing, providing us the capability to pursue in parallel a
robust pipeline of new development candidates. We are
developing therapeutics and vaccines for infectious diseases,
immuno-oncology, rare diseases, autoimmune and cardiovascular
diseases, independently and with our strategic
collaborators.
On December 18, 2020, we received an Emergency Use Authorization
(EUA) from the U.S. Food and Drug Administration (FDA) for the
emergency use of the Moderna COVID-19 Vaccine (also referred to as
mRNA-1273 and marketed under the brand name
Spikevax®)
as a two-dose, 100 µg primary series in individuals 18 years of age
or older. In January 2022, we received full commercial approval for
Spikevax as a two-dose, 100 µg primary series to prevent COVID-19
in individuals 18 years of age and older in the United States.
Spikevax is approved or authorized in individuals 18 years and
older in more than 70 countries. In addition, Spikevax is
authorized by the FDA and global regulators in more than 50
countries as a two-dose, 100 µg primary series in adolescents aged
12 to 17 years old and as a two-dose, 50 µg primary series in
children ages 6 to 11 years old. Additionally, a two-dose, 25 µg
primary series of Spikevax is authorized in young children aged 6
months to 5 years old in the United States, Canada, Australia, and
other jurisdictions.
The FDA, European Medicines Agency (EMA), Swissmedic and other
health agencies around the world have authorized a booster dose of
Spikevax at the 50 µg dose level for adults ages 18 years and
older. The FDA and other health agencies have also authorized a
second booster dose at the 50 µg dose level for adults 50 years and
older and adults 18 years of age and older with certain kinds of
immunocompromise.
On August 15, 2022, we received the first authorization for our
BA.1 Omicron-targeting bivalent COVID-19 booster vaccine (Spikevax
Bivalent Original/Omicron, mRNA-1273.214) from the Medicines and
Healthcare products Regulatory Agency (MHRA) in the United Kingdom,
given as a 50 µg booster dose for individuals 18 years of age and
older who have received either a primary series or an initial
booster of any of the authorized or approved COVID-19 vaccines. The
EMA in the European Union provided a similar authorization for
mRNA-1273.214 as a booster vaccine for individuals 12 years and
older on September 2, 2022. During the third quarter of 2022, we
received authorizations for mRNA-1273.214 as a booster vaccine in
the United Kingdom, the European Union, Japan, Australia, Canada,
and Switzerland.
On August 31, 2022, we received an EUA from the FDA for our
BA.4/BA.5 Omicron-targeting bivalent COVID-19 booster vaccine
(mRNA-1273.222), given as a 50 µg booster dose for individuals 18
years of age and older who have received either a primary series or
an initial booster of any of the authorized or approved COVID-19
vaccines. On October 12, 2022, we received an EUA from the FDA for
mRNA-1273.222 as a 50 µg booster dose for adolescents 12 to 17
years old and as a 25 µg booster dose for children 6 to 11 years
old, each following a completed primary series of any authorized
COVID-19 vaccine or a previous booster. The EMA in the European
Union, the MHRA in the United Kingdom and other countries worldwide
have provided similar authorizations for
mRNA-1273.222.
2. Summary of Basis of Presentation and Recent Accounting
Standards
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial
statements that accompany these notes have been prepared in
accordance with U.S. generally accepted accounting principles
(GAAP) and applicable rules and regulations of the Securities and
Exchange Commission (SEC) for interim financial reporting,
consistent in all material respects with those applied in our
Annual Report on Form 10-K for the year ended December 31, 2021
(2021 Form 10-K). Any reference in these notes to applicable
guidance is meant to refer to the authoritative accounting
principles generally accepted in the United States as found in the
Accounting Standard Codification (ASC) and Accounting Standards
Update (ASU) of the Financial Accounting Standards Board (FASB).
This report should be read in conjunction with the audited
consolidated financial statements in our 2021 Form
10-K.
The condensed consolidated financial statements include Moderna,
Inc. and its subsidiaries. All intercompany transactions and
balances have been eliminated in consolidation. The significant
accounting policies used in preparation of these condensed
consolidated financial statements for the three and nine months
ended September 30, 2022 are consistent with those described in our
2021 Form 10-K. The results of operations for the three and nine
months ended September 30, 2022 are not necessarily indicative of
the operating results to be expected for the full fiscal year or
future operating periods.
Use of Estimates
We have made estimates and judgments affecting the amounts reported
in our condensed consolidated financial statements and the
accompanying notes. We base our estimates on historical experience
and various relevant assumptions that we believe to be reasonable
under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
periods that are not readily apparent from other sources.
Significant estimates relied upon in preparing these financial
statements include, but are not limited to, critical accounting
policies or estimates related to revenue recognition, income taxes,
valuation allowance on deferred tax assets, leases, fair value of
financial instruments, derivative financial instruments, inventory,
firm purchase commitment liabilities, useful lives of property and
equipment, research and development expenses, and stock-based
compensation. The actual results that we experience may differ
materially from our estimates.
Comprehensive Income
Comprehensive income includes net income and other comprehensive
income/loss for the period. Other comprehensive income/loss
consists of unrealized gains/losses on our investments and
derivatives designated as hedging instruments. Total comprehensive
income for all periods presented has been disclosed in the
condensed consolidated statements of comprehensive
income.
The components of accumulated other comprehensive loss for the
three and nine months ended September 30, 2022 were as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized Loss on Available-for-Sale Debt Securities |
|
Net Unrealized Gains on Derivatives Designated As Hedging
Instruments |
|
Total |
Accumulated other comprehensive loss, balance at December 31,
2021 |
$ |
(40) |
|
|
$ |
16 |
|
|
$ |
(24) |
|
Other comprehensive loss |
(171) |
|
|
11 |
|
|
(160) |
|
Accumulated other comprehensive loss, balance at March 31,
2022 |
(211) |
|
|
27 |
|
|
(184) |
|
Other comprehensive loss |
(72) |
|
|
16 |
|
|
(56) |
|
Accumulated other comprehensive loss, balance at June 30,
2022 |
(283) |
|
|
43 |
|
|
(240) |
|
Other comprehensive loss |
(123) |
|
|
12 |
|
|
(111) |
|
Accumulated other comprehensive loss, balance at September 30,
2022 |
$ |
(406) |
|
|
$ |
55 |
|
|
$ |
(351) |
|
|
|
|
|
|
|
Restricted Cash
We include our restricted cash balance in the cash, cash
equivalents and restricted cash reconciliation of operating,
investing and financing activities in the condensed consolidated
statements of cash flows.
The following table provides a reconciliation of cash, cash
equivalents and restricted cash in the condensed consolidated
balance sheets that sum to the total of the same such amounts shown
in the condensed consolidated statements of cash flows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
2022 |
|
2021 |
Cash and cash equivalents |
|
$ |
3,027 |
|
|
$ |
5,550 |
|
|
|
|
|
|
Restricted cash, non-current |
|
14 |
|
|
11 |
|
Total cash, cash equivalents and restricted cash shown in the
condensed consolidated
statements of cash flows |
|
$ |
3,041 |
|
|
$ |
5,561 |
|
Recently Issued Accounting Standards Not Yet Adopted
From time to time, new accounting pronouncements are issued by the
FASB or other standard setting bodies and adopted by us as of the
specified effective date. Unless otherwise discussed, we believe
that the impact of recently issued standards that are not yet
effective will not have a material impact on our condensed
consolidated financial statements and disclosures.
3. Product Sales
Product sales are primarily associated with our COVID-19 vaccine
supply agreements with the U.S. Government, other international
governments and Gavi (on behalf of the COVAX
Facility).
Product sales by customer geographic location were as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
United States |
|
$ |
985 |
|
|
$ |
1,197 |
|
|
$ |
3,380 |
|
|
$ |
4,648 |
|
Europe |
|
1,045 |
|
|
1,688 |
|
|
4,511 |
|
|
3,028 |
|
Rest of world
(1)
|
|
1,090 |
|
|
1,925 |
|
|
5,685 |
|
|
3,064 |
|
Total |
|
$ |
3,120 |
|
|
$ |
4,810 |
|
|
$ |
13,576 |
|
|
$ |
10,740 |
|
_______
(1)
Includes product sales recognized under the agreement with Gavi,
which facilitates the allocation and distribution of our COVID-19
vaccines around the world, particularly for low- and middle-income
countries.
As of September 30, 2022, our COVID-19 vaccine (marketed under the
brand name Spikevax) and Omicron-targeting bivalent boosters
(mRNA-1273.214 and mRNA-1273.222) were our only commercial products
authorized for use.
As of September 30, 2022 and December 31, 2021, we had deferred
revenue of $4.1 billion and $6.7 billion, respectively, related to
customer deposits. We expect $3.9 billion of our deferred
revenue related to customer deposits as of September 30, 2022 to be
realized in less than one year. Timing of product manufacturing,
delivery, and receipt of marketing approval will determine the
period in which product sales are recognized.
4. Grant Revenue
In September 2020, we entered into an agreement with the Defense
Advanced Research Projects Agency (DARPA) for an award of up to
$56 million to fund development of a mobile manufacturing
prototype leveraging our existing manufacturing technology that is
capable of rapidly producing therapeutics and vaccines. As of
September 30, 2022, the committed funding, net of revenue earned
was $5 million. An additional $30 million of funding will
be available if DARPA exercises additional contract
options.
In April 2020, we entered into an agreement with the Biomedical
Advanced Research and Development Authority (BARDA), a division of
the Office of the Assistant Secretary for Preparedness and Response
within the U.S. Department of Health and Human Services (HHS), for
an award of up to $483 million to accelerate development of
mRNA-1273, our vaccine candidate against COVID-19. The agreement
was amended in both 2020 and 2021 to provide for additional
commitments to support various late-stage clinical development
efforts of mRNA-1273, including a 30,000 participant Phase 3 study,
pediatric clinical trials and pharmacovigilance studies. In March
2022, we entered into a further amendment to the BARDA agreement,
increasing the amount of potential reimbursements by
$308 million, in connection with costs associated with the
clinical development for the adolescent and pediatric studies and
the Phase 3 pivotal study. The maximum award from BARDA, inclusive
of the 2020, 2021 and 2022 amendments, was approximately
$1.7 billion.
All contract options have been exercised. As of September 30, 2022,
the remaining available funding, net of revenue earned was
$67 million.
In September 2016, we received from BARDA an award of up to
$126 million, subsequently adjusted to $117 million in
2021, to help fund our Zika vaccine program. In September 2022, the
performance period of the grant expired, and BARDA was released of
the obligation to fund the remaining $36 million of the
award.
In January 2016, we entered a global health project framework
agreement with the Bill and Melinda Gates Foundation (Gates
Foundation) to advance mRNA-based development projects for various
infectious diseases, including human immunodeficiency virus (HIV).
As of September 30, 2022, the available funding, net of revenue
earned was $7 million, with up to an additional
$80 million available if additional follow-on projects are
approved.
The following table summarizes grant revenue for the periods
presented (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
BARDA |
$ |
141 |
|
|
$ |
128 |
|
|
$ |
442 |
|
|
$ |
454 |
|
Other grant revenue |
3 |
|
|
12 |
|
|
11 |
|
|
19 |
|
Total grant revenue |
$ |
144 |
|
|
$ |
140 |
|
|
$ |
453 |
|
|
$ |
473 |
|
5. Collaboration Agreements
We have entered into collaboration agreements with strategic
collaborators to accelerate the discovery and advancement of
potential mRNA medicines across therapeutic areas. As of September
30, 2022 and December 31, 2021, we had collaboration agreements
with AstraZeneca plc (AstraZeneca), Merck & Co., Inc (Merck),
Vertex Pharmaceuticals Incorporated and Vertex Pharmaceuticals
(Europe) Limited (together, Vertex), and others. Please refer to
our 2021 Form 10-K under the heading “Third-Party Strategic
Alliances” and Note 5 to our consolidated financial statements for
further description of these collaboration agreements.
The following table summarizes our total consolidated revenue from
our strategic collaborators for the periods presented (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
Collaboration Revenue by Strategic Collaborator: |
2022 |
|
2021 |
|
2022 |
|
2021 |
AstraZeneca |
$ |
76 |
|
|
$ |
3 |
|
|
$ |
80 |
|
|
$ |
7 |
|
Merck |
20 |
|
|
7 |
|
|
35 |
|
|
11 |
|
Vertex |
4 |
|
|
5 |
|
|
33 |
|
|
23 |
|
Other |
— |
|
|
4 |
|
|
2 |
|
|
6 |
|
Total collaboration revenue |
$ |
100 |
|
|
$ |
19 |
|
|
$ |
150 |
|
|
$ |
47 |
|
The following table presents changes in the balances of our
receivables and contract liabilities related to our strategic
collaboration agreements during the nine months ended September 30,
2022 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
Additions |
|
Deductions |
|
September 30, 2022 |
Contract Assets: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
$ |
9 |
|
|
$ |
287 |
|
|
$ |
(18) |
|
|
$ |
278 |
|
Contract Liabilities: |
|
|
|
|
|
|
|
|
Deferred revenue |
|
$ |
204 |
|
|
$ |
8 |
|
|
$ |
(135) |
|
|
$ |
77 |
|
As of September 30, 2022, the aggregated amount of the transaction
price allocated to performance obligations under our collaboration
agreements that are unsatisfied or partially unsatisfied was
$99 million.
In the third quarter of 2022, AstraZeneca terminated our
collaborations with them, including the development of VEGF-A and
IL-12 programs, for which termination will become effective on
November 21, 2022. All rights to these two programs will revert to
us. As a result of the termination, we recognized the remaining
deferred revenue of $76 million as collaboration revenue
during the three months ended September 30, 2022.
In September 2022, Merck exercised its option to jointly develop
and commercialize PCV mRNA-4157 pursuant to the terms of the PCV
Collaboration and License Agreement, as amended and restated (the
PCV/SAV Agreement). We concluded that the contractual provisions in
the existing arrangement are not sufficiently definitive to
identify the rights and obligations of the parties during the Merck
Participation Term (as defined in the PCV/SAV Agreement). As such,
we recorded a receivable of $250 million and other current
liabilities of $250 million on our condensed consolidated
financial statements related to Merck's participation election as
of September 30, 2022. After receipt of the participation election
payment, we and Merck will agree on a joint development plan and
budget, and we will reassess the accounting treatment for the
participation election payment and the collaboration arrangement at
such time.
In addition to the collaboration agreements mentioned above, we
have other collaborative and licensing arrangements that we do not
consider to be individually significant to our business at this
time. Pursuant to these agreements, we may be required to make
upfront payments and payments upon achievement of various
development, regulatory and commercial milestones, which in the
aggregate could be significant. Future milestone payments, if any,
will be reflected in our consolidated financial statements when the
corresponding events become probable. In addition, we may be
required to pay significant royalties on future sales if products
related to these arrangements are commercialized.
6. Financial Instruments
Cash and Cash Equivalents and Investments
The following tables summarize our cash and available-for-sale
securities by significant investment category at September 30, 2022
and December 31, 2021 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
|
Amortized
Cost |
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Estimated Fair Value |
|
Cash and
Cash
Equivalents |
|
Current
Marketable
Securities |
|
Non-
Current
Marketable
Securities |
Cash and cash equivalents |
|
$ |
3,027 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,027 |
|
|
$ |
3,027 |
|
|
$ |
— |
|
|
$ |
— |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposit |
|
208 |
|
|
— |
|
|
— |
|
|
208 |
|
|
— |
|
|
208 |
|
|
— |
|
U.S. treasury bills |
|
220 |
|
|
— |
|
|
(2) |
|
|
218 |
|
|
— |
|
|
218 |
|
|
— |
|
U.S. treasury notes |
|
7,826 |
|
|
— |
|
|
(268) |
|
|
7,558 |
|
|
— |
|
|
3,765 |
|
|
3,793 |
|
Corporate debt securities |
|
6,124 |
|
|
— |
|
|
(270) |
|
|
5,854 |
|
|
— |
|
|
1,130 |
|
|
4,724 |
|
Government debt securities |
|
147 |
|
|
— |
|
|
(9) |
|
|
138 |
|
|
— |
|
|
— |
|
|
138 |
|
Total |
|
$ |
17,552 |
|
|
$ |
— |
|
|
$ |
(549) |
|
|
$ |
17,003 |
|
|
$ |
3,027 |
|
|
$ |
5,321 |
|
|
$ |
8,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
Amortized
Cost |
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Estimated Fair Value |
|
Cash and
Cash
Equivalents |
|
Current
Marketable
Securities |
|
Non-
Current
Marketable
Securities |
Cash and cash equivalents |
|
$ |
6,848 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
6,848 |
|
|
$ |
6,848 |
|
|
$ |
— |
|
|
$ |
— |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposit |
|
80 |
|
|
— |
|
|
— |
|
|
80 |
|
|
— |
|
|
80 |
|
|
— |
|
U.S. treasury bills |
|
479 |
|
|
— |
|
|
— |
|
|
479 |
|
|
— |
|
|
479 |
|
|
— |
|
U.S. treasury notes |
|
6,595 |
|
|
— |
|
|
(31) |
|
|
6,564 |
|
|
— |
|
|
1,984 |
|
|
4,580 |
|
Corporate debt securities |
|
3,508 |
|
|
— |
|
|
(20) |
|
|
3,488 |
|
|
— |
|
|
1,323 |
|
|
2,165 |
|
Government debt securities |
|
112 |
|
|
— |
|
|
(1) |
|
|
111 |
|
|
— |
|
|
13 |
|
|
98 |
|
Total |
|
$ |
17,622 |
|
|
$ |
— |
|
|
$ |
(52) |
|
|
$ |
17,570 |
|
|
$ |
6,848 |
|
|
$ |
3,879 |
|
|
$ |
6,843 |
|
The amortized cost and estimated fair value of available-for-sale
securities by contractual maturity at September 30, 2022 and
December 31, 2021 were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
|
Amortized
Cost |
|
Estimated
Fair Value |
Due in one year or less |
|
$ |
5,417 |
|
|
$ |
5,321 |
|
Due after one year through five years |
|
9,108 |
|
|
8,655 |
|
Total |
|
$ |
14,525 |
|
|
$ |
13,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
Amortized
Cost |
|
Estimated
Fair Value |
Due in one year or less |
|
$ |
3,882 |
|
|
$ |
3,879 |
|
Due after one year through five years |
|
6,892 |
|
|
6,843 |
|
Total |
|
$ |
10,774 |
|
|
$ |
10,722 |
|
In accordance with our investment policy, we place investments in
investment grade securities with high credit quality issuers, and
generally limit the amount of credit exposure to any one issuer. We
evaluate securities for impairment at the end of each reporting
period. Impairment is evaluated considering numerous factors, and
their relative significance varies depending on the
situation.
Factors considered include whether a decline in fair value below
the amortized cost basis is due to credit-related factors or
non-credit-related factors, the financial condition and near-term
prospects of the issuer, and our intent and ability to hold the
investment to allow for an anticipated recovery in fair value. Any
impairment that is not credit related is recognized in other
comprehensive loss, net of applicable taxes. A credit-related
impairment is recognized as an allowance on the balance sheet with
a corresponding adjustment to earnings. We did not recognize any
impairment charges related to available-for-sale securities for the
three and nine months ended September 30, 2022 and 2021. We did not
record any credit-related allowance to available-for-sale
securities as of September 30, 2022 and December 31,
2021.
The following table summarizes the amount of gross unrealized
losses and the estimated fair value for our available-for-sale
securities in an unrealized loss position by the length of time the
securities have been in an unrealized loss position at September
30, 2022 and December 31, 2021 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months |
|
12 Months or More |
|
Total |
|
|
Gross Unrealized Losses |
|
Estimated Fair Value |
|
Gross Unrealized Losses |
|
Estimated Fair Value |
|
Gross Unrealized Losses |
|
Estimated Fair Value |
As of September 30, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury bills |
|
$ |
(1) |
|
|
$ |
218 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(1) |
|
|
$ |
218 |
|
U.S. treasury notes |
|
(166) |
|
|
5,204 |
|
|
(102) |
|
|
2,353 |
|
|
(268) |
|
|
7,557 |
|
Corporate debt securities |
|
(204) |
|
|
4,404 |
|
|
(67) |
|
|
1,200 |
|
|
(271) |
|
|
5,604 |
|
Government debt securities |
|
(2) |
|
|
46 |
|
|
(7) |
|
|
93 |
|
|
(9) |
|
|
139 |
|
Total |
|
$ |
(373) |
|
|
$ |
9,872 |
|
|
$ |
(176) |
|
|
$ |
3,646 |
|
|
$ |
(549) |
|
|
$ |
13,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury bills |
|
$ |
— |
|
|
$ |
329 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
329 |
|
U.S. treasury notes |
|
(31) |
|
|
6,332 |
|
|
— |
|
|
— |
|
|
(31) |
|
|
6,332 |
|
Corporate debt securities |
|
(20) |
|
|
2,573 |
|
|
— |
|
|
1 |
|
|
(20) |
|
|
2,574 |
|
Government debt securities |
|
(1) |
|
|
112 |
|
|
— |
|
|
— |
|
|
(1) |
|
|
112 |
|
Total |
|
$ |
(52) |
|
|
$ |
9,346 |
|
|
$ |
— |
|
|
$ |
1 |
|
|
$ |
(52) |
|
|
$ |
9,347 |
|
At September 30, 2022 and December 31, 2021, we held 620 and 384
available-for-sale securities, respectively, out of our total
investment portfolio that were in a continuous unrealized loss
position. We neither intend to sell these investments, nor do we
believe that we are more-likely-than-not to conclude we will have
to sell them before recovery of their carrying values. We also
believe that we will be able to collect both principal and interest
amounts due to us at maturity.
Assets and Liabilities Measured at Fair Value on a Recurring
Basis
The following fair value hierarchy is used to classify assets and
liabilities based on the observable inputs and unobservable inputs
used to value the assets and liabilities:
•Level
1: Unadjusted quoted prices in active markets that are accessible
at the measurement date for identical, unrestricted assets or
liabilities;
•Level
2: Quoted prices for similar assets and liabilities in active
markets, quoted prices in markets that are not active, or inputs
which are observable, either directly or indirectly, for
substantially the full term of the asset or liability;
or
•Level
3: Prices or valuation techniques that require inputs that are both
significant to the fair value measurement and unobservable (i.e.,
supported by little or no market activity).
The following tables summarize our financial assets and liabilities
measured at fair value on a recurring basis as of September 30,
2022 and December 31, 2021 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value at September 30, 2022 |
|
Fair Value Measurement Using |
|
|
|
Level 1 |
|
Level 2 |
Assets: |
|
|
|
|
|
|
Money market funds |
|
$ |
1,937 |
|
|
$ |
1,937 |
|
|
$ |
— |
|
Certificates of deposit |
|
208 |
|
|
— |
|
|
208 |
|
U.S. treasury bills |
|
218 |
|
|
— |
|
|
218 |
|
U.S. treasury notes |
|
7,558 |
|
|
— |
|
|
7,558 |
|
Corporate debt securities |
|
5,854 |
|
|
— |
|
|
5,854 |
|
Government debt securities |
|
138 |
|
|
— |
|
|
138 |
|
Derivative instruments (Note
7)
|
|
77 |
|
|
— |
|
|
77 |
|
Total |
|
$ |
15,990 |
|
|
$ |
1,937 |
|
|
$ |
14,053 |
|
Liabilities: |
|
|
|
|
|
|
Derivative instruments (Note
7)
|
|
$ |
6 |
|
|
$ |
— |
|
|
$ |
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value at December 31, 2021 |
|
Fair Value Measurement Using |
|
|
|
Level 1 |
|
Level 2 |
Assets: |
|
|
|
|
|
|
Money market funds |
|
$ |
2,329 |
|
|
$ |
2,329 |
|
|
$ |
— |
|
Certificates of deposit |
|
80 |
|
|
— |
|
|
80 |
|
U.S. treasury bills |
|
479 |
|
|
— |
|
|
479 |
|
U.S. treasury notes |
|
6,564 |
|
|
— |
|
|
6,564 |
|
Corporate debt securities |
|
3,488 |
|
|
— |
|
|
3,488 |
|
Government debt securities |
|
111 |
|
|
— |
|
|
111 |
|
Derivative instruments (Note
7)
|
|
21 |
|
|
— |
|
|
21 |
|
Total |
|
$ |
13,072 |
|
|
$ |
2,329 |
|
|
$ |
10,743 |
|
Liabilities: |
|
|
|
|
|
|
Derivative instruments (Note
7)
|
|
$ |
7 |
|
|
$ |
— |
|
|
$ |
7 |
|
As of September 30, 2022 and December 31, 2021, we did not have
non-financial assets or liabilities measured at fair value on a
recurring basis and did not have any Level 3 financial assets or
financial liabilities.
In addition, as of September 30, 2022, we had $30 million in
equity investments without readily determinable fair values, which
are recorded within other non-current assets in our condensed
consolidated balance sheets and excluded from the fair value
measurement tables above. We did not have equity investments as of
December 31, 2021.
7. Derivative Financial Instruments
We transact business in various foreign currencies and have
international sales and expenses denominated in foreign currencies.
Therefore, we are exposed to certain risks arising from both our
business operations and economic conditions. Our risk management
strategy includes the use of derivative financial instruments to
hedge: (1) forecasted product sales that are denominated in foreign
currencies and (2) foreign currency exchange rate fluctuations on
monetary assets or liabilities denominated in foreign currencies.
We do not enter into derivative financial contracts for speculative
or trading purposes. We do not believe that we are exposed to more
than a nominal amount of credit risk in our foreign currency
hedges, as counterparties are large, global and well-capitalized
financial institutions. We classify cash flows from our derivative
transactions as cash flows from operating activities in our
condensed consolidated statements of cash flows.
Cash Flow Hedges
We mitigate the foreign exchange risk arising from the fluctuations
in foreign currency denominated product sales in Euro through a
foreign currency cash flow hedging program, using forward contracts
and foreign currency options that do not exceed 15 months in
duration. We hedge these cash flow exposures to reduce the risk
that our earnings and cash flows will be adversely affected by
changes in exchange rates. To receive hedge accounting treatment,
all hedging relationships are formally documented at the inception
of the hedge, and the hedges must be highly effective in offsetting
changes to future cash flows on hedged transactions. The derivative
assets or liabilities associated with our hedging activities are
recorded at fair value in other current assets or other current
liabilities, respectively, in our
condensed consolidated balance sheets.
The gains or losses resulting from changes in the fair value of
these hedges are initially recorded as a component of accumulated
other comprehensive income (loss) (AOCI) in stockholders’ equity
and
subsequently reclassified to product sales in the period during
which the hedged transaction affects earnings.
In the event the underlying forecasted transaction does not occur,
or it becomes probable that it will not occur, within the defined
hedge period, we reclassify the gains or losses on the related cash
flow hedge from AOCI to other expense, net
in our condensed consolidated statements of
income.
We evaluate hedge effectiveness at the inception of the hedge
prospectively, and on an on-going basis both retrospectively and
prospectively. If we do not elect hedge accounting, or the contract
does not qualify for hedge accounting treatment, the changes in
fair value from period to period are recorded
as a component of other expense, net in our condensed consolidated
statements of income.
As of September 30, 2022, we had net deferred gains of
$70 million on our foreign currency forward contracts included
in AOCI that are expected to be recognized into product sales
within the next 12 months.
Balance Sheet Hedges
We enter into foreign currency forward contracts to hedge
fluctuations associated with foreign currency denominated monetary
assets and liabilities, primarily accounts receivable, accounts
payable and lease liabilities in Euro, Japanese Yen and Swiss
Franc, that are not designated for hedge accounting treatment.
Therefore, these forward contracts are accounted for as derivatives
whereby the fair value of the contracts are reported as other
current assets or other current liabilities in our condensed
consolidated balance sheets, and gains and losses resulting from
changes in the fair value are recorded as a component of other
expense, net in our condensed consolidated statements of income.
The gains and losses on these foreign currency forward contracts
generally offset the gains and losses in the underlying foreign
currency denominated assets and liabilities, which are also
recorded to other expense, net in our condensed consolidated
statements of income.
Total gross notional amount and fair value of our foreign currency
derivatives were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
|
Notional Amount |
|
Fair Value |
|
|
|
Asset
(1)
|
|
Liability
(2)
|
Derivatives designated as cash flow hedging
instruments: |
|
|
|
|
|
|
Foreign currency forward contracts |
|
$ |
789 |
|
|
$ |
68 |
|
|
$ |
1 |
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments: |
|
|
|
|
|
|
Foreign currency forward contracts |
|
833 |
|
|
9 |
|
|
5 |
|
Total derivatives |
|
$ |
1,622 |
|
|
$ |
77 |
|
|
$ |
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
Notional Amount |
|
Fair Value |
|
|
|
Asset
(1)
|
|
Liability
(2)
|
Derivatives designated as cash flow hedging
instruments: |
|
|
|
|
|
|
Foreign currency forward contracts |
|
$ |
565 |
|
|
$ |
20 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments: |
|
|
|
|
|
|
Foreign currency forward contracts |
|
1,370 |
|
|
1 |
|
|
7 |
|
Total derivatives |
|
$ |
1,935 |
|
|
$ |
21 |
|
|
$ |
7 |
|
_________
(1)
As presented in the condensed consolidated balance sheets within
prepaid expenses and other current assets.
(2)
As presented in the condensed consolidated balance sheets within
other current liabilities.
Gains on our foreign currency derivatives, net of tax recognized in
our condensed consolidated statements of comprehensive income for
the three and nine months ended September 30, 2022 and 2021 were as
follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Derivatives in cash flow hedging relationships: |
|
|
|
|
|
|
|
|
Foreign currency forward contracts |
|
$ |
62 |
|
|
$ |
30 |
|
|
$ |
133 |
|
|
$ |
51 |
|
The effect of our foreign currency derivatives in our condensed
consolidated statements of income for the three and nine months
ended September 30, 2022 and 2021 was as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
Statement of Income Classification |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Derivatives in cash flow hedging relationships: |
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts |
|
|
|
|
|
|
|
|
|
|
Net gain reclassified from AOCI into income |
|
Product sales |
|
$ |
50 |
|
|
$ |
11 |
|
|
$ |
94 |
|
|
$ |
11 |
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts |
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain (loss) |
|
Other expense, net |
|
$ |
26 |
|
|
$ |
3 |
|
|
$ |
95 |
|
|
$ |
(16) |
|
8. Inventory
Inventory as of September 30, 2022 and December 31, 2021 consisted
of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
|
|
|
2022 |
|
2021 |
|
|
Raw materials |
|
$ |
1,541 |
|
|
$ |
870 |
|
|
|
Work in progress |
|
366 |
|
|
338 |
|
|
|
Finished goods |
|
170 |
|
|
233 |
|
|
|
Total inventory |
|
$ |
2,077 |
|
|
$ |
1,441 |
|
|
|
Inventory is recorded at the lower of cost or net realizable value.
On a quarterly basis, we evaluate the composition of inventory to
identify excess, obsolete, slow-moving or otherwise unsaleable
items. We also assess whether we have any excess firm,
non-cancelable, purchase commitment liabilities, resulting from our
supply agreements with third-party vendors on a quarterly basis.
The determination of net realizable value of inventory and firm
purchase commitment liabilities requires judgment, including
consideration of many factors, such as estimates of future product
demand, current and future market conditions, potential product
obsolescence, expiration and utilization of raw materials under
firm purchase commitments and contractual minimums, among
others.
Inventory write-downs as a result of excess, obsolescence, scrap or
other reasons, and losses on firm purchase commitments are recorded
as a component of cost of sales in our condensed consolidated
statements of income. For the three and nine months ended September
30, 2022, inventory write-downs were $333 million and
$1.0 billion, respectively. Inventory write-downs were
immaterial for the three and nine months ended September 30, 2021.
For the three and nine months ended September 30, 2022, losses on
firm purchase commitments were $7 million and
$349 million, respectively. As of September 30, 2022, the
accrued liability for losses on firm future purchase commitments in
our condensed consolidated balance sheets was $349 million.
There were no such charges in 2021 or accrued liabilities at
December 31, 2021.
Pre-launch Inventory
Costs relating to raw materials and production of inventory in
preparation for product launch prior to regulatory approval are
capitalized when future commercialization is considered probable,
the future economic benefit is expected to be realized, and we
believe that material uncertainties related to the ultimate
regulatory approval have been significantly reduced. For pre-launch
inventory that is capitalized, we consider a number of factors
based on the information available at the time, including the
product candidate’s current status in the drug development and
regulatory approval process, results from the related clinical
trials, results from meetings with relevant regulatory agencies
prior to the filing of regulatory applications, potential
impediments to the approval process such as product safety or
efficacy, historical experience, viability of commercialization and
market trends.
During the second quarter of 2022, we capitalized pre-launch
inventory relating to our BA.1 Omicron-targeting booster candidate
(mRNA-1273.214). As of June 30, 2022, we had pre-launch inventory
of $155 million in our condensed consolidated balance sheets.
Subsequent to June 30, 2022, we received authorization for the use
of mRNA-1273.214 in several countries and commenced supply of this
vaccine to customers.
9. Property and Equipment, Net
Property and equipment, net, as of September 30, 2022 and December
31, 2021 consisted of the following
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
|
2022 |
|
2021 |
Manufacturing and laboratory equipment |
|
$ |
239 |
|
|
$ |
175 |
|
Leasehold improvements
|
|
388 |
|
|
313 |
|
Furniture, fixtures and other |
|
18 |
|
|
11 |
|
Computer equipment and software
|
|
23 |
|
|
16 |
|
Internally developed software
|
|
8 |
|
|
9 |
|
Right-of-use asset, financing (Note
11)
|
|
1,585 |
|
|
857 |
|
Construction in progress
|
|
338 |
|
|
212 |
|
Total |
|
2,599 |
|
|
1,593 |
|
Less: Accumulated depreciation
|
|
(580) |
|
|
(352) |
|
Property and equipment, net
|
|
$ |
2,019 |
|
|
$ |
1,241 |
|
|
|
|
|
|
Depreciation and amortization expense for the three and nine months
ended September 30, 2022 was $113 million and $268 million,
respectively. Depreciation and amortization expense for the three
and nine months ended September 30, 2021 was $70 million and $154
million, respectively.
10. Other Balance Sheet Components
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets, as of September 30, 2022
and December 31, 2021 consisted of the following
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
|
2022 |
|
2021 |
Down payments for materials and supplies |
|
$ |
180 |
|
|
$ |
287 |
|
Down payments to manufacturing vendors |
|
169 |
|
|
118 |
|
Prepaid services |
|
277 |
|
|
126 |
|
Value added tax receivable |
|
21 |
|
|
70 |
|
Tenant improvement allowance receivable |
|
51 |
|
|
51 |
|
Interest receivable |
|
54 |
|
|
27 |
|
Derivative assets |
|
77 |
|
|
21 |
|
Prepaid income tax |
|
263 |
|
|
23 |
|
Other current assets |
|
85 |
|
|
5 |
|
Prepaid expenses and other current assets
|
|
$ |
1,177 |
|
|
$ |
728 |
|
Accrued Liabilities
Accrued liabilities, as of September 30, 2022 and December 31, 2021
consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
|
2022 |
|
2021 |
Clinical trials |
|
$ |
269 |
|
|
$ |
283 |
|
Raw materials |
|
246 |
|
|
260 |
|
Royalties |
|
106 |
|
|
241 |
|
Development operations |
|
96 |
|
|
137 |
|
Manufacturing |
|
411 |
|
|
227 |
|
Other external goods and services |
|
108 |
|
|
79 |
|
Loss on future firm purchase commitments(1)
|
|
349 |
|
|
— |
|
Compensation-related |
|
141 |
|
|
126 |
|
Other |
|
130 |
|
|
119 |
|
|
|
|
|
|
|
|
|
|
|
Accrued liabilities
|
|
$ |
1,856 |
|
|
$ |
1,472 |
|
______
(1)
Related to losses that are expected to arise from firm,
non-cancellable, commitments for future raw material purchases
(Note
8).
Other Current Liabilities
Other current liabilities, as of September 30, 2022 and December
31, 2021 consisted of the following
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
|
2022 |
|
2021 |
Lease liabilities - financing (Note
11)
|
|
$ |
224 |
|
|
$ |
165 |
|
Lease liabilities - operating (Note
11)
|
|
36 |
|
|
46 |
|
|
|
|
|
|
Other(1)
|
|
293 |
|
|
14 |
|
Other current liabilities |
|
$ |
553 |
|
|
$ |
225 |
|
______
(1)
Includes $250 million related to Merck’s participation
election as of September 30, 2022 (Note
5).
Deferred Revenue
The following table summarizes the activities in deferred revenue
for the
nine months ended
September 30, 2022 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
Additions |
|
Deductions |
|
September 30, 2022 |
Product sales |
|
$ |
6,658 |
|
|
$ |
2,467 |
|
|
$ |
(5,030) |
|
|
$ |
4,095 |
|
Grant revenue |
|
6 |
|
|
— |
|
|
(1) |
|
|
5 |
|
Collaboration revenue |
|
204 |
|
|
8 |
|
|
(135) |
|
|
77 |
|
Total deferred revenue |
|
$ |
6,868 |
|
|
$ |
2,475 |
|
|
$ |
(5,166) |
|
|
$ |
4,177 |
|
11. Leases
We have entered into various long-term non-cancelable lease
arrangements for our facilities and equipment expiring at various
times through 2042. Certain of these arrangements have free rent
periods or escalating rent payment provisions. We recognize lease
cost under such arrangements on a straight-line basis over the life
of the lease. We have two campuses in Massachusetts, our Cambridge
campus and our Moderna Technology Center (MTC), an industrial
technology center located in Norwood. We also lease other office
and lab spaces globally for our business operations.
Operating Leases
Cambridge Campus
We occupy a multi-building campus in Technology Square in
Cambridge, Massachusetts with a mix of offices and research
laboratory space totaling approximately 261,000 square feet.
Our Cambridge campus leases have expiry ranges from 2024 to
2029.
In addition, we are investing in a new Moderna Science Center (MSC)
in Cambridge, to create a purpose-built space to support our next
chapter of discovery (see
Note
12).
In connection with our MSC investment, in September 2021, we
entered into amendments to our lease agreements to allow for an
option for early termination of the leases, either in part or full.
Notification of the intent to exercise the option must be provided
by August 2023. We have not elected to exercise this
option.
Finance Leases
Moderna Technology Center
Our MTC comprises three main buildings: MTC South, MTC North and
MTC East. Each of MTC South and MTC North is approximately 200,000
square feet and provides office, laboratory and light manufacturing
space, directly supporting improvement in our manufacturing
capabilities. MTC East is approximately 240,000 square feet for
commercial and clinical activities. The MTC campus is leased
through 2042 and we have the option to extend the term for three
extension periods of five years.
Embedded Leases
We have entered into multiple contract manufacturing service
agreements with third parties which contain embedded leases within
the scope of ASC 842. These leases expire from 2022 through 2026.
As of September 30, 2022 and December 31, 2021, we had lease
liabilities of $513 million and $166 million,
respectively, related to the embedded leases. As of September 30,
2022 and December 31, 2021, we had right-of-use assets of
$695 million and $173 million, respectively, related to
the embedded leases.
Operating and financing lease right-of-use assets and lease
liabilities as of September 30, 2022 and December 31, 2021 were as
follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
|
2022 |
|
2021 |
Assets: |
|
|
|
|
Right-of-use assets, operating, net
(1) (2)
|
|
$ |
113 |
|
|
$ |
142 |
|
Right-of-use assets, financing, net
(3) (4)
|
|
1,209 |
|
|
665 |
|
Total |
|
$ |
1,322 |
|
|
$ |
807 |
|
|
|
|
|
|
Liabilities: |
|
|
|
|
Current: |
|
|
|
|
Operating lease liabilities
(5)
|
|
$ |
36 |
|
|
$ |
46 |
|
Financing lease liabilities
(5)
|
|
224 |
|
|
165 |
|
Total current lease liabilities |
|
260 |
|
|
211 |
|
Non-current: |
|
|
|
|
Operating lease liabilities, non-current |
|
79 |
|
|
106 |
|
Financing lease liabilities, non-current |
|
922 |
|
|
599 |
|
Total non-current lease liabilities |
|
$ |
1,001 |
|
|
$ |
705 |
|
Total |
|
$ |
1,261 |
|
|
$ |
916 |
|
_______
(1)
These assets are real estate related assets, which include land,
office, and laboratory spaces.
(2)
Net of accumulated amortization.
(3)
These assets are real estate assets related to the MTC leases
as well as assets related to contract manufacturing service
agreements.
(4)
Included in property and equipment in the condensed consolidated
balance sheets, net of accumulated depreciation.
(5)
Included in other current liabilities in the condensed consolidated
balance sheets.
Future minimum lease payments under our non-cancelable lease
agreements as of September 30, 2022, were as follows
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
Operating Leases |
|
Financing Leases
(1)
|
2022 |
(remainder of the year) |
$ |
11 |
|
|
$ |
153 |
|
|
2023 |
|
39 |
|
|
136 |
|
|
2024 |
|
15 |
|
|
120 |
|
|
2025 |
|
16 |
|
|
121 |
|
|
2026 |
|
16 |
|
|
101 |
|
|
Thereafter |
51 |
|
|
1,111 |
|
|
Total minimum lease payments
|
148 |
|
|
1,742 |
|
|
Less amounts representing interest or imputed interest |
(33) |
|
|
(596) |
|
|
Present value of lease liabilities
|
$ |
115 |
|
|
$ |
1,146 |
|
|
______
(1)
Includes certain optional lease term extensions, predominantly
related to the MTC leases, which represent a total of $662 million
of undiscounted future lease payments.
12. Commitments and Contingencies
Legal Proceedings
We are involved in various claims and legal proceedings of a nature
considered ordinary course in our business. The outcome of any such
proceedings, regardless of the merits, is inherently uncertain;
therefore, assessing the likelihood of loss and any estimated
damages is difficult and subject to considerable judgment. We are
not currently a party to any legal proceedings for which a material
loss is probable, or for which a loss is reasonably estimable at
this time.
Indemnification Obligations
As permitted under Delaware law, we indemnify our officers,
directors, and employees for certain events, occurrences while the
officer, or director is, or was, serving at our request in such
capacity. The term of the indemnification is for the officer’s or
director’s lifetime.
We have standard indemnification arrangements in our leases for
laboratory and office space that require us to indemnify the
landlord against any liability for injury, loss, accident, or
damage from any claims, actions, proceedings, or costs resulting
from certain acts, breaches, violations, or non-performance under
our leases.
We enter into indemnification provisions under our agreements with
counterparties in the ordinary course of business, typically with
business partners, contractors, clinical sites and customers. Under
these provisions, we generally indemnify and hold harmless the
indemnified party for losses suffered or incurred by the
indemnified party as a result of our activities. These
indemnification provisions generally survive termination of the
underlying agreement. The maximum potential amount of future
payments we could be required to make under these indemnification
provisions is unlimited.
Through the three and nine months ended September 30, 2022 and the
year ended December 31, 2021, we had not experienced any material
losses related to these indemnification obligations, and no
material claims were outstanding. We do not expect significant
claims related to these indemnification obligations and,
consequently, concluded that the fair value of these obligations is
negligible, and no related reserves were
established.
Purchase Commitments and Purchase Orders
We
enter into agreements in the normal course of business with vendors
and contract manufacturing organizations for raw materials and
manufacturing services and with vendors for preclinical research
studies, clinical trials and other goods or services. As of
September 30, 2022, we had $3.0 billion of non-cancelable purchase
commitments related to raw materials and manufacturing agreements,
which are expected to be paid through 2026. As of September 30,
2022, $349 million of the purchase commitments related to raw
materials was recorded as an accrued liability for loss on future
firm purchase commitments. As of September 30, 2022, we had $178
million of
non-cancelable
purchase commitments related to clinical services and other goods
and services which are expected to be paid through 2026. These
amounts represent our minimum contractual obligations, including
termination fees.
In addition to purchase commitments, we have agreements with third
parties for various goods and services, including services related
to clinical operations and support and contract manufacturing, for
which we are not contractually able to terminate for convenience
and avoid any and all future obligations to the vendors. Certain
agreements provide for termination rights subject to termination
fees or wind down costs. Under such agreements, we are
contractually obligated to make certain payments to vendors,
mainly, to reimburse them for their unrecoverable outlays incurred
prior to cancellation. At September 30, 2022, we had cancelable
open purchase orders of $2.9 billion in total under such
agreements for our significant clinical operations and support and
contract manufacturing. These amounts represent only our estimate
of those items for which we had a contractual commitment to pay at
September 30, 2022, assuming we would not cancel these agreements.
The actual amounts we pay in the future to the vendors under such
agreements may differ from the purchase order amounts.
Licenses to Patented Technology
On June 26, 2017, we entered into sublicense agreements with
Cellscript, LLC and its affiliate, mRNA RiboTherapeutics, Inc., to
sublicense certain patent rights. Pursuant to each agreement, we
are required to pay certain license fees, annual maintenance fees,
minimum royalties on future net sales and milestone payments
contingent on achievement of certain development, regulatory and
commercial milestones for specified products, on a
product-by-product basis. Commercial milestone payments and
royalties based on annual net sales of licensed products for
therapeutic and prophylactic products are accounted for as
additional expense of the related product sales in the period in
which the corresponding sales occur. For the three and nine months
ended September 30, 2022, we recognized $106 million and
$470 million, respectively, of royalty expenses associated
with our product sales, which was recorded to cost of sales in our
condensed consolidated statements of income. For the three and nine
months ended September 30, 2021, we recognized $168 million
and $400 million, respectively, of royalty expenses associated
with our product sales, which was recorded to cost of sales in our
condensed consolidated statements of income.
Additionally, we have other in-license agreements with third
parties which require us to make future development, regulatory and
commercial milestone payments and sales-based royalties for
specified products associated with the agreements. The achievement
of these milestones was not deemed probable as of September 30,
2022.
Moderna Science Center
In September 2021, we announced an investment in the MSC in
Cambridge, Massachusetts. The MSC is expected to integrate
scientific and non-scientific spaces, including our principal
executive offices and will be built to support our growth as we
continue to advance our pipeline of mRNA medicines. In relation to
the investment, we entered into a lease agreement for approximately
462,000 square feet and will undergo an approximately two-year
building project. Following the building project, the lease term is
15 years, subject to our right to extend the lease for up to two
additional seven-year terms. Pursuant to this lease agreement, we
are committed to approximately $1.1 billion non-cancellable
rent payments for the initial lease term. We expect to begin the
move-in process in 2023.
13. Stock-Based Compensation and Share Repurchase
Programs
Stock-Based Compensation
The following table presents the components and classification of
stock-based compensation expense for the three and nine months
ended September 30, 2022 and 2021 as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Options
|
|
$ |
15 |
|
|
$ |
27 |
|
|
$ |
67 |
|
|
$ |
73 |
|
Restricted Common Stock (RSUs) and Performance Stock Units
(PSUs) |
|
54 |
|
|
12 |
|
|
93 |
|
|
29 |
|
Employee Stock Purchase Plan (ESPP) |
|
1 |
|
|
1 |
|
|
4 |
|
|
3 |
|
Total
|
|
$ |
70 |
|
|
$ |
40 |
|
|
$ |
164 |
|
|
$ |
105 |
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
$ |
10 |
|
|
$ |
1 |
|
|
$ |
31 |
|
|
$ |
13 |
|
Research and development |
|
28 |
|
|
25 |
|
|
67 |
|
|
54 |
|
Selling, general and administrative |
|
32 |
|
|
14 |
|
|
66 |
|
|
38 |
|
Total
|
|
$ |
70 |
|
|
$ |
40 |
|
|
$ |
164 |
|
|
$ |
105 |
|
As of September 30, 2022, there was $529 million of total
unrecognized compensation cost related to unvested stock-based
compensation with respect to options, RSUs and PSUs granted. That
cost is expected to be recognized over a weighted-average period of
3.0 years at September 30, 2022.
Share Repurchase Programs
On August 2, 2021, our Board of Directors authorized a share
repurchase program (2021 Repurchase Program) of our common stock.
Pursuant to the 2021 Repurchase Program, we were authorized to
repurchase up to $1.0 billion of our outstanding common stock,
with an expiration date no later than August 2, 2023. By the end of
January 2022, we had repurchased the entire $1.0 billion of
common stock that was authorized under the 2021 Repurchase
Program.
On February 22, 2022, our Board of Directors authorized an
additional share repurchase program of our common stock, with no
expiration date, for up to $3.0 billion. On August 1, 2022,
our Board of Directors authorized an increase of $3.0 billion
under the repurchase program for our common stock, with no
expiration date (collectively with the February 22, 2022
authorization, the 2022 Repurchase Programs). The timing and actual
number of shares repurchased under the 2022 Repurchase Programs
will depend on a variety of factors, including price, general
business and market conditions, and other investment opportunities,
and shares may be repurchased through open market purchases through
the use of trading plans intended to qualify under Rule 10b5-1
under the Securities Exchange Act of 1934, as amended.
During the nine months ended September 30, 2022, we repurchased
20 million shares of our common stock under the 2021 and 2022
Repurchase Programs for an aggregate of $2.9 billion,
including commissions and fees. As of September 30, 2022, there was
a total of $3.2 billion remaining for repurchases of our
common stock under the 2022 Repurchase Programs.
14. Income Taxes
The following table summarizes our income tax expense for the
periods presented (in millions, except for
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Income before income taxes |
|
$ |
1,217 |
|
|
$ |
3,552 |
|
|
$ |
7,920 |
|
|
$ |
7,875 |
|
Provision for income taxes |
|
$ |
174 |
|
|
$ |
219 |
|
|
$ |
1,023 |
|
|
$ |
541 |
|
Effective tax rate |
|
14.3 |
% |
|
6.2 |
% |
|
12.9 |
% |
|
6.9 |
% |
The effective tax rate for the three and nine months ended
September 30, 2022 was lower than the U.S. statutory tax rate,
primarily due to the benefit of the foreign derived intangible
income deduction (FDII) and a discrete item for excess tax benefits
related to stock-based compensation. The increased effective tax
rate for the three and nine months ended September 30, 2022,
compared to the same periods in 2021, was mainly due to the tax
benefit recorded in 2021 related to the release of the valuation
allowance on the majority of our deferred tax assets and a decrease
in excess windfall benefits from stock-based compensation,
partially offset by an increase in the FDII benefit in
2022.
We file U.S. federal income tax returns and income tax returns in
various state, local and foreign jurisdictions. We are not
currently subject to any tax assessment from an income tax
examination in the United States or any other major taxing
jurisdiction.
Effective January 1, 2022, research and development expenses are
required to be capitalized and amortized for U.S. tax purposes.
Unless modified or repealed, and based on current assumptions, the
mandatory capitalization increases our cash tax liabilities, but
also increases our FDII deduction resulting in a decrease to our
effective tax rate.
15. Earnings per Share
The computation of basic earnings per share (EPS) is based on the
weighted-average number of our common shares outstanding. The
computation of diluted EPS is based on the weighted-average number
of our common shares outstanding and potential dilutive common
shares during the period as determined by using the treasury stock
method.
Basic and diluted EPS for the three and nine months ended September
30, 2022 and 2021 were calculated as follows (in millions, except
per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Numerator: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,043 |
|
|
$ |
3,333 |
|
|
$ |
6,897 |
|
|
$ |
7,334 |
|
Denominator: |
|
|
|
|
|
|
|
|
Basic weighted-average common shares outstanding |
|
390 |
|
|
404 |
|
|
396 |
|
|
402 |
|
Effect of dilutive securities |
|
22 |
|
|
30 |
|
|
23 |
|
|
29 |
|
Diluted weighted-average common shares outstanding |
|
412 |
|
|
434 |
|
|
419 |
|
|
431 |
|
|
|
|
|
|
|
|
|
|
Basic EPS |
|
$ |
2.67 |
|
|
$ |
8.27 |
|
|
$ |
17.41 |
|
|
$ |
18.25 |
|
Diluted EPS |
|
$ |
2.53 |
|
|
$ |
7.70 |
|
|
$ |
16.46 |
|
|
$ |
17.00 |
|
|
|
|
|
|
|
|
|
|
Anti-dilutive potential common shares excluded from the EPS
computation above |
|
4 |
|
|
— |
|
|
3 |
|
|
1 |
|
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our
financial condition and results of operations together with our
unaudited financial information and related notes included in this
Form 10-Q and our consolidated financial statements and related
notes and other financial information in our Annual Report on Form
10-K for the year ended December 31, 2021, which was filed with the
Securities and Exchange Commission (the SEC) on February 25, 2022
(the 2021 Form 10-K). Some of the information contained in this
discussion and analysis or set forth elsewhere in this Form 10-Q,
including information with respect to our plans and strategy for
our business, includes forward-looking statements that involve
risks and uncertainties. As a result of many factors, including
those factors set forth in Part II, Item 1A - Risk Factors in this
Form 10-Q, our actual results could differ materially from the
results described in or implied by the forward-looking statements
contained in the following discussion and analysis.
Overview
We are a biotechnology company pioneering messenger RNA (mRNA)
therapeutics and vaccines to create a new generation of
transformative medicines to improve the lives of patients. Our
platform builds on continuous advances in basic and applied mRNA
science, delivery technology, and manufacturing, providing us the
capability to pursue in parallel a robust pipeline of new
development candidates. We are developing therapeutics and
vaccines for infectious diseases, immuno-oncology, rare diseases,
autoimmune diseases and cardiovascular diseases, independently and
with our strategic collaborators. Within our platform, we develop
technologies that enable the development of mRNA medicines for
diverse applications. When we identify technologies that we believe
could enable a new group of potential mRNA medicines with shared
product features, we call that group a “modality.”
We have created seven modalities to date:
•prophylactic
vaccines;
•systemic
secreted and cell surface therapeutics;
•cancer
vaccines;
•intratumoral
immuno-oncology;
•localized
regenerative therapeutics;
•systemic
intracellular therapeutics; and
•inhaled
pulmonary therapeutics.
On December 18, 2020, we received an Emergency Use Authorization
(EUA) from the U.S. Food and Drug Administration (FDA) for the
emergency use of the Moderna COVID-19 Vaccine (also referred to as
mRNA-1273 and marketed under the brand name Spikevax) as a
two-dose, 100 µg primary series in individuals 18 years of age or
older. In January 2022, we received full commercial approval for
Spikevax as a two-dose, 100 µg primary series to prevent COVID-19
in individuals 18 years of age and older in the United States.
Spikevax is approved or authorized in individuals 18 years and
older in more than 70 countries. In addition, Spikevax is
authorized by the FDA and global regulators in more than 50
countries as a two-dose 100 µg primary series in adolescents ages
12 to 17 years old and as a two-dose 50 µg primary series in
children ages 6 to 11 years old. Additionally, a two-dose, 25 µg
primary series of Spikevax is authorized in young children ages 6
months to 5 years old in the United States, Canada, Australia, and
other jurisdictions.
The FDA, European Medicines Agency (EMA), Swissmedic and other
health agencies around the world have authorized a booster dose of
Spikevax at the 50 µg dose level for adults ages 18 years and
older. In March 2022, the FDA and other health agencies authorized
a second booster dose at the 50 µg dose level for adults 50 years
and older and adults over 18 years of age with certain kinds of
immunocompromise.
On August 15, 2022, we received the first authorization for our
BA.1 Omicron-targeting bivalent COVID-19 booster vaccine (Spikevax
Bivalent Original/Omicron, mRNA-1273.214) from the Medicines and
Healthcare products Regulatory Agency (MHRA) in the United Kingdom,
given as a 50 µg booster dose for individuals 18 years of age and
older who have received either a primary series or an initial
booster of any of the authorized or approved COVID-19 vaccines. The
EMA in the European Union provided a similar authorization for
mRNA-1273.214 as a booster vaccine for individuals 12 years and
older on September 2, 2022. During the third quarter of 2022,
authorizations for mRNA-1273.214 as a booster vaccine were also
received in the United Kingdom, the European Union, Japan,
Australia, Canada and Switzerland.
On August 31, 2022, we received an EUA from the FDA for our
BA.4/BA.5 Omicron-targeting bivalent COVID-19 booster vaccine
(mRNA-1273.222), given as a 50 µg booster dose for individuals 18
years of age and older who have received either a primary series or
an initial booster of any of the authorized or approved COVID-19
vaccines. On October 12, 2022, we received an EUA from the FDA for
mRNA-1273.222 as a 50 µg booster dose for adolescents 12 to 17
years old and as a 25 µg booster dose for children 6 to 11 years
old, each following a completed primary series of any authorized
COVID-19 vaccine or a previous booster. The EMA in the European
Union, the MHRA in the United Kingdom and other countries worldwide
have provided similar authorizations for
mRNA-1273.222.
Business Highlights and Recent Developments
Moderna COVID-19 Vaccine Clinical Studies
•Omicron-targeting
bivalent boosters (mRNA-1273.214/.222):
We have received authorization from regulatory agencies around the
globe for two different Omicron-targeting bivalent booster vaccines
against COVID-19, including in the United States, Australia,
Canada, Europe, Japan, Switzerland, South Korea, Taiwan and the UK,
with additional regulatory submissions completed
worldwide.
•mRNA-1273.214
is a bivalent vaccine targeting the BA.1 Omicron variant, combined
with Spikevax. mRNA-1273.222 is a bivalent vaccine targeting the
BA.4/BA.5 Omicron variants, combined with Spikevax. Both boosters
are administered as a single dose of 50 µg in individuals ages 12
and older, and as a single 25 µg dose in pediatric populations,
ages six to 11. mRNA-1273.214 is being studied to evaluate its
immunogenicity, safety and reactogenicity as a single booster dose
in adults aged 18 years and older. mRNA-1273.214 is being evaluated
in an ongoing registrational, Phase 2/3 study in the U.S. and a
Phase 3 study in the UK. A Phase 2/3 clinical trial for
mRNA-1273.222 is fully enrolled and currently underway, with
initial data expected later this year.
•Based
on clinical trial data from the Phase 2/3 trial, mRNA-1273.214 met
all primary endpoints, including superior neutralizing antibody
response against Omicron (BA.1) when compared to the currently
authorized 50 µg booster dose of Spikevax (mRNA-1273) in previously
uninfected participants. A booster dose of mRNA-1273.214 increased
neutralizing geometric mean titers (GMT) against Omicron
approximately 8-fold above baseline levels. In addition,
mRNA-1273.214 elicited higher neutralizing antibody titers against
the Omicron subvariants BA.4 and BA.5 when compared to Spikevax
(mRNA-1273) regardless of prior infection status or age, including
in those aged 65 and older. mRNA-1273.214 was generally well
tolerated, with a reactogenicity and safety profile consistent with
the currently authorized booster.
•For
the third quarter of 2022, we recognized product sales of $3.1
billion from sales of our COVID-19 vaccines, compared to $4.8
billion in the third quarter of 2021.
Key Updates for our Other Development Candidates
•Seasonal
influenza (flu) (mRNA-1010):
As part of our influenza vaccine development strategy, we are
developing five different influenza vaccines. mRNA-1010 is a single
investigational vaccine consisting of four distinct mRNA sequences
that encode the A H1N1, H3N2 and influenza B Yamagata and Victoria
lineages in our proprietary LNP. mRNA-1011 and mRNA-1012 are
investigational vaccines that will include the four WHO-recommended
strains and aim to add additional hemagglutinin (HA) antigens (e.g.
H3N2, H1N1). mRNA-1020 and mRNA-1030 are investigational vaccines
that will aim to add neuraminidase (NA) antigens.
In March 2022, an interim analysis of a Phase 2 study of mRNA-1010
identified no significant safety concerns, and the immunogenicity
data is consistent with a potential for superiority to standard
dose vaccine for influenza A strains (which drives the majority of
disease in adults). The interim data is consistent with potential
for non-inferiority to standard dose vaccine in influenza B strains
(primarily a concern in pediatrics). A Phase 3 immunogenicity and
safety study of mRNA-1010 in the Southern Hemisphere is fully
enrolled with approximately 6,000 participants. Initial regulatory
feedback supports an accelerated pathway for approval. We also
launched a Phase 3 efficacy trial in the Northern Hemisphere, which
is ongoing and expected to enroll approximately 23,000
participants.
•Respiratory
syncytial virus (RSV) vaccine (mRNA-1345):
mRNA-1345 is a vaccine against RSV encoding for a prefusion F
glycoprotein, which elicits a superior neutralizing antibody
response compared to the postfusion state. The Phase 1 study of
mRNA-1345 to evaluate the tolerability, reactogenicity and
immunogenicity of mRNA-1345 in younger adults, older adults, women
of child-bearing age, older adults of Japanese descent and children
is ongoing. All cohorts are fully enrolled. Phase 1 interim data
from the older adult cohort showed that a single mRNA-1345
vaccination at 50 µg, 100 µg or 200 µg boosted neutralizing
antibody titers against RSV-A by approximately 14-fold and against
RSV-B by approximately 10-fold. The pivotal global Phase 3 study of
mRNA-1345 with approximately 37,000 participants is currently
enrolling. The original 34,000 participants are fully enrolled;
3,000 additional participants were added to the study to assess
additional symptoms. Additionally, a Phase 3 study to evaluate the
safety, tolerability and immunogenicity of mRNA-1345, when given
alone or co-administered with a seasonal influenza vaccine, in
adults 50 years of age or older is fully enrolled. The FDA has
granted Fast Track designation for mRNA-1345 in adults older than
60 years of age.
•Respiratory
combination vaccines (mRNA-1073, mRNA-1230 and mRNA-1045):
We are evaluating several respiratory combination vaccines in the
clinic. mRNA-1073 is a combination vaccine that encodes for the
COVID spike protein and the influenza HA glycoproteins. A Phase 1/2
study comparing mRNA-1073 to co-administered mRNA-1010 and
mRNA-1273, and to mRNA-1010 and mRNA-1273 alone is ongoing in
approximately 1,050 participants aged 18-75 years, and the trial is
fully enrolled. mRNA-1230 is a combination vaccine that encodes for
the COVID spike protein, the influenza HA glycoproteins and the RSV
prefusion F protein. mRNA-1045 is a combination vaccine that
encodes for the influenza HA glycoproteins and the RSV prefusion F
protein. A Phase 1/2 study comparing mRNA-1230 and mRNA-1045 to
individual respiratory vaccines, mRNA-1010, mRNA-1345 and
mRNA-1273.214 is ongoing.
•Propionic
acidemia (PA) (mRNA-3927):
The Phase 1/2 clinical trial for mRNA-3927, our therapy for the
treatment of propionic acidemia, or PA, is ongoing, and the second
cohort is fully enrolled. We are enrolling other patients into
additional cohorts. The Phase 1/2 study is designed to evaluate the
safety and tolerability of mRNA-3927 in patients with PA. PA is a
rare, life-threatening, inherited metabolic disorder due to a
defect in the mitochondrial enzyme propionyl-CoA carboxylase (PCC).
It primarily affects the pediatric population. In September 2022,
we announced that several critical milestones have been reached in
the trial. Over 120 repeated intravenous doses have been
administered to ten patients. mRNA-3927 has been well-tolerated at
the doses tested to date, and there have been no dose-limiting
toxicities, discontinuations due to safety, or drug-related serious
adverse safety events. Three of the ten study participants have
been dosed with over one year of continuous treatment and all
eligible participants have decided to continue with treatment by
participating in the Open Label Extension Study. PA is
characterized by recurrent life-threatening metabolic
decompensation events (MDEs) which are clinical crises that occur
when there is a build-up of toxic metabolites. Due to the objective
and disease-defining nature of MDEs, regulators have provided
initial support for MDE as a clinically meaningful, preferred
primary clinical endpoint for development. Based on preliminary
data, there was a decrease in the number of MDEs post-mRNA-3927
treatment. The trial will continue with testing the next dose level
(0.6 mg/kg IV every two weeks). There is no approved therapy for
PA, including no approved enzyme replacement therapy. We have
received Rare Pediatric Disease Designation and Orphan Drug
Designation from the FDA and Orphan Drug Designation from the
European Commission for the PA program. The FDA has also granted
Fast Track designation to mRNA-3927.
•Methylmalonic
acidemia (MMA) (mRNA-3705):
The Phase 1/2 clinical trial for mRNA-3705, our therapy for the
treatment of methylmalonic acidemia, or MMA, is ongoing and the
second cohort has been fully enrolled. The study is enrolling
additional cohorts across the UK, Canada and the U.S. The Phase 1/2
study is designed to evaluate the safety and tolerability of
mRNA-3705 in patients with MMA. MMA is a rare, life-threatening,
inherited metabolic disorder that is primarily caused by a defect
in the mitochondrial enzyme methylmalonyl-coenzyme A mutase (MUT).
It primarily affects the pediatric population. There is no approved
therapy that addresses the underlying disorder, including no
approved enzyme replacement therapy, due to the complexity of the
protein and its mitochondrial localization.
•Glycogen
storage disease type 1a (GSD1a) (mRNA-3745):
The Phase 1/2 clinical trial for mRNA-3745, our therapy for the
treatment of GSD1a is ongoing. Individuals with GSD1a have a
deficiency in glucose-6-phosphatase resulting in pathological blood
glucose imbalance. mRNA-3745 is an IV-administered mRNA encoding
human G6Pase enzyme, designed to restore the deficient or defective
intracellular enzyme activity in patients with GSD1a. In September
2022, we announced that early data on safety and pharmacodynamics
for mRNA-3745 have been consistent and encouraging. In two
patients, intravenous infusion of mRNA-3745 was well-tolerated to
date, and showed extension of fast duration and normalization of
glucose during fast. The FDA has granted mRNA-3745 Orphan Drug
Designation.
•IL-12
(MEDI1191):
In August 2022, AstraZeneca notified us that it was terminating the
development of the IL-12 program (MEDI1191) and that they were
returning the rights to the program to us. AstraZeneca is
continuing to lead the ongoing, open-label multicenter Phase 1
clinical trial of intratumoral injections of MEDI1191 alone and in
combination with the checkpoint inhibitor, durvalumab. In April
2022, AstraZeneca presented updated Phase 1 data at the American
Association for Cancer Research (AACR) conference. Intratumoral
MEDI1191 combined with durvalumab was safe and the combination
showed preliminary evidence of clinical benefit, with 29% of
patients exhibiting partial responses or stable disease ≥12 weeks
as best overall response. We are evaluating the next steps for the
program.
•Personalized
cancer vaccine (mRNA-4157):
Our personalized cancer vaccine (PCV) is currently being evaluated
in a Phase 1 and Phase 2 study. The randomized, placebo-controlled
Phase 2 study investigating a 1 mg dose of mRNA-4157 in combination
with Merck’s pembrolizumab (KEYTRUDA®), compared to pembrolizumab
alone, for the adjuvant treatment of high-risk resected melanoma is
fully enrolled (n=150). The primary endpoint of the Phase 2 study
is recurrence-free survival. The Phase 1 in multiple cohorts is
ongoing. In September 2022, Merck exercised its option to jointly
develop and commercialize mRNA-4157. We and Merck will share costs
and any profits related to mRNA-4157 equally under our worldwide
collaboration.
Our Pipeline
The following chart shows our current pipeline of
48
development programs, grouped by respiratory vaccines, latent &
public health vaccines and therapeutics.
Abbreviations: AZ, AstraZeneca; BARDA, Biomedical Advanced Research
and Development Authority; CMV, Cytomegalovirus; DARPA, Defense
Advanced Research Projects Agency; EBV, Epstein-Barr virus; HIV,
human immunodeficiency virus; hMPV, human metapneumovirus; ILCM,
Institute for Life Changing Medicines; IL-12, interleukin 12;
IL-23, interleukin 23; IL-36γ, interleukin-36 gamma; NIH, National
Institutes of Health; OX40L, wildtype OX40 ligand; RSV, respiratory
syncytial virus; VEGF-A, vascular endothelial growth factor
A.
We have developed seven modalities, which are summarized as
follows:
•Prophylactic
vaccines:
Our prophylactic vaccines modality currently includes 33
development programs, 26 of which have entered into clinical
trials. We have ongoing Phase 1 trials for our RSV vaccine in
pediatrics (mRNA-1345), flu vaccines (mRNA-1020 and mRNA-1030),
combined COVID and flu vaccine (mRNA-1073), combined COVID, flu and
RSV vaccine (mRNA-1230), combined flu and RSV vaccine (mRNA-1045),
hMPV/PIV3 vaccine (mRNA-1653), EBV vaccine (mRNA-1189), HIV
vaccines (mRNA-1644 and mRNA-1574) and Nipah vaccine (mRNA-1215).
We have an ongoing Phase 2 study for our Zika vaccine (mRNA-1893).
We have ongoing Phase 3 studies for our flu vaccine (mRNA-1010),
RSV vaccine in older adults (mRNA-1345) and CMV vaccine
(mRNA-1647). Our COVID-19 vaccine (mRNA-1273) is described in
detail above. Our seven preclinical programs within our
prophylactic vaccines modality are for a combined, pediatric RSV
and hMPV vaccine (mRNA-1365), pan-HCoV vaccine (mRNA-1287),
seasonal flu vaccines (mRNA-1011 and mRNA-1012), EBV vaccine to
prevent long-term sequelae (mRNA-1195), VZV vaccine (mRNA-1468),
and HSV vaccine (mRNA-1608). Three other vaccines as part of public
health programs have had positive Phase 1 readouts – H10N8 vaccine
(mRNA-1440), H7N9 flu vaccine (mRNA-1851), and Chikungunya vaccine
(mRNA-1388) – but are not being further developed without
government or other funding.
•Systemic
secreted and cell surface therapeutics:
We have two systemic secreted and cell surface therapeutics
development candidates in our pipeline. Our secreted programs
include Relaxin (mRNA-0184) for cardiac disorders and PD-L1
(mRNA-6981) for autoimmune hepatitis, which are currently in
preclinical development. We previously announced positive data from
our Chikungunya Antibody program (mRNA-1944) within this modality;
however, we do not expect to advance our Chikungunya Antibody
program without outside funding, and we are not currently pursuing
further development of it at this time.
•Cancer
vaccines:
We are currently developing three programs within our cancer
vaccines modality. Our personalized cancer vaccine program
(mRNA-4157) is being developed in collaboration with Merck and is
in a multiple-arm Phase 1 trial and a randomized Phase 2 trial,
which is fully enrolled. Our second program within this modality is
a KRAS vaccine (mRNA-5671). We have retained all rights to our KRAS
vaccine from Merck and we are evaluating next steps for the
program. Our third program is our checkpoint vaccine (mRNA-4359),
which has dosed the first patient in a Phase 1 clinical
trial.
•Intratumoral
immuno-oncology:
We have two programs in this modality. Our first program,
OX40L/IL-23/IL-36γ (Triplet) (mRNA-2752), is currently in a Phase 1
study that is designed as an open-label, multicenter study of
intratumoral injections of Triplet (mRNA-2752) alone or in
combination with durvalumab (anti-PD-L1). Our second program, IL-12
(MEDI1191), was developed in collaboration with AstraZeneca. In
August 2022, AstraZeneca notified us that it was terminating the
development of the IL-12 program (MEDI1191) and that they were
returning the rights to the program to us. We are evaluating next
steps for the program.
•Localized
regenerative therapeutics:
Our localized VEGF-A program, AZD8601, which was developed in
collaboration with AstraZeneca, has completed a Phase 1a/b trial to
describe its safety, tolerability, protein production, and activity
in diabetic patients. The study has met its primary objectives of
describing safety and tolerability and secondary objectives of
demonstrating protein production and changes in blood flow post
AZD8601 administration. We believe these data provide clinical
proof of mechanism for our mRNA technology outside of the vaccine
setting.
In 2021, the Phase 2 study met the primary endpoint of safety and
tolerability of AZD8601 for the 3 mg dose. In the study of 11
patients, seven were treated with AZD8601 VEGF-A mRNA and four
received placebo injections. Numerical trends were observed in
endpoints in the heart failure efficacy domains compared with
placebo, including increase in left ventricular ejection fraction
(LVEF) and patient reported outcomes. In addition, all seven
patients treated with AZD8601 had NT-proBNP (a biomarker that
measures the level of a hormone that is elevated in patients with
heart failure) levels below heart failure limit at 6 months
follow-up compared to one of four patients treated with
placebo.
After a portfolio review, AstraZeneca has returned the rights to
AZD8601 to us. We are evaluating next steps for the
program.
•Systemic
intracellular therapeutics:
We have six systemic intracellular therapeutics development
candidates in our pipeline. Our intracellular programs address
propionic acidemia, or PA (mRNA-3927), methylmalonic acidemia (MMA)
(mRNA-3705), glycogen storage disorder type 1a (GSD1a) (mRNA-3745),
ornithine transcarbamylase deficiency (OTC) (mRNA-3139),
phenylketonuria (PKU) (mRNA-3283), and Crigler-Najjar Syndrome Type
1 (CN-1) (mRNA-3351). We have ongoing Phase 1 clinical trials for
PA (mRNA-3927), MMA (mRNA-3705) and GSD1a (mRNA-3745). OTC
(mRNA-3139), PKU (mRNA-3283) and CN-1 (mRNA-3351) are currently in
preclinical development. We have entered into a collaboration
agreement with the Institute for Life Changing Medicines (ILCM) to
license mRNA-3351 to ILCM with no upfront fees, and without any
downstream payments. ILCM will be responsible for the clinical
development of mRNA-3351.
•Inhaled
pulmonary therapeutics:
We have one inhaled pulmonary therapeutic development candidate in
our pipeline. Our program addresses cystic fibrosis, or CF
(VXc-522), in collaboration partnership with Vertex
Pharmaceuticals. VXc-522 is an mRNA therapeutic designed to treat
the underlying cause of CF by enabling cells in the lungs to
produce functional cystic fibrosis transmembrane conductance
regulator (CFTR) protein for the treatment of the 10% of patients
who do not produce any CFTR protein. IND-enabling studies are
underway and Vertex expects to submit an IND for this program in
2022. Moderna has licensed worldwide commercial rights to VXc-522
to Vertex.
Financial Operations Overview
Revenue
The following table summarizes revenue for the periods presented
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Revenue:
|
|
|
|
|
|
|
|
|
Product sales |
|
$ |
3,120 |
|
|
$ |
4,810 |
|
|
$ |
13,576 |
|
|
$ |
10,740 |
|
Grant revenue |
|
144 |
|
|
140 |
|
|
453 |
|
|
473 |
|
Collaboration revenue |
|
100 |
|
|
19 |
|
|
150 |
|
|
47 |
|
Total revenue
|
|
$ |
3,364 |
|
|
$ |
4,969 |
|
|
$ |
14,179 |
|
|
$ |
11,260 |
|
For the three months ended September 30, 2022, we recognized
$3.1 billion of product sales from our COVID-19 vaccines, of
which $1.0 billion was generated in the United States and
$2.1 billion was generated from Europe and the rest of the
world. For the three months ended September 30, 2021, we recognized
$4.8 billion of product sales from our COVID-19 vaccines, of
which $1.2 billion was generated in the United States and
$3.6 billion was generated from Europe and the rest of the
world.
For the nine months ended September 30, 2022, we recognized
$13.6 billion of product sales from our COVID-19 vaccines, of
which $3.4 billion was generated in the United States and
$10.2 billion was generated from Europe and the rest of the
world. For the nine months ended September 30, 2021, we recognized
$10.7 billion of product sales from our COVID-19 vaccines, of
which $4.6 billion was generated in the United States and
$6.1 billion was generated from Europe and the rest of the
world.
As of September 30, 2022, we had deferred revenue of
$4.1 billion associated with customer deposits received or
billable under supply agreements for delivery of our COVID-19
vaccines into 2023. We anticipate that product sales will be
greater in the fourth quarter of 2022 than the third quarter of
2022, driven by the timing of marketing authorizations and release
of our Omicron-targeting bivalent booster vaccines. Based upon
currently signed supply agreements for delivery of our COVID-19
vaccines in 2022 and our supply chain forecast, we expect that our
COVID-19 vaccine product sales will be slightly lower in the second
half of 2022 than in the first half of 2022, in part due to
deferrals of deliveries into the first quarter of 2023 that we
originally expected to make in 2022.
Other than product sales, our revenue has been primarily derived
from government-sponsored and private organizations including
BARDA, DARPA and the Gates Foundation and from strategic alliances
with AstraZeneca, Merck and Vertex to discover, develop, and
commercialize potential mRNA medicines.
Grant revenue was comprised as follows for the periods presented
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Grant revenue: |
|
|
|
|
|
|
|
BARDA
(1)
|
$ |
141 |
|
|
$ |
128 |
|
|
$ |
442 |
|
|
$ |
454 |
|
Other |
3 |
|
|
12 |
|
|
11 |
|
|
19 |
|
Total grant revenue |
$ |
144 |
|
|
$ |
140 |
|
|
$ |
453 |
|
|
$ |
473 |
|
_______
(1)
For the three months ended September 30, 2022, $135 million of
BARDA grant revenue was related to our mRNA-1273 program and
$6 million was related to our Zika vaccine program. For the
nine months ended September 30, 2022, $430 million of BARDA
grant revenue was related to our mRNA-1273 program and
$12 million was related to our Zika vaccine
program.
Collaboration revenue from our strategic alliances was comprised as
follows for the periods presented (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Collaboration revenue:
|
|
|
|
|
|
|
|
AstraZeneca
|
$ |
76 |
|
|
$ |
3 |
|
|
$ |
80 |
|
|
$ |
7 |
|
Merck
|
20 |
|
|
7 |
|
|
35 |
|
|
11 |
|
Vertex
|
4 |
|
|
5 |
|
|
33 |
|
|
23 |
|
Other |
— |
|
|
4 |
|
|
2 |
|
|
6 |
|
Total collaboration revenue
|
$ |
100 |
|
|
$ |
19 |
|
|
$ |
150 |
|
|
$ |
47 |
|
In the third quarter of 2022, AstraZeneca elected to terminate our
collaborations with them, effective on November 21, 2022. As a
result of the termination, we recognized the remaining deferred
revenue of $76 million as collaboration revenue during the
three months ended September 30, 2022. Please refer to
Note
5
to our condensed consolidated financial statements.
As of September 30, 2022, the remaining available funding, net of
revenue earned under our agreement with BARDA for the development
of our mRNA-1273 vaccine was $67 million. To the extent that
existing or potential future products generate revenue, our revenue
may vary due to many uncertainties in the future product demand,
the development of our mRNA medicines and other
factors.
Research and development expenses
We use our employee and infrastructure resources for the
advancement of our platform, and for discovering and developing
programs. Due to the number of ongoing programs and our ability to
use resources across several projects, indirect or shared operating
costs incurred for our research and development programs are
generally not recorded or maintained on a program- or
modality-specific basis. The following table reflects our research
and development expenses, including direct program-specific
expenses summarized by modality and indirect or shared operating
costs summarized under other research and development expenses
during the three and nine months ended September 30, 2022 and 2021
(in millions):