Octavio Espinoza
Analyst · Jason Zemansky with Bank of America
Thank you, Todd. As you've highlighted, we're entering a new chapter for Ligand. The business is performing exceptionally well. We've significantly expanded our royalty portfolio through the XOMA acquisition, and we further strengthened an already exceptional balance sheet. I'll begin with our second quarter financial results before discussing the financial implications of the XOMA integration, our recent financing activities and our updated outlook. The second quarter was another strong quarter across the business. We generated $64 million of total revenue, an increase of 34% over the prior year. Royalty revenue grew 32% to $48 million, driven primarily by continued strength from Filspari, Ohtuvayre and Zelsuvmi. Adjusted diluted earnings per share increased 48% to $2.37, reflecting the scalability of our business model and continued operating leverage. Turning to our balance sheet. We continue to strengthen our financial position. After successfully completing our convertible note offering and closing the XOMA acquisition shortly after quarter end, we still have approximately $700 million of deployable capital. At the same time, we're generating strong operating cash flow in excess of $200 million in 2026, growing to an expected $300 million in 2027. Together, this capital strength and cash flow generation gives us significant flexibility to continue executing our disciplined business development strategy going forward. Turning to XOMA. The integration is progressing extremely well. Before discussing the details, this team deserves real credit for what's been accomplished. Executing a transaction of this complexity required extraordinary collaboration across our business development, legal, finance, accounting and operations teams. Successfully completing the acquisition while maintaining strong execution across the core business is a significant achievement. From an operating perspective, we're on track to capture virtually all of the anticipated cost synergies. XOMA previously operated as a stand-alone public company with annual operating expenses of approximately $30 million. Under Ligand's operating model, we expect XOMA's annual operating expenses to decline to less than $5 million, primarily through the elimination of duplicative public company infrastructure, including legal, audit and SEC reporting costs. The acquisition also brings meaningful tax attributes, including more than $110 million of Section 174 tax credits and net operating losses that we expect to utilize over the next 3 to 5 years, resulting in significant U.S. cash tax savings. Strategically, the transaction more than doubles the size of our royalty portfolio by adding over 120 assets including 7 commercial stage programs, approximately 14 late-stage clinical programs and more than 100 additional clinical and preclinical programs that provide substantial long-term optionality. In addition to the royalty streams, the acquired portfolio includes approximately $2.3 billion of publicly disclosed potential milestone opportunities. While those milestones are naturally contingent upon further development, regulatory and commercial success, they represent meaningful embedded economic upside over time. It is important to note that some of these milestone rights are associated with assets accounted for as financial royalty assets. As a result, cash received upon achievement of a milestone may not be recognized entirely as revenue in the period received. A portion may instead reduce the carrying value of the underlying asset. The XOMA acquisition increases the number of financial royalty assets within our portfolio. While the accounting for financial royalty assets differs from intangible royalty assets, both represent valuable contractual rights that contribute to Ligand's long-term economic returns. We reflect the economics of these assets in our adjusted financial measures through the amortization of financial royalty assets. As they become a larger contributor to our results, we will continue providing additional transparency around both the accounting presentation and the underlying economics. Finally, I'd like to briefly address the Tremfya contingent value right. Under the transaction structure, we're entitled to receive 25% of any net proceeds ultimately received from the Janssen Tremfya litigation. Importantly, we have no governance responsibilities, no obligation to fund litigation costs and no downside financial exposure associated with this asset. It simply provides additional upside for our shareholders. Turning to our recent financing activities. We took advantage of an exceptionally attractive convertible debt market and successfully completed a $700 million convertible note offering at a 0% coupon. We paired the offering with a call spread transaction that reduces potential shareholder dilution because we intend to settle the principal amount in cash at maturity under the net share settlement feature, the structure protects shareholders from dilution up to approximately $524 per share. We also repurchased approximately 229,000 shares for roughly $60 million, reflecting our confidence in the intrinsic value of the company while helping offset the market impact from the convertible hedge activity. Overall, this transaction lowers our long-term cost of capital, strengthens our balance sheet and gives us additional flexibility to continue executing against what we believe is one of the strongest royalty acquisition pipelines in the company's history. Turning to our detailed financial results. Royalty revenue increased 32%, driven primarily by Filspari, Ohtuvayre and Zelsuvmi. Travere reported second quarter U.S. Filspari net sales of $141 million, representing 96% year-over-year growth. Merck reported net sales of Ohtuvayre of $204 million, representing year-over-year growth of 98%. This was partially offset by Amgen's reported Kyprolis net sales of $314 million, a year-over-year decrease of 17%, driven by lower volume, a decline we had anticipated to some degree and one that remains within our royalty revenue guidance. Operating expenses increased compared to the prior year as we continued investing in the growth of the business. Research and development expense included a $12 million onetime charge related to our Orchestra Bio investment. As we've discussed previously, depending on the structure, our R&D financing transactions may be required under GAAP to be expensed immediately. And even though we view them economically as investments expected to generate future royalty streams. The Orchestra Bio transaction this quarter is an example of that accounting treatment. And accordingly, this one-time charge is excluded from our adjusted earnings. General and administrative expense increased primarily due to higher stock-based compensation, continued investment in our business development capabilities and transaction costs associated with completing the XOMA acquisition. Outside of operating results, nonoperating income benefited primarily from fair value adjustments within our investment portfolio. GAAP diluted earnings per share were $2.22, while adjusted diluted earnings per share increased 48% to $2.37, reflecting the continued earnings power of our royalty-focused business model. Turning to guidance. We are increasing the low end of our adjusted diluted earnings per share guidance to $9 per share, while maintaining the upper end at $9.50. The increase primarily reflects the incremental earnings contribution from the proceeds of our 0 coupon convertible note offering, together with the benefit of the share repurchase completed during the year -- excuse me, during the quarter. At the same time, we're reaffirming all of our revenue guidance, including a royalty revenue of -- including royalty revenue of $225 million to $250 million, total revenue of $270 million to $310 million, Captisol revenue of $35 million to $40 million and contract revenue of $10 million to $20. For modeling purposes, I'd also note that within our Captisol guidance, we expect the remaining sales this year to be weighted towards the fourth quarter, approximately 40% in the third quarter and 60% in the fourth quarter, reflecting our current expectations for the timing of customer orders. Similarly, we expect the majority of remaining contract revenue to be recognized in the fourth quarter based on the timing of certain anticipated partner milestone events. Overall, we maintain highly confident in our outlook. With XOMA now closed, we believe we're well positioned to deliver another year of strong financial performance, supported by continued growth from our commercial royalty portfolio and the accretive contribution from the acquired assets. Importantly, the business today is materially different than the one reflected in the long-term framework we introduced last December. As Todd mentioned earlier, we'll update that outlook at Investor Day this December. That original 5-year framework didn't contemplate the acquisition of XOMA or several significant positive developments across our existing portfolio. The approval of Filspari in FSGS, the positive Phase III results for palvella and rapamycin and the acquisition of XOMA have all enhanced the long-term earnings power of the business. Those positive developments continue to build. In fact, 2 days ago, Travere reiterated its confidence that Filspari has the potential to achieve peak sales exceeding $3 billion across IgA nephropathy and FSGS. That further reinforces our confidence in the long-term growth opportunity for one of our largest royalty assets. We're excited to share the details with you at our Investor Day later this year. With that, I'll turn the call over to Lauren for an update on our royalty portfolio and pipeline.