Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

v3.20.4
Stockholders' Equity
12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
Share-based Compensation Expense

The following table summarizes non-cash share-based compensation expense (in thousands):
December 31,
2020 2019 2018
Share-based compensation expense as a component of:
Research and development expenses $ 13,497  $ 9,641  $ 8,352 
General and administrative expenses 17,230  14,874  12,494 
$ 30,727  $ 24,515  $ 20,846 

Stock Plans

In December 2020, our 2002 Stock Incentive Plan was amended to increase the number of shares available for issuance by 1.1 million shares. As of December 31, 2020, there were 1.1 million shares available for future option grants or direct issuance under the Amended 2002 Plan.
Following is a summary of our stock option plan activity and related information:
 
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term in
Years
Aggregate
Intrinsic
Value
(In  thousands)
Balance at January 1, 2018 1,876,332  $ 53.17  5.77 $ 157,340 
Granted 228,362  $ 162.00 
Exercised (358,162) $ 55.24 
Forfeited (10,228) $ 114.53 
Balance at December 31, 2018 1,736,304  $ 66.71  5.47 125,858 
Exercisable at December 31, 2018 1,313,374  $ 47.03  4.56 117,314 
Options vested and expected to vest as of December 31, 2018 1,736,304  $ 66.71  5.47 $ 125,858 
Granted 338,617  $ 116.69 
Exercised (112,011) $ 23.65 
Forfeited (6,531) $ 139.37 
Balance at December 31, 2019 1,956,379  $ 77.54  5.45 72,002 
Exercisable at December 31, 2019 1,454,726  $ 61.82  4.42 70,345 
Options vested and expected to vest as of December 31, 2019 1,956,379  $ 77.54  5.45 $ 72,002 
Granted 806,300  $ 92.93 
Exercised (156,845) $ 21.26 
Forfeited (44,012) $ 91.30 
Balance at December 31, 2020 2,561,822  $ 85.59  6.09 59,033 
Exercisable at December 31, 2020 1,611,830  $ 76.05  4.54 53,286 
Options vested and expected to vest as of December 31, 2020 2,561,822  $ 85.59  6.09 $ 59,033 

The weighted-average grant-date fair value of all stock options granted during 2020, 2019 and 2018 was $41.39, $48.65 and $58.85 per share, respectively. The total intrinsic value of all options exercised during 2020, 2019 and 2018 was approximately $11.9 million, $10.4 million and $51.9 million, respectively.
Cash received from options exercised, net of fees paid, in 2020, 2019 and 2018 was $2.5 million, $2.6 million and $19.8 million, respectively.
Following is a further breakdown of the options outstanding as of December 31, 2020:
 
Range of exercise prices
Options
outstanding
Weighted
average
remaining  life
in years
Weighted average
exercise price
Options
exercisable
Weighted average
exercise price
$10.05-$14.47
284,184  0.86 $ 13.08  270,184  $ 13.00 
$21.92-$56.26
344,629  2.88 $ 35.34  344,629  $ 35.34 
$63.58-$74.42
307,356  5.20 $ 71.96  220,650  $ 73.41 
$82.90-$95.35
185,033  6.23 $ 86.22  140,400  $ 86.32 
$95.68 305,106  9.12 $ 95.68  63,059  $ 95.68 
$97.92 4,976  5.02 $ 97.92  4,976  $ 97.92 
$98.20 270,850  9.26 $ 98.20  —  $ 98.20 
$100.02-$113.76
257,914  6.69 $ 104.12  220,092  $ 103.96 
$117.58 19,744  9.44 $ 117.58  —  $ 117.58 
$117.97-$195.91
582,030  7.56 $ 137.18  347,840  $ 141.38 
2,561,822  6.09 $ 85.59  1,611,830  $ 76.05 
The assumptions used for the specified reporting periods and the resulting estimates of weighted-average grant date fair value per share of options granted:

  Year Ended December 31,
  2020 2019 2018
Risk-free interest rate
0.2%-1.4%
1.4%-2.6%
2.7%-3.0%
Expected volatility
47%-71%
40%-49%
33%-36%
Expected term
4.7 to 5.1 years
4.6 to 5.9 years
5.1 to 5.8 years

As of December 31, 2020, there was $37.2 million of total unrecognized compensation cost related to non-vested stock options. That cost is expected to be recognized over a weighted average period of 2.9 years.
Restricted Stock Activity
The following is a summary of our restricted stock activity and related information: 
Shares
Weighted-Average
Grant Date Fair
Value
Outstanding at January 1, 2018 133,294  $ 91.60 
Granted 62,133  $ 169.92 
Vested (61,989) $ 86.19 
Forfeited (1,165) $ 125.16 
Outstanding at December 31, 2018 132,273  $ 130.63 
Granted 118,498  $ 115.90 
Vested (102,846) $ 121.55 
Forfeited (666) $ 134.36 
Outstanding at December 31, 2019 147,259  $ 125.11 
Granted 111,306  $ 89.73 
Vested (52,363) $ 121.69 
Forfeited —  $ — 
Outstanding at December 31, 2020 206,202  $ 106.88 
As of December 31, 2020, unrecognized compensation cost related to non-vested stock awards amounted to $10.6 million. That cost is expected to be recognized over a weighted average period of 1.5 years.

Employee Stock Purchase Plan

As of December 31, 2020, 52,808 shares of our common stock are available for future issuance under the Amended Employee Stock Purchase Plan, or ESPP. The ESPP permits eligible employees to purchase up to 1,250 shares of Ligand common stock per calendar year at a discount through payroll deductions. The price at which stock is purchased under the ESPP is equal to 85% of the fair market value of the common stock on the first of a six month offering period or purchase date, whichever is lower. There were 6,455, 4,745 and 3,386 shares issued under the ESPP in 2020, 2019 and 2018, respectively.

Share Repurchases

In May 2018, in conjunction with our 2023 Notes debt offering, we repurchased 260,000 shares of our common stock at a cost of $191.14 per share. In September 2018, the board of directors authorized us to repurchase up to $200.0 million of our common stock from time to time over a period of up to three years (the “Repurchase Program”). On January 23, 2019, the board of directors elected to increase the Repurchase Program, authorizing us to repurchase up to a maximum of $350.0 million of our outstanding common stock under the Repurchase Program.

On September 11, 2019, our Board of Directors approved a stock repurchase program authorizing the repurchase of up to $500.0 million of our common stock from time to time over the next three years. We expect to acquire shares primarily through open-market transactions and have entered into a Rule 10b5-1 trading plan, and may enter into additional Rule 10b5-1 trading
plans in the future, to facilitate open-market repurchases. The timing and amount of repurchase transactions will be determined by management based on our evaluation of market conditions, share price, legal requirements and other factors. Our prior $350.0 million stock repurchase program mentioned above was terminated in connection with the approval of the new stock repurchase program. Authorization to repurchase $248.8 million of our common stock remained available as of December 31, 2020.During the twelve months ended December 31, 2020, 2019 and 2018, we repurchased 934,079 shares for $78.0 million, 4,122,133 shares for $448.4 million, and 782,248 shares for $127.5 million, respectively.