SEC Filing | Schrödinger, Inc.

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sdgr-10q_20210930.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(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, 2021

☐	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: 001-39206

Schrodinger, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	95-4284541
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1540 Broadway, 24^th Floor New York, NY	10036
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 295-5800

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

SDGR

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, 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.

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 Exchange Act). Yes ☐ No ☒

As of November 4, 2021, the registrant had 61,731,520 shares of common stock, $0.01 par value per share, and 9,164,193 shares of limited common stock, $0.01 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 (Unaudited)	5
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (Unaudited)	6
	Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, 2021 and 2020 (Unaudited)	7
	Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2021 and 2020 (Unaudited)	8
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 (Unaudited)	10
	Notes to Condensed Consolidated Financial Statements (Unaudited)	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	71
Item 3.	Defaults Upon Senior Securities	72
Item 4.	Mine Safety Disclosures	72
Item 5.	Other Information	72
Item 6.	Exhibits	73

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or this Quarterly Report, contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this Quarterly Report, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative of these words or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

The forward-looking statements in this Quarterly Report include, among other things, statements about:

•

the potential advantages of our physics-based computational platform;

•

our strategic plans to accelerate the growth of our software business;

•

our research and development efforts for our internal drug discovery programs and our computational platform;

•

the initiation, timing, progress, and results of our internal drug discovery programs or the drug discovery programs of our collaborators;

•

our plans to submit investigational new drug applications to the U.S. Food and Drug Administration for our internal drug discovery programs;

•

our plans to discover and develop product candidates and to maximize their commercial potential by advancing such product candidates ourselves or in collaboration with others;

•

our plans to leverage the synergies between our businesses;

•

the timing of, the ability to submit applications for and the ability to obtain and maintain regulatory approvals for any product candidates we or one of our collaborators may develop;

•

our drug discovery collaborations and our estimates or expectations regarding any milestone or other payments we may receive from such collaborations, including pursuant to our collaboration with Bristol-Myers Squibb Company;

•

our expectations regarding our ability to fund our operating expenses and capital expenditure requirements with our cash, cash equivalents, and marketable securities;

•

the potential advantages of our drug discovery programs;

•

the rate and degree of market acceptance of our software solutions;

•

the potential impact of the COVID-19 pandemic on our business, operations, liquidity and prospects;

•

the rate and degree of market acceptance and clinical utility of our products;

•

our estimates regarding the potential market opportunity for our software solutions and any product candidate we or any of our collaborators may in the future develop;

•

our marketing capabilities and strategy;

•

our intellectual property position;

•

our ability to identify technologies with significant commercial potential that are consistent with our commercial objectives;

•

our expectations related to the use of our cash, cash equivalents, and marketable securities;

•

our expectations related to the key drivers of our performance;

•

the impact of government laws and regulations;

•

our competitive position and expectations regarding developments and projections relating to our competitors and any competing products, technologies, or therapies that are or become available;

•

our ability to maintain and establish collaborations or obtain additional funding; and

•

our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel.

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We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this Quarterly Report, particularly in “Risk Factor Summary” below and Part II, Item 1A. “Risk Factors”, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Moreover, we operate in a competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, joint ventures, or investments we may make or enter into.

You should read this Quarterly Report and the documents that we file with the Securities and Exchange Commission, or the SEC, with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this Quarterly Report are made as of the date of this Quarterly Report, and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Unless the context otherwise requires, we use the terms “company,” “we,” “us” and “our” in this Quarterly Report to refer to Schrödinger, Inc. and its consolidated subsidiaries.

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RISK FACTOR SUMMARY

Our business is subject to a number of risks of which you should be aware before making an investment decision. Below we summarize what we believe are the principal risk factors but these risks are not the only ones we face, and you should carefully review and consider the full discussion of our risk factors in the section titled “Risk Factors”, together with the other information in this Quarterly Report.

•

We have a history of significant operating losses, and we expect to incur losses over the next several years.

•

If we are unable to increase sales of our software, or if we and our current and future collaborators are unable to successfully develop and commercialize drug products, our revenues may be insufficient for us to achieve or maintain profitability.

•

Our quarterly and annual results may fluctuate significantly, which could adversely impact the value of our common stock.

•

If our existing customers do not renew their licenses, do not buy additional solutions from us, or renew at lower prices, our business and operating results will suffer.

•

A significant portion of our revenues are generated by sales to life sciences industry customers, and factors that adversely affect this industry could also adversely affect our software sales.

•

The markets in which we participate are highly competitive, and if we do not compete effectively, our business and operating results could be adversely affected.

•

We may never realize a return on our investment of resources and cash in our drug discovery collaborations.

•

Although we believe that our computational platform has the potential to identify more promising molecules than traditional methods and to accelerate drug discovery, our focus on using our platform technology to discover and design molecules with therapeutic potential may not result in the discovery and development of commercially viable products for us or our collaborators.

•

We may not be successful in our efforts to identify, discover or develop product candidates and may fail to capitalize on programs, collaborations, or product candidates that may present a greater commercial opportunity or for which there is a greater likelihood of success.

•

As a company, we do not have any experience in clinical development and have not advanced any product candidates into clinical development.

•

A widespread outbreak of an illness or other health issue, such as the COVID-19 pandemic, could negatively affect various aspects of our business and make it more difficult to meet our obligations to our customers, and could result in reduced demand from our customers as well as delays in our drug discovery and development programs.

•

If we fail to comply with our obligations under our existing license agreements with Columbia University, under any of our other intellectual property licenses, or under any future intellectual property licenses, or otherwise experience disruptions to our business relationships with our current or any future licensors, we could lose intellectual property rights that are important to our business.

•

If we are unable to obtain, maintain, enforce, and protect patent protection for our technology and product candidates or if the scope of the patent protection obtained is not sufficiently broad, our competitors could develop and commercialize technology and products similar or identical to ours, and our ability to successfully develop and commercialize our technology and product candidates may be adversely affected.

•

Our future success depends on our ability to retain key executives and to attract, retain, and motivate qualified personnel.

•

We are pursuing multiple business strategies and expect to expand our development and regulatory capabilities, and as a result, we may encounter difficulties in managing our multiple business units and our growth, which could disrupt our operations.

•

Our actual operating results may differ significantly from our guidance.

•

Our executive officers, directors, and principal stockholders, if they choose to act together, have the ability to significantly influence all matters submitted to stockholders for approval.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

SCHRÖDINGER, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except for share and per share amounts)

Assets	September 30, 2021			December 31, 2020
Current assets:
Cash and cash equivalents	$	160,879		$	202,296
Restricted cash		3,000			500
Marketable securities		436,307			440,395
Accounts receivable, net of allowance for doubtful accounts of $108 and $60		11,352			31,423
Unbilled and other receivables, net for allowance for unbilled receivables of $20 and $0		4,978			3,955
Prepaid expenses		5,509			4,409
Total current assets		622,025			682,978
Property and equipment, net		9,074			5,140
Equity investments		51,087			45,664
Right of use assets		76,459			10,129
Other assets		3,972			2,352
Total assets	$	762,617		$	746,263
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	8,228		$	8,398
Accrued payroll, taxes, and benefits		14,010			12,000
Deferred revenue		43,874			45,403
Lease liabilities		1,978			4,543
Other accrued liabilities		4,826			2,861
Total current liabilities		72,916			73,205
Deferred revenue, long-term		32,444			41,164
Lease liabilities, long-term		77,135			7,221
Other liabilities, long-term		300			654
Total liabilities		182,795			122,244
Commitments and contingencies (Note 5)
Stockholders' equity:
Preferred stock, $0.01 par value. Authorized 10,000,000 shares; zero shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		—			—
Common stock, $0.01 par value. Authorized 500,000,000 shares; 61,703,441 and 60,713,534 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		617			607
Limited common stock, $0.01 par value. Authorized 100,000,000 shares; 9,164,193 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		92			92
Additional paid-in capital		778,292			752,558
Accumulated deficit		(199,239	)		(129,559	)
Accumulated other comprehensive income		44			317
Total stockholders’ equity of Schrödinger stockholders		579,806			624,015
Noncontrolling interest		16			4
Total stockholders’ equity		579,822			624,019
Total liabilities and stockholders’ equity	$	762,617		$	746,263

See accompanying notes to unaudited condensed consolidated financial statements.

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SCHRÖDINGER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except for share and per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Revenues:
Software products and services	$	24,280		$	22,861		$	74,672		$	67,573
Drug discovery		5,570			2,936			17,089			7,490
Total revenues		29,850			25,797			91,761			75,063
Cost of revenues:
Software products and services		6,611			4,334			18,158			12,197
Drug discovery		12,124			6,191			34,344			18,386
Total cost of revenues		18,735			10,525			52,502			30,583
Gross profit		11,115			15,272			39,259			44,480
Operating expenses:
Research and development		23,219			17,019			65,759			47,376
Sales and marketing		5,556			3,969			16,175			13,120
General and administrative		17,014			9,729			46,253			28,316
Total operating expenses		45,789			30,717			128,187			88,812
Loss from operations		(34,674	)		(15,445	)		(88,928	)		(44,332	)
Other (expense) income:
(Loss) gain on equity investments		—			—			(1,781	)		4,156
Change in fair value		(627	)		18,233			19,279			23,513
Interest income		286			463			1,063			1,732
Total other (expense) income		(341	)		18,696			18,561			29,401
(Loss) income before income taxes		(35,015	)		3,251			(70,367	)		(14,931	)
Income tax (benefit) expense		(4	)		(35	)		137			120
Net (loss) income		(35,011	)		3,286			(70,504	)		(15,051	)
Net loss attributable to noncontrolling interest		(4	)		(566	)		(824	)		(1,727	)
Net (loss) income attributable to Schrödinger common and limited common stockholders	$	(35,007	)	$	3,852		$	(69,680	)	$	(13,324	)
Net (loss) income per share attributable to Schrödinger common and limited common stockholders, basic:	$	(0.49	)	$	0.06		$	(0.99	)	$	(0.23	)
Weighted average shares used to compute net (loss) income per share attributable to Schrödinger common and limited common stockholders, basic:		70,784,184			66,339,570			70,481,901			56,802,567

Net (loss) income per share attributable to Schrödinger common and limited common stockholders, diluted:	$	(0.49	)	$	0.05		$	(0.99	)	$	(0.23	)
Weighted average shares used to compute net (loss) income per share attributable to Schrödinger common and limited common stockholders, diluted:		70,784,184			72,693,173			70,481,901			56,802,567

See accompanying notes to unaudited condensed consolidated financial statements.

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SCHRÖDINGER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)

(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Net (loss) income attributable to Schrödinger common and limited common stockholders	$	(35,007	)	$	3,852		$	(69,680	)	$	(13,324	)
Changes in market value of investments, net of tax:
Unrealized (loss) gain on marketable securities		(32	)		(247	)		(273	)		464
Comprehensive (loss) income	$	(35,039	)	$	3,605		$	(69,953	)	$	(12,860	)

See accompanying notes to unaudited condensed consolidated financial statements.

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SCHRÖDINGER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited)

(in thousands, except for share amounts)


																																		Accumulated						Total
	Series E preferred stock				Series D preferred stock				Series C preferred stock				Series B preferred stock				Series A preferred stock				Common stock				Limited common stock				Additional paid-in		Accumulated			other comprehensive			Non controlling			stockholders’ equity
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		capital		deficit			income (loss)			interest			(deficit)
Balance at December 31, 2020		—	$	—		—	$	—		—	$	—		—	$	—		—	$	—		60,713,534	$	607		9,164,193	$	92	$	752,558	$	(129,559	)	$	317		$	4		$	624,019
Change in unrealized loss on marketable securities		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—			(240	)		—			(240	)
Issuances of common stock upon stock option exercise		—		—		—		—		—		—		—		—		—		—		587,141		6		—		—		3,650		—			—			—			3,656
Stock-based compensation		—		—		—		—		—		—		—		—		—		—		—		—		—		—		4,366		—			—			—			4,366
Contributions by non-controlling interest		—		—		—		—		—		—		—		—		—		—		—		—		—		—				—			—			498			498
Net loss		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		(29	)		—			(494	)		(523	)
Balance at March 31, 2021		—		—		—		—		—		—		—		—		—		—		61,300,675		613		9,164,193		92		760,574		(129,588	)		77			8