Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 5-May-14 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'SGEN | ' |
Entity Registrant Name | 'SEATTLE GENETICS INC /WA | ' |
Entity Central Index Key | '0001060736 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 123,146,418 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents | $44,812 | $64,116 |
Short-term investments | 310,546 | 310,151 |
Accounts receivable, net | 37,896 | 29,508 |
Inventories | 29,044 | 27,073 |
Prepaid expenses and other current assets | 7,052 | 6,408 |
Total current assets | 429,350 | 437,256 |
Property and equipment, net | 41,047 | 40,787 |
Other non-current assets | 5,675 | 5,855 |
Total assets | 476,072 | 483,898 |
Liabilities and Stockholders' Equity | ' | ' |
Accounts payable and accrued liabilities | 58,593 | 59,348 |
Current portion of deferred revenue | 40,436 | 39,850 |
Total current liabilities | 99,029 | 99,198 |
Long-term liabilities | ' | ' |
Deferred revenue, less current portion | 140,920 | 149,191 |
Deferred rent and other long-term liabilities | 5,129 | 5,324 |
Total long-term liabilities | 146,049 | 154,515 |
Commitments and contingencies (note 6) | ' | ' |
Stockholders' equity | ' | ' |
Preferred stock, $0.001 par value, 5,000 shares authorized; none issued | 0 | 0 |
Common stock, $0.001 par value, 250,000 shares authorized; 123,117 shares issued and outstanding at March 31, 2014 and 122,615 shares issued and outstanding at December 31, 2013 | 123 | 123 |
Additional paid-in capital | 977,465 | 960,375 |
Accumulated other comprehensive income (loss) | 9 | -11 |
Accumulated deficit | -746,603 | -730,302 |
Total stockholders' equity | 230,994 | 230,185 |
Total liabilities and stockholders' equity | $476,072 | $483,898 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 250,000 | 250,000 |
Common stock, shares issued | 123,117 | 122,615 |
Common stock, shares outstanding | 123,117 | 122,615 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues | ' | ' |
Net product sales | $38,716 | $33,920 |
Collaboration and license agreement revenues | 16,882 | 21,009 |
Royalty revenues | 12,673 | 2,399 |
Total revenues | 68,271 | 57,328 |
Costs and expenses | ' | ' |
Cost of sales | 3,664 | 3,169 |
Cost of royalty revenues | 2,464 | 925 |
Research and development | 54,496 | 47,735 |
Selling, general and administrative | 24,018 | 21,886 |
Total costs and expenses | 84,642 | 73,715 |
Loss from operations | -16,371 | -16,387 |
Investment and other income, net | 70 | 123 |
Net loss | -16,301 | -16,264 |
Net loss per share-basic and diluted | ($0.13) | ($0.14) |
Shares used in computation of net loss per share-basic and diluted | 122,896 | 120,455 |
Comprehensive loss: | ' | ' |
Net loss | -16,301 | -16,264 |
Other comprehensive gain (loss)-unrealized gain (loss) on securities available for sale | 20 | -10 |
Comprehensive loss | ($16,281) | ($16,274) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities | ' | ' |
Net loss | ($16,301) | ($16,264) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' |
Share-based compensation | 9,304 | 6,606 |
Depreciation and amortization | 2,837 | 1,727 |
Amortization of premiums and accretion of discounts | 332 | 774 |
Deferred rent and other long-term liabilities | -195 | -104 |
Changes in operating assets and liabilities | ' | ' |
Accounts receivable, net | -8,388 | -11,278 |
Inventories | -1,971 | 4,015 |
Prepaid expenses and other assets | -654 | -2,940 |
Accounts payable and accrued liabilities | -521 | -10,365 |
Deferred revenue | -7,685 | -2,043 |
Net cash used in operating activities | -23,242 | -29,872 |
Investing activities | ' | ' |
Purchases of securities available for sale | -128,207 | -71,089 |
Proceeds from maturities of securities available for sale | 127,500 | 70,700 |
Purchases of property and equipment | -3,141 | -6,254 |
Net cash used in investing activities | -3,848 | -6,643 |
Financing activities | ' | ' |
Proceeds from exercise of stock options and employee stock purchase plan | 7,786 | 16,786 |
Net cash provided by financing activities | 7,786 | 16,786 |
Net decrease in cash and cash equivalents | -19,304 | -19,729 |
Cash and cash equivalents at beginning of period | 64,116 | 54,663 |
Cash and cash equivalents at end of period | $44,812 | $34,934 |
Basis_of_Presentation_and_Summ
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Accounting Policies [Abstract] | ' | |||
Basis of Presentation and Summary of Significant Accounting Policies | ' | |||
1. Basis of presentation and summary of significant accounting policies | ||||
Basis of presentation | ||||
The accompanying unaudited condensed consolidated financial statements reflect the accounts of Seattle Genetics, Inc. and its wholly-owned subsidiary, Seattle Genetics UK, Ltd. (collectively “Seattle Genetics” or the “Company”). The condensed consolidated balance sheet data as of December 31, 2013 were derived from audited financial statements not included in this quarterly report on Form 10-Q. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or SEC, and generally accepted accounting principles in the United States of America, or GAAP, for unaudited condensed consolidated financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the Company’s financial position and results of its operations, as of and for the periods presented. Management has determined that the Company operates in one segment: the development and sale of pharmaceutical products on its own behalf or in collaboration with others. | ||||
Unless indicated otherwise, all amounts presented in financial tables are presented in thousands, except for per share and par value amounts. | ||||
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC. | ||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The results of the Company’s operations for the three month period ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year. | ||||
Non-cash investing activities | ||||
Accrued capital expenditures have been treated as a non-cash investing activity and, accordingly, have not been included in the statement of cash flows. | ||||
Revenue recognition | ||||
The Company’s revenues are comprised of ADCETRIS® net product sales, amounts earned under its collaboration and licensing agreements and royalties. Revenue recognition is predicated upon persuasive evidence of an agreement existing, delivery of products or services being rendered, amounts payable being fixed or determinable, and collectibility being reasonably assured. | ||||
Net product sales | ||||
The Company sells ADCETRIS through a limited number of pharmaceutical distributors in the U.S. and Canada. Customers order ADCETRIS through these distributors and the Company typically ships product directly to the customer. The Company records product sales when title and risk of loss pass, which generally occurs upon delivery of the product to the customer. Product sales are recorded net of estimated government-mandated rebates and chargebacks, distribution fees, estimated product returns and other deductions. Accruals are established for these deductions and actual amounts incurred are offset against applicable accruals. The Company reflects these accruals as either a reduction in the related account receivable from the distributor, or as an accrued liability depending on the nature of the sales deduction. Sales deductions are based on management’s estimates that consider payer mix in target markets, industry benchmarks and experience to date. These estimates involve a substantial degree of judgment. | ||||
Government-mandated rebates and chargebacks: The Company has entered into a Medicaid Drug Rebate Agreement, or MDRA, with the Centers for Medicare & Medicaid Services. This agreement provides for a rebate to participating states based on covered purchases of ADCETRIS. Medicaid rebates are invoiced to the Company by participating states. The Company estimates Medicaid rebates based on a third party study of the payer mix for ADCETRIS, information on utilization by Medicaid-eligible patients who received assistance through SeaGen Secure®, the Company’s patient assistance program, and experience to date. The Company has also completed a Federal Supply Schedule, or FSS, agreement under which certain U.S. government purchasers receive a discount on eligible purchases of ADCETRIS. The Company has entered into a Pharmaceutical Pricing Agreement with the Secretary of Health and Human Services, which enables certain entities that qualify for government pricing under the Public Health Services Act, or PHS, to receive discounts on their qualified purchases of ADCETRIS. Under these agreements, distributors process a chargeback to the Company for the difference between wholesale acquisition cost and the applicable discounted price. As a result of the Company’s direct-ship distribution model, it can determine the entities purchasing ADCETRIS and this information enables the Company to estimate expected chargebacks for FSS and PHS purchases based on each entity’s eligibility for the FSS and PHS programs. The Company also reviews historical rebate and chargeback information to further refine these estimates. | ||||
Distribution fees, product returns and other deductions: The Company’s distributors charge a fee for distribution services that they perform on behalf of the Company which is determined based on sales volume to each distributor. The Company allows for the return of product that is within 30 days of its expiration date or that is damaged. The Company estimates product returns based on its experience to date. In addition, the Company considers its direct-ship distribution model, its belief that product is typically not held in the distribution channel, and the expected rapid use of the product by healthcare providers. The Company provides financial assistance to qualifying patients that are underinsured or cannot cover the cost of commercial coinsurance amounts through SeaGen Secure. SeaGen Secure is available to patients in the U.S. and its territories who meet various financial and treatment need criteria. Estimated contributions for commercial coinsurance under SeaGen Secure are deducted from gross sales and are based on an analysis of expected plan utilization. These estimates are adjusted as necessary to reflect the Company’s actual experience. | ||||
Collaboration and license agreement revenues | ||||
The Company has developed a proprietary technology for linking cytotoxic agents to monoclonal antibodies called antibody-drug conjugates, or ADCs. This proprietary technology is the basis of ADC collaborations that the Company has entered into in the ordinary course of its business with a number of biotechnology and pharmaceutical companies. Under these ADC collaboration agreements, the Company grants its collaborators research and commercial licenses to the Company’s technology and provides technology transfer services, technical advice, supplies and services for a period of time. | ||||
If there are continuing performance obligations, the Company uses a time-based proportional performance model to recognize revenue over the Company’s performance period for the related agreement. Collaboration and license agreements are evaluated to determine whether the multiple elements and associated deliverables can be considered separate units of accounting. To date, the pre-commercial deliverables under the Company’s collaboration and license agreements have not qualified as separate units of accounting. The assessment of multiple element arrangements requires judgment in order to determine the appropriate point in time, or period of time, that revenue should be recognized. The Company believes that the development period used in each agreement is a reasonable estimate of the performance obligation period of such agreement. Accordingly, all amounts received or due, including any upfront payments, maintenance fees, development and regulatory milestone payments and reimbursement payments, are recognized as revenue over the performance obligation periods of each agreement, which range from two to fourteen years for the Company’s current agreements. When no performance obligations are required of the Company, or following the completion of the performance obligation period, such amounts are recognized as revenue when collectibility is reasonably assured. Generally, all amounts received or due other than sales-based milestones and royalties are classified as collaboration and license agreement revenues as they are earned. Sales-based milestones and royalties are recognized as royalty revenue as they are reported to the Company. | ||||
The Company’s collaboration and license agreements include contractual milestones. Generally, the milestone events contained in the Company’s collaboration and license agreements coincide with the progression of the collaborators’ product candidates from development to regulatory approval and then to commercialization and fall into the following categories. | ||||
Development milestones in the Company’s collaborations may include the following types of events: | ||||
• | Designation of a product candidate or initiation of preclinical studies. The Company’s collaborators must undertake significant preclinical research and studies to make a determination of the suitability of a product candidate and the time from those studies or designation to initiation of a clinical trial may take several years. | |||
• | Initiation of a phase 1 clinical trial. Generally, phase 1 clinical trials may take one to two years to complete. | |||
• | Initiation of a phase 2 clinical trial. Generally, phase 2 clinical trials may take one to three years to complete. | |||
• | Initiation of a phase 3 clinical trial. Generally, phase 3 clinical trials may take two to six years to complete. | |||
Regulatory milestones in the Company’s collaborations may include the following types of events: | ||||
• | Filing of regulatory applications for marketing approval such as a Biologics License Application in the United States or a Marketing Authorization Application in Europe. Generally, it may take up to twelve months to prepare and submit regulatory filings. | |||
• | Receiving marketing approval in a major market, such as in the United States, Europe, Japan or other significant countries. Generally it may take up to three years after a marketing application is submitted to obtain full approval for marketing and pricing from the applicable regulatory agency. | |||
Commercialization milestones in the Company’s collaborations may include the following types of events: | ||||
• | First commercial sale in a particular market, such as in the United States, Europe, Japan or other significant countries. | |||
• | Product sales in excess of a pre-specified threshold. The amount of time to achieve this type of milestone depends on several factors, including, but not limited to, the dollar amount of the threshold, the pricing of the product, market penetration of the product and the rate at which customers begin using the product. | |||
The Company’s ADC collaborators are solely responsible for the development of their product candidates and the achievement of development, regulatory and commercial milestones in any of the categories identified above is based solely on the collaborators’ efforts. | ||||
In the case of the Company’s ADCETRIS collaboration with Takeda Pharmaceutical Company Limited (“Takeda”), the Company may be involved in certain development activities; however, the achievement of milestone events under the agreement is based on activities undertaken by Takeda. | ||||
The process of successfully developing a product candidate, obtaining regulatory approval and ultimately commercializing a product candidate is highly uncertain and the attainment of any milestones is therefore uncertain and difficult to predict. In addition, since the Company does not take a substantive role or control the research, development or commercialization of any products generated by its ADC collaborators, the Company is not able to reasonably estimate when, if at all, any milestone payments or royalties may be payable to the Company by its ADC collaborators. As such, the milestone payments associated with its ADC collaborations involve a substantial degree of uncertainty and risk that they may never be received. Similarly, even in those collaborations where the Company may have an active role in the development of the product candidate, such as the Company’s ADCETRIS collaboration with Takeda, the attainment of a milestone is based on the collaborator’s activities and is generally outside the direction and control of the Company. | ||||
The Company generally invoices its collaborators and licensees on a monthly or quarterly basis, or upon the completion of the effort or achievement of a milestone, based on the terms of each agreement. Deferred revenue arises from amounts received in advance of the culmination of the earnings process and is recognized as revenue in future periods when the applicable revenue recognition criteria have been met. Deferred revenue expected to be recognized within the next twelve months is classified as a current liability. | ||||
Royalty revenues and cost of royalty revenues | ||||
Royalty revenues primarily reflect amounts earned under the ADCETRIS collaboration with Takeda. These royalties include commercial sales-based milestones and sales royalties, which are based on a percentage of Takeda’s net sales at rates that range from the mid-teens to the mid-twenties based on sales volume. Takeda bears a portion of third-party royalty costs owed on its sales of ADCETRIS. This amount is included in royalty revenue in the Company’s consolidated financial statements. Cost of royalty revenues reflects amounts owed to the Company’s third party licensors related to Takeda’s sales of ADCETRIS. These amounts are recognized in the quarter in which Takeda reports its sales activity to the Company, which is the quarter following the related sales. | ||||
Recent Accounting Pronouncements | ||||
In July 2013, the FASB issued “ASU 2013-11 Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” that provides for disclosure requirements related to unrecognized tax benefits in certain situations. The Company adopted this standard in the first quarter of 2014 and its adoption did not impact the Company’s consolidated financial statements. | ||||
Net_Loss_Per_Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2014 | |
Earnings Per Share [Abstract] | ' |
Net Loss Per Share | ' |
2. Net loss per share | |
Basic and diluted net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. The Company excluded all restricted stock units and options to purchase common stock from the calculation of diluted net loss per share as such securities are anti-dilutive for all periods presented. The weighted-average number of restricted stock units and options to purchase common stock that have been excluded from the number of shares used to calculate basic and diluted net loss per share totaled 11,653,000 and 12,246,000 for the three months ended March 31, 2014 and 2013, respectively. | |
ShortTerm_Investments
Short-Term Investments | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Investments Debt And Equity Securities [Abstract] | ' | ||||||||||||||||
Short-Term Investments | ' | ||||||||||||||||
3. Short-term Investments | |||||||||||||||||
Short-term investments consisted of available-for-sale securities as follows (in thousands): | |||||||||||||||||
Amortized | Gross | Gross | Fair | ||||||||||||||
cost | unrealized | unrealized | value | ||||||||||||||
gains | losses | ||||||||||||||||
March 31, 2014 | |||||||||||||||||
U.S. Treasury securities | $ | 310,537 | $ | 15 | $ | (6 | ) | $ | 310,546 | ||||||||
Contractual Maturities | |||||||||||||||||
Due in one year or less | $ | 310,537 | $ | 310,546 | |||||||||||||
Amortized | Gross | Gross | Fair | ||||||||||||||
cost | unrealized | unrealized | value | ||||||||||||||
gains | losses | ||||||||||||||||
December 31, 2013 | |||||||||||||||||
U.S. Treasury securities | $ | 310,162 | $ | 7 | $ | (18 | ) | $ | 310,151 | ||||||||
Contractual Maturities | |||||||||||||||||
Due in one year or less | $ | 310,162 | $ | 310,151 | |||||||||||||
The aggregate estimated fair value of the Company’s investments with unrealized losses was as follows (in thousands): | |||||||||||||||||
Period of continuous unrealized loss | |||||||||||||||||
12 Months or less | Greater than 12 months | ||||||||||||||||
Fair | Gross | Fair | Gross | ||||||||||||||
value | unrealized | value | unrealized | ||||||||||||||
losses | losses | ||||||||||||||||
March 31, 2014 | |||||||||||||||||
U.S. Treasury securities | $ | 65,056 | $ | (6 | ) | $ | NA | $ | NA | ||||||||
December 31, 2013 | |||||||||||||||||
U.S. Treasury securities | $ | 188,599 | $ | (18 | ) | $ | NA | $ | NA | ||||||||
Fair_Value
Fair Value | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value | ' | ||||||||||||||||
4. Fair Value | |||||||||||||||||
The Company holds short-term available-for-sale securities that are measured at fair value which is determined on a recurring basis according to a fair value hierarchy that prioritizes the inputs and assumptions used, and the valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows: | |||||||||||||||||
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 in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. | ||||||||||||||||
Level 3: | Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. | ||||||||||||||||
The determination of a financial instrument’s level within the fair value hierarchy is based on an assessment of the lowest level of any input that is significant to the fair value measurement. The Company considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. | |||||||||||||||||
Level 1 investments, which include investments that are valued based on quoted market prices in active markets, consisted of U.S. Treasury securities. The Company did not hold any Level 2 or 3 investments as of March 31, 2014 or December 31, 2013 and did not transfer any investments between Levels 1, 2 and 3 during the three month period ended March 31, 2014. | |||||||||||||||||
The following table presents the Company’s financial assets by level within the fair value hierarchy for the periods presented (in thousands): | |||||||||||||||||
Fair value measurement using: | |||||||||||||||||
Quoted prices | Other | Significant | Total | ||||||||||||||
in active | observable | unobservable | |||||||||||||||
markets for | inputs | inputs | |||||||||||||||
identical | (Level 2) | (Level 3) | |||||||||||||||
assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
As of March 31, 2014 | |||||||||||||||||
Short-term investments—U.S. Treasury securities | $ | 310,546 | $ | 0 | $ | 0 | $ | 310,546 | |||||||||
Fair value measurement using: | |||||||||||||||||
Quoted prices | Other | Significant | Total | ||||||||||||||
in active | observable | unobservable | |||||||||||||||
markets for | inputs | inputs | |||||||||||||||
identical | (Level 2) | (Level 3) | |||||||||||||||
assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Short-term investments—U.S. Treasury securities | $ | 310,151 | $ | 0 | $ | 0 | $ | 310,151 | |||||||||
Inventories
Inventories | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
5. Inventories | |||||||||
The following table presents the Company’s inventories of ADCETRIS (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 25,619 | $ | 25,386 | |||||
Work in process | 1,313 | 431 | |||||||
Finished goods | 2,112 | 1,256 | |||||||
Total | $ | 29,044 | $ | 27,073 | |||||
The Company capitalizes ADCETRIS inventory costs. ADCETRIS inventory that is deployed into clinical, research or development use is charged to research and development expense when it is no longer available for use in commercial sales. The Company does not capitalize manufacturing costs for any of its other product candidates. |
Legal_Matters
Legal Matters | 3 Months Ended |
Mar. 31, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Legal Matters | ' |
6. Legal Matters | |
In the normal course of its business, the Company may become involved in various legal proceedings. The Company does not expect any current legal proceedings to have a material adverse effect on the Company’s business. Legal fees incurred as a result of our involvement in legal proceedings are expensed as incurred. | |
On March 31, 2014, Arizona State University and related entities, or Arizona State, filed a patent infringement lawsuit against the Company concerning a U.S. patent licensed from Arizona State. The Company believes that it has meritorious defenses to Arizona State’s claims. At this time, the Company does not believe that a loss is probable and does not have a reasonable basis on which to develop a range of potential loss in the event of an unfavorable outcome in this dispute. While the Company believes a loss is not probable, it is possible that a liability could be incurred in the future. |
Basis_of_Presentation_and_Summ1
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Accounting Policies [Abstract] | ' | |||
Basis of Presentation | ' | |||
Basis of presentation | ||||
The accompanying unaudited condensed consolidated financial statements reflect the accounts of Seattle Genetics, Inc. and its wholly-owned subsidiary, Seattle Genetics UK, Ltd. (collectively “Seattle Genetics” or the “Company”). The condensed consolidated balance sheet data as of December 31, 2013 were derived from audited financial statements not included in this quarterly report on Form 10-Q. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or SEC, and generally accepted accounting principles in the United States of America, or GAAP, for unaudited condensed consolidated financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the Company’s financial position and results of its operations, as of and for the periods presented. Management has determined that the Company operates in one segment: the development and sale of pharmaceutical products on its own behalf or in collaboration with others. | ||||
Unless indicated otherwise, all amounts presented in financial tables are presented in thousands, except for per share and par value amounts. | ||||
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC. | ||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The results of the Company’s operations for the three month period ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year. | ||||
Non-Cash Investing Activities | ' | |||
Non-cash investing activities | ||||
Accrued capital expenditures have been treated as a non-cash investing activity and, accordingly, have not been included in the statement of cash flows. | ||||
Revenue Recognition | ' | |||
Revenue recognition | ||||
The Company’s revenues are comprised of ADCETRIS® net product sales, amounts earned under its collaboration and licensing agreements and royalties. Revenue recognition is predicated upon persuasive evidence of an agreement existing, delivery of products or services being rendered, amounts payable being fixed or determinable, and collectibility being reasonably assured. | ||||
Net product sales | ||||
The Company sells ADCETRIS through a limited number of pharmaceutical distributors in the U.S. and Canada. Customers order ADCETRIS through these distributors and the Company typically ships product directly to the customer. The Company records product sales when title and risk of loss pass, which generally occurs upon delivery of the product to the customer. Product sales are recorded net of estimated government-mandated rebates and chargebacks, distribution fees, estimated product returns and other deductions. Accruals are established for these deductions and actual amounts incurred are offset against applicable accruals. The Company reflects these accruals as either a reduction in the related account receivable from the distributor, or as an accrued liability depending on the nature of the sales deduction. Sales deductions are based on management’s estimates that consider payer mix in target markets, industry benchmarks and experience to date. These estimates involve a substantial degree of judgment. | ||||
Government-mandated rebates and chargebacks: The Company has entered into a Medicaid Drug Rebate Agreement, or MDRA, with the Centers for Medicare & Medicaid Services. This agreement provides for a rebate to participating states based on covered purchases of ADCETRIS. Medicaid rebates are invoiced to the Company by participating states. The Company estimates Medicaid rebates based on a third party study of the payer mix for ADCETRIS, information on utilization by Medicaid-eligible patients who received assistance through SeaGen Secure®, the Company’s patient assistance program, and experience to date. The Company has also completed a Federal Supply Schedule, or FSS, agreement under which certain U.S. government purchasers receive a discount on eligible purchases of ADCETRIS. The Company has entered into a Pharmaceutical Pricing Agreement with the Secretary of Health and Human Services, which enables certain entities that qualify for government pricing under the Public Health Services Act, or PHS, to receive discounts on their qualified purchases of ADCETRIS. Under these agreements, distributors process a chargeback to the Company for the difference between wholesale acquisition cost and the applicable discounted price. As a result of the Company’s direct-ship distribution model, it can determine the entities purchasing ADCETRIS and this information enables the Company to estimate expected chargebacks for FSS and PHS purchases based on each entity’s eligibility for the FSS and PHS programs. The Company also reviews historical rebate and chargeback information to further refine these estimates. | ||||
Distribution fees, product returns and other deductions: The Company’s distributors charge a fee for distribution services that they perform on behalf of the Company which is determined based on sales volume to each distributor. The Company allows for the return of product that is within 30 days of its expiration date or that is damaged. The Company estimates product returns based on its experience to date. In addition, the Company considers its direct-ship distribution model, its belief that product is typically not held in the distribution channel, and the expected rapid use of the product by healthcare providers. The Company provides financial assistance to qualifying patients that are underinsured or cannot cover the cost of commercial coinsurance amounts through SeaGen Secure. SeaGen Secure is available to patients in the U.S. and its territories who meet various financial and treatment need criteria. Estimated contributions for commercial coinsurance under SeaGen Secure are deducted from gross sales and are based on an analysis of expected plan utilization. These estimates are adjusted as necessary to reflect the Company’s actual experience. | ||||
Collaboration and license agreement revenues | ||||
The Company has developed a proprietary technology for linking cytotoxic agents to monoclonal antibodies called antibody-drug conjugates, or ADCs. This proprietary technology is the basis of ADC collaborations that the Company has entered into in the ordinary course of its business with a number of biotechnology and pharmaceutical companies. Under these ADC collaboration agreements, the Company grants its collaborators research and commercial licenses to the Company’s technology and provides technology transfer services, technical advice, supplies and services for a period of time. | ||||
If there are continuing performance obligations, the Company uses a time-based proportional performance model to recognize revenue over the Company’s performance period for the related agreement. Collaboration and license agreements are evaluated to determine whether the multiple elements and associated deliverables can be considered separate units of accounting. To date, the pre-commercial deliverables under the Company’s collaboration and license agreements have not qualified as separate units of accounting. The assessment of multiple element arrangements requires judgment in order to determine the appropriate point in time, or period of time, that revenue should be recognized. The Company believes that the development period used in each agreement is a reasonable estimate of the performance obligation period of such agreement. Accordingly, all amounts received or due, including any upfront payments, maintenance fees, development and regulatory milestone payments and reimbursement payments, are recognized as revenue over the performance obligation periods of each agreement, which range from two to fourteen years for the Company’s current agreements. When no performance obligations are required of the Company, or following the completion of the performance obligation period, such amounts are recognized as revenue when collectibility is reasonably assured. Generally, all amounts received or due other than sales-based milestones and royalties are classified as collaboration and license agreement revenues as they are earned. Sales-based milestones and royalties are recognized as royalty revenue as they are reported to the Company. | ||||
The Company’s collaboration and license agreements include contractual milestones. Generally, the milestone events contained in the Company’s collaboration and license agreements coincide with the progression of the collaborators’ product candidates from development to regulatory approval and then to commercialization and fall into the following categories. | ||||
Development milestones in the Company’s collaborations may include the following types of events: | ||||
• | Designation of a product candidate or initiation of preclinical studies. The Company’s collaborators must undertake significant preclinical research and studies to make a determination of the suitability of a product candidate and the time from those studies or designation to initiation of a clinical trial may take several years. | |||
• | Initiation of a phase 1 clinical trial. Generally, phase 1 clinical trials may take one to two years to complete. | |||
• | Initiation of a phase 2 clinical trial. Generally, phase 2 clinical trials may take one to three years to complete. | |||
• | Initiation of a phase 3 clinical trial. Generally, phase 3 clinical trials may take two to six years to complete. | |||
Regulatory milestones in the Company’s collaborations may include the following types of events: | ||||
• | Filing of regulatory applications for marketing approval such as a Biologics License Application in the United States or a Marketing Authorization Application in Europe. Generally, it may take up to twelve months to prepare and submit regulatory filings. | |||
• | Receiving marketing approval in a major market, such as in the United States, Europe, Japan or other significant countries. Generally it may take up to three years after a marketing application is submitted to obtain full approval for marketing and pricing from the applicable regulatory agency. | |||
Commercialization milestones in the Company’s collaborations may include the following types of events: | ||||
• | First commercial sale in a particular market, such as in the United States, Europe, Japan or other significant countries. | |||
• | Product sales in excess of a pre-specified threshold. The amount of time to achieve this type of milestone depends on several factors, including, but not limited to, the dollar amount of the threshold, the pricing of the product, market penetration of the product and the rate at which customers begin using the product. | |||
The Company’s ADC collaborators are solely responsible for the development of their product candidates and the achievement of development, regulatory and commercial milestones in any of the categories identified above is based solely on the collaborators’ efforts. | ||||
In the case of the Company’s ADCETRIS collaboration with Takeda Pharmaceutical Company Limited (“Takeda”), the Company may be involved in certain development activities; however, the achievement of milestone events under the agreement is based on activities undertaken by Takeda. | ||||
The process of successfully developing a product candidate, obtaining regulatory approval and ultimately commercializing a product candidate is highly uncertain and the attainment of any milestones is therefore uncertain and difficult to predict. In addition, since the Company does not take a substantive role or control the research, development or commercialization of any products generated by its ADC collaborators, the Company is not able to reasonably estimate when, if at all, any milestone payments or royalties may be payable to the Company by its ADC collaborators. As such, the milestone payments associated with its ADC collaborations involve a substantial degree of uncertainty and risk that they may never be received. Similarly, even in those collaborations where the Company may have an active role in the development of the product candidate, such as the Company’s ADCETRIS collaboration with Takeda, the attainment of a milestone is based on the collaborator’s activities and is generally outside the direction and control of the Company. | ||||
The Company generally invoices its collaborators and licensees on a monthly or quarterly basis, or upon the completion of the effort or achievement of a milestone, based on the terms of each agreement. Deferred revenue arises from amounts received in advance of the culmination of the earnings process and is recognized as revenue in future periods when the applicable revenue recognition criteria have been met. Deferred revenue expected to be recognized within the next twelve months is classified as a current liability. | ||||
Royalty revenues and cost of royalty revenues | ||||
Royalty revenues primarily reflect amounts earned under the ADCETRIS collaboration with Takeda. These royalties include commercial sales-based milestones and sales royalties, which are based on a percentage of Takeda’s net sales at rates that range from the mid-teens to the mid-twenties based on sales volume. Takeda bears a portion of third-party royalty costs owed on its sales of ADCETRIS. This amount is included in royalty revenue in the Company’s consolidated financial statements. Cost of royalty revenues reflects amounts owed to the Company’s third party licensors related to Takeda’s sales of ADCETRIS. These amounts are recognized in the quarter in which Takeda reports its sales activity to the Company, which is the quarter following the related sales. | ||||
Recent Accounting Pronouncements | ' | |||
Recent Accounting Pronouncements | ||||
In July 2013, the FASB issued “ASU 2013-11 Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” that provides for disclosure requirements related to unrecognized tax benefits in certain situations. The Company adopted this standard in the first quarter of 2014 and its adoption did not impact the Company’s consolidated financial statements. |
ShortTerm_Investments_Tables
Short-Term Investments (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Investments Debt And Equity Securities [Abstract] | ' | ||||||||||||||||
Available-for-Sale Securities | ' | ||||||||||||||||
Short-term investments consisted of available-for-sale securities as follows (in thousands): | |||||||||||||||||
Amortized | Gross | Gross | Fair | ||||||||||||||
cost | unrealized | unrealized | value | ||||||||||||||
gains | losses | ||||||||||||||||
March 31, 2014 | |||||||||||||||||
U.S. Treasury securities | $ | 310,537 | $ | 15 | $ | (6 | ) | $ | 310,546 | ||||||||
Contractual Maturities | |||||||||||||||||
Due in one year or less | $ | 310,537 | $ | 310,546 | |||||||||||||
Amortized | Gross | Gross | Fair | ||||||||||||||
cost | unrealized | unrealized | value | ||||||||||||||
gains | losses | ||||||||||||||||
December 31, 2013 | |||||||||||||||||
U.S. Treasury securities | $ | 310,162 | $ | 7 | $ | (18 | ) | $ | 310,151 | ||||||||
Contractual Maturities | |||||||||||||||||
Due in one year or less | $ | 310,162 | $ | 310,151 | |||||||||||||
Estimated Fair Value of Investments with Unrealized Losses | ' | ||||||||||||||||
The aggregate estimated fair value of the Company’s investments with unrealized losses was as follows (in thousands): | |||||||||||||||||
Period of continuous unrealized loss | |||||||||||||||||
12 Months or less | Greater than 12 months | ||||||||||||||||
Fair | Gross | Fair | Gross | ||||||||||||||
value | unrealized | value | unrealized | ||||||||||||||
losses | losses | ||||||||||||||||
March 31, 2014 | |||||||||||||||||
U.S. Treasury securities | $ | 65,056 | $ | (6 | ) | $ | NA | $ | NA | ||||||||
December 31, 2013 | |||||||||||||||||
U.S. Treasury securities | $ | 188,599 | $ | (18 | ) | $ | NA | $ | NA | ||||||||
Fair_Value_Tables
Fair Value (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of Financial Assets by Level within Fair Value Hierarchy | ' | ||||||||||||||||
The following table presents the Company’s financial assets by level within the fair value hierarchy for the periods presented (in thousands): | |||||||||||||||||
Fair value measurement using: | |||||||||||||||||
Quoted prices | Other | Significant | Total | ||||||||||||||
in active | observable | unobservable | |||||||||||||||
markets for | inputs | inputs | |||||||||||||||
identical | (Level 2) | (Level 3) | |||||||||||||||
assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
As of March 31, 2014 | |||||||||||||||||
Short-term investments—U.S. Treasury securities | $ | 310,546 | $ | 0 | $ | 0 | $ | 310,546 | |||||||||
Fair value measurement using: | |||||||||||||||||
Quoted prices | Other | Significant | Total | ||||||||||||||
in active | observable | unobservable | |||||||||||||||
markets for | inputs | inputs | |||||||||||||||
identical | (Level 2) | (Level 3) | |||||||||||||||
assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Short-term investments—U.S. Treasury securities | $ | 310,151 | $ | 0 | $ | 0 | $ | 310,151 | |||||||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventories | ' | ||||||||
The following table presents the Company’s inventories of ADCETRIS (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 25,619 | $ | 25,386 | |||||
Work in process | 1,313 | 431 | |||||||
Finished goods | 2,112 | 1,256 | |||||||
Total | $ | 29,044 | $ | 27,073 | |||||
Basis_of_Presentation_and_Summ2
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Segment | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ' |
Number of reporting segment operated | 1 |
Number of days allowed to the customer to return product for expiration | '30 days |
Collaboration and license agreement revenues [Member] | Minimum [Member] | ' |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ' |
Performance obligation periods of each agreement, years | '2 years |
Collaboration and license agreement revenues [Member] | Maximum [Member] | ' |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ' |
Performance obligation periods of each agreement, years | '14 years |
Net_Loss_Per_Share_Additional_
Net Loss Per Share - Additional Information (Detail) (Restricted stock units and options [Member]) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Restricted stock units and options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Weighted-average shares that have been excluded from the number of shares used to calculate basic and diluted net loss per share | 11,653,000 | 12,246,000 |
ShortTerm_Investments_Availabl
Short-Term Investments - Available-for-Sale Securities (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Contractual Maturities, Due in one year or less, Amortized cost | $310,537 | $310,162 |
Contractual Maturities, Due in one year or less, Fair value | 310,546 | 310,151 |
U.S. Treasury securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale securities, Amortized cost | 310,537 | 310,162 |
Available-for-sale securities, Gross unrealized gains | 15 | 7 |
Available-for-sale securities, Gross unrealized losses | -6 | -18 |
Available-for-sale securities, Fair value | $310,546 | $310,151 |
ShortTerm_Investments_Estimate
Short-Term Investments - Estimated Fair Value of Investments with Unrealized Losses (Detail) (U.S. Treasury securities [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
U.S. Treasury securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale securities, Period of continuous unrealized loss, 12 Months or less, Fair value | $65,056 | $188,599 |
Available-for-sale securities, Period of continuous unrealized loss, 12 Months or less, Gross unrealized losses | -6 | -18 |
Available-for-sale securities, Period of continuous unrealized loss, Greater than 12 months, Fair value | ' | ' |
Available-for-sale securities, Period of continuous unrealized loss, Greater than 12 months, Gross unrealized losses | ' | ' |
Fair_Value_Additional_Informat
Fair Value - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Investment | |
Fair Value Disclosures [Abstract] | ' |
Transfer of investments between Levels 1, 2 and 3 | 0 |
Fair_Value_Schedule_of_Financi
Fair Value - Schedule of Financial Assets by Level within Fair Value Hierarchy (Detail) (U.S. Treasury securities [Member], Short-term investments [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Investments | $310,546 | $310,151 |
Quoted prices in active markets for identical assets (Level 1) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Investments | 310,546 | 310,151 |
Other observable inputs (Level 2) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Investments | 0 | 0 |
Significant unobservable inputs (Level 3) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Investments | $0 | $0 |
Inventories_Schedule_of_Invent
Inventories - Schedule of Inventories (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $25,619 | $25,386 |
Work in process | 1,313 | 431 |
Finished goods | 2,112 | 1,256 |
Total | $29,044 | $27,073 |