Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 31, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36065 | |
Entity Registrant Name | ACCELERON PHARMA INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0072226 | |
Entity Address, Address Line One | 128 Sidney Street | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | 617 | |
Local Phone Number | 649-9200 | |
Title of 12(b) Security | Common Stock, $0.001 per share | |
Trading Symbol | XLRN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 59,896,848 | |
Entity Central Index Key | 0001280600 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 283,521 | $ 237,677 |
Collaboration receivables (all amounts are with a related party) | 39,752 | 8,547 |
Prepaid expenses and other current assets | 19,388 | 10,000 |
Short-term investments | 106,289 | 193,692 |
Total current assets | 448,950 | 449,916 |
Property and equipment, net | 7,671 | 6,812 |
Operating lease - right of use asset, net | 21,116 | 23,908 |
Other assets | 1,698 | 1,793 |
Long-term investments | 0 | 22,477 |
Total assets | 479,435 | 504,906 |
Current liabilities: | ||
Accounts payable | 12,927 | 2,295 |
Accrued expenses | 17,966 | 24,895 |
Operating lease liability - right of use | 6,467 | 6,183 |
Total current liabilities | 37,360 | 33,373 |
Operating lease liability - right of use, net of current portion | 16,940 | 20,201 |
Warrants to purchase common stock | 3,516 | 1,856 |
Total liabilities | 57,816 | 55,430 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value: 175,000,000 shares authorized; 54,166,712 and 53,123,567 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 54 | 53 |
Additional paid-in capital | 1,202,445 | 1,160,807 |
Accumulated deficit | (780,797) | (711,407) |
Accumulated other comprehensive (loss) income | (83) | 23 |
Total stockholders’ equity | 421,619 | 449,476 |
Total liabilities and stockholders’ equity | $ 479,435 | $ 504,906 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 175,000,000 | 175,000,000 |
Common stock, shares issued (in shares) | 54,166,712 | 53,123,567 |
Common stock, shares outstanding (in shares) | 54,166,712 | 53,123,567 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Collaboration revenue: | ||||
Revenues | $ 39,752 | $ 27,666 | $ 44,096 | $ 30,447 |
Costs and expenses: | ||||
Research and development | 38,251 | 34,765 | 75,917 | 67,536 |
Selling, general and administrative | 20,414 | 14,037 | 38,663 | 24,851 |
Total costs and expenses | 58,665 | 48,802 | 114,580 | 92,387 |
Loss from operations | (18,913) | (21,136) | (70,484) | (61,940) |
Other income, net | 466 | 3,230 | 1,113 | 6,003 |
Loss before income taxes | (18,447) | (17,906) | (69,371) | (55,937) |
Income tax (provision) benefit | (4) | 44 | (20) | 24 |
Net loss | (18,451) | (17,862) | (69,391) | (55,913) |
Other comprehensive (loss) income: | ||||
Net unrealized holding gains (losses) on short-term and long-term investments during the period, net of tax | 161 | 452 | (106) | 721 |
Comprehensive loss | $ (18,290) | $ (17,410) | $ (69,497) | $ (55,192) |
Net loss per share- basic and diluted (in dollars per share) | $ (0.34) | $ (0.34) | $ (1.29) | $ (1.08) |
Weighted-average number of common shares used in computing net loss per share- basic and diluted (in shares) | 53,860 | 52,689 | 53,610 | 51,912 |
Milestone | ||||
Collaboration revenue: | ||||
Revenues | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 |
Cost-sharing, net | ||||
Collaboration revenue: | ||||
Revenues | 3,678 | 2,666 | 6,502 | 5,447 |
Royalty | ||||
Collaboration revenue: | ||||
Revenues | $ 11,074 | $ 0 | $ 12,594 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Comprehensive Income (Loss) |
Stockholders' equity beginning balance (in shares) at Dec. 31, 2018 | 46,260,747 | ||||
Stockholders' equity beginning balance at Dec. 31, 2018 | $ 292,037 | $ 47 | $ 879,099 | $ (586,549) | $ (560) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 6,992 | 6,992 | |||
Issuance of common stock, net of expense (in shares) | 6,151,163 | ||||
Issuance of common stock, net of expense | 248,130 | $ 6 | 248,124 | ||
Exercise of stock options (in shares) | 35,919 | ||||
Exercise of stock options | 766 | 766 | |||
Vesting of restricted stock units, net of shares withheld for taxes (in shares) | 75,028 | ||||
Vesting of restricted stock units, net of shares withheld for taxes | (393) | (393) | |||
Issuance of common stock related to ESPP (in shares) | 19,661 | ||||
Issuance of common stock related to ESPP | 788 | 788 | |||
Unrealized loss on available-for-sale securities, net of tax | 268 | 268 | |||
Net loss | (38,053) | (38,053) | |||
Stockholders' equity ending balance (in shares) at Mar. 31, 2019 | 52,542,518 | ||||
Stockholders' equity ending balance at Mar. 31, 2019 | 510,535 | $ 53 | 1,135,376 | (624,602) | (292) |
Stockholders' equity beginning balance (in shares) at Dec. 31, 2018 | 46,260,747 | ||||
Stockholders' equity beginning balance at Dec. 31, 2018 | 292,037 | $ 47 | 879,099 | (586,549) | (560) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Unrealized loss on available-for-sale securities, net of tax | 721 | ||||
Net loss | (55,913) | ||||
Stockholders' equity ending balance (in shares) at Jun. 30, 2019 | 52,752,854 | ||||
Stockholders' equity ending balance at Jun. 30, 2019 | $ 499,897 | $ 53 | 1,142,148 | (642,464) | 160 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock, par value (in usd per share) | $ 0.001 | ||||
Stockholders' equity beginning balance (in shares) at Mar. 31, 2019 | 52,542,518 | ||||
Stockholders' equity beginning balance at Mar. 31, 2019 | $ 510,535 | $ 53 | 1,135,376 | (624,602) | (292) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 5,012 | 5,012 | |||
Exercise of stock options (in shares) | 64,174 | ||||
Exercise of stock options | 1,760 | 1,760 | |||
Vesting of restricted stock units, net of shares withheld for taxes (in shares) | 146,162 | ||||
Unrealized loss on available-for-sale securities, net of tax | 452 | 452 | |||
Net loss | (17,862) | (17,862) | |||
Stockholders' equity ending balance (in shares) at Jun. 30, 2019 | 52,752,854 | ||||
Stockholders' equity ending balance at Jun. 30, 2019 | $ 499,897 | $ 53 | 1,142,148 | (642,464) | 160 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock, par value (in usd per share) | $ 0.001 | ||||
Common stock, par value (in usd per share) | $ 0.001 | ||||
Stockholders' equity beginning balance (in shares) at Dec. 31, 2019 | 53,123,567 | ||||
Stockholders' equity beginning balance at Dec. 31, 2019 | $ 449,476 | $ 53 | 1,160,807 | (711,407) | 23 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 6,679 | 6,679 | |||
Exercise of stock options (in shares) | 295,757 | ||||
Exercise of stock options | 8,485 | 8,485 | |||
Vesting of restricted stock units, net of shares withheld for taxes (in shares) | 77,949 | ||||
Vesting of restricted stock units, net of shares withheld for taxes | (472) | (472) | |||
Issuance of common stock related to ESPP (in shares) | 22,647 | ||||
Issuance of common stock related to ESPP | 860 | 860 | |||
Unrealized loss on available-for-sale securities, net of tax | (267) | (267) | |||
Net loss | (50,939) | (50,939) | |||
Stockholders' equity ending balance (in shares) at Mar. 31, 2020 | 53,519,920 | ||||
Stockholders' equity ending balance at Mar. 31, 2020 | 413,822 | $ 53 | 1,176,359 | (762,346) | (244) |
Stockholders' equity beginning balance (in shares) at Dec. 31, 2019 | 53,123,567 | ||||
Stockholders' equity beginning balance at Dec. 31, 2019 | $ 449,476 | $ 53 | 1,160,807 | (711,407) | 23 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options (in shares) | 913,000 | ||||
Unrealized loss on available-for-sale securities, net of tax | $ (106) | ||||
Net loss | (69,391) | ||||
Stockholders' equity ending balance (in shares) at Jun. 30, 2020 | 54,166,712 | ||||
Stockholders' equity ending balance at Jun. 30, 2020 | $ 421,619 | $ 54 | 1,202,445 | (780,797) | (83) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock, par value (in usd per share) | $ 0.001 | ||||
Stockholders' equity beginning balance (in shares) at Mar. 31, 2020 | 53,519,920 | ||||
Stockholders' equity beginning balance at Mar. 31, 2020 | $ 413,822 | $ 53 | 1,176,359 | (762,346) | (244) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 7,140 | 7,140 | |||
Exercise of stock options (in shares) | 617,441 | ||||
Exercise of stock options | 19,610 | $ 1 | 19,609 | ||
Vesting of restricted stock units, net of shares withheld for taxes (in shares) | 29,351 | ||||
Vesting of restricted stock units, net of shares withheld for taxes | (663) | (663) | |||
Unrealized loss on available-for-sale securities, net of tax | 161 | 161 | |||
Net loss | (18,451) | (18,451) | |||
Stockholders' equity ending balance (in shares) at Jun. 30, 2020 | 54,166,712 | ||||
Stockholders' equity ending balance at Jun. 30, 2020 | $ 421,619 | $ 54 | $ 1,202,445 | $ (780,797) | $ (83) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock, par value (in usd per share) | $ 0.001 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Issuance costs | $ | $ 500 |
Common stock, par value (in usd per share) | $ / shares | $ 0.001 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Activities | ||
Net loss | $ (69,391) | $ (55,913) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,938 | 1,942 |
Stock-based compensation | 13,819 | 12,004 |
Other non-cash items | 1,563 | 404 |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | (9,293) | (2,508) |
Collaboration receivables (all amounts are with a related party) | (31,205) | 1,592 |
Non-cash lease expense | 2,792 | 2,502 |
Accounts payable | 10,334 | 3,129 |
Accrued expenses | (6,998) | (1,744) |
Operating lease obligations | (2,977) | (1,874) |
Other changes in operating assets and liabilities | 17 | (42) |
Net cash used in operating activities | (89,401) | (40,508) |
Investing Activities | ||
Purchases of investments | (58,539) | (293,913) |
Proceeds from sales and maturities of investments | 168,385 | 104,201 |
Purchases of property and equipment | (2,420) | (1,273) |
Net cash provided by (used in) investing activities | 107,426 | (190,985) |
Financing Activities | ||
Proceeds from issuance of common stock from public offering, net of issuance costs | 0 | 248,130 |
Net proceeds from exercises and vesting of stock awards, ESPP contributions, and exercise of warrants to purchase common stock | 27,819 | 2,920 |
Net cash provided by financing activities | 27,819 | 251,050 |
Net increase in cash, cash equivalents and restricted cash | 45,844 | 19,557 |
Cash, cash equivalents and restricted cash at beginning of period | 239,274 | 145,649 |
Cash, cash equivalents and restricted cash at end of period | 285,118 | 165,206 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Purchase of property and equipment included in accounts payable and accrued expenses | 352 | 338 |
Capitalized follow-on public offering costs included in accrued expenses | $ 423 | $ 0 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Acceleron Pharma Inc. (Acceleron or the Company) is a Cambridge, Massachusetts-based biopharmaceutical company dedicated to the discovery, development, and commercialization of therapeutics to treat serious and rare diseases. The Company’s leadership in the understanding of TGF-beta biology and protein engineering generates innovative compounds that engage the body’s ability to regulate cellular growth and repair. The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, the risk that the Company never achieves profitability or successfully commercializes its products, the need for substantial additional financing, the risk of relying on third parties, risks of clinical trial failures, dependence on key personnel, protection of proprietary technology, and compliance with government regulations. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). The accompanying interim condensed consolidated financial statements are unaudited and reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements. As of June 30, 2020, the Company’s significant accounting policies and estimates, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, have not changed, and the unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements as of and for the year ended December 31, 2019. In the opinion of management, the accompanying interim condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of June 30, 2020, the results of its operations for the three and six months ended June 30, 2020 and 2019, and its cash flows for the six months ended June 30, 2020 and 2019. The accompanying interim condensed consolidated financial statements include the results of operations of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020, any other interim periods, or any future year or period. These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2019, and the notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. |
Use of Estimates
Use of Estimates | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts expensed during the reporting period. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these consolidated financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the consolidated financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these consolidated financial statements, management used significant estimates in the following areas, among others: accrued and prepaid clinical |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment InformationOperating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one operating segment, which is the discovery, development, and commercialization of highly innovative therapeutics to treat serious and rare diseases. |
Cash Equivalents and Short-term
Cash Equivalents and Short-term and Long-term Investments | 6 Months Ended |
Jun. 30, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents and Short-term and Long-term Investments | Cash Equivalents and Short-term and Long-term Investments The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in interest-bearing money market accounts. Cash equivalents are carried at cost, which approximates their fair value. The Company determines the appropriate classification of marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified all of its marketable securities at June 30, 2020 as “available-for-sale” pursuant to ASC 320, Investments – Debt and Equity Securities. Investments not classified as cash equivalents are presented as either short-term or long-term investments based on both their maturities as well as the time period the Company intends to hold such securities. The Company adjusts the cost of available-for-sale debt securities for amortization of premiums and accretion of discounts to maturity. The Company includes such amortization and accretion in interest income. The cost of securities sold is based on the specific identification method. The Company includes in interest income interest and dividends on securities classified as available-for-sale. In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments-Credit Losses . The new standard requires an estimate of expected credit losses only when the fair value of an available-for-sale debt security is below its amortized cost basis, and credit losses are limited to the amount by which the security’s amortized cost basis exceeds its fair value. Credit-related impairment is recognized as an allowance for credit losses on the balance sheet with a corresponding adjustment to earnings. The standard additionally requires an investor to determine whether a decline in the fair value below the amortized cost basis of an available-for-sale debt security is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. The Company adopted ASU 2016-13 effective January 1, 2020, with no material impact on its consolidated financial statements and related disclosures. The following is a summary of available-for-sale securities with unrealized losses as of June 30, 2020 (in thousands): Less than 12 months Fair Value Unrealized Losses Corporate obligations 21,330 (6) U.S. government agency securities 49,984 (3) Total available-for sale securities in an unrealized loss position $ 71,314 $ (9) There were no securities in an unrealized loss for greater than 12 months as of June 30, 2020. The unrealized losses on the Company's available-for-sale securities were caused by central bank and market interest rate decreases on securities purchased at a premium. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. The Company did not record an allowance for credit losses as of June 30, 2020. Prior to January 1, 2020, the Company reviewed marketable securities for other-than-temporary impairment whenever the fair value of a marketable security was less than the amortized cost and evidence indicated that a marketable security’s carrying amount was not recoverable within a reasonable period of time. Other-than-temporary impairments of investments were recognized in the consolidated statements of operations if the Company had experienced a credit loss, had the intent to sell the marketable security, or if it was more likely than not that the Company would be required to sell the marketable security before recovery of the amortized cost basis. Evidence considered in this assessment included reasons for the impairment, compliance with the Company’s investment policy, the severity and the duration of the impairment and changes in value subsequent to the end of the period. The aggregate fair value of securities held by the Company in an unrealized loss position for less than twelve months as of December 31, 2019 was $35.8 million. The aggregate fair value of securities held by the Company in an unrealized loss position for more than twelve months as of December 31, 2019 was zero. The aggregate unrealized loss for those securities in an unrealized loss position for more than twelve months was zero. The Company determined it did not hold any investments with any other-than-temporary impairment as of December 31, 2019. The following is a summary of cash, cash equivalents and available-for-sale securities as of June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents due in 90 days or less $ 283,522 $ — $ (1) $ 283,521 Available-for-sale securities: Corporate obligations 56,828 162 (6) 56,984 U.S. Treasury securities 49,026 33 (3) 49,056 Certificates of deposit 245 4 — 249 Total available-for-sale securities $ 106,099 $ 199 $ (9) $ 106,289 Total cash, cash equivalents and available-for-sale securities $ 389,621 $ 199 $ (10) $ 389,810 December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents due in 90 days or less $ 237,677 $ — $ — $ 237,677 Available-for-sale securities: Corporate obligations 124,676 219 (15) 124,880 U.S. Treasury securities 78,230 98 (1) 78,327 Certificates of deposit 490 3 — 493 Mortgage and other asset backed securities 12,476 5 (12) 12,469 Total available-for-sale securities $ 215,872 $ 325 $ (28) $ 216,169 Total cash, cash equivalents and available-for-sale securities $ 453,549 $ 325 $ (28) $ 453,846 |
Restricted Cash
Restricted Cash | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
Restricted Cash | Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet that sum to the total of the same such amounts shown in the statements of cash flows (in thousands): June 30, 2020 2019 Cash and cash equivalents $ 283,521 $ 163,609 Restricted cash 1,597 1,597 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 285,118 $ 165,206 As of June 30, 2020 and December 31, 2019, the Company maintained letters of credit totaling $1.6 million held in the form of certificates of deposit and money market funds as collateral for the Company's facility lease obligation and its credit cards. |
Concentrations of Credit Risk a
Concentrations of Credit Risk and Off-Balance Sheet Risk | 6 Months Ended |
Jun. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk The Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, restricted cash, short-term and long-term investments, and collaboration receivables. The Company maintains its cash and cash equivalent balances and short-term and long-term investments with financial institutions that management believes are creditworthy. Short-term and long-term investments consist of investment grade corporate obligations, treasury notes, asset backed securities, and certificates of deposit. The Company’s investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentrations of credit risk. The Company routinely assesses the creditworthiness of its collaboration partner. The Company has not experienced any material losses related to receivables from individual customers and collaboration partners, or groups of customers. The Company does not require collateral. Due to these factors, no allowance for credit losses has been recorded for the Company's collaboration receivables as of June 30, 2020. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables set forth the Company’s financial instruments carried at fair value using the lowest level of input that is significant to each financial instrument as of June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 Quoted Prices Significant Other Significant Total Assets: Money market funds $ 232,582 $ — $ — $ 232,582 Corporate obligations — 60,982 — 60,982 U.S. Treasury securities — 64,054 — 64,054 Certificates of deposit — 249 — 249 Total assets $ 232,582 $ 125,285 $ — $ 357,867 Liabilities: Warrants to purchase common stock $ — $ — $ 3,516 $ 3,516 Total liabilities $ — $ — $ 3,516 $ 3,516 December 31, 2019 Quoted Prices Significant other Significant Total Assets: Money market funds $ 193,867 $ — $ — $ 193,867 Corporate obligations — 138,369 — 138,369 U.S. Treasury securities — 83,819 — 83,819 Certificates of deposit — 493 — 493 Mortgage and other asset backed securities — 12,470 — 12,470 Total assets $ 193,867 $ 235,151 $ — $ 429,018 Liabilities: Warrants to purchase common stock $ — $ — $ 1,856 $ 1,856 Total liabilities $ — $ — $ 1,856 $ 1,856 The money market funds noted above are included in cash and cash equivalents in the accompanying condensed consolidated balance sheets. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the six months ended June 30, 2020 or the year ended December 31, 2019. Items measured at fair value on a recurring basis include short-term and long-term investments (Note 5), and warrants to purchase common stock (Note 12). During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. The following table sets forth a summary of changes in the fair value of the Company’s common stock warrant liabilities, which represent a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs (in thousands): Six Months Ended June 30, 2020 2019 Beginning balance $ 1,856 $ 1,491 Change in fair value 1,660 (102) Ending balance $ 3,516 $ 1,389 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following common stock equivalents were excluded from the calculation of diluted net loss per share for the periods indicated because their inclusion would have had an anti-dilutive effect (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Outstanding stock options 3,680 3,995 3,680 3,995 Common stock warrants 39 39 39 39 Shares issuable under employee stock purchase plan 13 13 13 13 Outstanding restricted stock units (1) 532 461 532 461 4,264 4,508 4,264 4,508 (1) This balance is comprised of both the restricted stock units and performance-based restricted stock units described in Note 15. |
Comprehensive Loss
Comprehensive Loss | 6 Months Ended |
Jun. 30, 2020 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Comprehensive Loss | Comprehensive LossComprehensive loss is defined as the change in equity of a business enterprise during a period from transactions, other events, and circumstances from non-owner sources. Comprehensive loss consists of net loss and other comprehensive (loss) income, which includes certain changes in equity that are excluded from net loss. Comprehensive loss has been disclosed in the accompanying consolidated statements of operations and comprehensive loss. Accumulated other comprehensive (loss) income is presented separately on the consolidated balance sheets and consists entirely of unrealized holding gains and losses on investments as of June 30, 2020 and December 31, 2019. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting PronouncementsRecently Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses . The new standard requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. For available-for-sale debt securities with unrealized losses, the standard requires allowances to be recorded instead of reducing the amortized cost of the investment. The standard limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which the carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. On January 1, 2020 the Company adopted ASU 2016-13. For discussion regarding the impact of this accounting pronouncement and its amendments, refer to Note 5 within the notes to our consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q. In June 2018, the FASB issued ASU 2018-15, Intangible-Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. This amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. On January 1, 2020, the Company adopted ASU 2018-15 on a prospective basis, with no material impact on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The ASU simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740, Income Taxes , related to the approach for allocating income tax expense or benefit for the year to continuing operations, discontinued operations, other comprehensive income, and other charges or credits recorded directly to shareholders’ equity; the methodology for calculating income taxes in an interim period; and the recognition of deferred tax liabilities for outside basis differences. On January 1, 2020, the Company early adopted ASU 2019-12 on a prospective basis, with no material impact on its consolidated financial statements and related disclosures. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants Below is a summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants (in thousands, except per share data): Warrants as of Weighted- Balance Sheet June 30, 2020 December 31, 2019 Price Per Expiration June 30, 2020 December 31, 2019 Warrants to purchase common stock 39 39 $ 5.88 July 9, 2020 Liability Liability All remaining outstanding warrants were automatically cashless exercised in full upon their expiration on July 9, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings The Company, from time to time, may be party to litigation arising in the ordinary course of its business. The Company was not subject to any material legal proceedings during the three months ended June 30, 2020, and, to the best of its knowledge, no material legal proceedings are currently pending or threatened. Other The Company is also party to various agreements, principally relating to licensed technology, that require future payments relating to milestones not met at June 30, 2020 and December 31, 2019, or royalties on future sales of specified products. See Note 14 for discussion of these arrangements. The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to the agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’s business partners or customers, in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third party with respect to the Company’s products. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is |
Significant Agreements
Significant Agreements | 6 Months Ended |
Jun. 30, 2020 | |
Significant Agreements [Abstract] | |
Significant Agreements | Significant Agreements BMS (Bristol Myers Squibb Company) Overview On February 20, 2008, the Company entered into an agreement with Celgene, which was acquired by BMS in November 2019 and is now referred to herein as BMS, relating to sotatercept (the Original Sotatercept Agreement), which was amended on August 2, 2011 (as amended, the Amended Sotatercept Agreement). The Company further amended and restated the Original Sotatercept Agreement in its entirety on September 18, 2017 (the Restated Sotatercept Agreement) and clarified certain responsibilities of the Company and BMS in a letter agreement to the Restated Sotatercept Agreement on March 10, 2020. On August 2, 2011, the Company entered into a second agreement with BMS for REBLOZYL® (luspatercept-aamt) (the REBLOZYL Agreement, formerly the Luspatercept Agreement). Since December 31, 2019, there have been no material changes to the key terms of the above agreements. For further information on the terms of the agreements, please see the notes to the consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2019. Accounting Analysis Upon adoption of ASC 606, all of the Company’s performance obligations pursuant to its arrangements with BMS were completed and all remaining potential milestone payments were fully constrained as they relate to future regulatory events that are outside of the Company’s control, and therefore the risk of significant reversal in the amount of cumulative revenue had not been resolved. As of June 30, 2020, the final regulatory milestone payment for REBLOZYL would be $20.0 million and would result from approval by a regulatory authority in Asia (as defined in the REBLOZYL Agreement) of a Biologics License Application (BLA) or equivalent for luspatercept-aamt in either myelodysplastic syndromes or beta-thalassemia. In accordance with the Company's accounting policy regarding revenue recognition as described in Note 2 to its Annual Report on Form 10-K, the revenue associated with this milestone will be recognized once it is probable that the application is approved by the regulatory authority. Milestone payments that are not within the control of the Company or the licensee are not considered probable of being achieved until those approvals are received. The approval of the application is not within the control of the Company or the licensee, and therefore, as of June 30, 2020, the Company cannot determine if it is probable that a regulatory agency will approve the applications. In June 2020, the European Commission, which has the authority to approve medicines for the European Union, approved REBLOZYL based on the recommendation of the European Medicines Agency, or EMA, for the treatment of adult patients with transfusion-dependent anemia due to very low-, low- and intermediate-risk MDS with ring sideroblasts, who had an unsatisfactory response or are ineligible for erythropoietin-based therapy, and adult patients with transfusion-dependent anemia associated with beta-thalassemia. As a result, the $25.0 million milestone from European Medicines Agency (EMA) approval of a Biologics Licensing Application (BLA) or equivalent for REBLOZYL is no longer constrained. As the Company does not have any remaining performance obligations under the agreement with BMS, the full $25.0 million was recognized as revenue during the three months ended June 30, 2020. Through June 30, 2020, under all BMS arrangements, the Company has received net cost-share payments, milestones, and royalties of $219.6 million and $44.9 million for REBLOZYL and sotatercept, respectively. The Company recorded net collaboration revenue of $39.8 million and $27.7 million during the three months ended June 30, 2020 and 2019, respectively, and $44.1 million and $30.4 million during the six months ended June 30, 2020 and 2019, respectively. Other Agreements In 2004, the Company entered into a license agreement with a non-profit institution for an exclusive, sublicensable, worldwide, royalty-bearing license to certain patents developed by the institution (Primary Licensed Products). In addition, the Company was granted a non-exclusive, non-sub-licensable license for Secondary Licensed Products. The Company also agreed to pay specified development milestone payments totaling up to $2.0 million for sotatercept and $0.7 million for REBLOZYL. In addition, the Company is obligated to pay milestone fees based on the Company’s research and development progress, and U.S. sublicensing revenue ranging from 10%-25%, as well as royalties ranging from 1.0%-3.5% of net sales on any products under the licenses. During the three months ended June 30, 2020 and 2019, the Company expensed $2.1 million and $1.6 million, respectively, and during the six months ended June 30, 2020 and 2019, the Company expensed $2.4 million and $1.6 million, respectively, of milestones, fees and royalties. Milestones and fees associated with development related activities are recorded as research and development expense. Costs related to royalties on sales of commercial products are recorded as selling, general and administrative expense. In May 2014, the Company executed a collaboration agreement with a research technology company, and such collaboration agreement was amended and restated in March 2019. The Company paid an upfront research fee of $0.3 million upon execution of the original agreement. The Company also received an option to obtain a commercial license to the molecules developed during the collaboration. During the three months ended June 30, 2020 and 2019, the Company expensed $0.5 million and $1.7 million, respectively, and during the six months ended June 30, 2020 and 2019, the Company expensed $0.5 million and $1.9 million, respectively, of milestones and fees, which is recorded as research and development expense. In December 2019, the Company executed a license and collaboration agreement with Fulcrum Therapeutics to identify small molecules designed to modulate specific pathways associated with a targeted indication within the pulmonary disease space. The Company paid an upfront research fee of $10.0 million upon execution of this agreement, which was expensed to research and development. The Company also agreed to pay specified research, development and commercial milestone payments of up to $295.0 million for a first product commercialized and up to a maximum of $143.5 million in additional milestone payments for all subsequent products commercialized. Fulcrum will additionally receive tiered royalty payments in the mid-single-digit to low double-digit range on net sales, as well as reimbursement for relevant research and development costs. During the three months ended June 30, 2020 and 2019, the Company expensed $0.8 million and zero, respectively, and during the six months ended June 30, 2020 and 2019, the Company expensed $1.1 million and zero, respectively, of milestones and fees, which is recorded as research and development expense. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company recognized stock-based compensation expense related to the 2003 Stock Option and Restricted Stock Plan (the 2003 Plan), the 2013 Equity Incentive Plan (the 2013 Plan), and the 2013 Employee Stock Purchase Plan (the 2013 ESPP) in the consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2020 and 2019, respectively, as follows (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Research and development $ 3,259 $ 2,006 $ 6,400 $ 5,505 Selling, general and administrative 3,881 3,006 7,419 6,499 $ 7,140 $ 5,012 $ 13,819 $ 12,004 Stock Options The fair value of each option issued to employees was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Three Months Ended Six Months Ended 2020 2019 2020 2019 Expected volatility 57.9 % 58.3 % 55.4 % 59.0 % Expected term (in years) 6.0 6.0 6.0 6.0 Risk-free interest rate 0.4 % 2.2 % 1.5 % 2.6 % Expected dividend yield — % — % — % — % The following table summarizes the stock option activity under the Company’s stock option plans during the six months ended June 30, 2020 (in thousands, except per share amounts and years): Number Weighted- Weighted- Aggregate Outstanding at December 31, 2019 3,820 $ 36.26 6.81 Granted 926 $ 58.36 Exercised (913) $ 30.77 Canceled or forfeited (153) $ 42.20 Outstanding at June 30, 2020 3,680 $ 42.94 7.48 $ 192,690 Exercisable at June 30, 2020 1,882 $ 36.53 6.18 $ 110,552 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at June 30, 2020. The aggregate intrinsic value of options exercised during the six months ended June 30, 2020 was $53.5 million. As of June 30, 2020, there was $43.7 million of unrecognized compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 2.72 years. Restricted Stock Units The following table summarizes the restricted stock unit (RSU) activity under the 2013 Plan during the six months ended June 30, 2020 (in thousands, except per share amounts): Number Weighted- Unvested balance at December 31, 2019 397 $ 39.20 Granted 214 57.25 Vested (123) 37.76 Forfeited (31) 42.57 Unvested balance at June 30, 2020 457 $ 47.80 As of June 30, 2020, there was approximately $17.4 million of related unrecognized compensation cost, which the Company expects to recognize over a remaining weighted-average period of 1.90 years. Performance-Based Restricted Stock Units On January 22, 2020, the Company granted performance-based restricted stock units (PSU) whereby vesting depends upon the occurrence of certain milestone events by December 31, 2022. As of June 30, 2020, none of the PSU milestones had been achieved. When achievement of a milestone becomes probable, compensation cost will be recognized from the grant date over the requisite service period. As of June 30, 2020, no related compensation cost had been recognized. The following table summarizes PSU activity under the 2013 Plan during the six months ended June 30, 2020 (in thousands, except per share amounts): Number Weighted- Unvested balance at December 31, 2019 — $ — Granted (1) 78 52.99 Vested — — Forfeited (3) 52.99 Unvested balance at June 30, 2020 75 $ 52.99 (1) Pursuant to the terms of the awards granted on January 22, 2020, the actual number of awards earned could range between 0% and 200% of the number of awards granted. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesDeferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax basis of assets and liabilities using statutory rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. Due to the uncertainty surrounding the realization of the favorable tax attributes in future tax returns, the Company has recorded a full valuation allowance against the Company’s otherwise recognizable net deferred tax assets. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions BMS BMS owned 11.8% and 12.0% of the Company’s fully diluted equity as of June 30, 2020 and December 31, 2019, respectively. Refer to Note 14 for additional information regarding this collaboration arrangement. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure except as described below. On July 6, 2020, the Company completed the sale in an underwritten public offering of 5,594,593 shares of common stock, including 729,729 shares of common stock sold pursuant to the underwriter's full exercise of their option to purchase additional shares, at a public offering price of $92.50 per share, resulting in net proceeds to the Company of $492.5 million. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). The accompanying interim condensed consolidated financial statements are unaudited and reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements. As of June 30, 2020, the Company’s significant accounting policies and estimates, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, have not changed, and the unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements as of and for the year ended December 31, 2019. In the opinion of management, the accompanying interim condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of June 30, 2020, the results of its operations for the three and six months ended June 30, 2020 and 2019, and its cash flows for the six months ended June 30, 2020 and 2019. The accompanying interim condensed consolidated financial statements include the results of operations of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020, any other interim periods, or any future year or period. These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2019, and the notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts expensed during the reporting period. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these consolidated financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the consolidated financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these consolidated financial statements, management used significant estimates in the following areas, among others: accrued and prepaid clinical |
Recent Accounting Pronouncements | In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses . The new standard requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. For available-for-sale debt securities with unrealized losses, the standard requires allowances to be recorded instead of reducing the amortized cost of the investment. The standard limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which the carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. On January 1, 2020 the Company adopted ASU 2016-13. For discussion regarding the impact of this accounting pronouncement and its amendments, refer to Note 5 within the notes to our consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q. In June 2018, the FASB issued ASU 2018-15, Intangible-Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. This amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. On January 1, 2020, the Company adopted ASU 2018-15 on a prospective basis, with no material impact on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The ASU simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740, Income Taxes , related to the approach for allocating income tax expense or benefit for the year to continuing operations, discontinued operations, other comprehensive income, and other charges or credits recorded directly to shareholders’ equity; the methodology for calculating income taxes in an interim period; and the recognition of deferred tax liabilities for outside basis differences. On January 1, 2020, the Company early adopted ASU 2019-12 on a prospective basis, with no material impact on its consolidated financial statements and related disclosures. |
Cash Equivalents and Short-te_2
Cash Equivalents and Short-term and Long-term Investments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Available-for-sale securities with unrealized losses | The following is a summary of available-for-sale securities with unrealized losses as of June 30, 2020 (in thousands): Less than 12 months Fair Value Unrealized Losses Corporate obligations 21,330 (6) U.S. government agency securities 49,984 (3) Total available-for sale securities in an unrealized loss position $ 71,314 $ (9) |
Available-for-sale securities | The following is a summary of cash, cash equivalents and available-for-sale securities as of June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents due in 90 days or less $ 283,522 $ — $ (1) $ 283,521 Available-for-sale securities: Corporate obligations 56,828 162 (6) 56,984 U.S. Treasury securities 49,026 33 (3) 49,056 Certificates of deposit 245 4 — 249 Total available-for-sale securities $ 106,099 $ 199 $ (9) $ 106,289 Total cash, cash equivalents and available-for-sale securities $ 389,621 $ 199 $ (10) $ 389,810 December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents due in 90 days or less $ 237,677 $ — $ — $ 237,677 Available-for-sale securities: Corporate obligations 124,676 219 (15) 124,880 U.S. Treasury securities 78,230 98 (1) 78,327 Certificates of deposit 490 3 — 493 Mortgage and other asset backed securities 12,476 5 (12) 12,469 Total available-for-sale securities $ 215,872 $ 325 $ (28) $ 216,169 Total cash, cash equivalents and available-for-sale securities $ 453,549 $ 325 $ (28) $ 453,846 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
Reconciliation of cash, cash equivalents and restricted cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet that sum to the total of the same such amounts shown in the statements of cash flows (in thousands): June 30, 2020 2019 Cash and cash equivalents $ 283,521 $ 163,609 Restricted cash 1,597 1,597 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 285,118 $ 165,206 |
Restrictions on cash and cash equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet that sum to the total of the same such amounts shown in the statements of cash flows (in thousands): June 30, 2020 2019 Cash and cash equivalents $ 283,521 $ 163,609 Restricted cash 1,597 1,597 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 285,118 $ 165,206 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial instruments carried at fair value | The following tables set forth the Company’s financial instruments carried at fair value using the lowest level of input that is significant to each financial instrument as of June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 Quoted Prices Significant Other Significant Total Assets: Money market funds $ 232,582 $ — $ — $ 232,582 Corporate obligations — 60,982 — 60,982 U.S. Treasury securities — 64,054 — 64,054 Certificates of deposit — 249 — 249 Total assets $ 232,582 $ 125,285 $ — $ 357,867 Liabilities: Warrants to purchase common stock $ — $ — $ 3,516 $ 3,516 Total liabilities $ — $ — $ 3,516 $ 3,516 December 31, 2019 Quoted Prices Significant other Significant Total Assets: Money market funds $ 193,867 $ — $ — $ 193,867 Corporate obligations — 138,369 — 138,369 U.S. Treasury securities — 83,819 — 83,819 Certificates of deposit — 493 — 493 Mortgage and other asset backed securities — 12,470 — 12,470 Total assets $ 193,867 $ 235,151 $ — $ 429,018 Liabilities: Warrants to purchase common stock $ — $ — $ 1,856 $ 1,856 Total liabilities $ — $ — $ 1,856 $ 1,856 |
Summary of changes in the fair value of the preferred and common stock warrant liability | The following table sets forth a summary of changes in the fair value of the Company’s common stock warrant liabilities, which represent a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs (in thousands): Six Months Ended June 30, 2020 2019 Beginning balance $ 1,856 $ 1,491 Change in fair value 1,660 (102) Ending balance $ 3,516 $ 1,389 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of anti-dilutive common stock equivalents excluded from the calculation of diluted net loss per share | The following common stock equivalents were excluded from the calculation of diluted net loss per share for the periods indicated because their inclusion would have had an anti-dilutive effect (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Outstanding stock options 3,680 3,995 3,680 3,995 Common stock warrants 39 39 39 39 Shares issuable under employee stock purchase plan 13 13 13 13 Outstanding restricted stock units (1) 532 461 532 461 4,264 4,508 4,264 4,508 (1) This balance is comprised of both the restricted stock units and performance-based restricted stock units described in Note 15. |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants | Below is a summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants (in thousands, except per share data): Warrants as of Weighted- Balance Sheet June 30, 2020 December 31, 2019 Price Per Expiration June 30, 2020 December 31, 2019 Warrants to purchase common stock 39 39 $ 5.88 July 9, 2020 Liability Liability |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of compensation costs recognized | The Company recognized stock-based compensation expense related to the 2003 Stock Option and Restricted Stock Plan (the 2003 Plan), the 2013 Equity Incentive Plan (the 2013 Plan), and the 2013 Employee Stock Purchase Plan (the 2013 ESPP) in the consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2020 and 2019, respectively, as follows (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Research and development $ 3,259 $ 2,006 $ 6,400 $ 5,505 Selling, general and administrative 3,881 3,006 7,419 6,499 $ 7,140 $ 5,012 $ 13,819 $ 12,004 |
Schedule of weighted-average assumptions used for estimating fair value | The fair value of each option issued to employees was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Three Months Ended Six Months Ended 2020 2019 2020 2019 Expected volatility 57.9 % 58.3 % 55.4 % 59.0 % Expected term (in years) 6.0 6.0 6.0 6.0 Risk-free interest rate 0.4 % 2.2 % 1.5 % 2.6 % Expected dividend yield — % — % — % — % |
Summary of stock option activity | The following table summarizes the stock option activity under the Company’s stock option plans during the six months ended June 30, 2020 (in thousands, except per share amounts and years): Number Weighted- Weighted- Aggregate Outstanding at December 31, 2019 3,820 $ 36.26 6.81 Granted 926 $ 58.36 Exercised (913) $ 30.77 Canceled or forfeited (153) $ 42.20 Outstanding at June 30, 2020 3,680 $ 42.94 7.48 $ 192,690 Exercisable at June 30, 2020 1,882 $ 36.53 6.18 $ 110,552 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at June 30, 2020. |
Schedule of nonvested restricted stock units activity | The following table summarizes the restricted stock unit (RSU) activity under the 2013 Plan during the six months ended June 30, 2020 (in thousands, except per share amounts): Number Weighted- Unvested balance at December 31, 2019 397 $ 39.20 Granted 214 57.25 Vested (123) 37.76 Forfeited (31) 42.57 Unvested balance at June 30, 2020 457 $ 47.80 |
Share-based compensation, performance shares award nonvested activity | The following table summarizes PSU activity under the 2013 Plan during the six months ended June 30, 2020 (in thousands, except per share amounts): Number Weighted- Unvested balance at December 31, 2019 — $ — Granted (1) 78 52.99 Vested — — Forfeited (3) 52.99 Unvested balance at June 30, 2020 75 $ 52.99 (1) Pursuant to the terms of the awards granted on January 22, 2020, the actual number of awards earned could range between 0% and 200% of the number of awards granted. |
Segment Information (Details)
Segment Information (Details) | 6 Months Ended |
Jun. 30, 2020numberOfSegment | |
Segment Information | |
Number of operating segments | 1 |
Cash Equivalents and Short-te_3
Cash Equivalents and Short-term and Long-term Investments Summary of Available-for-sale Securities With Unrealized Losses (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 71,314 | |
Unrealized Losses | (9) | $ (35,800) |
Corporate obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 21,330 | |
Unrealized Losses | (6) | |
U.S. government agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 49,984 | |
Unrealized Losses | $ (3) |
Cash Equivalents and Short-te_4
Cash Equivalents and Short-term and Long-term Investments - Narrative (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Abstract] | ||
Unrealized loss position, less than twelve months, fair value | $ 9,000 | $ 35,800,000 |
Continuous unrealized loss position, twelve months or longer, fair value | 0 | |
Continuous unrealized loss position, fair value | $ 0 |
Cash Equivalents and Short-te_5
Cash Equivalents and Short-term and Long-term Investments - Summary of Cash, Cash Equivalents and Available-for-sale Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Cash and cash equivalents due in 90 days or less | |||
Amortized Cost | $ 283,522 | $ 237,677 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (1) | 0 | |
Estimated Fair Value | 283,521 | 237,677 | $ 163,609 |
Available-for-sale securities: | |||
Amortized Cost | 106,099 | 215,872 | |
Gross Unrealized Gains | 199 | 325 | |
Gross Unrealized Losses | (9) | (28) | |
Estimated Fair Value | 106,289 | 216,169 | |
Total cash, cash equivalents and available-for-sale securities | |||
Amortized Cost | 389,621 | 453,549 | |
Gross Unrealized Gains | 199 | 325 | |
Gross Unrealized Losses | (10) | (28) | |
Estimated Fair Value | 389,810 | 453,846 | |
Corporate obligations | |||
Available-for-sale securities: | |||
Amortized Cost | 56,828 | 124,676 | |
Gross Unrealized Gains | 162 | 219 | |
Gross Unrealized Losses | (6) | (15) | |
Estimated Fair Value | 56,984 | 124,880 | |
U.S. Treasury securities | |||
Available-for-sale securities: | |||
Amortized Cost | 49,026 | 78,230 | |
Gross Unrealized Gains | 33 | 98 | |
Gross Unrealized Losses | (3) | (1) | |
Estimated Fair Value | 49,056 | 78,327 | |
Certificates of deposit | |||
Available-for-sale securities: | |||
Amortized Cost | 245 | 490 | |
Gross Unrealized Gains | 4 | 3 | |
Gross Unrealized Losses | 0 | 0 | |
Estimated Fair Value | $ 249 | 493 | |
Mortgage and other asset backed securities | |||
Available-for-sale securities: | |||
Amortized Cost | 12,476 | ||
Gross Unrealized Gains | 5 | ||
Gross Unrealized Losses | (12) | ||
Estimated Fair Value | $ 12,469 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Cash and cash equivalents | $ 283,521 | $ 237,677 | $ 163,609 | |
Restricted cash | 1,597 | 1,597 | ||
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | 285,118 | 239,274 | $ 165,206 | $ 145,649 |
Certificates of Deposits and Money Market Funds | Letter of Credit | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Restricted cash | $ 1,600 | $ 1,600 |
Concentrations of Credit Risk_2
Concentrations of Credit Risk and Off-Balance Sheet Risk (Details) | Jun. 30, 2020USD ($) |
Risks and Uncertainties [Abstract] | |
Allowance for credit losses | $ 0 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instrument at Fair Value Schedule (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Total assets | $ 357,867 | $ 429,018 |
Liabilities: | ||
Total liabilities | 3,516 | 1,856 |
Common stock warrants | ||
Liabilities: | ||
Total liabilities | 3,516 | 1,856 |
Money market funds | ||
Assets: | ||
Total assets | 232,582 | 193,867 |
Corporate obligations | ||
Assets: | ||
Total assets | 60,982 | 138,369 |
U.S. Treasury securities | ||
Assets: | ||
Total assets | 64,054 | 83,819 |
Certificates of deposit | ||
Assets: | ||
Total assets | 249 | 493 |
Mortgage and other asset backed securities | ||
Assets: | ||
Total assets | 12,470 | |
Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Assets: | ||
Total assets | 232,582 | 193,867 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Items (Level 1) | Common stock warrants | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Items (Level 1) | Money market funds | ||
Assets: | ||
Total assets | 232,582 | 193,867 |
Quoted Prices in Active Markets for Identical Items (Level 1) | Corporate obligations | ||
Assets: | ||
Total assets | 0 | 0 |
Quoted Prices in Active Markets for Identical Items (Level 1) | U.S. Treasury securities | ||
Assets: | ||
Total assets | 0 | 0 |
Quoted Prices in Active Markets for Identical Items (Level 1) | Certificates of deposit | ||
Assets: | ||
Total assets | 0 | 0 |
Quoted Prices in Active Markets for Identical Items (Level 1) | Mortgage and other asset backed securities | ||
Assets: | ||
Total assets | 0 | |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total assets | 125,285 | 235,151 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Common stock warrants | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Money market funds | ||
Assets: | ||
Total assets | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Corporate obligations | ||
Assets: | ||
Total assets | 60,982 | 138,369 |
Significant Other Observable Inputs (Level 2) | U.S. Treasury securities | ||
Assets: | ||
Total assets | 64,054 | 83,819 |
Significant Other Observable Inputs (Level 2) | Certificates of deposit | ||
Assets: | ||
Total assets | 249 | 493 |
Significant Other Observable Inputs (Level 2) | Mortgage and other asset backed securities | ||
Assets: | ||
Total assets | 12,470 | |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 3,516 | 1,856 |
Significant Unobservable Inputs (Level 3) | Common stock warrants | ||
Liabilities: | ||
Total liabilities | 3,516 | 1,856 |
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Assets: | ||
Total assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Corporate obligations | ||
Assets: | ||
Total assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | U.S. Treasury securities | ||
Assets: | ||
Total assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Certificates of deposit | ||
Assets: | ||
Total assets | $ 0 | 0 |
Significant Unobservable Inputs (Level 3) | Mortgage and other asset backed securities | ||
Assets: | ||
Total assets | $ 0 |
Fair Value Measurements - Prefe
Fair Value Measurements - Preferred and Common Stock Warrant Liability Rollforward (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Summary of changes in the fair value of the preferred and common stock warrant liability classified within Level 3 of the fair value hierarchy | ||
Beginning balance | $ 1,856 | $ 1,491 |
Change in fair value | 1,660 | (102) |
Ending balance | $ 3,516 | $ 1,389 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Net Income (Loss) Per Share | ||||
Anti-dilutive common stock equivalents excluded from the calculation of diluted net loss per share (in shares) | 4,264 | 4,508 | 4,264 | 4,508 |
Outstanding stock options | ||||
Net Income (Loss) Per Share | ||||
Anti-dilutive common stock equivalents excluded from the calculation of diluted net loss per share (in shares) | 3,680 | 3,995 | 3,680 | 3,995 |
Common stock warrants | ||||
Net Income (Loss) Per Share | ||||
Anti-dilutive common stock equivalents excluded from the calculation of diluted net loss per share (in shares) | 39 | 39 | 39 | 39 |
Shares issuable under employee stock purchase plan | ||||
Net Income (Loss) Per Share | ||||
Anti-dilutive common stock equivalents excluded from the calculation of diluted net loss per share (in shares) | 13 | 13 | 13 | 13 |
Outstanding restricted stock units | ||||
Net Income (Loss) Per Share | ||||
Anti-dilutive common stock equivalents excluded from the calculation of diluted net loss per share (in shares) | 532 | 461 | 532 | 461 |
Warrants (Details)
Warrants (Details) - Warrants to purchase Common stock expiring between June 10, 2020 to July 9, 2020 - $ / shares shares in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Warrants | ||
Warrants (in shares) | 39 | 39 |
Weighted-average exercise price per share (in usd per share) | $ 5.88 |
Significant Agreements - Celgen
Significant Agreements - Celgene, Accounting Analysis (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Significant Agreements | ||||
Revenue from contract with customer | $ 39,752 | $ 27,666 | $ 44,096 | $ 30,447 |
REBLOZYL Agreement | Collaboration, License, and Option Agreement | ||||
Significant Agreements | ||||
Payments received | 219,600 | |||
Revenue from contract with customer | 25,000 | |||
Sotarcept | Collaboration, License, and Option Agreement | ||||
Significant Agreements | ||||
Payments received | 44,900 | |||
Regulatory Milestone | Luspatercept | Collaboration, License, and Option Agreement | ||||
Significant Agreements | ||||
Collaborative arrangement potential milestone payments on acceptance of regulatory application | $ 20,000 | $ 20,000 |
Significant Agreements - Other
Significant Agreements - Other Agreements (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | May 31, 2014 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2004 | |
Significant Agreements | |||||||
Milestones and fees | $ 38,251,000 | $ 34,765,000 | $ 75,917,000 | $ 67,536,000 | |||
License agreement with antibody technology company | |||||||
Significant Agreements | |||||||
Milestones and fees | 500,000 | 1,700,000 | 500,000 | 1,900,000 | |||
License agreement with antibody technology company | Additional Research Fees | |||||||
Significant Agreements | |||||||
Collaborative arrangement amount paid and expensed | $ 300,000 | ||||||
License Agreement With Fulcrum Therapeutics | |||||||
Significant Agreements | |||||||
Milestones and fees | 800,000 | 0 | 1,100,000 | 0 | |||
License Agreement With Fulcrum Therapeutics | Additional Research Fees | |||||||
Significant Agreements | |||||||
Collaborative arrangement amount paid and expensed | $ 10,000,000 | ||||||
License Agreement With Fulcrum Therapeutics | Additional Research Fees | Maximum | |||||||
Significant Agreements | |||||||
Total potential milestone payments (up to) | 143,500,000 | ||||||
License Agreement With Fulcrum Therapeutics | Research, Development and Commercial Milestone Payments | Maximum | |||||||
Significant Agreements | |||||||
Total potential milestone payments (up to) | $ 295,000,000 | ||||||
Non-collaborative Arrangement Transactions | Sotarcept | Development milestone | Maximum | |||||||
Significant Agreements | |||||||
Total potential milestone payments (up to) | $ 2,000,000 | ||||||
Non-collaborative Arrangement Transactions | REBLOZYL Agreement | Development milestone | Maximum | |||||||
Significant Agreements | |||||||
Total potential milestone payments (up to) | $ 700,000 | ||||||
Non-collaborative Arrangement Transactions | License Agreement with Non Profit Institution | |||||||
Significant Agreements | |||||||
Milestones and fees | $ 2,100,000 | $ 1,600,000 | $ 2,400,000 | $ 1,600,000 | |||
Non-collaborative Arrangement Transactions | License Agreement with Non Profit Institution | Maximum | |||||||
Significant Agreements | |||||||
Milestone fees payable as percentage of research and U.S. development progress and sublicensing revenue | 25.00% | ||||||
Royalty payable as percentage of net sales | 3.50% | ||||||
Non-collaborative Arrangement Transactions | License Agreement with Non Profit Institution | Minimum | |||||||
Significant Agreements | |||||||
Milestone fees payable as percentage of research and U.S. development progress and sublicensing revenue | 10.00% | ||||||
Royalty payable as percentage of net sales | 1.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Costs Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | ||||
Stock-based compensation expense | $ 7,140 | $ 5,012 | $ 13,819 | $ 12,004 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | ||||
Stock-based compensation expense | 3,259 | 2,006 | 6,400 | 5,505 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | ||||
Stock-based compensation expense | $ 3,881 | $ 3,006 | $ 7,419 | $ 6,499 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Weighted-Average Assumptions Used for Estimating Fair Value (Details) - Stock Option | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Expected volatility | 57.90% | 58.30% | 55.40% | 59.00% |
Expected term (in years) | 6 years | 6 years | 6 years | 6 years |
Risk-free interest rate | 0.40% | 2.20% | 1.50% | 2.60% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Number of Stock Options | ||
Outstanding at the beginning of period (in shares) | shares | 3,820 | |
Granted (in shares) | shares | 926 | |
Exercised (in shares) | shares | (913) | |
Canceled or forfeited (in shares) | shares | (153) | |
Outstanding at the end of the period (in shares) | shares | 3,680 | 3,820 |
Exercisable at the end of the period (in shares) | shares | 1,882 | |
Weighted- Average Exercise Price Per Share | ||
Outstanding at the beginning of period (in usd per share) | $ / shares | $ 36.26 | |
Granted (in usd per share) | $ / shares | 58.36 | |
Exercised (in usd per share) | $ / shares | 30.77 | |
Canceled or forfeited (in usd per share) | $ / shares | 42.20 | |
Outstanding at the end of the period (in usd per share) | $ / shares | 42.94 | $ 36.26 |
Exercisable at the end of the period (in usd per share) | $ / shares | $ 36.53 | |
Weighted- Average Contractual Life (in years) | ||
Outstanding at the beginning of the period | 7 years 5 months 23 days | 6 years 9 months 21 days |
Outstanding at the end of the period | 7 years 5 months 23 days | 6 years 9 months 21 days |
Exercisable at the end of the period | 6 years 2 months 4 days | |
Aggregate Intrinsic Value | ||
Outstanding at the end of the period | $ | $ 192,690 | |
Exercisable at the end of the period | $ | 110,552 | |
Aggregate intrinsic value of options exercised | $ | 53,500 | |
Unrecognized compensation expense | $ | $ 43,700 | |
Weighted-average period for recognition | 2 years 8 months 19 days |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Nonvested Restricted Stock Activity (Details) $ / shares in Units, shares in Thousands, $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Weighted- Average Grant Date Fair Value | |
Weighted-average period for recognition | 2 years 8 months 19 days |
Restricted Stock Units | |
Number of Grants | |
Unvested balance at beginning of the period (in shares) | shares | 397 |
Granted (in shares) | shares | 214 |
Vested (in shares) | shares | (123) |
Forfeited (in shares) | shares | (31) |
Unvested balance at end of the period (in shares) | shares | 457 |
Weighted- Average Grant Date Fair Value | |
Unvested balance at beginning of the period (in usd per share) | $ / shares | $ 39.20 |
Granted (in usd per share) | $ / shares | 57.25 |
Vested (in usd per share) | $ / shares | 37.76 |
Forfeited (in usd per share) | $ / shares | 42.57 |
Unvested balance at end of the period (in usd per share) | $ / shares | $ 47.80 |
Unrecognized compensation cost | $ | $ 17.4 |
Weighted-average period for recognition | 1 year 10 months 24 days |
Performance-Based Restricted Stock Units | |
Number of Grants | |
Unvested balance at beginning of the period (in shares) | shares | 0 |
Granted (in shares) | shares | 78 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (3) |
Unvested balance at end of the period (in shares) | shares | 75 |
Weighted- Average Grant Date Fair Value | |
Unvested balance at beginning of the period (in usd per share) | $ / shares | $ 0 |
Granted (in usd per share) | $ / shares | 52.99 |
Vested (in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 52.99 |
Unvested balance at end of the period (in usd per share) | $ / shares | $ 52.99 |
Unrecognized compensation cost | $ | $ 4 |
Minimum | |
Weighted- Average Grant Date Fair Value | |
Actual awards earned percentage of expected expense recognized | 0.00% |
Maximum | |
Weighted- Average Grant Date Fair Value | |
Actual awards earned percentage of expected expense recognized | 200.00% |
Related Party Transactions (Det
Related Party Transactions (Details) | Jun. 30, 2020 | Dec. 31, 2019 |
Bristol-Myers Squibb Company (BMS, formerly Celgene) | Bristol-Myers Squibb Company (BMS, formerly Celgene) | ||
Related Party Transactions | ||
Ownership percentage of entity's fully diluted equity | 11.80% | 12.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ / shares in Units, $ in Millions | Jul. 06, 2020USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Sale of stock, consideration received | $ | $ 492.5 |
Public Stock Offering | |
Subsequent Event [Line Items] | |
Number of shares issued in transaction (in shares) | 5,594,593 |
Price per share (in usd per share) | $ / shares | $ 92.50 |
Over-Allotment Option | |
Subsequent Event [Line Items] | |
Number of shares issued in transaction (in shares) | 729,729 |