Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 18, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | BLUE | ||
Entity Registrant Name | bluebird bio, Inc. | ||
Entity Central Index Key | 1,293,971 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 36,927,638 | ||
Entity Public Float | $ 6,054,326,404 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 164,269 | $ 347,845 |
Marketable securities | 353,680 | 125,710 |
Prepaid expenses and other current assets | 6,016 | 6,434 |
Total current assets | 523,965 | 479,989 |
Marketable securities | 347,814 | 18,448 |
Property and equipment, net | 82,614 | 15,740 |
Intangible assets, net | 24,456 | 28,219 |
Goodwill | 13,128 | 13,128 |
Restricted cash and other non-current assets | 10,360 | 1,215 |
Total assets | 1,002,337 | 556,739 |
Current liabilities: | ||
Accounts payable | 6,334 | 2,954 |
Accrued expenses and other current liabilities | 28,145 | 14,649 |
Deferred revenue, current portion | 5,889 | 25,375 |
Total current liabilities | 40,368 | 42,978 |
Deferred rent, net of current portion | 8,294 | 8,674 |
Deferred revenue, net of current portion | 35,959 | 5,302 |
Contingent consideration, net of current portion | 5,082 | 6,321 |
Construction financing lease obligation | 61,901 | |
Other non-current liabilities | 237 | 2,207 |
Total liabilities | $ 151,841 | $ 65,482 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 5,000 shares authorized; 0 shares issued and outstanding at December 31, 2015 and December 31, 2014 | ||
Common stock, $0.01 par value, 125,000 shares authorized; 36,894 and 32,340 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively | $ 369 | $ 323 |
Additional paid-in capital | 1,166,585 | 638,389 |
Accumulated other comprehensive loss | (2,291) | (71) |
Accumulated deficit | (314,167) | (147,384) |
Total stockholders' equity | 850,496 | 491,257 |
Total liabilities and stockholders' equity | $ 1,002,337 | $ 556,739 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 36,894,000 | 32,340,000 |
Common stock, shares outstanding | 36,894,000 | 32,340,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||
Collaboration revenue | $ 14,079 | $ 25,031 | $ 19,792 |
Research and license fees | 390 | 389 | |
Total revenue | 14,079 | 25,421 | 20,181 |
Operating expenses: | |||
Research and development | 134,038 | 62,574 | 31,002 |
General and administrative | 46,209 | 23,227 | 14,126 |
Change in fair value of contingent consideration | 2,869 | 246 | |
Total operating expenses | 183,116 | 86,047 | 45,128 |
Loss from operations | (169,037) | (60,626) | (24,947) |
Other income (expense), net: | |||
Interest income, net | 1,591 | 152 | 29 |
Other income (expense), net | 723 | (32) | (403) |
Total other income (expense), net | 2,314 | 120 | (374) |
Loss before income taxes | (166,723) | (60,506) | (25,321) |
Income tax (expense) benefit | (60) | 11,797 | |
Net loss | $ (166,783) | $ (48,709) | $ (25,321) |
Net loss per share - basic and diluted | $ (4.81) | $ (1.83) | $ (2.02) |
Weighted-average number of common shares used in computing net loss per share - basic and diluted | 34,669 | 26,546 | 12,555 |
Other comprehensive income (loss): | |||
Unrealized loss on available-for-sale securities, net of tax | $ (2,220) | $ (71) | |
Total other comprehensive loss | (2,220) | (71) | |
Comprehensive loss | $ (169,003) | $ (48,780) | $ (25,321) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Common Stock [Member]Pregenen [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Pregenen [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Series A -2 Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Series A -1 Convertible Preferred Stock [Member] |
Beginning balance at Dec. 31, 2012 | $ (55,747) | $ 3 | $ 15,267 | $ (73,354) | $ 7,137 | $ 40,321 | $ 12,382 | $ 60,000 | $ 2,337 | |||
Beginning balance, shares at Dec. 31, 2012 | 309 | 22,304 | 115,204 | 39,943 | 120,409 | 12,981 | ||||||
Vesting of restricted stock issued in exchange for nonrecourse note (in shares) | 41 | |||||||||||
Vesting of restricted stock units, shares | 45 | |||||||||||
Proceeds from issuance of common stock upon public offering, net of issuance costs | 104,921 | $ 69 | 104,852 | |||||||||
Proceeds from issuance of common stock upon public offering, net of issuance costs, shares | 6,832 | |||||||||||
Conversion of convertible preferred stock into common stock | 119,841 | $ 164 | 122,014 | $ (7,137) | $ (40,321) | $ (12,382) | $ (60,000) | $ (2,337) | ||||
Conversion of convertible preferred stock into common stock, shares | 16,389 | (22,304) | (115,204) | (39,943) | (120,409) | (12,981) | ||||||
Reclassification of warrants to purchase preferred stock to stockholders' equity | 655 | 655 | ||||||||||
Repayment of nonrecourse note | 344 | 344 | ||||||||||
Exercise of common stock warrants | $ 1 | (1) | ||||||||||
Exercise of common stock warrants, shares | 102 | |||||||||||
Exercise of stock options | 483 | $ 2 | 481 | |||||||||
Exercise of stock options, shares | 222 | |||||||||||
Stock-based compensation | 6,491 | 6,491 | ||||||||||
Net loss | (25,321) | (25,321) | ||||||||||
Ending balance at Dec. 31, 2013 | 151,667 | $ 239 | 250,103 | (98,675) | ||||||||
Ending balance, shares at Dec. 31, 2013 | 23,940 | |||||||||||
Vesting of restricted stock issued in exchange for nonrecourse note | $ 1 | (1) | ||||||||||
Vesting of restricted stock issued in exchange for nonrecourse note (in shares) | 69 | |||||||||||
Proceeds from issuance of common stock upon public offering, net of issuance costs | 353,042 | $ 65 | 352,977 | |||||||||
Proceeds from issuance of common stock upon public offering, net of issuance costs, shares | 6,498 | |||||||||||
Issuance of common stock in connection with acquisition | 19,474 | $ 4 | 19,470 | |||||||||
Issuance of common stock in connection with acquisition, shares | 411 | |||||||||||
Exercise of common stock warrants | $ 1 | (1) | ||||||||||
Exercise of common stock warrants, shares | 114 | |||||||||||
Exercise of stock options | 5,049 | $ 13 | 5,036 | |||||||||
Exercise of stock options, shares | 1,306 | |||||||||||
Issuance of common stock in exchange for consulting services to non-employees | 42 | 42 | ||||||||||
Issuance of common stock in exchange for consulting services, shares | 2 | |||||||||||
Stock-based compensation | 10,763 | 10,763 | ||||||||||
Unrealized loss on available-for-sale securities, net of tax | (71) | $ (71) | ||||||||||
Net loss | (48,709) | (48,709) | ||||||||||
Ending balance at Dec. 31, 2014 | $ 491,257 | $ 323 | 638,389 | (71) | (147,384) | |||||||
Ending balance, shares at Dec. 31, 2014 | 32,340 | 32,340 | ||||||||||
Vesting of restricted stock units | $ 1 | (1) | ||||||||||
Vesting of restricted stock units, shares | 62 | |||||||||||
Proceeds from issuance of common stock upon public offering, net of issuance costs | $ 477,247 | $ 29 | 477,218 | |||||||||
Proceeds from issuance of common stock upon public offering, net of issuance costs, shares | 2,941 | |||||||||||
Issuance of common stock in connection with acquisition | $ 1 | $ (1) | ||||||||||
Issuance of common stock in connection with acquisition, shares | 94 | |||||||||||
Exercise of common stock warrants | $ 2 | (2) | ||||||||||
Exercise of common stock warrants, shares | 164 | |||||||||||
Exercise of stock options | $ 9,383 | $ 13 | 9,370 | |||||||||
Exercise of stock options, shares | 1,283 | 1,282 | ||||||||||
Purchase of common stock under ESPP | $ 492 | 492 | ||||||||||
Purchase of common stock under ESPP, shares | 11 | |||||||||||
Stock-based compensation | 41,120 | 41,120 | ||||||||||
Unrealized loss on available-for-sale securities, net of tax | (2,220) | (2,220) | ||||||||||
Net loss | (166,783) | (166,783) | ||||||||||
Ending balance at Dec. 31, 2015 | $ 850,496 | $ 369 | $ 1,166,585 | $ (2,291) | $ (314,167) | |||||||
Ending balance, shares at Dec. 31, 2015 | 36,894 | 36,894 |
Consolidated Statements of Con6
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement Of Stockholders Equity [Abstract] | |||
Costs from IPO | $ 22,753 | $ 23,295 | $ 11,229 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities | |||
Net loss | $ (166,783) | $ (48,709) | $ (25,321) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Noncash benefit on release of tax valuation allowance | (11,797) | ||
Depreciation and amortization | 7,419 | 4,228 | 941 |
Stock-based compensation expense | 41,120 | 10,763 | 6,491 |
Change in fair value of contingent consideration | 2,344 | 246 | |
Issuance of restricted common stock in exchange for consulting services to non-employees | 168 | ||
Re-measurement of warrants | 440 | ||
Other non-cash items | 1,513 | 142 | 9 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (6,847) | 307 | (4,214) |
Accounts payable | 2,541 | (2,249) | 2,067 |
Accrued expenses and other liabilities | 9,423 | 9,969 | 761 |
Deferred revenue | 11,171 | (24,871) | 54,868 |
Deferred rent | (330) | 2,110 | 7,408 |
Net cash (used in) provided by operating activities | (98,429) | (59,693) | 43,450 |
Investing activities | |||
Restricted cash | (8,816) | 209 | (1,153) |
Purchase of property and equipment | (7,055) | (8,708) | (8,670) |
Purchases of marketable securities | (755,175) | (174,981) | |
Proceeds from maturities of marketable securities | 199,179 | 30,960 | |
Acquisition of business, net of cash acquired | (4,673) | ||
Net cash used in investing activities | (571,867) | (157,193) | (9,823) |
Financing activities | |||
Cash paid for contingent purchase price consideration | (453) | ||
Proceeds from public offering of common stock, net of issuance costs | 477,064 | 353,226 | 104,921 |
Repayment of nonrecourse note collateralized by restricted stock | 344 | ||
Proceeds from issuance of common stock | 10,109 | 5,226 | 376 |
Net cash provided by financing activities | 486,720 | 358,452 | 105,641 |
(Decrease) increase in cash and cash equivalents | (183,576) | 141,566 | 139,268 |
Cash and cash equivalents at beginning of period | 347,845 | 206,279 | 67,011 |
Cash and cash equivalents at end of period | 164,269 | 347,845 | 206,279 |
Non-cash investing and financing activities: | |||
Construction financing lease obligation | 61,901 | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 2,089 | 387 | 1,924 |
Offering expenses included in accounts payable and accrued expenses | 183 | ||
Reclassification of warrants to additional paid-in capital | 655 | ||
Conversion of preferred stock to common stock upon closing of IPO | 122,178 | ||
Stock option exercise proceeds receivable | $ 17 | $ 98 | $ 107 |
Description of the business
Description of the business | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of the business | 1. Description of the business bluebird bio, Inc. (the “Company” or “bluebird”) was incorporated in Delaware on April 16, 1992, and is headquartered in Cambridge, Massachusetts. The Company researches, develops, manufactures and plans to commercialize gene therapies for the treatment of severe genetic and rare diseases and in the field of T cell-based immunotherapy. Since its inception, the Company has devoted substantially all of its resources to its research and development efforts relating to its product candidates, including activities to manufacture product candidates, conduct clinical studies of its product candidates, perform preclinical research to identify new product candidates and provide general and administrative support for these operations. On June 30, 2014, the Company acquired all of the outstanding capital stock of Precision Genome Engineering, Inc. (“Pregenen”) and in connection therewith, obtained the rights to Pregenen’s gene editing and cell signaling technology. See Note 11, “Business combinations,” for additional information. In July 2014, the Company sold 3,450,000 shares of common stock (inclusive of 450,000 shares of common stock sold by the Company pursuant to the full exercise of an overallotment option granted to the underwriters in connection with the offering) through an underwritten public offering at a price of $34.00 per share. The aggregate net proceeds received by the Company from the offering were $109.8 million, net of underwriting discounts and commissions and offering expenses payable by the Company of approximately $7.5 million. In December 2014, the Company sold 3,047,500 shares of common stock (inclusive of 397,500 shares of common stock sold by the Company pursuant to the full exercise of an overallotment option granted to the underwriters in connection with the offering) through an underwritten public offering at a price of $85.00 per share. The aggregate net proceeds received by the Company from the offering were $243.3 million, net of underwriting discounts and commissions and estimated offering expenses payable by the Company of approximately $15.8 million. In June 2015, the Company sold 2,941,176 shares of common stock through an underwritten public offering at a price of $170.00 per share. The aggregate net proceeds received by the Company from the offering were $477.2 million, net of underwriting discounts and commissions and offering expenses of approximately $22.8 million. As of December 31, 2015, the Company had cash, cash equivalents and marketable securities of $865.8 million. Although the Company has incurred recurring losses, the Company expects its cash, cash equivalents and marketable securities will be sufficient to fund current operations for at least the next twelve months. |
Summary of significant accounti
Summary of significant accounting policies and basis of presentation | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies and basis of presentation | 2. Summary of significant accounting policies and basis of presentation Basis of presentation and principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Precision Genome Engineering, Inc., bluebird bio France – SARL, bluebird bio Australia Pty Ltd., bluebird bio (Bermuda) Ltd. and bluebird bio Securities Corporation. All intercompany balances and transactions have been eliminated in consolidation. The assets acquired and liabilities assumed in connection with the Company’s acquisition of Pregenen were recorded at their fair values as of June 30, 2014, the date of the acquisition, and the operating results of Pregenen have been consolidated with those of the Company from the date of acquisition. These 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”). Certain aggregations of prior year amounts have been made to conform to current year presentation. In the consolidated balance sheets, prior year deferred tax assets are included within prepaid expenses and other current assets and prior year deferred tax liabilities are included within other non-current liabilities. In the statements of operations and comprehensive loss, prior year foreign currency gains (losses), re-measurement of warrants, and other income are included within other income (expense), net. Foreign currency translation The Company’s consolidated financial statements are prepared in U.S. dollars. Its foreign subsidiaries use the U.S. dollar as their functional currency and maintains records in the local currency. Nonmonetary assets and liabilities are re-measured at historical rates and monetary assets and liabilities are re-measured at exchange rates in effect at the end of the reporting period. Income statement accounts are re-measured at average exchange rates for the reporting period. The resulting gains or losses are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could materially differ from those estimates. 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 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 financial statements. Estimates are used in the following areas, among others: acquisition-date fair value and subsequent fair value estimates used to assess potential impairment of long-lived assets, including goodwill and intangible assets, construction financing lease obligations, contingent consideration, stock-based compensation expense, accrued expenses, revenue and income taxes. Segment information Operating 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 views its operations and manages its business in one operating segment. All material long-lived assets of the Company reside in the United States. Cash and cash equivalents The Company considers all highly liquid investments purchased with original final maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents comprise funds in cash, money market accounts, U.S. Treasury securities, and federally insured deposits. Cash equivalents are reported at fair value. Marketable securities The Company classifies marketable securities with a remaining maturity when purchased of greater than three months as available-for-sale. Marketable securities with a remaining maturity date greater than one year are classified as non-current. Available-for-sale securities are maintained by an investment manager and may consist of U.S. Treasury securities, U.S. government agency securities, and certificates of deposit. Available-for-sale securities are carried at fair value with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders’ equity until realized. Any premium or discount arising at purchase is amortized and/or accreted to interest income and/or expense over the life of the instrument. Realized gains and losses are determined using the specific identification method and are included in other income (expense). If any adjustment to fair value reflects a decline in value of the investment, the Company considers all available evidence to evaluate the extent to which the decline is “other-than-temporary” and, if so, mark the investment to market through a charge to the Company’s statement of operations and comprehensive loss. Concentrations of credit risk and off-balance sheet risk Financial instruments that subject the Company to credit risk primarily consist of cash and cash equivalents and available-for-sale securities. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and, consequently, the Company believes that such funds are subject to minimal credit risk. The Company’s available-for-sale investments primarily consist of U.S. Treasury securities, U.S. government agency securities and certificates of deposit, and potentially subject the Company to concentrations of credit risk. The Company has adopted an investment policy which limits the amounts the Company may invest in any one type of investment and requires all investments held by the Company to be at least AA+/Aa1 rated, thereby reducing credit risk exposure. Fair value of financial instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The three levels of the fair value hierarchy are described below: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Items measured at fair value on a recurring basis include marketable securities (Note 3 and Note 4) and contingent consideration (Note 4 and Note 11). The carrying amounts of accounts payable and accrued expenses approximate their fair values due to their short-term maturities. Business combinations On June 30, 2014, the Company completed its acquisition of Pregenen for total consideration of $31.0 million, consisting of cash consideration of $5.1 million, common stock consideration of $19.3 million and contingent consideration with an estimated fair value of $6.6 million on the date of purchase. The estimated fair value of the contingent consideration is based upon significant assumptions regarding probabilities of successful achievement of related milestones, the estimated timing in which the milestones are achieved and discount rates. The estimated fair value could materially differ from actual values or fair values determined using different assumptions. See Note 4, “Fair value measurements,” for additional information. This transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at fair value as of the date of acquisition, with the excess purchase price recorded as goodwill. The estimated fair values of the assets acquired and liabilities assumed at the date of acquisition are summarized in Note 11, “Business combinations.” The estimated fair values of acquired assets and assumed liabilities were determined using the methods discussed in the following paragraphs and require significant judgment and estimates, which could materially differ from actual values and fair values determined using different methods or assumptions. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets acquired when accounted for using the acquisition method of accounting for business combinations. Goodwill is not amortized but is evaluated for impairment within the Company’s single reporting unit on an annual basis, during the fourth quarter, or more frequently if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of the Company’s reporting unit below its carrying amount. The Company has not recognized any impairment charges related to goodwill. Intangible assets Intangible assets consist of acquired core technology with finite lives. The Company amortizes its intangible assets using the straight-line method over their estimated economic lives. The Company evaluates the potential impairment of intangible assets if events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. The impairment test is based on a comparison of the undiscounted cash flows expected to be generated from the use of the asset group and its eventual disposition to the carrying value of the asset group. If impairment is indicated, the asset is written down by the amount by which the carrying value of the asset exceeds the related fair value of the asset. The Company has not recognized an impairment charge related to intangible assets. Contingent consideration Each reporting period, the Company revalues the contingent consideration obligations associated with business combinations to their fair value and records within operating expenses increases in their fair value as contingent consideration expense and decreases in the fair value as contingent consideration income. Changes in contingent consideration result from changes in the assumptions regarding probabilities of successful achievement of related milestones, the estimated timing in which the milestones are achieved and the discount rate used to estimate the fair value of the liability. Contingent consideration may change significantly as development of the Company’s programs in certain indications progress and additional data are obtained, impacting the Company’s assumptions. The assumptions used in estimating fair value require significant judgment. The use of different assumptions and judgments could result in a materially different estimate of fair value. See Note 4, “Fair value measurements,” for additional information. Property and equipment Property and equipment is stated at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: Asset Estimated useful life Computer equipment and software 3 years Office and laboratory equipment 2 -5 years Leasehold improvements Shorter of the useful life or remaining lease term The Company records certain estimated construction costs incurred and reported by a landlord as an asset and corresponding construction financing lease obligation on the consolidated balance sheets. See Note 8, “Commitments and contingencies,” for additional information. Impairment of long-lived assets The Company reviews long-lived assets when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. No impairment losses have been recorded during the years ended December 31, 2015, 2014 and 2013. Warrants to purchase convertible preferred stock In conjunction with various financing transactions, the Company issued warrants to purchase shares of the Company’s convertible preferred stock. Upon closing of the Company’s Initial Public Offering (“IPO”) in June 2013, all warrants exercisable for convertible preferred stock were automatically converted into warrants exercisable for common stock, resulting in the reclassification of the related convertible preferred stock warrant liability to additional paid-in capital. As of December 31, 2015, there are no warrants outstanding. Revenue recognition The Company has primarily generated revenue through collaboration arrangements, research arrangements and license arrangements with strategic partners and nonprofit organizations for the development and commercialization of product candidates. Additionally, the Company has generated revenue from research and development grant programs. The Company recognizes revenue in accordance with FASB ASC Topic 605, Revenue Recognition (“ASC 605”). Accordingly, revenue is recognized for each unit of accounting when all of the following criteria are met: · Persuasive evidence of an arrangement exists · Delivery has occurred or services have been rendered · The seller’s price to the buyer is fixed or determinable · Collectability is reasonably assured Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s consolidated balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, current portion. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Collaboration revenue As of December 31, 2015, the Company’s collaboration revenue is generated exclusively from its collaboration arrangement with Celgene Corporation (“Celgene”), which was originally entered into in March 2013 and was subsequently amended in June 2015 (the “Amended Collaboration Agreement”). The amended terms of this arrangement contain multiple deliverables, which include at inception: (i) research and development services, (ii) participation on a joint steering committee (“JSC”), (iii) participation on the patent committee, (iv) a license to the first product candidate, (v) manufacture of vectors and associated payload for incorporation into the first optioned product candidate under the license, and (vi) participation on a joint governance committee (“JGC”) under the co-development and co-promotion agreement for the first optioned product candidate under the license. In connection with the Amended Collaboration Agreement, the Company received an upfront, one-time, non-refundable, non-creditable payment of $25.0 million to fund research and development under the collaboration. Other non-refundable payments to the Company under this arrangement may include: (i) product candidate license fees, (ii) payments in the event the Company does not exercise its option to co-develop and co-promote in the United States, (iii) payments for the manufacture and supply of vectors and payloads, (iv) payments based on the achievement of certain clinical, regulatory, and commercials milestones and (v) royalties on product sales. The Company analyzes multiple-element arrangements based on the guidance in FASB ASC Topic 605-25, Revenue Recognition-Multiple-Element Arrangements (“ASC 605-25”). Pursuant to the guidance in ASC 605-25, the Company evaluates multiple-element arrangements to determine (1) the deliverables included in the arrangement and (2) whether the individual deliverables represent separate units of accounting or whether they must be accounted for as a combined unit of accounting. This evaluation involves subjective determinations and requires management to make judgments about the individual deliverables and whether such deliverables are separable from the other aspects of the contractual relationship. Deliverables are considered separate units of accounting provided that: (i) the delivered item(s) has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company. In assessing whether an item has standalone value, the Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. In addition, the Company considers whether the collaboration partner can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s) and whether there are other vendors that can provide the undelivered element(s). The Company’s collaboration arrangement does not contain a general right of return relative to the delivered item(s). Arrangement consideration that is fixed or determinable is allocated among the separate units of accounting using the relative selling price method. Then, the applicable revenue recognition criteria in ASC 605-25 are applied to each of the separate units of accounting in determining the appropriate period and pattern of recognition. The Company determines the selling price of a unit of accounting following the hierarchy of evidence prescribed by ASC 605-25. Accordingly, the Company determines the estimated selling price for units of accounting within each arrangement using vendor-specific objective evidence (“VSOE”) of selling price, if available, third-party evidence (“TPE”) of selling price if VSOE is not available, or best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. The Company typically uses BESP to estimate the selling price, since it generally does not have VSOE or TPE of selling price for its units of accounting. Determining the BESP for a unit of accounting requires significant judgment. In developing the BESP for a unit of accounting, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. The Company validates the BESP for units of accounting by evaluating whether changes in the key assumptions used to determine the BESP will have a significant effect on the allocation of arrangement consideration between multiple units of accounting. Options are considered substantive if, at the inception of the arrangement, the Company is at risk as to whether the collaboration partner will choose to exercise the option. Factors that the Company considers in evaluating whether an option is substantive include the overall objective of the arrangement, the benefit the collaborator might obtain from the arrangement without exercising the option, the cost to exercise the option and the likelihood that the option will be exercised. For arrangements under which an option is considered substantive, the Company does not consider the item underlying the option to be a deliverable at the inception of the arrangement and the associated option fees are not included in allocable arrangement consideration, assuming the option is not priced at a significant and incremental discount. Conversely, for arrangements under which an option is not considered substantive or if an option is priced at a significant and incremental discount, the Company would consider the item underlying the option to be a deliverable at the inception of the arrangement and a corresponding amount would be included in allocable arrangement consideration. One of the options in the Amended Collaboration Agreement has been determined not to be substantive and any other options have been determined to be substantive. None of the options are priced at a significant and incremental discount. The Company recognizes arrangement consideration allocated to each unit of accounting when all of the revenue recognition criteria in ASC 605-25 are satisfied for that particular unit of accounting. The Company will recognize as revenue arrangement consideration attributed to licenses that have standalone value from the other deliverables to be provided in an arrangement upon delivery. The Company will recognize as revenue arrangement consideration attributed to licenses that do not have standalone value from the other deliverables to be provided in an arrangement over the Company’s estimated performance period as the arrangement would be accounted for as a single unit of accounting. The Company recognizes revenue from the Celgene arrangement associated research and development services, joint steering committee services and patent committee services ratably over the associated period of performance, which is initially estimated to be three years. If there is no discernible pattern of performance and/or objectively measurable performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line basis over the period the Company is expected to complete its performance obligations. Conversely, if the pattern of performance in which the service is provided to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes revenue under the arrangement using the proportional performance method. Revenue recognized is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line method or proportional performance method, as applicable, as of the period ending date. At the inception of an arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether: (i) the consideration is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the Company’s performance to achieve the milestone, (ii) the consideration relates solely to past performance and (iii) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone in making this assessment. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. The Company has concluded that all of the clinical and regulatory milestones pursuant to its collaboration arrangement are substantive. Accordingly, in accordance with FASB ASC Topic 605-28, Revenue Recognition-Milestone Method, revenue from clinical and regulatory milestone payments will be recognized in its entirety upon successful accomplishment of the milestone, assuming all other revenue recognition criteria are met. Milestones that are not considered substantive would be recognized as revenue over the remaining period of performance, assuming all other revenue recognition criteria are met. All commercial milestones will be accounted for in the same manner as royalties and recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. The Company will recognize royalty revenue in the period of sale of the related product(s), based on the underlying contract terms, provided that the reported sales are reliably measurable and the Company has no remaining performance obligations, assuming all other revenue recognition criteria are met. Research fees and license fees The terms of the Company’s research agreements and license agreements have previously included delivery of an intellectual property license or the performance of research and development activities. The Company does not have any material research arrangements or license arrangements that contain multiple deliverables. The Company is compensated under research arrangements and license arrangements through nonrefundable up-front payments and future royalties on net product sales. Research fees are recognized as revenue on a straight-line basis over the period that the research services are expected to be performed unless the Company’s pattern of performance can be determined to be other than straight-line, in which case, the Company uses the proportional performance method. Nonrefundable license fees are recognized as revenue upon delivery provided there are no undelivered elements in the arrangement. Research and development expenses Research and development costs are charged to expense as costs are incurred in performing research and development activities, including salaries and benefits, facilities costs, overhead costs, clinical study and related clinical manufacturing costs, contract services and other related costs. Research and development costs, including up-front fees and milestones paid to collaborators, are also expensed as incurred. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. Stock-based compensation The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock units and modifications to existing stock options, to be recognized in the consolidated statements of operations and comprehensive loss based on their fair values. The Company uses the Black-Scholes option pricing model to determine the fair value of options granted. The Company’s stock-based awards are subject to either service or performance-based vesting conditions. Compensation expense related to awards to employees and directors with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Compensation expense related to awards to non-employees with service-based vesting conditions is recognized based on the then-current fair value at each financial reporting date prior to the measurement date over the associated service period of the award, which is generally the vesting term, using the accelerated attribution method. Compensation expense related to awards to employees with performance-based vesting conditions is recognized based on the grant date fair value over the requisite service period using the accelerated attribution method to the extent achievement of the performance condition is probable. Compensation expense related to awards to non-employees with performance-based vesting conditions is recognized based on the then-current fair value at each financial reporting date prior to the measurement date over the requisite service period using the accelerated attribution method to the extent achievement of the performance condition is probable. The Company expenses restricted stock unit awards to employees based on the fair value of the award on a straight-line basis over the associated service period of the award. Awards of restricted stock units to non-employees are adjusted through share-based compensation expense at each reporting period end to reflect the current fair value of such awards and expensed using an accelerated attribution model. The Company estimates the fair value of its option awards to employees and directors using the Black-Scholes option pricing model, which requires the input of and subjective assumptions, including (i) the expected stock price volatility, (ii) the calculation of expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends. Due to the lack of company specific historical and implied volatility data of its common stock, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. When selecting these public companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company computes historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. The Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. The risk-free interest rates for periods within the expected term of the option are based on the U.S. Treasury securities with a maturity date commensurate with the expected term of the |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable securities | 3. Marketable securities The following table summarizes the available-for-sale securities held at December 31, 2015 and 2014 (in thousands): Description Amortized Cost Unrealized Gains Unrealized Losses Fair Value December 31, 2015 U.S. government agency securities and treasuries $ 689,425 $ 22 $ (2,300 ) $ 687,147 Certificates of deposit 14,360 — (13 ) 14,347 Total $ 703,785 $ 22 $ (2,313 ) $ 701,494 December 31, 2014 U.S. government agency securities $ 131,589 $ 6 $ (59 ) $ 131,536 Certificates of deposit 12,640 — (18 ) 12,622 Total $ 144,229 $ 6 $ (77 ) $ 144,158 No available-for-sale securities held as of December 31, 2015 or 2014 had remaining maturities greater than three years. |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | 4. Fair value measurements The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2015 and 2014 (in thousands): Description Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) December 31, 2015 Assets: Cash and cash equivalents $ 164,269 $ 158,269 $ 6,000 $ — Marketable securities: U.S. government agency securities and treasuries 687,147 — 687,147 — Certificates of deposit 14,347 — 14,347 — Total assets $ 865,763 $ 158,269 $ 707,494 $ — Liabilities: Contingent consideration $ 8,665 $ — $ — $ 8,665 Total liabilities $ 8,665 $ — $ — $ 8,665 December 31, 2014 Assets: Cash and cash equivalents $ 347,845 $ 347,845 $ — $ — Marketable securities: U.S. government agency securities 131,536 — 131,536 — Certificates of deposit 12,622 — 12,622 — Total assets $ 492,003 $ 347,845 $ 144,158 $ — Liabilities: Contingent consideration $ 6,796 $ — $ — $ 6,796 Total liabilities $ 6,796 $ — $ — $ 6,796 Cash and cash equivalents The Company considers all highly liquid securities with original final maturities of three months or less from the date of purchase to be cash equivalents. As of December 31, 2015, cash and cash equivalents comprise funds in cash, money market accounts, U.S. Treasury securities and federally insured deposits. As of December 31, 2014, cash and cash equivalents comprise funds in cash and money market accounts. Marketable securities The amortized cost of available-for-sale securities is adjusted for amortization of premiums and accretion of discounts to maturity. At December 31, 2015 and 2014, the balance in the Company’s accumulated other comprehensive loss was composed solely of activity related to the Company’s available-for-sale marketable securities. There were no realized gains or losses recognized on the maturity of available-for-sale securities during the years ended December 31, 2015 or 2014, and as a result, the Company did not reclassify any amount out of accumulated other comprehensive income (loss) for the same periods. The aggregate fair value of securities held by the Company in an unrealized loss position for less than twelve months as of December 31, 2015 and 2014 was $638.1 Contingent consideration In connection with the acquisition of Pregenen, the Company recorded contingent consideration pertaining to the amounts potentially payable to Pregenen’s former equityholders pursuant to the Stock Purchase Agreement by and among the Company, Pregenen and Pregenen’s former equityholders. Contingent consideration is measured at fair value and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions the Company believes would be made by a market participant. The Company assesses these estimates on an on-going basis as additional data impacting the assumptions is obtained. Future changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within the consolidated statements of operations and comprehensive loss. Contingent consideration may change significantly as development progresses and additional data are obtained, impacting the Company’s assumptions regarding probabilities of successful achievement of related milestones used to estimate the fair value of the liability and the timing in which they are expected to be achieved. In evaluating the fair value information, considerable judgment is required to interpret the market data used to develop the estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques could result in materially different fair value estimates. The significant unobservable inputs used in the measurement of fair value of the Company’s contingent consideration are probabilities of successful achievement of preclinical, clinical and commercial milestones, the period in which these milestones are expected to be achieved ranging from 2016 to 2026 and discount rates ranging from 9.5% to 13.5%. Significant increases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value measurement, respectively. Significant increases or decreases in these other inputs would result in a significantly lower or higher fair value measurement, respectively. The table below provides a roll-forward of fair value of the Company’s contingent consideration obligations which include Level 3 inputs (in thousands): Year ended December 31, 2015 2014 Beginning balance $ 6,796 $ — Additions — 6,550 Changes in fair value 2,869 246 Payments (1,000 ) — Ending balance $ 8,665 $ 6,796 As of December 31, 2015 and 2014, $3.6 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and equipment, net | 5. Property and equipment, net Property and equipment, net, consists of the following (in thousands): December 31, 2015 2014 Computer equipment and software $ 1,259 $ 814 Office equipment 1,104 786 Laboratory equipment 10,520 7,223 Leasehold improvements 11,010 10,318 Construction-in-progress 65,542 — Total property and equipment 89,435 19,141 Less accumulated depreciation and amortization (6,821 ) (3,401 ) Property and equipment, net $ 82,614 $ 15,740 Depreciation and amortization expense related to property and equipment was $3.7 |
Restricted cash
Restricted cash | 12 Months Ended |
Dec. 31, 2015 | |
Cash And Cash Equivalents [Abstract] | |
Restricted cash | 6. Restricted cash As of December 31, 2015 and 2014, the Company maintained letters of credit of $10.0 |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Accrued expenses and other current liabilities | 7. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2015 2014 Employee compensation $ 5,935 $ 4,943 Accrued goods and services 16,153 7,358 Accrued professional fees 1,014 428 Deferred rent, current portion 964 914 Contingent consideration, current portion 3,584 475 Other 495 531 Total accrued expenses and other current liabilities $ 28,145 $ 14,649 The change in fair value of contingent consideration was primarily related to an increase in the probability of successful achievement of milestones expected to be achieved within the next twelve months. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 8. Commitments and contingencies On June 3, 2013, the Company entered into a nine-year building lease for approximately 43,600 square feet of space located at 150 Second Street, Cambridge, Massachusetts, which commenced in December 2013. This lease was amended in June 2014 to add approximately 9,900 additional square feet. The lease originally had monthly lease payments of $0.2 million for the first 12 months, which increased to $0.3 million per month beginning in December 2014 due to the lease amendment, with annual rent escalations thereafter. Rent expense is recognized on a straight-line basis over the term of the lease. The Company has the option to extend this lease by an additional five years. The lease provided a contribution from the landlord towards the initial build-out of the space of up to $7.8 million. The Company capitalizes the leasehold improvements as property and equipment and records the landlord incentive payments received as deferred rent and amortizes these amounts as reductions to rent expense over the lease term. In addition, in accordance with the lease, the Company entered into a cash-collateralized irrevocable standby letter of credit in the amount of $0.8 million, naming the landlord as beneficiary. This may be reduced to $0.6 million upon the second anniversary of the rent commencement date in the second quarter of 2016. The lease for the Company’s former headquarters, located at 840 Memorial Drive, Cambridge, Massachusetts, expired on March 31, 2015. On June 29, 2015, the Company entered into a lease agreement for additional office space located at 215 First Street, Cambridge, Massachusetts. Under the terms of the lease, the Company leased approximately 15,120 square feet starting on July 13, 2015 for $0.5 million per year in base rent, which is subject to a 3% annual rent increase plus certain operating expenses and taxes. The lease may continue until the end of the 60 th th On September 21, 2015, the Company entered into a lease agreement for additional office and laboratory space located in a building (the “Building”) under construction at 60 Binney Street, Cambridge, Massachusetts (the “60 Binney Lease”). Under the terms of the 60 Binney Lease, starting on October 1, 2016, the Company will lease approximately 253,108 square feet of office and laboratory space at $72.50 per square foot per year, or $18.4 million per year in base rent, which is subject to scheduled annual rent increases of 1.75% plus certain operating expenses and taxes. The Company also executed a $9.2 million letter of credit upon signing the 60 Binney Lease, which was required to be collateralized with a bank account at a financial institution in accordance with the 60 Binney Lease agreement. The 60 Binney Lease will continue until the end of the 120 th Because the Company is involved in the construction project, including having responsibility to pay for a portion of the costs of finish work and mechanical, electrical, and plumbing elements of the Building, among other items, the Company is deemed for accounting purposes to be the owner of the Building during the construction period. Accordingly, the Company has recorded project construction costs incurred by the landlord as an asset in “Property and equipment, net” and a related financing obligation in “Construction financing lease obligation” on the Company’s consolidated balance sheet. The Company bifurcates its future lease payments pursuant to the 60 Binney Lease into (i) a portion that is allocated to the Building and (ii) a portion that is allocated to the land on which the Building is being constructed, which is recorded as rental expense. Although the Company estimates that the Company will not begin making lease payments pursuant to the 60 Binney Lease until April 2017, the portion of the lease obligation allocated to the land is treated for accounting purposes as an operating lease that commenced upon execution of the 60 Binney Lease in September 2015. During the year ended December 31, 2015, the Company recognized $0.5 million of non-cash rental expense attributable to the land. As of December 31, 2015, Property and equipment, net, includes $62.1 Once the landlord completes the construction of the Building, the Company will evaluate the 60 Binney Lease in order to determine whether or not the 60 Binney Lease meets the criteria for “sale-leaseback” treatment. If the 60 Binney Lease meets the “sale-leaseback” criteria, the Company will remove the asset and the related liability from its consolidated balance sheet and treat the 60 Binney Lease as either an operating or a capital lease based on the Company’s assessment of the accounting guidance. The Company expects that upon completion of construction of the Building the 60 Binney Lease will not meet the “sale-leaseback” criteria. If the 60 Binney Lease does not meet “sale-leaseback” criteria, the Company will treat the 60 Binney Lease as a financing obligation and will depreciate the asset in accordance with the Company’s accounting policy. As of December 31, 2015, future minimum commitments under the 60 Binney Lease and facility operating leases were as follows (in thousands): Years ended December 31, 60 Binney Street Lease 150 Second Street Lease Other Operating Leases Total Lease Commitments 2016 $ — $ 3,261 $ 1,189 $ 4,450 2017 13,061 3,359 127 16,547 2018 18,591 3,460 — 22,051 2019 18,916 3,563 — 22,479 2020 19,248 3,670 — 22,918 2021 and thereafter 128,132 7,674 — 135,806 Total minimum lease payments $ 197,948 $ 24,987 $ 1,316 $ 224,251 For the 60 Binney Lease, the table above sets forth the future minimum rental payments that the Company is obligated to pay after taking occupancy including amounts reflected on the consolidated balance sheet under the caption “Construction financing lease obligation”. The Company expects to commence these rental payments upon completion of the Building, estimated to be April 2017. Rent expense is calculated on a straight-line basis over the term of the lease. Rent expense recognized under all leases, including additional rent charges for utilities, parking, maintenance, and real estate taxes, and including rental expense attributable to the 60 Binney Lease land was $5.7 The Company is party to various agreements, principally relating to licensed technology, that require future payments relating to milestones not met at December 31, 2015 and December 31, 2014 or royalties on future sales of specified products. 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. 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 unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. The Company’s wholly-owned subsidiary bluebird bio France – SARL participates in the French Crédit d’Impôt Recherche (“CIR”) program, which allows companies to monetize up to 30% of eligible research expenses. The Company received aggregate reimbursement of €1.6 million related to years 2012 through 2014. The Company has not yet applied for €1.0 On June 30, 2014, the Company acquired Pregenen. During 2015, a $1.0 million milestone under the Stock Purchase Agreement was achieved, which resulted in a $1.0 million payment to the former equityholders of Pregenen. The Company may be required to make up to an additional $134.0 million in future contingent cash payments to the former equityholders of Pregenen upon the achievement of certain preclinical, clinical and commercial milestones related to the Pregenen technology, of which $14.0 million relates to preclinical milestones, $20.1 million relates to clinical milestones and $99.9 million relates to commercial milestones. In accordance with accounting for business combinations guidance, contingent consideration liabilities are required to be recognized on the consolidated balance sheets at fair value. Estimating the fair value of contingent consideration requires the use of significant assumptions primarily relating to probabilities of successful achievement of certain preclinical, clinical and commercial milestones, the expected timing in which these milestones will be achieved and discount rates. The use of different assumptions could result in materially different estimates of fair value. See Note 4, “Fair value measurements,” and Note 11, “Business combinations,” for additional information. |
Common stock and preferred stoc
Common stock and preferred stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Common stock and preferred stock | 9. Common stock and preferred stock The Company is authorized to issue 125,000,000 shares of common stock. Holders of common stock are entitled to one vote per share. Holders of common stock are entitled to receive dividends, if and when declared by the Company’s Board of Directors, and to share ratably in the Company’s assets legally available for distribution to the Company’s shareholders in the event of liquidation. Holders of common stock have no preemptive, subscription, redemption or conversion rights. The Company is authorized to issue 5,000,000 shares of preferred stock in one or more series and to fix the powers, designations, preferences and relative participating option or other rights thereof, including dividend rights, conversion rights, voting rights, redemption terms, liquidation preferences and the number of shares constituting any series, without any further vote or action by the Company’s shareholders. As of December 31, 2015 and 2014, the Company had no shares of preferred stock issued or outstanding. Reserved for future issuance The Company has reserved for future issuance the following number of shares of common stock (in thousands): December 31, 2015 2014 Options to purchase common stock 3,532 3,652 Restricted stock units 148 179 2013 Stock Option and Incentive Plan 565 465 Warrants to purchase common stock — 177 2013 Employee Stock Purchase Plan 227 238 Acquisition holdback ( Note 11 — 94 4,472 4,805 |
Significant agreements
Significant agreements | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Significant agreements | 10. Significant agreements Celgene Corporation Original Collaboration Agreement On March 19, 2013, the Company entered into a Master Collaboration Agreement (the “Collaboration Agreement”) with Celgene Corporation (“Celgene”) to discover, develop and commercialize potentially disease-altering gene therapies in oncology. The collaboration is focused on applying gene therapy technology to genetically modify a patient’s own T cells, known as chimeric antigen receptor, or CAR T cells, to target and destroy cancer cells. Additionally, on March 19, 2013, the Company entered into a Platform Technology Sublicense Agreement (the “Sublicense Agreement”) with Celgene pursuant to which the Company obtained a sublicense to certain intellectual property from Celgene, originating under Celgene’s license from Baylor College of Medicine, for use in the collaboration. Under the terms of the Collaboration Agreement, the Company received a $75.0 million up-front, non-refundable cash payment. The Company was responsible for conducting discovery, research and development activities through completion of Phase I clinical studies, if any, during the initial term of the Collaboration Agreement, or three years. The collaboration is governed by a joint steering committee (“JSC”) formed by an equal number of representatives from the Company and Celgene. The JSC, among other activities, reviews the collaboration program, reviews and evaluates product candidates and approves regulatory plans. In addition to the JSC, the Collaboration Agreement provides that the Company and Celgene each appoint representatives to a patent committee, which is responsible for managing the intellectual property developed and used during the collaboration. Amended Collaboration Agreement On June 3, 2015, the Company and Celgene amended and restated the Collaboration Agreement (the “Amended Collaboration Agreement”). Under the Amended Collaboration Agreement, the parties will now focus the collaboration exclusively on anti- B-cell maturation antigen (“BCMA”) product candidates for a new three-year term. In connection with the Amended Collaboration Agreement, the Company received an upfront, one-time, non-refundable, non-creditable payment of $25.0 million to fund research and development under the collaboration. The collaboration will continue to be governed by the JSC. Under the terms of the Amended Collaboration Agreement, for up to two product candidates selected for development under the collaboration, the Company is responsible for conducting and funding all research and development activities performed up through completion of the initial Phase I clinical study, if any, of such product candidate. On a product candidate-by-product candidate basis, up through a specified period following enrollment of the first patient in an initial Phase I clinical study for such product candidate (the “Option Period”), the Company has granted Celgene an option to obtain an exclusive worldwide license to develop and commercialize such product candidate pursuant to a written agreement, the form of which the Company has already agreed upon, provided that, if Celgene does not exercise its option with respect to the first product candidate under the Amended Collaboration Agreement prior to the expiration of the applicable Option Period then it will not be permitted to exercise its option with respect to any future product candidates under the Amended Collaboration Agreement. In the event that Celgene exercises its option with respect to any product candidate, the Company may elect to co-develop and co-promote the product candidate in the United States, provided that, if the Company does not exercise its option co-develop and co-promote the first product candidate in-licensed by Celgene under the Amended Collaboration Agreement, then the Company will not be permitted to exercise its option to co-develop and co-promote any future product candidates under the Amended Collaboration Agreement. If Celgene elects to exercise its option to exclusively in-license a product candidate, it must pay the Company an option fee in the amount of $10.0 million for the first product candidate and $15.0 million for any additional product candidates, plus an additional fee in the amount of $10.0 million in the event the Company does not exercise its option to co-develop and co-promote that product candidate in the United States. In addition to the applicable option fee, for each product candidate that is in-licensed by Celgene, and for which the Company does not exercise its option to the Company will be eligible to receive up to $10.0 million in clinical milestone payments, up to $117.0 million in regulatory milestone payments and up to $78.0 million in commercial milestone payments. The Company will also be eligible to receive If the Company elects to co-develop and co-promote a product candidate licensed by Celgene, then the Company and Celgene would share equally in all costs incurred relating to the development, commercialization and manufacturing of the product candidate within the United States and share equally in the profits generated by such product candidate in the United States. Additionally, if the Company elects to co-develop and co-promote a product candidate, then the milestones and royalties would decrease compared to those described above. Under this scenario, the Company would receive, per product, up to $10.0 million in clinical milestone payments and, outside of the United States, up to $54.0 million in regulatory milestone payments and up to $36.0 million in commercial milestone payments. In addition, to the extent any of the product candidates licensed by Celgene and co-developed and co-promoted by the Company are commercialized, the Company would be entitled to receive tiered royalty payments ranging from the mid-single digits to low-teens based on a percentage of net sales from sales generated outside of the United States. The royalties payable to the Company are subject to certain reductions, including for any royalty payments required to be made by Celgene to acquire patent rights, with an aggregate minimum floor. The co-development and co-promotion agreement would be governed by a joint governance committee, or JGC, formed by representatives from the Company and Celgene. The JGC will, among other activities, supervise the overall performance of the development and commercialization of elected product candidates and licensed products for United States administration. Celgene is solely responsible for the manufacture and supply of drug product for any optioned product candidate. Under the Amended Collaboration Agreement, subject to customary “back-up” supply rights granted to Celgene, the Company has the sole right to manufacture or have manufactured supplies of vectors and associated payloads manufactured for incorporation into the optioned product candidate. Celgene would reimburse the Company for its costs to manufacture and supply such vectors and associated payloads, plus a mid-single digit mark-up. If Celgene does not exercise its option with respect to any product candidate prior to expiration of the applicable option period, then the Company has the right to develop that product candidate outside the scope of the Amended Collaboration Agreement. Either party may terminate the Amended Collaboration Agreement upon written notice to the other party in the event of the other party’s uncured material breach. Celgene may terminate the Amended Collaboration Agreement for any reason upon prior written notice to the Company. If the agreement is terminated, rights to product candidates in development at the time of such termination will be allocated to the parties through a mechanism included in the agreement. In addition, if Celgene terminates the agreement for the Company’s breach, any then-existing co-development and co-promotion agreement will be automatically terminated and replaced with a license agreement for such product candidate and any amounts payable by Celgene under any then-existing product license agreements will be reduced. Under the Amended Collaboration Agreement, the so-called “call option” under the prior collaboration agreement, pursuant to which Celgene had the option to terminate the collaboration agreement and obtain fully paid-up licenses to product candidates in the event of a change of control transaction involving the Company, has been eliminated. Under the Sublicense Agreement, the Company will continue to have access to certain intellectual property rights in-licensed to Celgene pursuant to its collaboration agreement with the Baylor College of Medicine, which was first established in connection with the initiation of the original Collaboration Agreement between the Company and Celgene. Accounting Analysis The Company’s Amended Collaboration Agreement with Celgene contains the following deliverables: (i) research and development services, (ii) participation on the JSC, (iii) participation on the patent committee, (iv) a license to the first product candidate, (v) manufacture of vectors and associated payload for incorporation into the first optioned product candidate under the license, and (vi) participation on the JGC under the co-development and co-promotion agreement for the first optioned product candidate under the license. The license to the first product candidate is considered a deliverable at the inception of the arrangement and therefore the associated option fee is included in allocable arrangement consideration. The Company believes there is minimal risk with regard to whether Celgene will exercise the option based on the successful completion of preclinical activities and proximity of enrollment of the first patient in an initial Phase I clinical study for this product candidate. Further, Celgene loses the right to option any other product candidates if it does not agree to license the first product candidate. The Company has determined that the obligation within the license to manufacture or have manufactured supplies of vectors and associated payloads for incorporation into the first optioned product candidate is a deliverable, consistent with the option to license the first product candidate. However, the Company has determined that the options to license any additional product candidates are substantive options and therefore are not considered deliverables at execution of the Amended Collaboration Agreement. Celgene is not contractually obligated to exercise the options. Additionally, as a result of the uncertain outcome of the discovery, research and development activities, the Company is at risk with regard to whether Celgene will exercise the options to license additional product candidates. Moreover, the Company has determined that the options are not priced at a significant and incremental discount. Accordingly, the options to other product candidates are not considered deliverables at the inception of the arrangement and the associated option fees are not included in allocable arrangement consideration. The Company concluded that each of the three delivered elements at the inception of the agreement (research and development services, participation on the JSC and participation on the patent committee) has standalone value from the other undelivered elements. Additionally, the Amended Collaboration Agreement does not include return rights related to the collaboration term. Accordingly, each deliverable qualifies as a separate unit of accounting. The Company determined that each of the identified deliverables have the same period of performance (the three year term through projected initial Phase I study completion) and have the same pattern of revenue recognition, ratably over the period of performance as there is no other discernible pattern of recognition. The Company identified the allocable arrangement consideration as the $25.0 million up-front research and development funding payment, $10.0 million option fee for the first product candidate, $20.0 million related to remaining deferred revenue from the original Collaboration Agreement, and $54.1 million of contingent revenue related to the estimated amounts that will be received from Celgene for manufacturing services. The $109.0 million total allocable arrangement consideration was allocated based on the relative estimated selling price of the separate units of accounting at the inception of the amended agreement, resulting in $17.3 million allocated to the three delivered elements at the inception of the agreement, which will be recognized over an initial three year term. This initial term will be revisited as the development plan timing changes or as a result of other events that impact the period over which the Company’s obligations relate. The Company evaluated all of the milestones that may be received in connection with Celgene’s option to license a product candidate resulting from the collaboration. In evaluating if a milestone is substantive, the Company assesses whether: (i) the consideration is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the Company’s performance to achieve the milestone, (ii) the consideration relates solely to past performance and (iii) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. All clinical and regulatory milestones that may be received under the option to the license agreement are considered substantive on the basis of the contingent nature of the milestone, specifically reviewing factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the milestone as well as the level of effort and investment required. Accordingly, such amounts will be recognized as revenue in full in the period in which the associated milestone is achieved, assuming all other revenue recognition criteria are met. All commercial milestones will be accounted for in the same manner as royalties and recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. During the years ended December 31, 2015, 2014 and 2013, the Company recognized $14.1million, |
Business combinations
Business combinations | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business combinations | 11. Business combinations On June 30, 2014, the Company completed its acquisition of Pregenen, a privately-held biotechnology company, upon which Pregenen became a wholly-owned subsidiary. As a result, the Company obtained gene editing and cell signaling technology with a broad range of potential therapeutic applications. Under the terms of the Stock Purchase Agreement, the Company purchased all of Pregenen’s outstanding capital stock in exchange for 405,401 unregistered shares of common stock and $5.1 million in cash. The consideration for the transaction also included an additional 94,117 shares of common stock that was held for a period of 18 months after the acquisition to settle potential claims for indemnification for breaches or inaccuracies in Pregenen’s representations and warranties, covenants, and agreements and an additional 2,119 shares relating to a working capital adjustment. On December 29, 2015, 94,117 shares of common stock were granted in full to Pregenen’s former equityholders. The Stock Purchase Agreement also provides for up to $135.0 million in future contingent cash payments upon the achievement of certain preclinical, clinical and commercial milestones related to the Pregenen technology, $134.0 million of which have not yet been achieved as of December 31, 2015, which is comprised of $14.0 million in preclinical milestones, $20.1 million in clinical milestones and $99.9 million in commercial milestones. During 2015, a $1.0 million milestone under the Stock Purchase Agreement was achieved and paid to the former equityholders of Pregenen. The acquisition-date fair value of the purchase consideration is as follows (in thousands): Cash $ 5,093 Common stock 19,348 Contingent consideration 6,550 Total purchase consideration $ 30,991 Common stock in the table above is comprised of $15.6 million in common stock issued in June 2014, $3.6 million in common stock that was held back for a period of 18 months and issued in December 2015 and $0.1 million related to a working capital adjustment issued in July 2014. The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the tangible and identifiable intangible assets acquired and liabilities assumed were recorded at estimated fair value as of the date of acquisition, with the remaining consideration transferred recorded as goodwill. The purchase price allocation has been finalized and the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands): Acquisition date fair value Cash $ 420 Gene editing platform intangible asset 30,100 Goodwill 13,128 Other assets acquired 111 Total assets acquired 43,759 Deferred tax liabilities 11,797 Other liabilities assumed 971 Total liabilities assumed 12,768 Net assets acquired $ 30,991 The fair value of the gene editing platform intangible asset was determined using a relief from royalty approach, including assumptions of projected revenues and royalty rate in addition to a discount rate of 15.5% applied to the projected cash flows. The Company considers the intangible asset acquired to be developed technology, as at the date of the acquisition it could be used the way it is intended to be used in certain ongoing research and development activities. The Company believes the assumptions are representative of those a market participant would use in estimating fair value. The gene editing platform intangible asset will be amortized to research and development expense over its expected useful life of approximately eight years. Amortization expense for the gene editing platform intangible asset was $3.8 million and $1.9 million for the years ended December 31, 2015 and 2014, respectively, and accumulated amortization as of December 31, 2015 and 2014 was $5.6 2016 $ 3,763 2017 3,763 2018 3,763 2019 3,763 2020 3,763 2021 and thereafter 5,641 Total $ 24,456 The deferred tax liabilities acquired of $11.8 million primarily relate to the tax impact of future amortization or impairments associated with the identified intangible asset, which is not deductible for tax purposes. See Note 14 “Income taxes,” for additional information. Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed and is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or when indications of impairment exist. Among the factors that resulted in goodwill for the Pregenen acquisition was the opportunity to recognize synergies with the Company’s existing gene insertion platform and deferred tax liabilities recognized in connection with the acquisition. The Company incurred a total of $0.2 million in transaction costs in connection with the acquisition, which were included in general and administrative expenses within the consolidated statements of operations and comprehensive loss for the year ended December 31, 2014. In connection with the acquisition, the Company issued 3,267 shares of common stock to a former consultant of Pregenen and recognized $0.2 million of expense within general and administrative expenses in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2014. |
Stock-based compensation and wa
Stock-based compensation and warrants | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based compensation and warrants | 12. Stock-based compensation and warrants On June 3, 2013, the Company’s board of directors adopted its 2013 Stock Option and Incentive Plan (“2013 Plan”), which was subsequently approved by its stockholders and became effective upon the closing of the Company’s IPO on June 24, 2013. The 2013 Plan replaces the 2010 Stock Option and Grant Plan (“2010 Plan”). The 2013 Plan allows for the granting of incentive stock options, non-qualified stock options, restricted stock units and restricted stock awards to the Company’s employees, members of the board of directors, and consultants of the Company. The Company initially reserved 955,000 shares of its common stock for the issuance of awards under the 2013 Plan. The 2013 Plan provides that the number of shares reserved and available for issuance under the 2013 Plan will automatically increase each January 1, beginning on January 1, 2014, by four percent of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s compensation committee. In January 2015 and January 2016, the number of common stock available for issuance under the 2013 Plan was increased by approximately 1.3 million and 1.5 million shares, respectively, as a result of this automatic increase provision. Any options or awards outstanding under the Company’s previous stock option plans, including both the 2010 Plan and the Second Amended and Restated 2002 Employee, Director and Consultant Stock Plan (“2002 Plan”), at the time of adoption of the 2013 Plan remain outstanding and effective. The shares of common stock underlying any awards that are forfeited, canceled, repurchased, expire or are otherwise terminated (other than by exercise) under the 2002 Plan and 2010 Plan are added to the shares of common stock available for issuance under the 2013 Plan. As of December 31, 2015, the total number of common stock that may be issued under all plans is 0.6 The Company does not currently hold any treasury shares. Upon stock option exercise, the Company issues new shares and delivers them to the participant. Stock-based compensation expense The Company recognized stock-based compensation expense totaling $41.1 million, $10.8 million, and $6.5 million during the years ended December 31, 2015, 2014 and 2013, respectively. Share-based compensation expense recognized by award type is as follows (in thousands): Year ended December 31, 2015 2014 2013 Stock options $ 37,536 $ 9,487 $ 6,399 Restricted stock awards — 52 92 Restricted stock units 3,325 1,158 — Employee stock purchase plan 259 66 — $ 41,120 $ 10,763 $ 6,491 The fair value of each option issued to employees was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Year ended December 31, 2015 2014 2013 Expected volatility 72.6 % 82.3 % 82.0 % Expected term (in years) 5.9 6.0 6.1 Risk-free interest rate 1.7 % 1.8 % 1.1 % Expected dividend yield 0.0% 0.0% 0.0% The intrinsic value of options exercised during the years ended December 31, 2015, 2014, and 2013, was $147.9 million, $41.4 million, and $3.9 million, respectively. The weighted-average fair values of options granted during 2015, 2014 and 2013 was $74.65, $18.53, and $7.36, respectively. There were no unvested restricted stock awards as of December 31, 2015 and 2014 and no restricted stock awards were granted during 2015. The aggregate fair value of restricted stock awards that vested during the years ended December 31, 2014 and 2013, based on the estimated fair value of the underlying stock on the day of vesting was $1.9 million, and $1.5 million, respectively. As of December 31, 2015, there was $80.7 million, $6.2 million and $0.1 million of unrecognized compensation expense related to unvested stock options, restricted stock units and the employee stock purchase plan, respectively, that is expected to be recognized over a weighted-average period of 2.9, 2.2, and 0.1 years. In the first quarter of 2015, the Company entered into a Transitional Services and Separation Agreement with its Chief Scientific Officer, ending his employment with the Company effective July 6, 2015. Subsequent to this separation date, he is serving as a member of the Company’s Scientific Advisory Board. Under the terms of the agreement, outstanding options held by the Chief Scientific Officer were modified. The incremental value of the modification was estimated to be $3.0 million using a Black-Scholes option valuation model, which was recognized within research and development expense on a straight-line basis through the date of separation in the third quarter of 2015. In the second quarter of 2015, the Company modified the vesting conditions of a stock option award held by a non-employee founder, which resulted in $6.7 million of stock-based compensation expense recognized to research and development expense during the second quarter of 2015. In the fourth quarter of 2015, the Company modified the vesting conditions of stock option awards held by two employees immediately following their separation from the Company. As a result of the modification, the Company recognized $0.6 million of stock-based compensation expense during the fourth quarter of 2015. During the year ended December 31, 2014, the Company modified the vesting conditions of stock option awards held by several former employees, which resulted in $0.6 million of incremental expense recognized within general and administrative expenses during 2014. Stock options The following table summarizes the stock option activity under the Company’s equity awards plans (shares and aggregate intrinsic value in thousands): Shares Weighted-average exercise price per share Weighted-average contractual life (in years) Aggregate intrinsic value (a) (in thousands) Outstanding at December 31, 2014 3,652 $ 12.30 Granted 1,245 $ 114.32 Exercised (1,283 ) $ 7.42 Canceled or forfeited (82 ) $ 68.16 Outstanding at December 31, 2015 3,532 $ 48.74 7.8 $ 114,870 Exercisable at December 31, 2015 1,159 $ 11.53 6.7 $ 61,163 Vested and expected to vest at December 31, 2015 3,423 $ 50.02 8.0 $ 110,888 (a) 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 December 31, 2015. Restricted stock units The following table summarizes the restricted stock unit activity under the Company’s equity award plans (shares in thousands): Shares Weighted-average grant date fair value Unvested balance at December 31, 2014 179 $ 30.47 Granted 41 156.83 Vested (62 ) 30.47 Forfeited (10 ) 30.47 Unvested balance at December 31, 2015 148 $ 65.79 Warrants As of December 31, 2015 and 2014, there were 0 and 177,276 warrants outstanding, respectively. As of December 31, 2015 and 2014, there was no outstanding warrant liability. During the years ended December 31, 2015 and 2014, there were 177,276 and 160,676 warrants exercised, respectively, and no cancellations or expirations. Note receivable In November 2010, the Company received a non-recourse note from its Chief Executive Officer (“CEO”) in exchange for the purchase of 329,256 shares of restricted stock. Interest accrued on the note on an annual basis at a rate of four percent. In May 2013, prior to the initial filing of the registration statement in connection with the Company’s IPO, the CEO repaid the note in full plus all accrued interest. The Company recorded stock-based compensation expense in connection with this restricted stock award of $0, $0.1 million and $0.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. Employee Stock Purchase Plan On June 3, 2013, the Company’s board of directors adopted its 2013 Employee Stock Purchase Plan (“2013 ESPP”), which was subsequently approved by its stockholders and became effective upon the closing of the Company’s IPO on June 24, 2013. The 2013 ESPP authorizes the initial issuance of up to a total of 238,000 shares of the Company’s common stock to participating employees. The first offering period under the 2013 ESPP opened on August 1, 2014. During the year ended December 31, 2015, 10,545 shares of common stock were issued under the 2013 ESPP. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
401(k) Savings Plan | 13. 401(k) Savings plan In 1997, the Company established a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code (“the 401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pretax basis. The Company did not make any contributions to the 401(k) Plan through December 31, 2014. In January 2016, the Company made contributions of approximately $0.6 million related to employee contributions made during 2015, which is included in accrued expenses and other current liabilities as of December 31, 2015. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 14. Income taxes The components of loss before income taxes were as follows (in thousands): Year ended December 31, 2015 2014 2013 U.S. $ (162,287 ) $ (61,118 ) $ (26,018 ) Foreign (4,436 ) 612 697 Total $ (166,723 ) $ (60,506 ) $ (25,321 ) The benefit for income taxes were as follows (in thousands): Year ended December 31, 2015 2014 2013 Current Federal $ — $ — $ — State — 1 — Foreign 60 — — Deferred Federal — (9,390 ) — State — (2,408 ) — Foreign — — — Total income tax expense (benefit) $ 60 $ (11,797 ) $ — A reconciliation of income tax benefit computed at the statutory federal income tax rate to the Company’s effective income tax rate benefit as reflected in the financial statements is as follows: Year ended December 31, 2015 2014 2013 Federal income tax expense at statutory rate 34.0 % 34.0 % 34.0 % State income tax, net of federal benefit 4.2 % 4.0 % 4.5 % Permanent differences (6.4 %) (3.2 %) (0.6 %) Research and development credit 14.6 % 25.7 % 6.0 % Other (1.5 %) 0.0 % 0.0 % Change in valuation allowance (44.9 %) (41.0 %) (43.9 %) Effective income tax rate benefit 0.0 % 19.5 % 0.0 % For the years ended December 31, 2015 and 2014, the Company recognized an income tax (expense) benefit of $(0.1) million or 0.0%, and $11.8 million or 19.5%, respectively. In 2014, the Company recorded a non-recurring tax benefit of $11.8 million due to the release of a portion of the valuation allowance due to taxable temporary differences available as a source of income to realize certain pre-existing deferred tax assets as a result of the acquisition of Pregenen. Excluding the impact of this item, the Company’s overall tax provision and effective tax rate would be zero. The Company did not recognize any tax benefit for the years ended December 31, 2015 and December 31, 2013 as the Company was subject to a full valuation allowance. Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets are comprised of the following (in thousands): Year ended December 31, 2015 2014 Deferred tax assets: U.S. net operating loss carryforwards $ 62,844 $ 33,767 Foreign net operating loss carryforwards 194 899 Tax credit carryforwards 47,386 23,274 Capitalized research and development expenses, net 979 1,372 Capital lease 24,315 — Deferred revenue 16,438 12,050 Capitalized license fees 5,488 384 Accruals and other 19,486 7,168 Total deferred tax assets 177,130 78,914 Intangible assets (9,606 ) (11,084 ) Fixed assets (26,681 ) (2,526 ) Less valuation allowance (140,843 ) (65,304 ) Net deferred taxes $ — $ — 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. In 2015, the Company prospectively adopted ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet. See Note 2, “Summary of significant accounting policies and basis of presentation,” for additional information. This resulted in the removal of gross deferred tax assets and liabilities from the Company's consolidated balance sheet, the net impact of which was zero. Prior periods were not retrospectively adjusted. As of December 31, 2015, 2014 and 2013, the Company had U.S. federal net operating loss carryforwards of approximately $347.5 million, $130.0 million, and $30.3 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2035. As of December 31, 2015, 2014 and 2013, the Company also had U.S. state net operating loss carryforwards of approximately $335.0 million, $115.5 million, and $13.3 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2035. At December 31, 2015, $185.8 million and $185.8 million of federal and state net operating losses, respectively, relate to excess equity based compensation tax deductions, the benefits for which will be recorded to additional paid-in capital when recognized through a reduction of cash taxes paid. At December 31, 2015, 2014 and 2013, the Company also had approximately $0.6 million, $2.7 million, and $2.0 million, respectively, of foreign net operating loss carryforwards that may be available to offset future income tax liabilities; these carryforwards do not expire. As of December 31, 2015, 2014 and 2013, the Company had federal research and development and orphan drug tax credit carryforwards of approximately $44.9 million, $22.0 million, and $2.7 million, respectively, available to reduce future tax liabilities which expire at various dates through 2035. As of December 31, 2015, 2014 and 2013, the Company had state credit carryforwards of approximately $3.8 million, $2.0 million, and $1.4 million, respectively, available to reduce future tax liabilities which expire at various dates through 2030. Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed several financings since its inception which it believes has resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2015, 2014 and 2013, the Company had no significant accrued interest or penalties related to uncertain tax positions and no significant amounts have been recognized in the Company’s consolidated statements of operations and comprehensive loss. For all years through December 31, 2015, the Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company’s research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance. The Company or one of its subsidiaries files income tax returns in the United States, and various state and foreign jurisdictions. The federal, state and foreign income tax returns are generally subject to tax examinations for the tax years ended December 31, 2012 through December 31, 2015. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period. |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net loss per share | 15. 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 including them would have had an anti-dilutive effect (in thousands): Year ended December 31, 2015 2014 2013 Warrants — 177 338 Outstanding stock options 3,532 3,652 3,958 Unvested restricted stock — — 69 Restricted stock units 148 179 — ESPP shares 3 6 — Acquisition holdback ( Note 11 — 94 — 3,683 4,108 4,365 |
Selected quarterly financial da
Selected quarterly financial data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected quarterly financial data (Unaudited) | 16. Selected Quarterly Financial Data (Unaudited) The following table contains quarterly financial information for 2015 and 2014. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Total (in thousands, except per share data) Total revenue $ 6,344 $ 4,940 $ 1,324 $ 1,471 $ 14,079 Total operating expenses 31,270 56,963 44,451 50,432 183,116 Loss from operations (24,926 ) (52,023 ) (43,127 ) (48,961 ) (169,037 ) Net loss (24,787 ) (51,795 ) (42,924 ) (47,277 ) (166,783 ) Net loss per share applicable to common stockholders - basic and diluted $ (0.76 ) $ (1.57 ) $ (1.18 ) $ (1.29 ) $ (4.81 ) 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Total (in thousands, except per share data) Total revenue $ 6,335 $ 6,335 $ 6,365 $ 6,386 $ 25,421 Total operating expenses 17,003 19,669 23,375 26,000 86,047 Loss from operations (10,668 ) (13,334 ) (17,010 ) (19,614 ) (60,626 ) Net loss (10,609 ) (1,526 ) (1) (17,030 ) (19,544 ) (48,709 ) Net loss per share applicable to common stockholders - basic and diluted $ (0.44 ) $ (0.06 ) $ (0.61 ) $ (0.67 ) $ (1.83 ) (1) During the second quarter of 2014, the Company recorded an income tax benefit of $11.8 million in connection with the acquisition of Pregenen completed in June 2014. See Note 11, “Business Combinations” for additional information. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent events | 17. Subsequent events On February 10, 2016, under the Company’s Amended Collaboration Agreement with Celgene focused on anti-BCMA product candidates, Celgene exercised its option to obtain an exclusive worldwide license to develop and commercialize bb2121 pursuant to an executed license agreement entered into by the parties on February 16, 2016. On February 17, 2016, the parties further amended the Amended Collaboration Agreement to update the timing of certain deliverables in connection with Celgene’s option exercise for the license of the bb2121 product candidate. As a result, Celgene will pay the Company an option fee in the amount of $10.0 million in the first quarter of 2016. The Company may now elect to co-develop and co-promote the product candidate in the United States and will receive an additional fee in the amount of $10.0 million in the event the Company does not exercise its option to co-develop and co-promote bb2121 with Celgene. See Note 10 for additional information on the Company’s collaboration with Celgene. On February 24, 2016, the Company appointed Jeffrey T. Walsh as Chief Financial and Strategy Officer and principal financial officer of the Company, in each case, effective March 1, 2016. Mr. Walsh has served as the Company’s Chief Operating Officer since May 2011 (and will serve as such through February 29, 2016) and previously served as the Company’s principal financial officer from June 2013 to November 2014. In connection with the appointment of Mr. Walsh and effective as of March 1, 2016, James M. DeTore will no longer serve as Chief Financial Officer and Treasurer and principal financial officer of the Company, and Mr. DeTore’s employment with the Company will end on March 18, 2016. In connection with the termination of Mr. DeTore’s employment, he is entitled to certain severance benefits pursuant to the terms of an employment agreement, dated October 20, 2014, between the Company and Mr. DeTore. The Company has evaluated all events or transactions that occurred after December 31, 2015. In the judgment of management, there were no other material events that impacted the consolidated financial statements or disclosures. |
Summary of significant accoun25
Summary of significant accounting policies and basis of presentation (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Precision Genome Engineering, Inc., bluebird bio France – SARL, bluebird bio Australia Pty Ltd., bluebird bio (Bermuda) Ltd. and bluebird bio Securities Corporation. All intercompany balances and transactions have been eliminated in consolidation. The assets acquired and liabilities assumed in connection with the Company’s acquisition of Pregenen were recorded at their fair values as of June 30, 2014, the date of the acquisition, and the operating results of Pregenen have been consolidated with those of the Company from the date of acquisition. These 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”). Certain aggregations of prior year amounts have been made to conform to current year presentation. In the consolidated balance sheets, prior year deferred tax assets are included within prepaid expenses and other current assets and prior year deferred tax liabilities are included within other non-current liabilities. In the statements of operations and comprehensive loss, prior year foreign currency gains (losses), re-measurement of warrants, and other income are included within other income (expense), net. |
Foreign currency transaction | Foreign currency translation The Company’s consolidated financial statements are prepared in U.S. dollars. Its foreign subsidiaries use the U.S. dollar as their functional currency and maintains records in the local currency. Nonmonetary assets and liabilities are re-measured at historical rates and monetary assets and liabilities are re-measured at exchange rates in effect at the end of the reporting period. Income statement accounts are re-measured at average exchange rates for the reporting period. The resulting gains or losses are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. |
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 in the financial statements and accompanying notes. Actual results could materially differ from those estimates. 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 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 financial statements. Estimates are used in the following areas, among others: acquisition-date fair value and subsequent fair value estimates used to assess potential impairment of long-lived assets, including goodwill and intangible assets, construction financing lease obligations, contingent consideration, stock-based compensation expense, accrued expenses, revenue and income taxes. |
Segment information | Segment information Operating 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 views its operations and manages its business in one operating segment. All material long-lived assets of the Company reside in the United States. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments purchased with original final maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents comprise funds in cash, money market accounts, U.S. Treasury securities, and federally insured deposits. Cash equivalents are reported at fair value. |
Marketable securities | Marketable securities The Company classifies marketable securities with a remaining maturity when purchased of greater than three months as available-for-sale. Marketable securities with a remaining maturity date greater than one year are classified as non-current. Available-for-sale securities are maintained by an investment manager and may consist of U.S. Treasury securities, U.S. government agency securities, and certificates of deposit. Available-for-sale securities are carried at fair value with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders’ equity until realized. Any premium or discount arising at purchase is amortized and/or accreted to interest income and/or expense over the life of the instrument. Realized gains and losses are determined using the specific identification method and are included in other income (expense). If any adjustment to fair value reflects a decline in value of the investment, the Company considers all available evidence to evaluate the extent to which the decline is “other-than-temporary” and, if so, mark the investment to market through a charge to the Company’s statement of operations and comprehensive loss. |
Concentrations of credit risk and off-balance sheet risk | Concentrations of credit risk and off-balance sheet risk Financial instruments that subject the Company to credit risk primarily consist of cash and cash equivalents and available-for-sale securities. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and, consequently, the Company believes that such funds are subject to minimal credit risk. The Company’s available-for-sale investments primarily consist of U.S. Treasury securities, U.S. government agency securities and certificates of deposit, and potentially subject the Company to concentrations of credit risk. The Company has adopted an investment policy which limits the amounts the Company may invest in any one type of investment and requires all investments held by the Company to be at least AA+/Aa1 rated, thereby reducing credit risk exposure. |
Fair value of financial instruments | Fair value of financial instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The three levels of the fair value hierarchy are described below: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Items measured at fair value on a recurring basis include marketable securities (Note 3 and Note 4) and contingent consideration (Note 4 and Note 11). The carrying amounts of accounts payable and accrued expenses approximate their fair values due to their short-term maturities. |
Business combinations | Business combinations On June 30, 2014, the Company completed its acquisition of Pregenen for total consideration of $31.0 million, consisting of cash consideration of $5.1 million, common stock consideration of $19.3 million and contingent consideration with an estimated fair value of $6.6 million on the date of purchase. The estimated fair value of the contingent consideration is based upon significant assumptions regarding probabilities of successful achievement of related milestones, the estimated timing in which the milestones are achieved and discount rates. The estimated fair value could materially differ from actual values or fair values determined using different assumptions. See Note 4, “Fair value measurements,” for additional information. This transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at fair value as of the date of acquisition, with the excess purchase price recorded as goodwill. The estimated fair values of the assets acquired and liabilities assumed at the date of acquisition are summarized in Note 11, “Business combinations.” The estimated fair values of acquired assets and assumed liabilities were determined using the methods discussed in the following paragraphs and require significant judgment and estimates, which could materially differ from actual values and fair values determined using different methods or assumptions. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets acquired when accounted for using the acquisition method of accounting for business combinations. Goodwill is not amortized but is evaluated for impairment within the Company’s single reporting unit on an annual basis, during the fourth quarter, or more frequently if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of the Company’s reporting unit below its carrying amount. The Company has not recognized any impairment charges related to goodwill. |
Intangible assets | Intangible assets Intangible assets consist of acquired core technology with finite lives. The Company amortizes its intangible assets using the straight-line method over their estimated economic lives. The Company evaluates the potential impairment of intangible assets if events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. The impairment test is based on a comparison of the undiscounted cash flows expected to be generated from the use of the asset group and its eventual disposition to the carrying value of the asset group. If impairment is indicated, the asset is written down by the amount by which the carrying value of the asset exceeds the related fair value of the asset. The Company has not recognized an impairment charge related to intangible assets. |
Contingent consideration | Contingent consideration Each reporting period, the Company revalues the contingent consideration obligations associated with business combinations to their fair value and records within operating expenses increases in their fair value as contingent consideration expense and decreases in the fair value as contingent consideration income. Changes in contingent consideration result from changes in the assumptions regarding probabilities of successful achievement of related milestones, the estimated timing in which the milestones are achieved and the discount rate used to estimate the fair value of the liability. Contingent consideration may change significantly as development of the Company’s programs in certain indications progress and additional data are obtained, impacting the Company’s assumptions. The assumptions used in estimating fair value require significant judgment. The use of different assumptions and judgments could result in a materially different estimate of fair value. See Note 4, “Fair value measurements,” for additional information. |
Property and equipment | Property and equipment Property and equipment is stated at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: Asset Estimated useful life Computer equipment and software 3 years Office and laboratory equipment 2 -5 years Leasehold improvements Shorter of the useful life or remaining lease term The Company records certain estimated construction costs incurred and reported by a landlord as an asset and corresponding construction financing lease obligation on the consolidated balance sheets. See Note 8, “Commitments and contingencies,” for additional information. |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews long-lived assets when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. No impairment losses have been recorded during the years ended December 31, 2015, 2014 and 2013. |
Warrants to purchase convertible preferred stock | Warrants to purchase convertible preferred stock In conjunction with various financing transactions, the Company issued warrants to purchase shares of the Company’s convertible preferred stock. Upon closing of the Company’s Initial Public Offering (“IPO”) in June 2013, all warrants exercisable for convertible preferred stock were automatically converted into warrants exercisable for common stock, resulting in the reclassification of the related convertible preferred stock warrant liability to additional paid-in capital. As of December 31, 2015, there are no warrants outstanding. |
Revenue recognition | Revenue recognition The Company has primarily generated revenue through collaboration arrangements, research arrangements and license arrangements with strategic partners and nonprofit organizations for the development and commercialization of product candidates. Additionally, the Company has generated revenue from research and development grant programs. The Company recognizes revenue in accordance with FASB ASC Topic 605, Revenue Recognition (“ASC 605”). Accordingly, revenue is recognized for each unit of accounting when all of the following criteria are met: · Persuasive evidence of an arrangement exists · Delivery has occurred or services have been rendered · The seller’s price to the buyer is fixed or determinable · Collectability is reasonably assured Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s consolidated balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, current portion. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. |
Collaboration revenue | Collaboration revenue As of December 31, 2015, the Company’s collaboration revenue is generated exclusively from its collaboration arrangement with Celgene Corporation (“Celgene”), which was originally entered into in March 2013 and was subsequently amended in June 2015 (the “Amended Collaboration Agreement”). The amended terms of this arrangement contain multiple deliverables, which include at inception: (i) research and development services, (ii) participation on a joint steering committee (“JSC”), (iii) participation on the patent committee, (iv) a license to the first product candidate, (v) manufacture of vectors and associated payload for incorporation into the first optioned product candidate under the license, and (vi) participation on a joint governance committee (“JGC”) under the co-development and co-promotion agreement for the first optioned product candidate under the license. In connection with the Amended Collaboration Agreement, the Company received an upfront, one-time, non-refundable, non-creditable payment of $25.0 million to fund research and development under the collaboration. Other non-refundable payments to the Company under this arrangement may include: (i) product candidate license fees, (ii) payments in the event the Company does not exercise its option to co-develop and co-promote in the United States, (iii) payments for the manufacture and supply of vectors and payloads, (iv) payments based on the achievement of certain clinical, regulatory, and commercials milestones and (v) royalties on product sales. The Company analyzes multiple-element arrangements based on the guidance in FASB ASC Topic 605-25, Revenue Recognition-Multiple-Element Arrangements (“ASC 605-25”). Pursuant to the guidance in ASC 605-25, the Company evaluates multiple-element arrangements to determine (1) the deliverables included in the arrangement and (2) whether the individual deliverables represent separate units of accounting or whether they must be accounted for as a combined unit of accounting. This evaluation involves subjective determinations and requires management to make judgments about the individual deliverables and whether such deliverables are separable from the other aspects of the contractual relationship. Deliverables are considered separate units of accounting provided that: (i) the delivered item(s) has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company. In assessing whether an item has standalone value, the Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. In addition, the Company considers whether the collaboration partner can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s) and whether there are other vendors that can provide the undelivered element(s). The Company’s collaboration arrangement does not contain a general right of return relative to the delivered item(s). Arrangement consideration that is fixed or determinable is allocated among the separate units of accounting using the relative selling price method. Then, the applicable revenue recognition criteria in ASC 605-25 are applied to each of the separate units of accounting in determining the appropriate period and pattern of recognition. The Company determines the selling price of a unit of accounting following the hierarchy of evidence prescribed by ASC 605-25. Accordingly, the Company determines the estimated selling price for units of accounting within each arrangement using vendor-specific objective evidence (“VSOE”) of selling price, if available, third-party evidence (“TPE”) of selling price if VSOE is not available, or best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. The Company typically uses BESP to estimate the selling price, since it generally does not have VSOE or TPE of selling price for its units of accounting. Determining the BESP for a unit of accounting requires significant judgment. In developing the BESP for a unit of accounting, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. The Company validates the BESP for units of accounting by evaluating whether changes in the key assumptions used to determine the BESP will have a significant effect on the allocation of arrangement consideration between multiple units of accounting. Options are considered substantive if, at the inception of the arrangement, the Company is at risk as to whether the collaboration partner will choose to exercise the option. Factors that the Company considers in evaluating whether an option is substantive include the overall objective of the arrangement, the benefit the collaborator might obtain from the arrangement without exercising the option, the cost to exercise the option and the likelihood that the option will be exercised. For arrangements under which an option is considered substantive, the Company does not consider the item underlying the option to be a deliverable at the inception of the arrangement and the associated option fees are not included in allocable arrangement consideration, assuming the option is not priced at a significant and incremental discount. Conversely, for arrangements under which an option is not considered substantive or if an option is priced at a significant and incremental discount, the Company would consider the item underlying the option to be a deliverable at the inception of the arrangement and a corresponding amount would be included in allocable arrangement consideration. One of the options in the Amended Collaboration Agreement has been determined not to be substantive and any other options have been determined to be substantive. None of the options are priced at a significant and incremental discount. The Company recognizes arrangement consideration allocated to each unit of accounting when all of the revenue recognition criteria in ASC 605-25 are satisfied for that particular unit of accounting. The Company will recognize as revenue arrangement consideration attributed to licenses that have standalone value from the other deliverables to be provided in an arrangement upon delivery. The Company will recognize as revenue arrangement consideration attributed to licenses that do not have standalone value from the other deliverables to be provided in an arrangement over the Company’s estimated performance period as the arrangement would be accounted for as a single unit of accounting. The Company recognizes revenue from the Celgene arrangement associated research and development services, joint steering committee services and patent committee services ratably over the associated period of performance, which is initially estimated to be three years. If there is no discernible pattern of performance and/or objectively measurable performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line basis over the period the Company is expected to complete its performance obligations. Conversely, if the pattern of performance in which the service is provided to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes revenue under the arrangement using the proportional performance method. Revenue recognized is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line method or proportional performance method, as applicable, as of the period ending date. At the inception of an arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether: (i) the consideration is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the Company’s performance to achieve the milestone, (ii) the consideration relates solely to past performance and (iii) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone in making this assessment. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. The Company has concluded that all of the clinical and regulatory milestones pursuant to its collaboration arrangement are substantive. Accordingly, in accordance with FASB ASC Topic 605-28, Revenue Recognition-Milestone Method, revenue from clinical and regulatory milestone payments will be recognized in its entirety upon successful accomplishment of the milestone, assuming all other revenue recognition criteria are met. Milestones that are not considered substantive would be recognized as revenue over the remaining period of performance, assuming all other revenue recognition criteria are met. All commercial milestones will be accounted for in the same manner as royalties and recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. The Company will recognize royalty revenue in the period of sale of the related product(s), based on the underlying contract terms, provided that the reported sales are reliably measurable and the Company has no remaining performance obligations, assuming all other revenue recognition criteria are met. |
Research fees and license fees | Research fees and license fees The terms of the Company’s research agreements and license agreements have previously included delivery of an intellectual property license or the performance of research and development activities. The Company does not have any material research arrangements or license arrangements that contain multiple deliverables. The Company is compensated under research arrangements and license arrangements through nonrefundable up-front payments and future royalties on net product sales. Research fees are recognized as revenue on a straight-line basis over the period that the research services are expected to be performed unless the Company’s pattern of performance can be determined to be other than straight-line, in which case, the Company uses the proportional performance method. Nonrefundable license fees are recognized as revenue upon delivery provided there are no undelivered elements in the arrangement. |
Research and development expenses | Research and development expenses Research and development costs are charged to expense as costs are incurred in performing research and development activities, including salaries and benefits, facilities costs, overhead costs, clinical study and related clinical manufacturing costs, contract services and other related costs. Research and development costs, including up-front fees and milestones paid to collaborators, are also expensed as incurred. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. |
Stock-based compensation | Stock-based compensation The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock units and modifications to existing stock options, to be recognized in the consolidated statements of operations and comprehensive loss based on their fair values. The Company uses the Black-Scholes option pricing model to determine the fair value of options granted. The Company’s stock-based awards are subject to either service or performance-based vesting conditions. Compensation expense related to awards to employees and directors with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Compensation expense related to awards to non-employees with service-based vesting conditions is recognized based on the then-current fair value at each financial reporting date prior to the measurement date over the associated service period of the award, which is generally the vesting term, using the accelerated attribution method. Compensation expense related to awards to employees with performance-based vesting conditions is recognized based on the grant date fair value over the requisite service period using the accelerated attribution method to the extent achievement of the performance condition is probable. Compensation expense related to awards to non-employees with performance-based vesting conditions is recognized based on the then-current fair value at each financial reporting date prior to the measurement date over the requisite service period using the accelerated attribution method to the extent achievement of the performance condition is probable. The Company expenses restricted stock unit awards to employees based on the fair value of the award on a straight-line basis over the associated service period of the award. Awards of restricted stock units to non-employees are adjusted through share-based compensation expense at each reporting period end to reflect the current fair value of such awards and expensed using an accelerated attribution model. The Company estimates the fair value of its option awards to employees and directors using the Black-Scholes option pricing model, which requires the input of and subjective assumptions, including (i) the expected stock price volatility, (ii) the calculation of expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends. Due to the lack of company specific historical and implied volatility data of its common stock, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. When selecting these public companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company computes historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. The Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. The risk-free interest rates for periods within the expected term of the option are based on the U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid, and does not expect to pay dividends in the foreseeable future. The Company is also required to estimate forfeitures at the time of grant, and revise those estimates in subsequent periods if actual forfeitures differ from its estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. To the extent that actual forfeitures differ from the Company’s estimates, the differences are recorded as a cumulative adjustment in the period the estimates were revised. Stock-based compensation expense recognized in the financial statements is based on awards that are ultimately expected to vest. Consistent with the guidance in FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees, the fair value of each non-employee stock option and warrant award is estimated at the date of grant using the Black-Scholes option pricing model with assumptions generally consistent with those used for employee stock options, with the exception of expected term, which is over the contractual life. |
Other income (expense), net | Other income (expense), net Other income (expense), net consists primarily of interest income earned on investments net of amortization of premium and accretion of discount, and in 2015, includes $0.9 million related to the disgorgement of short-swing profits arising from trades by a bluebird officer under Section 16(b) of the Securities and Exchange Act of 1934. Other income (expense), net also includes the gain or loss associated with the change in the fair value of preferred stock warrants, foreign currency gain or loss and tax incentives from the Massachusetts Life Sciences Center. |
Net loss per share | Net loss per share Basic net income (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common equivalent shares outstanding for the period, including any dilutive effect from outstanding stock options, unvested restricted stock, restricted stock units, and employee stock purchase plan stock using the treasury stock method. The Company follows the two-class method when computing net income (loss) per share in periods when issued shares that meet the definition of participating securities are outstanding. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to received dividends as if all income for the period had been distributed. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders when participating securities are outstanding, losses are not allocated to the participating securities. |
Income taxes | Income taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2015 and 2014, the Company does not have any significant uncertain tax positions. |
Comprehensive loss | Comprehensive loss Comprehensive loss is comprised of net loss and other comprehensive income or loss. Other comprehensive income or loss consists of unrealized gains and losses on marketable securities. |
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. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU No. 2015-17”), which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet. The standard will be effective for annual reporting periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption is permitted. The Company prospectively adopted this guidance in the fourth quarter of 2015, which resulted in the removal of gross deferred tax assets and liabilities from the Company's consolidated balance sheet, the net impact of which was zero. Prior periods were not retrospectively adjusted. In 2015, the FASB issued ASU 2015-05, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (“ASU No. 2015-05”), which clarifies customer’s accounting for fees paid in a cloud computing arrangement. The standard will be effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 and early adoption is permitted. The Company prospectively adopted this guidance in the fourth quarter of 2015. The adoption of this standard in 2015 is not expected to have a material impact on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The new standard will be effective on January 1, 2018 and early adoption is not permitted for public entities. The Company is currently evaluating the potential impact that Topic 606 may have on its financial position and results of operations. |
Summary of significant accoun26
Summary of significant accounting policies and basis of presentation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Assets | Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: Asset Estimated useful life Computer equipment and software 3 years Office and laboratory equipment 2 -5 years Leasehold improvements Shorter of the useful life or remaining lease term |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Available for Sale Securities Held | The following table summarizes the available-for-sale securities held at December 31, 2015 and 2014 (in thousands): Description Amortized Cost Unrealized Gains Unrealized Losses Fair Value December 31, 2015 U.S. government agency securities and treasuries $ 689,425 $ 22 $ (2,300 ) $ 687,147 Certificates of deposit 14,360 — (13 ) 14,347 Total $ 703,785 $ 22 $ (2,313 ) $ 701,494 December 31, 2014 U.S. government agency securities $ 131,589 $ 6 $ (59 ) $ 131,536 Certificates of deposit 12,640 — (18 ) 12,622 Total $ 144,229 $ 6 $ (77 ) $ 144,158 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Recorded Amount of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2015 and 2014 (in thousands): Description Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) December 31, 2015 Assets: Cash and cash equivalents $ 164,269 $ 158,269 $ 6,000 $ — Marketable securities: U.S. government agency securities and treasuries 687,147 — 687,147 — Certificates of deposit 14,347 — 14,347 — Total assets $ 865,763 $ 158,269 $ 707,494 $ — Liabilities: Contingent consideration $ 8,665 $ — $ — $ 8,665 Total liabilities $ 8,665 $ — $ — $ 8,665 December 31, 2014 Assets: Cash and cash equivalents $ 347,845 $ 347,845 $ — $ — Marketable securities: U.S. government agency securities 131,536 — 131,536 — Certificates of deposit 12,622 — 12,622 — Total assets $ 492,003 $ 347,845 $ 144,158 $ — Liabilities: Contingent consideration $ 6,796 $ — $ — $ 6,796 Total liabilities $ 6,796 $ — $ — $ 6,796 |
Roll-Forward of Fair Value of the Company's Contingent Consideration Obligations | The table below provides a roll-forward of fair value of the Company’s contingent consideration obligations which include Level 3 inputs (in thousands): Year ended December 31, 2015 2014 Beginning balance $ 6,796 $ — Additions — 6,550 Changes in fair value 2,869 246 Payments (1,000 ) — Ending balance $ 8,665 $ 6,796 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and equipment | Property and equipment, net, consists of the following (in thousands): December 31, 2015 2014 Computer equipment and software $ 1,259 $ 814 Office equipment 1,104 786 Laboratory equipment 10,520 7,223 Leasehold improvements 11,010 10,318 Construction-in-progress 65,542 — Total property and equipment 89,435 19,141 Less accumulated depreciation and amortization (6,821 ) (3,401 ) Property and equipment, net $ 82,614 $ 15,740 |
Accrued expenses and other cu30
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2015 2014 Employee compensation $ 5,935 $ 4,943 Accrued goods and services 16,153 7,358 Accrued professional fees 1,014 428 Deferred rent, current portion 964 914 Contingent consideration, current portion 3,584 475 Other 495 531 Total accrued expenses and other current liabilities $ 28,145 $ 14,649 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Commitments | As of December 31, 2015, future minimum commitments under the 60 Binney Lease and facility operating leases were as follows (in thousands): Years ended December 31, 60 Binney Street Lease 150 Second Street Lease Other Operating Leases Total Lease Commitments 2016 $ — $ 3,261 $ 1,189 $ 4,450 2017 13,061 3,359 127 16,547 2018 18,591 3,460 — 22,051 2019 18,916 3,563 — 22,479 2020 19,248 3,670 — 22,918 2021 and thereafter 128,132 7,674 — 135,806 Total minimum lease payments $ 197,948 $ 24,987 $ 1,316 $ 224,251 |
Common stock and preferred st32
Common stock and preferred stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Summary of Future Issuance of Common Stock Shares | The Company has reserved for future issuance the following number of shares of common stock (in thousands): December 31, 2015 2014 Options to purchase common stock 3,532 3,652 Restricted stock units 148 179 2013 Stock Option and Incentive Plan 565 465 Warrants to purchase common stock — 177 2013 Employee Stock Purchase Plan 227 238 Acquisition holdback ( Note 11 — 94 4,472 4,805 |
Business combinations (Tables)
Business combinations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Acquisition-Date Fair Value | The acquisition-date fair value of the purchase consideration is as follows (in thousands): Cash $ 5,093 Common stock 19,348 Contingent consideration 6,550 Total purchase consideration $ 30,991 |
Estimated Fair Value of Assets Acquired and Liabilities Assumed | The purchase price allocation has been finalized and the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands): Acquisition date fair value Cash $ 420 Gene editing platform intangible asset 30,100 Goodwill 13,128 Other assets acquired 111 Total assets acquired 43,759 Deferred tax liabilities 11,797 Other liabilities assumed 971 Total liabilities assumed 12,768 Net assets acquired $ 30,991 |
Estimated Amortization of Intangible Assets | The estimated amortization of intangible assets for the year ended December 31, 2016 and for each of the five succeeding years and thereafter is as follows (in thousands): 2016 $ 3,763 2017 3,763 2018 3,763 2019 3,763 2020 3,763 2021 and thereafter 5,641 Total $ 24,456 |
Stock-based compensation and 34
Stock-based compensation and warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock-Based Compensation Expense by Award Type | Share-based compensation expense recognized by award type is as follows (in thousands): Year ended December 31, 2015 2014 2013 Stock options $ 37,536 $ 9,487 $ 6,399 Restricted stock awards — 52 92 Restricted stock units 3,325 1,158 — Employee stock purchase plan 259 66 — $ 41,120 $ 10,763 $ 6,491 |
Assumptions Used for the Black-Scholes Option-Pricing Model to Determine the Per Share Weighted Average Fair Value for Options Granted | The fair value of each option issued to employees was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Year ended December 31, 2015 2014 2013 Expected volatility 72.6 % 82.3 % 82.0 % Expected term (in years) 5.9 6.0 6.1 Risk-free interest rate 1.7 % 1.8 % 1.1 % Expected dividend yield 0.0% 0.0% 0.0% |
Summary of Stock Option Activity Under Plan | The following table summarizes the stock option activity under the Company’s equity awards plans (shares and aggregate intrinsic value in thousands): Shares Weighted-average exercise price per share Weighted-average contractual life (in years) Aggregate intrinsic value (a) (in thousands) Outstanding at December 31, 2014 3,652 $ 12.30 Granted 1,245 $ 114.32 Exercised (1,283 ) $ 7.42 Canceled or forfeited (82 ) $ 68.16 Outstanding at December 31, 2015 3,532 $ 48.74 7.8 $ 114,870 Exercisable at December 31, 2015 1,159 $ 11.53 6.7 $ 61,163 Vested and expected to vest at December 31, 2015 3,423 $ 50.02 8.0 $ 110,888 (a) 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 December 31, 2015. |
Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Common Stock Awards | The following table summarizes the restricted stock unit activity under the Company’s equity award plans (shares in thousands): Shares Weighted-average grant date fair value Unvested balance at December 31, 2014 179 $ 30.47 Granted 41 156.83 Vested (62 ) 30.47 Forfeited (10 ) 30.47 Unvested balance at December 31, 2015 148 $ 65.79 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule Components of Loss Before Income Taxes | The components of loss before income taxes were as follows (in thousands): Year ended December 31, 2015 2014 2013 U.S. $ (162,287 ) $ (61,118 ) $ (26,018 ) Foreign (4,436 ) 612 697 Total $ (166,723 ) $ (60,506 ) $ (25,321 ) |
Components of Benefit for Income Taxes | The benefit for income taxes were as follows (in thousands): Year ended December 31, 2015 2014 2013 Current Federal $ — $ — $ — State — 1 — Foreign 60 — — Deferred Federal — (9,390 ) — State — (2,408 ) — Foreign — — — Total income tax expense (benefit) $ 60 $ (11,797 ) $ — |
Reconciliation of Income Tax Expense Computed at the Statutory Federal Income Tax Rate to Effective Income Tax Rate as Reflected in the Financial Statements | A reconciliation of income tax benefit computed at the statutory federal income tax rate to the Company’s effective income tax rate benefit as reflected in the financial statements is as follows: Year ended December 31, 2015 2014 2013 Federal income tax expense at statutory rate 34.0 % 34.0 % 34.0 % State income tax, net of federal benefit 4.2 % 4.0 % 4.5 % Permanent differences (6.4 %) (3.2 %) (0.6 %) Research and development credit 14.6 % 25.7 % 6.0 % Other (1.5 %) 0.0 % 0.0 % Change in valuation allowance (44.9 %) (41.0 %) (43.9 %) Effective income tax rate benefit 0.0 % 19.5 % 0.0 % |
Net Deferred Tax Assets | The significant components of the Company’s deferred tax assets are comprised of the following (in thousands): Year ended December 31, 2015 2014 Deferred tax assets: U.S. net operating loss carryforwards $ 62,844 $ 33,767 Foreign net operating loss carryforwards 194 899 Tax credit carryforwards 47,386 23,274 Capitalized research and development expenses, net 979 1,372 Capital lease 24,315 — Deferred revenue 16,438 12,050 Capitalized license fees 5,488 384 Accruals and other 19,486 7,168 Total deferred tax assets 177,130 78,914 Intangible assets (9,606 ) (11,084 ) Fixed assets (26,681 ) (2,526 ) Less valuation allowance (140,843 ) (65,304 ) Net deferred taxes $ — $ — |
Net loss per share (Tables)
Net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Common Stock Equivalents Excluded from 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 including them would have had an anti-dilutive effect (in thousands): Year ended December 31, 2015 2014 2013 Warrants — 177 338 Outstanding stock options 3,532 3,652 3,958 Unvested restricted stock — — 69 Restricted stock units 148 179 — ESPP shares 3 6 — Acquisition holdback ( Note 11 — 94 — 3,683 4,108 4,365 |
Selected quarterly financial 37
Selected quarterly financial data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following table contains quarterly financial information for 2015 and 2014. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Total (in thousands, except per share data) Total revenue $ 6,344 $ 4,940 $ 1,324 $ 1,471 $ 14,079 Total operating expenses 31,270 56,963 44,451 50,432 183,116 Loss from operations (24,926 ) (52,023 ) (43,127 ) (48,961 ) (169,037 ) Net loss (24,787 ) (51,795 ) (42,924 ) (47,277 ) (166,783 ) Net loss per share applicable to common stockholders - basic and diluted $ (0.76 ) $ (1.57 ) $ (1.18 ) $ (1.29 ) $ (4.81 ) 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Total (in thousands, except per share data) Total revenue $ 6,335 $ 6,335 $ 6,365 $ 6,386 $ 25,421 Total operating expenses 17,003 19,669 23,375 26,000 86,047 Loss from operations (10,668 ) (13,334 ) (17,010 ) (19,614 ) (60,626 ) Net loss (10,609 ) (1,526 ) (1) (17,030 ) (19,544 ) (48,709 ) Net loss per share applicable to common stockholders - basic and diluted $ (0.44 ) $ (0.06 ) $ (0.61 ) $ (0.67 ) $ (1.83 ) (1) During the second quarter of 2014, the Company recorded an income tax benefit of $11.8 million in connection with the acquisition of Pregenen completed in June 2014. See Note 11, “Business Combinations” for additional information. |
Description of the business - A
Description of the business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | Jul. 31, 2014 | Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Date of incorporation | Apr. 16, 1992 | |||
Stock issued during period, shares, new issues | 2,941,176 | 3,047,500 | 3,450,000 | |
Proceeds from public offering of common stock, net of issuance costs | $ 477.2 | $ 243.3 | $ 109.8 | |
Shares Issued, price per share | $ 170 | $ 85 | $ 34 | |
Underwriting discounts and commissions and offering expenses | $ 22.8 | $ 15.8 | $ 7.5 | |
Stock issued during period shares, overallotment options exercised | 397,500 | 450,000 | ||
Cash, cash equivalents and marketable securities | $ 865.8 |
Summary of significant accoun39
Summary of significant accounting policies and basis of presentation - Additional Information (Detail) | Jun. 03, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2015USD ($)Segmentshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) |
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Number of operating segment | Segment | 1 | ||||
Impairment losses | $ 0 | $ 0 | $ 0 | ||
Warrants outstanding | shares | 0 | 177,276 | |||
Interest income earned on investments included in other income (expense),net | $ 2,314,000 | $ 120,000 | $ (374,000) | ||
Significant uncertain tax positions | 0 | $ 0 | |||
Disgorgement of Short-Swing Profits [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Interest income earned on investments included in other income (expense),net | $ 900,000 | ||||
Celgene Corporation [Member] | Up-front Payment Arrangement [Member] | Amended Collaborative Arrangement [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Collaboration agreement, cash payment received | $ 25,000,000 | ||||
Pregenen [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Total purchase consideration | $ 30,991,000 | ||||
Cash consideration | 5,093,000 | ||||
Common stock consideration | 19,348,000 | ||||
Contingent consideration | $ 6,550,000 |
Summary of significant accoun40
Summary of significant accounting policies and basis of presentation - Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Computer Equipment and Software [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Office and Laboratory Equipment [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 2 years |
Office and Laboratory Equipment [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Leasehold improvements | Shorter of the useful life or remaining lease term |
Marketable securities - Summary
Marketable securities - Summary of Available for Sale Securities Held (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 703,785 | $ 144,229 |
Unrealized Gains | 22 | 6 |
Unrealized Losses | (2,313) | (77) |
Fair Value | 701,494 | 144,158 |
U.S. Government Agency Securities and Treasuries [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 689,425 | |
Unrealized Gains | 22 | |
Unrealized Losses | (2,300) | |
Fair Value | 687,147 | |
U.S. Government Agency Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 131,589 | |
Unrealized Gains | 6 | |
Unrealized Losses | (59) | |
Fair Value | 131,536 | |
Certificates of Deposit [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 14,360 | 12,640 |
Unrealized Losses | (13) | (18) |
Fair Value | $ 14,347 | $ 12,622 |
Fair value measurements - Recor
Fair value measurements - Recorded Amount of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Assets: | ||
Assets, fair value disclosure, recurring | $ 865,763 | $ 492,003 |
Liabilities: | ||
Liabilities, fair value disclosure, recurring | 8,665 | 6,796 |
Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure, recurring | 8,665 | 6,796 |
Cash and Cash Equivalents [Member] | ||
Assets: | ||
Assets, fair value disclosure, recurring | 164,269 | 347,845 |
Certificates of Deposit [Member] | ||
Assets: | ||
Assets, fair value disclosure, recurring | 14,347 | 12,622 |
U.S. Government Agency Securities [Member] | ||
Assets: | ||
Assets, fair value disclosure, recurring | 131,536 | |
U.S. Government Agency Securities and Treasuries [Member] | ||
Assets: | ||
Assets, fair value disclosure, recurring | 687,147 | |
Quoted prices in active markets (Level 1) [Member] | ||
Assets: | ||
Assets, fair value disclosure, recurring | 158,269 | 347,845 |
Quoted prices in active markets (Level 1) [Member] | Cash and Cash Equivalents [Member] | ||
Assets: | ||
Assets, fair value disclosure, recurring | 158,269 | 347,845 |
Significant other observable inputs (Level 2) [Member] | ||
Assets: | ||
Assets, fair value disclosure, recurring | 707,494 | 144,158 |
Significant other observable inputs (Level 2) [Member] | Cash and Cash Equivalents [Member] | ||
Assets: | ||
Assets, fair value disclosure, recurring | 6,000 | |
Significant other observable inputs (Level 2) [Member] | Certificates of Deposit [Member] | ||
Assets: | ||
Assets, fair value disclosure, recurring | 14,347 | 12,622 |
Significant other observable inputs (Level 2) [Member] | U.S. Government Agency Securities [Member] | ||
Assets: | ||
Assets, fair value disclosure, recurring | 131,536 | |
Significant other observable inputs (Level 2) [Member] | U.S. Government Agency Securities and Treasuries [Member] | ||
Assets: | ||
Assets, fair value disclosure, recurring | 687,147 | |
Significant unobservable inputs (Level 3) [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure, recurring | 8,665 | 6,796 |
Significant unobservable inputs (Level 3) [Member] | Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure, recurring | $ 8,665 | $ 6,796 |
Fair value measurements - Addit
Fair value measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents maturities | Three months or less | |
Realized gain (loss) on available-for-sale securities | $ 0 | $ 0 |
Reclassification out of accumulated other comprehensive income | 0 | 0 |
Unrealized Loss on Securities | 638,100,000 | 134,400,000 |
Unrealized loss on securities, more than twelve months | 0 | 0 |
Investments with other-than-temporary impairment | 0 | 0 |
Contingent consideration, current | 3,584,000 | 475,000 |
Contingent consideration, non current | 5,082,000 | $ 6,321,000 |
Pregenen [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent payment | $ 1,000,000 | |
Minimum [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Milestone achievement period | 2,016 | |
Milestone discount rates | 9.50% | |
Maximum [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Milestone achievement period | 2,026 | |
Milestone discount rates | 13.50% |
Fair value measurements - Roll-
Fair value measurements - Roll-Forward of Fair Value of the Company's Contingent Consideration Obligations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Changes in fair value | $ 2,869 | $ 246 |
Significant unobservable inputs (Level 3) [Member] | Contingent consideration obligations [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 6,796 | |
Additions | 6,550 | |
Changes in fair value | 2,869 | 246 |
Payments | (1,000) | |
Ending balance | $ 8,665 | $ 6,796 |
Property and equipment, net - P
Property and equipment, net - Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 89,435 | $ 19,141 |
Less accumulated depreciation and amortization | (6,821) | (3,401) |
Property and equipment, net | 82,614 | 15,740 |
Computer Equipment and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,259 | 814 |
Office Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,104 | 786 |
Laboratory Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 10,520 | 7,223 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 11,010 | $ 10,318 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 65,542 |
Property and equipment, net - A
Property and equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization expense | $ 3,700 | $ 2,300 | $ 900 |
Property and equipment, gross | 89,435 | $ 19,141 | |
Construction In Progress 60 Binney Street [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 62,100 |
Restricted cash - Additional In
Restricted cash - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restricted Cash And Cash Equivalents Items [Line Items] | |||
Increase in restricted cash balance | $ 8,816 | $ (209) | $ 1,153 |
Letter of Credit [Member] | |||
Restricted Cash And Cash Equivalents Items [Line Items] | |||
Restricted cash balance | 10,000 | $ 1,200 | |
60 Binney Street Lease [Member] | |||
Restricted Cash And Cash Equivalents Items [Line Items] | |||
Restricted cash balance | 9,200 | ||
Increase in restricted cash balance | 13,800 | ||
Decrease in restricted cash balance, year three | 1,500 | ||
Decrease in restricted cash balance, year four | 1,500 | ||
Decrease in restricted cash balance, year five | $ 1,500 |
Accrued expenses and other cu48
Accrued expenses and other current liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Employee compensation | $ 5,935 | $ 4,943 |
Accrued goods and services | 16,153 | 7,358 |
Accrued professional fees | 1,014 | 428 |
Deferred rent, current portion | 964 | 914 |
Contingent consideration, current | 3,584 | 475 |
Other | 495 | 531 |
Total accrued expenses and other current liabilities | $ 28,145 | $ 14,649 |
Commitments and contingencies -
Commitments and contingencies - Additional Information (Detail) € in Millions | Sep. 21, 2015USD ($)ft²$ / ft² | Jun. 29, 2015USD ($)ft² | Dec. 31, 2014USD ($) | Jun. 03, 2013USD ($)ft² | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2014EUR (€) | Dec. 31, 2015EUR (€) | Jun. 30, 2014USD ($) |
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Lease period | 9 years | ||||||||||
Lease building space | ft² | 43,600 | ||||||||||
Amendment effective date | 2014-06 | ||||||||||
Additional lease building space | ft² | 9,900 | ||||||||||
Lease payments | $ 200,000 | ||||||||||
Increase in monthly lease payments | $ 300,000 | ||||||||||
Contribution from the landlord towards the initial build-out of the space | $ 7,800,000 | ||||||||||
Option to extend this lease | 5 years | ||||||||||
Cash-collateralized irrevocable standby letter of credit | $ 800,000 | ||||||||||
Lease expiration date | Mar. 31, 2015 | ||||||||||
Lease starting date | Jun. 3, 2013 | ||||||||||
Non-cash rent expense | $ 5,700,000 | $ 4,300,000 | $ 2,400,000 | ||||||||
Property and equipment, gross | 19,141,000 | 89,435,000 | 19,141,000 | ||||||||
Construction financing lease obligation | 61,901,000 | ||||||||||
Contingent consideration liability, current | $ 475,000 | 3,584,000 | $ 475,000 | ||||||||
Pregenen [Member] | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Contingent cash payments | 134,000,000 | $ 135,000,000 | |||||||||
Settlement of contingent consideration liability | 1,000,000 | ||||||||||
Pregenen [Member] | Stock Purchase Agreement [Member] | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Contingent consideration liability, current | $ 1,000,000 | ||||||||||
Pregenen [Member] | Preclinical Milestones [Member] | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Contingent cash payments | 14,000,000 | ||||||||||
Pregenen [Member] | Clinical Milestone Payments [Member] | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Contingent cash payments | 20,100,000 | ||||||||||
Pregenen [Member] | Commercial Milestones Payments [Member] | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Contingent cash payments | $ 99,900,000 | ||||||||||
French Credit d'Impot Recherche Program [Member] | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Eligible percentage of research expense monetized | 30.00% | ||||||||||
Aggregate reimbursement received related to years 2012 through 2014 | € | € 1.6 | ||||||||||
Other current assets | € | € 1 | ||||||||||
Land [Member] | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Non-cash rent expense | $ 500,000 | ||||||||||
Construction In Progress 60 Binney Street [Member] | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Property and equipment, gross | 62,100,000 | ||||||||||
Cash paid for the building to the landlord | $ 0 | ||||||||||
Lease starting on July 13, 2015 [Member] | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Lease period | 60 months | ||||||||||
Lease building space | ft² | 15,120 | ||||||||||
Lease payments | $ 500,000 | ||||||||||
Lease starting date | Jul. 13, 2015 | ||||||||||
Early termination lease term | 20 months | ||||||||||
Operating lease description | Under the terms of the lease, the Company leased approximately 15,120 square feet starting on July 13, 2015 for $0.5 million per year in base rent, which is subject to a 3% annual rent increase plus certain operating expenses and taxes. | ||||||||||
Operating lease, rent increase percentage | 3.00% | ||||||||||
Lease starting on January 1, 2016 [Member] | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Lease building space | ft² | 8,075 | ||||||||||
Lease payments | $ 300,000 | ||||||||||
Lease starting date | Jan. 1, 2016 | ||||||||||
Operating lease description | Under the terms of the lease, the Company has also leased an additional 8,075 square feet of office space in the same premises starting on January 1, 2016 for an additional $0.3 million per year in base rent, which is subject to a 3% annual rent increase plus certain operating expenses and taxes. | ||||||||||
Operating lease, rent increase percentage | 3.00% | ||||||||||
Lease starting on October 1, 2016 [Member] | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Lease period | 120 months | ||||||||||
Lease building space | ft² | 253,108 | ||||||||||
Contribution from the landlord towards the initial build-out of the space | $ 42,400,000 | ||||||||||
Cash-collateralized irrevocable standby letter of credit | $ 9,200,000 | ||||||||||
Lease starting date | Oct. 1, 2016 | ||||||||||
Lease payments base annual rent | $ 18,400,000 | ||||||||||
Capital lease description | Under the terms of the 60 Binney Lease, starting on October 1, 2016, the Company will lease approximately 253,108 square feet of office and laboratory space at $72.50 per square foot per year, or $18.4 million per year in base rent, which is subject to scheduled annual rent increases of 1.75% plus certain operating expenses and taxes. | ||||||||||
Lease starting on October 1, 2016 [Member] | 60 Binney Street Lease [Member] | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Annual lease rent per square foot | $ / ft² | 72.50 | ||||||||||
Lease rent increase percentage | 1.75% | ||||||||||
Option to extend capital lease | 10 years | ||||||||||
Scenario Forecast | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Cash-collateralized irrevocable standby letter of credit | $ 600,000 |
Commitments and Contingencies50
Commitments and Contingencies - Future Minimum Commitments (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Future Minimum Payments Due [Line Items] | |
2,016 | $ 4,450 |
2,017 | 16,547 |
2,018 | 22,051 |
2,019 | 22,479 |
2,020 | 22,918 |
2021 and thereafter | 135,806 |
Total minimum lease payments | 224,251 |
Other Operating Lease [Member] | |
Future Minimum Payments Due [Line Items] | |
2,016 | 1,189 |
2,017 | 127 |
Total minimum lease payments | 1,316 |
150 Second Street Lease [Member] | |
Future Minimum Payments Due [Line Items] | |
2,016 | 3,261 |
2,017 | 3,359 |
2,018 | 3,460 |
2,019 | 3,563 |
2,020 | 3,670 |
2021 and thereafter | 7,674 |
Total minimum lease payments | 24,987 |
60 Binney Street Lease [Member] | |
Future Minimum Payments Due [Line Items] | |
2,017 | 13,061 |
2,018 | 18,591 |
2,019 | 18,916 |
2,020 | 19,248 |
2021 and thereafter | 128,132 |
Total minimum lease payments | $ 197,948 |
Common stock and preferred st51
Common stock and preferred stock - Additional Information (Detail) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock voting rights | Common stock are entitled to one vote per share | |
Issuing of shares | 5,000,000 | 5,000,000 |
Shares of preferred stock issued | 0 | 0 |
Shares of preferred stock outstanding | 0 | 0 |
Common stock and preferred st52
Common stock and preferred stock - Summary of Future Issuance of Common Stock Shares (Detail) - shares shares in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule Of Capitalization [Line Items] | ||
Common shares reserved for future issuance | 4,472 | 4,805 |
Options to Purchase Common Stock [Member] | ||
Schedule Of Capitalization [Line Items] | ||
Common shares reserved for future issuance | 3,532 | 3,652 |
Restricted Stock Units [Member] | ||
Schedule Of Capitalization [Line Items] | ||
Common shares reserved for future issuance | 148 | 179 |
2013 Employee Stock Purchase Plan [Member] | ||
Schedule Of Capitalization [Line Items] | ||
Common shares reserved for future issuance | 227 | 238 |
Warrants To Purchase Common Stock [Member] | ||
Schedule Of Capitalization [Line Items] | ||
Common shares reserved for future issuance | 177 | |
2013 Stock Option and Incentive Plan [Member] | ||
Schedule Of Capitalization [Line Items] | ||
Common shares reserved for future issuance | 565 | 465 |
Acquisition holdback [Member] | ||
Schedule Of Capitalization [Line Items] | ||
Common shares reserved for future issuance | 94 |
Significant agreements - Additi
Significant agreements - Additional Information (Detail) - Celgene Corporation [Member] | Jun. 03, 2015USD ($)Deliverables | Mar. 19, 2013USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Term of collaboration agreement | 3 years | ||||
First Product Candidates [Member] | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Amount per product eligible to be received upon achievement of specified event | $ 10,000,000 | ||||
Additional Product Candidates [Member] | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Amount per product eligible to be received upon achievement of specified event | 15,000,000 | ||||
Co-Develop and Co-Promote Options not Exercise [Member] | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Amount per product eligible to be received upon achievement of specified event | 10,000,000 | ||||
Maximum [Member] | Clinical Milestone Payments [Member] | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Amount per product eligible to be received upon achievement of specified event | 10,000,000 | ||||
Maximum [Member] | Regulatory Milestone Payments [Member] | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Amount per product eligible to be received upon achievement of specified event | 117,000,000 | ||||
Maximum [Member] | Commercial Milestones Payments [Member] | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Amount per product eligible to be received upon achievement of specified event | $ 78,000,000 | ||||
Collaborative Arrangement [Member] | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Number of deliverable | Deliverables | 3 | ||||
Consideration allocated to agreement | $ 109,000,000 | ||||
Deferred revenue recognition period | 3 years | ||||
Deferred revenue recognized | $ 14,100,000 | $ 25,000,000 | $ 19,800,000 | ||
Deferred revenue | 41,800,000 | $ 30,700,000 | |||
Deferred revenue expected to be recognized | 14,200,000 | ||||
Collaborative Arrangement [Member] | Option Fee [Member] | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Amount per product eligible to be received upon achievement of specified event | 10,000,000 | ||||
Collaborative Arrangement [Member] | Delivered Elements [Member] | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Collaboration agreement, cash payment received | $ 20,000,000 | ||||
Consideration allocated to agreement | 17,300,000 | ||||
Collaborative Arrangement, Co-promotion and Development [Member] | Maximum [Member] | Clinical Milestone Payments [Member] | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Amount per product eligible to be received upon achievement of specified event | 10,000,000 | ||||
Collaborative Arrangement, Co-promotion and Development [Member] | Maximum [Member] | Regulatory Milestone Payments [Member] | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Amount per product eligible to be received upon achievement of specified event | 54,000,000 | ||||
Collaborative Arrangement, Co-promotion and Development [Member] | Maximum [Member] | Commercial Milestones Payments [Member] | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Amount per product eligible to be received upon achievement of specified event | 36,000,000 | ||||
Up-front Payment Arrangement [Member] | Collaborative Arrangement [Member] | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Collaboration agreement, cash payment received | $ 75,000,000 | 25,000,000 | |||
Up-front Payment Arrangement [Member] | Amended Collaborative Arrangement [Member] | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Collaboration agreement, cash payment received | $ 25,000,000 | ||||
Manufacturing Services | Collaborative Arrangement [Member] | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Consideration allocated to agreement | $ 54,100,000 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 29, 2015 | Jun. 30, 2014 | Dec. 31, 2015 | Jul. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||
Issuance of restricted common stock in exchange for consulting services to non-employees | $ 168 | |||||
Working Capital Adjustment [Member] | Commercial Milestones Payments [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Shares of the company common stock | 2,119 | |||||
Pregenen [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition completion date | Jun. 30, 2014 | |||||
Shares of the company common stock | 94,117 | 405,401 | ||||
Cash paid to purchase of common stock | $ 5,093 | |||||
Common stock holding period after acquisition | 18 months | |||||
Contingent cash payments | $ 135,000 | $ 134,000 | $ 134,000 | |||
Contingent payment | 1,000 | |||||
Consideration issued to acquisition | $ 19,348 | |||||
Consideration transferred to acquisition, held back period | 18 months | |||||
Business combination working capital adjustment | $ 100 | |||||
Discount rate applied to projected cash flows | 15.50% | |||||
Gene editing platform expected useful life | 8 years | |||||
Amortization expense | 3,800 | 1,900 | ||||
Accumulated Amortization | $ 5,600 | 5,600 | 1,900 | |||
Deferred tax liabilities acquired related to intangible asset | $ 11,797 | |||||
Transaction costs | $ 200 | |||||
Pregenen [Member] | Consultant [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of stock in exchange of consulting services | 3,267 | |||||
Issuance of restricted common stock in exchange for consulting services to non-employees | $ 200 | |||||
Pregenen [Member] | Upfront Payment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Consideration issued to acquisition | 15,600 | |||||
Pregenen [Member] | Held back period of 18 months [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Consideration issued to acquisition | $ 3,600 | $ 3,600 | ||||
Pregenen [Member] | Preclinical Milestones [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Contingent cash payments | 14,000 | |||||
Pregenen [Member] | Clinical Milestone Payments [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Contingent cash payments | 20,100 | |||||
Pregenen [Member] | Commercial Milestones Payments [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Contingent cash payments | $ 99,900 | |||||
Pregenen [Member] | Held For Settlement Of Certain Claims [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Shares of the company common stock | 94,117 |
Business Combinations - Schedul
Business Combinations - Schedule of Acquisition-Date Fair Value (Detail) - Pregenen [Member] $ in Thousands | Jun. 30, 2014USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 5,093 |
Common stock | 19,348 |
Contingent consideration | 6,550 |
Total purchase consideration | $ 30,991 |
Business combinations - Estimat
Business combinations - Estimated Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 13,128 | $ 13,128 | |
Pregenen [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 420 | ||
Gene editing platform intangible asset | 30,100 | ||
Goodwill | 13,128 | ||
Other assets acquired | 111 | ||
Total assets acquired | 43,759 | ||
Deferred tax liabilities | 11,797 | ||
Other liabilities assumed | 971 | ||
Total liabilities assumed | 12,768 | ||
Net assets acquired | $ 30,991 |
Business Combinations - Sched57
Business Combinations - Schedule of Estimated Amortization of Intangible Assets (Detail) $ in Thousands | Jun. 30, 2014USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
2,016 | $ 3,763 |
2,017 | 3,763 |
2,018 | 3,763 |
2,019 | 3,763 |
2,020 | 3,763 |
2021 and thereafter | 5,641 |
Total | $ 24,456 |
Stock-based compensation and 58
Stock-based compensation and warrants - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2016 | Jan. 31, 2015 | Nov. 30, 2010 | Dec. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 24, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Increased number of issuance of awards under the 2013 Plan | 1,300,000 | |||||||||
Number of shares available for issuance | 600,000 | 600,000 | ||||||||
Stock-based compensation expense | $ 41,120,000 | $ 10,763,000 | $ 6,491,000 | |||||||
Intrinsic value of stock options exercised | $ 147,900,000 | $ 41,400,000 | $ 3,900,000 | |||||||
Weighted average grant date fair value of options granted | $ 74.65 | $ 18.53 | $ 7.36 | |||||||
Incremental value on option valuation | $ 600,000 | |||||||||
Warrants outstanding | 0 | 0 | 177,276 | |||||||
Outstanding warrant liability | $ 0 | $ 0 | $ 0 | |||||||
Warrants exercised | 177,276 | 160,676 | ||||||||
Cancellation and expiration of warrants | 0 | 0 | ||||||||
Chief Scientific Officer [Member] | Research And Development Expense [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Incremental value on option valuation | $ 3,000,000 | |||||||||
Chief Executive Officer [Member] | Notes Receivable [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Note receivable, interest rate | 4.00% | |||||||||
Restricted Stock Awards [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | $ 52,000 | $ 92,000 | ||||||||
Unvested restricted stock awards outstanding | 0 | 0 | 0 | |||||||
Restricted stock awards granted | 0 | |||||||||
Aggregate fair value of stock awards vested | $ 1,900,000 | 1,500,000 | ||||||||
Restricted Stock Awards [Member] | Chief Executive Officer [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | $ 0 | 100,000 | 100,000 | |||||||
Restricted shares issued in exchange for non-recourse note | 329,256 | |||||||||
Stock Options [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | 37,536,000 | 9,487,000 | $ 6,399,000 | |||||||
Unrecognized stock-based compensation expense related to unvested stock options and restricted stock units | $ 80,700,000 | $ 80,700,000 | ||||||||
Expected weighted-average period related to unvested stock options and restricted stock units | 2 years 10 months 24 days | |||||||||
Restricted Stock Units [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | $ 3,325,000 | $ 1,158,000 | ||||||||
Unvested restricted stock awards outstanding | 148,000 | 148,000 | 179,000 | |||||||
Restricted stock awards granted | 41,000 | |||||||||
Unrecognized stock-based compensation expense related to unvested stock options and restricted stock units | $ 6,200,000 | $ 6,200,000 | ||||||||
Expected weighted-average period related to unvested stock options and restricted stock units | 2 years 2 months 12 days | |||||||||
Employee Stock Purchase Plan [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common shares reserved for future issuance | 238,000 | 238,000 | ||||||||
Stock-based compensation expense | $ 259,000 | $ 66,000 | ||||||||
Unrecognized stock-based compensation expense related to unvested stock options and restricted stock units | $ 100,000 | $ 100,000 | ||||||||
Expected weighted-average period related to unvested stock options and restricted stock units | 1 month | |||||||||
Shares of common stock issued under plan | 10,545 | |||||||||
Non Employee Stock Option [Member] | Research And Development Expense [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Incremental value on option valuation | $ 6,700,000 | |||||||||
Employee Stock Option [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Incremental value on option valuation | $ 600,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Increased number of issuance of awards under the 2013 Plan | 1,500,000 | |||||||||
2013 Stock Option and Incentive Plan [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common shares reserved for future issuance | 955,000 | |||||||||
2013 Stock Option and Incentive Plan [Member] | Maximum [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Percentage of automatic increase in shares reserved and available for issuance determined based on shares outstanding | 4.00% | 4.00% |
Stock-based compensation and 59
Stock-based compensation and warrants - Summary of Stock-Based Compensation Expense by Award Type (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 41,120 | $ 10,763 | $ 6,491 |
Stock Options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 37,536 | 9,487 | 6,399 |
Restricted Stock Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 52 | $ 92 | |
Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 3,325 | 1,158 | |
Employee Stock Purchase Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 259 | $ 66 |
Stock-based compensation and 60
Stock-based compensation and warrants - Assumptions Used for the Black-Scholes Option-Pricing Model to Determine the Per Share Weighted Average Fair Value for Options Granted (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Expected volatility | 72.60% | 82.30% | 82.00% |
Expected term (in years) | 5 years 10 months 24 days | 6 years | 6 years 1 month 6 days |
Risk-free interest rate | 1.70% | 1.80% | 1.10% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-based compensation and 61
Stock-based compensation and warrants - Summary of Stock Option Activity Under Plan (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($)$ / sharesshares | ||
Shares | ||
Outstanding at beginning of period | shares | 3,652 | |
Granted | shares | 1,245 | |
Exercised | shares | (1,283) | |
Canceled or forfeited | shares | (82) | |
Outstanding at end of period | shares | 3,532 | |
Exercisable at end of period | shares | 1,159 | |
Vested and expected to vest at end of period | shares | 3,423 | |
Weighted-average exercise price per share | ||
Outstanding at beginning of period | $ / shares | $ 12.30 | |
Granted | $ / shares | 114.32 | |
Exercised | $ / shares | 7.42 | |
Canceled or forfeited | $ / shares | 68.16 | |
Outstanding at end of period | $ / shares | 48.74 | |
Exercisable at end of period | $ / shares | 11.53 | |
Vested and expected to vest at end of period | $ / shares | $ 50.02 | |
Outstanding at December 31, 2015 | 7 years 9 months 18 days | |
Exercisable at December 31, 2015 | 6 years 8 months 12 days | |
Vested and expected to vest at December 31, 2015 | 8 years | |
Aggregate intrinsic value | ||
Outstanding at end of period | $ | $ 114,870 | [1] |
Exercisable at end of period | $ | 61,163 | [1] |
Vested and expected to vest at end of period | $ | $ 110,888 | [1] |
[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 December 31, 2015. |
Stock-based compensation and 62
Stock-based compensation and warrants - Summary of Restricted Stock Units (Detail) - Restricted Stock Units [Member] shares in Thousands | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Shares | |
Unvested balance at beginning of period | shares | 179 |
Granted | shares | 41 |
Vested | shares | (62) |
Forfeited | shares | (10) |
Unvested balance at end of period | shares | 148 |
Weighted-average grant date fair value | |
Unvested balance at beginning of period | $ / shares | $ 30.47 |
Granted | $ / shares | 156.83 |
Vested | $ / shares | 30.47 |
Forfeited | $ / shares | 30.47 |
Unvested balance at end of period | $ / shares | $ 65.79 |
401(k) Savings plan - Additiona
401(k) Savings plan - Additional Information (Detail) - 401 (k) [Member] - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Jan. 31, 2016 | Dec. 31, 2014 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Contributions to the 401(k) Plan | $ 0 | |
Subsequent Event [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Contributions to the 401(k) Plan | $ 0.6 |
Income taxes - Schedule of Comp
Income taxes - Schedule of Components of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (162,287) | $ (61,118) | $ (26,018) |
Foreign | (4,436) | 612 | 697 |
Loss before income taxes | $ (166,723) | $ (60,506) | $ (25,321) |
Income taxes - Summary of Incom
Income taxes - Summary of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
State | $ 1 | ||
Foreign | $ 60 | ||
Federal | (9,390) | ||
State | (2,408) | ||
Total income tax expense (benefit) | $ (11,797) | $ 60 | $ (11,797) |
Income taxes - Reconciliation o
Income taxes - Reconciliation of Income Tax Expense Computed at the Statutory Federal Income Tax Rate to Effective Income Tax Rate as Reflected in the Financial Statements (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax expense at statutory rate | 34.00% | 34.00% | 34.00% |
State income tax, net of federal benefit | 4.20% | 4.00% | 4.50% |
Permanent differences | (6.40%) | (3.20%) | (0.60%) |
Research and development credit | 14.60% | 25.70% | 6.00% |
Other | (1.50%) | 0.00% | 0.00% |
Change in valuation allowance | (44.90%) | (41.00%) | (43.90%) |
Effective income tax rate benefit | 0.00% | 19.50% | 0.00% |
Income taxes - Additional Infor
Income taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Components Of Income Tax Expense Benefit [Line Items] | ||||
Income tax (expense) benefit | $ 11,797 | $ (60) | $ 11,797 | |
Effective income tax rate benefit | 0.00% | 19.50% | 0.00% | |
Approximately valuation allowance increased | $ 75,500 | |||
Earlier Tax Year [Member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Federal, state and foreign income tax returns | Dec. 31, 2012 | |||
Latest Tax Year [Member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Federal, state and foreign income tax returns | Dec. 31, 2015 | |||
Research Tax Credit Carryforward [Member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Limitations on use of net operating losses and tax credit carryforwards, percentage | 50.00% | |||
Limitations on use of net operating losses and tax credit carryforwards, period | 3 years | |||
Significant accrued interest or penalties related to uncertain tax positions | $ 0 | $ 0 | $ 0 | |
Interest or penalties Expense related to uncertain tax positions | 0 | 0 | 0 | |
U.S. [Member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Operating loss carryforwards | $ 347,500 | $ 130,000 | $ 30,300 | |
Operating loss carryforwards expiration year | 2,035 | 2,035 | 2,035 | |
Credit carryforward expiration year | 2,035 | 2,035 | 2,035 | |
U.S. [Member] | Excess Equity Based Compensation Tax Deductions | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Operating loss carryforwards | $ 185,800 | |||
U.S. [Member] | Research Tax Credit Carryforward [Member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Tax credit carryforward amount | 44,900 | $ 22,000 | $ 2,700 | |
State and Local Jurisdiction [Member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Operating loss carryforwards | $ 335,000 | $ 115,500 | $ 13,300 | |
Operating loss carryforwards expiration year | 2,035 | 2,035 | 2,035 | |
Credit carryforward expiration year | 2,030 | 2,030 | 2,030 | |
State and Local Jurisdiction [Member] | Excess Equity Based Compensation Tax Deductions | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Operating loss carryforwards | $ 185,800 | |||
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Tax credit carryforward amount | 3,800 | $ 2,000 | $ 1,400 | |
Foreign Tax Authority [member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Operating loss carryforwards | $ 600 | 2,700 | $ 2,000 | |
Excluding the impact of tax adjustments | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Income tax (expense) benefit | $ 0 | |||
Effective income tax rate benefit | 0.00% |
Income taxes - Net Deferred Tax
Income taxes - Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
U.S. net operating loss carryforwards | $ 62,844 | $ 33,767 |
Foreign net operating loss carryforwards | 194 | 899 |
Tax credit carryforwards | 47,386 | 23,274 |
Capitalized research and development expenses, net | 979 | 1,372 |
Capital lease | 24,315 | |
Deferred revenue | 16,438 | 12,050 |
Capitalized license fees | 5,488 | 384 |
Accruals and other | 19,486 | 7,168 |
Total deferred tax assets | 177,130 | 78,914 |
Intangible assets | (9,606) | (11,084) |
Fixed assets | (26,681) | (2,526) |
Less valuation allowance | $ (140,843) | $ (65,304) |
Net loss per share - Common Sto
Net loss per share - Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the calculation of diluted net loss per share | 3,683 | 4,108 | 4,365 |
Warrants [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the calculation of diluted net loss per share | 177 | 338 | |
Outstanding Stock Options [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the calculation of diluted net loss per share | 3,532 | 3,652 | 3,958 |
Restricted Common Stock [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the calculation of diluted net loss per share | 69 | ||
Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the calculation of diluted net loss per share | 148 | 179 | |
ESPP Shares [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the calculation of diluted net loss per share | 3 | 6 | |
Acquisition holdback [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the calculation of diluted net loss per share | 94 |
Selected quarterly financial 70
Selected quarterly financial data - Quarterly Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Total revenue | $ 1,471 | $ 1,324 | $ 4,940 | $ 6,344 | $ 6,386 | $ 6,365 | $ 6,335 | $ 6,335 | $ 14,079 | $ 25,421 | $ 20,181 | |
Total operating expenses | 50,432 | 44,451 | 56,963 | 31,270 | 26,000 | 23,375 | 19,669 | 17,003 | 183,116 | 86,047 | 45,128 | |
Loss from operations | (48,961) | (43,127) | (52,023) | (24,926) | (19,614) | (17,010) | (13,334) | (10,668) | (169,037) | (60,626) | (24,947) | |
Net loss | $ (47,277) | $ (42,924) | $ (51,795) | $ (24,787) | $ (19,544) | $ (17,030) | $ (1,526) | [1] | $ (10,609) | $ (166,783) | $ (48,709) | $ (25,321) |
Net loss per share applicable to common stockholders - basic and diluted | $ (1.29) | $ (1.18) | $ (1.57) | $ (0.76) | $ (0.67) | $ (0.61) | $ (0.06) | $ (0.44) | $ (4.81) | $ (1.83) | $ (2.02) | |
[1] | During the second quarter of 2014, the Company recorded an income tax benefit of $11.8 million in connection with the acquisition of Pregenen completed in June 2014. See Note 11, “Business Combinations” for additional information. |
Selected quarterly financial 71
Selected quarterly financial data - Quarterly Financial Information (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||
Benefit from income taxes | $ 11,797 | $ (60) | $ 11,797 |
Subsequent events - Additional
Subsequent events - Additional Information (Detail) - Celgene Corporation [Member] - USD ($) $ in Millions | Mar. 31, 2016 | Feb. 16, 2016 | Dec. 31, 2015 | Jun. 03, 2015 |
Option Fee [Member] | Collaborative Arrangement [Member] | ||||
Subsequent Event [Line Items] | ||||
Amount per product eligible to be received upon achievement of specified event | $ 10 | |||
Option Fee [Member] | Collaborative Arrangement [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Amount per product eligible to be received upon achievement of specified event | $ 10 | |||
Co-Develop and Co-Promote Options not Exercise [Member] | ||||
Subsequent Event [Line Items] | ||||
Amount per product eligible to be received upon achievement of specified event | $ 10 | |||
Co-Develop and Co-Promote Options not Exercise [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Amount per product eligible to be received upon achievement of specified event | $ 10 |