Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 |
Revenue Recognition | ' |
Revenue Recognition |
The Company’s revenues are generated primarily through collaborative research, development and commercialization agreements. The terms of these agreements generally contain multiple elements, or deliverables, which may include (i) licenses, or options to obtain licenses, to the Company’s technology, (ii) research and development activities to be performed on behalf of the collaborative partner, and (iii) in certain cases, services in connection with the manufacturing of pre-clinical and clinical material. Payments to the Company under these arrangements typically include one or more of the following: non-refundable, up-front license fees; option exercise fees; funding of research and/or development efforts; milestone payments; and royalties on future product sales. |
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When evaluating multiple element arrangements, the Company considers whether the deliverables under the arrangement represent separate units of accounting. This evaluation requires 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. In determining the units of accounting, management evaluates certain criteria, including whether the deliverables have standalone value, based on the relevant facts and circumstances for each arrangement. The consideration received is allocated among the separate units of accounting using the relative selling price method, and the applicable revenue recognition criteria are applied to each of the separate units. |
The Company determines the estimated selling price for deliverables within each agreement 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 if neither VSOE nor TPE is available. Determining the best estimate of selling price for a deliverable requires significant judgment. The Company typically uses best estimate of selling price to estimate the selling price for licenses to the Company’s proprietary technology, since the Company often does not have VSOE or TPE of selling price for these deliverables. In those circumstances where the Company utilizes best estimate of selling price to determine the estimated selling price of a license to the Company’s proprietary technology, the Company considers market conditions as well as entity-specific factors, including those factors contemplated in negotiating the agreements and internally developed models that include assumptions related to the market opportunity, estimated development costs, probability of success and the time needed to commercialize a product candidate pursuant to the license. In validating the Company’s best estimate of selling price, the Company evaluates whether changes in the key assumptions used to determine the best estimate of selling price will have a significant effect on the allocation of arrangement consideration among multiple deliverables. |
The Company typically receives non-refundable, up-front payments when licensing its intellectual property in conjunction with a research and development agreement. When management believes the license to its intellectual property does not have stand-alone value from the other deliverables to be provided in the arrangement, the Company generally recognizes revenue attributed to the license on a straight-line basis over the Company’s contractual or estimated performance period, which is typically the term of the Company’s research and development obligations. If management cannot reasonably estimate when the Company’s performance obligation ends, then revenue is deferred until management can reasonably estimate when the performance obligation ends. When management believes the license to its intellectual property has stand-alone value, the Company generally recognizes revenue attributed to the license upon delivery. The periods over which revenue should be recognized are subject to estimates by management and may change over the course of the research and development agreement. Such a change could have a material impact on the amount of revenue the Company records in future periods. |
Payments or reimbursements resulting from the Company’s research and development efforts for those arrangements where such efforts are considered as deliverables are recognized as the services are performed and are presented on a gross basis so long as there is persuasive evidence of an arrangement, the fee is fixed or determinable, and collection of the related receivable is reasonably assured. Amounts received prior to satisfying the above revenue recognition criteria are recorded as deferred revenue in the accompanying balance sheets. |
At the inception of each agreement 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 (a) the consideration is commensurate with either (1) the entity’s performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone, (b) the consideration relates solely to past performance, and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. |
The Company aggregates its milestones into four categories: (i) clinical and development milestones, (ii) regulatory milestones, (iii) commercial milestones, and (iv) patent-related milestones. Clinical and development milestones are typically achieved when a product candidate advances into a defined phase of clinical research or completes such phase. For example, a milestone payment may be due to the Company upon the initiation of a phase 3 clinical trial for a new indication, which is the last phase of clinical development and could eventually contribute to marketing approval by the U.S. Food and Drug Administration (“FDA”) or other global regulatory authorities. Regulatory milestones are typically achieved upon acceptance of the submission for marketing approval of a product candidate or upon approval to market the product candidate by the FDA or other global regulatory authorities. For example, a milestone payment may be due to the Company upon the FDA’s acceptance of a New Drug Application (“NDA”). Commercial milestones are typically achieved when an approved pharmaceutical product reaches certain defined levels of net sales by the licensee, such as when a product first achieves global sales or annual sales of a specified amount. Patent-related milestones are typically achieved when a patent application is filed or a patent is issued with respect to certain intellectual property related to the applicable collaboration. |
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Revenues from clinical and development, regulatory, and patent-related milestone payments, if the milestones are deemed substantive and the milestone payments are nonrefundable, are recognized upon successful accomplishment of the milestones. The Company has concluded that the clinical and development, regulatory and patent-related milestones pursuant to its current research and development arrangements are substantive. Milestones that are not considered substantive are accounted for as license payments and recognized on a straight-line basis over the remaining period of performance. Revenues from commercial milestone payments are accounted for as royalties and are recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. |
Research and Development Expenses | ' |
Research and Development Expenses |
Research and development expenses are charged to expense as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including personnel-related costs such as salaries and stock-based compensation, facilities, research-related overhead, clinical trial costs, manufacturing costs and costs of other contracted services, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received. |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents |
The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents at March 31, 2014 consisted of money market funds and corporate debt securities, including commercial paper, maintained by an investment manager totaling $34.3 million and $4.8 million, respectively. Cash equivalents at December 31, 2013 consisted of money market funds and corporate debt securities, including commercial paper, maintained by an investment manager totaling $29.9 million and $15.9 million, respectively. The carrying values of our cash equivalent securities approximate fair value due to their short term maturities. |
Marketable Securities | ' |
Marketable Securities |
Marketable securities at March 31, 2014 consisted of asset-backed securities and corporate debt securities, including commercial paper, maintained by an investment manager. Marketable securities at December 31, 2013 consisted of municipal bonds, asset-backed securities, and corporate debt securities, including commercial paper, maintained by an investment manager. Credit risk is reduced as a result of the Company’s policy to limit the amount invested in any one issue. Marketable securities consist primarily of investments which have expected average maturity dates in excess of three months, but not longer than 24 months. The Company classifies these investments as available-for-sale. Unrealized gains and losses are included in other comprehensive (loss) income until realized. The cost of securities sold is based on the specific identification method. There were no realized gains or losses recognized on the sale or maturity of securities during the three months ended March 31, 2014 and 2013. |
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Available-for-sale securities at March 31, 2014 and December 31, 2013 consist of the following: |
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| | Amortized | | | Unrealized | | | Unrealized | | | Fair | |
Cost | Gains | Losses | Value |
| | (in thousands) | |
March 31, 2014: | | | | | | | | | | | | | | | | |
Corporate debt securities (Due within 1 year) | | $ | 29,178 | | | $ | 10 | | | $ | (3 | ) | | $ | 29,185 | |
Asset-backed securities (Due within 1 year) | | | 12,802 | | | | 1 | | | | (1 | ) | | | 12,802 | |
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| | $ | 41,980 | | | $ | 11 | | | $ | (4 | ) | | $ | 41,987 | |
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December 31, 2013: | | | | | | | | | | | | | | | | |
Corporate debt securities (Due within 1 year) | | $ | 52,156 | | | $ | 4 | | | $ | (4 | ) | | $ | 52,156 | |
Municipal bonds (Due within 1 year) | | | 7,519 | | | | — | | | | — | | | | 7,519 | |
Asset-backed securities (Due within 1 year) | | | 8,007 | | | | — | | | | (2 | ) | | | 8,005 | |
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| | $ | 67,682 | | | $ | 4 | | | $ | (6 | ) | | $ | 67,680 | |
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The aggregate fair value of securities in an unrealized loss position for less than 12 months at March 31, 2014 was $22.3 million, representing twelve securities. There were no securities that were in an unrealized loss position for greater than 12 months at March 31, 2014. The unrealized loss was caused by a temporary change in the market for those securities primarily caused by changes in market interest rates. There was no change in the credit risk of the securities. To determine whether an other-than-temporary impairment exists, the Company performs an analysis to assess whether it intends to sell, or whether it would more likely than not be required to sell, the security before the expected recovery of the amortized cost basis. Where the Company intends to sell a security, or may be required to do so, the security’s decline in fair value is deemed to be other-than-temporary and the full amount of the unrealized loss is recorded in the statement of operations as an other-than-temporary impairment charge. When this is not the case, the Company performs additional analyses on all securities with unrealized losses to evaluate losses associated with the creditworthiness of the security. Credit losses are identified where the Company does not expect to receive cash flows, based on using a single best estimate, sufficient to recover the amortized cost basis of a security and these are recognized in other income (expense), net. The Company does not believe an other-than-temporary impairment exists with respect to those securities in an unrealized loss position at March 31, 2014. |
Marketable securities in an unrealized loss position at March 31, 2014 and December 31, 2013 consist of the following: |
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| | Aggregate | | | Unrealized | | | | | | | | | |
Fair Value | Losses | | | | | | | | |
| | (in thousands) | | | | | | | | | |
March 31, 2014: | | | | | | | | | | | | | | | | |
Corporate debt securities | | $ | 11,034 | | | $ | (3 | ) | | | | | | | | |
Asset-backed securities | | | 11,300 | | | | (1 | ) | | | | | | | | |
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| | $ | 22,334 | | | $ | (4 | ) | | | | | | | | |
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December 31, 2013: | | | | | | | | | | | | | | | | |
Corporate debt securities | | $ | 30,106 | | | $ | (4 | ) | | | | | | | | |
Government agency securities | | | 7,519 | | | | — | | | | | | | | | |
Asset-backed securities | | | 8,005 | | | | (2 | ) | | | | | | | | |
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| | $ | 45,630 | | | $ | (6 | ) | | | | | | | | |
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Concentrations of Credit Risk | ' |
Concentrations of Credit Risk |
Financial instruments that potentially subject the Company to credit risk primarily consist of cash, cash equivalents and available-for-sale marketable securities. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. |
Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. |
The Company’s credit risk related to marketable securities is reduced as a result of the Company’s policy to limit the amount invested in any one issue. |
Fair Value Measurements | ' |
Fair Value Measurements |
The Company records cash equivalents and marketable securities at fair value. The accounting standards for fair value measurements establish a hierarchy that distinguishes between fair value measurements based on market data (observable inputs) and those based on the Company’s own assumptions (unobservable inputs). The hierarchy consists of three levels: |
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| • | | Level 1—Quoted market prices in active markets for identical assets or liabilities. Assets that are valued utilizing only Level 1 inputs include money market funds. | | | | | | | | | | | | | |
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| • | | Level 2—Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves. Assets that are valued utilizing Level 2 inputs include U.S. government agency securities, asset-backed securities, and corporate bonds, including commercial paper. These investments have been initially valued at the transaction price and are subsequently valued, at the end of each reporting period, utilizing third party pricing services or other observable market data. The pricing services utilize industry standard valuation models, including both income and market based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates, and other industry and economic events. The Company validates the prices provided by third party pricing services by reviewing their pricing methods and matrices, obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming that the relevant markets are active. After completing its validation procedures, the Company did not adjust or override any fair value measurements provided by pricing services as of March 31, 2014 or December 31, 2013. | | | | | | | | | | | | | |
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| • | | Level 3—Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use. The Company made one nonrecurring fair value measurement associated with a lease exit liability. The Company currently has no assets or liabilities measured at fair value on a recurring basis that utilize Level 3 inputs. | | | | | | | | | | | | | |
The following tables summarize the cash equivalents and marketable securities measured at fair value on a recurring basis in the accompanying consolidated balance sheets as of March 31, 2014 and December 31, 2013. |
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| | Fair Value Measurements of Cash Equivalents and | |
Marketable Securities as of March 31, 2014 |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | (in thousands) | |
Cash equivalents | | $ | 34,266 | | | $ | 4,829 | | | $ | — | | | $ | 39,095 | |
Marketable securities | | | — | | | | 41,987 | | | | — | | | | 41,987 | |
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| | $ | 34,266 | | | $ | 46,816 | | | $ | — | | | $ | 81,082 | |
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| | Fair Value Measurements of Cash Equivalents and | |
Marketable Securities as of December 31, 2013 |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | (in thousands) | |
Cash equivalents | | $ | 29,865 | | | $ | 15,958 | | | $ | — | | | $ | 45,823 | |
Marketable securities | | | — | | | | 67,680 | | | | — | | | | 67,680 | |
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| | $ | 29,865 | | | $ | 83,638 | | | $ | — | | | $ | 113,503 | |
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The Company recorded a liability totaling $6.0 million associated with the exit of a portion of its leased facilities. The Company measured the fair value of the liability based on the present value of the remaining lease payments less the amount of sublease income the Company estimates it could reasonably obtain. The Company estimated its future rental and operating expense payment obligations using the terms of its lease agreement and its historical share of the building’s expenses, adjusting for the effects of inflation. The estimated sublease income to be received is based upon market rates for comparable spaces in the Cambridge area. The net cash outflows over the remaining life of the lease were discounted using a credit-risk adjusted risk-free rate. The Company has classified this lease liability as a Level 3 fair value measurement. |
The fair value of the Company’s loans payable at March 31, 2014, computed pursuant to a discounted cash flow technique using the effective interest rate under the loan, is $17.8 million and is considered a Level 2 fair value measurement. The effective interest rate considers the fair value of the warrant issued in connection with the loan, loan issuance costs and the deferred charge. |
Tenant Improvement Allowance Receivable | ' |
Tenant Improvement Allowance Receivable |
The Company is entitled to be reimbursed by the Company’s landlord for certain expenditures associated with improvements made to its leased facility at 650 E. Kendall Street in Cambridge, Massachusetts. These receivables are recorded in the period that the improvements are made and the reimbursement is earned. |
Property and Equipment | ' |
Property and Equipment |
Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repair costs are charged to expense as incurred. |
Long-lived Assets | ' |
Long-lived Assets |
The Company reviews long-lived assets, including property and equipment, for impairment whenever changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. The Company recognized $2.5 million of impairment losses for the three months ended March 31, 2014 related to leasehold improvements (refer to Footnote 9). During the year ended December 31, 2013, the Company recognized $0.1 million of impairment losses. |
Basic and Diluted Loss per Common Share | ' |
Basic and Diluted Loss per Common Share |
Basic (loss) earnings per share is computed by dividing net (loss) income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted (loss) earnings per share is computed by dividing net (loss) income available to common stockholders by the weighted-average number of common shares and dilutive common share equivalents then outstanding. Potential common share equivalents consist of restricted stock awards and the incremental common shares issuable upon the exercise of stock options and warrants. Since the Company had a net loss for all periods presented, the effect of all potentially dilutive securities is anti-dilutive. Accordingly, basic and diluted net loss per common share is the same. Under the treasury stock method, unexercised “in-the-money” stock options are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase common shares at the average market price during the period. Stock-based payment awards that entitle their holders to receive non-forfeitable dividends before vesting are considered participating securities and are included in the calculation of basic and diluted earnings per share. Common share equivalents have not been included in the net loss per share computation for the three months ended March 31, 2014 and March 31, 2013 because their effect is anti-dilutive. |
The following table sets forth for the periods presented the potential common shares (prior to consideration of the treasury stock method) excluded from the calculation of net loss per common share because their inclusion would have been anti-dilutive: |
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| | Three Months Ended | | | | | | | | | |
March 31, | | | | | | | | |
| | 2014 | | | 2013 | | | | | | | | | |
| | (in thousands) | | | | | | | | | |
Options outstanding | | | 4,163 | | | | 5,393 | | | | | | | | | |
Warrants outstanding | | | — | | | | 10 | | | | | | | | | |
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| | | 4,163 | | | | 5,403 | | | | | | | | | |
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Stock-Based Compensation | ' |
Stock-Based Compensation |
Under the Company’s stock-based compensation programs, the Company periodically grants stock options and restricted stock to employees, directors and nonemployee consultants. The Company also issues shares under an employee stock purchase plan. The fair value of all awards is recognized in the Company’s statements of operations over the requisite service period for each award. Awards that vest as the recipient provides service are expensed on a straight-line basis over the requisite service period. Other awards, such as performance-based awards that vest upon the achievement of specified goals, are expensed using the accelerated attribution method if achievement of the specified goals is considered probable. |
The fair value of equity-classified awards to employees and directors are measured at fair value on the date the awards are granted. Awards to nonemployee consultants are recorded at their fair values and re-measured fair value as of each balance sheet date until the recipient’s services are complete. During the three months ended March 31, 2014 and March 31, 2013, the Company recorded the following stock-based compensation expense: |
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| | Three Months Ended | | | | | | | | | |
March 31, | | | | | | | | |
| | 2014 | | | 2013 | | | | | | | | | |
| | (in thousands) | | | | | | | | | |
Research and development | | $ | 318 | | | $ | 1,114 | | | | | | | | | |
General and administrative | | | 400 | | | | 1,474 | | | | | | | | | |
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Total stock-based compensation expense | | $ | 718 | | | $ | 2,588 | | | | | | | | | |
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Stock-based compensation expense is allocated to research and development and general and administrative expense based upon the department of the employee to whom each award was granted. No related tax benefits of the stock-based compensation expense have been recognized. |
Income Taxes | ' |
Income Taxes |
The Company provides for income taxes using the asset-liability method. Under this method, deferred tax assets and liabilities are recognized based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Uncertain tax positions are recognized if the position is more-likely-than-not to be sustained upon examination by a tax authority. Unrecognized tax benefits represent tax positions for which reserves have been established. |
Segment and Geographic Information | ' |
Segment and Geographic Information |
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment principally in the United States. The Company has $1.0 million of net assets located in the United Kingdom. |
Use of Estimates | ' |
Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Recently Adopted Accounting Pronouncements | ' |
Recently Adopted Accounting Pronouncements |
For a discussion of recent accounting pronouncements adopted by the Company, please refer to Note 2, “Significant Accounting Policies,” included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on March 13, 2014. The Company did not adopt any new accounting pronouncements during the three months ended March 31, 2014 that had a material effect on the Company’s condensed consolidated financial statements. |
Reclassifications | ' |
Reclassifications |
The Company has reclassified the tenant improvement allowance receivable from prepaid expenses and other current assets on the consolidated balance sheets to a separate financial statement line to conform to the current period presentation. |
Subsequent Events | ' |
Subsequent Events |
The Company has evaluated all events or transactions that occurred after March 31, 2014 through the date the Company issued these financial statements. |