Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 08, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Adaptimmune Therapeutics PLC | ||
Entity Central Index Key | 1,621,227 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 386,305,126 | ||
Entity Common Stock, Shares Outstanding | 424,775,092 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
Current assets | |||
Cash and cash equivalents | $ 158,779 | $ 194,263 | $ 229,046 |
Short-term deposits | 22,694 | 54,620 | 55,292 |
Accounts receivable, net of allowance for doubtful accounts of $-, $- and $- (including amounts due from related parties of $-, $2 and $3) | 1,480 | 744 | 4 |
Other current assets and prepaid expenses (including current portion of clinical materials) | 15,798 | 13,420 | 10,740 |
Total current assets | 198,751 | 263,047 | 295,082 |
Restricted cash | 4,017 | 4,508 | |
Clinical materials | 2,580 | 4,736 | |
Property, plant and equipment, net | 27,899 | 13,225 | 5,393 |
Intangibles, net | 1,268 | 305 | 178 |
Total assets | 234,515 | 285,821 | 300,653 |
Current liabilities | |||
Accounts payable (including amounts due to related parties of $326, $- and $143) | 11,350 | 7,884 | 1,982 |
Accrued expenses and other accrued liabilities (including amounts due to related parties of $39, $288 and $2) | 17,528 | 7,518 | 3,877 |
Deferred revenue | 11,392 | 12,487 | 20,906 |
Total current liabilities | 40,270 | 27,889 | 26,765 |
Deferred revenue, non-current | 24,962 | 22,939 | 14,885 |
Accrued expenses, non-current | 3,141 | ||
Total liabilities | 68,373 | 50,828 | 41,650 |
Contingencies and commitments - Note 8 | |||
Stockholders' Equity | |||
Common stock - Ordinary shares par value GBP 0.001, 574,711,900 authorized and 424,775,092 issued and outstanding (December 31, 2015 and June 30, 2015: 574,711,900 authorized and 424,711,900 issued and outstanding) | 683 | 682 | 682 |
Additional paid in capital | 341,200 | 332,363 | 328,795 |
Accumulated other comprehensive loss | (14,249) | (8,139) | (3,561) |
Accumulated deficit | (161,492) | (89,913) | (66,913) |
Total stockholders' equity | 166,142 | 234,993 | 259,003 |
Total liabilities and stockholders' equity | $ 234,515 | $ 285,821 | $ 300,653 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Dec. 31, 2016£ / shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015£ / shares | Dec. 31, 2015USD ($)shares | Jun. 30, 2015£ / shares | Jun. 30, 2015USD ($)shares |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||
Accounts receivable, net of allowance for doubtful accounts, due from related parties | $ | $ 2 | |||||
Accounts payable, due to related parties | $ | $ 326 | $ 143 | ||||
Accrued expenses and other accrued liabilities, due to related parties | $ | $ 39 | $ 288 | $ 2 | |||
Common stock, par value | £ / shares | £ 0.001 | £ 0.001 | £ 0.001 | |||
Common stock, shares authorized | shares | 574,711,900 | 574,711,900 | 574,711,900 | |||
Common stock, shares issued | shares | 424,775,092 | 424,711,900 | 424,711,900 | |||
Common stock, shares outstanding | shares | 424,775,092 | 424,711,900 | 424,711,900 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | ||||
Revenue | $ 8,979 | $ 14,198 | $ 9,871 | $ 825 |
Operating expenses | ||||
Research and development | (25,472) | (63,789) | (24,137) | (9,575) |
General and administrative | (9,917) | (23,208) | (10,375) | (2,771) |
Total operating expenses (including purchases from related parties, net of reimbursements, of $2,067, $1,609, $2,443 and $2,018) | (35,389) | (86,997) | (34,512) | (12,346) |
Operating loss | (26,410) | (72,799) | (24,641) | (11,521) |
Interest income | 489 | 1,110 | 504 | |
Other (expense) income, net | 2,866 | 1,002 | 2,323 | (5) |
Loss before income taxes | (23,055) | (70,687) | (21,814) | (11,526) |
Income taxes | 55 | (892) | (244) | (75) |
Net loss | (23,000) | (71,579) | (22,058) | (11,601) |
Deemed dividend on convertible preferred shares | (14,735) | |||
Net loss attributable to ordinary shareholders | $ (23,000) | $ (71,579) | $ (36,793) | $ (11,601) |
Net loss per ordinary share basic and diluted (Note 2) (in dollars per share) | $ (0.05) | $ (0.17) | $ (0.17) | $ (0.08) |
Weighted average shares outstanding, basic and diluted (in shares) | 424,711,900 | 424,713,997 | 214,704,593 | 148,335,529 |
CONSOLIDATED STATEMENT OF OPER5
CONSOLIDATED STATEMENT OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | ||||
Operating expenses in relation to related parties, net of reimbursements | $ 1,609 | $ 2,067 | $ 2,443 | $ 2,018 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (23,000) | $ (71,579) | $ (22,058) | $ (11,601) |
Other comprehensive loss, net of tax | ||||
Foreign currency translation adjustments | (4,578) | (6,110) | (3,835) | 377 |
Total comprehensive loss for the period | $ (27,578) | $ (77,689) | $ (25,893) | $ (11,224) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Series A Preferred SharesPreferred shares | Series A Preferred Shares | Common stockInitial Public Offering | Common stock | Preferred shares | Additional paid in capitalInitial Public Offering | Additional paid in capital | Accumulated other comprehensive loss | Accumulated deficit | Initial Public Offering | Total |
Balance at the beginning of the period at Jun. 30, 2013 | $ 177 | $ 16,290 | $ (103) | $ (18,519) | $ (2,155) | ||||||
Balance at the beginning of the period (in shares) at Jun. 30, 2013 | 109,783,500 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Issuance of stock | $ 112 | 15,700 | 15,812 | ||||||||
Issuance of stock (in shares) | 70,208,600 | ||||||||||
Issuance of shares upon exercise of stock options | $ 2 | 190 | $ 192 | ||||||||
Issuance of shares upon exercise of stock options (in shares) | 1,378,000 | 2,265,000 | |||||||||
Other comprehensive loss, net of tax | 377 | $ 377 | |||||||||
Net loss | (11,601) | (11,601) | |||||||||
Share-based compensation expense | 332 | 332 | |||||||||
Balance at the end of the period at Jun. 30, 2014 | $ 291 | 32,512 | 274 | (30,120) | $ 2,957 | ||||||
Balance at the end of the period (in shares) at Jun. 30, 2014 | 181,370,100 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Issuance of stock | $ 98,872 | $ 98,872 | $ 104 | $ 175,885 | $ 175,989 | ||||||
Issuance of stock (in shares) | 67,500,000 | ||||||||||
Beneficial conversion feature | $ (102,126) | 102,126 | |||||||||
Issuance of shares upon exercise of stock options (in shares) | 0 | ||||||||||
Issuance of common stock upon conversion of preferred shares | $ 287 | (11,481) | 11,194 | ||||||||
Issuance of common stock upon conversion of preferred shares (in shares) | 175,841,800 | ||||||||||
Deemed dividends on preferred shares | $ 14,735 | (14,735) | |||||||||
Other comprehensive loss, net of tax | (3,835) | $ (3,835) | |||||||||
Net loss | (22,058) | (22,058) | |||||||||
Share-based compensation expense | 7,078 | 7,078 | |||||||||
Balance at the end of the period at Jun. 30, 2015 | $ 682 | 328,795 | (3,561) | (66,913) | $ 259,003 | ||||||
Balance at the end of the period (in shares) at Jun. 30, 2015 | 424,711,900 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Issuance of shares upon exercise of stock options (in shares) | 0 | ||||||||||
Other comprehensive loss, net of tax | (4,578) | $ (4,578) | |||||||||
Net loss | (23,000) | (23,000) | |||||||||
Share-based compensation expense | 3,568 | 3,568 | |||||||||
Balance at the end of the period at Dec. 31, 2015 | $ 682 | 332,363 | (8,139) | (89,913) | 234,993 | ||||||
Balance at the end of the period (in shares) at Dec. 31, 2015 | 424,711,900 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Issuance of shares upon exercise of stock options | $ 1 | 16 | $ 17 | ||||||||
Issuance of shares upon exercise of stock options (in shares) | 63,192 | 63,192 | |||||||||
Other comprehensive loss, net of tax | (6,110) | $ (6,110) | |||||||||
Net loss | (71,579) | (71,579) | |||||||||
Share-based compensation expense | 8,821 | 8,821 | |||||||||
Balance at the end of the period at Dec. 31, 2016 | $ 683 | $ 341,200 | $ (14,249) | $ (161,492) | $ 166,142 | ||||||
Balance at the end of the period (in shares) at Dec. 31, 2016 | 424,775,092 |
CONSOLIDATED CASH FLOW STATEMEN
CONSOLIDATED CASH FLOW STATEMENTS - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities | ||||
Net loss | $ (23,000) | $ (71,579) | $ (22,058) | $ (11,601) |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Depreciation | 1,176 | 3,126 | 705 | 240 |
Amortization | 69 | 160 | 30 | 0 |
Loss on disposal | 122 | |||
Share-based compensation expense | 3,568 | 8,821 | 7,078 | 332 |
Unrealized foreign exchange (gains) losses | (2,867) | (1,314) | 13 | |
Changes in operating assets and liabilities: | ||||
Increase in receivables and other operating assets | (4,243) | (6,533) | (7,812) | (1,481) |
Decrease (increase) in non-current operating assets | (4,736) | 2,221 | ||
Increase (decrease) in payables and deferred revenue | 11,971 | 16,808 | (7,622) | 49,345 |
Net cash (used in) provided by operating activities | (18,062) | (48,168) | (29,666) | 36,835 |
Cash flows from investing activities | ||||
Acquisition of property, plant and equipment | (9,628) | (11,506) | (5,080) | (1,366) |
Acquisition of intangibles | (210) | (1,279) | ||
Proceeds from sale of property, plant and equipment | 122 | |||
Maturity of short-term deposits | 16,645 | 73,377 | ||
Investment in short-term deposits | (16,645) | (42,837) | (53,879) | |
Net cash provided by (used in) investing activities | (9,838) | 17,755 | (58,837) | (1,366) |
Cash flows from financing activities | ||||
Proceeds from issuance of preferred shares, net of issuance costs of $4,949 | 98,872 | |||
Proceeds from issuance of common stock upon initial public offering, net of issuance costs of $13,387 | 175,989 | |||
Proceeds from issuance of common stock | 15,812 | |||
Proceeds from exercise of stock options | 17 | 192 | ||
Bank overdraft repaid | (1,290) | |||
Net cash provided by financing activities | 17 | 274,861 | 14,714 | |
Effect of currency exchange rate changes on cash and cash equivalents | (2,375) | (5,579) | (8,491) | 996 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (30,275) | (35,975) | 177,867 | 51,179 |
Cash, cash equivalents and restricted cash at start of period | 229,046 | 198,771 | 51,179 | |
Cash, cash equivalents and restricted cash at end of period | 198,771 | 162,796 | 229,046 | $ 51,179 |
Supplemental cash flow information | ||||
Interest received | 326 | 1,191 | ||
Income taxes paid | 95 | 34 | 280 | |
Deemed dividends | $ 14,735 | |||
Investment in restricted cash | $ 4,666 | |||
Allowance for tenant improvements | $ 2,607 |
CONSOLIDATED CASH FLOW STATEME9
CONSOLIDATED CASH FLOW STATEMENTS (Parenthetical) $ in Thousands | 12 Months Ended |
Jun. 30, 2015USD ($) | |
Preferred shares | |
Cash flows from financing activities | |
Stock issuance costs | $ 4,949 |
Common stock | |
Cash flows from financing activities | |
Stock issuance costs | $ 13,387 |
General
General | 12 Months Ended |
Dec. 31, 2016 | |
General | |
General | Note 1 - General Adaptimmune Therapeutics plc is registered in England and Wales. Its registered office is 101 Park Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RY, United Kingdom. Adaptimmune Therapeutics plc and its subsidiaries, Adaptimmune Limited and Adaptimmune LLC, (collectively “Adaptimmune” or the “Company”) is a clinical-stage biopharmaceutical company focused on novel cancer immunotherapy products based on its proprietary SPEAR (Specific Peptide Enhanced Affinity Receptor) T-cell platform. It has developed a comprehensive proprietary platform that enables it to identify cancer targets, find and genetically engineer T-cell receptors (“TCRs”), and produce TCR therapeutic candidates for administration to patients. The Company engineers TCRs to increase their affinity to cancer specific peptides in order to destroy cancer cells in patients. The Company is subject to a number of risks similar to other biopharmaceutical companies in the early stage including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical programs or clinical trials, the need to obtain marketing approval for its SPEAR T-cells, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s SPEAR T-cells, the need to develop a suitable commercial manufacturing process and protection of proprietary technology. If the Company does not successfully commercialize any of its SPEAR T-cells, it will be unable to generate product revenue or achieve profitability. The Company had an accumulated deficit of $161.5 million as of December 31, 2016. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies (a) Basis of presentation The consolidated financial statements of Adaptimmune Therapeutics plc and its subsidiaries and other financial information included in this Annual Report have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in U.S. dollars. All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated on consolidation. The Company undertook a reorganization that was completed in April 2015 and is described in Note 9. As appropriate for a reorganization of entities under common control, the historical consolidated financial statements of Adaptimmune Limited and subsidiary prior to the reorganization became those of Adaptimmune Therapeutics plc. On February 23, 2015 the Company undertook a one-for-100 share exchange. All share and per share information presented gives effect to the reorganization by dividing the loss for the period by the weighted average number of shares outstanding of Adaptimmune Therapeutics plc as if the one-for-100 share exchange had been in effect throughout the period. The nominal value of the share capital has been increased to reflect the nominal share capital after the one-for-100 share exchange. (b) Use of estimates in financial statements The preparation of financial statements, in conformity with U.S. GAAP and SEC regulations, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuation of share options, valuation allowances relating to deferred tax assets, revenue recognition, estimating clinical trial expenses and estimating reimbursements from research and development (“R&D”) tax and expenditure credits. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. (c) Going concern Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date the financial statements are issued. This evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued, including: a. The Company’s current financial condition, including its liquidity sources b. The Company’s conditional and unconditional obligations due or anticipated within one year c. The funds necessary to maintain the Company’s operations considering its current financial condition, obligations, and other expected cash flows, and d. Other conditions and events, when considered in conjunction with the above that may adversely affect the Company’s ability to meet its obligations. (d) Reclassifications Property and insurance costs relating to research and development facilities of $1,377,000 and $1,162,000 in the six months ended December 31, 2015 and the year ended June 30, 2015, respectively, were misclassified as general and administrative expenses in prior periods. These costs have been presented within research and development in the current period and the Company has reclassified prior period expenses to conform the presentation to the current period. Legal expenses for patent applications of $149,000, $303,000 and $171,000 in the six months ended December 31, 2015 and the years ended June 30, 2015 and 2014, respectively, were misclassified as research and development expenditure in prior periods. These expenses have been presented within general administrative expenses in the current period and the Company has reclassified prior period expenses to conform the presentation to the current period. The Company has assessed the materiality of the classification errors in prior periods in accordance with the SEC’s guidance on assessing materiality, Staff Accounting Bulletin No. 99, Materiality, and determined that the errors are quantitatively and qualitatively not material. The operating expenses for comparative periods as previously reported and as presented after the reclassifications are as follows (in thousands): Six months ended Year ended Year ended As previously After As previously After As previously After Research and development $ $ $ $ $ $ General and administrative Total operating expenses $ $ $ $ $ $ (e) Foreign currency The reporting currency of the Company is the U.S. dollar. The Company has determined the functional currency of the ultimate parent company, Adaptimmune Therapeutics plc, is U.S. dollars because it predominately raises finance and expends cash in U.S. dollars. The functional currency of subsidiary operations is the applicable local currency. Transactions in foreign currencies are translated into the functional currency of the subsidiary in which they occur at the foreign exchange rate in effect on at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into the functional currency of the relevant subsidiary at the foreign exchange rate in effect on the balance sheet date. Foreign exchange differences arising on translation are recognized within other income (expense) in the consolidated statement of operations. The results of operations for subsidiaries, whose functional currency is not the U.S. dollar, are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions and the balance sheet are translated at foreign exchange rates ruling at the balance sheet date. Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive income (loss). The aggregate foreign currency transaction gain included in determining net income was $1,002,000, $12,596,000, $11,200,000 and $254,000 for the year ended December 31, 2016, the six months ended December 31, 2015 and the years ended June 30, 2015 and 2014, respectively. (f) Fair value measurements 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. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The hierarchy defines three levels of valuation inputs: Level 1 — Quoted prices in active markets for identical assets or liabilities Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability The Company’s financial instruments consist primarily of cash and cash equivalents, short-term deposits, restricted cash, accounts receivable, accounts payable and accrued expenses. The carrying amounts of the Company’s financial instruments approximate fair value because of the short-term nature of these instruments. (g) Accumulated other comprehensive income (loss) Accumulated other comprehensive income (loss) consists of foreign currency translation adjustments. There were no reclassifications out of other comprehensive income during the periods presented. (h) Cash, cash equivalents and restricted cash The Company considers all highly-liquid investments with a maturity at acquisition date of three months or less to be cash equivalents. Cash and cash equivalents comprise cash balances and deposits with maturities of three months or less. The Company’s restricted cash consists of cash providing security for letters of credit in respect of lease agreements. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands). December 31, December 31, June 30, Cash and cash equivalents $ $ $ Restricted cash — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ $ $ (i) Short-term deposits Short-term deposits consist of bank deposits with a maturity at acquisition date of between three and twelve months. (j) Accounts receivable Accounts receivable are amounts due from customers. At December 31, 2016, the Company had one customer, which was Glaxosmithkline, or GSK. Management analyses current and past due accounts and determines if an allowance for uncollectible accounts is required based on collection experience and other relevant information. At December 31, 2016, the allowance for doubtful accounts is $nil. The process of estimating the uncollectible accounts involves assumptions and judgments and the ultimate amounts of uncollectible accounts receivable could be in excess of the amounts provided. (k) Clinical materials Clinical materials for use in research and development with alternative future use are capitalized as either other current assets or other non-current assets, depending on the timing of their expected consumption. (l) Property, plant and equipment Property, plant and equipment is stated at cost, less any impairment losses, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The following table provides the range of estimated useful lives used for each asset type: Computer equipment 3 to 5 years Laboratory equipment 5 years Office equipment 5 years Leasehold improvements the expected duration of the lease Assets under construction are not depreciated until the asset is available and ready for its intended use. The Company assesses property, plant and equipment for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. (m) Intangibles Intangibles includes intellectual property (“IP”) rights for licensed technology used in research and development with an alternative future use, which are recorded at cost and amortized over the estimated useful life of the related product. The weighted-average amortization period for IP rights for licensed technology at December 31, 2016 is seven years. Intangibles also include acquired computer software licenses, which are recorded at cost and amortized over the estimated useful lives of approximately three years. Intangibles are assessed for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. (n) Segmental reporting 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 in making decisions regarding resource allocation and assessing performance. The Company’s chief operating decision maker (the “CODM”), its chief executive officer, manages the Company’s operations on an integrated basis for the purposes of allocating resources. When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses and expenses by function and the CODM makes decisions using this information on a global basis. Accordingly, the Company has determined that it operates in one operating segment. (o) Revenue Revenue is recognized when earned and realized or realizable, which is generally when 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, and collectability is reasonably assured. Where applicable, all revenues are stated net of value added and similar taxes. The Company’s revenue currently arises from a collaboration and license agreement with GSK entered into in May 2014 and amended in February 2016 (the “GSK Collaboration and License Agreement”), which requires the Company to provide multiple deliverables to GSK. The Company recognizes revenue for arrangements with multiple deliverables by identifying the separable deliverables within the arrangement, whereby a deliverable is considered separable if it has value to the customer on a standalone basis. Contingent deliverables, such as the right to nominate further development targets, which represent a substantive option (i.e. the customer is not required or compelled to purchase the optional products or services) and not priced at a significant and incremental discount are not considered to be a deliverable at inception of the arrangement. The non-contingent arrangement consideration is allocated between the separate deliverables using the relative selling price. The relative selling price is determined using vendor-specific objective evidence (“VSOE”), if available, third party evidence if VSOE is not available, or a best estimate of the standalone selling price if neither VSOE nor third party evidence is available. The best estimate of the selling price is estimated after considering all reasonably available information, including market data and conditions, entity-specific factors such as the cost structure of the deliverable, internal profit and pricing objectives and the stage of development, if appropriate. Revenue allocated to each deliverable is recognized as it is delivered. Where delivery occurs over time, revenue is systematically recognized over the period which the Company will be providing services. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s consolidated balance sheet. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue in current liabilities. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, non-current. Milestone payments which are non-refundable, non-creditable and contingent on achieving clinical milestones are recognized as revenues either on achievement of such milestones if the milestones are considered substantive or over the period the Company has continuing performance obligations, if the milestones are not considered substantive. When determining if a milestone is substantive, the Company considers the following factors: · The degree of certainty in achieving the milestone, · The frequency of milestone payments, · The Company’s efforts, which result in achievement of the milestone, · The amount of the milestone payment relative to the other deliverables and payment terms, and · Whether the milestone payment is related to future performance or deliverables. (p) Research and development expenditure Research and development expenditures are expensed as incurred. Expenses related to clinical trials are recognized as services are received. Nonrefundable advance payments for services are deferred and recognized in the consolidated statement of operations as the services are rendered. This determination is based on an estimate of the services received and there may be instances when the payments to vendors exceed the level of services provided resulting in a prepayment of the clinical expense. If the actual timing of the performance of services varies from our estimate, the accrual or prepaid expense is adjusted accordingly. Upfront and milestone payments to third parties for in-licensed products or technology which has not yet received regulatory approval and which does not have alternative future use in R&D projects or otherwise are expensed as incurred. The Company expensed acquired in-process R&D of $3.0 million, $2.5 million, $- and $- in the year ended December 31, 2016, the six months ended December 31, 2015 and the years ended June 30, 2015 and 2014, respectively. Milestone payments made to third parties either on or subsequent to regulatory approval are capitalized as an intangible asset and amortized over the remaining useful life of the product. Research and development expenditure is presented net of reimbursements from grants and R&D tax and expenditure credits from the U.K. government, which are recognized over the period necessary to match the reimbursement with the related costs when it is probable that the Company has complied with any conditions attached and will receive the reimbursement. Grant income was $414,000, $905,000, $613,000 and $241,000 in the year ended December 31, 2016, the six months ended December 31, 2015 and the years ended June 30, 2015 and 2014, respectively. Reimbursable R&D tax and expenditure credits were $6,891,000, $1,506,000, $1,497,000 and $1,027,000 in the year ended December 31, 2016, the six months ended December 31, 2015 and the years ended June 30, 2015 and 2014, respectively. (q) Operating leases Costs in respect of operating leases are charged to the consolidated statement of operations on a straight line basis over the lease term. Rent holidays are recognized on a straight-line basis over the lease term (including any rent holiday period). Lease incentives, including leasehold improvement incentives or allowances, are recorded as deferred rent and amortized as reductions to lease expense over the lease term. Leasehold improvements made by a lessee that are funded by landlord incentives or allowances are recorded as leasehold improvement assets and amortized over the shorter of the useful life of the asset and the non-cancellable lease term. In July 2015, the Company entered into a 15 year lease agreement, with an early termination option at 123 months, for offices and research facilities in Philadelphia, U.S. The lease commenced upon completion of construction in October 2016. In September 2015, the Company entered into an agreement for a 25-year lease, with early termination options, for a research and development facility in Oxfordshire, U.K. In October 2016, the Company entered into the lease for that facility following the completion of construction. (r) Share-based compensation The Company awards certain employees and nonemployees options over the ordinary shares of the parent company. The cost of share-based awards issued to employees are measured at the grant-date fair value of the award and recognized as an expense over the requisite service period. The fair value of the options is determined using the Black-Scholes option-pricing model. Share options with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company has elected to account for forfeitures of stock options when they occur by reversing compensation cost previously recognized, in the period the award is forfeited, for an award that is forfeited before completion of the requisite service period. The Company has awarded share options to nonemployees for consultancy services. These share options are measured at the fair value of the goods/services received or the fair value of the equity instrument issued, whichever is more reliably measured, and then remeasured at the then-current fair values at each reporting date until the share options have vested and recognized as an expense over the requisite service period. (s) Retirement benefits The Company operates a defined contribution pension scheme for its directors and employees. The contributions to this scheme are expensed to the consolidated statement of operations as they fall due. The pension contributions for the year ended December 31, 2016, six months ended December 31, 2015 and the years ended June 30, 2015 and 2014 were $976,000, $122,000, $240,000 and $139,000, respectively. (t) Income taxes Income taxes for the period comprise current and deferred tax. Income tax is recognized in the consolidated statement of operations except to the extent that it relates to items recognized either in other comprehensive income or directly in equity, in which case it is recognized in other comprehensive income or equity. Current tax is the expected tax payable or receivable on the taxable income or loss for the current or prior periods using tax rates enacted at the balance sheet date. Deferred tax is accounted for using the asset and liability method that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amount and the tax bases of assets and liabilities at the applicable tax rates. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company evaluates the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include the Company’s forecast of future taxable income, carryback availability, reversing taxable temporary differences and available tax planning strategies that could be implemented to realize the deferred tax assets. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. We recognize potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statement of operations as income tax expense. In interim periods, the income tax expense (benefit) related to income (loss) from continuing operations before income tax expense (benefit) excluding significant unusual or infrequently occurring items is computed at an estimated annual effective tax rate and the tax expense (benefit) related to all other items is individually computed and recognized when the items occur. (u) Preferred shares In September 2014, Adaptimmune Limited issued 1,758,418 Series A Preferred Shares for net consideration of $98,872,000 after the deduction of fees of $4,949,000. On February 23, 2015, 1,758,418 Series A Preferred Shares were exchanged for newly issued Series A Preferred Shares of Adaptimmune Therapeutics Limited on a one-for-100 basis. The Series A Preferred Shares were convertible into ordinary shares at the option of the holder at an initial rate of 1:1 reducing to 2:1 on the third anniversary of the issuance, or on the occurrence of an initial public offering at a rate of 1:1 reducing from 1:1 on the first anniversary of the issuance to 2:1 on the third anniversary of the issuance. The Series A Preferred Shares contained a beneficial conversion feature, which is recognized within additional paid-in capital and accreted over the minimum period in which the investor can recognize that return. The beneficial conversion feature was accreted through a deemed dividend of $14,735,000 in the year ended June 30, 2015. The Series A Preferred Shares were converted into ordinary shares at a rate of 1:1 immediately prior to the Company’s initial public offering on NASDAQ in May 2015. Upon conversion the Company reclassified the carrying amount of the Series A Preferred Shares to common stock and additional paid-in capital. (v) Loss per share Basic loss per share is determined by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted loss per share is determined by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, adjusted for the dilutive effect of all potential ordinary shares that were outstanding during the period. Potentially dilutive shares are excluded when the effect would be to increase diluted earnings per share or reduce diluted loss per share. The following table reconciles the numerator and denominator in the basic and diluted loss per share computation (in thousands): Year ended Six months Year ended Year ended Numerator for basic and diluted loss per share Net loss $ ) $ ) $ ) $ ) Deemed dividend on convertible preferred shares — — ) — Net loss attributable to ordinary shareholders $ ) $ ) $ ) $ ) Denominator for basic and diluted loss per share Weighted average number of shares used to calculate basic and diluted loss per share The effects of the following potentially dilutive equity instruments have been excluded from the diluted loss per share calculation because they would have an antidilutive effect on the loss per share for the period: Year ended Six months Year ended Year ended Weighted average number of share options(1) Weighted average number of Preferred Shares(2) — — — (1) The Company granted a total of 15,543,040 options from January 1, 2017 through to March 8, 2017. (2) Adaptimmune Limited issued 1,758,418 Series A Preferred Shares in September 2014. In April 2015, as part of the Company reorganization, the Series A Preferred Shares of Adaptimmune Limited were exchanged for Series A Preferred Shares of Adaptimmune Therapeutics Limited on a one-for-100 basis. The Series A Preferred Shares were converted into ordinary shares at a rate of 1:1 immediately prior to the Company’s initial public offering on NASDAQ in May 2015. (w) Related parties Adaptimmune and Immunocore Limited (“Immunocore”) have a shared history, some overlap in board membership (which ceased on December 31, 2016) and substantial overlap in shareholder base. The Company has entered into several agreements with Immunocore regarding the shared use of certain services including licensing and research collaboration. During the periods presented Immunocore and the Company have invoiced each other in respect of a transitional services agreement (under which certain staff resources and other administration services are supplied by each company to the other company for a transitional period). Additionally, during the periods presented Immunocore has invoiced the Company in respect of services provided under a target collaboration agreement (under which certain target identification services were provided by Immunocore), costs related to joint patents and in respect of property rent. The target collaboration agreement between Immunocore and the Company was terminated, by mutual consent, effective March 1, 2017. The companies entered into the target collaboration agreement in January 2015, to facilitate joint target identification activities and specific T-cell cloning work, and jointly create a target database of peptides. Both companies will continue to have access to the target database and associated target information after termination of the target collaboration agreement. The Company now has its own dedicated target identification capability and as a result has no requirement for ongoing target collaboration with Immunocore. The companies’ decision to end the target collaboration agreement has no impact on other agreements between them. In particular, the companies will continue to co-own the patents, patent applications and know-how relating to the underlying core TCR technology under a previously executed and irrevocable assignment and license agreement. New accounting pronouncements Adopted in the period Restricted Cash The Company has adopted Accounting Standards Update (“ASU”) 2016-18 - Statement of Cash Flows: Restricted Cash issued by the Financial Accounting Standards Board (“FASB”) in November 2016, which amends the presentation of restricted cash within the statement of cash flows. The guidance requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents rather than only cash and cash equivalents, as previously required. The guidance has been adopted retrospectively to all periods presented, which has resulted in a decrease in net cash used in investing activities of $4,666,000 in the six months ended December 31, 2015. The total of cash, cash equivalents and restricted cash is described in Note 2(h). The adoption of the guidance did not have any impact on the Company’s financial position or result of operations. Classification of certain cash receipts and cash payments The Company has adopted ASU 2016-15 - Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments , issued by the FASB in August 2016, which provides clarification on the classification of certain cash receipts and cash payments where current U.S. GAAP either is unclear or does not include specific guidance. The guidance has been adopted using a retrospective transition method to all periods presented. The adoption of the guidance did not have any impact on the Company’s financial position, result of operations or cash flows. Customer’s accounting for fees paid in a cloud computing arrangement The Company has adopted Accounting Standards Update 2015-05 - Internal-Use Software: Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement issued by the FASB in April 2015, which clarifies a customer’s accounting for fees paid in a cloud computing arrangement. The guidance considers whether a cloud computing arrangement includes a software license and clarifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance has been adopted prospectively to all arrangements entered into or materially modified after January 1, 2016. The adoption of this guidance did not have any impact on the Company’s financial position, results of operations or cash flows. To be adopted in future periods Intra-Entity Transfers of Assets Other Than Inventory In October 2016, the FASB issued ASU 2016-16 - Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory, which requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The guidance should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company does not believe the adoption of the guidance will have a material impact on the consolidated financial statements. Accounting for leases In February 2016, the FASB issued ASU 2016-02 - Leases . The guidance requires that lessees recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term at the commencement date. The guidance also makes targeted improvements to align lessor accounting with the lessee accounting model and guidance on revenue from contracts with customers. The guidance is effective for the fiscal year beginning January 1, 2019, including interim periods within that fiscal year. Early application is permitted. The guidance must be adopted on a modified retrospective transition approach for leases existing, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of the guidance on the consolidated financial statements. Recognition and measurement of financial assets and finan |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2016 | |
Revenue | |
Revenue | Note 3 — Revenue GSK Collaboration and License Agreement Revenue represents recognized income from the GSK Collaboration and License Agreement. The GSK Collaboration and License Agreement contains the following significant deliverables, which are separate accounting units: (i) the development of, and option to obtain an exclusive license to, the Company’s NY-ESO SPEAR T-cells, and (ii) the development of, and option to obtain an exclusive license to a second target, PRAME. In addition, GSK also has the right to nominate three additional target peptides, excluding those where the Company has already initiated development of a SPEAR T-cell candidate, which is not considered to be a deliverable at the inception of the arrangement because it represents a substantive option not priced at a significant and incremental discount. The Company received an upfront payment of $42.1 million (£25 million) in June 2014 and has achieved non-substantive development milestones of $17.4 million in the year ended December 31, 2016, $14.4 million in the six months ended December 31, 2015 and $7.2 million in the year ended June 30, 2015. The Company is entitled to further non-substantive milestone payments based on the achievement of specified development milestones by the Company. When, and if, GSK exercises its option to obtain an exclusive license to a target, an option exercise fee will be payable and the Company will be entitled to further development and commercialization milestone payments based on achievement of specified milestones by GSK. The non-contingent arrangement consideration was allocated between the separate deliverables using the Company’s best estimate of the relative selling price. In determining the best estimate, the Company considered internal pricing objectives it used in negotiating the GSK Collaboration and License Agreement together with internal data regarding the cost of providing services for each deliverable. In addition to the development milestones, the Company is entitled to royalties from GSK on all GSK sales of TCR therapeutic products licensed under the agreement, varying between a mid-single-digit percentage and a low-double-digit percentage of net sales. No royalties have been received as of December 31, 2016. Sales milestones also apply once any TCR therapeutic covered by the GSK Collaboration and License Agreement is on the market. The GSK Collaboration and License Agreement is effective until all payment obligations expire. The agreement can also be terminated on a collaboration program-by-collaboration program basis by GSK for lack of feasibility or inability to meet certain agreed requirements. Both parties have rights to terminate the agreement for material breach upon 60 days’ written notice or immediately upon insolvency of the other party. GSK has additional rights to terminate either the agreement or any specific license or collaboration program on provision of 60 days’ notice to us. The Company also has rights to terminate any license where GSK ceases development or withdraws any licensed TCR therapeutic in specified circumstances. In February 2016, the terms of the GSK Collaboration and License Agreement were expanded to accelerate the development of the Company’s NY-ESO SPEAR T-cells towards pivotal trials in synovial sarcoma, as well as the exploration of development of NY-ESO SPEAR T-cells in myxoid round-cell liposarcoma. The amendment also provides the opportunity for up to eight combination studies using NY-ESO SPEAR T-cells and increases the potential development milestones that the Company is eligible to receive. These development milestones will be allocated to the separate standalone deliverables within the arrangement once the milestone is achieved. The revenue recognized to date relates to the upfront fee and non-substantive development milestones payments received, which are being recognized using the proportional performance model in revenue systematically over the period in which the Company is delivering services under the GSK Collaboration and License Agreement, which is determined to be the period until GSK’s option to obtain licenses expires. We regularly review and monitor the performance of the GSK Collaboration and License Agreement to determine the period over which we will be delivering services to GSK. The Company recognized revenue of $14,198,000, $8,979,000, $9,871,000 and $825,000 in the year ended December 31, 2016, the six months ended December 31, 2015 and years ended June 30, 2015 and 2014, respectively. The Company regularly reviews, and when a change in facts or circumstances occurs, adjusts the estimate of the period over which the Company will deliver services under the GSK Collaboration and License Agreement. In prior periods this has not resulted in a significant impact on revenue recognized. However, in June and December 2016, the estimate of the period over which the Company will deliver services under the GSK Collaboration and License Agreement was increased due to a change in facts and circumstances. These changes in estimate resulted in a decrease in revenue of $5,615,000 in the year ended December 31, 2016 compared to the revenue that would have been recognized based on previous estimates. The changes in estimate will also result in a decrease in revenue amortization of $2,237,000 in the year ended December 31, 2017 and an increase in revenue amortization of $939,000, $900,000 and $6,053,000 in the years ended December 31, 2018, 2019 and 2020, respectively, compared to the revenue that would have been recognized based on previous estimates. |
Financial instruments
Financial instruments | 12 Months Ended |
Dec. 31, 2016 | |
Financial instruments | |
Financial instruments | Note 4 — Financial instruments The Company’s financial instruments consist primarily of cash and cash equivalents, short-term deposits, restricted cash, accounts receivable, accounts payable and accrued expenses. The carrying amounts of the Company’s financial instruments approximate to the fair value because of the short-term nature of these instruments. Significant concentration of credit risk The Company held cash and cash equivalents of $158,779,000, short-term deposits of $22,694,000 and restricted cash of $4,017,000 at December 31, 2016. The cash and cash equivalents, short-term deposits and restricted cash are held with multiple banks and the Company monitors the credit rating of those banks. The Company has one customer as a result of the Collaboration and License Agreement with GSK. The Company has been transacting with GSK since June 2014, during which time no impairment losses have been recognized. There are no amounts which are past due at December 31, 2016. Foreign exchange risk We are exposed to foreign exchange rate risk because we currently operate in the U.K. and the U.S. Our revenue from the GSK Collaboration and License Agreement is denominated in pounds sterling and is generated by our U.K-based subsidiary, which has a pounds sterling functional currency. As a result, these sales are subject to translation into U.S. Dollars when we consolidate our financial statements. Our expenses are generally denominated in the currency in which our operations are located, which are the U.K. and the U.S. However our U.K.-based subsidiary incurs significant research and development costs in U.S. dollars and, to a lesser extent, Euros. The results of operations and cash flows will be subject to fluctuations due to changes in foreign currency exchange rates, which could harm our business in the future. The exchange rate as at December 31, 2016, the last business day of the reporting period, was £1.00 to $1.233. The exchange rate as at February 28, 2017 was £1.00 to $1.243. We seek to minimize this exposure by maintaining currency cash balances at levels appropriate to meet foreseeable expenses in U.S. dollars and pounds sterling. To date, we have not used forward exchange contracts or other currency hedging products to manage our exchange rate exposure, although we may do so in the future. |
Property, plant and equipment,
Property, plant and equipment, net | 12 Months Ended |
Dec. 31, 2016 | |
Property, plant and equipment, net | |
Property, plant and equipment, net | Note 5 - Property, plant and equipment, net Property and equipment, net consisted of the following (in thousands): December 31, December 31, June 30, Computer equipment $ $ $ Laboratory equipment Office equipment Leasehold improvements Assets under construction — Less accumulated depreciation ) ) ) $ $ $ Depreciation expense was $3,126,000, $1,176,000, $705,000 and $240,000 for the year ended December 31, 2016, six months ended December 31, 2015 and the years ended June 30, 2015 and 2014, respectively. The Company has disposed of leasehold improvements resulting in a loss on disposal of $122,000, which is included within general and administrative expenses in the statement of operations. |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2016 | |
Intangible assets, net | |
Intangible assets, net | Note 6 — Intangible assets, net Intangible assets, net consisted of the following (in thousands): December 31, December 31, June 30, Acquired software licenses $ $ $ Licensed IP rights — completed technology — — Less accumulated amortization ) ) ) $ $ $ Amortization expense was $160,000, $69,000, $30,000 and $nil for the year ended December 31, 2016, six months ended December 31, 2015 and the years ended June 30, 2015 and 2014, respectively. The estimated aggregate amortization expense in respect of these assets for each of the five years ended 2021 is $331,000, $387,000,$349,000, $116,000 and $22,000, respectively. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | Note 7 — Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, December 31, June 30, Accrued clinical and development expenses $ $ $ Accrued employee compensation and benefits payable Accrued capital expenditure Value added tax — Other accrued purchases Other current liabilities — $ $ $ |
Contingencies and commitments
Contingencies and commitments | 12 Months Ended |
Dec. 31, 2016 | |
Contingencies and commitments | |
Contingencies and commitments | Note 8 — Contingencies and commitments Leases Future minimum lease payments under operating leases at December 31, 2016 are presented below (in thousands): December 31, 2017 2018 2019 2020 2021 Thereafter $ The Company leases property under operating leases expiring through 2027. Lease expenses amounted to $2,255,000, $841,000, $610,000 and $287,000 for the year ended December 31, 2016, six months ended December 31, 2015 and years ended June 30, 2015, and 2014, respectively, which is included within research and development and general and administrative expenses in the Company’s consolidated statement of operations. In July 2015, the Company entered into a long-term lease agreement, with an early termination option at 123 months, for offices and research facilities in Philadelphia, U.S. In October 2016, the lease commenced upon completion of construction. The related lease commitments are included in the table above. In September 2015, the Company entered into an agreement for a 25-year lease, with early termination options, for a research and development facility in Oxfordshire, U.K. In October 2016, the Company entered into the lease for that facility following the completion of construction. The related lease commitments are included in the table above. Capital commitments At December 31, 2016, the Company had commitments for capital expenditure totaling $8,093,000, which the Company expects to incur within one year. Purchase commitments for clinical materials, clinical trials and contract manufacturing At December 31, 2016, the Company had non-cancellable commitments for purchase of clinical materials, executing and administering clinical trials, and for contract manufacturing of $50,972,000, of which the Company expects to pay $34,164,000 within one year, $8,443,000 in one to three years, $6,796,000 in three to five years, and $1,569,000 after five years. The timing of these payments varies depending on the rate of progress of development and clinical trial enrollment rates. Our subcontracted costs for clinical trials and contract manufacturing were $23,565,000, $8,585,000, $8,818,000 and $5,886,000 for the year ended December 31, 2016, six months ended December 31, 2015 and years ending June 30, 2015 and 2014, respectively. B e llicum Pharmaceuticals Inc, Co-Development and Co-Commercialization Agreement On December 16, 2016, the Company entered into a Co-Development and Co-Commercialization Agreement with Bellicum Pharmaceuticals, Inc. (“Bellicum”) in order to facilitate a staged collaboration to evaluate, develop and commercialize next generation T-cell therapies. Under the agreement, the Company will evaluate Bellicum’s GoTCR technology (inducible MyD88/CD40 co-stimulation, or iMC) with our SPEAR T-cells for the potential to create enhanced T-cell therapeutics. Depending on results of the initial preclinical proof-of-concept phase, the agreement may progress to a two-target co-development and co-commercialization phase. To the extent necessary, and in furtherance of the parties’ proof-of-concept and co-development efforts, the parties granted each other a royalty-free, non-transferable, non-exclusive license covering their respective technologies for purposes of facilitating such proof—of-concept and co-development efforts. In addition, as to covered therapies developed under the agreement, the parties granted each other a reciprocal exclusive license for the commercialization of such therapies. With respect to any joint commercialization of a covered therapy, the parties agreed to negotiate in good faith the commercially reasonable terms of a co-commercialization agreement. The parties also agreed that any such agreement shall provide for, among other things, equal sharing of the costs of any such joint commercialization and the calculation of profit shares as set forth in the agreement. The agreement will expire on a country-by-country basis once the parties cease commercialization of the T-cell therapies covered by the agreement, unless earlier terminated by either party for material breach, non-performance or cessation of development, bankruptcy/insolvency, or failure to progress to co-development phase. Merck Combination Agreement On October 27, 2016, the Company entered into a clinical trial collaboration agreement with Merck (known as MSD outside the United States and Canada), for the assessment of our NY-ESO SPEAR T-cell therapy in combination with Merck’s PD-1 inhibitor, KEYTRUDA® (pembrolizumab), in patients with multiple myeloma. Under the terms of the agreement, each of Merck and the Company will manufacture and supply its relevant compound for use in the combination study. The agreement will last until the earlier of delivery of the final study report or study completion. Either party may terminate the agreement for material breach, patient safety, regulatory action preventing supply of compound or withdrawal of regulatory approval for one of the combination study compounds. Merck may also terminate the agreement where it believes its compound is being used in an unsafe manner. MD Anderson Strategic Alliance On September 26, 2016, the Company announced that it had entered into a multi-year strategic alliance with The University of Texas MD Anderson Cancer Center (“MD Anderson”) designed to expedite the development of T-cell therapies for multiple types of cancer. The Company and MD Anderson will collaborate in a number of studies including clinical and preclinical development of the Company’s SPEAR T-cell therapies targeting NY-ESO, MAGE-A10 and future clinical stage first and second generation SPEAR T-cell therapies such as MAGE-A4 across a number of cancers, including bladder, lung, ovarian, head and neck, melanoma, sarcoma, esophageal and gastric cancers. Under the terms of the alliance agreement, the Company has committed funding of at least $19,644,000 to fund studies under the alliance agreement. Payment of this funding is contingent on mutual agreement to study orders, in order for any study to be included under the alliance, and the performance of set milestones by MD Anderson. The Company will make payments to MD Anderson as certain milestones are achieved and these costs will be expensed to research and development as MD Anderson renders the services under the strategic alliance. The timing and amount of future payments is uncertain. The alliance agreement may be terminated by either party for material breach by the other party. Individual studies may be terminated inter alia for material breach, health and safety concerns or where the institutional review board, the review board at the clinical site with oversight of the clinical study, requests termination of any study. Where any legal or regulatory authorization is finally withdrawn or terminated, the relevant study will also terminate automatically. Universal Cells Research, Collaboration and License Agreement On November 25, 2015, the Company entered into a Research, Collaboration and License Agreement relating to gene editing and HLA-engineering technology with Universal Cells, Inc. (“Universal Cells”). The Company paid an upfront license and start-up fee of $2.5 million to Universal Cells in November 2015 and a milestone payment of $3.0 million in February 2016. Further milestone payments of up to $44 million are payable if certain development and product milestones are achieved. Universal Cells would also receive a profit-share payment for the first product, and royalties on sales of other products utilizing its technology. The upfront and start-up fee was expensed to research and development when incurred. ThermoFisher License Agreement In 2012, the Company entered into a series of license and sub-license agreements with Life Technologies Corporation, part of ThermoFisher Scientific, Inc. (“ThermoFisher”) that provide the Company with a field-based exclusive license under certain intellectual property rights owned or controlled by ThermoFisher. The Company paid upfront license fees of $1.0 million relating to the license and sublicense agreements and has an obligation to pay minimum annual royalties (in the tens of thousands of U.S. dollars prior to licensed product approval and thereafter at a level of 50% of running royalties in the previous year), milestone payments and a low single-digit running royalty payable on the net selling price of each licensed product. The upfront payment made in 2012 was expensed to research and development when incurred. Subsequent milestone payments have been recognized as an intangible asset due to the technology having alternative future use in research and development projects at the time of the payment. The minimum annual royalties have been expensed as incurred. On June 16, 2016, the Company entered into a supply agreement with ThermoFisher for the supply of the Dynabeads® CD3/CD28 technology. The Dynabeads® CD3/CD28 technology is designed to isolate, activate and expand human T-cells, and is being used in the manufacturing of the Company’s affinity enhanced T-cell therapies. The supply agreement runs until December 31, 2025. Under the supply agreement the Company is required to purchase its requirements for CD3/CD28 magnetic bead product exclusively from ThermoFisher for a period of 5 years and there are also minimum purchasing obligations, which are included within ‘Purchase commitments for clinical materials, clinical trials and contract manufacturing’ set forth above. ThermoFisher has the right to terminate the supply agreement for material breach or insolvency. |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' equity | |
Stockholders' equity | Note 9 — Stockholders’ equity Ordinary shares Each holder of ordinary shares is entitled to one vote, on a show of hands and one vote per share on a poll, at general meetings of the Company. On the winding up of the Company, the assets of the Company available for distribution to holders remaining after payment of all other debts and liabilities of the Company shall be paid to the shareholders in proportion to the number of shares held by each of them. The Directors have the authority to allot new shares or to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £149,937 at December 31, 2016. This authority will expire on December 17, 2020. Initial public offering On May 11, 2015, the Company closed its IPO on NASDAQ, issuing 11,250,000 American Depositary Shares representing 67,500,000 ordinary shares with nominal value of $104,000 (£67,500) for proceeds of $175,989,000, net of issuance costs of $13,387,000. Corporate reorganization On April 1, 2015, the Company completed a corporate reorganization. Pursuant to the first stage of this reorganization, on February 23, 2015, all shareholders of Adaptimmune Limited exchanged each of the Series A Preferred Shares and ordinary shares held by them for newly issued Series A Preferred Shares and ordinary shares of Adaptimmune Therapeutics Limited on a one-for-100 basis, resulting in Adaptimmune Limited becoming a wholly-owned subsidiary of Adaptimmune Therapeutics Limited. On April 1, 2015, pursuant to the final step in the corporate reorganization, Adaptimmune Therapeutics Limited re-registered as a public limited company with the name Adaptimmune Therapeutics plc. On March 20, 2015, Adaptimmune Limited share options over ordinary shares granted to directors and employees under share option plans that were in existence immediately prior to the reorganization were exchanged for share options over ordinary shares of Adaptimmune Therapeutics plc on a one-for-100 basis with no change in any of the terms or conditions. Adaptimmune Therapeutics plc’s Board, management and corporate governance arrangements, and consolidated assets and liabilities immediately following the reorganization were the same as Adaptimmune Limited immediately before the reorganization. Convertible preferred shares In September 2014, Adaptimmune Limited issued 1,758,418 Series A Preferred Shares for net consideration of $98,872,000 after the deduction of fees of $4,949,000. In February 2015, the Series A Preferred Shares were exchanged for Series A Preferred Shares of Adaptimmune Therapeutics Limited on a one-for-100 basis. The Series A Preferred Shares were convertible into ordinary shares at the option of the holder at an initial rate of 1:1 reducing to 2:1 on the third anniversary of the issuance, or on the occurrence of an initial public offering at a rate of 1:1 reducing from 1:1 on the first anniversary of the issuance to 2:1 on the third anniversary of the issuance. The Series A Preferred Shares were converted into ordinary shares at a rate of 1:1 immediately prior to the Company’s initial public offering on NASDAQ in May 2015. |
Share-based compensation
Share-based compensation | 12 Months Ended |
Dec. 31, 2016 | |
Share-based compensation | |
Share-based compensation | Note 10 — Share-based compensation The Company grants options over ordinary shares in Adaptimmune Therapeutics plc under the following option plans: (i) the Adaptimmune Therapeutics plc Employee Share Option Scheme (adopted on 14 January 2016), (ii) the Adaptimmune Therapeutics plc 2015 Share Option Scheme and (adopted March 16, 2015) (ii) the Adaptimmune Therapeutics plc Company Share Option Plan (adopted March 16, 2015). The Adaptimmune Therapeutics plc Company Share Option Plan is a tax efficient option scheme intended to comply with the requirements of Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003 of the United Kingdom, which provides for the grant of company share option plan (“CSOP”) options. Grants may not exceed the maximum value of £30,000 per participant for the shares under the option, which is a CSOP compliance requirement. Generally, the vesting dates for the options granted under these plans are 25% on the first anniversary of the grant date and 75% in monthly installments over the following three years. However, the options granted to non-executive directors under the Adaptimmune Therapeutics plc 2015 Share Option Scheme vest and become exercisable as follows: Options granted to non-executive directors on May 11, 2015: Immediately on grant date Options granted to a non-executive director on June 23, 2016: 25% on the first anniversary of the grant date and 75% in monthly installments over the following two years Options granted to non-executive directors on August 11, 2016: 100% on the first anniversary of the grant date Options granted to non-executive directors on November 28, 2016: 25% on the first anniversary of the grant date and 75% in monthly installments over the following two years Options granted under these plans are not subject to performance conditions. The contractual term of options granted under these plans is ten years. The maximum aggregate number of options which may be granted under these plans and any incentive plans adopted by the Company cannot exceed a scheme limit that equates to 8% of the initial fully diluted share capital of the Company immediately following our IPO plus an automatic annual increase of an amount equivalent to 4% of the issued share capital on each 30 June (or such lower number as the Board, or an appropriate committee of the Board, may determine). The automatic increase is effective from July 1, 2016. Prior to December 31, 2014, the Company granted options to purchase ordinary shares in Adaptimmune Limited under three option schemes: (i) The Adaptimmune Limited Share Option Scheme was adopted on May 30, 2008. Under this scheme Enterprise Management Incentive (“EMI”) options (which are potentially tax-advantaged in the United Kingdom) have been granted (subject to the relevant conditions being met) to our employees who are eligible to receive EMI options under applicable U.K. tax law and unapproved options (which do not attract tax advantages) have been granted to our employees who are not eligible to receive EMI options, and to our directors and consultants. In May 2014, the Company no longer qualified for EMI status and since that date, no further EMI options were granted under this scheme; however, unapproved options have been under granted under this scheme since that date. (ii) The Adaptimmune Limited 2014 Share Option Scheme was adopted on April 11, 2014. EMI options were granted (subject to the relevant conditions being met) under this scheme to our employees who are eligible to receive EMI options under applicable U.K. tax law. Unapproved options were granted to our employees who are not eligible to receive EMI options and to directors. In May 2014, the Company no longer qualified for EMI status and since that date, no further EMI options were granted under this scheme; however, unapproved options have been under granted under this scheme since that date. (iii) The Adaptimmune Limited Company Share Option Plan was adopted on December 16, 2014. This scheme allowed the grant of options to our eligible employees prior to the Company’s corporate reorganization. This scheme is a tax efficient option scheme and options were granted on December 19, 2014 and on December 31, 2014 to our part-time and full-time employees. As part of the corporate reorganization in connection with our IPO, the holders of options granted under these schemes over ordinary shares of Adaptimmune Limited were granted equivalent options on substantially the same terms over ordinary shares of Adaptimmune Therapeutics plc (“Replacement Options”) in exchange for the release of these options. The Company does not intend to grant any further options under these schemes. Generally, the vesting dates for the Replacement Options under the Adaptimmune Limited schemes are: Options granted in 2009: 100% on the third anniversary of the grant date Options granted in 2011, 2012, 2013 and April 2014: 25% on the first anniversary of the grant date and 75% in annual installments over the following three years Options granted in December 2014: 25% on the first anniversary of the grant date and 75% in monthly installments over the following three years The contractual life of options granted under these schemes is ten years. In August 2016, the Company accelerated the vesting of 361,222 share options held by two non-executive directors, such that those options became vested and exercisable on December 30, 2016 when the non-executive directors stepped down from the board of directors, and the options expire on December 31, 2018. The following table shows the total share-based compensation expense included in the consolidated statement of operations (thousands): Year ended Six months ended Year ended Year ended Research and development $ $ $ $ General and administrative $ $ $ $ At December 31, 2016, December 31, 2015 and June 30, 2015, there were 3,074,600, 2,774,600 and 2,774,600 share options granted to nonemployees outstanding, respectively. These share options are measured at the current fair values at each reporting date until the share options have vested and recognized in the consolidated statement of operations over the requisite service period. The total share-based payment expense included in the consolidated statement of operations includes a benefit of $488,000 and $33,000 in the year ended December 31, 2016 and six months ended December 31, 2015, respectively, and a charge of $2,001,000 and $44,000 in the years ended 2015 and 2014, respectively relating to share options granted to nonemployees. At December 31, 2016, there was $7,918,000 of total unrecognized compensation cost related to stock options granted but not vested under the plans. That cost will be recognized over an expected remaining weighted-average period of 0.8 years. There were 19,404,373, 21,779,577 and 5,627,700 options granted in the years ended December 31, 2016, June 30, 2015 and 2014, respectively. No share options were granted in the six months ended December 31, 2015. The weighted average fair value of stock options granted in the years ended December 31, 2016, June 30, 2015 and 2014 were $0.74, $0.64 and $0.13, respectively. The following table summarizes all stock option activity for the year ended December 31, 2016: Options Weighted Average Aggregate Outstanding at January 1, 2016 £ Changes during the period: Granted £ Exercised ) £ Forfeited ) £ Outstanding at December 31, 2016 £ $ Exercisable at December 31, 2016 £ $ The following table summarizes information about stock options outstanding as of December 31, 2016: Outstanding Exercisable Exercise price Total share options Weighted-average Weighted-average Total share options Weighted-average £ 0 – 0.25 £ £ 0.26 – 0.50 0.51 – 0.75 — — 0.76 – 1.00 1.01 – 1.50 — — 1.51 – 2.00 Total £ £ There were 63,192 and 2,265,000 share options exercised in the years ended December 31, 2016 and June 30, 2014, respectively. No share options were exercised in the six months ended December 31, 2015 and year ended June 30, 2015. In the year ended December 31, 2016 the total intrinsic value of stock options exercised was $40,000 and the cash received from exercise of stock options was $17,000. In the year ended June 30, 2014 the total intrinsic value of stock options exercised was $130,000 and the cash received from exercise of stock options was $192,000. The Company recognizes tax benefits arising on the exercise of stock options regardless of whether the benefit reduces current taxes. The tax benefit arising on the exercise of stock options was $8,000 for the year ended December 31, 2016 and nil for the six months ended December 31, 2015 and the years ended June 30, 2015 and 2014. The Company satisfies the exercise of stock options through newly issued shares. The fair value of the stock options granted during the period was calculated using the Black-Scholes option-pricing model using the following assumptions: Year ended Year ended Year ended Expected term (years) 5 years 5 years 5 years Expected volatility 68-73% Risk free rate 0.17-1.07% 1.04-1.54% Expected dividend yield The expected term of the option is based on management judgment. Due to the Company’s lack of sufficient history as a publicly traded company, management’s estimate of expected volatility is based on the average volatilities of seven public companies with similar attributes to the Company. The risk free rate is based on the Bank of England’s estimates of gilt yield curve as of the respective grant dates. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income taxes | |
Income taxes | Note 11 — Income taxes Loss before income taxes is as follows (in thousands): Year ended Six months ended Year ended Year ended U.S. $ ) $ ) $ ) $ U.K. ) ) ) ) Loss before income taxes ) $ ) $ ) $ ) The components of income tax expense (benefit) are as follows (in thousands): Year ended Six months ended Year ended Year ended United States: Federal $ $ $ $ State and local ) — U.K. — — — — Total current tax expense (benefit) $ $ ) $ $ United States: Federal — — — — State and local — — — — U.K. — — — — Total deferred tax expense (benefit) — — — — Total income tax expense (benefit) $ $ ) $ $ At December 31, 2016, December 31, 2015 and June 30, 2015 the tax effects of temporary differences that give rise to deferred tax assets and liabilities were as follows (in thousands): December 31, December 31, June 30, Property, plant and equipment: $ ) $ ) $ ) Accruals ) ) — Deferred tax liabilities ) ) ) Share-based compensation expense Intangible assets — Deferred rent — — Deferred revenue — — Other accruals Net operating loss and expenditure credit carryforwards Deferred tax assets Valuation allowance ) ) ) Net deferred tax asset (liability) $ — $ — — The valuation allowances related primarily to operating loss carry-forwards and temporary differences relating to share-based compensation expense, which management considered are not more likely than not of being realized after weighing all available positive and negative evidence including cumulative losses in recent years and projections of future taxable losses, taxable temporary differences, and prudent and feasible tax-planning strategies. The valuation allowance increased by $8,182,000 in the year ended December 31, 2016, due to net deferred tax expense related to our continuing operations of $10,107,000, offset by foreign currency translation adjustments of $1,925,000. Reconciliation of the U.K. statutory income tax rate to the Company’s effective tax rate is as follows (in percentages): Year ended Six months ended Year ended Year ended U.K. tax rate % % % % Permanent differences relating to foreign exchange — )% % — Surrender of R&D expenditures for R&D tax credit refund )% )% )% )% Change in valuation allowances )% )% )% )% Other )% % % % Effective income tax rate )% % )% )% The Company is headquartered in the United Kingdom and the effective U.K. corporate tax rate for the year ended December 31, 2016, six months ended December 31, 2015 and years ended June 30, 2015 and 2014 was 20%, 20%, 20.75% and 22.5%, respectively. The U.S. federal corporate tax rate was 34% for the year ended December 31, 2016, six months ended December 31, 2015 and years ended June 30, 2015 and 2014. The United Kingdom’s 2016 Finance Bill, which was enacted on September 15, 2016, contained reductions in corporation tax to 19% from April 1, 2017 and 17% from April 1, 2020. The Company adopted a 17% tax rate at December 31, 2016 in respect of the measurement of deferred taxes arising in the U.K., which reflects the currently enacted tax rate and the anticipated timing of the unwinding of the deferred tax balances. This has reduced from 18% at December 31, 2015. The Company has adopted a 34% tax rate at December 31, 2016 in respect of the measurement of deferred taxes arising in the U.S., which has reduced from 40% at December 31, 2015 due to the U.S. subsidiary being granted an exemption from certain state and local taxes in 2016, which we anticipate being in place for the next several years. The effect of the change in tax rates on the consolidated statement of operations is $nil, after consideration of the change in valuation allowance. At December 31, 2016, we do not have unremitted earnings in our U.S. subsidiary. At December 31, 2016, we had U.K. net operating loss and expenditure credit carryforwards of approximately $86.0 million that can be carried forward indefinitely. However, draft legislation has been published in the U.K. for inclusion in the Finance Bill 2017 that would, if enacted, restrict the use of operating loss and expenditure credit carryforwards from April 1, 2017, such that they would not be available for offset against more than 50% of taxable profits in any accounting period (subject to a £5 million annual allowance). We do not have any U.S. net operating loss carryforwards. Our tax returns are under routine examination in the U.K. and U.S. tax jurisdictions. The scope of these examinations includes, but is not limited to, the review of our taxable presence in a jurisdiction, our deduction of certain items, our claims for research and development credits, our compliance with transfer pricing rules and regulations and the inclusion or exclusion of amounts from our tax returns as filed. The Company is no longer subject to examinations by tax authorities for the tax years 2011 and prior in the U.K. However, U.K. net operating losses from the tax years 2011 and prior would be subject to examination if and when used in a future tax return to offset taxable income. Our U.K. income tax returns have been accepted by Her Majesty’s Revenue and Customs through the period ended December 31, 2015. The Company is subject to examinations by tax authorities in the U.S. for all tax years 2011 through 2016. Our U.S. federal income tax return for the year ended June 30, 2014 was audited by the U.S. Internal Revenue Service and resulted in no changes. We are also subject to audits by U.S. state taxing authorities where we have operations. Unrecognized tax benefits arise when the estimated benefit recorded in the financial statements differs from the amounts taken or expected to be taken in a tax return because of the uncertainties described above. At December 31, 2016, December 31, 2015 and June 30, 2015 the Company had no unrecognized tax benefits. |
Geographic information
Geographic information | 12 Months Ended |
Dec. 31, 2016 | |
Geographic information | |
Geographic information | Note 12 — Geographic information Operations by geographic area Revenue represents recognized income from the GSK Collaboration and License agreement. All revenue was derived in the U.K. Long-lived assets (excluding intangibles and financial instruments) were located as follows (in thousands): December 31, December 31, June 30, U.K. $ $ U.S. Total long-lived assets(1) $ $ (1) Clinical materials of $2,580,000, $4,736,000 and $nil, included within non-current assets at December 31, 2016, December 31, 2015 and June 30, 2015, are not included within the table above because they can easily be transferred between geographic location. Major customers: During the year ended December 31, 2016, six months ended December 31, 2015 and the years ended June 30, 2015 and 2014 revenues were generated from one customer, which was GSK. GSK accounted for 100% of revenue. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies | |
Basis of presentation | (a) Basis of presentation The consolidated financial statements of Adaptimmune Therapeutics plc and its subsidiaries and other financial information included in this Annual Report have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in U.S. dollars. All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated on consolidation. The Company undertook a reorganization that was completed in April 2015 and is described in Note 9. As appropriate for a reorganization of entities under common control, the historical consolidated financial statements of Adaptimmune Limited and subsidiary prior to the reorganization became those of Adaptimmune Therapeutics plc. On February 23, 2015 the Company undertook a one-for-100 share exchange. All share and per share information presented gives effect to the reorganization by dividing the loss for the period by the weighted average number of shares outstanding of Adaptimmune Therapeutics plc as if the one-for-100 share exchange had been in effect throughout the period. The nominal value of the share capital has been increased to reflect the nominal share capital after the one-for-100 share exchange. |
Use of estimates in financial statements | (b) Use of estimates in financial statements The preparation of financial statements, in conformity with U.S. GAAP and SEC regulations, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuation of share options, valuation allowances relating to deferred tax assets, revenue recognition, estimating clinical trial expenses and estimating reimbursements from research and development (“R&D”) tax and expenditure credits. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. |
Going concern | (c) Going concern Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date the financial statements are issued. This evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued, including: a. The Company’s current financial condition, including its liquidity sources b. The Company’s conditional and unconditional obligations due or anticipated within one year c. The funds necessary to maintain the Company’s operations considering its current financial condition, obligations, and other expected cash flows, and d. Other conditions and events, when considered in conjunction with the above that may adversely affect the Company’s ability to meet its obligations. |
Reclassifications | (d) Reclassifications Property and insurance costs relating to research and development facilities of $1,377,000 and $1,162,000 in the six months ended December 31, 2015 and the year ended June 30, 2015, respectively, were misclassified as general and administrative expenses in prior periods. These costs have been presented within research and development in the current period and the Company has reclassified prior period expenses to conform the presentation to the current period. Legal expenses for patent applications of $149,000, $303,000 and $171,000 in the six months ended December 31, 2015 and the years ended June 30, 2015 and 2014, respectively, were misclassified as research and development expenditure in prior periods. These expenses have been presented within general administrative expenses in the current period and the Company has reclassified prior period expenses to conform the presentation to the current period. The Company has assessed the materiality of the classification errors in prior periods in accordance with the SEC’s guidance on assessing materiality, Staff Accounting Bulletin No. 99, Materiality, and determined that the errors are quantitatively and qualitatively not material. The operating expenses for comparative periods as previously reported and as presented after the reclassifications are as follows (in thousands): Six months ended Year ended Year ended As previously After As previously After As previously After Research and development $ $ $ $ $ $ General and administrative Total operating expenses $ $ $ $ $ $ |
Foreign currency | (e) Foreign currency The reporting currency of the Company is the U.S. dollar. The Company has determined the functional currency of the ultimate parent company, Adaptimmune Therapeutics plc, is U.S. dollars because it predominately raises finance and expends cash in U.S. dollars. The functional currency of subsidiary operations is the applicable local currency. Transactions in foreign currencies are translated into the functional currency of the subsidiary in which they occur at the foreign exchange rate in effect on at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into the functional currency of the relevant subsidiary at the foreign exchange rate in effect on the balance sheet date. Foreign exchange differences arising on translation are recognized within other income (expense) in the consolidated statement of operations. The results of operations for subsidiaries, whose functional currency is not the U.S. dollar, are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions and the balance sheet are translated at foreign exchange rates ruling at the balance sheet date. Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive income (loss). The aggregate foreign currency transaction gain included in determining net income was $1,002,000, $12,596,000, $11,200,000 and $254,000 for the year ended December 31, 2016, the six months ended December 31, 2015 and the years ended June 30, 2015 and 2014, respectively. |
Fair value measurements | (f) Fair value measurements 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. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The hierarchy defines three levels of valuation inputs: Level 1 — Quoted prices in active markets for identical assets or liabilities Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability The Company’s financial instruments consist primarily of cash and cash equivalents, short-term deposits, restricted cash, accounts receivable, accounts payable and accrued expenses. The carrying amounts of the Company’s financial instruments approximate fair value because of the short-term nature of these instruments. |
Accumulated other comprehensive income (loss) | (g) Accumulated other comprehensive income (loss) Accumulated other comprehensive income (loss) consists of foreign currency translation adjustments. There were no reclassifications out of other comprehensive income during the periods presented. |
Cash, cash equivalents and restricted cash | (h) Cash, cash equivalents and restricted cash The Company considers all highly-liquid investments with a maturity at acquisition date of three months or less to be cash equivalents. Cash and cash equivalents comprise cash balances and deposits with maturities of three months or less. The Company’s restricted cash consists of cash providing security for letters of credit in respect of lease agreements. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands). December 31, December 31, June 30, Cash and cash equivalents $ $ $ Restricted cash — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ $ $ |
Short-term deposits | (i) Short-term deposits Short-term deposits consist of bank deposits with a maturity at acquisition date of between three and twelve months. |
Accounts receivable | (j) Accounts receivable Accounts receivable are amounts due from customers. At December 31, 2016, the Company had one customer, which was Glaxosmithkline, or GSK. Management analyses current and past due accounts and determines if an allowance for uncollectible accounts is required based on collection experience and other relevant information. At December 31, 2016, the allowance for doubtful accounts is $nil. The process of estimating the uncollectible accounts involves assumptions and judgments and the ultimate amounts of uncollectible accounts receivable could be in excess of the amounts provided. |
Clinical materials | (k) Clinical materials Clinical materials for use in research and development with alternative future use are capitalized as either other current assets or other non-current assets, depending on the timing of their expected consumption. |
Property, plant and equipment | (l) Property, plant and equipment Property, plant and equipment is stated at cost, less any impairment losses, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The following table provides the range of estimated useful lives used for each asset type: Computer equipment 3 to 5 years Laboratory equipment 5 years Office equipment 5 years Leasehold improvements the expected duration of the lease Assets under construction are not depreciated until the asset is available and ready for its intended use. The Company assesses property, plant and equipment for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. |
Intangibles | (m) Intangibles Intangibles includes intellectual property (“IP”) rights for licensed technology used in research and development with an alternative future use, which are recorded at cost and amortized over the estimated useful life of the related product. The weighted-average amortization period for IP rights for licensed technology at December 31, 2016 is seven years. Intangibles also include acquired computer software licenses, which are recorded at cost and amortized over the estimated useful lives of approximately three years. Intangibles are assessed for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. |
Segmental reporting | (n) Segmental reporting 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 in making decisions regarding resource allocation and assessing performance. The Company’s chief operating decision maker (the “CODM”), its chief executive officer, manages the Company’s operations on an integrated basis for the purposes of allocating resources. When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses and expenses by function and the CODM makes decisions using this information on a global basis. Accordingly, the Company has determined that it operates in one operating segment. |
Revenue | (o) Revenue Revenue is recognized when earned and realized or realizable, which is generally when 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, and collectability is reasonably assured. Where applicable, all revenues are stated net of value added and similar taxes. The Company’s revenue currently arises from a collaboration and license agreement with GSK entered into in May 2014 and amended in February 2016 (the “GSK Collaboration and License Agreement”), which requires the Company to provide multiple deliverables to GSK. The Company recognizes revenue for arrangements with multiple deliverables by identifying the separable deliverables within the arrangement, whereby a deliverable is considered separable if it has value to the customer on a standalone basis. Contingent deliverables, such as the right to nominate further development targets, which represent a substantive option (i.e. the customer is not required or compelled to purchase the optional products or services) and not priced at a significant and incremental discount are not considered to be a deliverable at inception of the arrangement. The non-contingent arrangement consideration is allocated between the separate deliverables using the relative selling price. The relative selling price is determined using vendor-specific objective evidence (“VSOE”), if available, third party evidence if VSOE is not available, or a best estimate of the standalone selling price if neither VSOE nor third party evidence is available. The best estimate of the selling price is estimated after considering all reasonably available information, including market data and conditions, entity-specific factors such as the cost structure of the deliverable, internal profit and pricing objectives and the stage of development, if appropriate. Revenue allocated to each deliverable is recognized as it is delivered. Where delivery occurs over time, revenue is systematically recognized over the period which the Company will be providing services. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s consolidated balance sheet. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue in current liabilities. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, non-current. Milestone payments which are non-refundable, non-creditable and contingent on achieving clinical milestones are recognized as revenues either on achievement of such milestones if the milestones are considered substantive or over the period the Company has continuing performance obligations, if the milestones are not considered substantive. When determining if a milestone is substantive, the Company considers the following factors: · The degree of certainty in achieving the milestone, · The frequency of milestone payments, · The Company’s efforts, which result in achievement of the milestone, · The amount of the milestone payment relative to the other deliverables and payment terms, and · Whether the milestone payment is related to future performance or deliverables. |
Research and development expenditure | (p) Research and development expenditure Research and development expenditures are expensed as incurred. Expenses related to clinical trials are recognized as services are received. Nonrefundable advance payments for services are deferred and recognized in the consolidated statement of operations as the services are rendered. This determination is based on an estimate of the services received and there may be instances when the payments to vendors exceed the level of services provided resulting in a prepayment of the clinical expense. If the actual timing of the performance of services varies from our estimate, the accrual or prepaid expense is adjusted accordingly. Upfront and milestone payments to third parties for in-licensed products or technology which has not yet received regulatory approval and which does not have alternative future use in R&D projects or otherwise are expensed as incurred. The Company expensed acquired in-process R&D of $3.0 million, $2.5 million, $- and $- in the year ended December 31, 2016, the six months ended December 31, 2015 and the years ended June 30, 2015 and 2014, respectively. Milestone payments made to third parties either on or subsequent to regulatory approval are capitalized as an intangible asset and amortized over the remaining useful life of the product. Research and development expenditure is presented net of reimbursements from grants and R&D tax and expenditure credits from the U.K. government, which are recognized over the period necessary to match the reimbursement with the related costs when it is probable that the Company has complied with any conditions attached and will receive the reimbursement. Grant income was $414,000, $905,000, $613,000 and $241,000 in the year ended December 31, 2016, the six months ended December 31, 2015 and the years ended June 30, 2015 and 2014, respectively. Reimbursable R&D tax and expenditure credits were $6,891,000, $1,506,000, $1,497,000 and $1,027,000 in the year ended December 31, 2016, the six months ended December 31, 2015 and the years ended June 30, 2015 and 2014, respectively. |
Operating leases | (q) Operating leases Costs in respect of operating leases are charged to the consolidated statement of operations on a straight line basis over the lease term. Rent holidays are recognized on a straight-line basis over the lease term (including any rent holiday period). Lease incentives, including leasehold improvement incentives or allowances, are recorded as deferred rent and amortized as reductions to lease expense over the lease term. Leasehold improvements made by a lessee that are funded by landlord incentives or allowances are recorded as leasehold improvement assets and amortized over the shorter of the useful life of the asset and the non-cancellable lease term. In July 2015, the Company entered into a 15 year lease agreement, with an early termination option at 123 months, for offices and research facilities in Philadelphia, U.S. The lease commenced upon completion of construction in October 2016. In September 2015, the Company entered into an agreement for a 25-year lease, with early termination options, for a research and development facility in Oxfordshire, U.K. In October 2016, the Company entered into the lease for that facility following the completion of construction. |
Share-based compensation | (r) Share-based compensation The Company awards certain employees and nonemployees options over the ordinary shares of the parent company. The cost of share-based awards issued to employees are measured at the grant-date fair value of the award and recognized as an expense over the requisite service period. The fair value of the options is determined using the Black-Scholes option-pricing model. Share options with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company has elected to account for forfeitures of stock options when they occur by reversing compensation cost previously recognized, in the period the award is forfeited, for an award that is forfeited before completion of the requisite service period. The Company has awarded share options to nonemployees for consultancy services. These share options are measured at the fair value of the goods/services received or the fair value of the equity instrument issued, whichever is more reliably measured, and then remeasured at the then-current fair values at each reporting date until the share options have vested and recognized as an expense over the requisite service period. |
Retirement benefits | (s) Retirement benefits The Company operates a defined contribution pension scheme for its directors and employees. The contributions to this scheme are expensed to the consolidated statement of operations as they fall due. The pension contributions for the year ended December 31, 2016, six months ended December 31, 2015 and the years ended June 30, 2015 and 2014 were $976,000, $122,000, $240,000 and $139,000, respectively. |
Income taxes | (t) Income taxes Income taxes for the period comprise current and deferred tax. Income tax is recognized in the consolidated statement of operations except to the extent that it relates to items recognized either in other comprehensive income or directly in equity, in which case it is recognized in other comprehensive income or equity. Current tax is the expected tax payable or receivable on the taxable income or loss for the current or prior periods using tax rates enacted at the balance sheet date. Deferred tax is accounted for using the asset and liability method that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amount and the tax bases of assets and liabilities at the applicable tax rates. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company evaluates the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include the Company’s forecast of future taxable income, carryback availability, reversing taxable temporary differences and available tax planning strategies that could be implemented to realize the deferred tax assets. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. We recognize potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statement of operations as income tax expense. In interim periods, the income tax expense (benefit) related to income (loss) from continuing operations before income tax expense (benefit) excluding significant unusual or infrequently occurring items is computed at an estimated annual effective tax rate and the tax expense (benefit) related to all other items is individually computed and recognized when the items occur. |
Preferred shares | (u) Preferred shares In September 2014, Adaptimmune Limited issued 1,758,418 Series A Preferred Shares for net consideration of $98,872,000 after the deduction of fees of $4,949,000. On February 23, 2015, 1,758,418 Series A Preferred Shares were exchanged for newly issued Series A Preferred Shares of Adaptimmune Therapeutics Limited on a one-for-100 basis. The Series A Preferred Shares were convertible into ordinary shares at the option of the holder at an initial rate of 1:1 reducing to 2:1 on the third anniversary of the issuance, or on the occurrence of an initial public offering at a rate of 1:1 reducing from 1:1 on the first anniversary of the issuance to 2:1 on the third anniversary of the issuance. The Series A Preferred Shares contained a beneficial conversion feature, which is recognized within additional paid-in capital and accreted over the minimum period in which the investor can recognize that return. The beneficial conversion feature was accreted through a deemed dividend of $14,735,000 in the year ended June 30, 2015. The Series A Preferred Shares were converted into ordinary shares at a rate of 1:1 immediately prior to the Company’s initial public offering on NASDAQ in May 2015. Upon conversion the Company reclassified the carrying amount of the Series A Preferred Shares to common stock and additional paid-in capital. |
Loss per share | (v) Loss per share Basic loss per share is determined by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted loss per share is determined by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, adjusted for the dilutive effect of all potential ordinary shares that were outstanding during the period. Potentially dilutive shares are excluded when the effect would be to increase diluted earnings per share or reduce diluted loss per share. The following table reconciles the numerator and denominator in the basic and diluted loss per share computation (in thousands): Year ended Six months Year ended Year ended Numerator for basic and diluted loss per share Net loss $ ) $ ) $ ) $ ) Deemed dividend on convertible preferred shares — — ) — Net loss attributable to ordinary shareholders $ ) $ ) $ ) $ ) Denominator for basic and diluted loss per share Weighted average number of shares used to calculate basic and diluted loss per share The effects of the following potentially dilutive equity instruments have been excluded from the diluted loss per share calculation because they would have an antidilutive effect on the loss per share for the period: Year ended Six months Year ended Year ended Weighted average number of share options(1) Weighted average number of Preferred Shares(2) — — — (1) The Company granted a total of 15,543,040 options from January 1, 2017 through to March 8, 2017. (2) Adaptimmune Limited issued 1,758,418 Series A Preferred Shares in September 2014. In April 2015, as part of the Company reorganization, the Series A Preferred Shares of Adaptimmune Limited were exchanged for Series A Preferred Shares of Adaptimmune Therapeutics Limited on a one-for-100 basis. The Series A Preferred Shares were converted into ordinary shares at a rate of 1:1 immediately prior to the Company’s initial public offering on NASDAQ in May 2015. |
Related parties | (w) Related parties Adaptimmune and Immunocore Limited (“Immunocore”) have a shared history, some overlap in board membership (which ceased on December 31, 2016) and substantial overlap in shareholder base. The Company has entered into several agreements with Immunocore regarding the shared use of certain services including licensing and research collaboration. During the periods presented Immunocore and the Company have invoiced each other in respect of a transitional services agreement (under which certain staff resources and other administration services are supplied by each company to the other company for a transitional period). Additionally, during the periods presented Immunocore has invoiced the Company in respect of services provided under a target collaboration agreement (under which certain target identification services were provided by Immunocore), costs related to joint patents and in respect of property rent. The target collaboration agreement between Immunocore and the Company was terminated, by mutual consent, effective March 1, 2017. The companies entered into the target collaboration agreement in January 2015, to facilitate joint target identification activities and specific T-cell cloning work, and jointly create a target database of peptides. Both companies will continue to have access to the target database and associated target information after termination of the target collaboration agreement. The Company now has its own dedicated target identification capability and as a result has no requirement for ongoing target collaboration with Immunocore. The companies’ decision to end the target collaboration agreement has no impact on other agreements between them. In particular, the companies will continue to co-own the patents, patent applications and know-how relating to the underlying core TCR technology under a previously executed and irrevocable assignment and license agreement. |
New accounting pronouncements | New accounting pronouncements Adopted in the period Restricted Cash The Company has adopted Accounting Standards Update (“ASU”) 2016-18 - Statement of Cash Flows: Restricted Cash issued by the Financial Accounting Standards Board (“FASB”) in November 2016, which amends the presentation of restricted cash within the statement of cash flows. The guidance requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents rather than only cash and cash equivalents, as previously required. The guidance has been adopted retrospectively to all periods presented, which has resulted in a decrease in net cash used in investing activities of $4,666,000 in the six months ended December 31, 2015. The total of cash, cash equivalents and restricted cash is described in Note 2(h). The adoption of the guidance did not have any impact on the Company’s financial position or result of operations. Classification of certain cash receipts and cash payments The Company has adopted ASU 2016-15 - Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments , issued by the FASB in August 2016, which provides clarification on the classification of certain cash receipts and cash payments where current U.S. GAAP either is unclear or does not include specific guidance. The guidance has been adopted using a retrospective transition method to all periods presented. The adoption of the guidance did not have any impact on the Company’s financial position, result of operations or cash flows. Customer’s accounting for fees paid in a cloud computing arrangement The Company has adopted Accounting Standards Update 2015-05 - Internal-Use Software: Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement issued by the FASB in April 2015, which clarifies a customer’s accounting for fees paid in a cloud computing arrangement. The guidance considers whether a cloud computing arrangement includes a software license and clarifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance has been adopted prospectively to all arrangements entered into or materially modified after January 1, 2016. The adoption of this guidance did not have any impact on the Company’s financial position, results of operations or cash flows. To be adopted in future periods Intra-Entity Transfers of Assets Other Than Inventory In October 2016, the FASB issued ASU 2016-16 - Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory, which requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The guidance should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company does not believe the adoption of the guidance will have a material impact on the consolidated financial statements. Accounting for leases In February 2016, the FASB issued ASU 2016-02 - Leases . The guidance requires that lessees recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term at the commencement date. The guidance also makes targeted improvements to align lessor accounting with the lessee accounting model and guidance on revenue from contracts with customers. The guidance is effective for the fiscal year beginning January 1, 2019, including interim periods within that fiscal year. Early application is permitted. The guidance must be adopted on a modified retrospective transition approach for leases existing, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of the guidance on the consolidated financial statements. Recognition and measurement of financial assets and financial liabilities In January 2016, the FASB issued ASU 2016-01 - Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities , which amended the guidance on the recognition and measurement of financial assets and financial liabilities. The new guidance requires that equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) are measured at fair value with changes in fair value recognized in net income. The guidance also requires the use of an exit price when measuring the fair value of financial instruments for disclosure purposes, eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset. The guidance is effective for the fiscal year beginning January 1, 2018, including interim periods within that fiscal year. The Company does not believe the adoption of the guidance will have a material impact on the consolidated financial statements. Revenue from contracts with customers In May 2014, the FASB issued ASU 2014-09 - Revenue from Contracts with Customers which requires a new approach to revenue recognition and in March, April, May and December 2016, the FASB issued additional clarification related to this guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The guidance is effective for the fiscal year beginning January 1, 2018, including interim reporting periods within that reporting period. Earlier application is permitted. The Company intends to adopt the guidance with effect from January 1, 2018. The guidance can be adopted retrospectively to each prior reporting period presented, subject to certain practical expedients, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application. The Company is in the process of assessing the impact of the guidance as it relates to the GSK Collaboration and License Arrangement. The Company’s preliminary assessment is substantially complete but there are several complex issues that are being considered. Once these issues are resolved, the Company will determine the transition method which will be applied and evaluate the disclosure requirements. The adoption of ASU 2014-09 may have a material effect on the Company’s financial statements but the quantitative effect cannot be reasonably estimated at this time. The Company continues to monitor additional changes, modifications, clarifications or interpretations undertaken by the FASB, which may impact its assessment. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies | |
Schedule operating expenses for comparative periods as previously reported and as presented after the reclassifications | The operating expenses for comparative periods as previously reported and as presented after the reclassifications are as follows (in thousands): Six months ended Year ended Year ended As previously After As previously After As previously After Research and development $ $ $ $ $ $ General and administrative Total operating expenses $ $ $ $ $ $ |
Schedule of the reconciliation of cash, cash equivalents, and restricted cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands). December 31, December 31, June 30, Cash and cash equivalents $ $ $ Restricted cash — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ $ $ |
Schedule of estimated useful lives of property, plant and equipment | Computer equipment 3 to 5 years Laboratory equipment 5 years Office equipment 5 years Leasehold improvements the expected duration of the lease |
Schedule of numerator and denominator in the basic and diluted loss per share computation | The following table reconciles the numerator and denominator in the basic and diluted loss per share computation (in thousands): Year ended Six months Year ended Year ended Numerator for basic and diluted loss per share Net loss $ ) $ ) $ ) $ ) Deemed dividend on convertible preferred shares — — ) — Net loss attributable to ordinary shareholders $ ) $ ) $ ) $ ) Denominator for basic and diluted loss per share Weighted average number of shares used to calculate basic and diluted loss per share |
Schedule of potentially dilutive equity instruments excluded from the diluted loss per share calculation | Year ended Six months Year ended Year ended Weighted average number of share options(1) Weighted average number of Preferred Shares(2) — — — (1) The Company granted a total of 15,543,040 options from January 1, 2017 through to March 8, 2017. (2) Adaptimmune Limited issued 1,758,418 Series A Preferred Shares in September 2014. In April 2015, as part of the Company reorganization, the Series A Preferred Shares of Adaptimmune Limited were exchanged for Series A Preferred Shares of Adaptimmune Therapeutics Limited on a one-for-100 basis. The Series A Preferred Shares were converted into ordinary shares at a rate of 1:1 immediately prior to the Company’s initial public offering on NASDAQ in May 2015. |
Property, plant and equipment24
Property, plant and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, plant and equipment, net | |
Schedule of property, plant and equipment, net | Property and equipment, net consisted of the following (in thousands): December 31, December 31, June 30, Computer equipment $ $ $ Laboratory equipment Office equipment Leasehold improvements Assets under construction — Less accumulated depreciation ) ) ) $ $ $ |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible assets, net | |
Schedule of intangible assets, net | Intangible assets, net consisted of the following (in thousands): December 31, December 31, June 30, Acquired software licenses $ $ $ Licensed IP rights — completed technology — — Less accumulated amortization ) ) ) $ $ $ |
Accrued expenses and other cu26
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, December 31, June 30, Accrued clinical and development expenses $ $ $ Accrued employee compensation and benefits payable Accrued capital expenditure Value added tax — Other accrued purchases Other current liabilities — $ $ $ |
Contingencies and commitments (
Contingencies and commitments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Contingencies and commitments | |
Summary of future minimum lease payments under operating leases | Future minimum lease payments under operating leases at December 31, 2016 are presented below (in thousands): December 31, 2017 2018 2019 2020 2021 Thereafter $ |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of vesting information | Options granted in 2009: 100% on the third anniversary of the grant date Options granted in 2011, 2012, 2013 and April 2014: 25% on the first anniversary of the grant date and 75% in annual installments over the following three years Options granted in December 2014: 25% on the first anniversary of the grant date and 75% in monthly installments over the following three years |
Summary of share-based compensation expense included in the consolidated statements of operations | The following table shows the total share-based compensation expense included in the consolidated statement of operations (thousands): Year ended Six months ended Year ended Year ended Research and development $ $ $ $ General and administrative $ $ $ $ |
Summary of all stock option activity | Options Weighted Average Aggregate Outstanding at January 1, 2016 £ Changes during the period: Granted £ Exercised ) £ Forfeited ) £ Outstanding at December 31, 2016 £ $ Exercisable at December 31, 2016 £ $ |
Summary of information about stock options outstanding | The following table summarizes information about stock options outstanding as of December 31, 2016: Outstanding Exercisable Exercise price Total share options Weighted-average Weighted-average Total share options Weighted-average £ 0 – 0.25 £ £ 0.26 – 0.50 0.51 – 0.75 — — 0.76 – 1.00 1.01 – 1.50 — — 1.51 – 2.00 Total £ £ |
Summary of the assumptions used to estimate the fair values of the share options granted using the Black-Scholes option-pricing model | Year ended Year ended Year ended Expected term (years) 5 years 5 years 5 years Expected volatility 68-73% Risk free rate 0.17-1.07% 1.04-1.54% Expected dividend yield |
Non-executive director | |
Summary of vesting information | Options granted to non-executive directors on May 11, 2015: Immediately on grant date Options granted to a non-executive director on June 23, 2016: 25% on the first anniversary of the grant date and 75% in monthly installments over the following two years Options granted to non-executive directors on August 11, 2016: 100% on the first anniversary of the grant date Options granted to non-executive directors on November 28, 2016: 25% on the first anniversary of the grant date and 75% in monthly installments over the following two years |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income taxes | |
Schedule of loss before income taxes | Loss before income taxes is as follows (in thousands): Year ended Six months ended Year ended Year ended U.S. $ ) $ ) $ ) $ U.K. ) ) ) ) Loss before income taxes ) $ ) $ ) $ ) |
Schedule of components of income tax expense (benefit) | The components of income tax expense (benefit) are as follows (in thousands): Year ended Six months ended Year ended Year ended United States: Federal $ $ $ $ State and local ) — U.K. — — — — Total current tax expense (benefit) $ $ ) $ $ United States: Federal — — — — State and local — — — — U.K. — — — — Total deferred tax expense (benefit) — — — — Total income tax expense (benefit) $ $ ) $ $ |
Schedule of deferred tax assets and liabilities | At December 31, 2016, December 31, 2015 and June 30, 2015 the tax effects of temporary differences that give rise to deferred tax assets and liabilities were as follows (in thousands): December 31, December 31, June 30, Property, plant and equipment: $ ) $ ) $ ) Accruals ) ) — Deferred tax liabilities ) ) ) Share-based compensation expense Intangible assets — Deferred rent — — Deferred revenue — — Other accruals Net operating loss and expenditure credit carryforwards Deferred tax assets Valuation allowance ) ) ) Net deferred tax asset (liability) $ — $ — — |
Schedule of the effective tax rate reconciliation | Reconciliation of the U.K. statutory income tax rate to the Company’s effective tax rate is as follows (in percentages): Year ended Six months ended Year ended Year ended U.K. tax rate % % % % Permanent differences relating to foreign exchange — )% % — Surrender of R&D expenditures for R&D tax credit refund )% )% )% )% Change in valuation allowances )% )% )% )% Other )% % % % Effective income tax rate )% % )% )% |
Geographic information (Tables)
Geographic information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Geographic information | |
Schedule of long-lived assets | Long-lived assets (excluding intangibles and financial instruments) were located as follows (in thousands): December 31, December 31, June 30, U.K. $ $ U.S. Total long-lived assets(1) $ $ (1) Clinical materials of $2,580,000, $4,736,000 and $nil, included within non-current assets at December 31, 2016, December 31, 2015 and June 30, 2015, are not included within the table above because they can easily be transferred between geographic location. |
General (Details)
General (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
General | |||
Accumulated deficit | $ 161,492 | $ 89,913 | $ 66,913 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Basis of Presentation (Details) | Mar. 20, 2015 | Feb. 23, 2015 |
Summary of Significant Accounting Policies | ||
Share exchange ratio | 0.01 | 0.01 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Reclassifications - General Information (Details) - Restatement Adjustment - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Reclassification of property and insurance costs relating to research and development facilities | Research and development | |||
Operating expenses | |||
Property and insurance costs | $ 1,377 | $ 1,162 | |
Reclassification of property and insurance costs relating to research and development facilities | General and administrative | |||
Operating expenses | |||
Property and insurance costs | (1,377) | (1,162) | |
Reclassification of legal expenses relating to patents | Research and development | |||
Operating expenses | |||
Legal expenses related to patents | (149) | (303) | $ (171) |
Reclassification of legal expenses relating to patents | General and administrative | |||
Operating expenses | |||
Legal expenses related to patents | $ 149 | $ 303 | $ 171 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Reclassification - Tabular Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Operating expenses | ||||
Research and development | $ 25,472 | $ 63,789 | $ 24,137 | $ 9,575 |
General and administrative | 9,917 | 23,208 | 10,375 | 2,771 |
Total operating expenses | 35,389 | $ 86,997 | 34,512 | 12,346 |
Previously Reported | ||||
Operating expenses | ||||
Research and development | 24,244 | 23,278 | 9,746 | |
General and administrative | 11,145 | 11,234 | 2,600 | |
Total operating expenses | $ 35,389 | $ 34,512 | $ 12,346 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Foreign currency (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Summary of Significant Accounting Policies | ||||
Foreign currency transaction gain | $ 12,596 | $ 1,002 | $ 11,200 | $ 254 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Accumulated other comprehensive income (loss) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Summary of Significant Accounting Policies | ||||
Reclassifications | $ 0 | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 158,779 | $ 194,263 | $ 229,046 | |
Restricted cash | 4,017 | 4,508 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 162,796 | $ 198,771 | $ 229,046 | $ 51,179 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Short-term Deposits (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Short-term deposits | |
Maturity term, minimum (in months) | 3 months |
Maturity term, maximum (in months) | 12 months |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Accounts receivable (Details) $ in Thousands | Dec. 31, 2016USD ($)customer |
Accounts receivable | |
Allowance for doubtful accounts | $ | $ 0 |
GlaxoSmithKline Intellectual Property Development Ltd | |
Accounts receivable | |
Number of customers | customer | 1 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Property, Plant & Equipment (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Computer equipment | Minimum | |
Property, plant & equipment | |
Estimated useful lives (in years) | 3 years |
Computer equipment | Maximum | |
Property, plant & equipment | |
Estimated useful lives (in years) | 5 years |
Laboratory equipment | |
Property, plant & equipment | |
Estimated useful lives (in years) | 5 years |
Office equipment | |
Property, plant & equipment | |
Estimated useful lives (in years) | 5 years |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Intangibles (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Licensed IP rights - completed technology | Weighted Average | |
Intangibles | |
Weighted-average amortization period (in years) | 7 years |
Acquired software licenses | |
Intangibles | |
Estimated useful life (in years) | 3 years |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2016segment | |
Segmental reporting | |
Number of operating segments | 1 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Research and Development Expenditure (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Summary of Significant Accounting Policies | ||||
Acquired in-process R&D expensed | $ 2,500 | $ 3,000 | $ 0 | $ 0 |
Grant income | 905 | 414 | 613 | 241 |
Reimbursement of Research and Development Tax and Expenditure Credit | $ 1,506 | $ 6,891 | $ 1,497 | $ 1,027 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Operating Leases (Details) | 1 Months Ended | |
Sep. 30, 2015 | Jul. 31, 2015 | |
Lease for Offices and Research facilities in Philadelphia, U.S. | ||
Lease term (in years) | 15 years | |
Early termination option (in months) | 123 months | |
Lease for Research and development facility in Oxfordshire, U.K. | ||
Lease term (in years) | 25 years |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Retirement Benefits (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Summary of Significant Accounting Policies | ||||
Pension contributions | $ 122 | $ 976 | $ 240 | $ 139 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Preferred Shares (Details) $ in Thousands | Mar. 20, 2015 | Feb. 23, 2015shares | May 31, 2015 | Sep. 30, 2014USD ($)shares | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) |
Preferred shares | ||||||
Net consideration | $ 15,812 | |||||
Shares exchanged (in shares) | shares | 1,758,418 | |||||
Share exchange ratio | 0.01 | 0.01 | ||||
Deemed dividend, accretion of beneficial conversion feature | $ 14,735 | |||||
Series A Preferred Shares | ||||||
Preferred shares | ||||||
Stock issued (in shares) | shares | 1,758,418 | |||||
Net consideration | $ 98,872 | 98,872 | ||||
Stock issuance costs | $ 4,949 | |||||
Conversion ratio, initial rate | 1 | |||||
Conversion ratio, third anniversary of the issuance | 2 | |||||
Conversion ratio, initial public offering | 1 | |||||
Conversion ratio, initial public offering, third anniversary | 2 | |||||
Deemed dividend, accretion of beneficial conversion feature | $ 14,735 | |||||
Conversion ratio | 1 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Reconciliation of Earnings per share (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator for basic and diluted loss per share | ||||
Net loss | $ (23,000) | $ (71,579) | $ (22,058) | $ (11,601) |
Deemed dividend on convertible preferred shares | (14,735) | |||
Net loss attributable to ordinary shareholders | $ (23,000) | $ (71,579) | $ (36,793) | $ (11,601) |
Denominator for basic and diluted loss per share | ||||
Weighted average number of shares used to calculate basic and diluted loss per share (in shares) | 424,711,900 | 424,713,997 | 214,704,593 | 148,335,529 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share options | ||||
Antidilutive securities | ||||
Potentially dilutive equity instruments excluded from the diluted loss per share (in shares) | 31,203,477 | 45,882,791 | 31,473,477 | 10,057,700 |
Preferred shares | ||||
Antidilutive securities | ||||
Potentially dilutive equity instruments excluded from the diluted loss per share (in shares) | 122,848,381 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Options (Details) - shares | 2 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 08, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Summary of Significant Accounting Policies | |||||
Number of options granted (in shares) | 15,543,040 | 0 | 19,404,373 | 21,779,577 | 5,627,700 |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Preferred Shares (Details) | Mar. 20, 2015 | Feb. 23, 2015 | May 31, 2015 | Sep. 30, 2014shares |
Preferred shares | ||||
Share exchange ratio | 0.01 | 0.01 | ||
Series A Preferred Shares | ||||
Preferred shares | ||||
Stock issued (in shares) | 1,758,418 | |||
Conversion ratio | 1 |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - New accounting pronouncement (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2015USD ($) | |
ASU 2016-18 | Adjustment | |
Decrease in restricted cash | $ 4,666 |
Revenue (Details)
Revenue (Details) $ in Thousands, £ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2014GBP (£) | Jun. 30, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)item | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | |
Collaboration and License Agreement | ||||||||||
Revenue recognized | $ 8,979 | $ 14,198 | $ 9,871 | $ 825 | ||||||
GlaxoSmithKline Intellectual Property Development Ltd | Change in service delivery period in collaboration and license agreement | ||||||||||
Collaboration and License Agreement | ||||||||||
Revenue recognized | 8,979 | $ 14,198 | ||||||||
GlaxoSmithKline Intellectual Property Development Ltd | Change in service delivery period in collaboration and license agreement | Forecast adjustment | ||||||||||
Collaboration and License Agreement | ||||||||||
Revenue recognized | $ 6,053 | $ 900 | $ 939 | $ (2,237) | ||||||
Collaborative arrangement | GlaxoSmithKline Intellectual Property Development Ltd | ||||||||||
Collaboration and License Agreement | ||||||||||
Number of additional target peptides, that the entity has right to nominate | item | 3 | |||||||||
Upfront payment received | £ 25 | $ 42,100 | ||||||||
Amount of non-substantive development milestones | $ 14,400 | $ 17,400 | 7,200 | |||||||
Royalties received | $ 0 | |||||||||
Written notice period required to be served for the termination of agreement for material breach (in days) | 60 days | |||||||||
Notice period required to be served for the termination of agreement or specific program (in days) | 60 days | |||||||||
Maximum combination studies permitted | item | 8 | |||||||||
Revenue recognized | $ 8,979 | $ 9,871 | $ 825 | |||||||
Collaborative arrangement | GlaxoSmithKline Intellectual Property Development Ltd | Adjustment | ||||||||||
Collaboration and License Agreement | ||||||||||
Revenue recognized | $ (5,615) |
Financial instruments - Cash Eq
Financial instruments - Cash Equivalents and Short-term Deposits (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
Financial instruments | |||
Cash and cash equivalents | $ 158,779,000 | $ 194,263,000 | $ 229,046,000 |
Short-term deposits | 22,694,000 | $ 54,620,000 | $ 55,292,000 |
Restricted cash | $ 4,017,000 |
Financial instruments - Collabo
Financial instruments - Collaboration and License Agreement (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | 31 Months Ended | ||
Dec. 31, 2015customer | Dec. 31, 2016USD ($)customer | Jun. 30, 2015customer | Jun. 30, 2014customer | Dec. 31, 2016USD ($) | |
Collaboration and License Agreement | |||||
Number of customers | customer | 1 | 1 | 1 | 1 | |
GlaxoSmithKline Intellectual Property Development Ltd | Collaborative arrangement | |||||
Collaboration and License Agreement | |||||
Impairment losses | $ 0 | ||||
Amounts past due | $ 0 | $ 0 |
Financial instruments - Foreign
Financial instruments - Foreign Exchange Risk (Details) - $ / £ | Feb. 28, 2017 | Dec. 31, 2016 |
Financial instruments | ||
Exchange rate | 1.2430 | 1.2330 |
Property, plant and equipment56
Property, plant and equipment, net - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
Property, plant and equipment | |||
Property, plant & equipment, gross | $ 32,422 | $ 15,234 | $ 6,314 |
Less accumulated depreciation | (4,523) | (2,009) | (921) |
Property, plant & equipment, net | 27,899 | 13,225 | 5,393 |
Computer equipment | |||
Property, plant and equipment | |||
Property, plant & equipment, gross | 1,904 | 1,182 | 649 |
Laboratory equipment | |||
Property, plant and equipment | |||
Property, plant & equipment, gross | 11,423 | 11,016 | 3,547 |
Office equipment | |||
Property, plant and equipment | |||
Property, plant & equipment, gross | 265 | 258 | 192 |
Leasehold improvements | |||
Property, plant and equipment | |||
Property, plant & equipment, gross | 4,498 | 1,631 | $ 1,926 |
Assets under construction | |||
Property, plant and equipment | |||
Property, plant & equipment, gross | $ 14,332 | $ 1,147 |
Property, plant and equipment57
Property, plant and equipment, net - Depreciation Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Depreciation expense | $ 1,176 | $ 3,126 | $ 705 | $ 240 |
Loss on disposal | (122) | |||
Leasehold improvements | ||||
Loss on disposal | $ 122 |
Intangible assets, net - Tabula
Intangible assets, net - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
Intangible assets, net | |||
Acquired software licenses | $ 1,493 | $ 399 | $ 208 |
Less accumulated amortization | (225) | (94) | (30) |
Intangible assets, net | 1,268 | 305 | 178 |
Acquired software licenses | |||
Intangible assets, net | |||
Acquired software licenses | 1,310 | $ 399 | $ 208 |
Licensed IP rights - completed technology | |||
Intangible assets, net | |||
Acquired software licenses | $ 183 |
Intangible assets, net - Amorti
Intangible assets, net - Amortization Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Intangible assets, net | ||||
Amortization expense | $ 69 | $ 160 | $ 30 | $ 0 |
Intangible assets, net - Aggreg
Intangible assets, net - Aggregate Amortization Expense (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Estimated aggregate amortization expense | |
Estimated aggregate amortization expense, year ended December 31, 2017 | $ 331 |
Estimated aggregate amortization expense, year ended December 31, 2018 | 387 |
Estimated aggregate amortization expense, year ended December 31, 2019 | 349 |
Estimated aggregate amortization expense, year ended December 31, 2020 | 116 |
Estimated aggregate amortization expense, year ended December 31, 2021 | $ 22 |
Accrued expenses and other cu61
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
Accrued expenses and other current liabilities | |||
Accrued clinical and development expenses | $ 4,938 | $ 3,143 | $ 1,790 |
Accrued employee compensation and benefits payable | 4,539 | 2,748 | 248 |
Accrued capital expenditure | 3,954 | 42 | 973 |
Value added tax | 2,014 | 744 | |
Other accrued purchases | 1,003 | 841 | 826 |
Other current liabilities | 1,080 | 40 | |
Total | $ 17,528 | $ 7,518 | $ 3,877 |
Contingencies and commitments -
Contingencies and commitments - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Future minimum payments under operating leases | |
2,017 | $ 2,112 |
2,018 | 2,755 |
2,019 | 3,361 |
2,020 | 3,245 |
2,021 | 3,130 |
Thereafter | 17,983 |
Total | $ 32,586 |
Contingencies and commitments63
Contingencies and commitments - Lease Expenses (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Contingencies and commitments | ||||
Lease expenses | $ 841 | $ 2,255 | $ 610 | $ 287 |
Contingencies and commitments64
Contingencies and commitments - Operating Leases (Details) | 1 Months Ended | |
Sep. 30, 2015 | Jul. 31, 2015 | |
Lease for Offices and Research facilities in Philadelphia, U.S. | ||
Contingencies and commitments | ||
Lessee Leasing Arrangement Operating Leases Early Termination Term Of Contract | 123 months | |
Lease term (in years) | 15 years | |
Research and Development Facility in Oxfordshire, U.K. | ||
Contingencies and commitments | ||
Lease term (in years) | 25 years |
Contingencies and commitments65
Contingencies and commitments - Capital Commitments (Details) - Capital commitments $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Contingencies and commitments | |
Committed amount | $ 8,093 |
Period in which commitments will be expected to incur (in years) | 1 year |
Contingencies and commitments66
Contingencies and commitments - Clinical Trials and Contract Manufacturing Commitments (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Contract manufacturing commitment | ||||
Contingencies and commitments | ||||
Other commitments | $ 50,972 | |||
Other commitments, due within one year | 34,164 | |||
Other commitments, due in one to three years | 8,443 | |||
Other commitments, due in three to five years | 6,796 | |||
Other commitments, due after five years | 1,569 | |||
Clinical trials and contract manufacturing commitments | ||||
Contingencies and commitments | ||||
Subcontract costs | $ 8,585 | $ 23,565 | $ 8,818 | $ 5,886 |
Contingencies and commitments67
Contingencies and commitments - Collaborations and License Agreements (Details) - USD ($) | Jun. 16, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Dec. 31, 2012 | Dec. 31, 2016 | Sep. 26, 2016 |
ThermoFisher Scientific | ||||||
Collaboration and License Agreement | ||||||
Supply contract agreement period (in years) | 5 years | |||||
Clinical trials commitment | MD Anderson Strategic Alliance | Minimum | ||||||
Collaboration and License Agreement | ||||||
Further potential milestone payments | $ 19,644,000 | |||||
Collaborative arrangement | Universal Cells, Inc. | ||||||
Collaboration and License Agreement | ||||||
Upfront license and startup fees | $ 2,500,000 | |||||
Milestone payments | $ 3,000,000 | |||||
Further potential milestone payments | $ 44,000,000 | |||||
Collaborative arrangement | Life Technologies Corp | ||||||
Collaboration and License Agreement | ||||||
Upfront license fees | $ 1,000,000 | |||||
Minimum annual royalties as a percentage of prior year running royalties (as a percent) | 50.00% |
Stockholders' equity - Ordinary
Stockholders' equity - Ordinary Shares (Details) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015shares | Dec. 31, 2016GBP (£)shares | Jun. 30, 2015shares | Jun. 30, 2014shares | |
Stockholders' equity | ||||
Number of votes per share on a show of hands | 1 | |||
Number of votes per share on a poll | 1 | |||
Maximum aggregate nominal amount | £ 150,000 | |||
Issuance of shares upon exercise of stock options (in shares) | shares | 0 | 63,192 | 0 | 2,265,000 |
Remaining authority to allot new shares amount | £ 149,937 |
Stockholders' equity - Initial
Stockholders' equity - Initial Public Offering (Details) $ in Thousands | May 11, 2015GBP (£)shares | May 11, 2015USD ($)shares | Jun. 30, 2015USD ($)shares | Jun. 30, 2014USD ($)shares |
Stockholders' equity | ||||
Issuance of stock | $ 15,812 | |||
Proceeds from issuance of common stock | $ 175,989 | $ 175,989 | ||
Initial Public Offering | ||||
Stockholders' equity | ||||
Issuance of American Depositary Shares (in shares) | shares | 11,250,000 | 11,250,000 | ||
Issuance of stock | 175,989 | |||
Common stock | ||||
Stockholders' equity | ||||
Issuance of stock (in shares) | shares | 70,208,600 | |||
Issuance of stock | $ 112 | |||
Stock issuance costs | $ 13,387 | $ 13,387 | ||
Common stock | Initial Public Offering | ||||
Stockholders' equity | ||||
Issuance of stock (in shares) | shares | 67,500,000 | 67,500,000 | 67,500,000 | |
Issuance of stock | £ 67,500 | $ 104 | $ 104 |
Stockholders' equity - Corporat
Stockholders' equity - Corporate Reorganization (Details) | Mar. 20, 2015 | Feb. 23, 2015 |
Stockholders' equity | ||
Share exchange ratio | 0.01 | 0.01 |
Stockholders' equity - Converti
Stockholders' equity - Convertible Preferred Shares (Details) $ in Thousands | Mar. 20, 2015 | Feb. 23, 2015 | May 31, 2015 | Sep. 30, 2014USD ($)shares | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) |
Convertible preferred shares | ||||||
Net consideration | $ 15,812 | |||||
Share exchange ratio | 0.01 | 0.01 | ||||
Series A Preferred Shares | ||||||
Convertible preferred shares | ||||||
Stock issued (in shares) | shares | 1,758,418 | |||||
Net consideration | $ 98,872 | $ 98,872 | ||||
Stock issuance costs | $ 4,949 | |||||
Conversion ratio, initial rate | 1 | |||||
Conversion ratio, third anniversary of the issuance | 2 | |||||
Conversion ratio, initial public offering | 1 | |||||
Conversion ratio, initial public offering, third anniversary | 2 | |||||
Conversion ratio | 1 |
Share-based compensation - Opti
Share-based compensation - Option Plans (Details) | Nov. 28, 2016 | Aug. 11, 2016 | Jun. 23, 2016 | Mar. 16, 2015GBP (£)item | Aug. 31, 2016directorshares | Dec. 31, 2014 | Dec. 31, 2015shares | Dec. 31, 2016shares | Jun. 30, 2015shares | Jun. 30, 2014shares | Dec. 31, 2009 | Dec. 31, 2014 |
Share based compensation | ||||||||||||
Maximum value of option grants per participant | £ | £ 30,000 | |||||||||||
Option Exercised (in shares) | 0 | 63,192 | 0 | 2,265,000 | ||||||||
Scheme limit, grants as a percentage of fully diluted share capital of the Company immediately following the IPO (as a percent) | 8.00% | |||||||||||
Scheme limit, automatic increase percentage (as a percent) | 4.00% | |||||||||||
Number of option schemes | item | 3 | |||||||||||
Accelerated vesting (in shares) | 361,222 | |||||||||||
Number of non-executive directors | director | 2 | |||||||||||
Options granted in March 2015 and on May 11,2015 | ||||||||||||
Share based compensation | ||||||||||||
Contractual term (in years) | 10 years | |||||||||||
Options granted in March 2015 and on May 11,2015 | First anniversary | ||||||||||||
Share based compensation | ||||||||||||
Vesting percentage (as a percent) | 25.00% | |||||||||||
Options granted in March 2015 and on May 11,2015 | Monthly installments over the following three years | ||||||||||||
Share based compensation | ||||||||||||
Vesting percentage (as a percent) | 75.00% | |||||||||||
Vesting period (in years) | 3 years | |||||||||||
Options granted in 2009 | ||||||||||||
Share based compensation | ||||||||||||
Vesting percentage (as a percent) | 100.00% | |||||||||||
Vesting period (in years) | 3 years | |||||||||||
Contractual term (in years) | 10 years | |||||||||||
Options granted in 2011, 2012, 2013, and April 2014 | ||||||||||||
Share based compensation | ||||||||||||
Contractual term (in years) | 10 years | |||||||||||
Options granted in 2011, 2012, 2013, and April 2014 | First anniversary | ||||||||||||
Share based compensation | ||||||||||||
Vesting percentage (as a percent) | 25.00% | |||||||||||
Vesting period (in years) | 1 year | |||||||||||
Options granted in 2011, 2012, 2013, and April 2014 | Annual installments over the following three years | ||||||||||||
Share based compensation | ||||||||||||
Vesting percentage (as a percent) | 75.00% | |||||||||||
Vesting period (in years) | 3 years | |||||||||||
Options granted in December 2014 | ||||||||||||
Share based compensation | ||||||||||||
Contractual term (in years) | 10 years | |||||||||||
Options granted in December 2014 | First anniversary | ||||||||||||
Share based compensation | ||||||||||||
Vesting percentage (as a percent) | 25.00% | |||||||||||
Vesting period (in years) | 1 year | |||||||||||
Options granted in December 2014 | Monthly installments over the following three years | ||||||||||||
Share based compensation | ||||||||||||
Vesting percentage (as a percent) | 75.00% | |||||||||||
Vesting period (in years) | 3 years | |||||||||||
Non-executive director | Options granted on June 23, 2016 | First anniversary | ||||||||||||
Share based compensation | ||||||||||||
Vesting percentage (as a percent) | 25.00% | |||||||||||
Vesting period (in years) | 1 year | |||||||||||
Non-executive director | Options granted on June 23, 2016 | Monthly installments over the following two years | ||||||||||||
Share based compensation | ||||||||||||
Vesting percentage (as a percent) | 75.00% | |||||||||||
Vesting period (in years) | 2 years | |||||||||||
Non-executive director | Options granted on August 11, 2016 | First anniversary | ||||||||||||
Share based compensation | ||||||||||||
Vesting percentage (as a percent) | 100.00% | |||||||||||
Vesting period (in years) | 1 year | |||||||||||
Non-executive director | Options granted on November 28, 2016 | First anniversary | ||||||||||||
Share based compensation | ||||||||||||
Vesting percentage (as a percent) | 25.00% | |||||||||||
Vesting period (in years) | 1 year | |||||||||||
Non-executive director | Options granted on November 28, 2016 | Monthly installments over the following two years | ||||||||||||
Share based compensation | ||||||||||||
Vesting percentage (as a percent) | 75.00% | |||||||||||
Vesting period (in years) | 2 years |
Share-based compensation - Shar
Share-based compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Total share-based compensation expense included in the consolidated statements of operations | ||||
Total share-based compensation expense | $ 3,568 | $ 8,821 | $ 7,078 | $ 332 |
Research and development | ||||
Total share-based compensation expense included in the consolidated statements of operations | ||||
Total share-based compensation expense | 1,587 | 4,185 | 5,426 | 121 |
General and administrative | ||||
Total share-based compensation expense included in the consolidated statements of operations | ||||
Total share-based compensation expense | $ 1,981 | $ 4,636 | $ 1,652 | $ 211 |
Share-based compensation - Op74
Share-based compensation - Options Granted to Nonemployees (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share based compensation | ||||
Number of options granted outstanding (in shares) | 31,203,477 | 49,237,290 | ||
Nonemployees | ||||
Share based compensation | ||||
Number of options granted outstanding (in shares) | 2,774,600 | 3,074,600 | 2,774,600 | |
Share based payment charge (benefit) | $ (33) | $ (488) | $ 2,001 | $ 44 |
Share based compensation - Unre
Share based compensation - Unrecognized Compensation Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Share based compensation | |
Unrecognized compensation cost | $ 7,918 |
Expected weighted-average cost recognition period (in years) | 9 months 18 days |
Share-based compensation - Op76
Share-based compensation - Options (Details) - $ / shares | 2 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 08, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based compensation | |||||
Number of options granted (in shares) | 15,543,040 | 0 | 19,404,373 | 21,779,577 | 5,627,700 |
Weighted average fair value (in dollars per share) | $ 0.74 | $ 0.64 | $ 0.13 |
Share based compensation - Opti
Share based compensation - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 08, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Options | |||||
Outstanding at the beginning of the period (in shares) | 49,237,290 | 31,203,477 | |||
Granted (in shares) | 15,543,040 | 0 | 19,404,373 | 21,779,577 | 5,627,700 |
Exercised (in shares) | 0 | (63,192) | 0 | (2,265,000) | |
Forfeited (in shares) | (1,307,368) | ||||
Outstanding at the end of the period (in shares) | 31,203,477 | 49,237,290 | |||
Weighted Average Exercise Price Per Option | |||||
Outstanding at the beginning of the period (in dollars per share) | $ 0.58 | $ 0.41 | |||
Granted (in dollars per share) | 0.89 | ||||
Exercised (in dollars per share) | 0.22 | ||||
Forfeited (in dollars per share) | 1.04 | ||||
Outstanding at the end of the period (in dollars per share) | $ 0.41 | $ 0.58 | |||
Additional disclosures | |||||
Outstanding - Average Remaining Contractual Term (Years) | 8 years 2 months 12 days | ||||
Outstanding - Aggregate Intrinsic Value | $ 8,205 | ||||
Exercisable - Options | 17,167,747 | ||||
Exercisable - Weighted Average Exercise Price Per Option | $ 0.41 | ||||
Exercisable - Average Remaining Contractual Term (Years) | 7 years 6 months | ||||
Exercisable - Aggregate Intrinsic Value | $ 4,906 |
Share based compensation - Stoc
Share based compensation - Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2016£ / sharesshares | |
Share-based compensation | |
Outstanding - Total Share Options | shares | 49,237,290 |
Outstanding - Weighted-Average Remaining Contractual Life | 8 years 2 months 12 days |
Outstanding - Weighted Average Exercise Price | £ 0.58 |
Exercisable - Total Share Options | shares | 17,167,747 |
Exercisable - Weighted-Average Exercise Price | £ 0.41 |
Exercise Price $0 - $0.25 | |
Share-based compensation | |
Exercise Price, Upper Range Limit | £ 0.25 |
Outstanding - Total Share Options | shares | 9,858,104 |
Outstanding - Weighted-Average Remaining Contractual Life | 6 years 7 months 6 days |
Outstanding - Weighted Average Exercise Price | £ 0.11 |
Exercisable - Total Share Options | shares | 6,482,204 |
Exercisable - Weighted-Average Exercise Price | £ 0.11 |
Exercise Price $0.26 - $0.50 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | 0.26 |
Exercise Price, Upper Range Limit | £ 0.50 |
Outstanding - Total Share Options | shares | 19,156,064 |
Outstanding - Weighted-Average Remaining Contractual Life | 8 years 1 month 6 days |
Outstanding - Weighted Average Exercise Price | £ 0.42 |
Exercisable - Total Share Options | shares | 8,975,893 |
Exercisable - Weighted-Average Exercise Price | £ 0.42 |
Exercise Price $0.51 - $0.75 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | 0.51 |
Exercise Price, Upper Range Limit | £ 0.75 |
Outstanding - Total Share Options | shares | 1,646,000 |
Outstanding - Weighted-Average Remaining Contractual Life | 9 years 10 months 24 days |
Outstanding - Weighted Average Exercise Price | £ 0.58 |
Exercise Price $0.76 - $1.00 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | 0.76 |
Exercise Price, Upper Range Limit | £ 1 |
Outstanding - Total Share Options | shares | 15,493,264 |
Outstanding - Weighted-Average Remaining Contractual Life | 9 years 6 months |
Outstanding - Weighted Average Exercise Price | £ 0.93 |
Exercisable - Total Share Options | shares | 559,049 |
Exercisable - Weighted-Average Exercise Price | £ 0.89 |
Exercise Price $1.01 - $1.50 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | 1.01 |
Exercise Price, Upper Range Limit | £ 1.50 |
Outstanding - Total Share Options | shares | 1,498,243 |
Outstanding - Weighted-Average Remaining Contractual Life | 9 years 4 months 24 days |
Outstanding - Weighted Average Exercise Price | £ 1.06 |
Exercise Price $1.51 - $2.00 | |
Share-based compensation | |
Exercise Price, Lower Range Limit | 1.51 |
Exercise Price, Upper Range Limit | £ 2 |
Outstanding - Total Share Options | shares | 1,585,615 |
Outstanding - Weighted-Average Remaining Contractual Life | 8 years 4 months 24 days |
Outstanding - Weighted Average Exercise Price | £ 1.82 |
Exercisable - Total Share Options | shares | 1,150,601 |
Exercisable - Weighted-Average Exercise Price | £ 1.82 |
Share based compensation - Op79
Share based compensation - Options Exercised (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share based compensation | ||||
Option Exercised (in shares) | 0 | 63,192 | 0 | 2,265,000 |
Intrinsic value of stock options exercised | $ 40 | $ 130 | ||
Proceeds from exercise of stock options | 17 | 192 | ||
Tax benefit from stock option exercises | $ 0 | $ 8 | $ 0 | $ 0 |
Share-based compensation - Fair
Share-based compensation - Fair Value Assumptions (Details) - company | 12 Months Ended | ||
Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Assumptions used to estimate the fair values of the share options granted using the Black-Scholes option-pricing model | |||
Expected term (in years) | 5 years | 5 years | 5 years |
Expected volatility, minimum (as a percent) | 68.00% | ||
Expected volatility (as a percent) | 60.00% | 60.00% | |
Expected volatility, maximum (as a percent) | 73.00% | ||
Risk free rate, minimum (as a percent) | 0.17% | 1.04% | |
Risk free rate (as a percent) | 1.73% | ||
Risk free rate, maximum (as a percent) | 1.07% | 1.54% | |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Number of companies with similar attributes, considered for expected volatility rate computation | 7 |
Income taxes - Income before In
Income taxes - Income before Income Taxes (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income taxes | ||||
Loss before income taxes | $ (23,055) | $ (70,687) | $ (21,814) | $ (11,526) |
UNITED STATES | ||||
Income taxes | ||||
Loss before income taxes | (1,771) | (3,373) | (1,108) | 1,941 |
U.K. | ||||
Income taxes | ||||
Loss before income taxes | $ (21,284) | $ (67,314) | $ (20,706) | $ (13,467) |
Income taxes - Components of In
Income taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
United States: | ||||
Federal | $ 33 | $ 752 | $ 121 | $ 75 |
State and local | (88) | 140 | 123 | |
Total current tax expense (benefit) | (55) | 892 | 244 | 75 |
United States: | ||||
Total income tax expense (benefit) | $ (55) | $ 892 | $ 244 | $ 75 |
Income taxes - Reconciliation o
Income taxes - Reconciliation of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
Deferred tax liabilities | |||
Property, plant and equipment | $ (1,880) | $ (2,080) | $ (888) |
Accruals | (326) | (8) | |
Deferred tax liabilities | (2,206) | (2,088) | (888) |
Deferred tax assets | |||
Share-based compensation expense | 4,632 | 2,721 | 1,557 |
Intangible assets | 348 | 443 | |
Deferred rent | 144 | ||
Deferred revenue | 115 | ||
Other accruals | 82 | 37 | 30 |
Net operating loss and expenditure credit carryforwards | 14,613 | 8,318 | 7,508 |
Deferred tax assets | 19,819 | 11,519 | 9,210 |
Valuation allowance | (17,613) | (9,431) | (8,322) |
Deferred tax assets, net | 2,206 | 2,088 | 888 |
Net deferred tax asset |
Income taxes - Change in Valuat
Income taxes - Change in Valuation Allowance (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income taxes | |
Increase in valuation allowance | $ 8,182 |
Valuation allowance, net tax expense relating to continuing operation | 10,107 |
Valuation allowance, foreign currency translation adjustments | $ 1,925 |
Income taxes - Reconciliation85
Income taxes - Reconciliation of Effective Tax Rate (Details) - Her Majesty's Revenue and Customs (HMRC) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income taxes | ||||
UK tax rate | 20.00% | 20.00% | 20.75% | 22.50% |
Permanent differences relating to foreign exchange | (8.70%) | 3.40% | ||
Surrender of R&D expenditures for R&D tax credit | (4.50%) | (5.90%) | (5.50%) | (12.10%) |
Change in valuation allowances | (10.80%) | (14.70%) | (20.70%) | (16.20%) |
Other | 4.20% | (0.70%) | 0.90% | 5.00% |
Effective income tax rate | 0.20% | (1.30%) | (1.10%) | (0.80%) |
Income taxes - Tax Rates (Detai
Income taxes - Tax Rates (Details) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Her Majesty's Revenue and Customs (HMRC) | ||||
Income taxes | ||||
Tax rate (as a percent) | 20.00% | 20.00% | 20.75% | 22.50% |
Internal Revenue Service (IRS) | ||||
Income taxes | ||||
Tax rate (as a percent) | 34.00% | 34.00% | 34.00% | 34.00% |
Income taxes - Change in Tax Ra
Income taxes - Change in Tax Rate (Details) $ in Thousands, £ in Millions | Apr. 01, 2020 | Apr. 01, 2017 | Dec. 31, 2015 | Dec. 31, 2016GBP (£) | Dec. 31, 2016USD ($) | Dec. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 |
Income taxes | ||||||||
Effect of changes in tax rates on Consolidated statement of Operations (in dollars) | $ | $ 0 | |||||||
Percentage on taxable profit | 50.00% | 50.00% | ||||||
Operating Loss Carryforwards And Tax Credit Carryforward Annual Allowance | £ | £ 5 | |||||||
Her Majesty's Revenue and Customs (HMRC) | ||||||||
Income taxes | ||||||||
Tax rate (as a percent) | 20.00% | 20.00% | 20.00% | 20.75% | 22.50% | |||
Tax rate, deferred taxes (as a percent) | 17.00% | 17.00% | 18.00% | |||||
Her Majesty's Revenue and Customs (HMRC) | Forecast | ||||||||
Income taxes | ||||||||
Tax rate (as a percent) | 17.00% | 19.00% | ||||||
Internal Revenue Service (IRS) | ||||||||
Income taxes | ||||||||
Tax rate (as a percent) | 34.00% | 34.00% | 34.00% | 34.00% | 34.00% | |||
Tax rate, deferred taxes (as a percent) | 34.00% | 34.00% | 40.00% |
Income taxes - Net Operating Lo
Income taxes - Net Operating Loss and Expenditure Credit Carryforwards (Details) $ in Millions | Dec. 31, 2016USD ($) |
Income taxes | |
Net operating loss and expenditure credit carryforwards | $ 86 |
Income taxes - Unrecognized Tax
Income taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
Income taxes | |||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
Geographic information - Operat
Geographic information - Operations by Geographic Area - Long-lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
Operations by Geographic Area | |||
Long-lived assets | $ 27,899 | $ 13,225 | $ 5,392 |
Clinical materials | 2,580 | 4,736 | |
U.K. | |||
Operations by Geographic Area | |||
Long-lived assets | 15,719 | 12,124 | 4,898 |
UNITED STATES | |||
Operations by Geographic Area | |||
Long-lived assets | $ 12,180 | $ 1,101 | $ 494 |
Geographic information - Major
Geographic information - Major Customers (Details) - customer | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Major Customers | ||||
Number of customers | 1 | 1 | 1 | 1 |
Revenue. | Customer Concentration Risk | GlaxoSmithKline Intellectual Property Development Ltd | ||||
Major Customers | ||||
Concentration risk (as a percentage) | 100.00% | 100.00% | 100.00% | 100.00% |