Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 24, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | NITE | |
Entity Registrant Name | Nightstar Therapeutics plc | |
Entity Central Index Key | 0001711675 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 33,536,214 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 94,513 | $ 27,784 |
Marketable securities | 58,944 | 136,385 |
Research and development credit | 8,661 | 8,268 |
Prepaid expenses and other current assets | 5,712 | 6,605 |
Total current assets | 167,830 | 179,042 |
Property and equipment, net | 489 | 562 |
Other assets | 1,414 | 409 |
Total assets | 169,733 | 180,013 |
Current liabilities: | ||
Accounts payable | 2,976 | 3,017 |
Accrued expenses and other liabilities | 16,686 | 11,360 |
Total current liabilities | 19,662 | 14,377 |
Long-term lease obligations | 351 | |
Total liabilities | 20,013 | 14,377 |
Commitments and contingencies (see Note 12) | ||
Shareholders’ equity: | ||
Ordinary shares, £0.01 nominal value; 100,000 shares authorized as of March 31, 2019 and December 31, 2018; 33,484 and 33,486 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 61 | 61 |
Additional paid-in capital | 268,967 | 267,233 |
Accumulated other comprehensive income (loss): | ||
Cumulative foreign currency translation adjustment | (4,855) | (4,855) |
Unrealized holding gains on available for sales securities | 823 | 2,081 |
Total accumulated other comprehensive loss | (4,032) | (2,774) |
Accumulated deficit | (115,276) | (98,884) |
Total shareholders’ equity | 149,720 | 165,636 |
Total liabilities and shareholders’ equity | $ 169,733 | $ 180,013 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - £ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Ordinary shares, nominal value | £ 0.01 | £ 0.01 |
Ordinary shares, authorized | 100,000,000 | 100,000,000 |
Ordinary shares, issued | 33,484,000 | 33,486,000 |
Ordinary shares, outstanding | 33,484,000 | 33,486,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating expenses: | ||
Research and development | $ 8,898,000 | $ 6,064,000 |
General and administrative | 9,663,000 | 2,776,000 |
Total operating expenses | 18,561,000 | 8,840,000 |
Other income (expense): | ||
Interest and other income | 1,107,000 | 367,000 |
Other income (expense), net | 1,101,000 | (5,885,000) |
Total other income (expense), net | 2,208,000 | (5,518,000) |
Loss before provision for income taxes | (16,353,000) | (14,358,000) |
Provision for income taxes | 39,000 | 0 |
Net loss | (16,392,000) | (14,358,000) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 0 | 6,346,000 |
Change in net unrealized holding gains (losses) on available for sale securities | (1,258,000) | |
Total other comprehensive loss | $ (17,650,000) | $ (8,012,000) |
Basic and diluted net loss per ordinary share | $ (0.50) | $ (0.52) |
Weighted average basic and diluted ordinary shares | 32,944 | 27,862 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands | Total | Ordinary Shares | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at Dec. 31, 2017 | $ 125,812,000 | $ 1,000 | $ 185,943,000 | $ 1,890,000 | $ (62,022,000) |
Balance, shares at Dec. 31, 2017 | 28,904 | ||||
Issuance of restricted share awards, net, shares | (10,321) | ||||
Share-based compensation expense | 836,000 | 836,000 | |||
Foreign currency translation adjustment | 6,346,000 | 6,346,000 | |||
Net loss | (14,358,000) | (14,358,000) | |||
Balance at Mar. 31, 2018 | 118,636,000 | $ 1,000 | 186,779,000 | 8,236,000 | (76,380,000) |
Balance, shares at Mar. 31, 2018 | 18,583 | ||||
Balance at Dec. 31, 2018 | 165,636,000 | $ 61,000 | 267,233,000 | (2,774,000) | (98,884,000) |
Balance, shares at Dec. 31, 2018 | 33,486 | ||||
Forfeiture of restricted share awards, shares | (2) | ||||
Share-based compensation expense | 1,734,000 | 1,734,000 | |||
Change in net unrealized holding gains (losses) on available for sale securities, net of tax | (1,258,000) | (1,258,000) | |||
Foreign currency translation adjustment | 0 | ||||
Net loss | (16,392,000) | (16,392,000) | |||
Balance at Mar. 31, 2019 | 149,720,000 | $ 61,000 | $ 268,967,000 | (4,032,000) | $ (115,276,000) |
Balance, shares at Mar. 31, 2019 | 33,484 | ||||
Change in net unrealized holding gains (losses) on available for sale securities | $ (1,258,000) | $ (1,258,000) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Change in net unrealized holding gains (losses) on available for sale securities, net of tax | $ 169 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (16,392) | $ (14,358) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 86 | 61 |
Non-cash share-based compensation | 1,734 | 836 |
Accretion on marketable securities | (537) | |
Deferred taxes | (44) | |
Unrealized foreign currency (gains) losses | (136) | 4,509 |
Realized investment (gains) losses | (1,110) | |
Changes in operating assets and liabilities: | ||
Research and development tax credit receivable | (392) | (1,382) |
Prepaid expenses and other assets | 893 | 908 |
Accounts payable | 16 | 1,765 |
Accrued expenses and other liabilities | 4,520 | (1,261) |
Net cash used in operating activities | (11,362) | (8,922) |
Cash flows from investing activities: | ||
Proceeds from maturities of marketable securities | 78,000 | |
Purchases of property and equipment | (14) | (43) |
Net cash provided by (used in) investing activities | 77,986 | (43) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 105 | 1,838 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 66,729 | (7,127) |
Cash, cash equivalents and restricted cash, beginning of period | 27,842 | 129,404 |
Cash, cash equivalents and restricted cash, end of period | $ 94,571 | $ 122,277 |
Nature of the Business
Nature of the Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business | 1. Nature of the Business Nightstar Therapeutics plc (the “Company”) is a clinical-stage gene therapy company focused on developing and commercializing novel one-time treatments for patients suffering from rare inherited retinal diseases that would otherwise progress to blindness. The Company is developing a pipeline of proprietary product candidates that are designed to substantially modify or halt the progression of inherited retinal diseases for which there are no currently approved treatments. The Company’s lead product candidate, NSR-REP1, for the treatment of choroideremia is in Phase 3 clinical development. The Company’s second product candidate, NSR-RPGR, is in Phase 2/3 clinical development for the treatment of X-linked retinitis pigmentosa. The Company also has product candidates in preclinical development for a number of inherited retinal diseases for which there are no approved treatments such as Stargardt disease. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. Basis of Presentation The terms “Nightstar” and “the Company” each refer to Nightstar Therapeutics plc and its subsidiaries, unless the context indicates otherwise. The accompanying unaudited consolidated condensed financial statements were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), for interim financial information and with the instructions to Form 10-Q and Article 10 and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosure have been condensed or omitted. These unaudited consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and accompanying notes to consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. In the Company’s opinion, the accompanying unaudited consolidated condensed financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation, in all material respects, of the information contained herein. Results for the interim periods are not necessarily indicative of results that may be expected for the year. See the recently adopted accounting pronouncements section in Note 11 below for information concerning the adoption of new accounting guidance. Except for these changes, Nightstar has consistently applied the accounting policies to all periods presented in these unaudited condensed consolidated financial statements. The adoption of new accounting guidance did not result in significant changes in the Company’s reporting of its assets, liabilities, equity, operations and cash flow. |
Foreign Currency Translation
Foreign Currency Translation | 3 Months Ended |
Mar. 31, 2019 | |
Foreign Currency [Abstract] | |
Foreign Currency Translation | 3. Foreign Currency Translation On January 1, 2019, the Company adopted the U.S. dollar as its functional currency. The change from the pound sterling is due to the continued expansion of our operations in the U.S. and the change in anticipated long-term shift of operations from the United Kingdom to the U.S in 2019 and beyond. Foreign currency exchange gains and losses are driven primarily by balances of cash, cash equivalents and marketable securities, as well as accounts payable, denominated in a currency other than the Company’s functional currency. A significant majority of these balances are denominated in U.S. dollars. Prior to January 1, 2019, the functional currency of the Company was the pound sterling. Accordingly, a substantial portion of foreign currency transaction gains and losses in the years and interim periods in prior periods related to the exchange rate changes between the U.S. dollar and pound sterling on the U.S. dollar denominated funds held by the Company. The Company’s reporting currency has been and continues to be the U.S. dollar. For periods prior to January 1, 2019, the functional currency was pounds sterling and the reporting currency was the U.S. dollar. Translation adjustments were not included in the determination of net loss; they were included as foreign currency translation adjustments in accumulated other comprehensive income (loss), a component of shareholders’ equity. With the adoption of the U.S. dollar as the Company’s functional currency, the cumulative foreign currency translation adjustment of $4.9 million as of January 1, 2019, will be retained as a part of shareholders’ equity. The Company recorded a foreign currency translation adjustment gain of $6.3 million for three months ended March 31, 2018 and none for the three months ended March 31, 2019. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | 4. Fair Value of Financial Assets and Liabilities The Company’s investments are all classified within Levels 1 and 2 of the fair value hierarchy. The Company’s investments classified within Level 1 of the fair value hierarchy are valued based quoted prices in active markets. The Company’s investments classified in Level 2 of the fair value hierarchy are based on matrix pricing compiled by third party pricing vendors, using observable market inputs such as interest rates, yield curves, and credit risk. For cash, current receivables, and accounts payable, the carrying amounts approximate fair value because of the short maturity of these instruments, and therefore fair value information is not included in the table below (in thousands): March 31, 2019 December 31, 2018 Total Level 1 Level 2 Total Level 1 Level 2 Money market funds and short-term U.S. Treasury securities, included in cash and cash equivalents $ 92,586 $ 92,586 $ — $ 23,514 $ 23,514 $ — U.S Treasury securities $ 58,944 38,420 20,524 $ 136,385 100,949 35,436 $ 151,530 $ 131,006 $ 20,524 $ 159,899 $ 124,463 $ 35,436 The Company did not have transfers in or out of Level 3 of the fair value hierarchy during the three months ended March 31, 2019 and 2018. The Company had no liabilities measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018 |
Marketable securities
Marketable securities | 3 Months Ended |
Mar. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable securities | 5. Marketable securities As of March 31, 2019, the Company held the following investments in marketable securities classified as available-for-sale (in thousands): Maturity Amortized cost Gross Unrealized Holding Gains (Losses) Aggregate Estimated Fair Value U.S. Treasury securities (1) 1 - 3 months $ 57,952 $ 992 $ 58,944 As of December 31, 2018, the Company held the following investments in marketable securities classified as available-for-sale (in thousands): Maturity Amortized cost Gross Unrealized Holding Gains (Losses) Aggregate Estimated Fair Value U.S. Treasury securities (1) 3 - 9 months $ 133,899 $ 2,486 $ 136,385 (1) Gross unrealized holding gains (losses) includes $0.9 million and $2.5 million impact of foreign currency exchange rate fluctuations as of March 31, 2019 and December 31, 2018, respectively. All of the Company’s investments are classified as available-for-sale and are carried at fair value with unrealized gains and losses recorded as a component of accumulated other comprehensive income (loss), net of related income taxes. No securities have been in an unrealized loss position for more than one year. Gross unrealized holding gains of $0.8 million are reported in accumulated other comprehensive income at March 31, 2019, net of tax. During the three months ended March 31, 2019, the Company realized $1.3 million in foreign currency gains on the settlement of maturing marketable securities as a result of favorable foreign currency exchange rate fluctuations. Realized gains and losses are determined using the specific identification method, reclassified from accumulated other comprehensive income and included in other income, net on the statement of comprehensive income. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 6. Share-Based Compensation Under its equity incentive plans, the Company granted 1,160,355 options to acquire shares at the weighted average price of $14.17, the closing selling prices on the dates of the grants, in the three months ended March 31, 2019. In the three months ended March 31, 2018, the Company granted 676,576 options to acquire shares at the weighted average price of $13.82, the closing selling prices on the dates of the grants. In the three months ended March 31, 2019 and 2018, there were no restricted shares awarded. The following share-based compensation expense was recognized for the periods indicated (in thousands): Three months ended March 31, 2019 2018 Research and development $ 629 $ 301 General and administrative 1,105 535 Total share-based compensation $ 1,734 $ 836 The Company grants equity awards under its share-based compensation programs, which awards may include share options, restricted share awards (“RSAs”), restricted share units (“RSUs”) and other share-based awards. To date, the share-based awards granted to employees and directors have been in the form of RSAs, RSUs and share options. The Company recognizes compensation expense for equity awards based on the grant date fair value of the award on a straight-line basis over the requisite service period. The Company uses the fair value of its ordinary shares to determine the fair value of RSAs and RSUs. The fair value of options is determined using the Black-Scholes option pricing model. The Company accounts for forfeitures as they occur. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 7. Earnings per Share Basic and diluted net loss per ordinary share are determined by dividing the net loss by the weighted average number of ordinary shares outstanding during the period. For the periods presented, the weighted average shares outstanding used to calculate both basic and diluted net loss per ordinary share are the same because the inclusion of the Company’s outstanding common share equivalents would be anti-dilutive. The securities excluded from the earnings per share calculation for the three months periods were: March 31, 2019 2018 Unvested RSAs and RSUs 549,743 1,093,751 Unvested and vested share options 2,253,121 867,851 |
Research and Development Tax Cr
Research and Development Tax Credit | 3 Months Ended |
Mar. 31, 2019 | |
Research And Development Tax Credit [Abstract] | |
Research and Development Tax Credit | 8. Research and Development Tax Credit As a company that carries out extensive research and development activities, the Company seeks to benefit from U.K. research and development tax credit cash rebate regimes. Based on criteria established by Her Majesty’s Revenue and Customs (“HMRC”), the Company expects a proportion of its expenditures in relation to its pipeline research, clinical trials management and manufacturing development activities to be eligible for inclusion within tax credit cash rebate regimes. The Company recorded U.K. research and development tax credits as an offset to research and development expense in the condensed consolidated statements of operations and comprehensive loss of $1.9 million and $1.4 million for the three months ended March 31, 2019 and 2018, respectively |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the condensed consolidated financial statements or in its tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the condensed consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that deferred tax assets will be recovered in the future and, to the extent management believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. For the three months ended March 31, 2019, the Company recognized income tax expense of $39,000 and net tax impact to other comprehensive loss of $0.2 million. There was no income tax provision for the three months ended March 31, 2018. The Company has not recorded any amounts for unrecognized tax benefits as of March 31, 2019 and December 31, 2018. The Company files income tax returns in the United Kingdom, United States and certain state and local jurisdictions. The income tax returns are generally subject to tax examinations for the tax years ended December 31, 2013 through December 31, 2018. There are currently no pending income tax return examinations. Research and development tax credits received from HMRC are recognized as offsets to research and development expenses. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions As more fully described in Note 15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, in the normal course of business, the Company has entered into agreements with entities that are considered to be related parties. In the three months ended March 31, 2019, the Company reported no significant business with entities affiliated with Syncona Partner LLP, Syncona Limited. In the three months ended March 31, 2019, activities with University of Oxford and its subsidiaries incurred $0.1 million of research expenses, and reported a remaining unpaid obligation of $0.2 million. In the three months ended March 31, 2019, the Company incurred $82,000 of research expenses, and reported remaining unpaid obligations of $0.1 million with Prof. Robert MacLaren, a former member of the Company’s board of directors. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Implementation Agreement costs Pursuant to the terms of the Implementation Agreement with Biogen Switzerland Holdings GmbH (together with its affiliates, “Biogen”) and Tungsten Bidco Limited (“Bidco”), Bidco agreed to acquire the entire issued and to be issued share capital of the Company for $25.50 in cash per ordinary share, par value £0.01 per share (the “Company Shares”). Under the terms of the Implementation Agreement, the acquisition will be implemented by means of a scheme of arrangement to be undertaken by the Company under Part 26 of the UK Companies Act 2006. In the three months ended March 31, 2019, the Company recognized $5.8 million in cost in the performance of its due diligence review and other costs related to the Implementation Agreement. For the three months ended March 31, 2019 these costs are reported in general and administrative expense. If the Implementation Agreement is terminated by the Company under certain circumstances, including termination by the Company following receipt of an unsolicited bona fide written acquisition proposal that the Company’s Board of Directors determines constitutes a superior proposal, the Company will be required to pay to Biogen a compensatory fee of $8.8 million. The Company expects additional expenses will be incurred in connection with the closing of the transaction with Biogen. Legal Proceedings Three shareholder complaints have been filed in connection with the pending acquisition of the Company by Biogen (the “Acquisition”). On April 23, 2019, Stephen Bushansky, a purported holder of American Depositary Shares (“ADSs”) of the Company, filed a complaint in the United States District Court for the District of Massachusetts, captioned Stephen Bushansky v. Nightstar Therapeutics plc et al. Earl M. Wheby, Jr. v. Nightstar Therapeutics plc et al. Brennan Evans v. Nightstar Therapeutics plc et al. Wheby The complaints generally allege, among other things, that the defendants violated federal securities laws and regulations by disseminating or allowing to be disseminated a proxy statement in connection with the Acquisition that purportedly omits or misrepresents material information. The complaints seek, among other things, relief enjoining the defendants from proceeding with the Acquisition and any vote on the Acquisition; or, in the event the Acquisition is completed, rescinding the Acquisition and setting it aside or awarding rescissory damages. The Company believes that the plaintiffs’ allegations are without merit and intends to vigorously defend against them. It is possible that additional lawsuits related to the Acquisition may be filed in the future. From time to time, the Company may be a party to litigation or subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company did not have contingency reserves established for any liabilities as of March 31, 2019 and December 31, 2018. Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. In accordance with its Articles of Association and individual indemnification agreements, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date, and the Company has director and officer insurance that may enable it to recover a portion of any amounts paid for future potential claims. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Pronouncements | 12. Recently issued accounting pronouncements Recently issued accounting pronouncements not yet adopted In August 2018, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Updates (“ASU” ) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326) (“ASU 2016-13”) The Company has considered other recent accounting pronouncements and concluded that they are either not applicable to the business, or that the effect is not expected to be material to the condensed consolidated consolidated financial statements as a result of future adoption. Recently adopted accounting pronouncements In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting In July 2018, the FASB issued ASU 2018-09 (“ASU 2018-09”), Codification Improvements. In February 2016, the FASB issued ASU 2016-02 (“ASU 2016-02”), Leases, ASU 2016-02 became effective for the Company as of January 1, 2019. The Company elected the modified retrospective approach with transition methods that allowed it to prospectively apply the standard as of the adoption date. The Company also elected the package of practical expedients permitted under the transition guidance that allowed the Company to carryforward the historical operating lease classifications of its existing agreements. The new guidance also provided practical expedients for the entity’s accounting. The Company made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet and recognize those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The Company also elected the practical expedient to not separate lease and non-lease components for all of its leases as the non-lease components are not significant to the overall lease costs. The adoption of this guidance on January 1, 2019 did not materially affect the Company’s condensed consolidated balance sheets, results of operations, cash flow or liquidity. The adoption resulted in recognition as of January 1, 2019 of an ROU asset and lease liabilities of $1.0 million on its consolidated balance sheets, and no impact on its condensed consolidated results of operations or condensed consolidated statements of equity. ROU assets are included in Other assets and the corresponding lease obligations are included in Accrued expenses and other liabilities and Long-term lease obligations on the consolidated balance sheet. The impact of adopting ASU 2016-02 on the Consolidated Balance Sheet is as follows (in thousands): January 1, 2019 Prior to ASU 2016-02 Adoption ASU 2016-02 Adjustment January 1, 2019 As Adjusted Prepaid expense and other current assets $ 6,605 $ (65 ) (1) $ 6,540 Other assets $ 409 $ 984 (2) $ 1,393 Accrued expenses and other liabilities $ 11,360 $ (122 ) (3) Accrued expenses and other liabilities $ 548 (4) $ 11,786 Long term lease obligations $ — $ 495 (4) $ 495 (1) Represents reclassification of prepaid rent to ROU assets, previously reported in Prepaid expense and other current assets. (2) Represents capitalization of ROU assets and reclassification of prepaid rent and deferred rent to operating lease assets, reported in Other assets. (3) Represents reclassification of deferred rent to ROU assets, previously reported in Accrued expenses and other liabilities. (4) Represents recognition of operating lease liabilities, reported in Accrued expenses and other liabilities. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | 13. Leases On May 24, 2018, NightstaRx Limited (“NSL”), a subsidiary of Nightstar Therapeutics plc, entered into an agreement to receive the assignment of the lease for its new office on Midford Place in London, United Kingdom. This office also serves as the corporate headquarters of the Company. The assignment of the lease to NSL became effective on June 8, 2018 and the operating lease will expire on October 30, 2020. The rent is approximately £198,000 ($261,000) per annum, payable quarterly. NSL provided the landlord with an upfront security deposit of approximately £119,000 ($157,000), including value added tax. As part of this agreement, NSL also received a one-time rent concession payment from the landlord in the amount of £75,000 ($99,000) plus value added taxes. NSL’s performance under the lease is guaranteed by Nightstar Therapeutics plc. With the adoption of ASU 2016-02, the Company recorded a ROU asset and corresponding lease liability. On April 6, 2018, Nightstar, Inc. (“NSI”), a subsidiary of Nightstar Therapeutics plc, entered into a sublease for its new corporate headquarters in Waltham, Massachusetts. The sublease provides NSI with approximately 12,000 rentable square feet for general office use. The sublease became effective on April 26, 2018 and the operating lease will expire in March 2021. The initial rent for the office space is approximately $209,000 per annum, increasing every year by approximately 6%. As part of the agreement, NSI arranged for a letter of credit for $58,000 as security for the sublease. With the adoption of ASU 2016-02, the Company recorded a ROU asset and corresponding lease liability. On January 10, 2017, NSL entered into a noncancelable sublease for a facility in Lexington, Massachusetts for its U.S. operations. The lease related to the facility commenced on February 1, 2017 and is scheduled to terminate in June 2020. The lease is classified as an operating lease. The Company is committed to making aggregate lease payments of $86,000 in 2018, $89,000 in 2019 and $46,000 in 2020. This Lexington office space is currently considered excess and has been sublet to recover costs. With the adoption of ASU 2016-02, the Company recorded a ROU asset and corresponding lease liability. The Company entered into noncancelable operating leases for certain equipment to be used in its clinical research in its U.S. operations. These lease arrangements are not significant in comparison to the Company’s total operating lease assets and liabilities. The Company has identified no embedded lease arrangements in its other contracts. The Company identified and assessed the following estimates in recognizing the ROU asset and corresponding liability: Expected lease term: The expected lease term for those leases commencing prior to January 1, 2019 did not change with the adoption of ASU 2016-02. The expected lease term for leases commencing after the adoption of ASU 2016-02 includes noncancelable lease periods and, when applicable, periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option, as well as periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. Some leases include an option to renew for a period of time, and the exercise of lease renewal options is at the Company’s sole discretion. None of these options to renew are recognized as part of the Company’s ROU asset or lease liability as of March 31, 2019, as renewal was determined to not be reasonably assured. Incremental borrowing rate: As the discount rates in the Company’s lease are not implicit, the Company estimated the incremental borrowing rate based on the rate of interest the Company would have to pay to borrow a similar amount on a collateralized basis over a similar term. The following table summarizes the lease assets and liabilities at the date shown (in thousands): March 31, 2019 ROU assets, included in Other assets $ 863 Total ROU assets $ 863 Current operating lease labilities, included in Accrued expenses and other current liabilities $ 624 Long term lease obligations $ 351 Total lease liabilities $ 975 The aggregate operating lease expense of $0.1 million for the three months ended March 31, 2019 are included in research and development and general and administrative expenses. These operating lease costs include short-term leases, which is immaterial. The following table summarizes the maturity of undiscounted payments due under lease liabilities and the present value of those liabilities at the date shown: (in thousands): March 31, 2019 2019 $ 508 2020 450 2021 58 Total 1,016 Present value adjustment (41 ) Present value of lease liabilities $ 975 The following table summarizes the lease term and discount rate at the date shown: March 31, 2019 Weighted average remaining lease term (years) 1.7 Weighted average discount rate 5.0 % The following table summarized the cash paid for amounts included in the measurement of lease liabilities for the period shown (in thousands): Three months ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities $ 81 Operating cash flows from operating leases $ 81 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent events On May 8, 2019, the requisite number of the Company’s shareholders voted to approve the Implementation Agreement with Biogen Switzerland Holdings GmbH and Tungsten Bidco Limited. Pursuant to the terms of the Implementation Agreement, the acquisition will be implemented by means of a scheme of arrangement to be undertaken by the Company under Part 26 of the UK Companies Act 2006. The acquisition remains subject to a sanction at a court hearing by the High Court of Justice in England and Wales, which is anticipated to take place on or about June 5, 2019, and the delivery of a copy of the court order to the Registrar of Companies. The acquisition is expected to be consummated on or about June 7, 2019, subject to timely receipt of all required approvals and satisfaction of the requirements of the Implementation Agreement. |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Pronouncements | Recently issued accounting pronouncements not yet adopted In August 2018, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Updates (“ASU” ) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326) (“ASU 2016-13”) The Company has considered other recent accounting pronouncements and concluded that they are either not applicable to the business, or that the effect is not expected to be material to the condensed consolidated consolidated financial statements as a result of future adoption. Recently adopted accounting pronouncements In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting In July 2018, the FASB issued ASU 2018-09 (“ASU 2018-09”), Codification Improvements. In February 2016, the FASB issued ASU 2016-02 (“ASU 2016-02”), Leases, ASU 2016-02 became effective for the Company as of January 1, 2019. The Company elected the modified retrospective approach with transition methods that allowed it to prospectively apply the standard as of the adoption date. The Company also elected the package of practical expedients permitted under the transition guidance that allowed the Company to carryforward the historical operating lease classifications of its existing agreements. The new guidance also provided practical expedients for the entity’s accounting. The Company made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet and recognize those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The Company also elected the practical expedient to not separate lease and non-lease components for all of its leases as the non-lease components are not significant to the overall lease costs. The adoption of this guidance on January 1, 2019 did not materially affect the Company’s condensed consolidated balance sheets, results of operations, cash flow or liquidity. The adoption resulted in recognition as of January 1, 2019 of an ROU asset and lease liabilities of $1.0 million on its consolidated balance sheets, and no impact on its condensed consolidated results of operations or condensed consolidated statements of equity. ROU assets are included in Other assets and the corresponding lease obligations are included in Accrued expenses and other liabilities and Long-term lease obligations on the consolidated balance sheet. The impact of adopting ASU 2016-02 on the Consolidated Balance Sheet is as follows (in thousands): January 1, 2019 Prior to ASU 2016-02 Adoption ASU 2016-02 Adjustment January 1, 2019 As Adjusted Prepaid expense and other current assets $ 6,605 $ (65 ) (1) $ 6,540 Other assets $ 409 $ 984 (2) $ 1,393 Accrued expenses and other liabilities $ 11,360 $ (122 ) (3) Accrued expenses and other liabilities $ 548 (4) $ 11,786 Long term lease obligations $ — $ 495 (4) $ 495 (1) Represents reclassification of prepaid rent to ROU assets, previously reported in Prepaid expense and other current assets. (2) Represents capitalization of ROU assets and reclassification of prepaid rent and deferred rent to operating lease assets, reported in Other assets. (3) Represents reclassification of deferred rent to ROU assets, previously reported in Accrued expenses and other liabilities. (4) Represents recognition of operating lease liabilities, reported in Accrued expenses and other liabilities. |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets | For cash, current receivables, and accounts payable, the carrying amounts approximate fair value because of the short maturity of these instruments, and therefore fair value information is not included in the table below (in thousands): March 31, 2019 December 31, 2018 Total Level 1 Level 2 Total Level 1 Level 2 Money market funds and short-term U.S. Treasury securities, included in cash and cash equivalents $ 92,586 $ 92,586 $ — $ 23,514 $ 23,514 $ — U.S Treasury securities $ 58,944 38,420 20,524 $ 136,385 100,949 35,436 $ 151,530 $ 131,006 $ 20,524 $ 159,899 $ 124,463 $ 35,436 |
Marketable securities (Tables)
Marketable securities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Investments in Marketable Securities Classified as Available-for-Sale | As of March 31, 2019, the Company held the following investments in marketable securities classified as available-for-sale (in thousands): Maturity Amortized cost Gross Unrealized Holding Gains (Losses) Aggregate Estimated Fair Value U.S. Treasury securities (1) 1 - 3 months $ 57,952 $ 992 $ 58,944 As of December 31, 2018, the Company held the following investments in marketable securities classified as available-for-sale (in thousands): Maturity Amortized cost Gross Unrealized Holding Gains (Losses) Aggregate Estimated Fair Value U.S. Treasury securities (1) 3 - 9 months $ 133,899 $ 2,486 $ 136,385 (1) Gross unrealized holding gains (losses) includes $0.9 million and $2.5 million impact of foreign currency exchange rate fluctuations as of March 31, 2019 and December 31, 2018, respectively. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Share-based Compensation Expense Recognized | The following share-based compensation expense was recognized for the periods indicated (in thousands): Three months ended March 31, 2019 2018 Research and development $ 629 $ 301 General and administrative 1,105 535 Total share-based compensation $ 1,734 $ 836 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Securities Excluded from Earnings per Share Calculation | The securities excluded from the earnings per share calculation for the three months periods were: March 31, 2019 2018 Unvested RSAs and RSUs 549,743 1,093,751 Unvested and vested share options 2,253,121 867,851 |
Recently Issued Accounting Pr_3
Recently Issued Accounting Pronouncements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
ASU 2016-02 | |
Impact of Adopting ASU 2016-02 on the Consolidated Balance Sheet | The impact of adopting ASU 2016-02 on the Consolidated Balance Sheet is as follows (in thousands): January 1, 2019 Prior to ASU 2016-02 Adoption ASU 2016-02 Adjustment January 1, 2019 As Adjusted Prepaid expense and other current assets $ 6,605 $ (65 ) (1) $ 6,540 Other assets $ 409 $ 984 (2) $ 1,393 Accrued expenses and other liabilities $ 11,360 $ (122 ) (3) Accrued expenses and other liabilities $ 548 (4) $ 11,786 Long term lease obligations $ — $ 495 (4) $ 495 (1) Represents reclassification of prepaid rent to ROU assets, previously reported in Prepaid expense and other current assets. (2) Represents capitalization of ROU assets and reclassification of prepaid rent and deferred rent to operating lease assets, reported in Other assets. (3) Represents reclassification of deferred rent to ROU assets, previously reported in Accrued expenses and other liabilities. (4) Represents recognition of operating lease liabilities, reported in Accrued expenses and other liabilities. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Summary of Lease Assets and Liabilities | The following table summarizes the lease assets and liabilities at the date shown (in thousands): March 31, 2019 ROU assets, included in Other assets $ 863 Total ROU assets $ 863 Current operating lease labilities, included in Accrued expenses and other current liabilities $ 624 Long term lease obligations $ 351 Total lease liabilities $ 975 |
Summary of Maturity of Undiscounted Payments due Under Lease Liabilities and the Present Value | The following table summarizes the maturity of undiscounted payments due under lease liabilities and the present value of those liabilities at the date shown: (in thousands): March 31, 2019 2019 $ 508 2020 450 2021 58 Total 1,016 Present value adjustment (41 ) Present value of lease liabilities $ 975 |
Summary of Lease Term and Discount Rate | The following table summarizes the lease term and discount rate at the date shown: March 31, 2019 Weighted average remaining lease term (years) 1.7 Weighted average discount rate 5.0 % |
Summary of Cash Paid for Amounts Included in the Measurement of Lease Liabilities | The following table summarized the cash paid for amounts included in the measurement of lease liabilities for the period shown (in thousands): Three months ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities $ 81 Operating cash flows from operating leases $ 81 |
Foreign Currency Translation -
Foreign Currency Translation - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | |
Foreign Currency [Abstract] | ||||
Foreign currency transaction exchange gain (loss) | $ 100,000 | $ (5,900,000) | ||
Cumulative foreign currency translation adjustment | 4,855,000 | $ 4,900,000 | $ 4,855,000 | |
Foreign currency translation adjustment gain | $ 0 | $ 6,346,000 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Fair Value of Financial Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 151,530 | $ 159,899 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 131,006 | 124,463 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 20,524 | 35,436 |
Money Market Funds and Short-term U.S. Treasury Securities, Included in Cash and Cash Equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 92,586 | 23,514 |
Money Market Funds and Short-term U.S. Treasury Securities, Included in Cash and Cash Equivalents | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 92,586 | 23,514 |
U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 58,944 | 136,385 |
U.S. Treasury Securities | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 38,420 | 100,949 |
U.S. Treasury Securities | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 20,524 | $ 35,436 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Additional Information (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value Disclosures [Abstract] | ||
Liabilities measured at fair value | $ 0 | $ 0 |
Marketable securities - Schedul
Marketable securities - Schedule of Investments in Marketable Securities Classified as Available-for-Sale (Details) - U.S. Treasury Securities - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, amortized cost | $ 57,952 | $ 133,899 |
Available-for-sale securities, gross unrealized holding gains (losses) | 992 | 2,486 |
Available-for-sale securities, aggregate estimated fair value | $ 58,944 | $ 136,385 |
Minimum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, maturity | 1 month | 3 months |
Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, maturity | 3 months | 9 months |
Marketable securities - Sched_2
Marketable securities - Schedule of Investments in Marketable Securities Classified as Available-for-Sale (Parenthetical) (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
U.S. Treasury Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Impact of foreign currency exchange rate fluctuations | $ 0.9 | $ 2.5 |
Marketable securities - Additio
Marketable securities - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | |
Schedule Of Available For Sale Securities [Line Items] | |||
Marketable securities | $ 58,944,000 | $ 136,385,000 | $ 0 |
Unrealized loss position for more than one year | 0 | ||
Gross unrealized holding gains reported in accumulated other comprehensive income | 823,000 | $ 2,081,000 | |
Foreign currency gains on settlement of maturing marketable securities | 1,110,000 | ||
Foreign Currency Gain (Loss) | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Foreign currency gains on settlement of maturing marketable securities | $ 1,300,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, options granted | 1,160,355 | 676,576 |
Weighted average price of share options granted | $ 14.17 | $ 13.82 |
Restricted Shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares awarded | 0 | 0 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share-based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total share-based compensation | $ 1,734 | $ 836 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total share-based compensation | 629 | 301 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total share-based compensation | $ 1,105 | $ 535 |
Earnings per Share - Securities
Earnings per Share - Securities Excluded from Earnings per Share Calculation (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Unvested RSAs and RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Securities excluded from earnings per share calculation | 549,743 | 1,093,751 |
Unvested and Vested Share Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Securities excluded from earnings per share calculation | 2,253,121 | 867,851 |
Research and Development Tax _2
Research and Development Tax Credit - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
U.K. | ||
Research And Development Tax Credit [Line Items] | ||
Research and development foreign tax credit used offset research and development expense | $ 1.9 | $ 1.4 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2019USD ($)TaxReturnExamination | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |||
Income tax expense | $ 39,000 | $ 0 | |
Offsetting tax impact in other comprehensive loss | 200,000 | ||
Provision for income taxes | 39,000 | $ 0 | |
Unrecognized tax benefits | $ 0 | $ 0 | |
Income tax examination, description | The income tax returns are generally subject to tax examinations for the tax years ended December 31, 2013 through December 31, 2018. | ||
Number of pending income tax return examinations | TaxReturnExamination | 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Research expenses | $ 8,898,000 | $ 6,064,000 |
University of Oxford and Subsidiaries | ||
Related Party Transaction [Line Items] | ||
Research expenses | 100,000 | |
Remaining unpaid obligations | 200,000 | |
Prof. Robert MacLaren, Former Member of Board of Directors | ||
Related Party Transaction [Line Items] | ||
Research expenses | 82,000 | |
Remaining unpaid obligations | $ 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2019£ / shares | Dec. 31, 2018USD ($) | Dec. 31, 2018£ / shares | |
Commitments And Contingencies [Line Items] | ||||
Ordinary share, par value per share | £ / shares | £ 0.01 | £ 0.01 | ||
Litigation contingency reserves liability | $ 0 | $ 0 | ||
Tungsten Bidco Limited | ||||
Commitments And Contingencies [Line Items] | ||||
Share, price per ordinary share | $ / shares | $ 25.50 | |||
Ordinary share, par value per share | £ / shares | £ 0.01 | |||
Biogen Switzerland Holdings GmbH and Tungsten Bidco Limited | Implementation Agreement | ||||
Commitments And Contingencies [Line Items] | ||||
Compensatory fee payable upon agreement termination | $ 8,800 | |||
Biogen Switzerland Holdings GmbH and Tungsten Bidco Limited | Implementation Agreement | General and Administrative Expense | ||||
Commitments And Contingencies [Line Items] | ||||
Due diligence review and other costs recognized | $ 5,800 |
Recently Issued Accounting Pr_4
Recently Issued Accounting Pronouncements - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Accounting Policies [Abstract] | ||
Operating lease, ROU asset | $ 863 | $ 1,000 |
Operating lease, liability | $ 975 | $ 1,000 |
Recently Issued Accounting Pr_5
Recently Issued Accounting Pronouncements - Impact of Adopting ASU 2016-02 on the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Prepaid expense and other current assets | $ 5,712 | $ 6,540 | $ 6,605 |
Other assets | 1,414 | 1,393 | 409 |
Accrued expenses and other liabilities | 16,686 | 11,786 | $ 11,360 |
Long term lease obligations | $ 351 | 495 | |
ASU 2016-02 | Prior to ASU 2016-02 Adoption | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Prepaid expense and other current assets | 6,605 | ||
Other assets | 409 | ||
Accrued expenses and other liabilities | 11,360 | ||
ASU 2016-02 | ASU 2016-02 Adjustment | Reclassification of Prepaid Rent to ROU Assets | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Prepaid expense and other current assets | (65) | ||
ASU 2016-02 | ASU 2016-02 Adjustment | Capitalization of ROU Assets and Reclassification of Prepaid Rent and Deferred Rent to Operating Lease Assets | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Other assets | 984 | ||
ASU 2016-02 | ASU 2016-02 Adjustment | Reclassification of Deferred Rent to ROU Assets | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Accrued expenses and other liabilities | (122) | ||
ASU 2016-02 | ASU 2016-02 Adjustment | Recognition Of Operating Lease Liabilities | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Accrued expenses and other liabilities | 548 | ||
Long term lease obligations | $ 495 |
Leases - Additional Information
Leases - Additional Information (Details) | May 24, 2018USD ($) | May 24, 2018GBP (£) | Apr. 06, 2018USD ($)ft² | Jan. 10, 2017USD ($) | Mar. 31, 2019USD ($) | May 24, 2018GBP (£) |
Lessee Lease Description [Line Items] | ||||||
Operating lease, aggregate lease payments, 2019 | $ 450,000 | |||||
Operating lease, aggregate lease payments, 2020 | 58,000 | |||||
Operating lease payments commencement date | Feb. 1, 2017 | |||||
Operating lease terminate period | 2020-06 | |||||
Operating lease expense | 81,000 | |||||
Research and Development and General and Administrative Expenses | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease expense | $ 100,000 | |||||
Lexington, Massachusetts, U.S. | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease, aggregate lease payments, 2018 | $ 86,000 | |||||
Operating lease, aggregate lease payments, 2019 | 89,000 | |||||
Operating lease, aggregate lease payments, 2020 | $ 46,000 | |||||
NightstaRx Limited | ||||||
Lessee Lease Description [Line Items] | ||||||
Lease agreement effective date | Jun. 8, 2018 | Jun. 8, 2018 | ||||
Operating lease expiration date | Oct. 30, 2020 | Oct. 30, 2020 | ||||
Annual rent | $ 261,000 | £ 198,000 | ||||
Upfront security deposit | 157,000 | £ 119,000 | ||||
One-time concession payment from landlord | $ 99,000 | £ 75,000 | ||||
Nightstar, Inc. (“NSI”) | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease expiration date | Mar. 31, 2021 | |||||
Annual rent | $ 209,000 | |||||
Upfront security deposit | $ 58,000 | |||||
Rentable square feet | ft² | 12,000 | |||||
Sublease commencement date | Apr. 26, 2018 | |||||
Operating lease of annual increase in percentage | 6.00% |
Leases - Summary of Lease Asset
Leases - Summary of Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
ROU assets | $ 863 | $ 1,000 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | |
Total ROU assets | $ 863 | 1,000 |
Current operating lease labilities, included in Accrued expenses and other current liabilities | $ 624 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | nite:AccruedLiabilitiesAndOtherLiabilitiesCurrent | |
Long term lease obligations | $ 351 | |
Total lease liabilities | $ 975 | $ 1,000 |
Leases - Summary of Maturity of
Leases - Summary of Maturity of Undiscounted Payments due Under Lease Liabilities and the Present Value (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2019 | $ 508 | |
2020 | 450 | |
2021 | 58 | |
Total | 1,016 | |
Present value adjustment | (41) | |
Present value of lease liabilities | $ 975 | $ 1,000 |
Leases - Summary of Lease Term
Leases - Summary of Lease Term and Discount Rate (Details) | Mar. 31, 2019 |
Leases [Abstract] | |
Weighted average remaining lease term (years) | 1 year 8 months 12 days |
Weighted average discount rate | 5.00% |
Leases - Summary of Cash Paid f
Leases - Summary of Cash Paid for Amounts Included in the Measurement of Lease Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities | $ 81 |
Operating lease expense | $ 81 |