1. Basis of Presentation and Significant Accounting Policies
The accompanying condensed consolidated financial statements are unaudited and have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company views its operations and manages its business in one operating segment, which is the business of discovering, developing and commercializing therapies derived from or incorporating genome-editing technology. Certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. These interim financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position and results of operations for the three and nine month interim periods ended September 30, 2019 and 2018.
The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2018, which are contained in the 2018 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 25, 2019.
Certain items in the prior year’s condensed consolidated financial statements have been reclassified to conform to the current presentation. As a result, no subtotals in the prior year condensed consolidated financial statements were impacted.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates in these consolidated financial statements have been made in connection with the calculation of revenues, research and development expenses and equity-based compensation expense. The Company bases its estimates on historical experience and various other assumptions, including, in certain circumstances, future projections that management believes to be reasonable. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known.
The significant accounting policies used in preparation of these condensed consolidated financial statements for the three and nine months ended September 30, 2019 are consistent with those discussed in Note 2 to the consolidated financial statements in the Company’s 2018 Annual Report on Form 10-K filed with the SEC on February 25, 2019, except with respect to the Company’s lease accounting policy noted within the “Recently adopted accounting standards” section below.
Impact of Adopting ASC 842 on the Financial Statements
|
|
January 1, 2019
Prior to ASC 842 Adoption
|
|
|
ASC 842 Adjustment
|
|
|
January 1, 2019
As Adjusted
|
|
Consolidated Balance Sheet Data (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets(1)
|
|
$
|
9,658
|
|
|
$
|
(553
|
)
|
|
$
|
9,105
|
|
Operating lease assets(2)
|
|
$
|
—
|
|
|
$
|
26,087
|
|
|
$
|
26,087
|
|
Deferred rent(3)(4)
|
|
$
|
1,026
|
|
|
$
|
(1,026
|
)
|
|
$
|
—
|
|
Deferred rent non-current(3)
|
|
$
|
11,052
|
|
|
$
|
(11,052
|
)
|
|
$
|
—
|
|
Operating lease liabilities(5)
|
|
$
|
—
|
|
|
$
|
4,930
|
|
|
$
|
4,930
|
|
Non-current operating lease liabilities(5)
|
|
$
|
—
|
|
|
$
|
32,682
|
|
|
$
|
32,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents reclassification of prepaid rent to operating lease assets.
|
|
(2) Represents capitalization of operating lease assets and reclassification of equipment licenses from prepaid expenses to operating lease assets, offset by reclassification of deferred rent to operating lease assets.
|
|
(3) Represents reclassification of deferred rent and tenant incentives to operating lease assets.
|
|
(4) As of December 31, 2018, the deferred rent balance was $1,202, which included $176 of sublease income received prior to year-end but not due until January 1, 2019.
|
|
(5) Represents recognition of operating lease liabilities.
|
|
2. Property and Equipment, net
Property and equipment, net, consists of the following (in thousands):
|
|
As of
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Computer equipment
|
|
$
|
585
|
|
|
$
|
443
|
|
Furniture, fixtures and other
|
|
|
2,640
|
|
|
|
2,453
|
|
Laboratory equipment
|
|
|
12,212
|
|
|
|
8,964
|
|
Leasehold improvements
|
|
|
16,210
|
|
|
|
13,776
|
|
Construction work in process
|
|
|
55
|
|
|
|
239
|
|
Total property and equipment, gross
|
|
|
31,702
|
|
|
|
25,875
|
|
Accumulated depreciation
|
|
|
(10,628
|
)
|
|
|
(7,375
|
)
|
Total property and equipment, net
|
|
$
|
21,074
|
|
|
$
|
18,500
|
|
Depreciation expense for the three and nine months ended September 30, 2019 was $1.3 million and $3.3 million, respectively. Depreciation expense for the three and nine months ended September 30, 2018 was $0.8 million and $2.6 million, respectively.
3. Accrued Expenses
Accrued expenses consist of the following (in thousands):
|
|
As of
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Payroll and employee-related costs
|
|
$
|
8,174
|
|
|
$
|
7,321
|
|
Research costs
|
|
|
9,853
|
|
|
|
7,973
|
|
Licensing fees
|
|
|
26
|
|
|
|
625
|
|
Professional fees
|
|
|
2,537
|
|
|
|
1,848
|
|
Intellectual property costs
|
|
|
1,739
|
|
|
|
2,193
|
|
Accrued property and equipment
|
|
|
53
|
|
|
|
294
|
|
Other
|
|
|
15
|
|
|
|
598
|
|
Total
|
|
$
|
22,397
|
|
|
$
|
20,852
|
|
7
4. Commitments and Contingencies
Litigation
In the ordinary course of business, the Company is from time to time involved in lawsuits, claims, investigations, proceedings, and threats of litigation relating to intellectual property, commercial arrangements, employment and other matters. While the outcome of those proceedings and claims cannot be predicted with certainty, the Company is not party to any legal or arbitration proceedings that may have significant effects on its financial position. It is not a party to any material proceedings in which any director, member of executive management or affiliate of the Company is either a party adverse to it or its subsidiaries or has a material interest adverse to it or its subsidiaries.
As disclosed in its Current Report on Form 8-K filed with the SEC on June 26, 2019, on June 25, 2019, the Company received notification that the United States Patent and Trademark Office initiated an interference proceeding at the Patent Trial and Appeal Board (the “PTAB”) between certain pending U.S. patent applications co-owned by the University of California, the University of Vienna and Dr. Emmanuelle Charpentier (collectively, the “CVC Group”) and certain patents and a patent application currently owned by the Broad Institute and Massachusetts Institute of Technology and, in some instances, the President and Fellows of Harvard College (individually and collectively, the “Broad”), all of which are related to the single guide format of CRISPR/Cas9 genome editing technology in eukaryotic cells. The Company has an exclusive worldwide license in the field of human therapeutics to Dr. Charpentier’s rights as a co-owner of the CVC Group portfolio. Specifically, the PTAB has declared Patent Interference No. 106,115 between the CVC Group’s pending U.S. Patent Application Nos. 15/947,680; 15/947,700; 15/947,718; 15/981,807; 15/981,808; 15/981,809; 16/136,159; 16/136,165; 16/136,168; and 16/136,175, and the Broad’s U.S. Patent Nos. 8,697,359; 8,771,945; 8,795,965; 8,865,406; 8,871,445; 8,889,356; 8,895,308; 8,906,616; 8,932,814; 8,945,839; 8,993,233; 8,999,641; 9,840,713, and U.S. Patent Application No. 14/704,551.
Letters of Credit
As of September 30, 2019, the Company had restricted cash of $3.9 million representing letters of credit securing the Company’s obligations under certain leased facilities in Cambridge, Massachusetts, as well as certain credit card arrangements. The letters of credit are secured by cash held in a restricted depository account. The cash deposit is recorded in restricted cash in the accompanying consolidated balance sheet as of September 30, 2019.
Research Agreements
The Company has engaged several research institutions and companies to identify new delivery strategies and applications of its gene-editing technology. The Company is also a party to a number of research license agreements which require significant upfront payments, future royalty payments and potential milestone payments from time to time, as well as intellectual property agreements, which require maintenance and milestone payments from time to time. In association with these agreements, the Company has committed to making payments of $1.4 million and $2.3 million in the fourth quarter of 2019 and for the year ended December 31, 2020, respectively. For the three and nine months ended September 30, 2019, the Company paid $0.2 million and $2.4 million, respectively, related to these research agreements. For the three and nine months ended September 30, 2018, the Company paid $0.3 million and $1.4 million, respectively, related to these research agreements.
The Company is also a party to a number of manufacturing agreements that require upfront payments for the future performance of services. In connection with these agreements, the Company paid $2.2 million in upfront payments, which were recorded as prepaid expenses as of September 30, 2019. The Company will amortize the prepaid balance as services are performed.
5. Leases
In June 2015, the Company entered into a lease agreement for the lease of research facility space with a commencement date of November 15, 2015 (the “2015 Lease”). The lease expires in February 2022. The 2015 Lease contains escalating rent clauses which require higher rent payments in future years. With the adoption of ASC 842, the Company has recorded a right-of-use asset and corresponding lease liability.
8
In May 2016, the Company entered into a sublease agreement for its primary office and research facility in Cambridge, Massachusetts, with a commencement date of December 23, 2016 (the “2016 Sublease”). The sublease expires in December 2026, and the Company has an option to extend the term of sublease for an additional five-year period if, at the time of expiration of the initial term, the sublessor does not intend to utilize the space for itself or its affiliates. The 2016 Sublease contains escalating rent clauses which require higher rent payments in future years. With the adoption of ASC 842, the Company has recorded a right-of-use asset and corresponding lease liability. The right-of-use asset and corresponding lease liability does not include the additional five-year period under the option.
In May 2019, the Company entered into a lease agreement for office facility space with a commencement date of June 1, 2019 (the “2019 Lease”). The lease expires in November 2026, and the Company has an option to extend the term of the lease for an additional five-year period based on certain conditions within the Company’s control. The 2019 Lease contains escalating rent clauses which require higher rent payments in future years. At lease commencement, the Company recorded a right-of-use asset and corresponding lease liability. The right-of-use asset and corresponding lease liability does not include the additional five-year period under the option.
In addition, the Company rents certain office space in Zug, Switzerland, on a short-term basis for which a right-of-use asset and liability are not recorded, in accordance with the practical expedient elected.
The Company has embedded leases in certain research and license agreements for which the Company has recorded a right of use asset and liability. These arrangements are not significant in comparison to the Company’s total operating lease assets and liabilities. In addition, the Company has identified certain short-term leases embedded within its manufacturing contracts which are not recorded on the Company’s balance sheet in accordance with the practical expedient elected.
The Company identified and assessed the following estimates in recognizing the right-of-use 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 ASC 842. The expected lease term for leases commencing after the adoption of ASC 842 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.
|
|
•
|
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 as of September 30, 2019 (in thousands):
|
|
As of September 30, 2019
|
|
Assets
|
|
|
|
|
Operating lease assets
|
|
$
|
30,619
|
|
Total lease assets
|
|
|
30,619
|
|
Liabilities
|
|
|
|
|
Current
|
|
|
|
|
Operating lease liabilities
|
|
|
4,805
|
|
Non-current
|
|
|
|
|
Operating lease liabilities, net of current portion
|
|
|
36,827
|
|
Total lease liabilities
|
|
$
|
41,632
|
|
The following table summarizes operating lease costs included in research and development and general and administrative expense, as well as sublease income for the three and nine months ended September 30, 2019 (in thousands):
|
|
Three Months Ended September 30, 2019
|
|
|
Nine Months Ended September 30, 2019
|
|
Operating lease costs
|
|
$
|
2,131
|
|
|
$
|
5,857
|
|
Short-term lease costs
|
|
|
1,117
|
|
|
|
3,378
|
|
Variable lease costs
|
|
|
698
|
|
|
|
2,111
|
|
Sublease income
|
|
|
—
|
|
|
|
(525
|
)
|
Net lease cost
|
|
$
|
3,946
|
|
|
$
|
10,821
|
|
9
The following table summarizes the maturity of undiscounted payments due under lease liabilities and the present value of those liabilities as of September 30, 2019 (in thousands):
|
|
Total
|
|
2019
|
|
$
|
1,997
|
|
2020
|
|
|
9,334
|
|
2021
|
|
|
8,816
|
|
2022
|
|
|
7,345
|
|
2023
|
|
|
7,363
|
|
Thereafter
|
|
|
23,254
|
|
Total
|
|
$
|
58,109
|
|
Present value adjustment
|
|
|
(16,477
|
)
|
Present value of lease liabilities
|
|
$
|
41,632
|
|
The following table summarizes the lease term and discount rate as of September 30, 2019:
|
|
As of September 30, 2019
|
|
Weighted-average remaining lease term (years)
|
|
|
|
|
Operating leases
|
|
|
6.8
|
|
Weighted-average discount rate
|
|
|
|
|
Operating leases
|
|
|
9.9
|
%
|
The following table summarizes the cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2019 (in thousands):
|
|
Nine Months Ended September 30,
|
|
|
|
2019
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
$
|
6,362
|
|
Operating cash flows from operating leases
|
|
$
|
6,362
|
|
6. Significant Contracts
Agreements with Vertex Pharmaceuticals Incorporated and certain of its subsidiaries
Summary
On October 26, 2015, the Company entered into a strategic collaboration, option and license agreement (the “2015 Collaboration Agreement”) with Vertex Pharmaceuticals Incorporated and certain of its subsidiaries (“Vertex”). The 2015 Collaboration Agreement is focused on the use of the Company’s CRISPR/Cas9 gene editing technology to discover and develop potential new treatments aimed at the underlying genetic causes of human disease.
On December 12, 2017, the Company and Vertex entered into Amendment No. 1 to the 2015 Collaboration Agreement (“Amendment No. 1”) and the Joint Development Agreement (the “JDA”). Amendment No. 1, among other things, modified certain definitions and provisions of the 2015 Collaboration Agreement to make them consistent with the JDA and clarified how many options are exercised (or deemed exercised) in connection with certain targets specified under the 2015 Collaboration Agreement. Amendment No. 1 also amended other provisions of the 2015 Collaboration Agreement, including the expiration terms.
10
In connection with the 2015 Collaboration Agreement, Vertex made a nonrefundable upfront payment of $75.0 million. Under the 2015 Collaboration Agreement, Vertex agreed to fund the discovery activities conducted pursuant to the agreement while retaining options to co-exclusive and exclusive licenses. In December 2017, upon execution of the JDA and Amendment No. 1, Vertex exercised its option to obtain a co-exclusive license to develop and commercialize hemoglobinopathy and beta-globin targets. As such, for potential hemoglobinopathy treatments, including treatments for sickle cell disease, the Company and Vertex will share equally all research and development costs and worldwide revenues. In connection with the JDA, the Company received a $7.0 million up-front payment from Vertex and subsequently received a one-time low seven-digit milestone payment upon the dosing of the second patient in a clinical trial with the initial product candidate. In addition, upon execution of the JDA and Amendment No. 1, it was clarified that Vertex may elect to license up to four remaining targets. For each of these targets, Vertex will lead development and global commercialization activities and the Company has the potential to receive up to $420.0 million in development, regulatory and commercial milestones and royalties on net product sales for each of the four targets (inclusive of $10 million due upon exercise of each exclusive option).
In June 2019, the Company and Vertex entered into a series of agreements, which closed on July 23, 2019, including a strategic collaboration and license agreement (the “2019 Collaboration Agreement”) for the development and commercialization of products for the treatment of Duchenne Muscular Dystrophy (“DMD”) and Myotonic Dystrophy Type 1 (“DM1”). Under the terms of the 2019 Collaboration Agreement, the Company received an upfront, nonrefundable payment of $175 million. In addition, the Company is eligible to receive potential future payments of up to $825 million based upon the successful achievement of specified research, development, regulatory and commercial milestones for the DMD and DM1 programs. The Company is also eligible to receive tiered royalties on future net sales on any products that may result from this collaboration. For the DMD program, Vertex is responsible for all research, development, manufacturing and commercialization activities and all related costs. For the DM1 program, the Company will perform specified guide RNA research and Vertex is responsible for all other research, development, manufacturing and commercialization costs. Upon Investigational New Drug (“IND”) application filing, the Company has the option to forego the DM1 milestones and royalties and instead, co-develop and co-commercialize all DM1 products globally in exchange for payment of 50% of research and development costs incurred by Vertex from the effective date of the agreement through IND filing.
In connection with the execution of the 2019 Collaboration Agreement, the Company and Vertex entered into a second amendment to the 2015 Collaboration Agreement (“Amendment No. 2”). Among other things, Amendment No. 2 modified certain definitions and provisions of the 2015 Collaboration Agreement to make them consistent with the 2019 Collaboration Agreement and set forth the number and identity of the collaboration targets under the 2015 Collaboration Agreement. The Company and Vertex agreed that one of the four remaining options under the 2015 Collaboration Agreement, as amended, would not be exercised; instead, the Company will reacquire the exclusive right and will conduct research and development activities for the specified target. Vertex will have the option to co-develop and co-commercialize the specified target upon IND filing in exchange for payment of 50% of research and development costs incurred by the Company from the effective date of the agreement through IND filing. If Vertex does not exercise its option to co-develop and co-commercialize the specified target, Vertex is eligible to receive up to $395 million in potential specified research, development, regulatory and commercial milestones and tiered single-digit royalties on future net sales.
In October 2019, Vertex exercised options granted to it under the 2015 Collaboration Agreement to exclusively license three collaboration targets developed under the 2015 Collaboration Agreement. As a result, the Company is entitled to receive an aggregate of $30.0 million in option exercise payments from Vertex, which we expect to receive in the fourth quarter.
Accounting for the Vertex Agreements
The 2015 Collaboration Agreement, Amendment No. 1, Amendment No. 2, JDA and 2019 Collaboration Agreement are collectively the “Vertex Agreements.” The 2015 Collaboration Agreement, Amendment No. 1, and JDA are collectively the “2015 Agreements” and the 2019 Collaboration Agreement and Amendment No. 2. are collectively the “2019 Agreements.”
The Vertex Agreements include components of a customer-vendor relationship as defined under ASC 606, Revenue from Contracts with Customers (“ASC 606”), collaborative arrangements as defined under ASC 808, Collaborative Arrangements (“ASC 808”) and research and development costs as defined under ASC 730, Research and Development (“ASC 730”).
Accounting Analysis Under ASC 606
Identification of the Contract(s)
The 2019 Agreements represented a contract modification to the 2015 Agreements. As a result, the 2019 Agreements and the 2015 Agreements are combined for accounting purposes and treated as a single arrangement.
11
Identification of Performance Obligations
The Company concluded the following material promises were both capable of being distinct and distinct within the context of the Vertex Agreements and represented separate performance obligations: (i) an exclusive license for worldwide rights for DMD gene editing products (“DMD License”); (ii) an exclusive license for worldwide rights for DM1 gene editing products (“DM1 License”); (iii) the performance of specified guide RNA research for DM1 (“DM1 R&D Services”); (iv) a material right representing the option to obtain a co-exclusive development and commercialization license for a specified target (“Specified Target Option”); (v) three material rights representing the option for up to three exclusive licenses to develop and commercialize the collaboration targets (“Collaboration Target Options”), and (vi) the waiving of Vertex’s material right associated with its option to a fourth exclusive license in connection with the Company’s reacquisition of exclusive rights to the specified target.
Determination of Transaction Price
The overall transaction price was determined based on the remaining transaction price from the 2015 Agreements, as well as the transaction price from the 2019 Agreements. The transaction price includes variable consideration estimated using the most likely amount methodology. As such, the Company determined the transaction price totaling $268.6 million was comprised of: (i) $57.8 million of pre-existing deferred revenue from the 2015 Agreements; (ii) non-cash consideration of $10.0 million related to the waiving of Vertex’s material right associated with its option to a fourth exclusive license in connection with the Company’s reacquisition of exclusive rights to the specified target; (iii) an upfront payment of $175.0 million; (iv) variable consideration of $25.0 million which represents the Company’s estimate related to a near-term research and development milestone for which the Company determined that it is not probable that a significant reversal of cumulative consideration will occur; and (v) variable consideration of $0.8 million which represents the Company’s estimate of payments from Vertex for DM1 R&D Services.
The Company determined that all other possible variable consideration resulting from milestones and royalties discussed above was fully constrained as of September 30, 2019. The Company will re-evaluate the transaction price in each reporting period.
Allocation of Transaction Price to Performance Obligations
The selling price of each performance obligation was determined based on the Company’s estimated standalone selling price (the “ESSP”). The Company developed the ESSP for all the performance obligations included in the Vertex Agreements with the objective of determining the price at which it would sell such an item if it were to be sold regularly on a standalone basis. The Company then allocated the transaction price to each performance obligation on a relative standalone selling price basis.
The ESSP for the DMD License and DM1 License was determined to be $224.6 million and $76.2 million, respectively. The ESSP was determined based on probability and present value adjusted cash flows from projected worldwide net profit or net loss for each of the respective programs based on probability assessments, projections based on internal forecasts, industry data, and information from other guideline companies within the same industry and other relevant factors.
The ESSP for the Specified Target Option material right was determined to be $17.5 million, which was based on the incremental discount between (i) the value of the probability and present value adjusted cash flows from the equal sharing of projected worldwide net profit or net loss increased by the value of the option provided to Vertex less (ii) the expected exercise price at the time of option exercise. The present value adjusted cash flows also considered projections based on internal forecasts, industry data, and information from other guideline companies within the same industry and other relevant factors.
The ESSP for each of the three Collaboration Target Option material rights was determined to be $25.0 million, $22.2 million and $22.2 million, respectively, which was determined based the probability and present value adjusted cash flows from milestone payments owed for exclusive licenses, less the price paid to exercise each option.
The aforementioned ESSP’s reflect the level of risk and expected probability of success inherent in the nature associated of the associated research area.
The ESSP for the waiving of Vertex’s material right associated with its option to a fourth exclusive license under the 2015 Agreements was determined to be $10.0 million, or the contractual value of the option.
The ESSP for the DM1 R&D Services was determined to be $1.7 million, which was based on estimates of the associated effort and cost of the services, adjusted for a reasonable profit margin that would be expected to be realized under similar contracts.
12
Recognition of Revenue
The Company determined that the DMD License and DM1 License represent functional intellectual property, as the intellectual property provides Vertex with the ability to perform a function or task in the form of research and development. As such, the revenue related to the licenses was recognized at the point in time in which they were delivered during the third quarter of 2019.
The Company concluded that the Specified Target Option and Collaboration Target Options are considered material rights under the Vertex Agreements. As a result, revenue related to these material rights will be recognized at a point in time, upon the exercise of the option by Vertex or expiration.
The revenue allocated to the waiving of Vertex’s material right associated with its option to a fourth exclusive license in connection with Company’s reacquisition of exclusive rights to the specified target was recognized at the point in time in which the option was waived, on the effective date of the 2019 Agreements.
The Company will recognize revenue related to the DM1 R&D Services over time as the services are rendered, which is expected to be over an 18-month period from the effective date of the 2019 Agreements.
The Company recognized $211.9 million and $212.1 million of revenue related to the Vertex Agreements for the three and nine months ended September 30, 2019, respectively. The Company recognized $0.1 million and $0.5 million of revenue related to the Vertex Agreements for the three and nine months ended September 30, 2018. As of September 30, 2019, there was $47.7 million of current deferred revenue and $11.9 million non-current deferred revenue related the Vertex Agreements. The amounts classified as current deferred revenue primarily relate to the Collaboration Target Options which expire less than one year from September 30, 2019. The amounts classified as non-current deferred revenue primarily relate to the Specified Target Option, which is not expected to occur within one year from September 30, 2019. The transaction price allocated to the remaining performance obligations was $59.6 million.
Milestones under the Vertex Agreements
The Company has evaluated the milestones that may be received in connection with the Vertex Agreements. In connection with the Collaboration Target Options, the Company is eligible to receive up to $420.0 million (inclusive of $10 million due upon exercise of each exclusive option) in development, regulatory and commercial milestones and royalties on net product sales for each of the three collaboration targets. Each milestone is payable only once per collaboration target, regardless of the number of products directed to such collaboration target that achieve the relevant milestone event.
In connection with the JDA, the Company received a one-time low seven-digit milestone payment upon the dosing of the second patient in a clinical trial with the initial product candidate. Revenue was recognized for this milestone in the third quarter of 2019, the point in time in which the milestone was both probable and achieved.
The Company is eligible to receive potential future payments of up to $825 million based upon the successful achievement of specified research, development, regulatory and commercial milestones for the DMD and DM1 programs. As discussed above, the first research milestone of $25.0 million was included in the transaction price. This amount is recorded as a contract asset within prepaid expenses and other current assets on the condensed consolidated balance sheet. The Company is also eligible to receive tiered royalties on future net sales on any products that may result from this collaboration; however, the Company has the option to forego the DM1 milestones and royalties to co-develop and co-commercialize all DM1 products globally.
With the exception of the first research milestone of $25.0 million, each of the remaining milestones are fully constrained as of September 30, 2019. There is uncertainty that the events to obtain the research and developmental milestones will be achieved given the nature of clinical development and the stage of the CRISPR/Cas9 technology. The remaining research, development and regulatory milestones will be constrained until it is probable that a significant revenue reversal will not occur. Commercial milestones and royalties relate predominantly to a license of intellectual property and are determined by sales or usage-based thresholds. The commercial milestones and royalties are accounted for under the royalty recognition constraint and will be accounted for as constrained variable consideration. The Company applies the royalty recognition constraint for each commercial milestone and will not recognize revenue for each until the subsequent sale of a licensed product (achievement of each) occurs.
As discussed above, in October 2019, Vertex exercised its three Collaboration Target Options. As a result, the Company will record revenue of $76.7 million during the fourth quarter of 2019, inclusive of $30 million in cash received related to the option exercises, as well as $46.7 million of previously deferred revenue allocated to the three Collaboration Target Options.
13
Accounting Analysis under ASC 808
The Company did not identify any additional collaborative elements as a result of the 2019 Agreements. As such, the following collaborative elements which are accounted for under ASC 808 remain in place: (i) development and commercialization services for shared products; (ii) R&D Services for follow-on products; and (iii) committee participation. The related impact of the cost sharing associated with research and development is included in research and development expense. Expenses related to services performed by the Company are classified as research and development expense. Payments received from Vertex for partial reimbursement of expenses are recorded as a reduction of research and development expense.
The Company recognized $7.5 million and $21.3 million of research and development expense related to the Vertex Agreements for the three and nine months ended September 30, 2019, respectively. The Company recognized $8.8 million and $25.4 million of research and development expense related to the collaboration with Vertex for the three and nine months ended September 30, 2018, respectively. Research and development expense for the three and nine months ended September 30, 2019 was net of $3.8 million and $11.8 million of reimbursements from Vertex, respectively. Research and development expense for the three and nine months ended September 30, 2018 was net of $3.7 million and $10.4 million of reimbursements from Vertex, respectively.
Accounting Analysis under ASC 730
In connection with the 2019 Vertex Agreements, the Company and Vertex agreed that one of the four remaining options under the 2015 Agreements, as amended, would not be exercised; instead, the Company will conduct research and development activities for a specified target. Vertex will have the option to co-develop and co-commercialize the specified target upon IND filing in exchange for payment of 50% of research and development costs incurred by the Company from the effective date of the agreement through IND filing. If Vertex does not exercise its option to do so within a specified time period, Vertex is eligible to receive up to $395 million in potential specified research, development, regulatory and commercial milestones and tiered single-digit royalties on future net sales.
In connection therewith, the Company determined that in order for the Company to obtain the right to conduct research and development activities on the specified target, it had waived its right to receive an option exercise payment of $10.0 million from Vertex, which was included as non-cash consideration in the transaction price described above. The Company then subsequently reacquired its rights to the specified target by waiving payment owed by Vertex of $10.0 million for a license that represents in-process research and development and therefore, $10.0 million of non-cash consideration was fully expensed upon the execution of the 2019 Agreements. The Company also determined that research and development services through IND for the specified target and any payment of future development and commercialization milestones, as well as sales-based milestones and royalties for the specified target, would be accounted for as research and development costs under ASC 730 and expensed as incurred. In addition, the Company also determined that should the Company elect its option to co-develop and co-commercialize all DM1 products globally, it will record the option fee as research and development expense upon exercise.
Joint Venture with Bayer Healthcare LLC
On December 19, 2015, the Company entered into an agreement with Bayer Healthcare LLC and certain of its affiliates (“Bayer”), to establish a joint venture to focus on the research and the development of new therapeutics to cure blood disorders, blindness and congenital heart disease. On February 12, 2016, the Company and Bayer completed the formation of the joint venture entity, Casebia Therapeutics LLP (“Casebia”). Bayer and the Company each received a 50% equity interest in the entity in exchange for their respective contributions to the entity. The Company contributed $0.1 million in cash and licensed its proprietary CRISPR/Cas9 gene editing technology and intellectual property for selected disease indications. Bayer contributed its protein engineering expertise and relevant disease know-how. Under the agreement, Casebia paid the Company $35.0 million in exchange for a worldwide, exclusive license to commercialize the Company’s gene-editing technology specifically for the indications covered by the license. There are no milestone, royalties or other payments due to the Company under this aspect of the agreement. The Company also entered into a separate services agreement with Casebia, under which the Company agreed to provide compensated research and development services.
During 2016, the Company recorded an equity method investment of $36.5 million equal to the fair value of the Company’s interest in Casebia and subsequently recorded unrealized equity method losses for the same amount. The Company has no further contractual obligations to provide cash financing to Casebia and accordingly, no additional losses have been recorded beyond the initial equity amount. Casebia’s net losses were $22.6 million and $54.9 million for the three and nine months ended September 30, 2019, respectively. Casebia’s net losses were $13.5 million and $25.8 million for the three and nine months ended September 30, 2018, respectively. Unrecognized equity method losses in excess of the Company’s equity investment in Casebia were $70.1 million and $45.3 million as of September 30, 2019 and December 31, 2018, respectively.
14
The remaining performance obligations include research and development services, which are recorded as revenue under ASC 606 and cost sharing activities with Casebia related to shared research and technology licenses are accounted for as a cost/profit sharing arrangement under ASC 808, with the related impact of the cost sharing included as research and development expense. During the three and nine months ended September 30, 2019, the Company recognized $0.1 million and $0.5 million of revenue, respectively, related to the collaboration with Casebia. During the three and nine months ended September 30, 2018, the Company recognized $0.9 million and $2.0 million of revenue, respectively, related to the collaboration with Casebia. During the three and nine months ended September 30, 2019, the Company recognized $0.1 million and $0.7 million, respectively, of research and development expense related to the collaboration with Casebia. During the three and nine months ended September 30, 2018, the Company recognized $1.2 million and $2.4 million, respectively, of research and development expense related to the collaboration with Casebia. During the three and nine months ended September 30, 2019, the Company recognized a loss from equity method investment of $3.3 million and $5.5 million, respectively, related to stock-based compensation expense for Casebia employees. During the three and nine months ended September 30, 2018, the Company recognized a loss from equity method investment of $1.2 million and $2.2 million, respectively, related to stock-based compensation expense for Casebia employees.
7. Share Capital
The Company had 55,677,088 authorized common shares as of September 30, 2019, with a par value of CHF 0.03 per share. Included in the authorized common shares as of September 30, 2019 are 256,989 treasury shares which are legally outstanding but not considered outstanding for accounting purposes and 230,729 shares registered and reserved for future issuance. The Company had conditional capital reserved for future issuance of 19,028,428 common shares for employee benefit plans and 4,919,700 common shares for debt instruments as of September 30, 2019. Under Swiss law, authorized share capital consisted of 25,134,003 common shares as of September 30, 2019.
At-the-Market Offering
In August 2018, the Company entered into an Open Market Sale AgreementSM (the “2018 ATM”) with Jefferies LLC (“Jefferies”), under which Jefferies was able to offer and sell, from time to time, common shares having aggregate gross proceeds of up to $125.0 million. In the first quarter of 2019, the Company began to issue and sell securities under this sales agreement. During the three and nine months ended September 30, 2019, the Company sold 1,452,880 and 2,816,568 common shares, respectively, for net cash proceeds of $69.4 million and $121.9 million, respectively, after deducting commission fees of $1.5 million and $3.1 million, respectively. In addition, the Company paid approximately $0.5 million and $0.7 million in stamp taxes during the three and nine months ended September 30, 2019, respectively, and accrued an additional $0.7 million for stamp taxes as of September 30, 2019 related to securities sold under the 2018 ATM.
In August 2019, following the termination of the 2018 ATM by its terms, the Company entered into a new Open Market Sale AgreementSM with Jefferies (the “2019 ATM”), under which the Company may offer and sell, from time to time, common shares having aggregate gross proceeds of up to $200.0 million. The Company has not yet issued or sold any securities under the 2019 ATM.
8. Stock-based Compensation
During the three and nine months ended September 30, 2019 and 2018, the Company recognized the following stock-based compensation expense (in thousands):
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Research and development
|
|
$
|
6,262
|
|
|
$
|
3,999
|
|
|
$
|
17,137
|
|
|
$
|
12,081
|
|
General and administrative
|
|
|
5,081
|
|
|
|
4,056
|
|
|
|
15,063
|
|
|
|
9,879
|
|
Loss from equity method investment
|
|
|
3,430
|
|
|
|
1,012
|
|
|
|
5,467
|
|
|
|
3,256
|
|
Total
|
|
$
|
14,773
|
|
|
$
|
9,067
|
|
|
$
|
37,667
|
|
|
$
|
25,216
|
|
15
Stock option activity
The following table summarizes stock option activity for the nine months ended September 30, 2019 (intrinsic value in thousands):
|
|
Stock
Options
|
|
|
Weighted-
Average
Exercise Price
|
|
|
Weighted-
Average
Remaining
Contractual
Term (years)
|
|
|
Aggregate
Intrinsic Value
|
|
Outstanding at December 31, 2018
|
|
|
6,689,311
|
|
|
$
|
25.42
|
|
|
|
8.3
|
|
|
$
|
68,572
|
|
Granted
|
|
|
2,136,873
|
|
|
$
|
37.23
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(475,062
|
)
|
|
$
|
12.03
|
|
|
|
|
|
|
|
|
|
Cancelled or forfeited
|
|
|
(337,020
|
)
|
|
$
|
31.50
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2019
|
|
|
8,014,102
|
|
|
$
|
29.10
|
|
|
|
8.0
|
|
|
$
|
119,011
|
|
Exercisable at September 30, 2019
|
|
|
3,544,643
|
|
|
$
|
21.65
|
|
|
|
7.1
|
|
|
$
|
76,945
|
|
Vested and expected to vest at September 30, 2019
|
|
|
8,014,102
|
|
|
$
|
29.10
|
|
|
|
8.0
|
|
|
$
|
119,011
|
|
The Company estimated the fair value of each stock option award using the Black-Scholes option-pricing model based on the following assumptions:
|
|
Nine Months Ended September 30,
|
|
|
|
2019
|
|
|
2018
|
|
Assumptions
|
|
|
|
|
|
|
|
|
Weighted-average expected volatility
|
|
|
69.2
|
%
|
|
|
71.9
|
%
|
Expected term (in years)
|
|
|
6.0
|
|
|
|
6.0
|
|
Risk-free interest rate
|
|
|
2.4
|
%
|
|
|
2.7
|
%
|
Expected dividend yield
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
As of September 30, 2019, total unrecognized compensation expense related to stock options was $93.3 million which the Company expects to recognize over a remaining weighted-average period of 2.8 years.
In May 2018, the Company modified the terms of certain options held by a departing employee. The modification resulted in $2.2 million in stock-based compensation expense recorded during the period. In September 2019, the Company modified the terms of certain options held by non-employees. The modifications resulted in $2.9 million in stock-based compensation expense recorded during the period.
Restricted stock activity
The following table summarizes restricted stock activity for the nine months ended September 30, 2019:
|
|
Restricted
Stock
|
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Unvested balance as of December 31, 2018
|
|
|
327,342
|
|
|
$
|
36.72
|
|
Granted
|
|
|
145,000
|
|
|
|
43.61
|
|
Vested
|
|
|
(69,091
|
)
|
|
|
15.07
|
|
Cancelled or forfeited
|
|
|
(23,000
|
)
|
|
|
41.64
|
|
Unvested balance as of September 30, 2019
|
|
|
380,251
|
|
|
$
|
42.98
|
|
As of September 30, 2019, total unrecognized compensation expense related to unvested restricted common shares was $10.5 million which the Company expects to recognize over a remaining weighted-average vesting period of 1.42 years.
16
9. Net Income (Loss) Per Share Attributable to Common Shareholders
Basic net loss per share is calculated by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing the net income attributable to common shareholders by the weighted-average number of common share equivalents outstanding for the period, including any dilutive effect from outstanding stock options and warrants using the treasury stock method.
The following table sets forth the computation of basic and diluted net income (loss) per share for the periods ended (in thousands, except per share amounts):
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Basic net income (loss) per common share calculation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common shareholders
|
|
$
|
138,423
|
|
|
$
|
(50,711
|
)
|
|
$
|
36,316
|
|
|
$
|
(117,391
|
)
|
Net income (loss) attributable to common shareholders -
basic
|
|
$
|
138,423
|
|
|
$
|
(50,711
|
)
|
|
$
|
36,316
|
|
|
$
|
(117,391
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted-average common shares outstanding
|
|
|
54,829,057
|
|
|
|
47,391,988
|
|
|
|
53,380,123
|
|
|
|
46,709,388
|
|
Basic net income (loss) per common share
|
|
$
|
2.52
|
|
|
$
|
(1.07
|
)
|
|
$
|
0.68
|
|
|
$
|
(2.51
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per common share calculation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common shareholders
|
|
$
|
138,423
|
|
|
$
|
(50,711
|
)
|
|
$
|
36,316
|
|
|
$
|
(117,391
|
)
|
Net income (loss) attributable to common shareholders -
diluted
|
|
$
|
138,423
|
|
|
$
|
(50,711
|
)
|
|
$
|
36,316
|
|
|
$
|
(117,391
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares used to compute basic net
income (loss) per common share
|
|
|
54,829,057
|
|
|
|
47,391,988
|
|
|
|
53,380,123
|
|
|
|
46,709,388
|
|
Effect of potentially dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options
|
|
|
2,612,354
|
|
|
|
—
|
|
|
|
2,326,824
|
|
|
|
—
|
|
Unvested restricted common shares
|
|
|
157,490
|
|
|
|
—
|
|
|
|
114,473
|
|
|
|
—
|
|
Weighted-average shares used to compute diluted net
income (loss) per common share
|
|
|
57,598,901
|
|
|
|
47,391,988
|
|
|
|
55,821,420
|
|
|
|
46,709,388
|
|
Diluted net income (loss) per common share
|
|
$
|
2.40
|
|
|
$
|
(1.07
|
)
|
|
$
|
0.65
|
|
|
$
|
(2.51
|
)
|
The Company did not include the securities in the following table in the computation of the net income (loss) per share calculations because the effect would have been anti-dilutive during each period:
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
Outstanding options
|
|
|
2,612,354
|
|
|
|
6,698,579
|
|
|
|
2,326,824
|
|
|
|
6,698,579
|
|
Unvested restricted common shares
|
|
|
157,490
|
|
|
|
178,884
|
|
|
|
114,473
|
|
|
|
178,884
|
|
Total
|
|
|
2,769,844
|
|
|
|
6,877,463
|
|
|
|
2,441,297
|
|
|
|
6,877,463
|
|
10. Income Taxes
During the three and nine months ended September 30, 2019, the Company recorded an income tax provision of $0.3 million and $0.4 million, respectively, representing an effective tax rate of 0.2% and 1.2%, respectively. During the three and nine months ended September 30, 2018, the Company recorded an income tax provision of $0.1 million and $0.3 million, respectively, representing an effective tax rate of -0.3% and -0.3%, respectively. The income tax provision is primarily attributable to the year-to-date pre-tax income earned by the Company’s U.S. subsidiary. The difference in the statutory tax rate and effective tax rate is primarily a result of the jurisdictional mix of earnings and losses that are not benefited. The Company maintains a valuation allowance against certain deferred tax assets that are not more-likely-than-not realizable. As a result, the Company has not recognized a tax benefit related to losses generated in Switzerland in the current periods.
17
11. Related Party Transactions
In the fourth quarter of 2018, upon becoming an owner of record of more than 10% of the voting interest of the Company, Vertex became a related party under ASC 850, Related party disclosures. Refer to Note 6 for discussion of transactions with Casebia and Vertex, related parties.
The Company is a party to intellectual property license agreements with Dr. Emmanuelle Charpentier. For the three and nine months ended September 30, 2019, the Company paid Dr. Charpentier approximately $1.2 million of sublicense fees in research and development expense primarily related to the Vertex Agreements.
18