Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 15, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SGMO | ||
Entity Registrant Name | SANGAMO THERAPEUTICS, INC | ||
Entity Central Index Key | 1,001,233 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 102,273,353 | ||
Entity Public Float | $ 1,442,357,545 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 140,418 | $ 49,826 |
Marketable securities | 259,715 | 193,482 |
Interest receivable | 375 | 240 |
Accounts receivable | 4,673 | 3,343 |
Prepaid expenses and other current assets | 5,340 | 1,506 |
Total current assets | 410,521 | 248,397 |
Marketable securities, non-current | 1,012 | |
Property and equipment, net | 78,723 | 31,066 |
Intangible assets | 54,866 | |
Goodwill | 40,044 | 1,585 |
Other non-current assets | 2,741 | 1,181 |
Non-current restricted cash | 3,500 | 3,500 |
Total assets | 590,395 | 286,741 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 21,457 | 11,035 |
Accrued compensation and employee benefits | 9,490 | 5,479 |
Deferred revenues | 47,564 | 28,345 |
Total current liabilities | 78,511 | 44,859 |
Deferred revenues, non-current | 108,273 | 29,244 |
Build-to-suit lease obligation | 27,689 | 24,738 |
Deferred income tax | 6,705 | |
Non-current liabilities | 1,960 | |
Total liabilities | 223,138 | 98,841 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.01 par value; 160,000,000 shares authorized, 102,187,471 and 85,598,534 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively | 1,022 | 856 |
Additional paid-in capital | 929,632 | 682,809 |
Accumulated deficit | (562,696) | (495,479) |
Accumulated other comprehensive loss | (1,440) | (286) |
Total Sangamo Therapeutics Inc. stockholders' equity | 366,518 | 187,900 |
Non-controlling interest | 739 | |
Total stockholders' equity | 367,257 | 187,900 |
Total liabilities and stockholders' equity | $ 590,395 | $ 286,741 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 160,000,000 | 160,000,000 |
Common stock, shares issued | 102,187,471 | 85,598,534 |
Common stock, shares outstanding | 102,187,471 | 85,598,534 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | |||
Revenues | $ 84,452 | $ 36,567 | $ 19,389 |
Operating expenses: | |||
Research and development | 114,866 | 65,728 | 65,618 |
General and administrative | 46,736 | 27,200 | 26,330 |
Total operating expenses | 161,602 | 92,928 | 91,948 |
Loss from operations | (77,150) | (56,361) | (72,559) |
Interest and other income, net | 8,261 | 1,793 | 887 |
Loss before income taxes | (68,889) | (54,568) | (71,672) |
Benefit from income taxes | 14 | ||
Net loss | (68,889) | (54,568) | (71,658) |
Net loss attributable to non-controlling interest | (555) | ||
Net loss attributable to Sangamo Therapeutics, Inc. stockholders | $ (68,334) | $ (54,568) | $ (71,658) |
Basic and diluted net loss per share attributable to Sangamo Therapeutics, Inc. stockholders | $ (0.70) | $ (0.70) | $ (1.02) |
Shares used in computing basic and diluted net loss per share attributable to Sangamo Therapeutics, Inc. stockholders | 96,941 | 78,084 | 70,553 |
Collaboration Agreements [Member] | |||
Revenues: | |||
Revenues | $ 84,065 | $ 35,960 | $ 18,881 |
Research Grants [Member] | |||
Revenues: | |||
Revenues | $ 387 | $ 607 | $ 508 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (68,889) | $ (54,568) | $ (71,658) |
Foreign currency translation adjustment | (1,148) | ||
Net pension losses | (21) | ||
Change in unrealized (loss) gain on available-for-sale securities | (4) | (306) | 20 |
Comprehensive loss | (70,062) | (54,874) | (71,638) |
Comprehensive loss attributable to non-controlling interest | (574) | ||
Comprehensive loss attributable to Sangamo Therapeutics Inc. | $ (69,488) | $ (54,874) | $ (71,638) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income/ (Loss) [Member] | Non-Controlling Interest [Member] |
Beginning Balances at Dec. 31, 2015 | $ 192,439 | $ 703 | $ 560,989 | $ (369,253) | ||
Beginning Balances, shares at Dec. 31, 2015 | 70,354,608 | |||||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax | (481) | $ 3 | (484) | |||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax, shares | 314,583 | |||||
Issuance of common stock under employee stock purchase plan | $ 818 | $ 3 | 815 | |||
Issuance of common stock under employee stock purchase plan, shares | 202,711 | 202,711 | ||||
Stock-based compensation | $ 15,057 | 15,057 | ||||
Comprehensive loss: | ||||||
Net unrealized gain (loss) on marketable securities, net of tax | 20 | $ 20 | ||||
Net loss | (71,658) | (71,658) | ||||
Comprehensive loss | (71,638) | |||||
Ending Balances at Dec. 31, 2016 | 136,195 | $ 709 | 576,377 | (440,911) | 20 | |
Ending Balances, shares at Dec. 31, 2016 | 70,871,902 | |||||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax | 15,099 | $ 21 | 15,078 | |||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax, shares | 2,101,489 | |||||
Issuance of common stock under employee stock purchase plan | $ 818 | $ 2 | 816 | |||
Issuance of common stock under employee stock purchase plan, shares | 253,994 | 253,994 | ||||
Issuance of common stock under public offering, net of issuance costs | $ 81,573 | $ 124 | 81,449 | |||
Issuance of common stock under public offering, net of issuance costs, shares | 12,371,149 | |||||
Stock-based compensation | 9,089 | 9,089 | ||||
Comprehensive loss: | ||||||
Net unrealized gain (loss) on marketable securities, net of tax | (306) | (306) | ||||
Net loss | (54,568) | (54,568) | ||||
Comprehensive loss | (54,874) | |||||
Ending Balances at Dec. 31, 2017 | $ 187,900 | $ 856 | 682,809 | (495,479) | (286) | |
Ending Balances, shares at Dec. 31, 2017 | 85,598,534 | 85,598,534 | ||||
Cumulative-effect adjustment of ASC Topic606 on January 1, 2018 | $ 1,117 | 1,117 | ||||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax | 14,467 | $ 20 | 14,447 | |||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax, shares | 2,103,727 | |||||
Issuance of common stock under employee stock purchase plan | $ 1,484 | $ 4 | 1,480 | |||
Issuance of common stock under employee stock purchase plan, shares | 328,710 | 328,710 | ||||
Issuance of common stock under public offering, net of issuance costs | $ 215,758 | $ 142 | 215,616 | |||
Issuance of common stock under public offering, net of issuance costs, shares | 14,156,500 | |||||
Stock-based compensation | 14,677 | 14,677 | ||||
Additional Paid in Capital for Acquisition of TxCell | 603 | 603 | ||||
Non-Controlling Interest upon Acquisition of TxCell | 1,313 | $ 1,313 | ||||
Comprehensive loss: | ||||||
Foreign currency translation adjustment | (1,148) | (1,129) | (19) | |||
Net pension losses | (21) | (21) | ||||
Net unrealized gain (loss) on marketable securities, net of tax | (4) | (4) | ||||
Net loss | (68,889) | (68,334) | (555) | |||
Comprehensive loss | (70,062) | |||||
Ending Balances at Dec. 31, 2018 | $ 367,257 | $ 1,022 | $ 929,632 | $ (562,696) | $ (1,440) | $ 739 |
Ending Balances, shares at Dec. 31, 2018 | 102,187,471 | 102,187,471 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Activities: | |||
Net loss | $ (68,889) | $ (54,568) | $ (71,658) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 2,359 | 1,498 | 997 |
Amortization of (discount) premium on marketable securities | (5,829) | (673) | 221 |
Foreign currency transaction losses, net | 602 | ||
Net loss on disposal of property and equipment | 12 | ||
Stock-based compensation | 14,677 | 9,089 | 15,057 |
Benefit from income taxes | (14) | ||
Build-to-suit leases | 966 | 80 | 99 |
Net changes in operating assets and liabilities: | |||
Interest receivable | (135) | (16) | 83 |
Accounts receivable | (1,330) | 1,629 | (2,144) |
Prepaid expenses and other assets | (2,828) | (669) | (1,112) |
Accounts payable and accrued liabilities | (6,372) | 3,219 | (2,335) |
Accrued compensation and employee benefits | 2,604 | 2,594 | 137 |
Deferred revenues | 99,364 | 48,984 | (5,214) |
Non-current liabilities | 1,963 | ||
Net cash provided by (used in) operating activities | 37,152 | 11,179 | (65,883) |
Investing Activities: | |||
Acquisition of TxCell, net of cash acquired | (75,647) | ||
Purchases of marketable securities | (451,239) | (252,328) | (218,640) |
Maturities of marketable securities | 391,845 | 178,675 | 237,497 |
Purchases of property and equipment | (43,065) | (3,751) | (732) |
Net cash (used in) provided by investing activities | (178,106) | (77,404) | 18,125 |
Financing Activities: | |||
Proceeds from public offering of common stock, net of issuance costs | 215,758 | 81,573 | |
Taxes paid related to net share settlement of equity awards | (254) | (654) | (776) |
Proceeds from issuance of common stock | 16,205 | 16,571 | 1,113 |
Net cash provided by financing activities | 231,709 | 97,490 | 337 |
Effects of changes in foreign exchange rates | (163) | ||
Net increase in cash, cash equivalents, and restricted cash | 90,592 | 31,265 | (47,421) |
Cash, cash equivalents, and restricted cash, beginning of period | 53,326 | 22,061 | 69,482 |
Cash, cash equivalents, and restricted cash, end of period | 143,918 | 53,326 | 22,061 |
Supplemental disclosure of non-cash investing activities: | |||
Non controlling interest for acquisition of TxCell | 1,313 | ||
Property and Equipment [Member] | |||
Supplemental disclosure of non-cash investing activities: | |||
Property and equipment/build-to-suit leases included in accrued liabilities | 4,953 | 1,214 | |
Build-to-Suit Leases [Member] | |||
Supplemental disclosure of non-cash investing activities: | |||
Property and equipment/build-to-suit leases included in accrued liabilities | $ 2,950 | $ 20,793 | $ 3,876 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Overview Sangamo Therapeutics, Inc. was incorporated in the State of Delaware on June 22, 1995 and changed its name from Sangamo Biosciences, Inc. in January 2017 (“the Company” or “Sangamo”). Sangamo is focused on the research, development and commercialization of novel therapeutic strategies for unmet medical needs. Sangamo’s genome editing and gene regulation technology platform is enabled by the engineering of a class of transcription factors known as zinc finger DNA-binding proteins (“ZFPs”). Potential applications of Sangamo’s technology include development of human therapeutics, plant agriculture and enhancement of pharmaceutical protein production. Sangamo will require additional financial resources to complete the development and commercialization of its products including ZFP Therapeutics. Sangamo is currently working on a number of long-term development projects that will involve experimental technology. The projects may require several years and substantial expenditures to complete and ultimately may be unsuccessful. The Company plans to finance operations with available cash resources, collaborations and strategic partnerships funds, research grants and from the issuance of equity or debt securities. Sangamo believes that its available cash, cash equivalents and investments as of December 31, 2018, along with expected revenues from collaborations, strategic partnerships and research grants, will be adequate to fund its operations at least through the next twelve months from the date the financial statements are issued. Sangamo will need to raise substantial additional capital to fund subsequent operations and complete the development and commercialization of its products. Additional capital may not be available on terms acceptable to the Company, or at all. If adequate funds are not available, or if the terms of potential funding sources are unfavorable, the Company’s business and ability to develop its technology and ZFP Therapeutic products would be harmed. Furthermore, any sales of additional equity securities may result in dilution to the Company’s stockholders, and any debt financing may include covenants that restrict the Company’s business. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in the consolidated financial statements. Business Combinations The Company accounts for acquisitions in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations Cash and Cash Equivalents Sangamo considers all highly-liquid investments purchased with original maturities of three months or less at the purchase date to be cash equivalents. Cash and cash equivalents consist of deposits in money market investment accounts. Marketable Securities Sangamo classifies its marketable securities as available-for-sale and records its investments at estimated fair value based on quoted market prices or observable market inputs of almost identical assets, with the unrealized holding gains and losses included in accumulated other comprehensive loss. The Company’s investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market value. Realized gains and losses on available-for-sale securities are included in other income, which is determined using the specific identification method. Fair Value Measurements The carrying amounts for financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short maturities. Marketable securities are stated at their estimated fair values. The counterparties to the agreements relating to the Company’s investment securities consist of the U.S. Treasury, governmental agencies, various major corporations and financial institutions with high credit standing. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets (generally three to five years). For leasehold improvements, amortization is calculated using the straight-line method based on the shorter of the useful life or the lease term. The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. On an ongoing basis, management evaluates its estimates, including critical accounting policies or estimates related to revenue recognition, clinical trial accruals, fair value of assets and liabilities, including from acquisitions, and stock-based compensation. Estimates are based on historical experience and on various other market specific and other relevant assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Revenue Recognition Revenues from research activities made under strategic partnering agreements and collaborations are recognized as the services are provided when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. Revenue generated from research and licensing agreements typically includes upfront signing or license fees, cost reimbursements, research services, minimum sublicense fees, milestone payments and royalties on future licensee’s product sales. Effective January 1, 2018, the Company adopted the provisions of ASC Topic 606, Revenue from Contracts with Customers Revenue Recognition The Company’s contract revenues consist of strategic partnering collaboration agreements and research activity grants and licensing. Research and licensing agreements typically include upfront signing or license fees, cost reimbursements, research services, minimum sublicense fees, milestone payments and royalties on future licensee’s product sales. The Company has both fixed and variable consideration. Non-refundable upfront fees and funding of research and development activities are considered fixed, while milestone payments are identified as variable consideration. Sangamo’s research grants are typically multi-year agreements and provide for the reimbursement of qualified expenses for research and development as defined under the terms of the grant agreement. Revenues under grant agreements are recognized when the related qualified research expenses are incurred. Deferred revenue represents the portion of research or license payments received but not earned. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Topic 606. The Company’s performance obligations include license rights, development services, and services associated with regulatory submission and approval processes. Significant management judgment is required to determine the level of effort required under an arrangement and the period over which the Company expects to complete its performance obligations under the arrangement. If the Company cannot reasonably estimate when its performance obligations either are completed or become inconsequential, then revenue recognition is deferred until the Company can reasonably make such estimates. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price of each performance obligation identified in the contract. The Company uses key assumptions to determine the stand-alone selling price, which may include forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success. Funds received from third parties under contract or grant arrangements are recorded as revenue if the Company is deemed to be the principal participant in the arrangements because the activities under the contracts or grants are part of the Company’s development programs. Contract funds received are not refundable and are recognized when the related qualified research and development costs are incurred and there is reasonable assurance that the funds will be received. Funds received in advance are recorded as deferred revenue. During 2018, revenues related to the hemophilia A collaboration agreement with Pfizer Inc. (“Pfizer”) and Kite Pharma, Inc. (“Kite”), a wholly-owned subsidiary of Gilead Sciences, Inc., represented 45% and 30%, respectively, of the Company’s total revenue. During 2017, revenues related to Pfizer and Bioverativ represented 47% and 34%, respectively, of the Company’s total revenue. During 2016 revenue related to Bioverativ, Dow AgroScience, LLC (“DAS”) and Shire International GmbH, a wholly owned subsidiary of Takeda Pharmaceuticals Company Limited (“Shire”) represented 46%, 26%, and 17%, respectively, of total revenue. Receivables from collaborations are typically unsecured and are concentrated in the biopharmaceutical industry. Accordingly, the Company may be exposed to credit risk generally associated with biopharmaceutical companies or specific to its collaboration agreements. To date, the Company has not experienced any losses related to these receivables. Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist of direct and research-related allocated overhead costs such as facilities costs, salaries and related personnel costs, and material and supply costs. In addition, research and development expenses include costs related to clinical trials, validation of the Company’s testing processes and procedures as well as related overhead expenses. Research and development costs incurred in connection with collaborator-funded activities are expensed as incurred. Costs to acquire technologies that are utilized in research and development that have no alternative future use are expensed as incurred. Stock-based Compensation The Company measures and recognizes compensation expense for all stock-based payment awards made to Sangamo employees and directors, including employee share options, restricted stock units (“RSUs”) and employee stock purchases related to the Employee 2010 Stock Purchase Plan, as amended (“ESPP”), based on estimated fair values at the award grant date. The fair value of stock-based awards is amortized over the vesting period of the award using a straight-line method. To estimate the fair value of an award, the Company uses the Black-Scholes option pricing model. This model requires inputs such as expected life, expected volatility and risk-free interest rate. These inputs are subjective and generally require significant analysis and judgment to develop. While estimates of expected life and volatility are derived primarily from the Company’s historical data, the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected life assumption. Further, in the first quarter of 2017 the Company adopted Accounting Standards Update (“ASU”) 2016-09 and accounts for forfeitures in the period they occur. The adopted ASU did not have a material impact on the Company’s consolidated financial statements. Indefinite-lived Intangible Assets As part of the acquisition of TxCell S.A (“TxCell”) (see Note 6 – Acquisition of TxCell, S.A ) Intangibles-Goodwill and Other In-Process Research and Development Intangible assets related to in-process research and development costs (“IPR&D”), are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. Prior to completion of the research and development efforts, the assets are considered indefinite-lived. During this period, the assets will not be amortized but will be tested for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate a reduction in the fair value of the IPR&D projects below their respective carrying amounts. During the fourth quarter of 2018, the Company performed an assessment of the qualitative factors affecting the fair value of its IPR&D projects. If the fair value exceeds the carrying value, then there is no impairment. Impairment losses on indefinite-lived intangible assets are recognized based solely on a comparison of the fair value of an asset to its carrying value, without consideration of any recoverability test. The Company has not identified any such impairment losses to date. Goodwill Goodwill represents the excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed in a business combination and is considered to be indefinite-lived. Goodwill is not amortized but is tested for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate an impairment of goodwill has occurred. During the fourth quarter of 2018, the Company performed an assessment of the qualitative factors affecting the fair value of its reporting unit and concluded that it was not more likely than not that the fair value of its reporting unit was less than carrying value and that, as a result, it is not more likely than not that goodwill is impaired. Balance as of December 31, 2017 $ 1,585 Goodwill acquired 38,995 Foreign currency translations adjustment (536 ) Balance as of December 31, 2018 $ 40,044 Foreign Currency Translation The functional currency of the Company’s foreign subsidiaries is primarily the Euro. Monetary assets and liabilities denominated in foreign currencies are translated to U.S. dollars using the exchange rates at the balance sheet date. Foreign currency translation adjustments are recorded as a component of Other Comprehensive Income within stockholders’ equity. Revenues and expenses from our foreign subsidiaries are translated using the monthly average exchange rates in effect during the period in which the transactions occur. Foreign currency transaction gains and losses are recorded in Interest and Other Income, net, on our Consolidated Statements of Operations. Income Taxes Income tax expense has been provided using the liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is not more likely than not that the deferred tax assets will be realized. Net Loss Per Share Basic net loss per share has been computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock and potential dilutive securities outstanding during the period. Because Sangamo is in a net loss position, diluted net loss per share excludes the effects of common stock equivalents consisting of options and RSUs, which are all anti-dilutive. All stock options and RSUs outstanding were excluded from the calculation of diluted net loss per share for all periods presented. Stock options and RSUs outstanding at the end of 2018, 2017 and 2016 were 9,048,793, 8,367,628, and 9,578,322, respectively. Segments The Company operates in one segment. Management uses one measure of profitability and does not segregate its business for internal reporting. As of December 31, 2018, substantially all of the Company’s assets were maintained in the United States. As of December 31 2017, all of the Company’s assets were maintained in the United States. For the years ended December 31, 2018, 2017 and 2016, substantially all of the Company’s revenues and operating expenses were generated and incurred in the United States. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers Refer below for a summary of the amount by which each financial statement line item that was affected by the impact of the cumulative adjustment and as compared with the guidance that was in effect prior to the adoption: Impact of Topic 606 Adoption on Consolidated Balance Sheet as of January 1, 2018 (in thousands) As reported under Topic 606 Adjustments Balances without adoption of Topic 606 Deferred revenue, current portion $ 29,626 $ 1,281 $ 28,345 Deferred revenue, noncurrent portion 26,846 (2,398 ) 29,244 Accumulated deficit (494,362 ) 1,117 (495,479 ) Impact of Topic 606 Adoption on Consolidated Balance Sheet as of December 31, 2018 (in thousands) As reported under Topic 606 Adjustments Balances without adoption of Topic 606 Deferred revenue, current portion $ 47,564 $ 15,553 $ 63,117 Deferred revenue, noncurrent portion 108,273 (879 ) 107,394 Accumulated deficit (562,696 ) (14,674 ) (577,370 ) Impact of Topic 606 Adoption on Consolidated Statement of Operations and Comprehensive Loss for the Year Ended December 31, 2018 (in thousands, except per share amounts) As reported under Topic 606 Adjustments Balances without adoption of Topic 606 Collaboration revenue $ 84,065 $ (13,558 ) $ 70,507 Net loss (68,334 ) (13,558 ) (81,892 ) Net loss per share - basic and diluted: (0.70 ) (0.14 ) (0.84 ) Impact of Topic 606 Adoption on Consolidated Statement of Cash Flows for the Year Ended December 31, 2018 (in thousands) As reported under Topic 606 Adjustments Balances without adoption of Topic 606 Net loss $ (68,334 ) $ (13,558 ) $ (81,892 ) Changes in deferred revenue 99,364 13,558 112,922 In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows ( ) The following table provides a reconciliation of cash, cash equivalents, and restricted cash within the consolidated statements of cash flows that sum to the total of the same amounts in the statement of cash flows for the years ended December 31, 2018 and 2017, respectively (in thousands): Year Ended December 31, 2018 2017 Cash and cash equivalents $ 140,418 $ 49,826 Restricted cash 3,500 3,500 Total cash, cash equivalents, and restricted cash $ 143,918 $ 53,326 Not yet adopted In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 In February 2016 the FASB issued ASU 2016-02, Leases The new standard provides a number of optional practical expedients in transition. The Company expects to elect the practical expedients to not reassess its prior conclusions about lease identification under the new standard, to not reassess lease classification, and to not reassess initial direct costs. The Company will not elect the practical expedient allowing the use-of-hindsight which would require the Company to reassess the lease term of its leases based on all facts and circumstances through the effective date and will not elect the practical expedient pertaining to land easements as this is not applicable to the current contract portfolio. The new guidance also provides practical expedients for ongoing lease accounting. The Company expects to elect the recognition exemption for short-term lease for all leases that qualify. Under this exemption, the Company will not recognize right of use (“ROU”) assets or lease liabilities for those leases that qualify as a short-term lease, which includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company also will elect the practical expedient to not separate lease and non-lease components for all equipment and real-estate leases. The Company expects that this standard will have a material effect on the financial statements. While the Company continues to assess the various impacts of adoption, the most significant effects will primarily relate to (1) the recognition of a right-of-use assets and lease liabilities on the balance sheet for the Company’s existing operating leases; (2) the derecognition of existing assets and liabilities for sale-leaseback transactions arising from build-to-suit lease arrangements for which construction is complete and the Company is leasing the constructed asset that currently do not qualify for sale accounting; (3) the derecognition of existing assets and liabilities for certain assets under construction in build-to-suit lease arrangements that the Company will lease when construction is complete; and (4) providing significant new disclosures about leasing activities |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | NOTE 2 –FAIR VALUE MEASUREMENT The Company measures certain assets and liabilities at fair value on a recurring basis, including cash equivalents, available-for-sale securities and the free share liability. Fair value is determined based on a three-tier hierarchy under the authoritative guidance for fair value measurements and disclosures that prioritizes the inputs used in measuring fair value as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The fair value measurements of cash equivalents, available-for-sale securities and the free share liability are identified at the following levels within the fair value hierarchy (in thousands): December 31, 2018 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 103,291 $ 103,291 $ — $ — Total 103,291 103,291 — — Marketable securities: Commercial paper securities 177,224 — 177,224 — Corporate debt securities 63,870 — 63,870 — U.S. government-sponsored entity debt securities 18,621 — 18,621 — Total 259,715 — 259,715 — Total cash equivalents and marketable securities $ 363,006 $ 103,291 $ 259,715 — Liabilities: Free share liability $ 154 — — $ 154 Total $ 154 — — $ 154 December 31, 2017 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 24,290 $ 24,290 $ — $ — Commercial paper securities 4,595 — 4,595 — Total 28,885 24,290 4,595 — Marketable securities: Commercial paper securities 110,247 — 110,247 — Corporate debt securities 75,755 — 75,755 — U.S. government-sponsored entity debt securities 8,492 — 8,492 — Total 194,494 — 194,494 — Total cash equivalents and marketable securities $ 223,379 $ 24,290 $ 199,089 $ - Investments The Company generally classifies its marketable securities as Level 2. Instruments are classified as Level 2 when observable market prices for identical securities that are traded in less active markets are used. When observable market prices for identical securities are not available, such instruments are priced using benchmark curves, benchmarking of like securities, sector groupings, matrix pricing and valuation models. These valuation models are proprietary to the pricing providers or brokers and incorporate a number of inputs, including, listed in approximate order of priority: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. For certain security types, additional inputs may be used, or some of the standard inputs may not be applicable. Evaluators may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs listed are available for use in the evaluation process for each security evaluation on any given day. Free Share Liability As a result of the July 20, 2018 Share Purchase Agreement (“SPA”)(see Note 6 – Acquisition of TXCELL S.A.) Free Shares Liability assumptions: December 31, 2018 Sangamo Stock Price (USD) 11.48 TxCell Stock Price (EUR) 2.58 EUR/ USD Exchange Rate 0.873 Sangamo Stock Price (USD) Volatility Estimate 79.90% TxCell Stock Price (EUR) Volatility Estimate 8.59% EUR/ USD Exchange Rate Volatility Estimate 7.66% Risk Free Rate Varies by expected exercise date |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2018 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | NOTE 3 – MARKETABLE SECURITIES The table below summarizes the Company’s cash equivalents and available-for-sale securities (in thousands): Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains (Losses) Fair Value December 31, 2018 Cash equivalents: Money market funds $ 103,291 $ — $ — $ 103,291 Total 103,291 — — 103,291 Available-for-sale securities: Commercial paper securities 177,353 — (129 ) 177,224 Corporate debt securities 63,981 — (111 ) 63,870 U.S. government-sponsored entity debt securities 18,640 — (19 ) 18,621 Total 259,974 — (259 ) 259,715 Total cash equivalents and available-for-sale securities $ 363,265 $ — $ (259 ) $ 363,006 December 31, 2017 Cash equivalents: Money market funds $ 24,290 $ — $ — $ 24,290 Commercial paper securities 4,595 — — 4,595 Total 28,885 — — 28,885 Available-for-sale securities: Commercial paper securities 110,365 — (118 ) 110,247 Corporate debt securities 75,886 — (131 ) 75,755 U.S. government-sponsored entity debt securities 8,498 — (6 ) 8,492 Total 194,749 — (255 ) 194,494 Total cash equivalents and available-for-sale securities $ 223,634 — $ (255 ) $ 223,379 As of December 31, 2018, all of the Company’s investments had maturity dates within one year as of the balance sheet date. The Company had no material realized losses from the sale of available-for-sale securities for the years ended December 31, 2018, 2017 or 2016. Sangamo has the intent and ability to hold its investments for a period of time sufficient to allow for any anticipated recovery in market value. No investments were other-than-temporarily impaired at either December 31, 2018 or 2017. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | NOTE 4 – STOCK-BASED COMPENSATION The following table shows total stock-based compensation expense recognized in the accompanying consolidated statements of operations (in thousands): Year Ended December 31, 2018 2017 2016 Research and development $ 8,249 $ 5,031 $ 6,463 General and administrative 6,428 4,058 8,594 Total stock-based compensation expense $ 14,677 $ 9,089 $ 15,057 As of December 31, 2018, total stock-based compensation expense related to unvested stock options to be recognized in future periods was $35.4 million, which is expected to be expensed over a weighted-average period of 2.68 years. As of December 31, 2018, total stock-based compensation expense related to unvested RSUs to be recognized in future periods was $4.1 million, which is expected to be expensed over a weighted-average period of 2.18 years. There was no capitalized stock-based employee compensation expense as of either December 31, 2018, 2017 or 2016. Valuation Assumptions Employee stock-based compensation expense was determined using the Black-Scholes option valuation model. Option valuation models require the input of subjective assumptions and these assumptions can vary over time. The Company bases its determination of expected volatility through its assessment of the historical volatility of its common stock. The Company relied on its historical exercise and post-vested termination activity for estimating its expected term for use in determining the fair value of these options. The weighted-average estimated fair value per share of options granted during 2018, 2017 and 2016 was $11.39, $4.10, and $3.14, respectively, based upon the assumptions used in the Black-Scholes valuation model. The assumptions used for estimating the fair value of the employee stock options are as follows: Year Ended December 31, 2018 2017 2016 Risk-free interest rate 2.53-2.96% 1.81-2.28% 1.13-1.61% Expected life of option (in years) 5.59-5.61 5.73-5.83 5.28-5.29 Expected dividend yield of stock 0 % 0 % 0 % Expected volatility 0.72-0.75 0.71-0.72 0.68-0.70 Employees purchased approximately 328,710, 253,994 and 202,711 shares of common stock through the ESPP at an average exercise price of $4.51, $3.22, and $4.04 per share during 2018, 2017 and 2016, respectively. The weighted-average estimated fair value of shares purchased under the Company’s ESPP during 2018, 2017 and 2016 were $7.07, $2.37 and $2.27, respectively, based upon the assumptions used in the Black-Scholes valuation model. The weighted–average assumptions used for estimating the fair value of the ESPP purchase rights are as follows: Year Ended December 31, 2018 2017 2016 Risk-free interest rate 2.16-2.80% 0.44-0.76% 0.41-0.80% Expected life of option (in years) 0.5-2 0.5-2.0 0.5-2.0 Expected dividend yield of stock 0 % 0 % 0 % Expected volatility 0.73-0.83 0.66-0.82 0.71-0.76 |
Major Customers, Partnerships a
Major Customers, Partnerships and Strategic Alliances | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Major Customers, Partnerships and Strategic Alliances | NOTE 5 – MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES Collaboration Agreements Kite Pharma, Inc. In February 2018, the Company entered into a collaboration and license agreement with Kite, for the research, development and commercialization of potential engineered cell therapies for cancer. Kite will be responsible for all clinical development and commercialization of any resulting products. The Kite agreement became effective on April 5, 2018 when the waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions were completed. Subject to the terms of this agreement, the Company granted Kite an exclusive, royalty-bearing, worldwide, sublicensable license, under the Company’s relevant patents and know-how, to develop, manufacture and commercialize, for the purpose of treating cancer, specific cell therapy products that may result from the research program and that are engineered ex vivo using selected zinc finger nucleases (“ZFNs”) and adeno-associated viral vectors (“AAVs”) developed under the research program, to express chimeric antigen receptors (“CARs”), T-cell receptors (“TCRs”) or NK-cell receptors (“NKRs”) directed to candidate targets. During the research program term and subject to certain exceptions, except pursuant to this agreement, the Company is prohibited from researching, developing, manufacturing and commercializing, for the purpose of treating cancer, any cell therapy product that, as a result of ex vivo Following the effective date, in April 2018, the Company received a $150.0 million upfront payment from Kite. In addition, Kite will reimburse the Company’s direct costs to conduct service under the joint research program provisions of the agreement, and Kite will be responsible for all subsequent development, manufacturing and commercialization of any licensed products. Sangamo is also eligible to receive contingent development- and sales-based milestone payments that could total up to $3.01 billion if all of the specified milestones set forth in this agreement are achieved. Of this amount, approximately $1.26 billion relates to the achievement of specified research, clinical development, regulatory and first commercial sale milestones, and approximately $1.75 billion relates to the achievement of specified sales-based milestones if annual worldwide net sales of licensed products reach specified levels. Each development- and sales-based milestone payment is payable (i) only once for each licensed product, regardless of the number of times that the associated milestone event is achieved by such licensed product, and (ii) only for the first ten times that the associated milestone event is achieved, regardless of the number of licensed products that may achieve such milestone event. In addition, the Company will be entitled to receive escalating, tiered royalty payments with a percentage in the single digits based on potential future annual worldwide net sales of licensed products. These royalty payments will be subject to reduction due to patent expiration, entry of biosimilar products to the market and payments made under certain licenses for third-party intellectual property. The initial research term of the agreement is six years. Kite has an option to extend the research term for up to two additional one-year periods for a separate fee of $10.0 million per year. All contingent payments under the agreement, when earned, will be non-refundable and non-creditable. The Company concluded t he transaction price under this agreement is $185.9 million and includes the upfront license fee of $150.0 million and $35.9 million estimated reimbursable service costs for identified research projects over the estimated performance period. Further the Company concluded estimated fees for the presumed exercise of the research term extension options and all milestone amounts are fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including the fact that achievement of the milestones at this time is uncertain and contingent upon future periods when the uncertainty related to the variable consideration is resolved. The Company will re-evaluate the transaction price, including the estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur. None of the have been included in transaction price. Kite has the right to terminate this agreement, in its entirety or on a per licensed product or per candidate target basis, for any reason after a specified notice period. Each party has the right to terminate this agreement on account of the other party’s bankruptcy or material, uncured breach. The Company has identified the primary performance obligations within the Kite agreement as a license to the technology and on-going services. The Company concluded that the license is not discrete as it does not have stand-alone value to Kite apart from the services to be performed by the Company pursuant to the agreement. As a result, the Company recognizes revenue from the upfront payment on a straight-line basis through June 2024, the estimated period the Company will perform research services. The estimated period of performance and project cost is reviewed quarterly and adjusted, as needed, to reflect the Company’s current assumptions regarding the timing of its deliverables. As of December 31, 2018, the Company had deferred revenue of $131.5 million related to this agreement. During the year ended December 31, 2018 the Company recognized revenue of approximately $18.5 million related to the upfront fee that was received upon effectiveness of the agreement and approximately $7.0 million from research services. Pfizer Inc. SB-525 Global Collaboration and License Agreement In May 2017, the Company entered into an exclusive, global collaboration and license agreement with Pfizer, pursuant to which it established a collaboration for the research, development and commercialization of SB-525, its gene therapy product candidate for hemophilia A, and closely related products. Under this agreement, the Company is responsible for conducting the Phase 1/2 clinical trial and certain manufacturing activities for SB-525, while Pfizer is responsible for subsequent worldwide development, manufacturing, marketing and commercialization of SB-525. Sangamo may also collaborate in the research and development of additional AAV-based gene therapy products for hemophilia A. The Company received an upfront fee of $70.0 million and is eligible to receive development milestone payments contingent on the achievement of specified clinical development, intellectual property, regulatory and first commercial sale milestones for SB-525 and potentially other products. In addition, Sangamo is eligible to receive up to $208.5 million in payments upon the achievement of specified clinical development, intellectual property and regulatory milestones and up to $266.5 million in payments upon first commercial sale milestones for SB-525 and potentially other products. The total amount of potential clinical development, intellectual property, regulatory, and first commercial sale milestone payments, assuming the achievement of all specified milestones in the hemophilia A Pfizer agreement, is up to $475.0 million, which includes up to $300.0 million for SB-525 and up to $175.0 million for other products that may be developed under the agreement, subject to reduction on account of payments made under certain licenses for third party intellectual property. In addition, Pfizer agreed to pay the Company royalties for each potential licensed product developed under the agreement that are an escalating tiered, double-digit percentage of the annual net sales of such product and are subject to reduction due to patent expiration, entry of biosimilar products to the market and payment made under certain licenses for third party intellectual property. To date, no milestone payments have been received and no products have been approved and therefore no royalty fees have been earned under the hemophilia A Pfizer agreement. Sangamo is responsible for internal and external research costs as part of the upfront fee and has the ability to request additional reimbursement from Pfizer if certain conditions are met. None of the clinical or regulatory milestones have been included in the $70.0 million transaction price, as all milestone amounts are fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including the fact that achievement of the milestones at this time is uncertain and contingent upon future periods when the uncertainty related to the variable consideration is resolved. The Company will re-evaluate the transaction price, including its estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur. Subject to the terms of the agreement, the Company granted Pfizer an exclusive, worldwide, royalty-bearing license, with the right to grant sublicenses, to use certain technology controlled by the Company for the purpose of developing, manufacturing and commercializing SB-525 and related products. Pfizer granted the Company a non-exclusive, worldwide, royalty free, fully paid license, with the right to grant sublicenses, to use certain manufacturing technology developed under the agreement and controlled by Pfizer to manufacture the Company’s products that utilize the AAV delivery system. During a specified period, neither the Company nor Pfizer will be permitted to clinically develop or commercialize, outside of the collaboration, certain AAV-based gene therapy products for hemophilia A. Unless earlier terminated, the agreement has a term that continues, on a per product and per country basis, until the later of (i) the expiration of patent claims that cover the product in a country, (ii) the expiration of regulatory exclusivity for a product in a country, and (iii) fifteen years after the first commercial sale of a product in a country. Pfizer has the right to terminate the agreement without cause in its entirety or on a per product or per country basis. The agreement may also be terminated by either party based on an uncured material breach by the other party or the bankruptcy of the other party. Upon termination for any reason, the license granted by the Company to Pfizer to develop, manufacture and commercialize SB-525 and related products will automatically terminate. Upon termination by the Company for cause or by Pfizer in any country or countries, Pfizer will automatically grant the Company an exclusive, royalty-bearing license under certain technology controlled by Pfizer to develop, manufacture and commercialize SB-525 in the terminated country or countries. The Company has identified the performance obligations within the hemophilia A Pfizer agreement as a license to the technology and on-going services. The Company concluded that the license is not discrete as it does not have stand-alone value to Pfizer apart from the services to be performed by the Company pursuant to the agreement. As a result, the Company recognizes revenue from the upfront payment based on proportional performance through 2020, the estimated period the Company will perform research services. The estimated period of performance and project cost is reviewed quarterly and adjusted, as needed, to reflect the Company’s current assumptions regarding the timing of its deliverables. As of December 31, 2018, the Company had deferred revenue of $10.0 million related to this agreement. During the year ended December 31, 2018 and 2017, the Company recognized revenue of $37.8 million and $17.0 million, respectively, related to the upfront fee that was received. C9ORF72 Research Collaboration and License Agreement In December 2017, the Company entered into a separate exclusive, global collaboration and license agreement with Pfizer for the development and commercialization of potential gene therapy products that use ZFP TFs to treat ALS and frontotemporal lobar degeneration (“FTLD”) linked to mutations of the C9ORF72 C9ORF72 The Company received a $12.0 million upfront payment from Pfizer and is eligible to receive up to $60.0 million in development milestone payments from Pfizer contingent on the achievement of specified preclinical development, clinical development and first commercial sale milestones, and up to $90.0 million commercial milestone payments if annual worldwide net sales of the licensed products reach specified levels. In addition, Pfizer will pay the Company royalties based on an escalating tiered, mid- to high-single digit percentage of the annual worldwide net sales of the licensed products. These royalty payments are subject to reduction due to patent expiration, entry of biosimilar products to the market and payments made under certain licenses for third party intellectual property. Each party will be responsible for the cost of its performance of the research program. Pfizer will be operationally and financially responsible for subsequent development, manufacturing and commercialization of the licensed products. None of the clinical or regulatory milestones have been included in the $12.0 million transaction price, as all milestone amounts are fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including the fact that achievement of the milestones at this time is uncertain and contingent upon future periods when the uncertainty related to the variable consideration is resolved. The Company will re-evaluate the transaction price, including is estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur. Subject to the terms of this agreement, the Company granted Pfizer an exclusive, royalty-bearing, worldwide, license under the Company’s relevant patents and know-how to develop, manufacture and commercialize gene therapy products that use resulting ZFP-TFs that satisfy pre-agreed criteria. During a specified period, neither the Company nor Pfizer will be permitted to research, develop, manufacture or commercialize outside of the collaboration any ZFPs that specifically bind to the C9ORF72 Unless earlier terminated, the agreement has a term that continues, on a per licensed product and per country basis, until the later of (i) the expiration of patent claims that cover the licensed product in a country, (ii) the expiration of regulatory exclusivity for a licensed product in a country, and (iii) fifteen years after the first commercial sale of a licensed product in a major market country. Pfizer also has the right to terminate the agreement without cause in its entirety or on a per product or per country basis. The agreement may also be terminated by either party based on an uncured material breach by the other party or the bankruptcy of the other party. The agreement will also terminate if the Company is unable to identify any lead candidates for development within a specified period of time or if Pfizer elects not to advance a lead candidate beyond a certain development milestone within a specified period of time. Upon termination for any reason, the license granted by the Company to Pfizer to develop, manufacture and commercialize licensed products under the agreement will automatically terminate. Upon termination by the Company for cause or by Pfizer without cause for any licensed product or licensed products in any country or countries, the Company will have the right to negotiate with Pfizer to obtain a non-exclusive, royalty-bearing license under certain technology controlled by Pfizer to develop, manufacture and commercialize the licensed product or licensed products in the terminated country or countries. Following termination by the Company for Pfizer’s material breach, Pfizer will not be permitted to research, develop, manufacture or commercialize ZFPs that specifically bind to the C9ORF72 gene for a period of time. Following termination by Pfizer for the Company’s material breach, the Company will not be permitted to research, develop, manufacture or commercialize ZFPs that specifically bind to the C9ORF72 gene for a period of time. The Company has identified the performance obligations within this agreement as a license to the technology and on-going services. The Company concluded that the license is not discrete as it does not have stand-alone value to Pfizer apart from the services to be performed by the Company pursuant to the agreement. As a result, the Company recognizes revenue from the upfront payment based on proportional performance through March 31, 2019 the estimated period the Company will perform research services. The estimated period of performance and project cost is reviewed quarterly and adjusted, as needed, to reflect the Company’s current assumptions regarding the timing of its deliverables. A a a . Bioverativ, a Sanofi Genzyme company. In January 2014, the Company entered into an exclusive worldwide collaboration and license agreement with Bioverativ to develop therapeutics for hemoglobinopathies, focused on beta-thalassemia and sickle cell disease (“SCD”). Under the agreement, the Company is jointly conducting two research programs: the beta-thalassemia program and the SCD program. In the beta-thalassemia program, the Company is responsible for all discovery, research and development activities through the first human clinical trial. In the SCD program, both parties are responsible for research and development activities through the submission of an investigational new drug (“IND”) application for ZFP therapeutics intended to treat SCD. Under both programs, Bioverativ is responsible for subsequent worldwide clinical development, manufacturing and commercialization of licensed products developed under the agreement. At the end of the specified research terms for each program or under certain specified circumstances, Bioverativ has the right to step in and take over any of the Company’s remaining activities. Furthermore, the Company has an option to co-promote in the United States any licensed products to treat beta-thalassemia and SCD developed under the agreement, and Bioverativ will compensate the Company for such co-promotion activities. Subject to the terms of the agreement, the Company has granted Bioverativ an exclusive, royalty-bearing license, with the right to grant sublicenses, to use certain ZFP and other technology controlled by the Company for the purpose of researching, developing, manufacturing and commercializing licensed products developed under the agreement. The Company also granted Bioverativ a non-exclusive, worldwide, royalty-free, fully paid license, with the right to grant sublicenses, under the Company’s interest in certain other intellectual property developed pursuant to the agreement. During the term of the agreement, the Company is not permitted to research, develop, manufacture or commercialize, outside of the agreement, certain gene therapy products that target genes relevant to the licensed products. Under the agreement, the Company received an upfront license fee of $20.0 million and is eligible to receive development and sales milestone payments upon the achievement of specified regulatory, clinical development and sales milestones. In addition, the Company will also be eligible to receive up to $115.8 million in payments upon the achievement of specified clinical development and regulatory milestones, as well as up to $160.5 million in payments upon the achievement of specified sales milestones. The total amount of potential regulatory, clinical development, and sales milestone payments, assuming the achievement of all specified milestones in the agreement, is up to $276.3 million. In addition, the Company will receive royalty payments for each licensed product that are a tiered double-digit percentage of annual net sales of each product. Bioverativ reimburses Sangamo for agreed upon costs incurred in connection with research and development activities conducted by Sangamo. To date, no milestone payments have been received and no products have been approved and therefore no royalty fees have been earned under the Bioverativ agreement. The agreement may be terminated by (i) the Company or Bioverativ for the uncured material breach of the other party, (ii) the Company or Bioverativ for the bankruptcy or other insolvency proceeding of the other party; (iii) Bioverativ, upon 180 days’ advance written notice to the Company and (iv) Bioverativ, for certain safety reasons upon written notice to, and after consultation with, the Company. As a result, actual future milestone payments could be lower than the amounts stated above. All contingent payments under the agreement, when earned, will be non-refundable and non-creditable. The transaction price of $75.7 million includes the upfront license fee of $20.0 million and $55.7 million estimated reimbursable service costs for identified research projects over the estimated performance period, as all milestone amounts are fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including the fact that achievement of the milestones at this time is uncertain and contingent upon future periods when the uncertainty related to the variable consideration is resolved. The Company will re-evaluate the transaction price, including the estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur. None of the clinical or regulatory milestones have been included in transaction price. The Company has identified the performance obligations within this arrangement as a license to the technology and on-going research services activities. The Company concluded that the license is not discrete as it does not have stand-alone value to Bioverativ apart from the research services to be performed pursuant to the agreement. As a result, the Company recognizes revenue from the upfront payment based on proportional performance through 2022, the estimated period the Company will perform research services. The estimated period of performance and project cost is reviewed quarterly and adjusted, as needed, to reflect the Company’s current assumptions regarding the timing of its deliverables. As of December 31, 2018, the Company had deferred revenue of $4.6 million related to this agreement. Revenues recognized under the Bioverativ Agreement for the years ended December 31, 2018, 2017 and 2016 are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Revenue related to Bioverativ agreement: Recognition of upfront fee $ 4,013 $ 1,769 $ 2,321 Research services 9,503 10,489 6,565 Total $ 13,516 $ 12,258 $ 8,886 California Institute for Regenerative Medicine In May 2018, the California Institute for Regenerative Medicine (“CIRM”) granted a Strategic Partnership Award for $8.0 million to fund the clinical studies of a potentially curative ZFP Therapeutic for the treatment of beta-thalassemia based on the application of Sangamo’s ZFN genome editing technology. The grant exists through December 31, 2022 and provides matching funds to support the evaluate ST-400, a gene-edited cell therapy candidate for people with transfusion-dependent beta-thalassemia. As of December 31, 2018, the Company had received $1.7 million under the award. Under the terms of the CIRM grants, the Company is obligated to pay royalties and licensing fees based on a low single digit royalty percentage on net sales of CIRM-funded product candidates or CIRM-funded technology. The Company has the option to decline any and all amounts awarded by CIRM and as an alternative to revenue sharing, the Company has the option to convert the award to a loan. No such election has been made as of the date of the issuance of these financial statements. In the event that the Company terminates a CIRM-funded clinical trial, it will be obligated to repay the remaining CIRM funds on hand, therefore as of December 31, 2018, the $1.8 million, including $0.1 million of interest, related to this award is recorded as a loan in other long-term liabilities on the accompanying consolidated balance sheet Amended Collaboration and License Agreement with Shire International GmbH in Human Therapeutics In January 2012, the Company entered into a collaboration and license agreement with Shire to research, develop and commercialize a ZFP therapeutic for treating Huntington’s disease. The Company received an upfront license fee of $13.0 million. In 2014, Sangamo recognized a $1.0 million milestone payment related to the hemophilia program. Shire does not have any milestone payment obligations, but is required to pay single digit percentage royalties to the Company, up to a specified maximum cap, on the commercial sales of therapeutic products for Huntington’s disease. The Company is required to pay single digit percentage royalties to Shire, up to a specified maximum cap, on commercial sales of therapeutic products from programs returned under the original agreement (which include blood clotting Factors VIII and IX) that use two zinc fingers. Pursuant to the agreement, the Company granted Shire an exclusive, world-wide, royalty-bearing license, with the right to grant sublicenses, to use the Company’s ZFP technology for the purpose of developing and commercializing human therapeutic and diagnostic products for the HTT HTT The Company has concluded that the license is not a separate unit of accounting as it does not have stand-alone value to Shire apart from the research services to be performed pursuant to the Shire agreement. The Company satisfied the deliverables and research services responsibilities within the amended arrangement which were completed in 2017. As a result, the Company recognized the remaining $2.3 million of deferred revenue from the upfront payment during the year ended December 31, 2017. Revenues recognized under the Shire agreement for the years ended December 31, 2018, 2017 and 2016, were $0.0 million, $2.4 million and $3.3 million, respectively. Agreement with Sigma-Aldrich Corporation (Sigma) in Laboratory Research Reagents, Transgenic Animal and Commercial Protein Production Cell-line Engineering In 2007, Sangamo entered into a license agreement with Sigma to provide Sigma with access to Sangamo’s proprietary ZFP technology and the exclusive right to use the technology to develop and commercialize research reagent products and services in the research field, excluding certain agricultural research uses that Sangamo previously licensed to DAS. Sangamo developed laboratory research reagents using its ZFP technology over a three-year research services period. Sangamo has since transferred the ZFP manufacturing technology to Sigma. In October 2009, Sangamo expanded its license agreement with Sigma. In addition to the original terms of the license agreement, Sigma received exclusive rights to develop and distribute ZFP-modified cell lines for commercial production of protein pharmaceuticals and certain ZFP-engineered transgenic animals for commercial applications. Under the terms of the agreement, Sigma made an upfront cash payment of $20.0 million consisting of a $4.9 million purchase of 636,133 shares of Sangamo common stock, valued at $4.9 million, and a $15.1 million upfront license fee. Sangamo is also eligible to receive commercial license fees of $5.0 million based upon a percentage of net sales and sublicensing revenue and thereafter a reduced royalty rate of 10.5% of net sales and sublicensing revenue. In addition, upon the achievement of certain cumulative commercial milestones, Sigma will make milestone payments to Sangamo up to an aggregate of $25.0 million. Sangamo does not have additional ongoing performance obligations under the agreement. Revenues recognized under the agreement with Sigma for the years ended December 31, 2018, 2017 and 2016, were $0.5 million, $0.7 million and $1.3 million, respectively. Agreement with Dow AgroSciences in Plant Agriculture In 2005, Sangamo entered into an exclusive commercial license with The agreement with DAS also provides for minimum sublicense fees each year due to Sangamo every October, provided the agreement is not terminated by DAS. Annual fees range from $250,000 to $3.0 million and total $25.3 million over 11 years unless terminated at any time by DAS. The Company does not have any performance obligations. In the event of any termination of the agreement, all rights to use the Company’s ZFP technology will revert to Sangamo, and DAS will no longer be permitted to practice Sangamo’s ZFP technology or to develop or, except in limited circumstances, commercialize any products derived from the Company’s ZFP technology. Revenues under the agreement with DAS were $3.0 million, $3.0 million, and $5.1 million during 2018, 2017 and 2016, respectively. |
Acquisition of Txcell S.A.
Acquisition of Txcell S.A. | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition of Txcell S.A. | NOTE 6 – ACQUISITION OF TXCELL S.A. On July 20, 2018, Sangamo entered into a SPA with certain shareholders of TxCell S.A., a French société anonyme (“TxCell”), and the Company and TxCell entered into a TOA, pursuant to which the Company agreed to acquire 100% of the equity interests of TxCell. On October 1, 2018 (the “Acquisition Date”), the Company completed the acquisition of 13,519,036 ordinary shares of TxCell (“TxCell Ordinary Shares”), representing approximately 53% of the outstanding share capital and voting rights of TxCell, pursuant to the SPA (the “Block Transaction”). TxCell specializes in developing cellular immunotherapy platforms that use regulator T cells (“Tregs”) to treat severe autoimmune and inflammatory diseases and the Company expects that the acquisition of TxCell will accelerate its entry into the clinic with a CAR-Treg therapy. The Company also entered into arrangements with the holders of approximately 477,000 “free shares” of TxCell pursuant to which the Company has the right to purchase (call option) such shares from the holders thereof and such holders have the right to sell (put option) to the Company such shares from time to time through mid-2021 (the “Free Shares Options”). Of the 477,000 approximately 453,000 are related to vested free shares, with the remaining related to unvested free shares. The purchase price for each such free share acquired by the Company upon exercise of a Free Shares Option will be based on the performance of the Company’s stock price from the announcement of the transactions contemplated by the SPA and TOA through the time of purchase (as of October 1, 2018 (“the Acquisition Date”) the Free Shares Options purchase price was valued at €2.58 per share or approximately $2.99 per share using an exchange rate of $1.16). For example, if the Company’s stock price increases during that time period, the Free Shares Options purchase price per share will proportionately increase. However, if the Company’s stock price decreases the Free Shares Options purchase price is limited to a minimum purchase price of €2.58 per share, subject to certain exceptions. The fair value of the Free Shares Options was estimated to be $0.2 million, based on an option pricing method, and such value is included in the purchase consideration. The fair value of the Free Shares Options will vary based on future changes in the Company’s stock price during the option period with such changes in fair value being recognized in operations. The fair value of the outstanding shares of TxCell, to which the Free Share Options relate, is recorded as a noncontrolling interest (see further details related to noncontrolling interest below). In September 2018, the Company also provided TxCell with a $5.2 million loan (the “TxCell Loan”) that was deemed to be part of the purchase consideration for accounting purposes. The TxCell Loan, together with the cash paid to acquire the TxCell Ordinary Shares, $40.5 million, and the estimated fair value of the Free Shares Options, $0.2 million, comprise the aggregate purchase consideration of $45.9 million, as of the Acquisition Date. Management estimated the fair value of tangible and intangible assets and liabilities in accordance with the applicable accounting guidance for business combinations and utilized the services of third-party valuation consultants. Balances subject to adjustment primarily include the valuations of acquired assets (tangible and intangible), liabilities assumed, as well as tax-related matters. During the measurement period, the Company may record adjustments to the provisional amounts recognized. The Company expects the allocation of the consideration transferred to be final within the measurement period (up to one year from the Acquisition Date). The TxCell Acquisition was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations Fair Value Estimate of Assets Acquired and Liabilities Assumed Under ASC Topic 805, an acquirer recognizes and consolidates assets acquired, liabilities assumed, and any non-controlling interest at 100% of their fair values as of the acquisition date (regardless of the acquirer’s percentage ownership in the acquiree). As goodwill is calculated as a residual, all goodwill of the acquired business, not just the acquirer’s share, is recognized under this “full-goodwill” approach. Recognized goodwill is allocated between the controlling and non-controlling interests. Although this allocation is not presented separately on the acquirer’s balance sheet, it is necessary so that a goodwill impairment charge recognized in a period following the business combination by an acquirer is appropriately allocated between controlling and non-controlling interests. There were no goodwill impairments during 2018 and, as noted below, substantially all of the non-controlling interest on the Acquisition Date was subsequently acquired by the Company and, accordingly, substantially all of the goodwill is allocated to the Company as of December 31, 2018. The following table summarizes the estimated fair value of the net assets acquired as of the Acquisition Date (in thousands): October 1, 2018 Consideration transferred $ 45,911 Fair value of non-controlling interest 35,829 Fair value of TxCell $ 81,740 Cash 4,779 Current assets 2,427 Property and equipment 1,857 IPR&D 55,019 Other assets 155 Current liabilities (9,761 ) Assumed debt liabilities (4,933 ) Deferred tax liability, net (6,798 ) Fair value of net identifiable assets acquired 42,745 Goodwill 38,995 Total fair value of net assets acquired $ 81,740 Consideration Transferred Consideration transferred as of October 1, 2018 consists of the 13,519,036 TxCell Ordinary Shares acquired by the Company on the Acquisition Date of approximately $2.99 per share, the $5.2 million TxCell Loan and approximately $0.2 million for the fair value of the free shares. Noncontrolling Interest The fair value of the non-controlling interest at the Acquisition Date was based on the $2.99 acquisition price per share for the 11,981,867 Ordinary Shares that were not purchased by the Company on the Acquisition Date. On November 1, 2018, pursuant to the TOA, the Company commenced a cash tender offer (the “Offer”) to acquire all of the TxCell Ordinary Shares not held by the Company for the same per share price paid in the Block Transaction. Following the completion of the Offer on November 23, 2018, the Company initiated compulsory squeeze-out procedures applicable to French public companies to acquire the remaining TxCell Ordinary Shares, other than the free shares that were subject to the Free Share Options. Subsequent to the Acquisition Date and through December 31, 2018, the Company acquired 11,528,635 TxCell Ordinary Shares which, when aggregated with the 13,519,036 Ordinary Shares acquired at the Acquisition Date, resulted in the Company owning 98.2% of all TxCell Ordinary Shares as of December 31, 2018. The 11,528,635 shares acquired subsequent to the Acquisition Date were acquired for total consideration of approximately $33.9 million, or $2.94 per share. As of December 31, 2018 the aggregate purchase consideration was approximately $80.4 million through the completion of this purchase, with approximately 453,000 Ordinary Shares (vested free shares), which remain outstanding and are subject to purchase by the Company as noted above, with an estimated fair value of approximately $1.3 million. Non-controlling interest as of December 31, 2018 was as follows (in thousands): Total Non-controlling interest at January 1, 2018 $ — Non-controlling interest at acquisition 35,829 Shares acquired post acquisition (34,516 ) Non-controlling interest of acquired entity 1,313 Foreign currency effect (19 ) Loss attributable to non-controlling interest (555 ) Non-controlling interest at December 31, 2018 $ 739 Intangible Assets Identified intangible assets of $55.0 million primarily relates to IPR&D. The fair value of this asset was determined utilizing a weighted market, cost, and income valuation approach. IPR&D is an intangible asset classified as indefinite-lived until the completion or abandonment of the associated research and development effort, and will be amortized over an estimated useful life to be determined at the date the project is completed. The IPR&D is tested for impairment annually and if the Company concludes the technology is no longer realizable, the asset will be immediately expensed. There was no impairment for the year ended December 31, 2018. Goodwill Goodwill of $39.0 million represents the excess of the fair value of the consideration transferred plus the fair value of the noncontrolling interest in TxCell over the fair value of the assets acquired and liabilities assumed. Goodwill represents the anticipated benefits of using TxCell’s expertise within the emerging fields of Treg and CAR-Treg (which are Tregs genetically modified with a chimeric antigen receptor). The Company tests goodwill for impairment on an annual basis or sooner, if deemed necessary. As of December 31, 2018, there were no changes in the goodwill recorded from the TxCell Acquisition. This goodwill is not deductible for income tax purposes. There was no impairment or the year ended December 31, 2018. Pro Forma Information The following unaudited supplemental pro forma information presents the Company’s financial results as if the TxCell Acquisition had occurred on January 1, 2017. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the TxCell Acquisition been made on January 1, 2017, nor are they indicative of any future results. Year Ended December 31, 2018 2017 (in thousands, except per share amounts) Revenue $ 86,182 $ 39,091 Loss from operations (86,253 ) (68,221 ) Net loss (79,735 ) (66,350 ) Net loss per share, basic (0.82 ) (0.85 ) To complete the purchase transaction, the Company incurred approximately $2.1 million of acquisition costs, which were recognized as general and administrative expense for the year ended December 31, 2018. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | NOTE 7 – PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following (in thousands): December 31 , 2018 2017 Laboratory equipment $ 11,466 $ 7,572 Furniture and fixtures 3,840 1,494 Leasehold improvements 3,640 3,425 Buildings 3,876 3,876 Total 22,822 16,367 Less: accumulated depreciation and amortization (9,310 ) (6,951 ) Construction in progress 65,211 21,650 $ 78,723 $ 31,066 Depreciation and amortization expense was $2.4 million in 2018, $1.5 million in 2017 and $1.0 million in 2016. In 2018 the Company capitalized $2.0 million in interest related to the fair value of the Brisbane building and $41.8 million of construction costs in construction in progress under the build-to-suit lease guidance (see Note 14). In 2017 the Company capitalized $20.9 million related to the fair value of the Brisbane building and $0.3 million of construction costs in construction in progress under the build-to-suit lease guidance. Build-to-suit properties are classified within property and equipment, net, along with a corresponding build-to-suit lease obligation for the same amount. The Brisbane and Point Pinole buildings will depreciate over the period of their lease, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES Sangamo occupies office and laboratory space under operating leases in Richmond, CA. In May 2018, Sangamo amended its lease agreement for its corporate headquarters wherein the lease was extended through August 2026. The Company has three additional properties located in Richmond, CA. This includes two leases, one to occupy approximately 7,700 square feet of research and office space that expires in August 2019, and another to occupy approximately 6,200 square feet of office space that expires in July 2021. Sangamo also has two build-to-suit leases to occupy approximately 41,400 square feet of space in Richmond, CA that expires in December 2021 and approximately 87,700 square feet of space in Brisbane, CA that expires in May 2029. In addition, the Company leases a property in Valbonne, France with approximately 14,036 square feet of research and office space that expires in June 2022. Rent expense related to these lease agreements was $2.3 million, $1.1 million, and $1.0 million for 2018, 2017 and 2016, respectively. Future minimum payments under lease obligations at December 31, 2018 consist of the following (in thousands): Fiscal Year: 2019 $ 3,671 2020 5,950 2021 6,042 2022 5,608 2023 5,649 Thereafter 29,498 Total minimum payments $ 56,418 The Company also has $1.3 million of license obligations related to its intellectual property. Contingencies Sangamo is not party to any material pending legal proceeding. From time to time, Sangamo may be involved in legal proceedings arising in the ordinary course of business. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 9 – STOCKHOLDERS’ EQUITY Preferred Stock The Company has 5,000,000 preferred shares authorized, which may be issued at the discretion of the Company’s Board of Director’s discretion. Common Stock In April 2018, Sangamo completed an underwritten public offering of its common stock, in which the Company sold an aggregate of 14.2 million shares of its common stock at a public offering price of $16.25 per share. The net proceeds to Sangamo from the sale of shares in this offering, after deducting underwriting discounts and commissions and other offering expenses, were approximately $215.8 million. In June 2017, Sangamo completed an underwritten public offering of its common stock, in which the Company sold an aggregate of 11.5 million shares of its common stock at a public offering price of $7.25 per share. The net proceeds to Sangamo from the sale of shares in this offering, after deducting underwriting discounts and commissions and other offering expenses, were approximately $78.1 million. At-the-Market Offering Agreements On December 7, 2016, the Company entered into an “at the market” offering agreement with Cowen and Company, LLC (“Cowen”), pursuant to which the Company may issue and sell from time to time up to $75.0 million of the Company’s common stock through the bank as the sales agent (“ATM Agreement”). In May 2017, the Company entered into an amended and restated sales agreement with Cowen and Company, LLC (“Cowen”) pursuant to which the Company may offer and sell, in its sole discretion, shares of common stock having an aggregate offering price of up to $75.0 million through Cowen acting as the sales agent (the “ATM Facility”). Sales of the Company’s common stock, if any, will be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended. The Company has not sold any common stock under the ATM Facility. As of , 2018, the full Stock Incentive Plan In April 2013, the Company’s Board of Directors adopted, subject to stockholder approval, the Company’s 2013 Stock Incentive Plan (“the 2013 Plan”) as the successor to the Company’s 2004 Stock Incentive Plan (the “2004 Plan”). At the Annual Meeting of Stockholders held on June 12, 2013, the 2013 Plan was approved by the Company’s stockholders and became effective. In connection with the approval by stockholders of the 2013 Plan, outstanding awards under the 2004 Plan were transferred to the 2013 Plan. The 2004 Plan was terminated and no further awards will be made pursuant to the 2004 Plan. Under the 2013 Plan, the exercise price per share of options granted will generally not be less than 100% of the fair value per share of common stock on the grant date, and the option term will not exceed ten years. If the person to whom the option is granted is a 10 percent stockholder, and the option granted qualifies as an Incentive Stock Option Grant, then the exercise price per share will not be less than 110 percent of the fair value per share of common stock on the grant date, and the option term will not exceed five years. Options granted under the 2013 Plan generally vest over four years at a rate of 25% one year from the grant date and one thirty-sixth per month thereafter and expire ten years after the grant, or earlier upon employment termination. Certain options previously granted under the 2004 Plan to the Company’s non-employee directors are structured so that they may be exercised prior to vesting, with the related shares subject to Sangamo’s right to repurchase any shares that have not vested pursuant to the vesting schedule in effect for such award at the exercise price paid if the option holder’s board service terminates. Approximately 14.1 million shares were initially reserved for issuance under the 2013 Plan, including 9.7 million shares of common stock subject to outstanding awards previously granted under the 2004 Plan that were transferred to the 2013 Plan, and an additional 4.4 million shares of common stock. The number of shares of common stock reserved for issuance under the 2013 Plan will be reduced: (i) on a 1-for-1 basis for each share of common stock subject to a stock option or stock appreciation right granted under the plan, (ii) on a 1-for-1 basis for each share of common stock issued pursuant to a full value award granted under the plan prior to the plan effective date, and (iii) by a fixed ratio of 1.33 shares of common stock for each share of common stock issued pursuant to a full-value award granted under the plan on or after the plan effective date. Shares subject to any outstanding options or other awards under the 2013 Plan that expire or otherwise terminate prior to the issuance of the shares subject to those options or awards will be available for subsequent issuance under the 2013 Plan. Any unvested shares issued under the 2013 Plan that the Company subsequently purchases, pursuant to repurchase rights under the 2013 Plan, will be added back to the number of shares reserved for issuance under the 2013 Plan on a 1-for-1 basis or a 1.33-for-1 basis (depending on the ratio at which the share reserve was debited for the original award) and will accordingly be available for subsequent issuance in accordance with the terms of the plan. In June 2015, the Company’s stockholders were asked to vote to approve the amendment and restatement of the Company’s 2013 Plan in order to increase the number of shares in our common stock reserved for issuance over the term of the 2013 Plan by 5,300,000 shares. At the Annual Meeting of Stockholders held on June 22, 2015, the amendment and restatement of the Company’s 2013 Stock Incentive Plan was approved by the Company’s stockholders and became effective. On November 10, 2017, the Compensation committee of the Company’s Board of Directors approved the amendment and restatement of the 2013 Plan, to reserve an additional one million shares of the Company’s common stock to be used exclusively for grants of awards to individuals who were not previously employees or non-employee directors of the Company (or following a bona fide period of non-employment with the Company), as an inducement material to each such individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules, or Rule 5635(c)(4). The 2013 Plan was amended and restated by the Compensation Committee without stockholder approval pursuant to Rule 5635(c)(4). In April 2018, the Compensation Committee of the Company’s Board of Directors approved the Sangamo Therapeutics, Inc. 2018 Equity Incentive Plan (the “2018 Plan”), subject to approval by the Company’s stockholders. The 2018 Plan is the 2013 Plan. The 2018 Plan became effective on June 11, 2018 upon approval at the Company’s Annual Meeting of Stockholders. In connection with the approval of the 2018 Plan, no additional equity awards will be granted under the 2013 Plan, however all outstanding equity awards under the 2013 Plan will continue to be subject to the terms and conditions as set forth in the agreements evidencing such awards and the terms of the 2013 Plan. The exercise price of a stock option granted under the 2018 Plan may not be less than 100% of the fair market value of our common stock subject to the stock option on the date of grant , and the option term will not exceed ten years. If the person to whom the stock option is granted is a 10 percent stockholder of the Company, and the stock option granted qualifies as an Incentive Stock Option Grant, then the exercise price per share will not be less than 110% of the fair market value of the Company’s common stock on the date of grant, and the option term will not exceed five years. Generally, stock options granted under the 2018 Plan vest over four years at a rate of twenty-five percent (25%) on the one-year anniversary of the date of grant and one forty-eighth (1/48) per month thereafter and expire ten years after the date of grant, or earlier upon termination of employment or services to the Company. The number of shares of common stock reserved for issuance under the 2018 Plan will be reduced: (i) on a 1-for-1 basis for each share of common stock subject to a stock option or stock appreciation right granted under the plan, (ii) by a fixed ratio of 1.33 shares of common stock for each share of common stock issued pursuant to a full-value award granted under the plan. Shares subject to any outstanding stock options or other awards under the 2018 Plan that expire or otherwise terminate prior to the issuance of the shares subject to those stock options or awards will be available for subsequent issuance under the 2018 Plan. Any unvested shares issued under the 2018 Plan that the Company subsequently purchases, pursuant to repurchase rights under the 2018 Plan, will be added back to the number of shares reserved for issuance under the 2018 Plan on a 1-for-1 basis or a 1.33-for-1 basis (depending on the ratio at which the share reserve was debited for the original award) and will accordingly be available for subsequent issuance in accordance with the terms of the 2018 Plan. Employee Stock Purchase Plan In June 2018, the Company’s stockholders approved the amendment and restatement of the ESPP. As amended, the ESPP provides a total reserve of 4,600,000 shares of common stock for issuance under the ESPP. Eligible employees may purchase common stock at 85 percent of the lesser of the fair market value of the Company’s common stock on the first day of the applicable two-year offering period or the last day of the applicable six-month purchase period. Stock Option Activity A summary of Sangamo’s stock option activity is as follows: Weighted- Average Weighted-Average Aggregate Number of Exercise per Remaining Intrinsic Shares Share Price Contractual Term Value (In years) (In thousands) Options outstanding at December 31, 2017 8,287,456 $ 7.77 Options granted 3,115,078 $ 17.78 Options exercised (2,028,328 ) $ 7.12 Options canceled (648,114 ) $ 11.15 Options outstanding at December 31, 2018 8,726,092 $ 11.23 7.35 $ 24,468 Options vested and expected to vest at December 31, 2018 8,726,092 $ 11.23 7.35 $ 24,468 Options exercisable at December 31, 2018 3,699,150 $ 8.91 5.39 $ 12,702 Newly created shares are issued upon exercises of options. There were no shares subject to Sangamo’s right of repurchase as of December 31, 2018. The intrinsic value of options exercised was $27.0 million, $12.3 million and $0.1 million during 2018, 2017 and 2016, respectively. At December 31, 2018, the aggregate intrinsic values of outstanding and exercisable options were $24.5 million and $12.7 million, respectively. The aggregate intrinsic value of options vested and expected to vest as of December 31, 2018, 2017 and 2016 was $24.5 million, $71.7 million and $0.0 million, respectively. The following table summarizes information with respect to stock options outstanding at December 31, 2018: Options Outstanding and Exercisable Options Exercisable Number of Number of Shares of Shares of Common Stock Weighted-Average Common Stock subject to Remaining subject to Weighted-Average Range of Exercise Price options Contractual Life options Exercise Price (In years) $2.55 - $3.20 352,920 7.56 91,772 $ 3 $3.50 - $3.50 1,171,546 8.00 520,209 $ 4 $3.55 - $5.70 894,224 5.06 589,511 $ 5 $5.72 - $7.20 915,176 7.42 610,840 $ 7 $7.70 - $9.99 897,995 6.18 566,601 $ 9 $10.16 - $12.72 936,327 6.91 403,714 $ 12 $12.80 - $15.00 1,213,226 6.37 694,173 $ 14 $15.11 -$19.80 758,250 8.74 216,830 $ 16 $20.05 - $20.05 1,003,728 9.06 — $ - $20.85 - $24.95 582,700 9.08 5,500 $ 21 8,726,092 7.35 3,699,150 $ 9 Restricted Stock Units During 2018, 2017 and 2016, the Company awarded 346,055, 12,600, and 60,000 RSUs, respectively. The RSUs awarded in 2018, 2017 and 2016 had an average grant date fair value per award of $17.87, $15.85 and $5.16, respectively. These awards generally vest as follows: one-third of the award will vest in a series of three successive equal annual installments. The aggregate fair value of RSUs vested during 2018, 2017 and 2016 was $0.6 million, $1.2 million and $4.8 million, respectively. A summary of Sangamo’s RSU activity is as follows: Number Weighted-Average of Remaining Aggregate Intrinsic Shares Contractual Term Value (In years) (In thousands) RSUs outstanding at December 31, 2017 80,172 RSUs awarded 346,055 RSUs released (55,592 ) RSUs forfeited (47,934 ) RSUs outstanding at December 31, 2018 322,701 1.25 3,705 RSUs vested and expected to vest at December 31, 2018 322,701 1.25 $ 3,705 RSUs that vested in 2018, 2017 and 2016 were net-share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were approximately 20,193, 42,243, and 165,181 for 2018, 2017 and 2016, respectively, and were based on the value of the RSUs on their respective issuance dates as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to taxing authorities were $0.3 million, $0.7 million and $0.8 million in 2018, 2017 and 2016, respectively and are reflected as a financing activity within the accompanying consolidated statements of cash flows. These net-share settlements had the effect of share repurchases by the Company as they reduced and retired the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company. As of December 31, 2018, there were 9,491,418 shares reserved for future awards under the Company’s 2013 Plan and 3,006,964 shares of common stock reserved for future issuance under the Purchase Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 – INCOME TAXES The domestic and foreign components of loss before income taxes were as follows (in thousands): December 31, 2018 2017 2016 Domestic $ (65,695 ) $ (54,568 ) $ (71,672 ) Foreign (3,194 ) — — Loss before income taxes $ (68,889 ) $ (54,568 ) $ (71,672 ) The benefit for income taxes consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Benefit for income taxes: Current: Federal $ — $ — $ — State — — — Foreign — — — Subtotal — — — Deferred: Federal — — (12 ) State — — (2 ) Foreign — — — Subtotal — — (14 ) Income tax benefit $ — $ — $ (14 ) The difference between the benefit for income taxes and the amount computed by applying the federal statutory income tax rate to loss before taxes is explained Year Ended December 31, 2018 2017 2016 Tax at federal statutory rate $ (14,467 ) $ (18,553 ) $ (24,369 ) State taxes, net (2,849 ) 795 (747 ) Federal rate change — 53,045 — Foreign rate differential (177 ) — — Non-deductible stock-based compensation (2,729 ) 2,120 2,781 Research credits (1,005 ) (869 ) (1,424 ) Change in valuation allowance 20,271 (36,575 ) 23,773 Other 956 37 (28 ) Income tax benefit $ — $ — $ (14 ) Note: (1) For the years ended December 31, 2016 and 2017 the statutory tax rate was 34%. For the year ended December 31, 2018, as a result of Tax Reform, the statutory tax rate was decreased to 21%. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows (in thousands): December 31 , 2018 2017 Assets: Deferred tax assets: Net operating loss carryforwards $ 138,896 $ 91,308 Research and development tax credit carryforwards 16,829 15,147 Stock-based compensation 3,801 3,168 Deferred revenue 3,191 934 Build to suit lease liability 6,400 5,232 Other 604 366 Total deferred tax asset 169,721 116,155 Valuation allowance 158,150 112,833 Net deferred tax assets $ 11,571 $ 3,322 Liabilities: Intangible assets (14,100 ) — Fixed Assets (4,176 ) (3,322 ) Net deferred tax liability (18,276 ) (3,322 ) Total deferred tax liability $ (6,705 ) $ — In October 2018, the Company acquired TxCell incorporated in France. The Company recorded goodwill and intangible assets as part of accounting for the acquisition of TxCell. There is no corresponding tax basis for the goodwill or intangible assets. A portion of the intangible assets acquired were for the use in a particular research and development project IPR&D and are considered indefinite-lived assets with no tax basis. The changes in the fair value of the unrealized gain/loss on securities investment are recorded as a component of accumulated other comprehensive income, net of a provision for income taxes. A valuation allowance is recorded when it is more likely than not that all or some portion of the deferred income tax assets will not be realized. The Company regularly assesses the need for a valuation allowance against its deferred income tax assets by considering both positive and negative evidence related to whether it is more likely than not that the Company’s deferred income tax assets will be realized. In evaluating the Company’s ability to recover its deferred income tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence, including scheduled reversals of deferred income tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. Accordingly, based upon the Company’s analysis of these factors the net deferred tax assets have been substantially offset by a valuation allowance. The valuation allowance increase (decreased) by $45.3 million, $(28.9) million and $23.8 million for the years ended December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018, Sangamo had net operating loss carryforwards for federal and state income tax purposes of approximately $535.0 million and $161.0 million, respectively. If not utilized, the net federal and state operating loss carryforwards will expire in 2018 and 2017, respectively. The Company’s French NOL is $130.0 million which carries over indefinitely. The Company also has federal and state research tax credit carryforwards of $12.2 million and $13.0 million, respectively. The federal research credits began to expire in 2018 while the state research credits have no expiration date. Utilization of the Company’s net operating loss carryforwards and research tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. The annual limitation could result in the expiration of the net operating loss carryforwards and research tax credit carryforwards before utilization. On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act ("Tax Reform") into legislation. The Tax Reform makes significant changes to the U.S. corporate income tax law including, but not limited to, (1) reducing the U.S. federal corporate tax rate to 21% from 35% and (2) requiring a one-time mandatory transition tax on previously deferred foreign earnings of U.S. subsidiaries. Under ASC Topic 740, the effects of changes in tax rates and laws are recognized in the period in which the new legislation is enacted. In the case of U.S. federal income taxes, the enactment date is the date the bill becomes law. In the current year the Company has accounted for additional provisions that impact the Company including but not limited to “global intangible low-taxed income (“GILTI”). The Company has completed an analysis for FDII and GILTI and due to the results of the Company, there is currently no impact for these provisions. In addition, the Company’s GILTI policy election is to treat GILTI as a period cost if and when incurred and does not plan on calculating the deferred impact on GILTI. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) which provides guidance on accounting for the tax effects of the Tax Reform. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Reform enactment date for companies to complete the accounting under ASC Topic 740 for the year ended December 31, 2017. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Reform for which the accounting under ASC Topic 740 is complete. The Company has finished their analysis as of the measurement period closing of December 22, 2018 after application of law changes were reviewed by the Company. There were no subsequent adjustments as the conclusions have remained the same. The Company intends to reinvest the earnings of its non-U.S. subsidiaries in those operations. The Company does not provide for U.S. income taxes on the earnings of foreign subsidiaries because the Company intends to reinvest such earnings offshore indefinitely. However, if these funds were repatriated, the Company would be required to accrue and pay applicable United States taxes (if any) and withholding taxes payable. It is not practicable to estimate the amount of the deferred tax liability associated with the repatriation of cash due to the complexity of its hypothetical calculation. The Company files federal and state income tax returns with varying statutes of limitations. The tax years from 2002 forward remain open to examination due to the carryover of net operating losses or tax credits. The Company also files UK and French income tax returns, and the tax years from 2008 and thereafter remain open in the UK and 2015 and thereafter in France are still subject to examination. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of December 31, 2018, the Company had no accrued interest and/or penalties. The unrecognized tax benefits may change during the next year for items that arise in the ordinary course of business. In the event that any unrecognized tax benefits are recognized, the effective tax rate will not be affected. The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands): December 31, 2018 2017 2016 Beginning balance $ 5,659 $ 5,045 $ 8,330 Additions based on tax positions related to the current year 636 622 1,023 Additions for tax positions of prior years (7 ) (8 ) 27 Reductions for tax positions of prior years — — (4,335 ) Ending balance $ 6,288 $ 5,659 $ 5,045 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | NOTE 11 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consist of the following (in thousands): December 31 , 2018 2017 Accounts payable $ 3,355 $ 16 Accrued research and development expenses 10,999 7,898 Accrued professional fees 1,930 1,318 Deferred rent 204 417 Other 4,969 1,386 Total accounts payable and accrued liabilities $ 21,457 $ 11,035 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | NOTE 12 – EMPLOYEE BENEFIT PLAN The Company sponsors a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code covering all full-time employees (“Sangamo 401(k) Plan”). The Sangamo 401(k) Plan is intended to qualify under Section 401 of the Internal Revenue Code. The Company matched employee contributions equal to 50% for the first 8% in 2018 and 2017 and 6% in 2016, up to a limit of $4,000 in 2018 and 2017, and $3,000 in 2016. Matching funds are fully vested when contributed. Contributions to the Sangamo 401(k) Plan by the Company were $0.8 million, $0.5 million, and $0.3 million for the years ended December 31, 2018, 2017 and 2016, respectively. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | NOTE 13 – QUARTERLY FINANCIAL DATA (UNAUDITED) The following table sets forth certain unaudited quarterly financial data for the eight quarters ended December 31, 2018. The unaudited information set forth below has been prepared on the same basis as the audited information contained herein and includes all adjustments necessary to present fairly the information set forth. The operating results for any quarter are not indicative of results for any future period. All data is in thousands except per share data. 2018 2017 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Revenues $ 12,637 $ 21,416 $ 23,562 $ 26,837 $ 3,425 $ 8,253 $ 11,812 $ 13,077 Expenses 33,634 40,556 39,803 47,609 20,217 21,021 24,847 26,843 Net loss (20,187 ) (16,640 ) (12,843 ) (19,219 ) (16,632 ) (12,491 ) (12,354 ) (13,091 ) Net loss attributable to non-controlling interest — — — (555 ) — — — — Net loss attributable to Sangamo Therapeutics, Inc. (20,187 ) (16,640 ) (12,843 ) (18,664 ) (16,632 ) (12,491 ) (12,354 ) (13,091 ) Basic and Diluted Net loss per share attributable to Sangamo Therapeutics, Inc. (0.23 ) (0.17 ) (0.13 ) (0.18 ) (0.23 ) (0.17 ) (0.15 ) (0.15 ) |
Build-to-Suit Leases
Build-to-Suit Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases Operating [Abstract] | |
Build-to-Suit Leases | NOTE 14 – BUILD-TO-SUIT LEASES Brisbane Build-to-Suit Lease In November 2017, the Company entered into a long-term property lease which includes construction by the lessor of a building with approximately 87,700 square feet of space, in Brisbane, California. Substantial completion of the building is estimated to occur in the first half of 2019. The lease agreement expires in May 2029, approximately ten years after substantial completion of the building. A letter of credit for $3.5 million was established as the deposit and is classified within other non-current assets in the consolidated financial statements. The Company has two options to extend the lease term for up to a combined additional ten years. The Company is deemed, for accounting purposes only, to be the owner of the entire project including the building shell, even though it is not the legal owner as a result of the cold shell condition of the building and involvement in the construction process. In connection with the Company’s accounting for this transaction, the Company capitalized the costs of construction as a build-to-suit property within property and equipment, net, and recognize a corresponding build-to-suit lease obligation, including interest. Fair value of the building was estimated at $20.9 million using comparable market prices per square foot for similar space for public real estate transactions in the surrounding area and is considered a Level 2 fair value measurement. As of December 31, 2018, $2.0 million was capitalized related to interest with a corresponding build-to-suit lease obligation recognized related to this lease for the building and $41.8 million was capitalized related to the construction. Point Pinole Build-to-Suit Lease In December 2015, the Company entered into a long-term property lease which includes construction by the lessor of a building with approximately 41,400 square feet of space, in Richmond, California. Substantial completion of the building was accomplished in December 2016 at which time the lease commenced. Construction was completed on the facility and a portion of the monthly lease payment gets allocated to land rent and recorded as an operating lease expense and the non-interest portion of the amortized lease payments to the landlord related to the rent of the building is applied to reduce the build-to-suit lease obligation. The Company is deemed, for accounting purposes only, to be the owner of the entire project including the building shell, even though it is not the legal owner. In connection with the Company’s accounting for this transaction, the Company capitalized the costs of construction as a build-to-suit property within property and equipment, net, and recognized a corresponding build-to-suit lease obligation for the same amount. As of December 31, 2016, $3.9 million of costs were capitalized in buildings with a corresponding build-to-suit lease obligation recognized related to this lease. In February 2019, the Company terminated the long term property lease, and will account for the termination in accordance with the new lease standard in the first quarter of 2019. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in the consolidated financial statements. |
Business Combinations | Business Combinations The Company accounts for acquisitions in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations |
Cash and Cash Equivalents | Cash and Cash Equivalents Sangamo considers all highly-liquid investments purchased with original maturities of three months or less at the purchase date to be cash equivalents. Cash and cash equivalents consist of deposits in money market investment accounts. |
Marketable Securities | Marketable Securities Sangamo classifies its marketable securities as available-for-sale and records its investments at estimated fair value based on quoted market prices or observable market inputs of almost identical assets, with the unrealized holding gains and losses included in accumulated other comprehensive loss. The Company’s investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market value. Realized gains and losses on available-for-sale securities are included in other income, which is determined using the specific identification method. |
Fair Value Measurements | Fair Value Measurements The carrying amounts for financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short maturities. Marketable securities are stated at their estimated fair values. The counterparties to the agreements relating to the Company’s investment securities consist of the U.S. Treasury, governmental agencies, various major corporations and financial institutions with high credit standing. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets (generally three to five years). For leasehold improvements, amortization is calculated using the straight-line method based on the shorter of the useful life or the lease term. The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. On an ongoing basis, management evaluates its estimates, including critical accounting policies or estimates related to revenue recognition, clinical trial accruals, fair value of assets and liabilities, including from acquisitions, and stock-based compensation. Estimates are based on historical experience and on various other market specific and other relevant assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition Revenues from research activities made under strategic partnering agreements and collaborations are recognized as the services are provided when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. Revenue generated from research and licensing agreements typically includes upfront signing or license fees, cost reimbursements, research services, minimum sublicense fees, milestone payments and royalties on future licensee’s product sales. Effective January 1, 2018, the Company adopted the provisions of ASC Topic 606, Revenue from Contracts with Customers Revenue Recognition The Company’s contract revenues consist of strategic partnering collaboration agreements and research activity grants and licensing. Research and licensing agreements typically include upfront signing or license fees, cost reimbursements, research services, minimum sublicense fees, milestone payments and royalties on future licensee’s product sales. The Company has both fixed and variable consideration. Non-refundable upfront fees and funding of research and development activities are considered fixed, while milestone payments are identified as variable consideration. Sangamo’s research grants are typically multi-year agreements and provide for the reimbursement of qualified expenses for research and development as defined under the terms of the grant agreement. Revenues under grant agreements are recognized when the related qualified research expenses are incurred. Deferred revenue represents the portion of research or license payments received but not earned. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Topic 606. The Company’s performance obligations include license rights, development services, and services associated with regulatory submission and approval processes. Significant management judgment is required to determine the level of effort required under an arrangement and the period over which the Company expects to complete its performance obligations under the arrangement. If the Company cannot reasonably estimate when its performance obligations either are completed or become inconsequential, then revenue recognition is deferred until the Company can reasonably make such estimates. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price of each performance obligation identified in the contract. The Company uses key assumptions to determine the stand-alone selling price, which may include forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success. Funds received from third parties under contract or grant arrangements are recorded as revenue if the Company is deemed to be the principal participant in the arrangements because the activities under the contracts or grants are part of the Company’s development programs. Contract funds received are not refundable and are recognized when the related qualified research and development costs are incurred and there is reasonable assurance that the funds will be received. Funds received in advance are recorded as deferred revenue. During 2018, revenues related to the hemophilia A collaboration agreement with Pfizer Inc. (“Pfizer”) and Kite Pharma, Inc. (“Kite”), a wholly-owned subsidiary of Gilead Sciences, Inc., represented 45% and 30%, respectively, of the Company’s total revenue. During 2017, revenues related to Pfizer and Bioverativ represented 47% and 34%, respectively, of the Company’s total revenue. During 2016 revenue related to Bioverativ, Dow AgroScience, LLC (“DAS”) and Shire International GmbH, a wholly owned subsidiary of Takeda Pharmaceuticals Company Limited (“Shire”) represented 46%, 26%, and 17%, respectively, of total revenue. Receivables from collaborations are typically unsecured and are concentrated in the biopharmaceutical industry. Accordingly, the Company may be exposed to credit risk generally associated with biopharmaceutical companies or specific to its collaboration agreements. To date, the Company has not experienced any losses related to these receivables. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist of direct and research-related allocated overhead costs such as facilities costs, salaries and related personnel costs, and material and supply costs. In addition, research and development expenses include costs related to clinical trials, validation of the Company’s testing processes and procedures as well as related overhead expenses. Research and development costs incurred in connection with collaborator-funded activities are expensed as incurred. Costs to acquire technologies that are utilized in research and development that have no alternative future use are expensed as incurred. |
Stock-based Compensation | Stock-based Compensation The Company measures and recognizes compensation expense for all stock-based payment awards made to Sangamo employees and directors, including employee share options, restricted stock units (“RSUs”) and employee stock purchases related to the Employee 2010 Stock Purchase Plan, as amended (“ESPP”), based on estimated fair values at the award grant date. The fair value of stock-based awards is amortized over the vesting period of the award using a straight-line method. To estimate the fair value of an award, the Company uses the Black-Scholes option pricing model. This model requires inputs such as expected life, expected volatility and risk-free interest rate. These inputs are subjective and generally require significant analysis and judgment to develop. While estimates of expected life and volatility are derived primarily from the Company’s historical data, the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected life assumption. Further, in the first quarter of 2017 the Company adopted Accounting Standards Update (“ASU”) 2016-09 and accounts for forfeitures in the period they occur. The adopted ASU did not have a material impact on the Company’s consolidated financial statements. |
Indefinite-lived Intangible Assets | Indefinite-lived Intangible Assets As part of the acquisition of TxCell S.A (“TxCell”) (see Note 6 – Acquisition of TxCell, S.A ) Intangibles-Goodwill and Other |
In-Process Research and Development | In-Process Research and Development Intangible assets related to in-process research and development costs (“IPR&D”), are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. Prior to completion of the research and development efforts, the assets are considered indefinite-lived. During this period, the assets will not be amortized but will be tested for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate a reduction in the fair value of the IPR&D projects below their respective carrying amounts. During the fourth quarter of 2018, the Company performed an assessment of the qualitative factors affecting the fair value of its IPR&D projects. If the fair value exceeds the carrying value, then there is no impairment. Impairment losses on indefinite-lived intangible assets are recognized based solely on a comparison of the fair value of an asset to its carrying value, without consideration of any recoverability test. The Company has not identified any such impairment losses to date. |
Goodwill | Goodwill Goodwill represents the excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed in a business combination and is considered to be indefinite-lived. Goodwill is not amortized but is tested for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate an impairment of goodwill has occurred. During the fourth quarter of 2018, the Company performed an assessment of the qualitative factors affecting the fair value of its reporting unit and concluded that it was not more likely than not that the fair value of its reporting unit was less than carrying value and that, as a result, it is not more likely than not that goodwill is impaired. Balance as of December 31, 2017 $ 1,585 Goodwill acquired 38,995 Foreign currency translations adjustment (536 ) Balance as of December 31, 2018 $ 40,044 |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s foreign subsidiaries is primarily the Euro. Monetary assets and liabilities denominated in foreign currencies are translated to U.S. dollars using the exchange rates at the balance sheet date. Foreign currency translation adjustments are recorded as a component of Other Comprehensive Income within stockholders’ equity. Revenues and expenses from our foreign subsidiaries are translated using the monthly average exchange rates in effect during the period in which the transactions occur. Foreign currency transaction gains and losses are recorded in Interest and Other Income, net, on our Consolidated Statements of Operations. |
Income Taxes | Income Taxes Income tax expense has been provided using the liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is not more likely than not that the deferred tax assets will be realized. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share has been computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock and potential dilutive securities outstanding during the period. Because Sangamo is in a net loss position, diluted net loss per share excludes the effects of common stock equivalents consisting of options and RSUs, which are all anti-dilutive. All stock options and RSUs outstanding were excluded from the calculation of diluted net loss per share for all periods presented. Stock options and RSUs outstanding at the end of 2018, 2017 and 2016 were 9,048,793, 8,367,628, and 9,578,322, respectively. |
Segments | Segments The Company operates in one segment. Management uses one measure of profitability and does not segregate its business for internal reporting. As of December 31, 2018, substantially all of the Company’s assets were maintained in the United States. As of December 31 2017, all of the Company’s assets were maintained in the United States. For the years ended December 31, 2018, 2017 and 2016, substantially all of the Company’s revenues and operating expenses were generated and incurred in the United States. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers Refer below for a summary of the amount by which each financial statement line item that was affected by the impact of the cumulative adjustment and as compared with the guidance that was in effect prior to the adoption: Impact of Topic 606 Adoption on Consolidated Balance Sheet as of January 1, 2018 (in thousands) As reported under Topic 606 Adjustments Balances without adoption of Topic 606 Deferred revenue, current portion $ 29,626 $ 1,281 $ 28,345 Deferred revenue, noncurrent portion 26,846 (2,398 ) 29,244 Accumulated deficit (494,362 ) 1,117 (495,479 ) Impact of Topic 606 Adoption on Consolidated Balance Sheet as of December 31, 2018 (in thousands) As reported under Topic 606 Adjustments Balances without adoption of Topic 606 Deferred revenue, current portion $ 47,564 $ 15,553 $ 63,117 Deferred revenue, noncurrent portion 108,273 (879 ) 107,394 Accumulated deficit (562,696 ) (14,674 ) (577,370 ) Impact of Topic 606 Adoption on Consolidated Statement of Operations and Comprehensive Loss for the Year Ended December 31, 2018 (in thousands, except per share amounts) As reported under Topic 606 Adjustments Balances without adoption of Topic 606 Collaboration revenue $ 84,065 $ (13,558 ) $ 70,507 Net loss (68,334 ) (13,558 ) (81,892 ) Net loss per share - basic and diluted: (0.70 ) (0.14 ) (0.84 ) Impact of Topic 606 Adoption on Consolidated Statement of Cash Flows for the Year Ended December 31, 2018 (in thousands) As reported under Topic 606 Adjustments Balances without adoption of Topic 606 Net loss $ (68,334 ) $ (13,558 ) $ (81,892 ) Changes in deferred revenue 99,364 13,558 112,922 In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows ( ) The following table provides a reconciliation of cash, cash equivalents, and restricted cash within the consolidated statements of cash flows that sum to the total of the same amounts in the statement of cash flows for the years ended December 31, 2018 and 2017, respectively (in thousands): Year Ended December 31, 2018 2017 Cash and cash equivalents $ 140,418 $ 49,826 Restricted cash 3,500 3,500 Total cash, cash equivalents, and restricted cash $ 143,918 $ 53,326 Not yet adopted In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 In February 2016 the FASB issued ASU 2016-02, Leases The new standard provides a number of optional practical expedients in transition. The Company expects to elect the practical expedients to not reassess its prior conclusions about lease identification under the new standard, to not reassess lease classification, and to not reassess initial direct costs. The Company will not elect the practical expedient allowing the use-of-hindsight which would require the Company to reassess the lease term of its leases based on all facts and circumstances through the effective date and will not elect the practical expedient pertaining to land easements as this is not applicable to the current contract portfolio. The new guidance also provides practical expedients for ongoing lease accounting. The Company expects to elect the recognition exemption for short-term lease for all leases that qualify. Under this exemption, the Company will not recognize right of use (“ROU”) assets or lease liabilities for those leases that qualify as a short-term lease, which includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company also will elect the practical expedient to not separate lease and non-lease components for all equipment and real-estate leases. The Company expects that this standard will have a material effect on the financial statements. While the Company continues to assess the various impacts of adoption, the most significant effects will primarily relate to (1) the recognition of a right-of-use assets and lease liabilities on the balance sheet for the Company’s existing operating leases; (2) the derecognition of existing assets and liabilities for sale-leaseback transactions arising from build-to-suit lease arrangements for which construction is complete and the Company is leasing the constructed asset that currently do not qualify for sale accounting; (3) the derecognition of existing assets and liabilities for certain assets under construction in build-to-suit lease arrangements that the Company will lease when construction is complete; and (4) providing significant new disclosures about leasing activities |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Goodwill | During the fourth quarter of 2018, the Company performed an assessment of the qualitative factors affecting the fair value of its reporting unit and concluded that it was not more likely than not that the fair value of its reporting unit was less than carrying value and that, as a result, it is not more likely than not that goodwill is impaired. Balance as of December 31, 2017 $ 1,585 Goodwill acquired 38,995 Foreign currency translations adjustment (536 ) Balance as of December 31, 2018 $ 40,044 |
Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash within the consolidated statements of cash flows that sum to the total of the same amounts in the statement of cash flows for the years ended December 31, 2018 and 2017, respectively (in thousands): Year Ended December 31, 2018 2017 Cash and cash equivalents $ 140,418 $ 49,826 Restricted cash 3,500 3,500 Total cash, cash equivalents, and restricted cash $ 143,918 $ 53,326 |
Topic 606 [Member] | |
Summary of Financial Statement Line Item Affected Cumulative Adjustment and Compared with Guidance in Effect Prior to Adoption | Refer below for a summary of the amount by which each financial statement line item that was affected by the impact of the cumulative adjustment and as compared with the guidance that was in effect prior to the adoption: Impact of Topic 606 Adoption on Consolidated Balance Sheet as of January 1, 2018 (in thousands) As reported under Topic 606 Adjustments Balances without adoption of Topic 606 Deferred revenue, current portion $ 29,626 $ 1,281 $ 28,345 Deferred revenue, noncurrent portion 26,846 (2,398 ) 29,244 Accumulated deficit (494,362 ) 1,117 (495,479 ) Impact of Topic 606 Adoption on Consolidated Balance Sheet as of December 31, 2018 (in thousands) As reported under Topic 606 Adjustments Balances without adoption of Topic 606 Deferred revenue, current portion $ 47,564 $ 15,553 $ 63,117 Deferred revenue, noncurrent portion 108,273 (879 ) 107,394 Accumulated deficit (562,696 ) (14,674 ) (577,370 ) Impact of Topic 606 Adoption on Consolidated Statement of Operations and Comprehensive Loss for the Year Ended December 31, 2018 (in thousands, except per share amounts) As reported under Topic 606 Adjustments Balances without adoption of Topic 606 Collaboration revenue $ 84,065 $ (13,558 ) $ 70,507 Net loss (68,334 ) (13,558 ) (81,892 ) Net loss per share - basic and diluted: (0.70 ) (0.14 ) (0.84 ) Impact of Topic 606 Adoption on Consolidated Statement of Cash Flows for the Year Ended December 31, 2018 (in thousands) As reported under Topic 606 Adjustments Balances without adoption of Topic 606 Net loss $ (68,334 ) $ (13,558 ) $ (81,892 ) Changes in deferred revenue 99,364 13,558 112,922 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements of Cash Equivalents, Available-for-Sale Securities and Free Share Liability | The fair value measurements of cash equivalents, available-for-sale securities and the free share liability are identified at the following levels within the fair value hierarchy (in thousands): December 31, 2018 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 103,291 $ 103,291 $ — $ — Total 103,291 103,291 — — Marketable securities: Commercial paper securities 177,224 — 177,224 — Corporate debt securities 63,870 — 63,870 — U.S. government-sponsored entity debt securities 18,621 — 18,621 — Total 259,715 — 259,715 — Total cash equivalents and marketable securities $ 363,006 $ 103,291 $ 259,715 — Liabilities: Free share liability $ 154 — — $ 154 Total $ 154 — — $ 154 December 31, 2017 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 24,290 $ 24,290 $ — $ — Commercial paper securities 4,595 — 4,595 — Total 28,885 24,290 4,595 — Marketable securities: Commercial paper securities 110,247 — 110,247 — Corporate debt securities 75,755 — 75,755 — U.S. government-sponsored entity debt securities 8,492 — 8,492 — Total 194,494 — 194,494 — Total cash equivalents and marketable securities $ 223,379 $ 24,290 $ 199,089 $ - |
Summary of Estimated Fair Value of Free Share Liability Assumptions | The assumptions used in this simulation model are reviewed each reporting period and adjusted, as needed, with any change in estimated fair value recorded on the Company’s consolidated statements of operations. Free Shares Liability assumptions: December 31, 2018 Sangamo Stock Price (USD) 11.48 TxCell Stock Price (EUR) 2.58 EUR/ USD Exchange Rate 0.873 Sangamo Stock Price (USD) Volatility Estimate 79.90% TxCell Stock Price (EUR) Volatility Estimate 8.59% EUR/ USD Exchange Rate Volatility Estimate 7.66% Risk Free Rate Varies by expected exercise date |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Cash Equivalents and Available-for-Sale Securities | The table below summarizes the Company’s cash equivalents and available-for-sale securities (in thousands): Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains (Losses) Fair Value December 31, 2018 Cash equivalents: Money market funds $ 103,291 $ — $ — $ 103,291 Total 103,291 — — 103,291 Available-for-sale securities: Commercial paper securities 177,353 — (129 ) 177,224 Corporate debt securities 63,981 — (111 ) 63,870 U.S. government-sponsored entity debt securities 18,640 — (19 ) 18,621 Total 259,974 — (259 ) 259,715 Total cash equivalents and available-for-sale securities $ 363,265 $ — $ (259 ) $ 363,006 December 31, 2017 Cash equivalents: Money market funds $ 24,290 $ — $ — $ 24,290 Commercial paper securities 4,595 — — 4,595 Total 28,885 — — 28,885 Available-for-sale securities: Commercial paper securities 110,365 — (118 ) 110,247 Corporate debt securities 75,886 — (131 ) 75,755 U.S. government-sponsored entity debt securities 8,498 — (6 ) 8,492 Total 194,749 — (255 ) 194,494 Total cash equivalents and available-for-sale securities $ 223,634 — $ (255 ) $ 223,379 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation Expense | The following table shows total stock-based compensation expense recognized in the accompanying consolidated statements of operations (in thousands): Year Ended December 31, 2018 2017 2016 Research and development $ 8,249 $ 5,031 $ 6,463 General and administrative 6,428 4,058 8,594 Total stock-based compensation expense $ 14,677 $ 9,089 $ 15,057 |
Assumptions Used for Estimating Fair Value of Employee Stock Options | The assumptions used for estimating the fair value of the employee stock options are as follows: Year Ended December 31, 2018 2017 2016 Risk-free interest rate 2.53-2.96% 1.81-2.28% 1.13-1.61% Expected life of option (in years) 5.59-5.61 5.73-5.83 5.28-5.29 Expected dividend yield of stock 0 % 0 % 0 % Expected volatility 0.72-0.75 0.71-0.72 0.68-0.70 |
Weighted-Average Assumptions Used for Estimating Fair Value of ESPP Purchase Rights | The weighted–average assumptions used for estimating the fair value of the ESPP purchase rights are as follows: Year Ended December 31, 2018 2017 2016 Risk-free interest rate 2.16-2.80% 0.44-0.76% 0.41-0.80% Expected life of option (in years) 0.5-2 0.5-2.0 0.5-2.0 Expected dividend yield of stock 0 % 0 % 0 % Expected volatility 0.73-0.83 0.66-0.82 0.71-0.76 |
Major Customers, Partnerships_2
Major Customers, Partnerships and Strategic Alliances (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Bioverativ Inc [Member] | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Revenues Recognized under Agreement | Revenues recognized under the Bioverativ Agreement for the years ended December 31, 2018, 2017 and 2016 are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Revenue related to Bioverativ agreement: Recognition of upfront fee $ 4,013 $ 1,769 $ 2,321 Research services 9,503 10,489 6,565 Total $ 13,516 $ 12,258 $ 8,886 |
Acquisition of Txcell S.A. (Tab
Acquisition of Txcell S.A. (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Summary of Estimated Fair Value of Net Assets Acquired | The following table summarizes the estimated fair value of the net assets acquired as of the Acquisition Date (in thousands): October 1, 2018 Consideration transferred $ 45,911 Fair value of non-controlling interest 35,829 Fair value of TxCell $ 81,740 Cash 4,779 Current assets 2,427 Property and equipment 1,857 IPR&D 55,019 Other assets 155 Current liabilities (9,761 ) Assumed debt liabilities (4,933 ) Deferred tax liability, net (6,798 ) Fair value of net identifiable assets acquired 42,745 Goodwill 38,995 Total fair value of net assets acquired $ 81,740 |
Summary of Non-controlling Interest | Non-controlling interest as of December 31, 2018 was as follows (in thousands): Total Non-controlling interest at January 1, 2018 $ — Non-controlling interest at acquisition 35,829 Shares acquired post acquisition (34,516 ) Non-controlling interest of acquired entity 1,313 Foreign currency effect (19 ) Loss attributable to non-controlling interest (555 ) Non-controlling interest at December 31, 2018 $ 739 |
Summary of Unaudited Supplemental Pro Forma Information | The following unaudited supplemental pro forma information presents the Company’s financial results as if the TxCell Acquisition had occurred on January 1, 2017. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the TxCell Acquisition been made on January 1, 2017, nor are they indicative of any future results. Year Ended December 31, 2018 2017 (in thousands, except per share amounts) Revenue $ 86,182 $ 39,091 Loss from operations (86,253 ) (68,221 ) Net loss (79,735 ) (66,350 ) Net loss per share, basic (0.82 ) (0.85 ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consist of the following (in thousands): December 31 , 2018 2017 Laboratory equipment $ 11,466 $ 7,572 Furniture and fixtures 3,840 1,494 Leasehold improvements 3,640 3,425 Buildings 3,876 3,876 Total 22,822 16,367 Less: accumulated depreciation and amortization (9,310 ) (6,951 ) Construction in progress 65,211 21,650 $ 78,723 $ 31,066 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Payments under Contractual Obligations | Future minimum payments under lease obligations at December 31, 2018 consist of the following (in thousands): Fiscal Year: 2019 $ 3,671 2020 5,950 2021 6,042 2022 5,608 2023 5,649 Thereafter 29,498 Total minimum payments $ 56,418 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of Sangamo’s stock option activity is as follows: Weighted- Average Weighted-Average Aggregate Number of Exercise per Remaining Intrinsic Shares Share Price Contractual Term Value (In years) (In thousands) Options outstanding at December 31, 2017 8,287,456 $ 7.77 Options granted 3,115,078 $ 17.78 Options exercised (2,028,328 ) $ 7.12 Options canceled (648,114 ) $ 11.15 Options outstanding at December 31, 2018 8,726,092 $ 11.23 7.35 $ 24,468 Options vested and expected to vest at December 31, 2018 8,726,092 $ 11.23 7.35 $ 24,468 Options exercisable at December 31, 2018 3,699,150 $ 8.91 5.39 $ 12,702 |
Summary of Stock Options Outstanding | The following table summarizes information with respect to stock options outstanding at December 31, 2018: Options Outstanding and Exercisable Options Exercisable Number of Number of Shares of Shares of Common Stock Weighted-Average Common Stock subject to Remaining subject to Weighted-Average Range of Exercise Price options Contractual Life options Exercise Price (In years) $2.55 - $3.20 352,920 7.56 91,772 $ 3 $3.50 - $3.50 1,171,546 8.00 520,209 $ 4 $3.55 - $5.70 894,224 5.06 589,511 $ 5 $5.72 - $7.20 915,176 7.42 610,840 $ 7 $7.70 - $9.99 897,995 6.18 566,601 $ 9 $10.16 - $12.72 936,327 6.91 403,714 $ 12 $12.80 - $15.00 1,213,226 6.37 694,173 $ 14 $15.11 -$19.80 758,250 8.74 216,830 $ 16 $20.05 - $20.05 1,003,728 9.06 — $ - $20.85 - $24.95 582,700 9.08 5,500 $ 21 8,726,092 7.35 3,699,150 $ 9 |
Summary of Restricted Stock Unit Activity | A summary of Sangamo’s RSU activity is as follows: Number Weighted-Average of Remaining Aggregate Intrinsic Shares Contractual Term Value (In years) (In thousands) RSUs outstanding at December 31, 2017 80,172 RSUs awarded 346,055 RSUs released (55,592 ) RSUs forfeited (47,934 ) RSUs outstanding at December 31, 2018 322,701 1.25 3,705 RSUs vested and expected to vest at December 31, 2018 322,701 1.25 $ 3,705 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Summary of Domestic and Foreign Components of Loss Before Income Taxes | The domestic and foreign components of loss before income taxes were as follows (in thousands): December 31, 2018 2017 2016 Domestic $ (65,695 ) $ (54,568 ) $ (71,672 ) Foreign (3,194 ) — — Loss before income taxes $ (68,889 ) $ (54,568 ) $ (71,672 ) |
Summary of Benefit for Income Taxes | The benefit for income taxes consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Benefit for income taxes: Current: Federal $ — $ — $ — State — — — Foreign — — — Subtotal — — — Deferred: Federal — — (12 ) State — — (2 ) Foreign — — — Subtotal — — (14 ) Income tax benefit $ — $ — $ (14 ) |
Schedule of Difference Between Benefit for Income Taxes and Federal Statutory Income Tax Rate | The difference between the benefit for income taxes and the amount computed by applying the federal statutory income tax rate to loss before taxes is explained Year Ended December 31, 2018 2017 2016 Tax at federal statutory rate $ (14,467 ) $ (18,553 ) $ (24,369 ) State taxes, net (2,849 ) 795 (747 ) Federal rate change — 53,045 — Foreign rate differential (177 ) — — Non-deductible stock-based compensation (2,729 ) 2,120 2,781 Research credits (1,005 ) (869 ) (1,424 ) Change in valuation allowance 20,271 (36,575 ) 23,773 Other 956 37 (28 ) Income tax benefit $ — $ — $ (14 ) Note: (1) For the years ended December 31, 2016 and 2017 the statutory tax rate was 34%. For the year ended December 31, 2018, as a result of Tax Reform, the statutory tax rate was decreased to 21%. |
Schedule of Company's Deferred Tax Assets | Significant components of the Company’s deferred tax assets are as follows (in thousands): December 31 , 2018 2017 Assets: Deferred tax assets: Net operating loss carryforwards $ 138,896 $ 91,308 Research and development tax credit carryforwards 16,829 15,147 Stock-based compensation 3,801 3,168 Deferred revenue 3,191 934 Build to suit lease liability 6,400 5,232 Other 604 366 Total deferred tax asset 169,721 116,155 Valuation allowance 158,150 112,833 Net deferred tax assets $ 11,571 $ 3,322 Liabilities: Intangible assets (14,100 ) — Fixed Assets (4,176 ) (3,322 ) Net deferred tax liability (18,276 ) (3,322 ) Total deferred tax liability $ (6,705 ) $ — |
Summary of Activity Related to Company's Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands): December 31, 2018 2017 2016 Beginning balance $ 5,659 $ 5,045 $ 8,330 Additions based on tax positions related to the current year 636 622 1,023 Additions for tax positions of prior years (7 ) (8 ) 27 Reductions for tax positions of prior years — — (4,335 ) Ending balance $ 6,288 $ 5,659 $ 5,045 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consist of the following (in thousands): December 31 , 2018 2017 Accounts payable $ 3,355 $ 16 Accrued research and development expenses 10,999 7,898 Accrued professional fees 1,930 1,318 Deferred rent 204 417 Other 4,969 1,386 Total accounts payable and accrued liabilities $ 21,457 $ 11,035 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Data | The following table sets forth certain unaudited quarterly financial data for the eight quarters ended December 31, 2018. 2018 2017 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Revenues $ 12,637 $ 21,416 $ 23,562 $ 26,837 $ 3,425 $ 8,253 $ 11,812 $ 13,077 Expenses 33,634 40,556 39,803 47,609 20,217 21,021 24,847 26,843 Net loss (20,187 ) (16,640 ) (12,843 ) (19,219 ) (16,632 ) (12,491 ) (12,354 ) (13,091 ) Net loss attributable to non-controlling interest — — — (555 ) — — — — Net loss attributable to Sangamo Therapeutics, Inc. (20,187 ) (16,640 ) (12,843 ) (18,664 ) (16,632 ) (12,491 ) (12,354 ) (13,091 ) Basic and Diluted Net loss per share attributable to Sangamo Therapeutics, Inc. (0.23 ) (0.17 ) (0.13 ) (0.18 ) (0.23 ) (0.17 ) (0.15 ) (0.15 ) |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($)Segmentsshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)$ / sharesshares | Jan. 01, 2018USD ($) | |
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Liquid investments purchased with original maturities | three months or less | |||
Percentage of likelihood of indefinite lived intangible assets being impaired | 50.00% | |||
Percentage of likelihood of income tax examination favourable settlement being realized | 50.00% | |||
Stock options and RSUs outstanding | shares | 9,048,793 | 8,367,628 | 9,578,322 | |
Number of operating segments | Segments | 1 | |||
Accumulated deficit | $ (562,696) | $ (495,479) | ||
Restricted cash | 3,500 | $ 3,500 | ||
Brisbane Build-to-Suit Lease [Member] | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Restricted cash | 3,500 | |||
ASU No. 2014-09 [Member] | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Accumulated deficit | $ (494,362) | |||
ASU No. 2014-09 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Accumulated deficit | $ (14,674) | 1,117 | ||
ASU 2016-18 [Member] | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Restricted cash balance | $ 3,500 | |||
Bioverativ Inc [Member] | Customer Concentration Risk [Member] | Total revenues [Member] | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Percentage of revenues | 34.00% | 46.00% | ||
Bioverativ Inc [Member] | Collaboration Contract Performance Period | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Increase in basic net loss per share | $ / shares | $ 0.06 | |||
Decrease in revenues | $ 4,300 | |||
Pfizer [Member] | Customer Concentration Risk [Member] | Total revenues [Member] | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Percentage of revenues | 45.00% | 47.00% | ||
Kite Pharma, Inc. ("Kite") [Member] | Customer Concentration Risk [Member] | Total revenues [Member] | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Percentage of revenues | 30.00% | |||
Dow Agro Sciences [Member] | Customer Concentration Risk [Member] | Total revenues [Member] | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Percentage of revenues | 26.00% | |||
Shire AG [Member] | Customer Concentration Risk [Member] | Total revenues [Member] | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Percentage of revenues | 17.00% | |||
Minimum [Member] | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Estimated useful lives of related assets | 3 years | |||
Maximum [Member] | ||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||
Estimated useful lives of related assets | 5 years |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Schedule of Goodwill (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance as of December 31, 2017 | $ 1,585 |
Goodwill acquired | 38,995 |
Foreign currency translations adjustment | (536) |
Balance as of December 31, 2018 | $ 40,044 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Deferred revenue, current portion | $ 47,564 | $ 28,345 | |
Deferred revenue, noncurrent portion | 108,273 | 29,244 | |
Accumulated deficit | (562,696) | $ (495,479) | |
Topic 606 [Member] | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Deferred revenue, current portion | $ 29,626 | ||
Deferred revenue, noncurrent portion | 26,846 | ||
Accumulated deficit | (494,362) | ||
Adjustments [Member] | Topic 606 [Member] | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Deferred revenue, current portion | 15,553 | 1,281 | |
Deferred revenue, noncurrent portion | (879) | (2,398) | |
Accumulated deficit | (14,674) | 1,117 | |
Balances without adoption of Topic 606 [Member] | Topic 606 [Member] | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Deferred revenue, current portion | 63,117 | 28,345 | |
Deferred revenue, noncurrent portion | 107,394 | 29,244 | |
Accumulated deficit | $ (577,370) | $ (495,479) |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Consolidated Statement of Operations and Comprehensive Loss (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenues | $ 26,837 | $ 23,562 | $ 21,416 | $ 12,637 | $ 13,077 | $ 11,812 | $ 8,253 | $ 3,425 | $ 84,452 | $ 36,567 | $ 19,389 |
Net loss | $ (18,664) | $ (12,843) | $ (16,640) | $ (20,187) | $ (13,091) | $ (12,354) | $ (12,491) | $ (16,632) | $ (68,334) | $ (54,568) | $ (71,658) |
Net loss per share - basic and diluted: | $ (0.18) | $ (0.13) | $ (0.17) | $ (0.23) | $ (0.15) | $ (0.15) | $ (0.17) | $ (0.23) | $ (0.70) | $ (0.70) | $ (1.02) |
Adjustments [Member] | Topic 606 [Member] | |||||||||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Net loss | $ (13,558) | ||||||||||
Net loss per share - basic and diluted: | $ (0.14) | ||||||||||
Balances without adoption of Topic 606 [Member] | Topic 606 [Member] | |||||||||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Net loss | $ (81,892) | ||||||||||
Net loss per share - basic and diluted: | $ (0.84) | ||||||||||
Collaboration Agreements [Member] | |||||||||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenues | $ 84,065 | $ 35,960 | $ 18,881 | ||||||||
Collaboration Agreements [Member] | Adjustments [Member] | Topic 606 [Member] | |||||||||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenues | (13,558) | ||||||||||
Collaboration Agreements [Member] | Balances without adoption of Topic 606 [Member] | Topic 606 [Member] | |||||||||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenues | $ 70,507 |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Consolidated Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization and Summary of Significant Accounting Policies [Line Items] | |||||||||||
Net loss | $ (18,664) | $ (12,843) | $ (16,640) | $ (20,187) | $ (13,091) | $ (12,354) | $ (12,491) | $ (16,632) | $ (68,334) | $ (54,568) | $ (71,658) |
Changes in deferred revenue | 99,364 | $ 48,984 | $ (5,214) | ||||||||
Adjustments [Member] | Topic 606 [Member] | |||||||||||
Organization and Summary of Significant Accounting Policies [Line Items] | |||||||||||
Net loss | (13,558) | ||||||||||
Changes in deferred revenue | 13,558 | ||||||||||
Balances without adoption of Topic 606 [Member] | Topic 606 [Member] | |||||||||||
Organization and Summary of Significant Accounting Policies [Line Items] | |||||||||||
Net loss | (81,892) | ||||||||||
Changes in deferred revenue | $ 112,922 |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 140,418 | $ 49,826 |
Restricted cash | 3,500 | 3,500 |
Total cash, cash equivalents, and restricted cash | $ 143,918 | $ 53,326 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Fair Value Measurements of Cash Equivalents, Available-for-Sale Securities and Free Share Liability (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | $ 259,715 | $ 194,494 |
Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 103,291 | 24,290 |
Commercial paper securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 4,595 | |
Total marketable securities | 177,224 | 110,247 |
Corporate debt securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | 63,870 | 75,755 |
U.S. government sponsored entity debt securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | 18,621 | 8,492 |
Fair value on recurring basis [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 103,291 | 28,885 |
Total marketable securities | 259,715 | 194,494 |
Total cash equivalents and marketable securities | 363,006 | 223,379 |
Total liabilities | 154 | |
Fair value on recurring basis [Member] | Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 103,291 | 24,290 |
Fair value on recurring basis [Member] | Commercial paper securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 4,595 | |
Total marketable securities | 177,224 | 110,247 |
Fair value on recurring basis [Member] | Free Share Liability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 154 | |
Fair value on recurring basis [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 103,291 | 24,290 |
Total cash equivalents and marketable securities | 103,291 | 24,290 |
Fair value on recurring basis [Member] | Level 1 [Member] | Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 103,291 | 24,290 |
Fair value on recurring basis [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 4,595 | |
Total marketable securities | 259,715 | 194,494 |
Total cash equivalents and marketable securities | 259,715 | 199,089 |
Fair value on recurring basis [Member] | Level 2 [Member] | Commercial paper securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 4,595 | |
Total marketable securities | 177,224 | 110,247 |
Fair value on recurring basis [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 154 | |
Fair value on recurring basis [Member] | Level 3 [Member] | Free Share Liability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 154 | |
Fair value on recurring basis [Member] | Corporate debt securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | 63,870 | 75,755 |
Fair value on recurring basis [Member] | Corporate debt securities [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | 63,870 | 75,755 |
Fair value on recurring basis [Member] | U.S. government sponsored entity debt securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | 18,621 | 8,492 |
Fair value on recurring basis [Member] | U.S. government sponsored entity debt securities [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | $ 18,621 | $ 8,492 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) | Oct. 01, 2018$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2018€ / shares | Oct. 01, 2018€ / sharesshares |
Schedule Of Available For Sale Securities [Line Items] | ||||
Number of free shares held by the holders | 477,000,000 | 477,000,000 | ||
TxCell S.A. [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Free shares options purchase price per share | (per share) | $ 2.99 | $ 2.94 | € 2.58 | |
TxCell S.A. [Member] | Share Purchase Agreement and Tender Offer Agreement [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Number of free shares held by the holders | 477,000 | 477,000 | ||
Free shares options purchase price per share | (per share) | $ 2.99 | € 2.58 | ||
Exchange rate on purchase price | 1.16 | |||
Changes in fair value of free share liability | $ | $ 0 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Estimated Fair Value of Free Share Liability Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2018$ / shares | Dec. 31, 2018€ / shares | Oct. 01, 2018$ / shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Stock Price (USD) | $ 11.48 | ||
EUR/ USD Exchange Rate | 0.873 | 0.873 | |
Stock Price Volatility Estimate [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Volatility Estimate | 79.90 | 79.90 | |
Exchange Rate Volatility Estimate [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Volatility Estimate | 7.66 | 7.66 | |
Risk Free Rate [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Risk Free Rate | Varies by expected exercise date | ||
TxCell S.A. [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Stock Price (EUR) | (per share) | $ 2.94 | € 2.58 | $ 2.99 |
TxCell S.A. [Member] | Stock Price Volatility Estimate [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Volatility Estimate | 8.59 | 8.59 |
Marketable Securities - Summary
Marketable Securities - Summary of Cash Equivalents and Available-for-Sale Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cash equivalents, Amortized Cost | $ 140,418 | $ 49,826 |
Available-for-sale securities, Amortized Cost | 259,974 | 194,749 |
Available-for-sale securities, Gross Unrealized (Losses) | (259) | (255) |
Available-for-sale securities, Estimated Fair Value | 259,715 | 194,494 |
Total cash equivalents and available-for-sale securities, Amortized Cost | 363,265 | 223,634 |
Total cash equivalents and available-for-sale securities, Gross Unrealized (Losses) | (259) | (255) |
Total cash equivalents and available-for-sale securities, Estimated Fair Value | 363,006 | 223,379 |
Money market funds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash equivalents, Amortized Cost | 103,291 | 24,290 |
Cash equivalents, Estimated Fair Value | 103,291 | 24,290 |
Commercial paper securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash equivalents, Amortized Cost | 4,595 | |
Cash equivalents, Estimated Fair Value | 4,595 | |
Available-for-sale securities, Amortized Cost | 177,353 | 110,365 |
Available-for-sale securities, Gross Unrealized (Losses) | (129) | (118) |
Available-for-sale securities, Estimated Fair Value | 177,224 | 110,247 |
Cash equivalents [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash equivalents, Amortized Cost | 103,291 | 28,885 |
Cash equivalents, Estimated Fair Value | 103,291 | 28,885 |
Corporate debt securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, Amortized Cost | 63,981 | 75,886 |
Available-for-sale securities, Gross Unrealized (Losses) | (111) | (131) |
Available-for-sale securities, Estimated Fair Value | 63,870 | 75,755 |
U.S. government sponsored entity debt securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, Amortized Cost | 18,640 | 8,498 |
Available-for-sale securities, Gross Unrealized (Losses) | (19) | (6) |
Available-for-sale securities, Estimated Fair Value | $ 18,621 | $ 8,492 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Investments Debt And Equity Securities [Abstract] | |||
Investments maturity period | 1 year | ||
Realized losses from the sale of available-for-sale securities | $ 0 | $ 0 | $ 0 |
Investments other-than-temporarily impaired | $ 0 | $ 0 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 14,677 | $ 9,089 | $ 15,057 |
Research and development [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 8,249 | 5,031 | 6,463 |
General and administrative [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 6,428 | $ 4,058 | $ 8,594 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total compensation cost related to unvested stock options and RSU | $ 35,400,000 | ||
Weighted-average period of unvested stock options and RSU | 2 years 8 months 4 days | ||
Capitalized stock-based employee compensation expense | $ 0 | $ 0 | $ 0 |
Weighted-average estimated fair value per share of options granted | $ 11.39 | $ 4.10 | $ 3.14 |
Issuance of common stock under employee stock purchase plan, shares | 328,710 | 253,994 | 202,711 |
Stock issued under employee stock purchase plans, average exercise price | $ 4.51 | $ 3.22 | $ 4.04 |
Weighted-average estimated fair value of shares purchased under ESPP plan | $ 7.07 | $ 2.37 | $ 2.27 |
Restricted Stock Units (RSUs) [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total compensation cost related to unvested stock options and RSU | $ 4,100,000 | ||
Weighted-average period of unvested stock options and RSU | 2 years 2 months 4 days |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Used for Estimating Fair Value of Employee Stock Options (Detail) - Employee Stock Options [Member] | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected dividend yield of stock | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 2.53% | 1.81% | 1.13% |
Expected life of option (in years) | 5 years 7 months 2 days | 5 years 8 months 23 days | 5 years 3 months 10 days |
Expected volatility | 0.72% | 0.71% | 0.68% |
Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 2.96% | 2.28% | 1.61% |
Expected life of option (in years) | 5 years 7 months 9 days | 5 years 9 months 29 days | 5 years 3 months 14 days |
Expected volatility | 0.75% | 0.72% | 0.70% |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions Used for Estimating Fair Value of ESPP Purchased Rights (Detail) - 2010 Employee Stock Purchase Plan [Member] | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected dividend yield of stock | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 2.16% | 0.44% | 0.41% |
Expected life of option (in years) | 6 months | 6 months | 6 months |
Expected volatility | 0.73% | 0.66% | 0.71% |
Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 2.80% | 0.76% | 0.80% |
Expected life of option (in years) | 2 years | 2 years | 2 years |
Expected volatility | 0.83% | 0.82% | 0.76% |
Major Customers, Partnerships_3
Major Customers, Partnerships and Strategic Alliances - Additional Information (Detail) | Apr. 05, 2018USD ($) | May 31, 2018USD ($) | Apr. 30, 2018USD ($) | Feb. 28, 2018 | Dec. 31, 2017USD ($) | May 31, 2017USD ($) | Jan. 31, 2014USD ($)Program | Jan. 31, 2012USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)ProductMilestone | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2014USD ($) |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Revenues | $ 26,837,000 | $ 23,562,000 | $ 21,416,000 | $ 12,637,000 | $ 13,077,000 | $ 11,812,000 | $ 8,253,000 | $ 3,425,000 | $ 84,452,000 | $ 36,567,000 | $ 19,389,000 | |||||||||
Number of research programs | Program | 2 | |||||||||||||||||||
Other long-term liabilities | 1,960,000 | 1,960,000 | ||||||||||||||||||
Collaboration Agreements [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Revenues | 84,065,000 | 35,960,000 | 18,881,000 | |||||||||||||||||
Research Grants [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Revenues | 387,000 | 607,000 | 508,000 | |||||||||||||||||
California Institute for Regenerative Medicine ("CIRM") [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Funds due under the agreement | $ 8,000,000 | |||||||||||||||||||
Other long-term liabilities | 1,800,000 | 1,800,000 | ||||||||||||||||||
Interest payable | $ 100,000 | 100,000 | ||||||||||||||||||
California Institute for Regenerative Medicine ("CIRM") [Member] | Research Grants [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Revenues | $ 1,700,000 | |||||||||||||||||||
Kite Pharma, Inc. ("Kite") [Member] | Collaboration and License Agreement [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Collaboration waiting period under HSR expiration date at which time agreement became effective | Apr. 5, 2018 | |||||||||||||||||||
Milestone payments received | $ 150,000,000 | |||||||||||||||||||
Initial research term of agreement | 6 years | |||||||||||||||||||
Research agreement term | an option to extend the research term for up to two additional one-year periods for a separate fee of $10.0 million per year. | |||||||||||||||||||
Lease agreement, extendable lease term | 2 years | 2 years | ||||||||||||||||||
Separate fee for additional term | $ 10,000,000 | |||||||||||||||||||
Collaborative arrangement transaction price | 185,900,000 | |||||||||||||||||||
Revenues under agreement | 150,000,000 | |||||||||||||||||||
Collaborative arrangement estimated reimbursable service costs | 35,900,000 | |||||||||||||||||||
Deferred revenue | $ 131,500,000 | 131,500,000 | ||||||||||||||||||
Kite Pharma, Inc. ("Kite") [Member] | Collaboration and License Agreement [Member] | Collaboration Agreements [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Revenues | 18,500,000 | |||||||||||||||||||
Kite Pharma, Inc. ("Kite") [Member] | Collaboration and License Agreement [Member] | Research Services [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Revenues | 7,000,000 | |||||||||||||||||||
Kite Pharma, Inc. ("Kite") [Member] | Collaboration and License Agreement [Member] | Maximum [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Development and sales-based milestone payments to be received | $ 3,010,000,000 | |||||||||||||||||||
Kite Pharma, Inc. ("Kite") [Member] | Collaboration and License Agreement [Member] | Achievement of Specified Research, Clinical Development, Regulatory and First Commercial Sale Milestones [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Contingent development - and sales-based milestone payments to be received | 1,260,000,000 | |||||||||||||||||||
Kite Pharma, Inc. ("Kite") [Member] | Collaboration and License Agreement [Member] | Achievement of Specified Sales-based Milestones if Annual Worldwide Net Sales of Licensed Products Reach Specified Levels [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Contingent development - and sales-based milestone payments to be received | $ 1,750,000,000 | |||||||||||||||||||
Pfizer [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Milestone payments received | 0 | |||||||||||||||||||
Revenues under agreement | $ 70,000,000 | |||||||||||||||||||
Deferred revenue | 10,000,000 | $ 10,000,000 | ||||||||||||||||||
Number of products approved | Product | 0 | |||||||||||||||||||
Pfizer [Member] | Collaboration Agreements [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Revenues | $ 37,800,000 | 17,000,000 | ||||||||||||||||||
Pfizer [Member] | SB-525 [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Number of milestones included in transaction price | Milestone | 0 | |||||||||||||||||||
Pfizer [Member] | Royalty Revenues [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Revenues | $ 0 | |||||||||||||||||||
Pfizer [Member] | C9ORF72 [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Revenues under agreement | $ 12,000,000 | |||||||||||||||||||
Deferred revenue | 9,800,000 | 9,800,000 | ||||||||||||||||||
Revenues | $ 2,200,000 | |||||||||||||||||||
Number of milestones included in transaction price | Milestone | 0 | |||||||||||||||||||
Pfizer [Member] | Maximum [Member] | SB-525 [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Potential amount to be funded for achievement of specified commercialized and sales milestones | 266,500,000 | |||||||||||||||||||
Milestone revenue receivable | 300,000,000 | |||||||||||||||||||
Pfizer [Member] | Maximum [Member] | Other Products [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Milestone revenue receivable | 175,000,000 | |||||||||||||||||||
Pfizer [Member] | Achievement of Specified Clinical Development Intellectual Property and Regulatory Milestones | Maximum [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Development and sales-based milestone payments to be received | 208,500,000 | |||||||||||||||||||
Pfizer [Member] | Achievement of First Commercial Sale Milestones | Maximum [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Development and sales-based milestone payments to be received | $ 475,000,000 | |||||||||||||||||||
Pfizer [Member] | Achievement of Specified Preclinical Development Clinical Development and First Commercial Sale Milestones | Maximum [Member] | C9ORF72 [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Development and sales-based milestone payments to be received | 60,000,000 | |||||||||||||||||||
Pfizer [Member] | Achievement of Commercial Milestones | Maximum [Member] | C9ORF72 [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Development and sales-based milestone payments to be received | 90,000,000 | |||||||||||||||||||
Bioverativ Inc [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Milestone payments received | $ 0 | |||||||||||||||||||
Revenues under agreement | $ 20,000,000 | |||||||||||||||||||
Revenues | $ 13,516,000 | 12,258,000 | 8,886,000 | |||||||||||||||||
Number of products approved | Product | 0 | |||||||||||||||||||
Bioverativ Inc [Member] | Collaboration Agreements [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Revenues | $ 4,013,000 | 1,769,000 | 2,321,000 | |||||||||||||||||
Bioverativ Inc [Member] | Research Services [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Revenues | 9,503,000 | 10,489,000 | 6,565,000 | |||||||||||||||||
Bioverativ Inc [Member] | Collaboration and License Agreement [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Collaborative arrangement transaction price | 75,700,000 | |||||||||||||||||||
Revenues under agreement | 20,000,000 | |||||||||||||||||||
Collaborative arrangement estimated reimbursable service costs | 55,700,000 | |||||||||||||||||||
Deferred revenue | $ 4,600,000 | $ 4,600,000 | ||||||||||||||||||
Number of milestones included in transaction price | Milestone | 0 | |||||||||||||||||||
Bioverativ Inc [Member] | Collaboration and License Agreement [Member] | Royalty Revenues [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Revenues | $ 0 | |||||||||||||||||||
Bioverativ Inc [Member] | Collaboration and License Agreement [Member] | Maximum [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Development and sales-based milestone payments to be received | 276,300,000 | |||||||||||||||||||
Bioverativ Inc [Member] | Collaboration and License Agreement [Member] | Achievement Of Specified Clinical Development And Regulatory Milestones [Member] | Maximum [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Development and sales-based milestone payments to be received | 115,800,000 | |||||||||||||||||||
Bioverativ Inc [Member] | Collaboration and License Agreement [Member] | Achievement of Specified Sales Milestones [Member] | Maximum [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Development and sales-based milestone payments to be received | $ 160,500,000 | |||||||||||||||||||
Shire AG [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Revenues | $ 0 | 2,400,000 | $ 3,300,000 | |||||||||||||||||
Shire AG [Member] | Collaboration and License Agreement [Member] | ||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||
Revenues under agreement | $ 13,000,000 | |||||||||||||||||||
Deferred revenue | $ 2,300,000 | $ 2,300,000 | $ 2,300,000 | |||||||||||||||||
Recognition of milestone | $ 1,000,000 |
Major Customers, Partnerships_4
Major Customers, Partnerships and Strategic Alliances - Revenues Recognized under Agreement (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | |||||||||||
Total | $ 26,837 | $ 23,562 | $ 21,416 | $ 12,637 | $ 13,077 | $ 11,812 | $ 8,253 | $ 3,425 | $ 84,452 | $ 36,567 | $ 19,389 |
Collaboration Agreements [Member] | |||||||||||
Revenues: | |||||||||||
Total | 84,065 | 35,960 | 18,881 | ||||||||
Bioverativ Inc [Member] | |||||||||||
Revenues: | |||||||||||
Total | 13,516 | 12,258 | 8,886 | ||||||||
Bioverativ Inc [Member] | Collaboration Agreements [Member] | |||||||||||
Revenues: | |||||||||||
Total | 4,013 | 1,769 | 2,321 | ||||||||
Bioverativ Inc [Member] | Research Services [Member] | |||||||||||
Revenues: | |||||||||||
Total | $ 9,503 | $ 10,489 | $ 6,565 |
Major Customers, Partnerships_5
Major Customers, Partnerships and Strategic Alliances - Agreement with Sigma-Aldrich Corporation - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Oct. 31, 2009 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2007 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||
Common stock issued under license agreement | $ 215,758 | $ 81,573 | |||||||||||
Revenues | $ 26,837 | $ 23,562 | $ 21,416 | $ 12,637 | $ 13,077 | $ 11,812 | $ 8,253 | $ 3,425 | 84,452 | 36,567 | $ 19,389 | ||
Sigma-Aldrich Corporation [Member] | |||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||
Developed laboratory research reagents, research services period | 3 years | ||||||||||||
Deferred revenue | $ 20,000 | ||||||||||||
Common stock issued under license agreement | $ 4,900 | ||||||||||||
Public offering, common stock shares issued | 636,133 | ||||||||||||
Reduced royalty rate | 10.50% | ||||||||||||
Development and sales-based milestone payments to be received | $ 25,000 | ||||||||||||
Revenues | $ 500 | 700 | $ 1,300 | ||||||||||
Sigma-Aldrich Corporation [Member] | License agreement terms [Member] | |||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||
Revenues under agreement | $ 5,000 | ||||||||||||
Sigma-Aldrich Corporation [Member] | License Fee Revenues [Member] | |||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||
Deferred revenue | $ 15,100 |
Major Customers, Partnerships_6
Major Customers, Partnerships and Strategic Alliances - Agreement with Dow AgroSciences in Plant Agriculture - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2005 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Revenues | $ 26,837,000 | $ 23,562,000 | $ 21,416,000 | $ 12,637,000 | $ 13,077,000 | $ 11,812,000 | $ 8,253,000 | $ 3,425,000 | $ 84,452,000 | $ 36,567,000 | $ 19,389,000 | |
Dow Agro Sciences [Member] | License agreement terms [Member] | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Research program to develop laboratory research reagents | 3 years | |||||||||||
One-time license fee earned on exercise of option | $ 6,000,000 | |||||||||||
Percentage of royalties to be received from sublicensing | 25.00% | |||||||||||
Previously agreed research, development and commercialization milestone payments, and royalties on sales of products | $ 4,000,000 | |||||||||||
Fee due | $ 25,300,000 | |||||||||||
Minimum license annual fees specific reckoning period | 11 years | |||||||||||
Dow Agro Sciences [Member] | License agreement terms [Member] | Minimum [Member] | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Annual fees | $ 250,000 | |||||||||||
Dow Agro Sciences [Member] | License agreement terms [Member] | Maximum [Member] | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Annual fees | 3,000,000 | |||||||||||
Dow Agro Sciences [Member] | License agreement terms [Member] | Royalty Revenues [Member] | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Revenues | $ 2,300,000 | |||||||||||
Dow Agro Sciences [Member] | License agreement terms [Member] | License Fee Revenues [Member] | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Revenues | $ 3,000,000 | $ 3,000,000 | $ 5,100,000 |
Acquisition of Txcell S.A. - Ad
Acquisition of Txcell S.A. - Additional Information (Detail) | Oct. 01, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018€ / shares | Oct. 01, 2018€ / shares | Jul. 20, 2018 |
Business Acquisition [Line Items] | |||||||||||||||
Number of free shares held by the holders | shares | 477,000,000 | ||||||||||||||
Business Acquisition Number Of Vested Free Shares | shares | 453,000,000 | ||||||||||||||
Revenues | $ 26,837,000 | $ 23,562,000 | $ 21,416,000 | $ 12,637,000 | $ 13,077,000 | $ 11,812,000 | $ 8,253,000 | $ 3,425,000 | $ 84,452,000 | $ 36,567,000 | $ 19,389,000 | ||||
Operating expenses | 47,609,000 | $ 39,803,000 | $ 40,556,000 | $ 33,634,000 | 26,843,000 | $ 24,847,000 | $ 21,021,000 | $ 20,217,000 | 161,602,000 | 92,928,000 | $ 91,948,000 | ||||
Goodwill impairments | 0 | ||||||||||||||
Goodwill | $ 40,044,000 | $ 1,585,000 | 40,044,000 | $ 1,585,000 | |||||||||||
General and Administrative Expense [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition costs | $ 2,100,000 | ||||||||||||||
TxCell S.A. [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | Oct. 1, 2018 | ||||||||||||||
Number of ordinary shares acquired | shares | 13,519,036 | 11,528,635 | |||||||||||||
Percentage of share capital and voting rights acquired | 98.20% | 98.20% | |||||||||||||
Purchase price per share | (per share) | $ 2.99 | $ 2.94 | $ 2.94 | € 2.58 | |||||||||||
Estimated fair value of free shares | $ 200,000 | $ 1,300,000 | |||||||||||||
Loan deemed to be part of purchase consideration | 5,200,000 | ||||||||||||||
Cash paid to ordinary shares acquired | 40,500,000 | ||||||||||||||
Purchase consideration | $ 45,911,000 | $ 33,900,000 | $ 80,400,000 | ||||||||||||
Revenues | 0 | ||||||||||||||
Operating expenses | $ 3,700,000 | ||||||||||||||
Fair value percentage at acquirer recognizes and consolidates assets acquired, liabilities assumed, and any non-controlling interest | 100.00% | ||||||||||||||
Number of shares not purchased by the acquirer | shares | 11,981,867 | ||||||||||||||
Number of remaining outstanding share owned by sellers | shares | 453,000 | 453,000 | |||||||||||||
Goodwill impairment loss | $ 0 | ||||||||||||||
Goodwill | $ 38,995,000 | ||||||||||||||
Changes in goodwill | $ 0 | ||||||||||||||
TxCell S.A. [Member] | IPR&D [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Identified intangible assets | $ 55,000,000 | ||||||||||||||
TxCell S.A. [Member] | SPA and TOA [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of equity interests agreed to acquire | 100.00% | ||||||||||||||
Number of free shares held by the holders | shares | 477,000 | ||||||||||||||
Purchase price per share | (per share) | $ 2.99 | € 2.58 | |||||||||||||
Exchange rate on purchase price | 1.16 | ||||||||||||||
TxCell S.A. [Member] | SPA and TOA [Member] | Minimum [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase price per share | € / shares | € 2.58 | ||||||||||||||
TxCell S.A. [Member] | SPA and TOA [Member] | Option Pricing Method [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Estimated fair value of free shares | $ 200,000 | ||||||||||||||
TxCell S.A. [Member] | SPA [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Number of ordinary shares acquired | shares | 13,519,036 | ||||||||||||||
Percentage of share capital and voting rights acquired | 53.00% |
Acquisition of Txcell S.A. - Su
Acquisition of Txcell S.A. - Summary of Estimated Fair Value of Net Assets Acquired (Detail) - USD ($) $ in Thousands | Oct. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Fair value of non-controlling interest | $ 35,829 | $ 35,829 | ||
Goodwill | 40,044 | 40,044 | $ 1,585 | |
TxCell S.A. [Member] | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 45,911 | $ 33,900 | $ 80,400 | |
Fair value of non-controlling interest | 35,829 | |||
Fair value of TxCell | 81,740 | |||
Cash | 4,779 | |||
Current assets | 2,427 | |||
Property and equipment | 1,857 | |||
IPR&D | 55,019 | |||
Other assets | 155 | |||
Current liabilities | (9,761) | |||
Assumed debt liabilities | (4,933) | |||
Deferred tax liability, net | (6,798) | |||
Fair value of net identifiable assets acquired | 42,745 | |||
Goodwill | 38,995 | |||
Total fair value of net assets acquired | $ 81,740 |
Acquisition of Txcell S.A. - _2
Acquisition of Txcell S.A. - Summary of Non-controlling Interest (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Noncontrolling Interest [Abstract] | ||
Non-controlling interest at acquisition | $ 35,829 | $ 35,829 |
Shares acquired post acquisition | (34,516) | |
Non-controlling interest of acquired entity | 1,313 | |
Foreign currency effect | (19) | |
Net loss attributable to non-controlling interest | (555) | (555) |
Non-controlling interest at December 31, 2018 | $ 739 | $ 739 |
Acquisition of Txcell S.A. - _3
Acquisition of Txcell S.A. - Summary of Unaudited Supplemental Pro Forma Information (Detail) - TxCell S.A. [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||
Revenue | $ 86,182 | $ 39,091 |
Loss from operations | (86,253) | (68,221) |
Net loss | $ (79,735) | $ (66,350) |
Net loss per share, basic | $ (0.82) | $ (0.85) |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 22,822 | $ 16,367 |
Less: accumulated depreciation and amortization | (9,310) | (6,951) |
Property and equipment, net | 78,723 | 31,066 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 11,466 | 7,572 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 3,840 | 1,494 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 3,640 | 3,425 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 3,876 | 3,876 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 65,211 | $ 21,650 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2017 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 2,359 | $ 1,498 | $ 997 | |
Construction in progress [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Costs capitalized | 41,800 | 300 | ||
Brisbane Build-to-Suit Lease [Member] | Building [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Costs capitalized | $ 20,900 | $ 20,900 | ||
Interest capitalized | $ 2,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2017ft² | Dec. 31, 2018USD ($)ft²Property | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Commitments And Contingencies [Line Items] | ||||
Additional property available under lease | Property | 3 | |||
Number of built-to-suit lease properties | Property | 2 | |||
Rent expenses | $ | $ 2.3 | $ 1.1 | $ 1 | |
Intellectual Property [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
License obligations | $ | $ 1.3 | |||
Richmond Build-to-Suit Lease [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Lease expiration date | Dec. 31, 2021 | |||
Property leased | 41,400 | |||
Brisbane Build-to-Suit Lease [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Lease expiration date | May 31, 2029 | |||
Property leased | 87,700 | 87,700 | ||
Valbonne Build-to-suit Lease [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Lease expiration date | Jun. 30, 2022 | |||
Property leased | 14,036 | |||
Operating Lease One [Member] | Research and Office Space [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Area of space leased | 7,700 | |||
Lease expiration date | Aug. 31, 2019 | |||
Operating Lease Two [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Area of space leased | 6,200 | |||
Lease expiration date | Jul. 31, 2021 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Payments under Contractual Obligations (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,019 | $ 3,671 |
2,020 | 5,950 |
2,021 | 6,042 |
2,022 | 5,608 |
2,023 | 5,649 |
Thereafter | 29,498 |
Total minimum payments | $ 56,418 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 22, 2015shares | Apr. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | Dec. 31, 2018USD ($)Installment$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Nov. 10, 2017shares | May 31, 2017USD ($) | Dec. 07, 2016USD ($) |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Preferred shares authorized | 5,000,000 | ||||||||
Net proceeds from issuance of common stock, after deducting offering expenses | $ | $ 215,758 | $ 81,573 | |||||||
Stock option maximum term | 5 years 4 months 20 days | ||||||||
Specified stockholder ownership percentage | 10.00% | ||||||||
Purchase price of common stock percent under stock incentive plans for specified stockholder | 110.00% | ||||||||
Stock option maximum term for specified stockholder | 5 years | ||||||||
Share of common stock subject to a stock option or stock appreciation right | 100.00% | ||||||||
Fixed ratio shares of common stock | 1.33 | ||||||||
Additional equity award | 3,115,078 | ||||||||
Intrinsic value of options exercised | $ | $ 27,000 | 12,300 | $ 100 | ||||||
Options outstanding, Aggregate Intrinsic Value | $ | 24,468 | ||||||||
Options exercisable, Aggregate Intrinsic Value | $ | 12,702 | ||||||||
Options vested and expected to vest, aggregate intrinsic value | $ | $ 24,500 | 71,700 | 0 | ||||||
Restricted stock units awarded | 346,055 | ||||||||
Total payments for the employees' tax obligations to taxing authorities | $ | $ 254 | $ 654 | $ 776 | ||||||
Share-Based Compensation Awards, Tranche 2 [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted vesting percentage | 0.33% | ||||||||
Share-Based Compensation Awards, Tranche 3 [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted vesting percentage | 0.33% | ||||||||
2013 Stock Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percent of fair value per share of common stock on option grant date | 100.00% | ||||||||
Stock options vesting period | 4 years | ||||||||
Stock options expiration term | 10 years | ||||||||
Stock reserved for issuance under plan | 14,100,000 | ||||||||
Additional shares authorized under 2013 stock incentive plan | 5,300,000 | 4,400,000 | |||||||
Shares reserved for issuance of future awards | 9,491,418 | ||||||||
2004 Stock Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock reserved for issuance under plan | 9,700,000 | ||||||||
Amended and Restated 2013 Stock Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock reserved for issuance under plan | 1,000,000 | ||||||||
Additional equity award | 0 | ||||||||
2018 Stock Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percent of fair value per share of common stock on option grant date | 100.00% | ||||||||
Stock options vesting period | 4 years | ||||||||
Stock options expiration term | 10 years | ||||||||
Share of common stock subject to a stock option or stock appreciation right | 100.00% | ||||||||
Fixed ratio shares of common stock | 1.33 | ||||||||
2010 Employee Stock Purchase Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percent of fair value per share of common stock on option grant date | 85.00% | ||||||||
Stock reserved for issuance under plan | 4,600,000 | ||||||||
Purchase plan offering period | 2 years | ||||||||
Purchase plan purchase period | 6 months | ||||||||
Shares reserved for issuance of future awards | 3,006,964 | ||||||||
Maximum [Member] | 2013 Stock Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock option maximum term | 10 years | ||||||||
Maximum [Member] | 2018 Stock Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock option maximum term | 10 years | ||||||||
Employee Stock Options [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares subject to repurchase rights | 0 | ||||||||
Employee Stock Options [Member] | 2013 Stock Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based vesting rights | Options granted under the 2013 Plan generally vest over four years at a rate of 25% one year from the grant date and one thirty-sixth per month thereafter and expire ten years after the grant, or earlier upon employment termination. | ||||||||
Stock options granted vesting percentage | 25.00% | ||||||||
Employee Stock Options [Member] | 2018 Stock Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based vesting rights | Generally, stock options granted under the 2018 Plan vest over four years at a rate of twenty-five percent (25%) on the one-year anniversary of the date of grant and one forty-eighth (1/48) per month thereafter and expire ten years after the date of grant, or earlier upon termination of employment or services to the Company | ||||||||
Stock options granted vesting percentage | 25.00% | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based vesting rights | These awards generally vest as follows: one-third of the award will vest in a series of three successive equal annual installments. | ||||||||
Restricted stock units awarded | 346,055 | 12,600 | 60,000 | ||||||
Grant date fair value per award of restricted stock units | $ / shares | $ 17.87 | $ 15.85 | $ 5.16 | ||||||
Share-based compensation arrangement by share-based payment award, number of vesting installment | Installment | 3 | ||||||||
Aggregate fair value of RSUs vested in period | $ | $ 600 | $ 1,200 | $ 4,800 | ||||||
Shares withheld from issuance in order to pay employee taxes | 20,193 | 42,243 | 165,181 | ||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Compensation Awards, Tranche 1 [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted vesting percentage | 0.33% | ||||||||
ATM Agreement [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock issuable and sellable under offering agreement | $ | $ 75,000 | $ 75,000 | $ 75,000 | ||||||
Common Stock [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total shares issued | 14,200,000 | 11,500,000 | 14,156,500 | 12,371,149 | |||||
Public offering price of common stock issued | $ / shares | $ 16.25 | $ 7.25 | |||||||
Net proceeds from issuance of common stock, after deducting offering expenses | $ | $ 215,800 | $ 78,100 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Options outstanding at December 31, 2017, Number of Shares | shares | 8,287,456 |
Options granted, Number of Shares | shares | 3,115,078 |
Options exercised, Number of Shares | shares | (2,028,328) |
Options canceled, Number of Shares | shares | (648,114) |
Options outstanding at December 31, 2018, Number of Shares | shares | 8,726,092 |
Options vested and expected to vest at December 31, 2018, Number of Shares | shares | 8,726,092 |
Options exercisable at December 31, 2018, Number of Shares | shares | 3,699,150 |
Options outstanding, Weighted-Average Exercise per Share Price, Beginning Balance | $ / shares | $ 7.77 |
Options granted, Weighted-Average Exercise per Share Price | $ / shares | 17.78 |
Options exercised, Weighted-Average Exercise per Share Price | $ / shares | 7.12 |
Options canceled, Weighted-Average Exercise per Share Price | $ / shares | 11.15 |
Options outstanding, Weighted-Average Exercise per Share Price, Ending Balance | $ / shares | 11.23 |
Options vested and expected to vest at December 31, 2018, Weighted-Average Exercise Per Share Price | $ / shares | 11.23 |
Options exercisable at December 31, 2018, Weighted-Average Exercise per Share Price | $ / shares | $ 8.91 |
Options outstanding at December, 31, 2018, Weighted Average Remaining Contractual Term | 7 years 4 months 6 days |
Options vested and expected to vest at December, 31, 2018, Weighted Average Remaining Contractual Term | 7 years 4 months 6 days |
Options exercisable at December, 31, 2018, Weighted Average Remaining Contractual Term | 5 years 4 months 20 days |
Options outstanding at December 31, 2018, Aggregate Intrinsic Value | $ | $ 24,468 |
Options vested and expected to vest at December 31, 2018, Aggregate Intrinsic Value | $ | 24,468 |
Options exercisable at December 31, 2018, Aggregate Intrinsic Value | $ | $ 12,702 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Stock Options Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 8,726,092 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 7 years 4 months 6 days |
Options Exercisable Number of Shares of common stock subject to options | shares | 3,699,150 |
Options Exercisable Weighted Average Exercise Price | $ 9 |
$2.55 – $3.20 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 2.55 |
Upper Range of Exercise Price | $ 3.20 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 352,920 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 7 years 6 months 21 days |
Options Exercisable Number of Shares of common stock subject to options | shares | 91,772 |
Options Exercisable Weighted Average Exercise Price | $ 3 |
$3.50 – $3.50 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 3.50 |
Upper Range of Exercise Price | $ 3.50 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 1,171,546 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 8 years |
Options Exercisable Number of Shares of common stock subject to options | shares | 520,209 |
Options Exercisable Weighted Average Exercise Price | $ 4 |
$3.55 – $5.70 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 3.55 |
Upper Range of Exercise Price | $ 5.70 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 894,224 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 5 years 21 days |
Options Exercisable Number of Shares of common stock subject to options | shares | 589,511 |
Options Exercisable Weighted Average Exercise Price | $ 5 |
$5.72 – $7.20 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 5.72 |
Upper Range of Exercise Price | $ 7.20 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 915,176 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 7 years 5 months 1 day |
Options Exercisable Number of Shares of common stock subject to options | shares | 610,840 |
Options Exercisable Weighted Average Exercise Price | $ 7 |
$7.70 – $9.99 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 7.70 |
Upper Range of Exercise Price | $ 9.99 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 897,995 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 6 years 2 months 4 days |
Options Exercisable Number of Shares of common stock subject to options | shares | 566,601 |
Options Exercisable Weighted Average Exercise Price | $ 9 |
$10.16 – $12.72 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 10.16 |
Upper Range of Exercise Price | $ 12.72 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 936,327 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 6 years 10 months 28 days |
Options Exercisable Number of Shares of common stock subject to options | shares | 403,714 |
Options Exercisable Weighted Average Exercise Price | $ 12 |
$12.80 – $15.00 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 12.80 |
Upper Range of Exercise Price | $ 15 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 1,213,226 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 6 years 4 months 13 days |
Options Exercisable Number of Shares of common stock subject to options | shares | 694,173 |
Options Exercisable Weighted Average Exercise Price | $ 14 |
$15.11 – $19.80 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 15.11 |
Upper Range of Exercise Price | $ 19.80 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 758,250 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 8 years 8 months 26 days |
Options Exercisable Number of Shares of common stock subject to options | shares | 216,830 |
Options Exercisable Weighted Average Exercise Price | $ 16 |
$20.05 – $20.05 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 20.05 |
Upper Range of Exercise Price | $ 20.05 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 1,003,728 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 9 years 21 days |
$20.85 – $24.95 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | $ 20.85 |
Upper Range of Exercise Price | $ 24.95 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 582,700 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 9 years 29 days |
Options Exercisable Number of Shares of common stock subject to options | shares | 5,500 |
Options Exercisable Weighted Average Exercise Price | $ 21 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Restricted Stock Unit Activity (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
RSUs outstanding at December 31, 2017, Number of Shares | 80,172 |
RSUs awarded, Number of Shares | 346,055 |
RSUs released, Number of Shares | (55,592) |
RSUs forfeited, Number of Shares | (47,934) |
RSUs outstanding at December 31, 2018, Number of Shares | 322,701 |
RSUs vested and expected to vest at December 31, 2018, Number of Shares | 322,701 |
RSUs outstanding at December, 31, 2018, Weighted Average Remaining Contractual Term | 1 year 3 months |
RSUs vested and expected to vest at December 31, 2018, Weighted Average Remaining Contractual Term | 1 year 3 months |
RSUs outstanding at December 31, 2018, Aggregate Intrinsic Value | $ | $ 3,705 |
RSUs vested and expected to vest at December 31, 2018, Aggregate Intrinsic Value | $ | $ 3,705 |
Income Taxes - Summary of Domes
Income Taxes - Summary of Domestic and Foreign Components of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (65,695) | $ (54,568) | $ (71,672) |
Foreign | (3,194) | ||
Loss before income taxes | $ (68,889) | $ (54,568) | $ (71,672) |
Income Taxes - Summary of Benef
Income Taxes - Summary of Benefit for Income Taxes (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Deferred: | |
Federal | $ (12) |
State | (2) |
Subtotal | (14) |
Income tax benefit | $ (14) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | |||
Federal statutory income tax rate | 21.00% | 34.00% | 34.00% |
Increase (decrease) in deferred tax assets valuation allowance | $ 45,300,000 | $ (28,900,000) | $ 23,800,000 |
Deferred tax assets, net operating loss carryforwards for federal | 535,000,000 | ||
Deferred tax assets, net operating loss carryforwards for state | 161,000,000 | ||
Federal research tax credit carryforwards | 12,200,000 | ||
State research tax credit carryforwards | $ 13,000,000 | ||
Tax credit carryforward, expiration year | 2,018 | ||
Accrued interest and/or penalties | $ 0 | ||
French [Member] | |||
Income Taxes [Line Items] | |||
Deferred tax assets, net operating loss carryforwards for foreign | $ 130,000,000 | ||
State [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards, expiration year | 2,018 | ||
Federal [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards, expiration year | 2,017 | ||
Maximum [Member] | |||
Income Taxes [Line Items] | |||
Federal statutory income tax rate | 21.00% | 35.00% |
Income Taxes - Schedule of Diff
Income Taxes - Schedule of Difference Between Benefit for Income Taxes and Federal Statutory Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory rate | $ (14,467) | $ (18,553) | $ (24,369) |
State taxes, net | (2,849) | 795 | (747) |
Federal rate change | 53,045 | ||
Foreign rate differential | (177) | ||
Non-deductible stock-based compensation | (2,729) | 2,120 | 2,781 |
Research credits | (1,005) | (869) | (1,424) |
Change in valuation allowance | 20,271 | (36,575) | 23,773 |
Other | $ 956 | $ 37 | (28) |
Income tax benefit | $ (14) |
Income Taxes - Schedule of Di_2
Income Taxes - Schedule of Difference Between Benefit for Income Taxes and Federal Statutory Income Tax Rate (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax rate | 21.00% | 34.00% | 34.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Company's Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 138,896 | $ 91,308 |
Research and development tax credit carryforwards | 16,829 | 15,147 |
Stock-based compensation | 3,801 | 3,168 |
Deferred revenue | 3,191 | 934 |
Build to suit lease liability | 6,400 | 5,232 |
Other | 604 | 366 |
Total deferred tax asset | 169,721 | 116,155 |
Valuation allowance | 158,150 | 112,833 |
Net deferred tax assets | 11,571 | 3,322 |
Liabilities: | ||
Intangible assets | (14,100) | |
Fixed Assets | (4,176) | (3,322) |
Net deferred tax liability | (18,276) | $ (3,322) |
Total deferred tax liability | $ (6,705) |
Income Taxes - Summary of Activ
Income Taxes - Summary of Activity Related to Company's Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 5,659 | $ 5,045 | $ 8,330 |
Additions based on tax positions related to the current year | 636 | 622 | 1,023 |
Additions for tax positions of prior years | (7) | (8) | 27 |
Reductions for tax positions of prior years | (4,335) | ||
Ending balance | $ 6,288 | $ 5,659 | $ 5,045 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Summary of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accounts payable | $ 3,355 | $ 16 |
Accrued research and development expenses | 10,999 | 7,898 |
Accrued professional fees | 1,930 | 1,318 |
Deferred rent | 204 | 417 |
Other | 4,969 | 1,386 |
Total accounts payable and accrued liabilities | $ 21,457 | $ 11,035 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |||
Defined contribution plan name | “Sangamo 401(k) Plan” | ||
Defined contribution plan, employer's matching contribution percent | 50.00% | 50.00% | 50.00% |
Percentage of employer matching contribution to employee contribution | 8.00% | 8.00% | 6.00% |
Maximum percentage limit of employee contributions | 8.00% | 8.00% | 6.00% |
Defined contribution plan, maximum employer's contribution per employee | $ 4,000 | $ 4,000 | $ 3,000 |
Aggregate employer's contributions to defined contribution plan | $ 800,000 | $ 500,000 | $ 300,000 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - Summary of Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenues | $ 26,837 | $ 23,562 | $ 21,416 | $ 12,637 | $ 13,077 | $ 11,812 | $ 8,253 | $ 3,425 | $ 84,452 | $ 36,567 | $ 19,389 |
Expenses | 47,609 | 39,803 | 40,556 | 33,634 | 26,843 | 24,847 | 21,021 | 20,217 | 161,602 | 92,928 | 91,948 |
Net loss | (19,219) | (12,843) | (16,640) | (20,187) | (13,091) | (12,354) | (12,491) | (16,632) | (68,889) | (54,568) | (71,658) |
Net loss attributable to non-controlling interest | (555) | (555) | |||||||||
Net loss | $ (18,664) | $ (12,843) | $ (16,640) | $ (20,187) | $ (13,091) | $ (12,354) | $ (12,491) | $ (16,632) | $ (68,334) | $ (54,568) | $ (71,658) |
Basic and diluted net loss per share attributable to Sangamo Therapeutics, Inc. stockholders | $ (0.18) | $ (0.13) | $ (0.17) | $ (0.23) | $ (0.15) | $ (0.15) | $ (0.17) | $ (0.23) | $ (0.70) | $ (0.70) | $ (1.02) |
Build-to-Suit Leases - Addition
Build-to-Suit Leases - Additional Information (Detail) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2017USD ($)ft²Option | Dec. 31, 2015ft² | Dec. 31, 2018USD ($)ft² | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Construction in Progress [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Costs capitalized | $ 41.8 | $ 0.3 | |||
Brisbane Build-to-Suit Lease [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Property leased | ft² | 87,700 | 87,700 | |||
Lease expiration date | May 31, 2029 | ||||
Operating lease expiration period | 10 years | ||||
Number of lease term extension options | Option | 2 | ||||
Letter of credit | $ 3.5 | ||||
Brisbane Build-to-Suit Lease [Member] | Building [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Costs capitalized | $ 20.9 | $ 20.9 | |||
Interest capitalized | $ 2 | ||||
Brisbane Build-to-Suit Lease [Member] | Maximum [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Lease agreement, extendable lease term | 10 years | ||||
Point Pinole Build-to-Suit Lease [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Property leased | ft² | 41,400 | ||||
Costs capitalized | $ 3.9 |