Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 17, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 000-30171 | ||
Entity Registrant Name | SANGAMO THERAPEUTICS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 68-0359556 | ||
Entity Address, Address Line One | 7000 Marina Blvd. | ||
Entity Address, City or Town | Brisbane | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94005 | ||
City Area Code | 510 | ||
Local Phone Number | 970-6000 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | SGMO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 632,920,753 | ||
Entity Common Stock, Shares Outstanding | 168,483,317 | ||
Documents Incorporated by Reference | Certain information required by Part III, Items 10-14 of this Form 10-K is incorporated by reference to the registrant’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K, provided that if such Proxy Statement is not filed within such period, such information will be included in an amendment to this Form 10-K to be filed within such 120-day period . | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001001233 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | ERNST & YOUNG LLP |
Auditor Location | San Mateo, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 100,444 | $ 178,872 |
Marketable securities | 177,188 | 197,676 |
Interest receivable | 794 | 349 |
Accounts receivable | 3,678 | 6,013 |
Prepaid expenses and other current assets | 18,223 | 15,859 |
Total current assets | 300,327 | 398,769 |
Marketable securities, non-current | 29,845 | 88,169 |
Property and equipment, net | 63,531 | 51,523 |
Intangible assets | 50,729 | 53,760 |
Goodwill | 37,552 | 39,702 |
Operating lease right-of-use assets | 62,002 | 73,181 |
Other non-current assets | 17,023 | 15,319 |
Restricted cash | 1,500 | 1,500 |
Total assets | 562,509 | 721,923 |
Current liabilities: | ||
Accounts payable | 22,418 | 9,759 |
Other accrued liabilities | 16,007 | 11,577 |
Accrued compensation and employee benefits | 21,506 | 20,840 |
Deferred revenues | 51,780 | 85,711 |
Total current liabilities | 111,711 | 127,887 |
Deferred revenues, non-current | 109,377 | 166,776 |
Long-term portion of lease liabilities | 38,986 | 44,055 |
Deferred income tax | 6,270 | 6,645 |
Other non-current liabilities | 1,207 | 1,217 |
Total liabilities | 267,551 | 346,580 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value, 5,000,000 shares authorized, and no shares issued or outstanding | 0 | 0 |
Common stock, $0.01 par value; 320,000,000 shares authorized; 166,793,320 and 145,921,530 shares issued and outstanding at December 31, 2022 and 2021, respectively | 1,668 | 1,459 |
Additional paid-in capital | 1,450,239 | 1,334,138 |
Accumulated deficit | (1,148,545) | (956,267) |
Accumulated other comprehensive loss | (8,404) | (3,987) |
Total stockholders’ equity | 294,958 | 375,343 |
Total liabilities and stockholders’ equity | $ 562,509 | $ 721,923 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 320,000,000 | 320,000,000 |
Common stock, shares issued (in shares) | 166,793,320 | 145,921,530 |
Common stock, shares outstanding (in shares) | 166,793,320 | 145,921,530 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | |||
Revenues | $ 111,299 | $ 110,701 | $ 118,192 |
Operating expenses: | |||
Research and development | 249,898 | 230,819 | 180,647 |
General and administrative | 62,682 | 63,219 | 67,097 |
Total operating expenses | 312,580 | 294,038 | 247,744 |
Loss from operations | (201,281) | (183,337) | (129,552) |
Interest and other income, net | 9,432 | 5,346 | 8,775 |
Loss before income taxes | (191,849) | (177,991) | (120,777) |
Income tax expense | 429 | 306 | 345 |
Net loss | (192,278) | (178,297) | (121,122) |
Net loss attributable to non-controlling interest | 0 | (11) | (126) |
Net loss attributable to Sangamo Therapeutics, Inc. stockholders | $ (192,278) | $ (178,286) | $ (120,996) |
Basic net loss per share attributable to Sangamo Therapeutics, Inc. stockholders (in dollars per share) | $ (1.25) | $ (1.23) | $ (0.90) |
Diluted net loss per share attributable to Sangamo Therapeutics, Inc. stockholders (in dollars per share) | $ (1.25) | $ (1.23) | $ (0.90) |
Shares used in computing basic net loss per share attributable to Sangamo Therapeutics, Inc. stockholders (in shares) | 154,345 | 144,568 | 134,449 |
Shares used in computing diluted net loss per share attributable to Sangamo Therapeutics, Inc. stockholders (in shares) | 154,345 | 144,568 | 134,449 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (192,278) | $ (178,297) | $ (121,122) |
Foreign currency translation adjustment | (4,606) | (8,351) | 8,345 |
Net pension gain (loss) | 786 | (716) | (193) |
Change in unrealized loss on marketable securities, net of tax | (597) | (339) | (284) |
Comprehensive loss | (196,695) | (187,703) | (113,254) |
Comprehensive loss attributable to non-controlling interest | 0 | (11) | (126) |
Comprehensive loss attributable to Sangamo Therapeutics, Inc. | $ (196,695) | $ (187,692) | $ (113,128) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Non- Controlling Interest |
Beginning Balances (in shares) at Dec. 31, 2019 | 115,972,708 | |||||
Beginning Balances at Dec. 31, 2019 | $ 432,739 | $ 1,160 | $ 1,090,828 | $ (656,985) | $ (2,449) | $ 185 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax (in shares) | 1,395,956 | |||||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax | $ 8,559 | $ 14 | 8,545 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 274,382 | 274,382 | ||||
Issuance of common stock under employee stock purchase plan | $ 2,015 | $ 3 | 2,012 | |||
Issuance of common stock, net (in shares) | 24,420,157 | |||||
Issuance of common stock, net | 142,526 | $ 244 | 142,282 | |||
Stock-based compensation | 25,708 | 25,708 | ||||
Acquisition of additional shares of Sangamo France | (927) | (927) | ||||
Foreign currency translation adjustment | 8,345 | 8,345 | ||||
Net pension gain (loss) | (193) | (193) | ||||
Net unrealized loss on marketable securities, net of tax | (284) | (284) | ||||
Buy-out of non-controlling interest | 0 | |||||
Net loss | (121,122) | (120,996) | (126) | |||
Ending Balances (in shares) at Dec. 31, 2020 | 142,063,203 | |||||
Ending Balances at Dec. 31, 2020 | 497,366 | $ 1,421 | 1,269,375 | (777,981) | 5,419 | (868) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax (in shares) | 1,417,288 | |||||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax | $ 2,389 | $ 14 | 2,375 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 433,107 | 433,107 | ||||
Issuance of common stock under employee stock purchase plan | $ 3,370 | $ 4 | 3,366 | |||
Issuance of common stock, net (in shares) | 2,007,932 | |||||
Issuance of common stock, net | 27,099 | $ 20 | 27,079 | |||
Stock-based compensation | 32,956 | 32,956 | ||||
Acquisition of additional shares of Sangamo France | (134) | (70) | (64) | |||
Foreign currency translation adjustment | (8,351) | (8,351) | ||||
Net pension gain (loss) | (716) | (716) | ||||
Net unrealized loss on marketable securities, net of tax | (339) | (339) | ||||
Buy-out of non-controlling interest | 943 | (943) | 943 | |||
Net loss | $ (178,297) | (178,286) | (11) | |||
Ending Balances (in shares) at Dec. 31, 2021 | 145,921,530 | 145,921,530 | ||||
Ending Balances at Dec. 31, 2021 | $ 375,343 | $ 1,459 | 1,334,138 | (956,267) | (3,987) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax (in shares) | 994,097 | |||||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax | $ (1,980) | $ 10 | (1,990) | |||
Issuance of common stock under employee stock purchase plan (in shares) | 576,950 | 576,950 | ||||
Issuance of common stock under employee stock purchase plan | $ 1,771 | $ 6 | 1,765 | |||
Issuance of common stock, net (in shares) | 19,300,743 | |||||
Issuance of common stock, net | 84,869 | $ 193 | 84,676 | |||
Stock-based compensation | 31,650 | 31,650 | ||||
Foreign currency translation adjustment | (4,606) | (4,606) | ||||
Net pension gain (loss) | 786 | 786 | ||||
Net unrealized loss on marketable securities, net of tax | (597) | (597) | ||||
Buy-out of non-controlling interest | 0 | |||||
Net loss | $ (192,278) | (192,278) | ||||
Ending Balances (in shares) at Dec. 31, 2022 | 166,793,320 | 166,793,320 | ||||
Ending Balances at Dec. 31, 2022 | $ 294,958 | $ 1,668 | $ 1,450,239 | $ (1,148,545) | $ (8,404) | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities: | |||
Net loss | $ (192,278) | $ (178,297) | $ (121,122) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 12,108 | 9,439 | 5,682 |
Amortization of (discount) premium on marketable securities | (1,242) | 2,844 | (825) |
Amortization and other changes in operating lease right-of-use assets | 8,454 | 8,199 | 7,687 |
Stock-based compensation | 31,650 | 32,956 | 25,708 |
Gain on free shares | 0 | (18) | (63) |
Net (gain) loss on disposal of property and equipment | 0 | (52) | 222 |
Adjustment of CIRM award liability related to termination of the grant | 0 | (6,427) | 0 |
Net changes in operating assets and liabilities: | |||
Interest receivable | (445) | 686 | (353) |
Accounts receivable | 2,335 | (789) | 31,685 |
Prepaid expenses and other assets | (4,909) | (7,175) | (10,411) |
Accounts payable and other accrued liabilities | 13,348 | (7,664) | 10,703 |
Accrued compensation and employee benefits | 941 | 373 | 6,877 |
Deferred revenues | (91,331) | (84,202) | 216,546 |
Lease liabilities | (2,249) | (4,340) | (3,761) |
Other non-current liabilities | (9) | 1,216 | 1,300 |
Net cash (used in) provided by operating activities | (223,627) | (233,251) | 169,875 |
Investing Activities: | |||
Purchases of marketable securities | (277,391) | (338,159) | (570,779) |
Maturities of marketable securities | 354,587 | 602,885 | 314,570 |
Sales of marketable securities | 2,260 | 6,870 | 0 |
Purchases of property and equipment | (20,171) | (23,278) | (14,714) |
Purchase of additional Sangamo France shares | 0 | (119) | (704) |
Net cash provided by (used in) investing activities | 59,285 | 248,199 | (271,627) |
Financing Activities: | |||
Taxes paid related to net share settlement of equity awards | (2,104) | (3,258) | (765) |
Proceeds from exercise of stock options | 124 | 5,648 | 9,324 |
Net cash provided by financing activities | 84,660 | 32,858 | 153,100 |
Effect of exchange rate changes on cash and cash equivalents, and restricted cash | 1,254 | (263) | (447) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (78,428) | 47,543 | 50,901 |
Cash, cash equivalents, and restricted cash, beginning of period | 180,372 | 132,829 | 81,928 |
Cash, cash equivalents, and restricted cash, end of period | 101,944 | 180,372 | 132,829 |
Supplemental cash flow disclosures: | |||
Property and equipment included in unpaid liabilities | 6,539 | 1,535 | 4,569 |
Tenant improvement allowance included in contra-lease liability | 243 | 0 | 0 |
Buy-out of non-controlling interest | 0 | 943 | 0 |
Right-of-use assets obtained in exchange for lease obligations | 0 | 10,418 | 1,333 |
At -the-market offering | |||
Financing Activities: | |||
Proceeds from issuance of common stock | 84,869 | 27,099 | 0 |
Biogen Collaboration Agreement | |||
Financing Activities: | |||
Proceeds from issuance of common stock | 0 | 0 | 142,526 |
Employee Stock | |||
Financing Activities: | |||
Proceeds from issuance of common stock | $ 1,771 | $ 3,369 | $ 2,015 |
ORGANIZATION, BASIS OF PRESENTA
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES | ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business Sangamo Therapeutics, Inc. (“Sangamo” or “the Company”) was incorporated in the State of Delaware in June 1995 and changed its name from Sangamo Biosciences, Inc. in January 2017. Sangamo is a clinical-stage genomic medicine company committed to translating ground-breaking science into medicines that transform the lives of patients with serious diseases. 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. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net loss attributable to non-controlling interests on its Consolidated Statements of Operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties. Liquidity, Capital Resources and Management’s Plans Sangamo is currently working on a number of long-term development projects that involve experimental technologies. The projects may require several years and substantial expenditures to complete and ultimately may be unsuccessful. In recent years, the Company’s operations have been funded primarily through collaborations and strategic partnerships, research grants and from the issuance of equity securities. As of December 31, 2022, the Company had capital resources of $307.5 million consisting of cash, cash equivalents, and marketable securities. Management believes that the Company’s existing cash, cash equivalents, and marketable securities will be sufficient to fund its operations for at least the next 12 months from the date these Consolidated Financial Statements are issued. Under Accounting Standard Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern (“ASC Topic 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the Consolidated Financial Statements are issued. As required under ASC Topic 205-40, management’s evaluation should initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the Consolidated Financial Statements are issued. Substantial Doubt Raised In performing the first step of the evaluation, the Company concluded that the following conditions raised substantial doubt about its ability to continue as a going concern: • Net loss of $192.3 million and $178.3 million for the years ended December 31, 2022 and 2021, respectively, and history of recurring net losses; and • Accumulated deficit of $1,148.5 million and $956.3 million as of December 31, 2022 and 2021, respectively. Consideration of Management’s Plans In performing the second step of this assessment, the Company is required to evaluate whether it is probable that its plans will be effectively implemented within one year after the consolidated financial statements are issued and whether it is probable those plans will alleviate the substantial doubt about its ability to continue as a going concern. The Company has identified several potential actions including cost preservation measures that would be initiated in a timely manner to address the Company’s liquidity needs over the twelve-month period from the date the Consolidated Financial Statements are issued, as follows: • Deferral and reprioritization of certain research and development programs that would involve reduced program and headcount spend; • Pause on any new hiring and reduction in ancillary expenses such as travel and recruitment expenses; and • Reduction in non-critical capital and operating expenditures including additional equipment, lab improvements, efficiency projects, and business support spend. Management Assessment of Ability to Continue as a Going Concern The Company believes management’s plans, as described more fully above, will provide sufficient liquidity to meet its financial obligations and maintain levels of liquidity over the twelve-month period from the date the Consolidated Financial Statements are issued. Therefore, management concluded these plans alleviate the substantial doubt that was raised about the Company’s ability to continue as a going concern for at least twelve months from the date that the Consolidated Financial Statements are issued. The accompanying Consolidated Financial Statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Consolidated Financial Statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. Future Plans and Considerations The Company will be required to raise additional capital to fund its operations and support its product development endeavors. In this regard, the Company is actively seeking substantial additional capital, including through public or private equity or debt financings, royalty financings or other sources, such as strategic collaborations. However, additional capital may not be available to the Company, on terms that are acceptable or at all. If adequate funds are not available to the Company on a timely basis, or at all, it will be required to take additional actions to address its liquidity needs, including cost preservation measures such as reducing operating expenses and delaying, reducing the scope of, discontinuing or altering its research and development activities. If the Company raises additional capital through royalty financings or other collaborations, strategic alliances or licensing arrangements with third parties, it may need to relinquish certain valuable rights to its product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable. If the Company raises additional capital through public or private equity offerings, including sales pursuant to its at-the-market offering program with Jefferies LLC, the ownership interest of its existing stockholders will be diluted, and such dilution may be substantial, and the terms of any new equity securities may have a preference over, and include rights superior to, its common stock. If the Company raises additional capital through royalty financings or other collaborations, strategic alliances or licensing arrangements with third parties, it may need to relinquish certain valuable rights to its product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable. If the Company raises additional capital through debt financing, it may be subject to specified financial covenants or covenants limiting or restricting its ability to take specific actions, such as incurring additional debt, making capital expenditures or pursuing certain transactions, any of which could restrict its ability to commercialize its product candidates or operate as a business. In addition, management’s planned cost reductions are intended to reduce the Company’s operating expenses and optimize its cash resources. Based on the timing of these cost reduction plans, the Company expects to start realizing the benefit of its efforts beginning in the third quarter of 2023; however, there can be no assurance that the Company will realize the benefits of the cost reduction plans on the anticipated timeline, or at all. Summary of Significant Accounting Policies Use of Estimates The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated 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, income taxes, 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. During the year ended December 31, 2021, the Company recorded adjustments to revenue related to changes in estimates in connection with the collaboration agreement with Sanofi S.A. (“Sanofi”). These changes in estimates were driven by a change in project scope and related project costs in September 2021 and subsequent notification of termination of the collaboration agreement, effective June 28, 2022, which resulted in changes to the measure of proportional cumulative performance. These adjustments decreased revenue by $1.6 million, increased net loss by $1.6 million and increased the Company’s basic and diluted net loss per share by $0.01 for the year ended December 31, 2021. During the year ended December 31, 2020, the Company recorded adjustments to revenue related to changes in estimates in connection with the collaboration agreements with Sanofi and Pfizer Inc. (“Pfizer”). These changes in estimates were driven by changes in project scope and related project costs which resulted in changes to the measure of proportional cumulative performance. These adjustments increased revenue by $8.9 million, decreased net loss by $8.9 million and decreased the Company’s basic and diluted net loss per share by $0.06 for the year ended December 31, 2020. Revenue Recognition The Company accounts for its revenues pursuant to the provisions of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company’s contract revenues are derived from collaboration agreements including licensing arrangements and research services. Research and licensing agreements typically include nonrefundable upfront signing or license fees, payments at negotiated rates for time incurred by Company researchers, third-party cost reimbursements, additional target selection fees, sublicense fees, milestone payments tied to ongoing development and product commercialization, and royalties on future licensees’ product sales. All funds received from the Company’s collaboration partners are generally not refundable. Non-refundable upfront fees are fixed at the commencement of the contract. All other fees represent variable consideration in contracts. One of the Company’s contracts also contains a provision where we reimburse its customer for certain costs they incur which is accounted for as a reduction to the contract transaction price as we do not acquire any distinct goods or services in exchange for such payments. Deferred revenue primarily represents the portion of nonrefundable upfront fees or milestone payments received but not earned. In determining the appropriate amount of revenue to be recognized as the Company 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. Most of the Company’s performance obligations in its collaboration agreements represent distinct bundles of licenses of intellectual property and research and development services, with these components being individually non-distinct. Options to license our intellectual property and/or acquire research and development services also represent performance obligations when they grant customers a material right, e.g. a right to a discount the customer would not have received if they did not purchase our services under the existing contract. Revenues from bundles of licenses of intellectual property and research and development services are recognized over time using a proportional performance method. Under this method, revenue is recognized by measuring progress towards satisfaction of the relevant performance obligation using a measure that best depicts the progress towards satisfaction of the relevant performance obligation. For most of the Company’s agreements the measure of progress is an input measure based on a level of effort incurred, which includes the value of actual time by Company researchers plus third-party cost reimbursements. Consideration allocated to options that include material rights is deferred until the options are exercised or expire. The exercise of such options is accounted for as contract continuation, with target selection fees and estimated variable consideration included in the transaction price at that time and allocated specifically to the respective target’s performance obligation. 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. Changes in these estimates can have a material effect on revenue recognized. 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. For variable consideration, 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. A cumulative catch-up is then recorded in the current period to reflect the updated transaction price and the updated measure of progress. The estimated period of performance and level of effort, including the value of Company researchers’ time and third-party costs, are reviewed quarterly and adjusted, as needed, to reflect the Company’s current expectations. 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, discount rates and probabilities of exercise of technical and regulatory success, and the expected level of effort for research and development services. Certain disclosures associated with our revenue recognition and major customers, partnerships and strategic alliances have been updated to conform with immaterial changes associated with prior periods. Revenues from major collaboration agreements and research activity grants as a percentage of total revenues were as follows: Year Ended December 31, 2022 2021 2020 Novartis Institutes for BioMedical Research, Inc. 36 % 34 % 4 % Kite Pharma, Inc. 35 % 23 % 24 % Biogen MA, Inc. 26 % 38 % 24 % Sanofi S.A. 3 % 3 % 5 % Pfizer Inc. — % — % 40 % Accounts Receivable Accounts receivable consists of amounts billed to the Company’s collaboration partners for cost reimbursements for research services. 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. The Company records trade receivables net of allowances for credit losses. The Company applies an aging method to estimate credit losses and considers its historical loss information, adjusted to account for current conditions, and reasonable and supportable forecasts of future economic conditions affecting its customers. As of December 31, 2022, the Company had not incurred any losses related to these receivables. As of December 31, 2022 and 2021, the percentage of accounts receivable by collaboration partners who individually accounted for 10% or more of accounts receivable were as follows: As of December 31, 2022 2021 Novartis Institutes for BioMedical Research, Inc. 59 % 32 % Kite Pharma, Inc. 19 % 2 % Biogen MA, Inc. 14 % 46 % Sanofi S.A. — % 11 % Goodwill and Intangible Assets Goodwill represents the excess of consideration transferred over the fair values of assets acquired and liabilities assumed in a business combination. Intangible assets with indefinite useful lives are related to purchased in-process research and development (“IPR&D”) projects and are measured at their respective fair values as of the acquisition date. Goodwill and intangible assets with indefinite useful lives are not amortized. Intangible assets related to IPR&D projects 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. The Company tests goodwill and indefinite-lived intangible assets 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 the fair values of the assets are below their respective carrying amounts. As of December 31, 2022, no impairment of goodwill or indefinite-lived intangible assets was identified. Valuation of Long-lived Assets Long-lived assets, including property and equipment and finite-lived intangible assets, are reviewed for impairment whenever facts or circumstances either internally or externally may suggest that the carrying value of an asset may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. As of December 31, 2022, no impairment of long-lived assets was identified. Fair Value Measurements The carrying amounts for financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate fair value due to their short-term maturities. Marketable securities are stated at their estimated fair values. Cash, Cash Equivalents, and Restricted Cash 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 cash, deposits in demand money market accounts and U.S. government-sponsored entity debt securities. Restricted cash consists of a letter of credit for $1.5 million, representing a deposit for the lease of the corporate headquarters in Brisbane, California. A reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying Consolidated Balance Sheets to the amounts reported within the accompanying Consolidated Statements of Cash Flows is as follows (in thousands): As of December 31, 2022 2021 2020 Cash and cash equivalents $ 100,444 $ 178,872 $ 131,329 Non-current restricted cash 1,500 1,500 1,500 Cash, cash equivalents, and restricted cash as reported within the Consolidated Statements of Cash Flows $ 101,944 $ 180,372 $ 132,829 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 income (loss) (“AOCI”). The Company classifies those investments that are not required for use in current operations and that mature in more than 12 months as non-current marketable securities in the accompanying Consolidated Balance Sheets. The Company’s investments are subject to a periodic impairment review. 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 marketable securities are included in interest and other income, net, which are determined using the specific identification method. Credit losses related to the marketable securities are recorded in interest and other income (expense), net in the Consolidated Statements of Operations through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. Concentrations of Credit Risk and Other Risks Cash, cash equivalents, and marketable securities consist of financial instruments that potentially subject the Company to a concentration of credit risk to the extent of the fair value recorded in the Consolidated Balance Sheets. The Company invests cash that is not required for immediate operating needs primarily in highly liquid instruments that bear minimal risk. The Company has established policies relating to the quality, diversification, and maturities of securities to enable the Company to manage its credit risk. The Company is exposed to credit risk in the event of a default by the financial institutions or issuers of investments holding its cash, cash equivalents, and investments to the extent recorded on the Consolidated Balance Sheets. Certain materials and key components that the Company utilizes in its operations are obtained through single suppliers. Since the suppliers of key components and materials must be named in an investigational new drug application (“IND”) filed with the U.S. Food and Drug Administration for a product, significant delays can occur if the qualification of a new supplier is required. If delivery of material from the Company’s suppliers were interrupted for any reason, the Company may be unable to supply any of its product candidates for clinical trials. 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 which is generally three Research and Development Expenses Research and development expenses consist primarily of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by contract research organizations, materials and supplies and overhead allocations consisting of various support and facility-related costs. Research and development costs are expensed as incurred. General and Administrative Expenses General and administrative expenses consist of finance, human resources, legal and other administrative activities. These expenses consist primarily of personnel costs, including salaries, benefits and stock-based compensation, facilities and overhead costs, legal expenses, and other general and administrative costs. 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 Stock Purchase Plan (“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, expected dividend yield of stock 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. The Company accounts for forfeitures in the period they occur. Income Taxes Income tax expense has been calculated 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. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Company’s Consolidated Financial Statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related income tax liability within other accrued liabilities on its Consolidated Balance Sheets. The Company evaluates uncertain tax positions on a regular basis and makes adjustments to these accruals when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. Leases The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of remaining lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease in a similar economic environment. The Company considers its credit risk, term of the lease, and total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Rent expense for the Company’s operating leases is recognized on a straight-line basis over the lease term. The Company has elected not to separate lease and non-lease components for its real estate and copier leases and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected not to apply the recognition requirement to any leases with a term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Foreign Currency Translation The functional currency of the Company’s foreign subsidiaries is primarily the Euro. 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 AOCI within stockholders’ equity. Revenues and expenses from the Company’s 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 the Company’s Consolidated Statements of Operations. Net Loss Per Share Basic net loss per share attributable to Sangamo Therapeutics, Inc. stockholders has been computed by dividing net loss attributable to Sangamo Therapeutics, Inc. stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to Sangamo Therapeutics, Inc. stockholders is calculated by dividing net loss attributable to Sangamo Therapeutics, Inc. stockholders by the weighted-average number of shares of common stock plus potentially dilutive securities outstanding during the period. The total number of shares subject to stock options and RSUs outstanding and the ESPP shares reserved for issuance, which are all anti-dilutive, were excluded from consideration in the calculation of diluted net loss per share attributable to Sangamo Therapeutics, Inc. stockholders. Stock options and RSUs outstanding and ESPP shares reserved for issuance as of December 31, 2022, 2021 and 2020 were 18,560,755, 15,159,908, and 14,237,871, 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, 2022 and 2021, the majority of the Company’s property and equipment were maintained in the United States. For the years ended December 31, 2022, 2021 and 2020, all of the Company’s revenues were generated and incurred in the United States. Recent Accounting Pronouncements None. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents and marketable securities. 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 measurements and unobservable ( i.e., supported by little or no market activity). The fair value measurements of the Company’s cash equivalents and marketable securities are identified at the following levels within the fair value hierarchy (in thousands): December 31, 2022 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 50,820 $ 50,820 $ — $ — Total 50,820 50,820 — — Marketable securities: U.S. government-sponsored entity debt securities 18,417 — 18,417 — Commercial paper securities 101,165 — 101,165 — Corporate debt securities 11,670 — 11,670 — Asset-backed securities 24,792 — 24,792 — U.S. treasury bills 7,938 7,938 Certificates of deposit 37,461 — 37,461 — Agency bonds 5,590 5,590 Total 207,033 — 207,033 — Total cash equivalents and marketable securities $ 257,853 $ 50,820 $ 207,033 $ — December 31, 2021 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 119,919 $ 119,919 $ — $ — Total 119,919 119,919 — — Marketable securities: U.S. government-sponsored entity debt securities 30,614 — 30,614 — Commercial paper securities 105,757 — 105,757 — Corporate debt securities 33,682 — 33,682 — Asset-backed securities 70,701 — 70,701 — Certificates of deposit 45,091 — 45,091 — Total 285,845 — 285,845 — Total cash equivalents and marketable securities $ 405,764 $ 119,919 $ 285,845 $ — Cash Equivalents and Marketable Securities 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 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. |
CASH EQUIVALENTS AND MARKETABLE
CASH EQUIVALENTS AND MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
CASH EQUIVALENTS AND MARKETABLE SECURITIES | CASH EQUIVALENTS AND MARKETABLE SECURITIES The table below summarizes the Company’s cash equivalents and marketable securities (in thousands): Amortized Gross Gross Estimated December 31, 2022 Assets Cash equivalents: Money market funds $ 50,820 $ — $ — $ 50,820 Total 50,820 — — 50,820 Marketable securities: U.S. government-sponsored entity debt securities 18,710 — (293) 18,417 Commercial paper securities 101,336 22 (193) 101,165 Corporate debt securities 11,760 — (90) 11,670 Asset-backed securities 24,970 2 (180) 24,792 U.S. treasury bills 7,950 — (12) 7,938 Certificates of deposit 37,599 4 (142) 37,461 Agency bonds 5,598 — (8) 5,590 Total 207,923 28 (918) 207,033 Total cash equivalents and marketable securities $ 258,743 $ 28 $ (918) $ 257,853 December 31, 2021 Assets Cash equivalents: Money market funds $ 119,919 $ — $ — $ 119,919 Total 119,919 — — 119,919 Marketable securities: U.S. government-sponsored entity debt securities 30,700 1 (87) 30,614 Commercial paper securities 105,792 7 (42) 105,757 Corporate debt securities 33,723 1 (42) 33,682 Asset-backed securities 70,807 1 (107) 70,701 Certificates of deposit 45,116 1 (26) 45,091 Total 286,138 11 (304) 285,845 Total cash equivalents and marketable securities $ 406,057 $ 11 $ (304) $ 405,764 The fair value of marketable securities by contractual maturity were as follows (in thousands): December 31, 2022 2021 Maturing in one year or less $ 177,188 $ 197,676 Maturing after one year through five years 29,845 88,169 Total $ 207,033 $ 285,845 Realized gains and losses on the sales of investments were not material during the years ended December 31, 2022, 2021 and 2020. Total unrealized gains for securities with net gains in accumulated other comprehensive income were not material for the year ended December 31, 2022. The Company manages credit risk associated with its investment portfolio through its investment policy, which limits purchases to high-quality issuers and also limits the amount of its portfolio that can be invested in a single issuer. The Company did not record an allowance for credit losses or other impairment charges related to its marketable securities for the years ended December 31, 2022, 2021, or 2020. |
MAJOR CUSTOMERS, PARTNERSHIPS A
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES | MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES Novartis Institutes for BioMedical Research, Inc. On July 27, 2020, the Company entered into a collaboration and license agreement with Novartis Institutes for BioMedical Research, Inc. (“Novartis”) for the research, development and commercialization of gene regulation therapies to treat three neurodevelopmental disorders. Under the agreement, which was effective upon execution, the Company granted Novartis an exclusive, royalty bearing and worldwide license, under its relevant patents and know-how, to develop, manufacture and commercialize certain of its zinc finger (“ZF”) transcriptional regulators (“ZF-TRs”) targeted to three undisclosed genes that are associated with certain neurodevelopmental disorders, including autism spectrum disorder and intellectual disability. The Company is performing early research activities over the collaboration period for each gene target and manufacture the ZF-TRs required for such research, costs of which are funded by Novartis. Novartis is responsible for additional research activities, studies enabling INDs, clinical development, regulatory approvals, manufacturing of preclinical, clinical and approved products, and global commercialization. Subject to certain exceptions set forth in the agreement, the Company is prohibited from developing, manufacturing or commercializing any therapeutic product targeting any of the three genes that are the subject of the collaboration. Novartis also has the option to license certain of the Company’s proprietary adeno-associated viruses (“AAVs”) for the sole purpose of developing, manufacturing and commercializing licensed products arising from the collaboration. Under the agreement, Novartis paid the Company a $75.0 million upfront license fee in August 2020. In addition to this fee and the cost reimbursements for early research activities, the Company is eligible to earn from Novartis up to $420.0 million in development milestones and up to $300.0 million in commercial milestones. The Company is also eligible to earn from Novartis tiered high single-digit to sub-teen double-digit royalties on potential net commercial sales of licensed products arising from the collaboration. These royalty payments will be subject to reduction due to patent expiration, loss of market exclusivity and payments made under certain licenses for third-party intellectual property. The agreement will continue, on a product-by-product and country-by-country basis, until the expiration of the applicable royalty term. Novartis has the right to terminate the agreement, in its entirety or on a target-by-target basis, for any reason after a specified notice period. Each party also has the right to terminate the agreement on account of the other party’s bankruptcy or material, uncured breach. All payments received under the agreement, when earned, are non-refundable and non-creditable. The transaction price of $95.1 million includes the upfront license fee of $75.0 million and estimated research costs of $20.1 million to be provided over the estimated research period. All clinical or regulatory milestone amounts were considered fully constrained at inception of the agreement. 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. The Company assessed the agreement with Novartis in accordance with ASC Topic 606 and concluded that Novartis is a customer. The Company has identified a single performance obligation within this arrangement as a license to the technology and ongoing research services. The Company concluded that the license is not discrete as it does not have stand-alone value to Novartis 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 of the ongoing research services through the estimated research period. The estimation of progress towards the satisfaction of performance obligation and project cost is reviewed quarterly and adjusted, as needed, to reflect the Company’s current assumptions regarding the timing of its performance obligation. As of December 31, 2022 and 2021, the Company had a receivable of $2.2 million and $1.9 million, respectively, and deferred revenue of $9.6 million and $40.9 million, respectively, related to this agreement. These amounts are expected to be recognized over the period through 2023. Revenues recognized under the agreement were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Revenue related to Novartis agreement: Recognition of upfront license fee $ 31,344 $ 29,945 $ 4,143 Research services 8,384 7,999 1,109 Total $ 39,728 $ 37,944 $ 5,252 The Company paid $1.5 million for financial advisory fees during the year ended December 31, 2020, equal to 2% of $75.0 million received for the upfront license fee related to the collaboration and license agreement with Novartis. The Company recognized $1.5 million as a contract asset as such amount represents a cost of obtaining the agreement. This balance is amortized and included in general and administrative expenses on a systematic basis consistent with the transfer of the services to Novartis in accordance with ASC Topic 340, Other Assets and Deferred Costs (“ASC Topic 340”). The Company amortized $0.6 million and $0.6 million during the years ended December 31, 2022 and 2021, respectively. Biogen MA, Inc. In February 2020, the Company entered into a collaboration and license agreement with Biogen MA, Inc. (“BIMA”) and Biogen International GmbH (together with BIMA, “Biogen”) for the research, development and commercialization of gene regulation therapies for the treatment of neurological diseases. The companies plan to leverage the Company’s proprietary ZF technology delivered via AAV to modulate expression of key genes involved in neurological diseases. Concurrently with the execution of the collaboration agreement, the Company entered into a stock purchase agreement with BIMA, pursuant to which BIMA agreed to purchase 24,420,157 shares of the Company’s common stock (the “Biogen Shares”), at a price per share of $9.2137, for an aggregate purchase price of approximately $225.0 million. The collaboration agreement became effective in April 2020 following the termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and satisfaction of other customary closing conditions, including the payment of $225.0 million for the purchase of the Biogen Shares. Under the collaboration agreement, Biogen paid the Company an upfront license fee of $125.0 million in May 2020. The Company is also eligible to receive research, development, regulatory and commercial milestone payments that could total up to approximately $2.4 billion if Biogen selects all of the targets allowed under the agreement and all the specified milestones set forth in the agreement are achieved, which includes up to $925.0 million in pre-approval milestone payments and up to $1.5 billion in first commercial sale and other sales-based milestone payments. In addition, the Company is eligible to receive tiered high single-digit to sub-teen royalties on potential net commercial sales of licensed products arising from the collaboration. 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. Under the collaboration agreement, the Company granted to Biogen an exclusive, royalty bearing and worldwide license, under its relevant patents and know-how, to develop, manufacture and commercialize ZF and/or AAV-based products directed to certain neurological disease gene targets selected by Biogen. Biogen has already selected four of these: ST-501 to treat tauopathies, ST-502 to treat synucleinopathies including Parkinson’s disease, a third product candidate targeting DM1, a neuromuscular disease, and a fourth undisclosed neurological disease gene target. Biogen has exclusive rights to nominate up to seven additional targets over the remaining period of five years from the effective date of the collaboration agreement. For each gene target selected by Biogen, the Company performs early research activities, costs of which are shared by the companies, aimed at the development of the combination of proprietary central nervous system delivery vectors and ZF-TRs (or potential other ZF products) targeting therapeutically relevant genes. Biogen has assumed responsibility and costs for the IND‑enabling studies, clinical development, related regulatory interactions, and global commercialization. The Company is responsible for manufacturing activities for the initial clinical trials for the first three products of the collaboration and plans to leverage its in-house manufacturing capacity, where appropriate, which is currently in development. Biogen is responsible for manufacturing activities beyond the first clinical trial for each of the first three products. The Company’s research activities for any targets will be performed over the period not to exceed seven years from the effective date of the agreement (i.e., through April 2027). Subject to certain exceptions set forth in the collaboration agreement, the Company is prohibited from developing, manufacturing or commercializing any therapeutic product directed to the targets selected by Biogen. The collaboration agreement continues on a product-by-product and country-by-country basis until the expiration of all applicable royalty terms. Biogen has the right to terminate the collaboration agreement, in its entirety or on a target-by-target basis, for any reason after a specified notice period, and also has the right to replace up to eight targets. Each party has the right to terminate this agreement on account of the other party’s bankruptcy or material, uncured breach. In addition, the Company may terminate the collaboration agreement if Biogen challenges any patents licensed by the Company to Biogen. Pursuant to the terms of the stock purchase agreement, Biogen has agreed not to, without the Company’s prior written consent and subject to specified conditions and exceptions, directly or indirectly acquire shares of the Company’s outstanding common stock, seek or propose a tender or exchange offer or merger between the parties, solicit proxies or consents with respect to any matter, or undertake other specified actions related to the potential acquisition of additional equity interests in the Company. Such standstill restrictions expire on the earlier of the three-year anniversary of the effectiveness of the collaboration agreement and the date that Biogen beneficially owns less than 5% of the Company’s common stock. The Company assessed the collaboration agreement with Biogen in accordance with ASC Topic 606 and concluded that Biogen is a customer. The transaction price includes the upfront license fee of $125.0 million and the excess consideration from the stock purchase of $79.6 million, which represents the difference between the $225.0 million received for the purchase of the Biogen Shares and the $145.4 million estimated fair value of the equity issued. The equity issued to Biogen was valued using an option pricing model to reflect certain holding period restrictions. None of the clinical or regulatory milestones have been included in the transaction price, as none of the milestones have yet been achieved, and all such amounts are fully constrained. As part of its evaluation of the constraint, the Company considers 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 transaction price also includes actual and estimated cost-sharing payments by Biogen for the work by Company researchers and reimbursement of the Company’s costs incurred with third-parties. The amounts paid and expected to be paid to Biogen for the use of Biogen’s resources and its expenses are consideration paid to a customer. Since the Company does not acquire distinct goods or services in exchange for these payments, they reduce the transaction price and are recorded as reduction in revenue. The Company uses the expected value method to estimate cost sharing payments, taking into account the impact of constraint. Variable consideration is included in the transaction price only to the extent it is probable a significant reversal of cumulative revenues recognized would not occur. Target selection fees are included in the transaction price when the options for the associated targets are exercised. The Company re-evaluates the transaction price as uncertain events are resolved or other changes in circumstances occur. The Company concluded that the licenses to its intellectual property are not distinct from the related research and development activities as the licensed technology is not shared with and cannot be utilized by Biogen without the research services to be performed by the Company pursuant to the agreement. On the other hand, each combination of a license to the Company's intellectual property as applied to a specific target and the related research and development activities are a discrete research project that is distinct from any other target’s project. The targets Biogen could select in the future are options that provide Biogen with material rights, as the exercise of the options does not require payment of a fee commensurate with the value of the incremental license rights. As a result, such options also represent performance obligations. At contract inception, the Company allocated fixed consideration of $204.6 million included in the initial transaction price to the existing targets’ license and research services performance obligations and those performance obligations for options that include material rights, based on their relative standalone selling prices. Through December 31, 2022, one material right has expired, and seven material rights remain outstanding and will expire if not exercised in 2023 or in 2025. As of December 31, 2022 and 2021, the Company had a receivable of $0.5 million and $2.8 million, respectively, and deferred revenue of $132.2 million and $154.0 million, respectively, related to this agreement. Changes in deferred revenue balances relate primarily to progress in delivery of the performance obligations. The amounts of transaction price remaining to be recognized were $151.3 million and $182.2 million as of December 31, 2022 and 2021, respectively. These amounts are expected to be recognized over the period through 2027. The timing of recognition will be affected by the volume of annual activity under the agreement and by whether and when Biogen exercises options for additional targets and could be subject to significant changes. Revenues recognized under the agreement were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Revenue related to Biogen agreement: Recognition of license and other fixed consideration $ 21,820 $ 29,224 $ 21,356 Cost-sharing payments for research services, net variable consideration 6,599 13,076 6,545 Total $ 28,419 $ 42,300 $ 27,901 The Company paid $7.0 million for financial advisory fees during the year ended December 31, 2020, equal to 2% of $225.0 million received for the sale of shares and 2% of $125.0 million received for the upfront fee. The fees incurred related to both the collaboration agreement with Biogen and to the stock purchase agreement for the sale of shares. The Company believes that the allocation of fees on a relative fair value basis between the two agreements is reasonable. The Company recognized $4.1 million, which represents 2% of the initial transaction price of $204.6 million, as a contract cost asset. This balance is released into general and administrative expenses on a systematic basis consistent with the transfer of the services to Biogen in accordance with ASC Topic 340. The Company recognized as expense $0.4 million, $0.6 million and $0.4 million during the years ended December 31, 2022, 2021 and 2020, respectively. The Company recognized $2.9 million, which represented 2% of the $145.4 million estimated fair value of the equity issued, as a share issuance cost and recorded this amount in equity as a reduction in net proceeds during the year ended December 31, 2020. Kite Pharma, Inc. In February 2018, the Company entered into a global collaboration and license agreement with Kite Pharma, Inc. (“Kite”), a Gilead Sciences, Inc. subsidiary, which became effective on April 5, 2018 (“Effective Date”), and was amended and restated in September 2019, for the research, development, and commercialization of potential engineered cell therapies for cancer. In this collaboration, Sangamo is working together with Kite on a research program under which the companies are designing zinc finger nucleases (“ZFNs”) and viral vectors to disrupt and insert certain genes in T-cells and natural killer cells (“NK-cells”) including the insertion of genes that encode chimeric antigen receptors (“CARs”), T-cell receptors (“TCRs”), and NK-cell receptors (“NKRs”) directed to mutually agreed targets. Kite is responsible for all clinical development, manufacturing and commercialization of any resulting products. 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 ZFNs and viral vectors developed under the research program to express CARs, TCRs or NKRs directed to candidate targets. During the research program term and subject to certain exceptions, 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 genome editing, expresses a CAR, TCR or NKR that is directed to a target expressed on or in a human cancer cell. After the research program term concludes and subject to certain exceptions, the Company will be prohibited from developing, manufacturing and commercializing, for the purpose of treating cancer, any cell therapy product that, as a result of ex vivo genome editing, expresses a CAR, TCR or NKR that is directed to a candidate target. Following the Effective Date, the Company received a $150.0 million upfront payment from Kite. In addition, Kite reimburses the Company’s direct costs to conduct the joint research program. Sangamo is also eligible to receive contingent development- and sales-based milestone payments that could total up to $3.0 billion if all of the specified milestones set forth in this agreement are achieved. Of this amount, approximately $1.3 billion relates to the achievement of specified research, clinical development, regulatory and first commercial sale milestones, and approximately $1.8 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 10 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 is entitled to receive escalating, tiered royalty payments with a percentage in the single digits based on future annual worldwide net sales of 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. The initial research term in the agreement is six years from the Effective Date. Kite has an option to extend the research term for up to two additional one-year periods for a separate upfront fee of $10.0 million per year. All contingent payments under the agreement, when earned, will be non-refundable and non-creditable. Through the amendment and restatement of the agreement in September 2019, the Company and Kite agreed to expand the scope of the collaboration program to incorporate the use of lentiviral or retroviral vectors provided by Kite. 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 assessed the agreement with Kite in accordance with ASC Topic 606 and concluded that Kite is a customer. The transaction price includes the upfront license fee of $150.0 million and estimated reimbursable service costs for the research projects over the estimated performance period. None of the clinical or regulatory milestones have been included in the transaction price, as none of the milestones have yet been achieved, and all 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 transaction price also includes actual and estimated payments by Kite for the work by Company researchers and reimbursement of the Company’s costs incurred with third-parties. The Company uses the expected value method to estimate payments related to the Company’s researchers’ work, taking into account the impact of constraint. Variable consideration is included in the transaction price only to the extent it is probable a significant reversal of cumulative revenues recognized would not occur. 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. The Company has identified four performance obligations within the Kite agreement as follows: (1) a license to the technology combined with the obligation to perform research and development services to apply the Company’s technology to Kite-selected targets; (2) production of research materials; and (3-4) two material rights, each for an extension of the research period for an additional one-year term. Such extensions contain material rights because their exercise does not require payment of a fee that is commensurate with the value of the incremental research term. The license to the Company’s intellectual property is not distinct from the related research and development activities as the licensed technology is not shared with and cannot be utilized by Kite without the research services performed by the Company. The Company allocated variable consideration (payments by Kite for the work performed by the Company’s researchers and third party costs, as well as any future milestones and royalties) to the specific performance obligations to which they relate, as such allocation would meet the allocation objective in ASC Topic 606. The Company allocated the fixed consideration of $150.0 million to the performance obligations based on their relative standalone selling prices. Standalone selling prices of optional research years are similar to those of the initial year, but additionally take into account the intrinsic value of the discount upon exercise and the likelihood of exercise. Fees allocated to options with material rights are deferred until the options are exercised or expire. The exercise of options is accounted for as contract continuation, with target selection fees and estimated variable consideration included in the transaction price at that time and allocated specifically to the respective target’s performance obligation. Revenue for the combined license and research services performance obligations is recognized over time, as Kite consumes the benefit of such services as they are being performed by the Company. For the license combined with research and development services performance obligation, the Company recognizes revenue based on proportional performance of the ongoing research services over the period during which the Company performs the services. The estimation of progress towards the satisfaction of this performance obligation and project costs are reviewed quarterly and adjusted, as needed, to reflect the Company’s assumptions regarding the estimated volume of required activities. The production of research materials performance obligation is accounted for under the right to invoice practical expedient, as the Company has the right to invoice Kite for these services in an amount that corresponds directly with the value of the services. As of December 31, 2022, and 2021 the Company had a receivable of $0.7 million and $0.1 million, respectively, and deferred revenue of $19.4 million and $56.5 million, respectively, related to this agreement. Changes in deferred revenue balances relate primarily to progress in delivery of the performance obligations. The amounts of transaction price (excluding the amounts recognized as invoiced for the production of research materials performance obligation) remaining to be recognized were $19.7 million and $51.4 million as of December 31, 2022 and 2021, respectively. These amounts are expected to be recognized over the period through 2024. The timing of recognition will be affected by the volume of annual activity under the agreement and by whether and when Kite exercises options for additional years of services, and could be subject to significant changes. Revenues recognized under the agreement were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Revenue related to Kite agreement: Recognition of license fee fixed consideration $ 37,032 $ 24,977 $ 25,046 Research services variable consideration 1,560 476 3,562 Total $ 38,592 $ 25,453 $ 28,608 Pfizer Inc. Giroctocogene Fitelparvovec 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 giroctocogene fitelparvovec, 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 for certain manufacturing activities for giroctocogene fitelparvovec, while Pfizer is responsible for subsequent worldwide development, manufacturing, marketing and commercialization of giroctocogene fitelparvovec. Sangamo may also collaborate in the research and development of additional AAV-based gene therapy products for hemophilia A. 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 giroctocogene fitelparvovec 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 is 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 giroctocogene fitelparvovec 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 giroctocogene fitelparvovec in the terminated country or countries. Upon execution of the agreement, the Company received an upfront fee of $70.0 million and 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 giroctocogene fitelparvovec 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 agreement, is up to $475.0 million, which includes up to $300.0 million for giroctocogene fitelparvovec 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 14% - 20% of the annual worldwide 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, two milestones of $55.0 million in aggregate have been achieved and paid, however no products have been approved and therefore no royalty fees have been earned under the agreement. The Company assessed the agreement with Pfizer in accordance with ASC Topic 606 and concluded that Pfizer was a customer. The total transaction price under this agreement was $134.0 million, which represented the upfront fee and research services fees of $79.0 million and fees related to two achieved milestones in an aggregate amount of $55.0 million. Sangamo was responsible for internal and external research costs as part of the upfront fee and had the ability to request additional reimbursement from Pfizer if certain conditions were met. None of the constrained clinical or regulatory milestones were included in the transaction price. As part of its evaluation of the constraint, the Company considered numerous factors, including the fact that achievement of the milestones at the time was uncertain and contingent upon future periods when the uncertainty related to the variable consideration is resolved. The Company has identified the performance obligations within the agreement as a license to the technology and ongoing research services. The Company concluded that the license was not discrete as it did not have stand-alone value to Pfizer apart from the research services to be performed by the Company pursuant to the agreement. As a result, the Company recognized revenue from the upfront payment based on proportional performance of the ongoing research services through 2020, the period during which the Company performed research services. The estimation of progress towards the satisfaction of its performance obligation |
ACQUISITION OF SANGAMO FRANCE
ACQUISITION OF SANGAMO FRANCE | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION OF SANGAMO FRANCE | ACQUISITION OF SANGAMO FRANCE In 2018, Sangamo entered into various agreements with the goal of eventually acquiring 100% of Sangamo France’s share capital, including arrangements with the holders of approximately 477,000 free shares of Sangamo France pursuant to which the Company had the right to purchase such shares from the holders (a call option), and such holders had the right to sell to the Company such shares from time to time through mid-2021 (a put option) (collectively the “Free Shares Options”). As of December 31, 2021, the Company acquired all of the 477,000 free shares, resulting in 100% ownership of Sangamo France. The acquisition of Sangamo France was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations , in exchange for total consideration of approximately $45.9 million at the Acquisition Date. The operating results of Sangamo France after the Acquisition Date have been included in the Company’s Consolidated Statements of Operations. There was no goodwill impairment during the years ended December 31, 2022, 2021 or 2020. Non-controlling Interest Prior to the acquisition of all the free shares, the fair value of the remaining non-controlling interest was determined based on the number of outstanding free shares comprising the non-controlling interest and the $2.99 acquisition price per share as of the Acquisition Date. The non-controlling interest was presented as a component of stockholders’ equity on the Company’s Consolidated Balance Sheet as of December 31, 2020. As of December 31, 2022 and 2021, after acquisition of 100% of ordinary shares of Sangamo France, the carrying amount of the non-controlling interest was recorded as additional paid ‑ in capital on the Company’s Consolidated Balance Sheet. |
OTHER BALANCE SHEET DETAILS
OTHER BALANCE SHEET DETAILS | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
OTHER BALANCE SHEET DETAILS | OTHER BALANCE SHEET DETAILS Property and Equipment, Net Property and equipment, net consist of the following (in thousands): December 31, 2022 2021 Laboratory equipment $ 39,080 $ 31,988 Leasehold improvements 26,559 21,970 Furniture and fixtures 9,744 9,080 Manufacturing equipment 9,908 8,781 Construction in progress 14,770 4,729 100,061 76,548 Less: accumulated depreciation and amortization (36,530) (25,025) Property and equipment, net $ 63,531 $ 51,523 Depreciation and amortization expense was $12.1 million in 2022, $9.4 million in 2021 and $5.7 million in 2020. Intangible Assets The changes in intangible assets were as follows (in thousands): December 31, 2022 2021 Balance at beginning of year $ 53,760 $ 58,128 Foreign currency translation adjustment (3,031) (4,368) Balance at end of year $ 50,729 $ 53,760 Goodwill The changes in goodwill were as follows (in thousands): December 31, 2022 2021 Balance at beginning of year $ 39,702 $ 42,798 Foreign currency translation adjustment (2,150) (3,096) Balance at end of year $ 37,552 $ 39,702 Other Accrued Liabilities Other accrued liabilities consist of the following (in thousands): December 31, 2022 2021 Accrued research and development expenses $ 7,115 $ 4,878 Operating lease liabilities – current 4,122 4,026 Accrued professional fees 1,704 869 Other 3,066 1,804 Total other accrued liabilities $ 16,007 $ 11,577 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Leases Sangamo occupies approximately 87,700 square feet of office and research and development laboratory facilities in Brisbane, California pursuant to a lease that expires in May 2029. Sangamo also occupies approximately 59,485 square feet of research and office space, subject to a lease that expires in August 2031, and approximately 7,700 of office space, subject to a lease that expires in August 2026, in Richmond, California. In addition, the Company leases approximately 26,600 square feet of office and research and development space in Valbonne, France, subject to leases that expire beginning in June 2025 through January 2030. In May 2020, the Company entered into an amendment to an existing lease to acquire approximately 8,500 square feet of additional research and office space in Richmond, California. The amended lease was effective October 1, 2020, and the Company recorded a lease liability and corresponding right-of-use asset of $1.3 million upon inception of this amended lease. In January 2021, the Company entered into an amendment to an existing lease to acquire approximately 5,000 square feet of research and office space in Richmond, California. With this amendment, the existing lease expires in August 2026. Total lease payments over the life of this amended lease are approximately $0.9 million. Variable lease payments include the Company’s allocated share of costs incurred and expenditures made by the landlord in the operation and management of the building. On February 1, 2021, the lease commencement date, the Company recorded an operating lease right-of-use asset and a corresponding lease liability of $0.7 million. In January 2021, the Company also entered into a new lease to acquire approximately 5,800 square feet of research and office space in Valbonne, France, which expires in January 2030. Total lease payments over the life of this amended lease are approximately $0.8 million. Variable lease payments include the Company’s allocated share of costs incurred and expenditures made by the landlord in the operation and management of the building. On January 29, 2021, the lease commencement date, the Company recorded an operating lease right-of-use asset and a corresponding lease liability of $0.6 million. In October 2021, the Company entered into an agreement to extend the lease of its research and office space in Richmond, California by five years until August 2031. The Company also leased an additional 7,997 square feet of office space at the same location from November 2021 through August 2031. The amended lease was effective October 1, 2021, and the Company recorded an adjustment to the lease liability and the corresponding right-of-use asset of $9.1 million upon inception of this amended lease. Pursuant to the terms of the amended lease, the landlord agreed to reimburse the Company up to $2.6 million, related to a tenant improvement allowance. Certain of these leases include renewal options at the election of the Company to renew or extend the lease for an additional five The Company performed evaluations of its contracts and determined each of its identified leases are operating leases. Components of operating leases were as follows (in thousands): December 31, 2022 2021 Operating lease cost $ 11,029 $ 10,839 Variable lease cost 3,305 2,831 Total $ 14,334 $ 13,670 Variable lease expenses were not included in the measurement of the Company’s operating ROU assets and lease liabilities. This variable expense consists primarily of the Company’s proportionate share of operating expenses, property taxes and insurance and is classified as lease expense, due to the Company’s election to not separate lease and non-lease components. Cash paid for amounts included in the measurement of operating lease liabilities for the year ended December 31, 2022, 2021 and 2020 was $10.1 million, $6.9 million, and $6.4 million, respectively and was included in net cash used in operating activities in the Company’s Consolidated Statements of Cash Flows. Rent expense related to lease agreements was $11.0 million, $10.8 million, and $10.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. Future minimum payments under lease obligations at December 31, 2022 consist of the following (in thousands): Total 2023 $ 6,832 2024 7,318 2025 7,552 2026 7,533 2027 7,480 Thereafter 15,807 Total lease payments 52,522 Less: Imputed interest (9,171) Tenant improvement allowance included in contra-lease liability (243) Total $ 43,108 Reported as of December 31, 2022: Short-term portion of lease liabilities (included in other accrued liabilities on the Consolidated Balance Sheet) $ 4,122 Long-term portion of lease liabilities 38,986 Total $ 43,108 As of December 31, 2022, the weighted-average remaining lease term is 7.0 years and the weighted-average incremental borrowing rate used to determine the operating lease liability was 5.6% for the Company’s operating leases. Contractual Commitments The Company’s non-cancelable material contractual commitments under manufacturing-related supplier arrangements as of December 31, 2022 related to Lonza Netherlands, B.V. amount to $7.5 million and expire in December 2023. The Company also had $0.6 million of license obligations related to its intellectual property as of December 31, 2022. 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, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Preferred Stock The Company’s Certificate of Incorporation authorizes the Company to issue up to 5,000,000 shares of preferred stock, which may be issued at the discretion of the Company’s Board of Directors. As of December 31, 2022, no shares of the Company’s preferred stock have been issued or are outstanding. Common Stock In June 2020, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the total number of shares of the Company’s common stock authorized for issuance from 160,000,000 shares to 320,000,000 shares. As of December 31, 2022, 166,793,320 shares of the Company’s common stock are outstanding. In connection with the collaboration agreement with BIMA described in Note 4 of these Consolidated Financial Statements, the Company entered into a stock purchase agreement with BIMA, pursuant to which BIMA agreed to purchase the Biogen Shares at a price per share of $9.2137, for an aggregate purchase price of $225.0 million. The Company closed the sale of the Biogen Shares in April 2020. At-the-Market Offering Agreement In August 2020, the Company entered into an Open Market Sale Agreement℠ with Jefferies LLC (“Jefferies”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of the Company’s common stock having an aggregate offering price of up to $150.0 million through Jefferies as the Company’s sales agent or principal. In December 2022, the Company entered into Amendment No. 2 to the Open Market Sale Agreement℠ which increased the aggregate offering price under the at-the-market offering program by an additional $175.0 million. The Company is not obligated to sell any shares under the sales agreement. As of December 31, 2022, the Company sold 19,300,743 shares of its common stock for net proceeds of approximately $84.9 million. As of December 31, 2021, the Company sold 2,007,932 shares of its common stock for net proceeds of approximately $27.1 million. 2018 Equity Incentive Plan In May 2020, the Company’s stockholders approved an amendment and restatement of the 2018 Equity Incentive Plan (the “2018 Plan”), to, among other things, increase the aggregate number of shares of the Company’s common stock reserved for issuance under the 2018 Plan by 9,900,000 shares. Additionally, in May 2022, the Company’s stockholders approved an amendment and restatement of the 2018 Plan to, among other things, increase the aggregate number of shares of the Company’s common stock reserved for issuance under the 2018 Plan by 7,900,000 shares. The exercise price of a stock option granted under the 2018 Plan may not be less than 100% of the fair market value of the Company’s common stock subject to the stock option on the date of grant, and the option term will not exceed 10 years. If the person to whom the stock option is granted is a 10% stockholder of the Company, and the stock option granted qualifies as an incentive stock option, 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 three 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. As of December 31, 2022, there were 9,869,961 shares of the Company’s common stock reserved for future awards under the Company’s 2018 Plan. 2020 Employee Stock Purchase Plan In May 2021, the Company’s stockholders approved the Company’s 2020 Employee Stock Purchase Plan (“the ESPP”). The ESPP provides for a total of 5.0 million shares of common stock reserved for issuance thereunder. Eligible employees may purchase common stock at 85% 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. As of December 31, 2022, there were 4,205,502 shares of the Company’s common stock reserved for future issuance under the ESPP. Stock Option Activity A summary of the Company’s stock option activity is as follows: Number of Weighted- Weighted-Average Aggregate (in years) (in thousands) Options outstanding at December 31, 2021 11,963,277 $ 10.36 Options granted 3,399,360 $ 5.75 Options exercised (28,354) $ 4.40 Options canceled (2,159,288) $ 10.09 Options outstanding at December 31, 2022 13,174,995 $ 9.22 6.96 $ — Options exercisable at December 31, 2022 7,823,318 $ 10.30 5.83 $ — The intrinsic value of options exercised was zero, $2.8 million and $5.4 million during the years ended December 31, 2022, 2021 and 2020, respectively. Restricted Stock Units During the years ended December 31, 2022, 2021 and 2020, the Company awarded 4,349,795, 2,140,785, and 2,517,101 RSUs, respectively. The RSUs awarded in the years ended December 31, 2022, 2021 and 2020 had an average grant date fair value per award of $5.52, $11.16 and $8.06, respectively. These awards generally vest over three years. The aggregate fair value of RSUs vested during the years ended December 31, 2022, 2021 and 2020 was $13.1 million, $9.0 million and $3.7 million, respectively. A summary of the Company’s RSU activity is as follows: Number of Weighted-Average Aggregate Intrinsic (in years) (in thousands) RSUs outstanding at December 31, 2021 3,139,594 RSUs awarded 4,349,795 RSUs released (1,346,660) RSUs forfeited (898,831) RSUs outstanding at December 31, 2022 5,243,898 1.03 $ 16,466 RSUs that vested in the years ended December 31, 2022, 2021 and 2020 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 380,917, 293,120, and 90,617 for the years ended December 31, 2022, 2021 and 2020, 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 $2.1 million, $3.3 million and $0.8 million in the years ended December 31, 2022, 2021 and 2020, 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. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 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, 2022 2021 2020 Research and development $ 18,404 $ 19,534 $ 13,523 General and administrative 13,246 13,422 12,185 Total stock-based compensation expense $ 31,650 $ 32,956 $ 25,708 As of December 31, 2022, total stock-based compensation expense to be recognized in future periods related to unvested stock options was $23.3 million, which is expected to be expensed over a weighted-average period of 2.07 years. As of December 31, 2022, total stock-based compensation expense to be recognized in future periods related to unvested RSUs was $23.7 million, which is expected to be expensed over a weighted-average period of 1.90 years. There was no capitalized stock-based employee compensation expense as of December 31, 2022, 2021 or 2020. Valuation Assumptions Employee stock-based compensation expense was determined using the Black-Scholes option valuation model for stock options and employee share purchases under the ESPP. Option valuation models require the input of subjective assumptions and these assumptions can vary over time. The fair value of RSUs was based on the closing price of the underlying common stock on the date of grant. 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 the years ended December 31, 2022, 2021 and 2020 was $3.73, $7.34, and $5.25, 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 were as follows: Year Ended December 31, 2022 2021 2020 Risk-free interest rate 2.15-3.69% 0.95-1.22% 0.34-0.61% Expected term (in years) 5.46-5.49 5.46-5.52 5.51-5.57 Expected dividend yield of stock — — — Expected volatility 72.38-76.01% 77.30-79.77% 77.61-80.32% Employees purchased 576,950, 433,107 and 274,382 shares of common stock through the ESPP at a weighted-average exercise price of $3.07, $7.78, and $7.34 per share during the years ended December 31, 2022, 2021 and 2020, respectively. The weighted-average estimated fair values of shares purchased under the Company’s ESPP during the years ended December 31, 2022, 2021 and 2020 were $1.85, $4.48 and $8.02, respectively, based upon the assumptions used in the Black-Scholes valuation model. The assumptions used for estimating the fair value of the ESPP purchase rights are as follows: Year Ended December 31, 2022 2021 2020 Risk-free interest rate 1.62-4.61% 0.01-2.80% 1.53-2.80% Expected term (in years) 0.5-2.0 0.0-2.0 0.5-2.0 Expected dividend yield of stock — — — Expected volatility 57.97-72.14% 32.54-97.88% 51.02-91.96% |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | 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 100% in 2022 and 2021 and 50% for the first 8% in 2020, up to a limit of $4,000 in 2022, 2021 and 2020. Matching funds are fully vested when contributed. Contributions to the Sangamo 401(k) Plan by the Company were $1.5 million, $1.5 million, and $1.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The domestic and foreign components of loss before income taxes were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Domestic $ (216,573) $ (185,216) $ (126,624) Foreign 24,724 7,225 5,847 Loss before income taxes $ (191,849) $ (177,991) $ (120,777) Income tax expense consisted of the following (in thousands): Year Ended December 31, 2022 2021 2020 Income tax expense: Current: Federal $ — $ — $ — State — — 133 Foreign 500 886 686 Subtotal 500 886 819 Deferred: Federal — — — State — — — Foreign (71) (580) (474) Subtotal (71) (580) (474) Income tax expense $ 429 $ 306 $ 345 The difference between the income tax expense and the amount computed by applying the federal statutory income tax rate to loss before income taxes is explained as follows (in thousands): Year Ended December 31, 2022 2021 2020 Tax at federal statutory rate $ (40,288) $ (37,372) $ (25,363) State taxes, net (6,895) (6,734) (3,168) Foreign rate differential 309 362 376 Global Intangible Low-taxed Income 1,002 637 1,335 Non-deductible stock-based compensation 3,545 2,770 4,232 Research credits (6,694) (5,230) (3,657) Change in valuation allowance 44,005 45,373 26,537 Transfer pricing settlement 4,343 — — Other 1,102 500 53 Income tax expense $ 429 $ 306 $ 345 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 and liabilities are as follows (in thousands): December 31, 2022 2021 Assets: Deferred tax assets: Net operating loss carryforwards $ 174,129 $ 159,740 Research and development tax credit carryforwards 44,264 35,260 Stock-based compensation 7,695 6,691 Deferred revenue 38,700 61,114 Capitalized research 37,985 — Fixed assets 10,087 10,130 Lease liability 10,074 11,279 Accruals and reserves 1,603 1,119 Other 283 106 Total deferred tax asset 324,820 285,439 Valuation allowance 301,840 259,820 Deferred tax assets 22,980 25,619 Liabilities: Intangible assets (13,512) (13,856) Operating lease right-of-use assets (14,620) (17,348) Deferred tax liabilities (28,132) (31,204) Total net deferred tax liabilities $ (5,152) $ (5,585) The deferred tax assets and liabilities based on tax jurisdictions are presented on the Consolidated Balance Sheets as follows (in thousands): December 31, 2022 2021 Deferred tax assets (included in Other non-current assets on the Consolidated Balance Sheets) $ 1,118 $ 1,060 Deferred tax liabilities (6,270) (6,645) Net deferred tax liabilities $ (5,152) $ (5,585) 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 increased by $42.0 million, $45.5 million and $26.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, Sangamo had net operating loss carryforwards for federal and state income tax purposes of approximately $689.7 million and $312.0 million, respectively. The federal net operating loss generated before 2018 will begin to expire in 2023 and will keep expiring through 2037, if not utilized. Federal net operating loss generated from 2018 will carry forward indefinitely. If not utilized, the state net operating loss carryforwards will begin to expire in 2029, respectively. The Company’s French net operating loss carryforward balance is $115.6 million, which carries over indefinitely. The Company also has federal and state research tax credit carryforwards of $36.8 million and $26.1 million, respectively. The federal research credits will begin to expire in 2023 and will keep expiring through 2042, 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. The Company’s policy is to reinvest the earnings of its non-U.S. subsidiaries in those operations. The Company does not provide for U.S. 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 U.S. taxes and withholding taxes. Due to the cumulative losses generated in foreign countries there are no earnings to repatriate. 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 the United Kingdom and French income tax returns, and the tax years from 2008 and thereafter remain open in the United Kingdom, and the tax years 2018 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, 2022, the Company had $0.2 million 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 amount that would impact the effective tax rate was $1.2 million, $1.2 million, and $0.6 million as of December 31, 2022, 2021 and 2020, respectively. The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands): December 31, 2022 2021 2020 Beginning balance $ 15,062 $ 12,892 $ 11,630 Additions based on tax positions related to the current year 3,177 2,454 2,834 Additions for tax positions of prior years 278 130 1,982 Reductions for tax positions of prior years (338) (414) (3,554) Ending balance $ 18,179 $ 15,062 $ 12,892 |
RELATED PARTY TRANSACTION
RELATED PARTY TRANSACTION | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTION | RELATED PARTY TRANSACTIONThere were no material related party transactions during the year ended December 31, 2022 and 2021. |
ORGANIZATION, BASIS OF PRESEN_2
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net loss attributable to non-controlling interests on its Consolidated Statements of Operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties. |
Use of Estimates | Use of EstimatesThe preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated 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, income taxes, 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 The Company accounts for its revenues pursuant to the provisions of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company’s contract revenues are derived from collaboration agreements including licensing arrangements and research services. Research and licensing agreements typically include nonrefundable upfront signing or license fees, payments at negotiated rates for time incurred by Company researchers, third-party cost reimbursements, additional target selection fees, sublicense fees, milestone payments tied to ongoing development and product commercialization, and royalties on future licensees’ product sales. All funds received from the Company’s collaboration partners are generally not refundable. Non-refundable upfront fees are fixed at the commencement of the contract. All other fees represent variable consideration in contracts. One of the Company’s contracts also contains a provision where we reimburse its customer for certain costs they incur which is accounted for as a reduction to the contract transaction price as we do not acquire any distinct goods or services in exchange for such payments. Deferred revenue primarily represents the portion of nonrefundable upfront fees or milestone payments received but not earned. In determining the appropriate amount of revenue to be recognized as the Company 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. Most of the Company’s performance obligations in its collaboration agreements represent distinct bundles of licenses of intellectual property and research and development services, with these components being individually non-distinct. Options to license our intellectual property and/or acquire research and development services also represent performance obligations when they grant customers a material right, e.g. a right to a discount the customer would not have received if they did not purchase our services under the existing contract. Revenues from bundles of licenses of intellectual property and research and development services are recognized over time using a proportional performance method. Under this method, revenue is recognized by measuring progress towards satisfaction of the relevant performance obligation using a measure that best depicts the progress towards satisfaction of the relevant performance obligation. For most of the Company’s agreements the measure of progress is an input measure based on a level of effort incurred, which includes the value of actual time by Company researchers plus third-party cost reimbursements. Consideration allocated to options that include material rights is deferred until the options are exercised or expire. The exercise of such options is accounted for as contract continuation, with target selection fees and estimated variable consideration included in the transaction price at that time and allocated specifically to the respective target’s performance obligation. 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. Changes in these estimates can have a material effect on revenue recognized. 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. For variable consideration, 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. A cumulative catch-up is then recorded in the current period to reflect the updated transaction price and the updated measure of progress. The estimated period of performance and level of effort, including the value of Company researchers’ time and third-party costs, are reviewed quarterly and adjusted, as needed, to reflect the Company’s current expectations. 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, discount rates and probabilities of exercise of technical and regulatory success, and the expected level of effort for research and development services. |
Accounts Receivable | Accounts ReceivableAccounts receivable consists of amounts billed to the Company’s collaboration partners for cost reimbursements for research services. 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. The Company records trade receivables net of allowances for credit losses. The Company applies an aging method to estimate credit losses and considers its historical loss information, adjusted to account for current conditions, and reasonable and supportable forecasts of future economic conditions affecting its customers. As of December 31, 2022, the Company had not incurred any losses related to these receivables. |
Goodwill and Intangible Assets | Goodwill and Intangible AssetsGoodwill represents the excess of consideration transferred over the fair values of assets acquired and liabilities assumed in a business combination. Intangible assets with indefinite useful lives are related to purchased in-process research and development (“IPR&D”) projects and are measured at their respective fair values as of the acquisition date. Goodwill and intangible assets with indefinite useful lives are not amortized. Intangible assets related to IPR&D projects 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. The Company tests goodwill and indefinite-lived intangible assets 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 the fair values of the assets are below their respective carrying amounts. |
Valuation of Long-Lived Assets | Valuation of Long-lived AssetsLong-lived assets, including property and equipment and finite-lived intangible assets, are reviewed for impairment whenever facts or circumstances either internally or externally may suggest that the carrying value of an asset may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. |
Fair Value Measurements | Fair Value Measurements The carrying amounts for financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate fair value due to their short-term maturities. Marketable securities are stated at their estimated fair values. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash 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 cash, deposits in demand money market accounts and U.S. government-sponsored entity debt securities. |
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 income (loss) (“AOCI”). The Company classifies those investments that are not required for use in current operations and that mature in more than 12 months as non-current marketable securities in the accompanying Consolidated Balance Sheets. The Company’s investments are subject to a periodic impairment review. 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 marketable securities are included in interest and other income, net, which are determined using the specific identification method. Credit losses related to the marketable securities are recorded in interest and other income (expense), net in the Consolidated Statements of Operations through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. |
Concentrations of Credit Risk and Other Risks | Concentrations of Credit Risk and Other Risks Cash, cash equivalents, and marketable securities consist of financial instruments that potentially subject the Company to a concentration of credit risk to the extent of the fair value recorded in the Consolidated Balance Sheets. The Company invests cash that is not required for immediate operating needs primarily in highly liquid instruments that bear minimal risk. The Company has established policies relating to the quality, diversification, and maturities of securities to enable the Company to manage its credit risk. The Company is exposed to credit risk in the event of a default by the financial institutions or issuers of investments holding its cash, cash equivalents, and investments to the extent recorded on the Consolidated Balance Sheets. Certain materials and key components that the Company utilizes in its operations are obtained through single suppliers. Since the suppliers of key components and materials must be named in an investigational new drug application (“IND”) filed with the U.S. Food and Drug Administration for a product, significant delays can occur if the qualification of a new supplier is required. If delivery of material from the Company’s suppliers were interrupted for any reason, the Company may be unable to supply any of its product candidates for clinical trials. |
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 which is generally three |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist primarily of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by contract research organizations, materials and supplies and overhead allocations consisting of various support and facility-related costs. Research and development costs are expensed as incurred. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses consist of finance, human resources, legal and other administrative activities. These expenses consist primarily of personnel costs, including salaries, benefits and stock-based compensation, facilities and overhead costs, legal expenses, and other general and administrative costs. |
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 Stock Purchase Plan (“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, expected dividend yield of stock 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. The Company accounts for forfeitures in the period they occur. |
Income Taxes | Income Taxes Income tax expense has been calculated 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. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Company’s Consolidated Financial Statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related income tax liability within other accrued liabilities on its Consolidated Balance Sheets. The Company evaluates uncertain tax positions on a regular basis and makes adjustments to these accruals when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of remaining lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease in a similar economic environment. The Company considers its credit risk, term of the lease, and total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Rent expense for the Company’s operating leases is recognized on a straight-line basis over the lease term. The Company has elected not to separate lease and non-lease components for its real estate and copier leases and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected not to apply the recognition requirement to any leases with a term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s foreign subsidiaries is primarily the Euro. 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 AOCI within stockholders’ equity. Revenues and expenses from the Company’s foreign subsidiaries are translated using the monthly average exchange rates in effect during the period in |
Net Loss Per Share | Net Loss Per Share Basic net loss per share attributable to Sangamo Therapeutics, Inc. stockholders has been computed by dividing net loss attributable to Sangamo Therapeutics, Inc. stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to Sangamo Therapeutics, Inc. stockholders is calculated by dividing net loss attributable to Sangamo Therapeutics, Inc. stockholders by the weighted-average number of shares of common stock plus potentially dilutive securities outstanding during the period. |
Segments | SegmentsThe Company operates in one segment. Management uses one measure of profitability and does not segregate its business for internal reporting. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements None. |
ORGANIZATION, BASIS OF PRESEN_3
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Revenue from Strategic Partnering Collaboration Agreements and Research Activity Grants as a Percentage of Total Revenues | Revenues from major collaboration agreements and research activity grants as a percentage of total revenues were as follows: Year Ended December 31, 2022 2021 2020 Novartis Institutes for BioMedical Research, Inc. 36 % 34 % 4 % Kite Pharma, Inc. 35 % 23 % 24 % Biogen MA, Inc. 26 % 38 % 24 % Sanofi S.A. 3 % 3 % 5 % Pfizer Inc. — % — % 40 % |
Schedules of Percentage of Accounts Receivable by Collaboration Partners | As of December 31, 2022 and 2021, the percentage of accounts receivable by collaboration partners who individually accounted for 10% or more of accounts receivable were as follows: As of December 31, 2022 2021 Novartis Institutes for BioMedical Research, Inc. 59 % 32 % Kite Pharma, Inc. 19 % 2 % Biogen MA, Inc. 14 % 46 % Sanofi S.A. — % 11 % |
Schedule of Cash and Cash Equivalents | A reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying Consolidated Balance Sheets to the amounts reported within the accompanying Consolidated Statements of Cash Flows is as follows (in thousands): As of December 31, 2022 2021 2020 Cash and cash equivalents $ 100,444 $ 178,872 $ 131,329 Non-current restricted cash 1,500 1,500 1,500 Cash, cash equivalents, and restricted cash as reported within the Consolidated Statements of Cash Flows $ 101,944 $ 180,372 $ 132,829 |
Restrictions on Cash and Cash Equivalents | A reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying Consolidated Balance Sheets to the amounts reported within the accompanying Consolidated Statements of Cash Flows is as follows (in thousands): As of December 31, 2022 2021 2020 Cash and cash equivalents $ 100,444 $ 178,872 $ 131,329 Non-current restricted cash 1,500 1,500 1,500 Cash, cash equivalents, and restricted cash as reported within the Consolidated Statements of Cash Flows $ 101,944 $ 180,372 $ 132,829 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 the Company’s cash equivalents and marketable securities are identified at the following levels within the fair value hierarchy (in thousands): December 31, 2022 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 50,820 $ 50,820 $ — $ — Total 50,820 50,820 — — Marketable securities: U.S. government-sponsored entity debt securities 18,417 — 18,417 — Commercial paper securities 101,165 — 101,165 — Corporate debt securities 11,670 — 11,670 — Asset-backed securities 24,792 — 24,792 — U.S. treasury bills 7,938 7,938 Certificates of deposit 37,461 — 37,461 — Agency bonds 5,590 5,590 Total 207,033 — 207,033 — Total cash equivalents and marketable securities $ 257,853 $ 50,820 $ 207,033 $ — December 31, 2021 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 119,919 $ 119,919 $ — $ — Total 119,919 119,919 — — Marketable securities: U.S. government-sponsored entity debt securities 30,614 — 30,614 — Commercial paper securities 105,757 — 105,757 — Corporate debt securities 33,682 — 33,682 — Asset-backed securities 70,701 — 70,701 — Certificates of deposit 45,091 — 45,091 — Total 285,845 — 285,845 — Total cash equivalents and marketable securities $ 405,764 $ 119,919 $ 285,845 $ — |
CASH EQUIVALENTS AND MARKETAB_2
CASH EQUIVALENTS AND MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | The table below summarizes the Company’s cash equivalents and marketable securities (in thousands): Amortized Gross Gross Estimated December 31, 2022 Assets Cash equivalents: Money market funds $ 50,820 $ — $ — $ 50,820 Total 50,820 — — 50,820 Marketable securities: U.S. government-sponsored entity debt securities 18,710 — (293) 18,417 Commercial paper securities 101,336 22 (193) 101,165 Corporate debt securities 11,760 — (90) 11,670 Asset-backed securities 24,970 2 (180) 24,792 U.S. treasury bills 7,950 — (12) 7,938 Certificates of deposit 37,599 4 (142) 37,461 Agency bonds 5,598 — (8) 5,590 Total 207,923 28 (918) 207,033 Total cash equivalents and marketable securities $ 258,743 $ 28 $ (918) $ 257,853 December 31, 2021 Assets Cash equivalents: Money market funds $ 119,919 $ — $ — $ 119,919 Total 119,919 — — 119,919 Marketable securities: U.S. government-sponsored entity debt securities 30,700 1 (87) 30,614 Commercial paper securities 105,792 7 (42) 105,757 Corporate debt securities 33,723 1 (42) 33,682 Asset-backed securities 70,807 1 (107) 70,701 Certificates of deposit 45,116 1 (26) 45,091 Total 286,138 11 (304) 285,845 Total cash equivalents and marketable securities $ 406,057 $ 11 $ (304) $ 405,764 |
Investments Classified by Contractual Maturity Date | The fair value of marketable securities by contractual maturity were as follows (in thousands): December 31, 2022 2021 Maturing in one year or less $ 177,188 $ 197,676 Maturing after one year through five years 29,845 88,169 Total $ 207,033 $ 285,845 |
MAJOR CUSTOMERS, PARTNERSHIPS_2
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Novartis Institutes for BioMedical Research, Inc. | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Revenues recognized under agreement | Revenues recognized under the agreement were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Revenue related to Novartis agreement: Recognition of upfront license fee $ 31,344 $ 29,945 $ 4,143 Research services 8,384 7,999 1,109 Total $ 39,728 $ 37,944 $ 5,252 |
Biogen MA, Inc. | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Revenues recognized under agreement | Revenues recognized under the agreement were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Revenue related to Biogen agreement: Recognition of license and other fixed consideration $ 21,820 $ 29,224 $ 21,356 Cost-sharing payments for research services, net variable consideration 6,599 13,076 6,545 Total $ 28,419 $ 42,300 $ 27,901 |
Kite Pharma, Inc. | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Revenues recognized under agreement | Revenues recognized under the agreement were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Revenue related to Kite agreement: Recognition of license fee fixed consideration $ 37,032 $ 24,977 $ 25,046 Research services variable consideration 1,560 476 3,562 Total $ 38,592 $ 25,453 $ 28,608 |
Pfizer, Giroctocogene Fitelparvovec | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Revenues recognized under agreement | Revenues recognized under the agreement were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Revenue related to Pfizer giroctocogene fitelparvovec agreement: Recognition of upfront fee and research services $ — $ — $ 3,111 Milestone achievement — — 31,338 Total $ — $ — $ 34,449 |
Pfizer C9ORF72 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Revenues recognized under agreement | Revenues recognized under the agreement were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Revenue related to Pfizer C9ORF72 agreement: Recognition of upfront fee $ — $ — $ 7,985 Milestone achievement — — 5,000 Total $ — $ — $ 12,985 |
Sanofi S.A. | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Revenues recognized under agreement | Revenues recognized under the agreement were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Revenue related to Sanofi agreement: Recognition of upfront fee $ 677 $ 34 $ 298 Research services 2,126 3,057 4,823 Milestone achievement 457 23 201 Total $ 3,260 $ 3,114 $ 5,322 |
OTHER BALANCE SHEET DETAILS (Ta
OTHER BALANCE SHEET DETAILS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consist of the following (in thousands): December 31, 2022 2021 Laboratory equipment $ 39,080 $ 31,988 Leasehold improvements 26,559 21,970 Furniture and fixtures 9,744 9,080 Manufacturing equipment 9,908 8,781 Construction in progress 14,770 4,729 100,061 76,548 Less: accumulated depreciation and amortization (36,530) (25,025) Property and equipment, net $ 63,531 $ 51,523 |
Schedule of Intangible Assets and Goodwill | The changes in intangible assets were as follows (in thousands): December 31, 2022 2021 Balance at beginning of year $ 53,760 $ 58,128 Foreign currency translation adjustment (3,031) (4,368) Balance at end of year $ 50,729 $ 53,760 The changes in goodwill were as follows (in thousands): December 31, 2022 2021 Balance at beginning of year $ 39,702 $ 42,798 Foreign currency translation adjustment (2,150) (3,096) Balance at end of year $ 37,552 $ 39,702 |
Summary of Accounts Payable and Accrued Liabilities | Other accrued liabilities consist of the following (in thousands): December 31, 2022 2021 Accrued research and development expenses $ 7,115 $ 4,878 Operating lease liabilities – current 4,122 4,026 Accrued professional fees 1,704 869 Other 3,066 1,804 Total other accrued liabilities $ 16,007 $ 11,577 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost | The Company performed evaluations of its contracts and determined each of its identified leases are operating leases. Components of operating leases were as follows (in thousands): December 31, 2022 2021 Operating lease cost $ 11,029 $ 10,839 Variable lease cost 3,305 2,831 Total $ 14,334 $ 13,670 |
Lessee, Operating Lease, Liability, Maturity | Future minimum payments under lease obligations at December 31, 2022 consist of the following (in thousands): Total 2023 $ 6,832 2024 7,318 2025 7,552 2026 7,533 2027 7,480 Thereafter 15,807 Total lease payments 52,522 Less: Imputed interest (9,171) Tenant improvement allowance included in contra-lease liability (243) Total $ 43,108 Reported as of December 31, 2022: Short-term portion of lease liabilities (included in other accrued liabilities on the Consolidated Balance Sheet) $ 4,122 Long-term portion of lease liabilities 38,986 Total $ 43,108 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of the Company’s stock option activity is as follows: Number of Weighted- Weighted-Average Aggregate (in years) (in thousands) Options outstanding at December 31, 2021 11,963,277 $ 10.36 Options granted 3,399,360 $ 5.75 Options exercised (28,354) $ 4.40 Options canceled (2,159,288) $ 10.09 Options outstanding at December 31, 2022 13,174,995 $ 9.22 6.96 $ — Options exercisable at December 31, 2022 7,823,318 $ 10.30 5.83 $ — |
Summary of Restricted Stock Unit Activity | A summary of the Company’s RSU activity is as follows: Number of Weighted-Average Aggregate Intrinsic (in years) (in thousands) RSUs outstanding at December 31, 2021 3,139,594 RSUs awarded 4,349,795 RSUs released (1,346,660) RSUs forfeited (898,831) RSUs outstanding at December 31, 2022 5,243,898 1.03 $ 16,466 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [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, 2022 2021 2020 Research and development $ 18,404 $ 19,534 $ 13,523 General and administrative 13,246 13,422 12,185 Total stock-based compensation expense $ 31,650 $ 32,956 $ 25,708 |
Assumptions Used for Estimating Fair Value of Employee Stock Options | The assumptions used for estimating the fair value of the employee stock options were as follows: Year Ended December 31, 2022 2021 2020 Risk-free interest rate 2.15-3.69% 0.95-1.22% 0.34-0.61% Expected term (in years) 5.46-5.49 5.46-5.52 5.51-5.57 Expected dividend yield of stock — — — Expected volatility 72.38-76.01% 77.30-79.77% 77.61-80.32% |
Weighted-Average Assumptions Used for Estimating Fair Value of ESPP Purchase Rights | The assumptions used for estimating the fair value of the ESPP purchase rights are as follows: Year Ended December 31, 2022 2021 2020 Risk-free interest rate 1.62-4.61% 0.01-2.80% 1.53-2.80% Expected term (in years) 0.5-2.0 0.0-2.0 0.5-2.0 Expected dividend yield of stock — — — Expected volatility 57.97-72.14% 32.54-97.88% 51.02-91.96% |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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): Year Ended December 31, 2022 2021 2020 Domestic $ (216,573) $ (185,216) $ (126,624) Foreign 24,724 7,225 5,847 Loss before income taxes $ (191,849) $ (177,991) $ (120,777) |
Summary of Benefit for Income Taxes | ncome tax expense consisted of the following (in thousands): Year Ended December 31, 2022 2021 2020 Income tax expense: Current: Federal $ — $ — $ — State — — 133 Foreign 500 886 686 Subtotal 500 886 819 Deferred: Federal — — — State — — — Foreign (71) (580) (474) Subtotal (71) (580) (474) Income tax expense $ 429 $ 306 $ 345 |
Schedule of Difference Between Benefit for Income Taxes and Federal Statutory Income Tax Rate | The difference between the income tax expense and the amount computed by applying the federal statutory income tax rate to loss before income taxes is explained as follows (in thousands): Year Ended December 31, 2022 2021 2020 Tax at federal statutory rate $ (40,288) $ (37,372) $ (25,363) State taxes, net (6,895) (6,734) (3,168) Foreign rate differential 309 362 376 Global Intangible Low-taxed Income 1,002 637 1,335 Non-deductible stock-based compensation 3,545 2,770 4,232 Research credits (6,694) (5,230) (3,657) Change in valuation allowance 44,005 45,373 26,537 Transfer pricing settlement 4,343 — — Other 1,102 500 53 Income tax expense $ 429 $ 306 $ 345 |
Schedule of Company's Deferred Tax Assets | Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 31, 2022 2021 Assets: Deferred tax assets: Net operating loss carryforwards $ 174,129 $ 159,740 Research and development tax credit carryforwards 44,264 35,260 Stock-based compensation 7,695 6,691 Deferred revenue 38,700 61,114 Capitalized research 37,985 — Fixed assets 10,087 10,130 Lease liability 10,074 11,279 Accruals and reserves 1,603 1,119 Other 283 106 Total deferred tax asset 324,820 285,439 Valuation allowance 301,840 259,820 Deferred tax assets 22,980 25,619 Liabilities: Intangible assets (13,512) (13,856) Operating lease right-of-use assets (14,620) (17,348) Deferred tax liabilities (28,132) (31,204) Total net deferred tax liabilities $ (5,152) $ (5,585) The deferred tax assets and liabilities based on tax jurisdictions are presented on the Consolidated Balance Sheets as follows (in thousands): December 31, 2022 2021 Deferred tax assets (included in Other non-current assets on the Consolidated Balance Sheets) $ 1,118 $ 1,060 Deferred tax liabilities (6,270) (6,645) Net deferred tax liabilities $ (5,152) $ (5,585) |
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, 2022 2021 2020 Beginning balance $ 15,062 $ 12,892 $ 11,630 Additions based on tax positions related to the current year 3,177 2,454 2,834 Additions for tax positions of prior years 278 130 1,982 Reductions for tax positions of prior years (338) (414) (3,554) Ending balance $ 18,179 $ 15,062 $ 12,892 |
ORGANIZATION, BASIS OF PRESEN_4
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Organization and Summary of Significant Accounting Policies [Line Items] | |||
Capital resources | $ 307,500,000 | ||
Net loss | 192,278,000 | $ 178,286,000 | $ 120,996,000 |
Accumulated deficit | 1,148,545,000 | 956,267,000 | |
Revenues | 111,299,000 | 110,701,000 | 118,192,000 |
Net loss | $ (192,278,000) | $ (178,297,000) | $ (121,122,000) |
Earnings per share, basic (in dollars per share) | $ / shares | $ (1.25) | $ (1.23) | $ (0.90) |
Goodwill and intangible asset impairment | $ 0 | ||
Impairment of long-lived assets held-for-use | 0 | ||
Letter of credit | $ 1,500,000 | ||
Stock options and RSUs outstanding (in shares) | shares | 18,560,755 | 15,159,908 | 14,237,871 |
Number of operating segments | segment | 1 | ||
Pfizer SB-525 | |||
Organization and Summary of Significant Accounting Policies [Line Items] | |||
Revenues | $ 0 | ||
Pfizer SB-525 | Change in collaboration agreement scope | Collaborative arrangement | |||
Organization and Summary of Significant Accounting Policies [Line Items] | |||
Revenues | $ 1,600,000 | $ 8,900,000 | |
Net loss | $ 1,600,000 | $ 8,900,000 | |
Earnings per share, basic (in dollars per share) | $ / shares | $ 0.01 | $ 0.06 | |
Minimum | |||
Organization and Summary of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of related assets | 3 years | ||
Maximum | |||
Organization and Summary of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of related assets | 5 years |
ORGANIZATION, BASIS OF PRESEN_5
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES - Revenues from Strategic Partnering Collaboration Agreements and Research Activity Grants (Details) - Revenue from Contract with Customer - Revenue From Collaboration Agreements, Grants And Licensing Concentration Risk | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Novartis Institutes for BioMedical Research, Inc. | |||
Concentration Risk [Line Items] | |||
Percentage of revenues | 36% | 34% | 4% |
Kite Pharma, Inc. | |||
Concentration Risk [Line Items] | |||
Percentage of revenues | 35% | 23% | 24% |
Biogen MA, Inc. | |||
Concentration Risk [Line Items] | |||
Percentage of revenues | 26% | 38% | 24% |
Sanofi S.A. | |||
Concentration Risk [Line Items] | |||
Percentage of revenues | 3% | 3% | 5% |
Pfizer Inc. | |||
Concentration Risk [Line Items] | |||
Percentage of revenues | 0% | 0% | 40% |
ORGANIZATION, BASIS OF PRESEN_6
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES - Reconciliation of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 100,444 | $ 178,872 | $ 131,329 | |
Non-current restricted cash | 1,500 | 1,500 | 1,500 | |
Cash, cash equivalents, and restricted cash as reported within the Consolidated Statements of Cash Flows | $ 101,944 | $ 180,372 | $ 132,829 | $ 81,928 |
ORGANIZATION, BASIS OF PRESEN_7
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES - Percentage of Accounts Receivable (Details) - Accounts Receivable - Accounts receivable from collaboration agreements, cost reimbursements concentration risk | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Novartis Institutes for BioMedical Research, Inc. | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable | 59% | 32% |
Kite Pharma, Inc. | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable | 19% | 2% |
Biogen MA, Inc. | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable | 14% | 46% |
Sanofi S.A. | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable | 0% | 11% |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Fair Value Measurements of Cash Equivalents, Available-for-Sale Securities and Free Share Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | $ 207,033 | $ 285,845 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 50,820 | 119,919 |
U.S. government-sponsored entity debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 18,417 | 30,614 |
Commercial paper securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 101,165 | 105,757 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 11,670 | 33,682 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 24,792 | 70,701 |
U.S. treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 7,938 | |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 37,461 | 45,091 |
Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 5,590 | |
Fair value on recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 50,820 | 119,919 |
Total marketable securities | 207,033 | 285,845 |
Total cash equivalents and marketable securities | 257,853 | 405,764 |
Fair value on recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 50,820 | 119,919 |
Total marketable securities | 0 | 0 |
Total cash equivalents and marketable securities | 50,820 | 119,919 |
Fair value on recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Total marketable securities | 207,033 | 285,845 |
Total cash equivalents and marketable securities | 207,033 | 285,845 |
Fair value on recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Total marketable securities | 0 | 0 |
Total cash equivalents and marketable securities | 0 | 0 |
Fair value on recurring basis | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 50,820 | 119,919 |
Fair value on recurring basis | Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 50,820 | 119,919 |
Fair value on recurring basis | Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Fair value on recurring basis | Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Fair value on recurring basis | U.S. government-sponsored entity debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 18,417 | 30,614 |
Fair value on recurring basis | U.S. government-sponsored entity debt securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Fair value on recurring basis | U.S. government-sponsored entity debt securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 18,417 | 30,614 |
Fair value on recurring basis | U.S. government-sponsored entity debt securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Fair value on recurring basis | Commercial paper securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 101,165 | 105,757 |
Fair value on recurring basis | Commercial paper securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Fair value on recurring basis | Commercial paper securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 101,165 | 105,757 |
Fair value on recurring basis | Commercial paper securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Fair value on recurring basis | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 11,670 | 33,682 |
Fair value on recurring basis | Corporate debt securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Fair value on recurring basis | Corporate debt securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 11,670 | 33,682 |
Fair value on recurring basis | Corporate debt securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Fair value on recurring basis | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 24,792 | 70,701 |
Fair value on recurring basis | Asset-backed securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Fair value on recurring basis | Asset-backed securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 24,792 | 70,701 |
Fair value on recurring basis | Asset-backed securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Fair value on recurring basis | U.S. treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 7,938 | |
Fair value on recurring basis | U.S. treasury bills | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | ||
Fair value on recurring basis | U.S. treasury bills | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 7,938 | |
Fair value on recurring basis | U.S. treasury bills | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | ||
Fair value on recurring basis | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 37,461 | 45,091 |
Fair value on recurring basis | Certificates of deposit | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Fair value on recurring basis | Certificates of deposit | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 37,461 | 45,091 |
Fair value on recurring basis | Certificates of deposit | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | $ 0 |
Fair value on recurring basis | Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 5,590 | |
Fair value on recurring basis | Agency bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | ||
Fair value on recurring basis | Agency bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 5,590 | |
Fair value on recurring basis | Agency bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities |
CASH EQUIVALENTS AND MARKETAB_3
CASH EQUIVALENTS AND MARKETABLE SECURITIES - Summary of Cash Equivalents and Available-for-Sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents, at carrying value, total | $ 100,444 | $ 178,872 |
Available-for-sale securities, amortized cost | 207,923 | 286,138 |
Available-for-sale securities, gross unrealized gains | 28 | 11 |
Available-for-sale securities, gross unrealized (Losses) | (918) | (304) |
Available-for-sale securities, estimated fair value | 207,033 | 285,845 |
Total cash equivalents and available-for-sale securities, amortized cost | 258,743 | 406,057 |
Total cash equivalents and available-for-sale securities, gross unrealized gains | 28 | 11 |
Total cash equivalents and available-for-sale securities, gross unrealized (losses) | (918) | (304) |
Total cash equivalents and available-for-sale securities, estimated fair value | 257,853 | 405,764 |
Money market funds | ||
ASSETS | ||
Cash and cash equivalents, at carrying value, total | 50,820 | 119,919 |
Cash equivalents, gross unrealized gains | 0 | 0 |
Cash and cash equivalents accumulated gross unrealized loss before tax | 0 | 0 |
Cash equivalents, estimated fair value | 50,820 | 119,919 |
Cash equivalents: | ||
ASSETS | ||
Cash and cash equivalents, at carrying value, total | 50,820 | 119,919 |
Cash equivalents, gross unrealized gains | 0 | 0 |
Cash and cash equivalents accumulated gross unrealized loss before tax | 0 | 0 |
Cash equivalents, estimated fair value | 50,820 | 119,919 |
U.S. government-sponsored entity debt securities | ||
ASSETS | ||
Available-for-sale securities, amortized cost | 18,710 | 30,700 |
Available-for-sale securities, gross unrealized gains | 0 | 1 |
Available-for-sale securities, gross unrealized (Losses) | (293) | (87) |
Available-for-sale securities, estimated fair value | 18,417 | 30,614 |
Commercial paper securities | ||
ASSETS | ||
Available-for-sale securities, amortized cost | 101,336 | 105,792 |
Available-for-sale securities, gross unrealized gains | 22 | 7 |
Available-for-sale securities, gross unrealized (Losses) | (193) | (42) |
Available-for-sale securities, estimated fair value | 101,165 | 105,757 |
Corporate debt securities | ||
ASSETS | ||
Available-for-sale securities, amortized cost | 11,760 | 33,723 |
Available-for-sale securities, gross unrealized gains | 0 | 1 |
Available-for-sale securities, gross unrealized (Losses) | (90) | (42) |
Available-for-sale securities, estimated fair value | 11,670 | 33,682 |
Asset-backed securities | ||
ASSETS | ||
Available-for-sale securities, amortized cost | 24,970 | 70,807 |
Available-for-sale securities, gross unrealized gains | 2 | 1 |
Available-for-sale securities, gross unrealized (Losses) | (180) | (107) |
Available-for-sale securities, estimated fair value | 24,792 | 70,701 |
U.S. treasury bills | ||
ASSETS | ||
Available-for-sale securities, amortized cost | 7,950 | |
Available-for-sale securities, gross unrealized gains | 0 | |
Available-for-sale securities, gross unrealized (Losses) | (12) | |
Available-for-sale securities, estimated fair value | 7,938 | |
Certificates of deposit | ||
ASSETS | ||
Available-for-sale securities, amortized cost | 37,599 | 45,116 |
Available-for-sale securities, gross unrealized gains | 4 | 1 |
Available-for-sale securities, gross unrealized (Losses) | (142) | (26) |
Available-for-sale securities, estimated fair value | 37,461 | $ 45,091 |
Agency bonds | ||
ASSETS | ||
Available-for-sale securities, amortized cost | 5,598 | |
Available-for-sale securities, gross unrealized gains | 0 | |
Available-for-sale securities, gross unrealized (Losses) | (8) | |
Available-for-sale securities, estimated fair value | $ 5,590 |
CASH EQUIVALENTS AND MARKETAB_4
CASH EQUIVALENTS AND MARKETABLE SECURITIES - Summary of Available-for-Sale Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Maturing in one year or less | $ 177,188 | $ 197,676 |
Maturing after one year through five years | 29,845 | 88,169 |
Total | $ 207,033 | $ 285,845 |
CASH EQUIVALENTS AND MARKETAB_5
CASH EQUIVALENTS AND MARKETABLE SECURITIES - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |||
Allowance for credit loss related to marketable securities, not previously recorded | $ 0 | $ 0 | $ 0 |
Other impairment charges related to marketable securities | 0 | 0 | $ 0 |
Allowance for credit loss related to marketable securities | $ 0 | $ 0 |
MAJOR CUSTOMERS, PARTNERSHIPS_3
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Revenues Recognized under Agreement (Details) - USD ($) $ in Thousands | 12 Months Ended | 102 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 28, 2022 | |
Revenue related to Sanofi agreement: | ||||
Revenues | $ 111,299 | $ 110,701 | $ 118,192 | |
Novartis Institutes for BioMedical Research, Inc. | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 39,728 | 37,944 | 5,252 | |
Novartis Institutes for BioMedical Research, Inc. | License and Service | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 31,344 | 29,945 | 4,143 | |
Novartis Institutes for BioMedical Research, Inc. | Research services | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 8,384 | 7,999 | 1,109 | |
Biogen MA, Inc. | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 28,419 | 42,300 | 27,901 | |
Biogen MA, Inc. | License | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 21,820 | 29,224 | 21,356 | |
Biogen MA, Inc. | Research services | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 6,599 | 13,076 | 6,545 | |
Kite Pharma, Inc. | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 38,592 | 25,453 | 28,608 | |
Kite Pharma, Inc. | License | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 37,032 | 24,977 | 25,046 | |
Kite Pharma, Inc. | Research services | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 1,560 | 476 | 3,562 | |
Pfizer, Giroctocogene Fitelparvovec | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 0 | 0 | 34,449 | |
Pfizer, Giroctocogene Fitelparvovec | License and Service | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 0 | 0 | 3,111 | |
Pfizer, Giroctocogene Fitelparvovec | Milestone achievement | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 0 | 0 | 31,338 | |
Pfizer C9ORF72 | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 0 | 0 | 12,985 | |
Pfizer C9ORF72 | License and Service | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 0 | 0 | 7,985 | |
Pfizer C9ORF72 | Milestone achievement | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 0 | 0 | 5,000 | |
Sanofi S.A. | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 3,260 | 3,114 | 5,322 | $ 13,500 |
Sanofi S.A. | License and Service | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 677 | 34 | 298 | |
Sanofi S.A. | Research services | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | 2,126 | 3,057 | 4,823 | |
Sanofi S.A. | Milestone achievement | ||||
Revenue related to Sanofi agreement: | ||||
Revenues | $ 457 | $ 23 | $ 201 |
MAJOR CUSTOMERS, PARTNERSHIPS_4
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Novartis Institutes for BioMedical Research, Inc. (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 27, 2020 | Aug. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Accounts receivable | $ 3,678 | $ 6,013 | |||
Novartis Institutes for BioMedical Research, Inc. | Collaboration and license agreement | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Proceeds from collaborators | $ 75,000 | ||||
Collaborative arrangement transaction price | $ 95,100 | ||||
Collaborative arrangement, license fee | 75,000 | ||||
Collaborative arrangement estimated reimbursable service costs | 20,100 | ||||
Accounts receivable | 2,200 | 1,900 | |||
Deferred revenue | 9,600 | 40,900 | |||
Collaboration arrangement, commission fee, portion of gross proceeds, value | $ 1,500 | ||||
Collaborative agreement, percent of initial recognition | 2% | ||||
Amortization cost | $ 600 | $ 600 | |||
Novartis Institutes for BioMedical Research, Inc. | Collaboration and license agreement | Maximum | Achievement of specified preclinical development clinical development and first commercial sale milestones | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Development and sales-based milestone payments to be received | 420,000 | ||||
Novartis Institutes for BioMedical Research, Inc. | Collaboration and license agreement | Maximum | Achievement of commercial milestones | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Development and sales-based milestone payments to be received | $ 300,000 |
MAJOR CUSTOMERS, PARTNERSHIPS_5
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Biogen MA, Inc. (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
May 31, 2020 USD ($) | Apr. 30, 2020 USD ($) product_target $ / shares shares | Dec. 31, 2022 USD ($) material_right product_target | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Accounts receivable | $ 3,678 | $ 6,013 | |||
General and administrative expense | $ 62,682 | 63,219 | $ 67,097 | ||
Biogen MA, Inc. | License and Service | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Fixed consideration | $ 204,600 | ||||
Number of material rights expired | material_right | 1 | ||||
Number of material rights outstanding | material_right | 7 | ||||
Remaining performance obligation amount | $ 151,300 | 182,200 | |||
General and administrative expense | 400 | 600 | 400 | ||
Biogen MA, Inc. | Stock Purchase Agreement | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 24,420,157 | ||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 9.2137 | ||||
Consideration received from sale of stock | $ 225,000 | ||||
Agreement restriction expiration period | 3 years | ||||
Agreement restriction, ownership percentage (less than) | 5% | ||||
Sale of stock, excess consideration received on transaction | $ 79,600 | ||||
Collaboration agreement, equity issued | 145,400 | ||||
Accounts receivable | 500 | 2,800 | |||
Deferred revenue | $ 132,200 | $ 154,000 | |||
Net pension losses | 2,900 | ||||
Biogen MA, Inc. | Collaboration and license agreement | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Proceeds from collaborators | $ 125,000 | 125,000 | |||
Maximum milestone payment receivable | $ 2,400,000 | ||||
Number of additional neurological disease gene targets | product_target | 7 | ||||
Target selection period | 5 years | ||||
Number of product targets selected | product_target | 3 | ||||
Collaborative arrangement, maximum number of product targets to replace | product_target | 8 | ||||
Collaboration arrangement, commission fee, portion of gross proceeds, value | $ 7,000 | ||||
Collaborative agreement, percent of initial recognition | 2% | ||||
Contract with customer, asset, after allowance for credit Loss | $ 4,100 | ||||
Biogen MA, Inc. | Collaboration and license agreement | Maximum | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Collaboration arrangement, research period | 7 years | ||||
Biogen MA, Inc. | Collaboration and license agreement | Pre-approval Milestone | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Maximum milestone payment receivable | $ 925,000 | ||||
Biogen MA, Inc. | Collaboration and license agreement | Sales-based Milestone | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Maximum milestone payment receivable | $ 1,500,000 |
MAJOR CUSTOMERS, PARTNERSHIPS_6
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Kite Pharma, Inc. (Details) $ in Thousands | 1 Months Ended | |||
Sep. 30, 2019 USD ($) material_right performance_obligation | Apr. 30, 2018 USD ($) option milestone | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Accounts receivable | $ 3,678 | $ 6,013 | ||
Kite Pharma, Inc. | License and Service | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Contract with customer liability | $ 150,000 | |||
Number of remaining performance obligations | performance_obligation | 4 | |||
Number of material rights for renewal of research period | material_right | 2 | |||
Renewal period | 1 year | |||
Fixed consideration | $ 150,000 | |||
Remaining performance obligation amount | 19,700 | 51,400 | ||
Kite Pharma, Inc. | Collaboration and license agreement | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Milestone payments received | $ 150,000 | |||
Initial research term of agreement | 6 years | |||
Number of options to extend initial research term | option | 2 | |||
Extended research term of agreement | 1 year | |||
Separate fee for additional term | $ 10,000 | |||
Contract with customer liability | 19,400 | 56,500 | ||
Accounts receivable | $ 700 | $ 100 | ||
Kite Pharma, Inc. | Collaboration and license agreement | Achievement of specified research, clinical development, regulatory and first commercial sale milestones | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Contingent development and sales-based milestone payments to be received | 1,300,000 | |||
Kite Pharma, Inc. | Collaboration and license agreement | Achievement of specified sales-based milestones if annual worldwide net sales of licensed products reach specified levels | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Contingent development and sales-based milestone payments to be received | $ 1,800,000 | |||
Maximum amount of achieved milestones to receive payment | milestone | 10 | |||
Kite Pharma, Inc. | Collaboration and license agreement | Maximum | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Development and sales-based milestone payments to be received | $ 3,000,000 |
MAJOR CUSTOMERS, PARTNERSHIPS_7
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Pfizer Inc. (Details) | 1 Months Ended | 12 Months Ended | 13 Months Ended | 49 Months Ended | 68 Months Ended | |||||
Sep. 30, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2017 USD ($) | May 31, 2017 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / shares | Dec. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) milestone product | Dec. 31, 2022 USD ($) royalty_fee milestone product | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenues | $ 111,299,000 | $ 110,701,000 | $ 118,192,000 | |||||||
Pfizer SB-525 | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenues under agreement | $ 55,000,000 | |||||||||
Collaborative arrangement transaction price | 134,000,000 | |||||||||
Research service fees | $ 79,000,000 | |||||||||
Revenues | 0 | |||||||||
Pfizer SB-525 | S B Five Two Five And Other Products | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Collaborative arrangement, number of milestones achieved | milestone | 2 | |||||||||
Milestone payments received | $ 55,000,000 | |||||||||
Number of products approved | product | 0 | |||||||||
Number of milestones included in transaction price | royalty_fee | 0 | |||||||||
Pfizer, Giroctocogene Fitelparvovec | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenues under agreement | $ 25,000,000 | |||||||||
Revenues | 0 | 0 | 34,449,000 | |||||||
Collaborative arrangement, increase (decrease) in revenue | 2,400,000 | |||||||||
Collaborative arrangement, decrease in net loss | $ 2,400,000 | |||||||||
Collaborative arrangement, net loss per share (in dollars per share) | $ / shares | $ 0.02 | |||||||||
Pfizer, Giroctocogene Fitelparvovec | Phase Three Clinical Trial | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Development and sales-based milestone payments to be received | $ 30,000,000 | |||||||||
Cumulative compensation earned | $ 30,000,000 | $ 30,000,000 | ||||||||
Pfizer, Giroctocogene Fitelparvovec | Amended collaboration and license agreement | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Recognition of milestone | 1,300,000 | $ 25,000,000 | ||||||||
Pfizer, Giroctocogene Fitelparvovec | License and Service | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenues | 0 | 0 | 3,111,000 | |||||||
Pfizer, Giroctocogene Fitelparvovec | Milestone achievement | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenues | 0 | 0 | 31,338,000 | |||||||
Pfizer Inc. | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Agreement termination, term | 15 years | |||||||||
Collaborative arrangement, increase (decrease) in revenue | 8,800,000 | |||||||||
Collaborative arrangement, decrease in net loss | $ 8,800,000 | |||||||||
Collaborative arrangement, net loss per share (in dollars per share) | $ / shares | $ 0.06 | |||||||||
Pfizer Inc. | S B Five Two Five And Other Products | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenues under agreement | $ 70,000,000 | |||||||||
Potential amount to be funded for achievement of specified commercialized and sales milestones | 266,500,000 | |||||||||
Milestone revenue receivable | 300,000,000 | |||||||||
Pfizer Inc. | S B Five Two Five And Other Products | Achievement of specified clinical development intellectual property and regulatory milestones | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Development and sales-based milestone payments to be received | 208,500,000 | |||||||||
Pfizer Inc. | S B Five Two Five And Other Products | Achievement of first commercial sale milestones | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Development and sales-based milestone payments to be received | $ 475,000,000 | |||||||||
Pfizer Inc. | License and Service | Minimum | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Percentage of net sales per developed licensed product which will trigger royalties by counterparty | 14% | 14% | ||||||||
Pfizer Inc. | License and Service | Maximum | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Percentage of net sales per developed licensed product which will trigger royalties by counterparty | 20% | 20% | ||||||||
Pfizer Inc. | C9ORF72 | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenues under agreement | $ 5,000,000 | $ 5,000,000 | ||||||||
Development and sales-based milestone payments to be received | $ 5,000,000 | |||||||||
Collaborative arrangement transaction price | $ 17,000,000 | |||||||||
Pfizer Inc. | Other products | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Milestone revenue receivable | $ 175,000,000 | |||||||||
Pfizer C9ORF72 | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Agreement termination, term | 15 years | |||||||||
Milestone payments received | $ 12,000,000 | $ 5,000,000 | ||||||||
Number of products approved | product | 0 | |||||||||
Number of milestones included in transaction price | milestone | 0 | |||||||||
Revenues | 0 | 0 | 12,985,000 | |||||||
Pfizer C9ORF72 | License and Service | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenues | 0 | 0 | 7,985,000 | |||||||
Pfizer C9ORF72 | Milestone achievement | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenues | 0 | 0 | $ 5,000,000 | |||||||
Pfizer C9ORF72 | C9ORF72 | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Revenues under agreement | 12,000,000 | |||||||||
Revenues | $ 0 | $ 0 | ||||||||
Pfizer C9ORF72 | C9ORF72 | Achievement of specified preclinical development clinical development and first commercial sale milestones | Maximum | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Development and sales-based milestone payments to be received | 60,000,000 | |||||||||
Pfizer C9ORF72 | C9ORF72 | Achievement of commercial milestones | Maximum | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||
Development and sales-based milestone payments to be received | $ 90,000,000 |
MAJOR CUSTOMERS, PARTNERSHIPS_8
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Sanofi S.A. (Details) | 1 Months Ended | 12 Months Ended | 68 Months Ended | 102 Months Ended | 108 Months Ended | |||
Sep. 06, 2022 USD ($) | Jan. 31, 2014 USD ($) program | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Jun. 28, 2022 USD ($) | Dec. 31, 2022 USD ($) milestone product | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Revenues | $ 111,299,000 | $ 110,701,000 | $ 118,192,000 | |||||
Accounts receivable | 3,678,000 | 6,013,000 | $ 3,678,000 | $ 3,678,000 | ||||
Decrease in research and development expense | 2,100,000 | |||||||
Net loss | $ (192,278,000) | $ (178,297,000) | $ (121,122,000) | |||||
Earnings per share, basic (in dollars per share) | $ / shares | $ (1.25) | $ (1.23) | $ (0.90) | |||||
Prepaid Expenses and Other Current Assets | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Decrease in research and development expense | $ 1,100,000 | |||||||
Sanofi S.A. | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Number of research programs | program | 2 | |||||||
Revenues under agreement | $ 20,000,000 | |||||||
Revenues | 3,260,000 | $ 3,114,000 | $ 5,322,000 | $ 13,500,000 | ||||
Number of products approved | product | 0 | |||||||
Expenses reimbursable through December 31, 2023 (up to) | $ 7,000,000 | |||||||
Expenses reimbursable after December 31, 2023 (up to) | $ 5,300,000 | |||||||
Collaborative arrangement decrease in revenue | 2,200,000 | |||||||
Collaborative arrangement, increase in net loss | $ 2,200,000 | |||||||
Collaborative arrangement, net loss per share (in dollars per share) | $ / shares | $ 0.02 | |||||||
Sanofi S.A. | Collaboration and license agreement | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Revenues under agreement | 20,000,000 | |||||||
Number of milestones included in transaction price | milestone | 0 | |||||||
Collaborative arrangement transaction price | 96,300,000 | |||||||
Collaborative arrangement estimated reimbursable service costs | 62,800,000 | |||||||
Accounts receivable | 0 | 600,000 | 0 | $ 0 | ||||
Deferred revenue | 0 | 1,100,000 | 0 | $ 0 | ||||
Sanofi S.A. | Collaboration and license agreement | Milestone Three | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Milestone revenue receivable | $ 13,500,000 | |||||||
Pfizer SB-525 | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Revenues under agreement | 55,000,000 | |||||||
Revenues | $ 0 | |||||||
Collaborative arrangement transaction price | $ 134,000,000 | |||||||
Pfizer SB-525 | Collaborative arrangement | Change in collaboration agreement scope | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Revenues | 1,600,000 | $ 8,900,000 | ||||||
Net loss | $ 1,600,000 | $ 8,900,000 | ||||||
Earnings per share, basic (in dollars per share) | $ / shares | $ 0.01 | $ 0.06 |
MAJOR CUSTOMERS, PARTNERSHIPS_9
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - California Institute for Regenerative Medicine (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2021 | May 31, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Revenues | $ 111,299,000 | $ 110,701,000 | $ 118,192,000 | ||
Other non-current liabilities | 1,207,000 | 1,217,000 | |||
California Institute for Regenerative Medicine ("CIRM") | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Funds due under the agreement | $ 8,000,000 | ||||
Other non-current liabilities | $ 0 | 0 | 6,400,000 | ||
Accrued interest | $ 1,200,000 | ||||
California Institute for Regenerative Medicine ("CIRM") | Research grants | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Revenues | $ 5,200,000 | $ 5,200,000 | |||
Accrued interest | $ 1,200,000 |
MAJOR CUSTOMERS, PARTNERSHIP_10
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Agreement with Sigma-Aldrich Corporation (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2009 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2007 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Common stock issued | $ 84,869 | $ 27,099 | $ 142,526 | ||
Revenues | 111,299 | 110,701 | 118,192 | ||
Sigma-Aldrich Corporation | |||||
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 | $ 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 | $ 900 | $ 1,100 | $ 500 | ||
Sigma-Aldrich Corporation | License agreement terms | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Revenues under agreement | 5,000 | ||||
Sigma-Aldrich Corporation | License | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Deferred revenue | $ 15,100 |
MAJOR CUSTOMERS, PARTNERSHIP_11
MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Agreement with DAS (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2005 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Revenues | $ 111,299,000 | $ 110,701,000 | $ 118,192,000 | ||
Dow Agro Sciences | License agreement terms | |||||
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 | ||||
Previously agreed research, development and commercialization milestone payments, and royalties on sales of products | 4,000,000 | ||||
Annual fees | $ 3,000,000 | ||||
Fee due | $ 25,300,000 | ||||
Minimum license annual fees specific reckoning period | 11 years | ||||
Dow Agro Sciences | License agreement terms | Minimum | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Annual fees | $ 300,000 | ||||
Dow Agro Sciences | License agreement terms | Maximum | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Annual fees | 3,000,000 | ||||
Dow Agro Sciences | License agreement terms | Royalty revenues | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Revenues | $ 2,300,000 | ||||
Dow Agro Sciences | License agreement terms | License | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Revenues | $ 0 | $ 200,000 | $ 3,000,000 |
ACQUISITION OF SANGAMO FRANCE (
ACQUISITION OF SANGAMO FRANCE (Details) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | |||||
Oct. 01, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Jul. 20, 2018 | |
Business Acquisition [Line Items] | ||||||
Goodwill impairments | $ 0 | $ 0 | $ 0 | |||
Sangamo France | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | $ 45,900,000 | |||||
Purchase price per share (in dollars per share) | $ 2.99 | |||||
Sangamo France | SPA and TOA | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of equity interests agreed to acquire | 100% | 100% | 100% | |||
Number of free shares held by the holders | 477 |
OTHER BALANCE SHEET DETAILS - S
OTHER BALANCE SHEET DETAILS - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 100,061 | $ 76,548 | |
Less: accumulated depreciation and amortization | (36,530) | (25,025) | |
Property and equipment, net | 63,531 | 51,523 | |
Depreciation and amortization | 12,108 | 9,439 | $ 5,682 |
Laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 39,080 | 31,988 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 26,559 | 21,970 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 9,744 | 9,080 | |
Manufacturing equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 9,908 | 8,781 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 14,770 | $ 4,729 |
OTHER BALANCE SHEET DETAILS -_2
OTHER BALANCE SHEET DETAILS - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets (Excluding Goodwill) | ||
Balance at beginning of year | $ 53,760 | $ 58,128 |
Foreign currency translation adjustment | (3,031) | (4,368) |
Balance at end of year | 50,729 | 53,760 |
Goodwill | ||
Balance at beginning of year | 39,702 | 42,798 |
Foreign currency translation adjustment | (2,150) | (3,096) |
Balance at end of year | $ 37,552 | $ 39,702 |
OTHER BALANCE SHEET DETAILS -_3
OTHER BALANCE SHEET DETAILS - Summary of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued research and development expenses | $ 7,115 | $ 4,878 |
Operating lease liabilities – current | 4,122 | 4,026 |
Accrued professional fees | 1,704 | 869 |
Other accrued liabilities | 3,066 | 1,804 |
Total other accrued liabilities | $ 16,007 | $ 11,577 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total other accrued liabilities | Total other accrued liabilities |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) $ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Oct. 31, 2021 ft² | Oct. 01, 2021 USD ($) | Feb. 01, 2021 USD ($) | Jan. 31, 2021 USD ($) ft² | Jan. 29, 2021 USD ($) | May 31, 2020 USD ($) ft² | |
Commitments And Contingencies [Line Items] | |||||||||
Lease agreement, extendable lease term | 5 years | ||||||||
Operating lease, payments | $ | $ 10,100 | $ 6,900 | $ 6,400 | ||||||
Operating lease, expense | $ | $ 11,000 | $ 10,800 | $ 10,400 | ||||||
Operating lease, weighted average remaining lease term | 7 years | ||||||||
Operating lease, weighted average discount rate, percent | 5.60% | ||||||||
License obligations | $ | $ 600 | ||||||||
Lonza Netherlands, B.V. | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Contractual obligation | $ | $ 7,500 | ||||||||
Minimum | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Lease agreement, extendable lease term | 5 years | ||||||||
Maximum | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Lease agreement, extendable lease term | 10 years | ||||||||
Richmond, California | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Lease not yet commenced, area of real estate | ft² | 5,000 | 8,500 | |||||||
Lessee operating lease, lease not yet commenced amount | $ | $ 9,100 | $ 700 | $ 900 | $ 1,300 | |||||
Reimbursement, tenant improvement allowance | $ | $ 2,600 | ||||||||
Richmond, California | November 1, 2021 through August 31, 2031 | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Area of space leased (in sqft) | ft² | 7,997 | ||||||||
Valbonne, France | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Lease not yet commenced, area of real estate | ft² | 5,800 | ||||||||
Lessee, operating lease, amount | $ | $ 800 | $ 600 | |||||||
Office And Laboratory | Brisbane, California | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Area of space leased (in sqft) | ft² | 87,700 | ||||||||
Office And Laboratory | Richmond, California | Expires in August 2031 | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Area of space leased (in sqft) | ft² | 59,485 | ||||||||
Office And Laboratory | Richmond, California | Expires in August 2026 | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Area of space leased (in sqft) | ft² | 7,700 | ||||||||
Research and Office Space | Valbonne, France | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Area of space leased (in sqft) | ft² | 26,600 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 11,029 | $ 10,839 |
Variable lease cost | 3,305 | 2,831 |
Total | $ 14,334 | $ 13,670 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Summary of Future Minimum Payments under Contractual Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |||
2023 | $ 6,832 | ||
2024 | 7,318 | ||
2025 | 7,552 | ||
2026 | 7,533 | ||
2027 | 7,480 | ||
Thereafter | 15,807 | ||
Total lease payments | 52,522 | ||
Imputed interest | (9,171) | ||
Tenant improvement allowance included in contra-lease liability | (243) | $ 0 | $ 0 |
Total | 43,108 | ||
Short-term portion of lease liabilities (included in other accrued liabilities on the Consolidated Balance Sheet) | 4,122 | 4,026 | |
Long-term portion of lease liabilities | $ 38,986 | $ 44,055 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other accrued liabilities | Other accrued liabilities |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | May 31, 2021 | Aug. 31, 2020 | Apr. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2022 | Jun. 30, 2020 | Jun. 29, 2020 | May 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Preferred shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||
Preferred stock issued (in shares) | 0 | 0 | 0 | ||||||||
Preferred stock outstanding (in shares) | 0 | 0 | 0 | ||||||||
Common stock, shares authorized (in shares) | 320,000,000 | 320,000,000 | 320,000,000 | 320,000,000 | 160,000,000 | ||||||
Common stock, shares outstanding (in shares) | 166,793,320 | 166,793,320 | 145,921,530 | ||||||||
Stock option maximum term | 5 years 9 months 29 days | ||||||||||
Specified stockholder ownership percentage | 10% | ||||||||||
Purchase price of common stock percent under stock incentive plans for specified stockholder | 110% | ||||||||||
Stock option maximum term for specified stockholder | 5 years | ||||||||||
Share of common stock subject to a stock option or stock appreciation right (in shares) | 100% | 100% | |||||||||
Shares reserved for issuance of future awards (in shares) | 4,205,502 | 4,205,502 | |||||||||
Intrinsic value of options exercised | $ 0 | $ 2,800 | $ 5,400 | ||||||||
Options exercisable, aggregate intrinsic value | $ 0 | $ 0 | |||||||||
Restricted stock units awarded (in shares) | 4,349,795 | ||||||||||
Total payments for the employees' tax obligations to taxing authorities | $ 2,104 | $ 3,258 | $ 765 | ||||||||
Restricted Stock Units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock options vesting period | 3 years | ||||||||||
Restricted stock units awarded (in shares) | 4,349,795 | 2,140,785 | 2,517,101 | ||||||||
Grant date fair value per award of restricted stock units (in dollars per share) | $ 5.52 | $ 11.16 | $ 8.06 | ||||||||
Aggregate fair value of RSUs vested in period | $ 13,100 | $ 9,000 | $ 3,700 | ||||||||
Shares withheld from issuance in order to pay employee taxes (in shares) | 380,917 | 293,120 | 90,617 | ||||||||
Restated 2018 Stock Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Increase in capital shares reserved for future issuance (in shares) | 7,900,000 | 9,900,000 | |||||||||
2018 Stock Incentive Plan | |||||||||||
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% | ||||||||||
Stock options expiration term | 10 years | ||||||||||
Fixed ratio shares of common stock | 1.33 | ||||||||||
Shares reserved for issuance of future awards (in shares) | 9,869,961 | 9,869,961 | |||||||||
2010 Employee Stock Purchase Plan | |||||||||||
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% | ||||||||||
Stock reserved for issuance under plan (in shares) | 5,000,000 | ||||||||||
Purchase plan offering period | 2 years | ||||||||||
Purchase plan purchase period | 6 months | ||||||||||
Maximum | 2018 Stock Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock option maximum term | 10 years | ||||||||||
Stock options vesting period | 4 years | ||||||||||
Minimum | 2018 Stock Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock options vesting period | 3 years | ||||||||||
Jefferies LLC | ATM Agreement | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Consideration received from sale of stock | $ 84,900 | $ 27,100 | |||||||||
Issuance of common stock, net (in shares) | 19,300,743 | 2,007,932 | |||||||||
Stock offering program, maximum value | $ 150,000 | ||||||||||
Stock offering program, increase to aggregate offering price | $ 175,000 | ||||||||||
Stock Purchase Agreement | Biogen MA, Inc. | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Sale of stock, price per share (in dollars per share) | $ 9.2137 | ||||||||||
Consideration received from sale of stock | $ 225,000 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Number of Shares | |
Options outstanding at beginning of period (in shares) | shares | 11,963,277 |
Options granted (in shares) | shares | 3,399,360 |
Options exercised (in shares) | shares | (28,354) |
Options canceled (in shares) | shares | (2,159,288) |
Options outstanding at end of period (in shares) | shares | 13,174,995 |
Options exercisable at end of period (in shares) | shares | 7,823,318 |
Weighted- Average Exercise per Share Price | |
Options outstanding at beginning of period (in dollars per share) | $ / shares | $ 10.36 |
Options granted (in dollars per share) | $ / shares | 5.75 |
Options exercised (in dollars per share) | $ / shares | 4.40 |
Options canceled (in dollars per share) | $ / shares | 10.09 |
Options outstanding at end of period (in dollars per share) | $ / shares | 9.22 |
Options exercisable at end of period (in dollars per share) | $ / shares | $ 10.30 |
Weighted-Average Remaining Contractual Term | |
Options outstanding at end of period (in years) | 6 years 11 months 15 days |
Options exercisable at end of period (in years) | 5 years 9 months 29 days |
Aggregate Intrinsic Value | |
Options outstanding at end of period | $ | $ 0 |
Options exercisable at end of period | $ | $ 0 |
STOCKHOLDERS' EQUITY - Summar_2
STOCKHOLDERS' EQUITY - Summary of Restricted Stock Unit Activity (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Number of Shares | |
RSUs outstanding at beginning of period (in shares) | 3,139,594 |
RSUs awarded (in shares) | 4,349,795 |
RSUs released (in shares) | (1,346,660) |
RSUs forfeited (in shares) | (898,831) |
RSUs outstanding at end of period (in shares) | 5,243,898 |
Weighted-Average Remaining Contractual Term | |
RSUs outstanding at end of period (in years) | 1 year 10 days |
Aggregate Intrinsic Value | |
RSUs outstanding at end of period | $ | $ 16,466 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 31,650 | $ 32,956 | $ 25,708 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 18,404 | 19,534 | 13,523 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 13,246 | $ 13,422 | $ 12,185 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation cost related to unvested stock options and RSU | $ 23,300,000 | ||
Weighted-average period of unvested stock options and RSU | 2 years 25 days | ||
Capitalized stock-based employee compensation expense | $ 0 | $ 0 | $ 0 |
Weighted-average estimated fair value per share of options granted (in dollars per share) | $ 3.73 | $ 7.34 | $ 5.25 |
Issuance of common stock under employee stock purchase plan (in shares) | 576,950 | 433,107 | 274,382 |
Stock issued under employee stock purchase plans, average exercise price (in dollars per share) | $ 3.07 | $ 7.78 | $ 7.34 |
Weighted-average estimated fair value of shares purchased under ESPP plan (in dollars per share) | $ 1.85 | $ 4.48 | $ 8.02 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation cost related to unvested stock options and RSU | $ 23,700,000 | ||
Weighted-average period of unvested stock options and RSU | 1 year 10 months 24 days |
STOCK-BASED COMPENSATION - Assu
STOCK-BASED COMPENSATION - Assumptions Used for Estimating Fair Value of Employee Stock Options (Details) - Employee Stock Options | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield of stock | 0% | 0% | 0% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.15% | 0.95% | 0.34% |
Expected term (in years) | 5 years 5 months 15 days | 5 years 5 months 15 days | 5 years 6 months 3 days |
Expected volatility | 72.38% | 77.30% | 77.61% |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 3.69% | 1.22% | 0.61% |
Expected term (in years) | 5 years 5 months 26 days | 5 years 6 months 7 days | 5 years 6 months 25 days |
Expected volatility | 76.01% | 79.77% | 80.32% |
STOCK-BASED COMPENSATION - Weig
STOCK-BASED COMPENSATION - Weighted-Average Assumptions Used for Estimating Fair Value of ESPP Purchased Rights (Details) - 2010 Employee Stock Purchase Plan | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield of stock | 0% | 0% | 0% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.62% | 0.01% | 1.53% |
Expected term (in years) | 6 months | 0 years | 6 months |
Expected volatility | 57.97% | 32.54% | 51.02% |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 4.61% | 2.80% | 2.80% |
Expected term (in years) | 2 years | 2 years | 2 years |
Expected volatility | 72.14% | 97.88% | 91.96% |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Maximum percentage limit of employee contributions | 100% | 100% | 50% |
Defined contribution plan, employer's matching contribution percent | 8% | ||
Defined contribution plan, maximum employer's contribution per employee | $ 4,000 | $ 4,000 | $ 4,000 |
Aggregate employer's contributions to defined contribution plan | $ 1,500,000 | $ 1,500,000 | $ 1,200,000 |
INCOME TAXES - Summary of Domes
INCOME TAXES - Summary of Domestic and Foreign Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (216,573) | $ (185,216) | $ (126,624) |
Foreign | 24,724 | 7,225 | 5,847 |
Loss before income taxes | $ (191,849) | $ (177,991) | $ (120,777) |
INCOME TAXES - Summary of Benef
INCOME TAXES - Summary of Benefit for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 133 |
Foreign | 500 | 886 | 686 |
Subtotal | 500 | 886 | 819 |
Deferred: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | (71) | (580) | (474) |
Subtotal | (71) | (580) | (474) |
Income tax expense | $ 429 | $ 306 | $ 345 |
INCOME TAXES - Schedule of Diff
INCOME TAXES - Schedule of Difference Between Benefit for Income Taxes and Federal Statutory Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory rate | $ (40,288) | $ (37,372) | $ (25,363) |
State taxes, net | (6,895) | (6,734) | (3,168) |
Foreign rate differential | 309 | 362 | 376 |
Global Intangible Low-taxed Income | 1,002 | 637 | 1,335 |
Non-deductible stock-based compensation | 3,545 | 2,770 | 4,232 |
Research credits | (6,694) | (5,230) | (3,657) |
Change in valuation allowance | 44,005 | 45,373 | 26,537 |
Transfer pricing settlement | 4,343 | 0 | 0 |
Other | 1,102 | 500 | 53 |
Income tax expense | $ 429 | $ 306 | $ 345 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Company's Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 174,129 | $ 159,740 |
Research and development tax credit carryforwards | 44,264 | 35,260 |
Stock-based compensation | 7,695 | 6,691 |
Deferred revenue | 38,700 | 61,114 |
Capitalized research | 37,985 | 0 |
Fixed assets | 10,087 | 10,130 |
Lease liability | 10,074 | 11,279 |
Accruals and reserves | 1,603 | 1,119 |
Other | 283 | 106 |
Total deferred tax asset | 324,820 | 285,439 |
Valuation allowance | 301,840 | 259,820 |
Deferred tax assets | 22,980 | 25,619 |
Liabilities: | ||
Intangible assets | (13,512) | (13,856) |
Operating lease right-of-use assets | (14,620) | (17,348) |
Deferred tax liabilities | (28,132) | (31,204) |
Total net deferred tax liabilities | $ (5,152) | $ (5,585) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets & Liabilities, Balance Sheet Location (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Taxes [Line Items] | ||
Deferred tax assets | $ 22,980 | $ 25,619 |
Deferred tax liabilities | (6,270) | (6,645) |
Total net deferred tax liabilities | (5,152) | (5,585) |
Other noncurrent assets | ||
Income Taxes [Line Items] | ||
Deferred tax assets | $ 1,118 | $ 1,060 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||
Increase (decrease) in deferred tax assets valuation allowance | $ 42,000,000 | $ 45,500,000 | $ 26,600,000 |
Deferred tax assets, net operating loss carryforwards for federal | 689,700,000 | ||
Deferred tax assets, net operating loss carryforwards for state | 312,000,000 | ||
Federal research tax credit carryforwards | 36,800,000 | ||
State research tax credit carryforwards | 26,100,000 | ||
Accrued interest and/or penalties | 200,000 | ||
Unrecognized tax benefits that would impact effective tax rate | 1,200,000 | $ 1,200,000 | $ 600,000 |
French | |||
Income Taxes [Line Items] | |||
Deferred tax assets, net operating loss carryforwards for foreign | $ 115,600,000 |
INCOME TAXES - Summary of Activ
INCOME TAXES - Summary of Activity Related to Company's Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 15,062 | $ 12,892 | $ 11,630 |
Additions based on tax positions related to the current year | 3,177 | 2,454 | 2,834 |
Additions for tax positions of prior years | 278 | 130 | 1,982 |
Reductions for tax positions of prior years | (338) | (414) | (3,554) |
Ending balance | $ 18,179 | $ 15,062 | $ 12,892 |