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Discontinued operations
12 Months Ended
Dec. 31, 2021
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued operations Discontinued operations
Sale of bluebird Research Triangle manufacturing facility
In November 2017, the Company acquired a manufacturing facility in Durham, North Carolina ("bRT") for the future manufacture of LVV for the Company’s therapies related to its oncology programs. In July 2021, the Company and Resilience US, Inc., an affiliate of National Resilience, Inc. ("Resilience"), signed an Asset Purchase Agreement (the “Agreement”). As part of the Agreement, and upon the closing of the transaction which occurred in September 2021, Resilience acquired the Company's LVV manufacturing facility located in Durham, North Carolina and retained staff currently employed at the site. As a result of the transaction, the Company disposed of $111.2 million of net assets, primarily consisting of the building and laboratory equipment, that were associated with the Company's oncology programs. The Company recognized a loss on disposal of assets of $2.0 million. As the sale of the bRT manufacturing facility and the separation of 2seventy bio (as described below) were deemed to represent multiple components of a single disposal plan, the assets, liabilities and results of operations related to bRT have been included as a component of discontinued operations.
2seventy bio Separation
On November 4, 2021, the Company completed the previously announced separation of its oncology programs and portfolio, and the certain related assets and liabilities, into a separate, independent publicly traded company (the “Separation”). The Separation was effected by means of a distribution of all of the outstanding shares of common stock of 2seventy bio in which each bluebird stockholder received one share of common stock, par value $0.0001 per share, of 2seventy bio for every three shares of common stock, par value $0.01 per share, of bluebird held as of the close of business on October 19, 2021 (the “Distribution”).
In connection with the Separation, bluebird entered into a separation agreement (the “Separation Agreement”) with 2seventy bio, dated as of November 3, 2021, that, among other things, set forth bluebird’s agreements with 2seventy bio regarding the principal actions to be taken in connection with the Separation, including the Distribution. The effective time of the Distribution was 12:01 a.m. on November 4, 2021. The Separation Agreement identified assets transferred to, liabilities assumed by and contracts assigned to 2seventy bio as part of the Separation, and it provided for when and how these transfers, assumptions and assignments occurred. The purpose of the Separation Agreement was to provide 2seventy bio and bluebird with assets to operate their respective businesses and retain or assume liabilities related to those assets. Each of 2seventy bio and bluebird agreed to releases, with respect to pre-Separation claims, and cross indemnities, with respect to post-Separation claims, that were principally designed to place financial responsibility for the obligations and liabilities allocated to 2seventy bio under the Separation Agreement with 2seventy bio and financial responsibility for the obligations and liabilities allocated to bluebird under the Separation Agreement with bluebird. bluebird and 2seventy bio are also each subject to mutual 12-month employee non-solicit and non-hire restrictions, subject to certain customary exceptions.
The transfer of assets and liabilities to 2seventy bio was effected through a contribution in accordance with the Separation Agreement, as summarized below (in thousands):
As of November 4, 2021
Assets
Current assets:
Cash and cash equivalents$174,284 
Marketable securities160,447 
Prepaid expenses8,732 
Receivables and other current assets21,637 
Total current assets365,100 
Marketable securities106,826 
Property, plant and equipment, net33,972 
Intangible assets, net10,664 
Goodwill6,410 
Operating lease right-of-use assets255,556 
Restricted cash and other non-current assets5,650 
Total assets$784,178 
Liabilities
Current liabilities:
Accounts payable$2,982 
Accrued expenses and other current liabilities85,659 
Operating lease liability, current portion6,938 
Collaboration research advancement, current portion8,957 
Total current liabilities104,536 
Deferred revenue, net of current portion25,762 
Collaboration research advancement, net of current portion16,264 
Operating lease liability, net of current portion257,575 
Other non-current liabilities1,896 
Total liabilities$406,033 
Net assets transferred to 2seventy bio$378,145 
bluebird and 2seventy bio also entered into a tax matters agreement, dated as of November 3, 2021, governing bluebird’s and 2seventy bio's respective rights, responsibilities and obligations with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the distribution and certain related transactions to qualify as tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and assistance and cooperation in respect of tax matters.
In connection with the Separation, bluebird also entered into an employee matters agreement with 2seventy bio, dated as of November 3, 2021. The employee matters agreement allocates assets, liabilities and responsibilities relating to the employment, compensation and employee benefits of bluebird and 2seventy bio employees, and other related matters, in connection with the Separation, including the treatment of outstanding bluebird incentive equity awards and certain retirement and welfare benefit obligations. The employee matters agreement generally provides that, unless otherwise specified, 2seventy bio is responsible for liabilities associated with employees who transfer to 2seventy bio and employees whose employment terminated prior to the distribution but who primarily supported the 2seventy bio business, and bluebird is responsible for liabilities associated with other employees, including employees retained by bluebird. Pursuant to the employee matters agreement, the outstanding bluebird equity awards held by 2seventy bio and bluebird employees were adjusted immediately prior to the distribution, with the intent to maintain, immediately following the distribution, the economic value of the awards immediately before the distribution date.
bluebird and 2seventy bio also entered into an intellectual property license agreement on November 3, 2021, pursuant to which each party granted a license to certain intellectual property and technology to the other. bluebird granted 2seventy bio a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up license (or, as the case may be, sublicense) to certain intellectual property to allow 2seventy bio to use such intellectual property in connection with 2seventy bio's ongoing and future research and development activities and product candidates. 2seventy bio granted bluebird a perpetual, worldwide, non-
exclusive, royalty-free, fully paid-up license (or, as the case may be, sublicense) to certain intellectual property for use in bluebird’s existing products and product candidates. Such licenses between the parties generally allow current or future uses of the intellectual property in connection with each party's respective fields.

Additionally, bluebird entered into two transition services agreements with 2seventy bio, whose President is a member of the Company’s Board of Directors. . Pursuant to the transition service agreements, bluebird is obligated to provide and is entitled to receive certain transition services related to corporate functions, such as finance, human resources, internal audit, research and development, financial reporting, and information technology. Services provided by bluebird to 2seventy bio will continue for an initial term of up to two years, unless earlier terminated or extended according to the terms of the transition services agreement. Services received and performed are paid at a mutually agreed upon rate. Amounts received for services provided to 2seventy bio are recorded as other income and amounts paid for services provided by 2seventy bio are recorded as selling, general and administrative expense and research and development expense, as applicable. During the year ended December 31, 2021, the Company incurred $0.7 million of net expense for services provided by 2seventy bio within Research and development and Selling, general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2021, the Company had an immaterial amount of accounts receivable and accounts payable due from and to 2seventy bio.
Discontinued operations

In connection with the Separation, the Company determined its oncology business, together with the bRT manufacturing facility, qualified for discontinued operations accounting treatment in accordance with ASC 205-20. The following table summarizes revenue and expenses of the discontinued operations for the years ended December 31, 2021, 2020 and 2019 (in thousands):
Year ended December 31,
202120202019
Revenue:
Service revenue$18,130 $114,064 $30,729 
Collaborative arrangement revenue18,602 115,594 5,740 
Royalty and other revenue5,762 21,076 8,205 
Total revenues42,494 250,734 44,674 
Operating expenses:
Research and development204,287 268,647 255,294 
Selling, general and administrative82,078 46,945 35,518 
Share of collaboration loss10,071 — — 
Cost of royalty and other revenue2,292 5,396 2,978 
Change in fair value of contingent consideration387 (6,468)2,747 
Total operating expenses299,115 314,520 296,537 
Loss from operations(256,621)(63,786)(251,863)
Interest income, net791 5,770 17,380 
Other income (expense), net(910)377 (103)
Loss before income taxes(256,740)(57,639)(234,586)
Net loss$(256,740)$(57,639)$(234,586)
There were no assets and liabilities related to discontinued operations as of December 31, 2021, as all balances were transferred to 2seventy bio upon Separation. The following table summarizes the assets and liabilities of the discontinued operations as of December 31, 2020 (in thousands):
As of December 31, 2020
Assets
Current assets:
Cash and cash equivalents$57,076 
Marketable securities413,947 
Prepaid expenses11,754 
Receivables and other current assets12,244 
Total current assets of discontinued operations495,021 
Marketable securities61,446 
Property, plant and equipment, net145,458 
Intangible assets, net5,644 
Goodwill7,482 
Operating lease right-of-use assets116,456 
Restricted cash and other non-current assets7,078 
Total non-current assets of discontinued operations343,564 
Total assets of discontinued operations$838,585 
Liabilities
Current liabilities:
Accounts payable$7,791 
Accrued expenses and other current liabilities48,716 
Operating lease liability, current portion15,313 
Collaboration research advancement, current portion9,236 
Deferred revenue, current portion820 
Total current liabilities of discontinued operations81,876 
Deferred revenue, net of current portion25,762 
Collaboration research advancement, net of current portion21,581 
Operating lease liability, net of current portion112,290 
Other non-current liabilities1,509 
Total non-current liabilities of discontinued operations161,142 
Total liabilities of discontinued operations$243,018 

The following table summarizes the significant non-cash items and capital expenditures of the discontinued operations that are included in the consolidated statements of cash flows for the years ended December 31, 2021, 2020 and 2019 (in thousands):
Year ended December 31,
202120202019
Operating activities:
Change in fair value of contingent consideration$387 $(6,468)$2,747 
Depreciation and amortization14,195 13,730 12,995 
Stock-based compensation expense29,175 34,036 29,545 
Loss on fixed assets disposal569 146 108 
Loss on sale of Durham, North Carolina manufacturing facility 1,986 — — 
Investing activities:
Purchase of property, plant and equipment$(11,256)$(23,159)$(57,196)
Proceeds from sale of Durham, North Carolina manufacturing facility110,300 — — 
Purchase of intangible assets(8,500)— — 
Supplemental cash flow disclosures:
Purchases of property, plant and equipment included in accounts payable and accrued expenses$778 $2,039 $3,064 
Right-of-use assets obtained in exchange for operating lease liabilities151,520 4,989 9,745