Significant Accounting Policies | 3. Significant Accounting Policies Our significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in our 2017 Annual Report on Form 10-K, except as noted below with respect to our revenue recognition accounting policies within “Recently Adopted Accounting Pronouncements.” Segment Information We operate in one business segment, which focuses on drug development. We make operating decisions based upon the performance of the enterprise as a whole and utilize our consolidated financial statements for decision making. All of our revenues since September 2006 have been generated under collaboration agreements. Basic and Diluted Net Income (Loss) per Common Share Basic net income (loss) per share is based upon the weighted average number of common shares outstanding during the period, excluding restricted stock that has been issued but has not yet vested. Diluted net income (loss) per share is based upon the weighted average number of common shares outstanding during the period plus the effect of additional weighted average common equivalent shares outstanding during the period when the effect of adding such shares is dilutive. Common equivalent shares result from the assumed exercise of outstanding stock options and the exercise of outstanding warrants (the proceeds of which are then assumed to have been used to repurchase outstanding stock using the treasury stock method) and the vesting of restricted shares of common stock. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options. The two-class method is used for outstanding warrants as such warrants are considered to be participating securities, and this method is more dilutive than the treasury stock method. The following outstanding shares of common stock equivalents were excluded from the computation of net income (loss) per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Stock options 5,445,217 7,646,250 8,404,232 7,646,250 Warrants (excluded from treasury stock method) 1,000,000 1,000,000 1,000,000 1,000,000 Unvested restricted stock — 457,822 — 457,822 Basic and diluted earnings (loss) per common share were determined as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands, except share and per share amounts) Basic Net income (loss) $ 13,381 $ (7,104 ) $ (3,033 ) $ (34,534 ) Undistributed earnings allocated to warrants (231 ) — — — Net income (loss) $ 13,150 $ (7,104 ) $ (3,033 ) $ (34,534 ) Weighted average common shares outstanding 56,851,811 50,635,828 54,918,963 50,505,783 Basic earnings (loss) per common share $ 0.23 $ (0.14 ) $ (0.06 ) $ (0.68 ) Diluted Net income (loss) $ 13,381 $ (7,104 ) $ (3,033 ) $ (34,534 ) Undistributed earnings allocated to warrants (228 ) — — — Net income (loss) $ 13,153 $ (7,104 ) $ (3,033 ) $ (34,534 ) Weighted average common shares outstanding 56,851,811 50,635,828 54,918,963 50,505,783 Effect of dilutive options 786,849 — — — Weighted average common shares outstanding assuming dilution 57,638,660 50,635,828 54,918,963 50,505,783 Diluted earnings (loss) per common share $ 0.23 $ (0.14 ) $ (0.06 ) $ (0.68 ) New Accounting Pronouncements In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2016-02, Leases, or ASU No. 2016-02 , which requires lessees to recognize the assets and liabilities arising from leases on the balance sheet. ASU No. 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, or ASU No. 2018-10, and ASU No. 2018-11, Leases (Topic 842) Targeted Improvements , or ASU No. 2018-11. ASU No. 2018-10 provides certain amendments that affect narrow aspects of the guidance issued in ASU No. 2016-02. ASU No. 2018-11 allows all entities adopting ASU No. 2016-02 to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We expect to adopt ASU No. 2016-02 using the optional transition method presented in ASU No. 2018-11 and are currently evaluating the potential impact that ASU No. 2016-02 may have on our financial position and results of operations. Recently Adopted Accounting Pronouncements Effective January 1, 2018, we adopted FASB Accounting Standard Codification, or ASC, Topic 606, Revenue from Contracts with Customers, or ASC 606. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The standard allows for two transition methods - full retrospective, in which the standard is applied to each prior reporting period presented, or modified retrospective, in which the cumulative effect of initially applying the standard is recognized at the date of initial adoption. We elected the modified retrospective approach and applied it to contracts not completed at the date of adoption. Therefore, comparative prior periods have not been adjusted. The adoption of the standard did not have a material impact on our financial position and results of operations when applied to our two out-licensing arrangements. See Note 8 for additional details on these two arrangements. The principles in the new standard are applied using a five-step model: 1) identify the customer contract; 2) identify the contract’s performance obligations; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when or as a performance obligation is satisfied. We evaluate all promised goods and services within a customer contract and determine which of those are separate performance obligations. This evaluation includes an assessment of whether the good or service is capable of being distinct and whether the good or service is separable from other promises in the contract. When a performance obligation is satisfied, we recognize as revenue the amount of the transaction price, excluding estimates of variable consideration that are constrained, that is allocated to that performance obligation. For contracts that contain variable consideration, such as milestone payments, we estimate the amount of variable consideration by using either the expected value method or the most likely amount method. In making this assessment, we evaluate factors such as the clinical, regulatory, commercial and other risks that must be overcome to achieve the milestone. Each reporting period we re-evaluate the probability of achievement of such milestones and any related constraints. We will include variable consideration, without constraint, in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. We will recognize royalty revenue based upon net sales by the licensee of licensed products in licensed territories, and in the period the sales occur under the sales- and usage-based royalty exception when the sole or predominate item to which the royalty relates is a license to intellectual property. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities , or ASU No. 2016-01, which amends certain aspects of accounting and disclosure requirements for financial instruments, including the requirement that equity investments with readily determinable fair values be measured at fair value with any changes in fair value recognized in a company’s results of operations. Equity investments that do not have readily determinable fair values may be measured at fair value or at cost minus impairment adjusted for changes in observable prices. We adopted ASU No. 2016-01 as of January 1, 2018. The adoption of ASU No. 2016-01 did not have an impact on our condensed consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments , or ASU No. 2016-15, which clarifies classification of certain cash receipts and cash payments on the statement of cash flows to reduce existing diversity in practice. We adopted ASU No. 2016-15 as of January 1, 2018. The adoption of ASU No. 2016-15 did not have a material impact on our condensed consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows, Restricted Cash, or ASU No. 2016-18, which provides guidance on the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. Under the new standard, the statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents are now included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown in the statements of cash flows. We adopted ASU No. 2016-18 as of January 1, 2018 on a retrospective basis. We have no restricted cash equivalents. The cash, cash equivalents and restricted cash at the beginning and end of each period presented in our condensed consolidated statements of cash flows for the nine months ended September 30, 2018 and 2017 consisted of the following balances from our condensed consolidated balance sheets: Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Beginning of period End of period Beginning of period End of period (in thousands) Cash and cash equivalents $ 34,607 $ 32,216 $ 74,060 $ 33,580 Restricted cash — — 1,152 — Restricted cash, less current portion — — 530 — Cash, cash equivalents and restricted cash per statement of cash flows $ 34,607 $ 32,216 $ 75,742 $ 33,580 In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting , or ASU No. 2017-09, which clarifies when changes to the terms and conditions of a share-based payment award must be accounted for as modifications. The new guidance will result in fewer changes to the terms of an award being accounted for as modifications and reduce diversity in practice for when changes are accounted for as modifications. It does not change the accounting for modifications. We adopted ASU No. 2017-09 as of January 1, 2018, using a prospective approach to awards modified on or after the adoption date, and adoption did not have an impact on our financial statement presentation or disclosures. In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , which allowed SEC registrants to record provisional amounts in earnings for the year ended December 31, 2017 due to the complexities involved in accounting for the enactment of the Tax Cuts and Jobs Act of 2017, or the Act. We recognized the estimated income tax effects of the Act in our consolidated financial statements and accompanying footnotes included in our 2017 Annual Report on Form 10-K in accordance with SEC Staff Accounting Bulletin No. 118. The final impact may differ from the provisional amount due to, among other things, changes in interpretations and assumptions we have made thus far and the issuance of additional regulatory or other guidance. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting, or ASU No. 2018-07 , which expands the scope of Accounting Standard Codification, or ASC, Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU No. 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We adopted ASU No. 2018-07 as of July 1, 2018. The adoption of ASU No. 2018-07 did not have a material impact on our condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, or ASU No. 2018-13 , which eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of the FASB’s disclosure framework project. ASU No. 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We adopted ASU No. 2018-13 as of September 30, 2018. The adoption of ASU No. 2018-13 did not have a material impact on our disclosure to our condensed consolidated financial statements. |