Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles , or GAAP Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable. Cash and Cash Equivalents We consider all highly liquid investments purchased with original maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents are recorded at face value, or cost, which approximates fair value. Restricted Cash Restricted cash consists of a certificate of deposit held by our bank as collateral for a standby letter of credit in the same notional amount by our landlord to secure our obligations under our corporate office and laboratory facility lease entered into in December 2016. The certificate of deposit has a term of one month. We are required to maintain this restricted cash balance, the amount of which is subject to reduction starting on January 1, 2023, if certain conditions are met, for the duration of this lease Marketable Securities All marketable securities have been classified as “available-for-sale” and are carried at fair value, based upon quoted market prices. We consider our available-for-sale portfolio as available for use in current operations. Accordingly, we classify certain investments as short-term marketable securities, even though the stated maturity date may be one year or more beyond the current balance sheet date. Unrealized gains and losses, net of any related tax effects, are excluded from earnings and are included in other comprehensive income or loss and reported as a separate component of stockholders’ equity or deficit until realized. Realized gains and losses and declines in value judged to be other than temporary, if any, on available-for-sale securities are included in other income (expense), net. The cost of securities sold is based on the specific identification method. We adjust the amortized cost of securities for amortization of premiums and accretion of discounts to maturity. We include interest on short-term investments in interest income, which is part of other income, net. In accordance with our investment policy, management invests to diversify credit risk and only invests in debt securities with high credit quality, including U.S. government securities. We periodically evaluate whether declines in the fair value of our investments below their cost are other than temporary. The evaluation includes consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether we have the intent to sell the securities, and whether it is more likely than not that we will be required to sell the securities before the recovery of their amortized cost basis. If we determine that the decline in fair value of an investment is below its accounting basis and this decline is other than temporary, we would reduce the carrying value of the security we hold and record a loss for the amount of such decline. We have not recorded any realized losses or declines in value judged to be other than temporary on our investments in debt securities. Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. Cash and cash equivalents and marketable securities are invested through banks and other financial institutions in the United States. Such deposits in the United States may be in excess of insured limits. Fair Value Measurements We determine the fair value of financial and nonfinancial assets and liabilities using the fair value hierarchy, which describes three levels of inputs that may be used to measure fair value, as follows: Level 1 —Quoted prices in active markets for identical assets or liabilities; Level 2 —Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We determine the fair value of Level 1 assets using quoted prices in active markets for identical assets. We review trading activity and pricing for Level 2 investments as of each measurement date. Level 2 inputs, which are obtained from various third-party data providers, represent quoted prices for similar assets in active markets and were derived from observable market data, or, if not directly observable, were derived from or corroborated by other observable market data. There were no transfers between Level 1 and Level 2 securities in the periods presented. In certain cases where there is limited activity or less transparency around inputs to valuation, we classify assets as Level 3 within the valuation hierarchy. We had a non-recurring Level 3 fair value measurement as of December 31, 2020 related to our operating lease right-of-use asset and related leasehold improvements and furniture and fixtures as part of an impairment review in connection with our entry into a sublease agreement, or the facility sublease, with Sutro Biopharma, Inc., or Sutro, pursuant to which we sublet to Sutro office and laboratory space at our current facilities. See Note 5 for additional information regarding the facility sublease and asset group. The following tables summarize our financial instruments that were measured at fair value on a recurring basis by level of input within the fair value hierarchy defined above (in thousands): December 31, 2020 Basis of Fair Value Measurements Total Level 1 Level 2 Level 3 Money market funds $ 21,250 $ 21,250 $ — $ — U.S. Treasury securities 157,621 157,621 — — Agency bonds 14,991 14,991 — — Commercial paper 53,222 — 53,222 — Certificate of deposit 1,543 — 1,543 — Total $ 248,627 $ 193,862 $ 54,765 $ — December 31, 2019 Basis of Fair Value Measurements Total Level 1 Level 2 Level 3 Money market funds $ 21,706 $ 21,706 $ — $ — U.S. Treasury securities 35,498 35,498 — — Agency bonds 48,834 48,834 — — Corporate bonds 1,800 — 1,800 — Commercial paper 19,195 — 19,195 — Certificate of deposit 1,543 — 1,543 — Total $ 128,576 $ 106,038 $ 22,538 $ — Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, ranging from three to five years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the assets may not be recoverable. Recoverability of these assets is measured by comparing their carrying amounts to the future undiscounted cash flows the assets are expected to generate. If an asset is impaired, the impairment to be recognized equals the amount by which the carrying value exceeds the asset’s fair value. The primary measure of fair value is discounted cash flows, which includes significant estimates primarily related to the discount rate and projected cash flows. The discount rate considers the relevant risk associated with asset-specific characteristics and the uncertainty related to the ability to achieve the projected cash flows. In connection with the corporate restructurings that we undertook in 2019: • We entered the facility sublease with Sutro in September 2020 in order to reduce our corporate facilities footprint. Accordingly, we evaluated our operating lease right-of-use asset and related leasehold improvements and furniture and fixtures and determined that the carrying value of this asset group was no longer recoverable. We calculated the fair value of this asset group using discounted cash flows, which have significant unobservable inputs related to discount rate (7%) and projected cash flows. We elected to exclude the operating lease obligation from the asset group when testing whether the carrying amount of the asset group was recoverable. As a result, we classified the fair value of this asset group within Level 3 of the fair value hierarchy. See Note 5 for additional information regarding the facility sublease and this asset group. • We evaluated our laboratory equipment and determined that the carrying value was no longer recoverable. See Note 14 for additional information regarding the laboratory equipment. Leases Effective January 1, 2019 , we adopted Financial Accounting Standards Board, or FASB, Accounting Standard Update, or ASU, No. 2016-02, Leases (Topic 842) , or Topic 842. We record a liability to make lease payments and a right-of-use asset for our right to use the underlying assets for the applicable lease terms on our balance sheet. We elected the “package of practical expedients,” which permitted us to not reassess our prior conclusion about lease identification, lease classification, and initial direct costs. We also elected (i) to account on the balance sheet with a lease term at the commencement date of twelve months or less. We determine if an arrangement is a lease at inception date. All our leases are classified as operating leases. Operating lease liabilities and the corresponding right-of-use assets are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. When available, we use the rate implicit in the lease to discount lease payments to present value. However, our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. We include options to extend the lease in our lease liability and right-of-use asset when it is reasonably certain that we will exercise the option. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants . We recognize operating lease cost as a single lease cost on a straight-line basis. However, once a right-of-use asset is impaired, lease cost for the arrangement that generated that right-of-use asset is no longer recognized on a straight-line basis due to variability in the interest amortization. Variable lease payments primarily include building operating expenses as charged to us by our landlords and are not included in the lease liability; rather, they are recognized on the statement of operations and comprehensive loss in the period in which the obligation is incurred. We recognize sublease income on a straight-line basis. Variable sublease payments are recognized when the corresponding variable lease payments of the underlying master lease are incurred. Sublease income, including the variable sublease payments, are recorded in other income, net on the statement of operations and comprehensive loss. Restructuring and Other Charges We account for costs related to our restructuring activities in accordance with ASC 420, Exit or Disposal Cost Obligations We will recognize other restructuring costs, including lease or other contract termination costs incurred in connection with terminating a contract before the end of its term, when we terminate the contract in accordance with its terms. See Note 14 for additional information regarding charges related to our corporate restructurings. Revenue Recognition Effective January 1, 2018, we adopted FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) The terms of our license and collaborative research and development agreements include upfront and license fees, research, development and other funding or reimbursements, milestone and other contingent payments for the achievement of defined collaboration objectives and certain preclinical, clinical, regulatory and sales-based events, as well as royalties on sales of commercialized products. Arrangements that include upfront payments may require deferral of revenue recognition to a future period until we perform obligations under these arrangements. We record research and development funding payable to us as accounts receivable when our right to consideration is unconditional. The event-based milestone and other contingent payments represent variable consideration, and we use the most likely amount method to estimate this variable consideration . Given the high degree of uncertainty around the occurrence of these events, we determine the milestone and other contingent amounts to be fully constrained until the uncertainty associated with these payments is resolved. We will recognize revenue from sales-based royalty payments when or as the sales occur. We will re-evaluate the transaction price in each reporting period as uncertain events are resolved and other changes in circumstances occur. A performance obligation is a promise in a contract to transfer a distinct good or service and is the unit of accounting in Topic 606. A contract’s transaction price is allocated among each distinct performance obligation based on relative standalone selling price and recognized as revenue when, or as, the applicable performance obligation is satisfied. Under Topic 606, we elected to use the practical expedient permitted related to adoption, which does not require us to disclose certain information regarding our remaining performance obligations as of the end of the reporting period prior to the initial date of adoption. Additionally, we elected the practical expedient for certain research and development funding which allows us to recognize revenue in the amount for which we have a right to invoice if our right to consideration is an amount that corresponds directly to the value of our performance completed to date. As a result, we effectively bypass the steps of determining the transaction price and allocating that transaction price to the performance obligation . Research and Development Expenses Research and development expenses consist of costs we incur for our own and for sponsored and collaborative research and development activities. Research and development costs are expensed as incurred. Research and development costs consist of salaries and benefits, including associated stock-based compensation, laboratory supplies and facility costs, as well as fees paid to other entities that conduct certain research and development activities on our behalf. We estimate preclinical study and clinical trial expenses based on the services performed pursuant to contracts with research institutions and contract research organizations, or CROs, and clinical manufacturing organizations, or CMOs, that conduct and manage preclinical studies and clinical trials on our behalf based on actual time and expenses incurred by such entities. Further, we accrue expenses related to clinical trials based on the level of patient activity according to the relevant agreement. We monitor patient enrollment levels and related activity to the extent reasonably possible and adjust estimates accordingly. If we do not identify costs that we have begun to incur or if we underestimate or overestimate the level of services performed or the costs of these services, our actual expenses could differ from our estimates. We expense payments for the acquisition and development of technology as research and development costs if, at the time of payment, the technology is under development, is not approved by the U.S. Food and Drug Administration or other regulatory agencies for marketing, has not reached technical feasibility or otherwise has no foreseeable alternative future use. Stock-Based Compensation We recognize compensation expense using a fair value-based method for costs related to all share-based payments, including restricted stock awards, or RSAs, and stock option awards. We have granted RSAs, some of which are subject to performance conditions or market conditions. For RSAs with only service conditions, stock-based compensation cost is based on the closing market price of our common stock at the date of grant and is recognized as expense ratably over the requisite service period. For RSAs subject to performance conditions, stock-based compensation cost is calculated similarly and is recognized as expense using the accelerated attribution recognition method when it is probable that the performance condition will be achieved. For RSAs subject to market conditions, we base the fair value of the awards on a Monte Carlo simulation model and recognize stock-based compensation cost commencing at the grant date over the derived service period. Performance- and market-based awards require estimates as to the probability of certain outcomes—the probability of the achievement of performance conditions and the probability of various market-based outcomes, respectively—which require a high degree of judgment. For stock option awards, stock-based compensation cost is measured at the grant date, based on the fair value of the award estimated using the Black-Scholes option pricing model, and is recognized as expense over the requisite service period on a straight-line basis. We account for forfeitures as they occur by reversing any expense recognized for unvested awards. Employee Benefit Plan We have a 401(k) Plan for all of our employees. Eligible employees may contribute through payroll deductions, and we may match the employees’ 401(k) contributions, at our discretion and not to exceed a prescribed annual limit per employee. Under this matching program, we contributed $0.3 million, $0.7 million and $1.0 million for the years ended December 31, 2020, 2019 and 2018, respectively. Income Taxes We account for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided when the expected realization of the deferred tax assets does not meet the more-likely-than-not criteria. This assessment requires a high degree of judgment. As a result, deferred tax assets at the end of 2020 and 2019 are subject to a full valuation allowance. We are required to determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It is our practice to recognize interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense. Accounting Pronouncements Recently Adopted Leases In February 2016, FASB issued Topic 842, which amended existing guidance to require substantially all leases to be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. We adopted Topic 842, effective January 1, 2019, using the updated modified retrospective transition method, in which the new standard is applied as of the date of initial adoption. We recognized and measured agreements executed prior to the date of initial adoption that were considered leases on January 1, 2019. No cumulative effect adjustment of initially applying the standard to the opening balance of retained earnings was made upon adoption. Upon adoption, we derecognized $19.8 million in deferred rent and ecognized $52.5 million in lease liabilities and $33.3 million in right-of-use assets on our balance sheet Revenue recognition In November 2018, FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808) clarifies when certain transactions between collaborative arrangement participants should be accounted for under Topic 606 and incorporates unit-of-account guidance consistent with Topic 606 to aid in this determination. We adopted ASU 2018-18, effective January 1, 2020, to be applied retrospectively to the date of initial application of Topic 606. The adoption of ASU 2018-18 had no effect on our financial statements and disclosures. In May 2014, FASB issued Topic 606, which superseded nearly all existing revenue recognition guidance under GAAP. We adopted Topic 606, effective January 1, 2018, using the modified retrospective transition method, in which the new standard is applied as of the date of initial adoption. We applied the standard to contracts that were not completed at the date of initial application. We recorded the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings. The adoption of Topic 606 resulted in a decrease of $1.4 million to deferred revenue and an increase of $1.4 million to retained earnings as of January 1, 2018. Our adoption of Topic 606 effective January 1, 2018 affected the following financial statement line items (in thousands, except per share data): Year Ended December 31, 2018 Condensed Statement of Operations and Comprehensive Loss Under Topic 606 Under Topic 605 Effect of change Collaboration and license revenue $ 49,868 $ 52,329 $ (2,461 ) Operating expenses 196,023 196,023 — Operating loss (146,155 ) (143,694 ) (2,461 ) Net loss (140,447 ) (137,986 ) (2,461 ) Net loss per share - basic and diluted (4.13 ) (4.06 ) (0.07 ) Year Ended December 31, 2018 Condensed Statement of Cash Flows Under Topic 606 Under Topic 605 Effect of change Net loss $ (140,447 ) $ (137,986 ) $ (2,461 ) Decrease in deferred revenue 1,373 — 1,373 Changes in operating assets and liabilities: Receivables from collaborative partner 8,037 8,037 — Deferred revenue (11,043 ) (12,131 ) 1,088 Cash, cash equivalents and restricted cash: At beginning of period 61,333 61,333 — At end of period 45,496 45,496 — Other In August 2018, FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework In June 2016, FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses (Topic 326) In April 2015, FASB issued ASU No. 2018-15, Intangibles–Goodwill and Other–Internal-Use Software (Topic 350) Accounting Pronouncements Not Yet Adopted In December 2019, FASB issued ASU No. 2019-12, Income Taxes–Simplifying the Accounting for Income Taxes (Topic 740) We do not anticipate that the adoption of ASU 2019-12 will have a material effect on our financial statements. |