Summary of significant accounting policies | Summary of significant accounting policies The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). The following is a summary of significant accounting policies followed in the preparation of these financial statements. Basis of presentation and principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Intercompany accounts and transactions have been eliminated. The Company operates as one segment, which is discovering, researching, developing and commercializing novel cancer immunotherapies. Use of estimates The preparation of these consolidated financial statements and the accompanying notes in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to clinical trial accruals, estimates related to prepaid and accrued research and development expenses, revenue recognition, and warrant liabilities, which could change period to period based on changes in facts and circumstances. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ materially from those estimates. Foreign currency translation Realized and unrealized gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are reflected as other expense, net in the consolidated statements of operations. Revenue recognition Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these goods and services. To achieve this core principle, the Company applies the following five steps: 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. Licensing arrangements are analyzed to determine whether the promised goods or services, which could include licenses and research and development materials and services, are distinct or whether they must be accounted for as part of a combined performance obligation. If the license is considered not to be distinct, the license would then be combined with other promised goods or services as a combined performance obligation. Certain contracts contain options to obtain future goods or services at a discount, which would not be provided without entering into the contract. These options are considered material rights, and therefore, are accounted for as separate performance obligations. The transaction price is determined based on the consideration to which the Company will be entitled. The transaction price may include fixed amounts, variable amounts, or both. For milestone payments, the Company estimates the amount of variable consideration by using the most likely amount method. In making this assessment, the Company evaluates factors such as the clinical, commercial and other risks that must be overcome to achieve the milestone. The Company reevaluates the probability of realizing such variable consideration and any related constraints at each reporting period. The Company includes variable consideration in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price among the performance obligations on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. The Company allocates the transaction price based on the estimated standalone selling price of the underlying performance obligations. The Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs to complete the respective performance obligation. Genocea also utilizes judgement in assessing whether or not variable consideration is constrained or if it can be allocated specifically to one or more performance obligations in the arrangement. Certain variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated to each performance obligation are consistent with the amount the Company would expect to receive for each performance obligation. The transaction price is allocated to each separate performance obligation on a relative standalone selling price basis. When a performance obligation is satisfied, revenue is recognized for the amount of the transaction price allocated to that performance obligation on a relative standalone selling price basis, which excludes estimates of variable consideration that are constrained. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement. For performance obligations consisting of licenses and other promises, the Company utilizes judgment to assess whether the combined performance obligation is satisfied over time or at a point in time and the recognition pattern for the portion of the transaction price allocated to the performance obligation. Contract liabilities The Company records a contract liability, classified as deferred revenue in its consolidated balance sheets, when it has received payment but has not yet satisfied the related performance obligations. In the event of an early termination of a contract with a customer, any contract liabilities would be recognized in the period in which all Company obligations under the agreement have been fulfilled. Cash and cash equivalents The Company considers only those investments which are highly liquid, readily convertible to cash and that mature within three months from date of purchase to be cash equivalents. The carrying values of money market funds approximate fair value due to their short-term maturities. Property and equipment Property and equipment is stated at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred, while costs of major additions and betterments are capitalized. Upon disposal, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the consolidated statements of operations and comprehensive loss. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset class Estimated useful life (in years) Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3 – 5 Leasehold improvements Shorter of the useful life or remaining lease term Development of software for internal use Costs of materials, consultants, payroll, and payroll-related costs for employees incurred in developing internal-use software are capitalized as incurred. These costs are included in property and equipment, net in the consolidated balance sheets. Costs incurred during the preliminary project and post-implementation stages are charged to expense. Amortization is recorded using the straight-line method over the estimated useful lives of the respective asset which is three Impairment of long-lived assets The Company evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the asset, the assets are written down to their estimated fair values. Long-lived assets to be disposed are reported at the lower of the carrying amount or fair value less cost to sell. Deferred financing costs The Company records debt issuance costs as a reduction to the related debt's carrying value and amortizes these costs over the life of the debt using the effective interest rate method. Fair value of financial instruments The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. • Level 1—Fair values are determined by utilizing quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access; • Level 2—Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market-observable inputs such as interest rates, yield curves and foreign currency spot rates; and • Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company's financial assets recorded at fair value consist of cash equivalents, and the Company's financial liabilities recorded at fair value consist of warrant liabilities. The fair value of the Company’s cash equivalents is determined using quoted prices in active markets. The Company's cash equivalents consist of money market funds that are classified as Level 1. The fair value of the Company’s warrant liabilities is determined using a Monte Carlo simulation. The Company remeasures the fair value of its liability-classified warrants at each reporting date. The Monte Carlo simulation requires the input of assumptions, including the Company's stock price, the volatility of its stock price, remaining term in years, expected dividend yield, and risk-free rate. In addition, the valuation model considers the Company's probability of being acquired during the remaining terms of the liability-classified warrants, as an acquisition event can potentially impact the settlement. Changes to the assumptions used in determining the fair value of the Company's liability-classified warrants could result in materially different fair values for these warrant liabilities. See Note 10. Warrants for assumptions used to calculate the estimated fair value of the Company's warrant liabilities. The Company’s warrant liabilities are classified as Level 3. At both December 31, 2021 and 2020, cash, restricted cash and payables are reflected in the balance sheet at carrying value, which approximates fair value due to their short-term nature. At both December 31, 2021 and 2020, the carrying value of Genocea’s long-term debt approximated its fair value as it reflected interest rates available to the Company. Leases At the inception of the contract, the Company determines if an arrangement is a lease and has a lease term greater than 12 months. The Company has elected not to recognize on the balance sheet leases that, at the commencement date, have a lease term of twelve months or less and do not include a purchase option that the Company is reasonably certain to exercise. These short-term leases are expensed on a straight-line basis over the lease term. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset that it is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases and are included in right-of-use (“ROU”) assets and lease liabilities in the consolidated balance sheets. 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. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The operating lease ROU asset is reduced by deferred lease payments and unamortized lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for fixed lease payments on operating leases are recognized over the expected term on a straight-line basis, while lease expense for fixed lease payments on financing leases are recognized using the effective interest method over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. The non-lease components generally consist of common area maintenance that is expensed as incurred. Research and development expenses Research and development costs are expensed as incurred. Research and development expenses include fees paid to contract research organizations ("CROs") in connection with clinical trials, contract manufacturing organizations ("CMOs") with respect to preclinical and clinical materials and intermediaries, and other vendors in connection with preclinical development activities. Nonrefundable advanced payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made. The Company conducts a thorough review of open purchase orders to identify goods received or services that have been performed, including corroboration with internal personnel, in order to establish an estimate of the associated cost incurred for which it has not yet been invoiced or otherwise notified of the actual cost. The majority of Genocea’s service providers invoice the Company monthly in arrears for services performed or when contractual milestones are met. Genocea makes estimates of its accrued research and development expenses as of each balance sheet date in the consolidated financial statements based on facts and circumstances known to it at that time. The Company periodically confirms the accuracy of its estimates with the service providers and make adjustments, if necessary. The Company bases its expenses related to clinical trials on its estimates of the services performed pursuant to contracts with clinical sites that conduct clinical trials on its behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of required data submission. In recording service fees, the Company makes estimates based upon the time period over which services will be performed or other observable and measurable progress points as defined in the contracts, such as number of patients enrolled, number of sites, or extent of services performed in each period. The calculated amount of service fee expense is compared to the actual payments made pursuant to the contract's billing schedule to determine the resulting prepaid or accrual position. If Genocea’s estimates of the status and timing of services performed differs from the actual status and timing of services performed, the Company may report amounts that are too high or too low in any particular period. Stock-based compensation expense The Company recognizes stock-based compensation expense for stock-based awards, including grants of stock options and restricted stock units ("RSUs"), over the requisite service period based on the estimated fair value on the grant date. The Company calculates the fair value of its stock options using the Black-Scholes option pricing model. The fair value of the service-based RSUs is the closing market price of Genocea's common stock on the grant date. The Company measures the fair value of market-based RSUs on the grant date using a Monte Carlo simulation model. See Note 11. Employee benefit plans for assumptions used to calculate the estimated fair value of the Company's market-based RSUs. Forfeitures are recorded as they occur. Income taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which these temporary differences are expected to be recovered or settled. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Government grants Government grants are recognized when there is reasonable assurance that Genocea will comply with the relevant conditions of the grant and that the grant will be received. The Coronavirus Aid, Relief, and Economic Security Act of 2020 provided for an employee retention payroll tax credit (“payroll tax credit”), that was subsequently expanded and extended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021. During 2021, the Company assessed its eligibility for the payroll tax credit through June 30, 2021. As a result of its assessment, Genocea recognized a benefit from the payroll tax credit of $1.5 million that was recorded as a receivable within prepaid expenses and other current assets on the balance sheets as of December 31, 2021 and as a reduction of $0.4 million in general and administrative expenses and $1.1 million in research and development expenses in 2021. The timing of cash receipt by the Company for the payroll tax credit is subject to Internal Revenue Service ("IRS") processing times. Basic and diluted net loss per share Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss, adjusted for the remeasurement to fair value for the warrants that were issued in connection with the 2020 private placement as the warrants were in-the-money and were liability-classified for the period from issuance through July 24, 2021, by the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of shares of common stock equivalents as determined using the treasury stock method. Recently adopted accounting standards In 2019, the Financial Accounting Standards Board ("FASB") issued a new standard on Simplifying the Accounting for Income Taxes. The new standard simplifies the accounting for income taxes and became effective beginning after December 15, 2020. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures. Recent accounting pronouncements In May 2021, the FASB issued a new standard that clarifies an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2021, and early adoption is permitted. The Company will adopt this standard on January 1, 2022. The adoption of this standard will not have a material impact on the Company's consolidated financial statements and related disclosures at the time of adoption, and the impact on later periods is not known or reasonably estimable. |