Annual report pursuant to Section 13 and 15(d)

Fair Value Measurements

v3.20.1
Fair Value Measurements
12 Months Ended
Dec. 31, 2019
Fair Value Measurements  
Fair Value Measurements

6. Fair Value Measurements

The Company records its financial assets and liabilities at fair value. The carrying amounts of certain of the Company’s financial instruments, including cash, trade receivables and accounts payable, approximate their fair value due to their short maturities. Fair value is defined as the exchange price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance for fair value establishes a framework for measuring fair value and a fair value hierarchy that prioritizes the inputs used in valuation techniques. The accounting standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1 – Observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs, either directly or indirectly, other than quoted prices in active markets for identical assets or liabilities, such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are not observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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; therefore, requiring an entity to develop its own valuation techniques and assumptions.

The following tables set forth the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2019 Using

 

 

Quoted Prices in

 

Significant Other

 

Significant

 

 

 

 

 

Active Markets for

 

Observable

 

Unobservable

 

 

 

 

 

Identical Assets

 

Inputs

 

Inputs

 

 

 

 

    

(Level 1)

    

(Level 2)

    

(Level 3)

    

Total

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

$

 —

 

$

 —

 

$

681

 

$

681

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

 —

 

$

 —

 

$

75

 

$

75

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2018 Using

 

 

Quoted Prices in

 

Significant Other

 

Significant

 

 

 

 

 

Active Markets for

 

Observable

 

Unobservable

 

 

 

 

 

Identical Assets

 

Inputs

 

Inputs

 

 

 

 

    

(Level 1)

    

(Level 2)

    

(Level 3)

    

Total

Assets:

 

 

  

 

 

  

 

 

  

 

 

  

Equity securities

 

$

 —

 

$

 —

 

$

392

 

$

392

 

During the years ended December 31, 2019 and 2018, there were no transfers between Level 1, Level 2, or Level 3 assets reported at fair value on a recurring basis and the valuation techniques used did not change compared to the Company’s established practice.

Equity Securities

The following table provides a summary of changes in the estimated fair value of the Company’s Level 3 financial assets for the year ended December 31, 2019 (in thousands):

 

 

 

 

 

Balance at December 31, 2018

    

$

392

Change in fair value

 

 

289

Balance at December 31, 2019

 

$

681

 

The equity securities consisted of an investment in Rezolute’s common stock and are classified as long-term assets on the consolidated balance sheet as of December 31, 2018 and 2019. The equity securities are revalued each reporting period with changes in fair value recorded in the other income (expense), net line item of the consolidated statements of operations and comprehensive loss.

As of December 31, 2018, the Company and its valuation specialist used a probability-weighted expected return model to measure the fair value of the securities. This valuation methodology is based on unobservable estimates and judgements, and therefore is classified as a Level 3 fair value measurement. Scenarios and probabilities were based on the Company’s management estimates and were incorporated into the determination of the fair value of the equity securities.

The estimated fair value of the equity securities was calculated based on the following assumptions as of December 31, 2018:

 

 

 

 

 

 

Discount for lack of marketability

 

 

35

%  

Estimated time to liquidity of shares

 

 

1.45 years

 

 

 

 

 

 

Scenario probabilities

 

 

  

 

Liquidation

 

 

20

%  

Near-term sale

 

 

 5

%  

Near-term financing

 

 

75

%  

 

In the first quarter of 2019, the Company updated the methodology used to value the equity securities due to Rezolute’s completion of a Qualified Financing (see Note 4). As of December 31, 2019, the Company and its valuation specialist valued the equity securities using the closing price for Rezolute’s common stock traded on the over-the-counter exchange and adjusted for an illiquidity discount. The inputs used to calculate the illiquidity discount are based on observable and unobservable estimates and judgments and therefore is classified as a Level 3 fair value measurement. As the Company has the right and option to sell up to 5,000,000 shares of Rezolute’s common stock back to Rezolute after December 31, 2019 (see Note 4), the fair value of the equity securities was determined by dividing the total shares of Rezolute’s common stock held by the Company into two tranches based on the estimated time to a potential liquidity event.

 

The estimated fair value of the equity securities was calculated based on the following assumptions as of December 31, 2019.

 

 

 

 

 

 

Closing common stock price on the Over-the-counter (OTC) exchange

 

$

0.12

 

 

 

 

 

 

Tranche 1:

 

 

 

 

Discount for lack of marketability

 

 

13

%  

Estimated time to liquidity of shares

 

 

0.25 years

 

 

 

 

 

 

Tranche 2:

 

 

 

 

Discount for lack of marketability

 

 

33

%

Estimated time to liquidity of shares

 

 

1.5 years

 

Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the equity securities.

Contingent Consideration

The estimated fair value of the contingent consideration liability at the inception of the Bioasis Royalty Purchase Agreement represents the future consideration that is contingent upon the achievement of specified development milestones for a product candidate. The fair value measurement is based on significant Level 3 inputs such as anticipated timelines and probability of achieving development milestones of each licensed product candidate. Changes in the fair value of the liability for contingent consideration will be recorded in the other income (expense), net line item of the consolidated statements of operations and comprehensive loss until settlement. As of December 31, 2019, there were no changes in the estimated fair value of the contingent consideration from its initial value of $0.1 million.

The estimated fair value of the contingent consideration liability at the inception of the Aronora Royalty Purchase Agreement represented the future consideration that was contingent upon the active status of Bayer Product programs on September 1, 2019. The fair value measurement for the contingent consideration was based on significant Level 3 inputs such as management’s expectation for the success and development of each of the products. As of December 31, 2019, there was no outstanding balance remaining, as the Company paid the full $3.0 million contingent consideration to Aronora in September 2019.

Debt

The estimated fair value of the Company’s outstanding debt is estimated using the net present value of the payments, discounted at an interest rate that is consistent with market interest rates, which is a Level 2 input. The carrying amount and the estimated fair value of the Company’s outstanding long-term debt at December 31, 2019 and 2018, are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

December 31, 2018

 

    

Carrying Amount

    

Fair Value

    

Carrying Amount

    

Fair Value

SVB Loans

 

$

16,374

 

$

16,048

 

$

7,286

 

$

7,281

Novartis note

 

 

15,903

 

 

15,713

 

 

15,193

 

 

14,825

Total

 

$

32,277

 

$

31,761

 

$

22,479

 

$

22,106