Annual report pursuant to Section 13 and 15(d)

Available-for-Sale and Fair Value Measurements

v2.4.1.9
Available-for-Sale and Fair Value Measurements
12 Months Ended
Dec. 31, 2014
Available-for-Sale and Fair Value Measurements [Abstract]  
Available-for-Sale and Fair Value Measurements
6. Available-for-Sale and Fair Value Measurements

The classification of the Company’s available-for-sale securities consisted of the following (in thousands):

   
December 31,
2014
   
December 31, 2013
 
Money Market funds
 
$
67,569
   
$
82,759
 
U.S. treasury securities
   
-
     
19,989
 
   
$
67,569
   
$
102,748
 

The Company had no unrealized gains or losses associated with its available-for-sale securities as of December 31, 2014.  As of December 31, 2013, gross unrealized losses of approximately $1,000 were included in accumulated comprehensive loss on its consolidated balance sheet.

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 Company applies Accounting Standards Codification Topic 820, Fair Value Measurement and Disclosures, (“ASC 820”), which 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 similar assets or liabilities, 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 of December 31, 2014 and 2013 as follows (in thousands):


   
Fair Value Measurements at December 31, 2014 Using
     
   
Quoted Prices in Active Markets for Identical Assets
   
Significant Other Observable Inputs
   
Significant Unobservable Inputs
     
   
(Level 1)
   
(Level 2)
   
(Level 3)
   
Total
 
Assets:
               
Money market funds (1)
 
$
67,569
   
$
-
   
$
-
   
$
67,569
 
Foreign exchange options
   
-
     
6
     
-
     
6
 
Total
 
$
67,569
   
$
6
   
$
-
   
$
67,575
 
                                 
Liabilities:
                               
Contingent warrant liabilities
 
$
-
   
$
-
   
$
31,828
   
$
31,828
 

   
Fair Value Measurements at December 31, 2013 Using
     
   
Quoted Prices in Active Markets for Identical Assets
   
Significant Other Observable Inputs
   
Significant Unobservable Inputs
     
   
(Level 1)
   
(Level 2)
   
(Level 3)
   
Total
 
Assets:
               
Money market funds (1)
 
$
82,759
   
$
-
   
$
-
   
$
82,759
 
U.S. treasury securities
   
19,989
     
-
     
-
     
19,989
 
Foreign exchange options
   
-
     
361
     
-
     
361
 
Total
 
$
102,748
   
$
361
   
$
-
   
$
103,109
 
                                 
Liabilities:
                               
Contingent warrant liabilities
 
$
-
   
$
-
   
$
69,869
   
$
69,869
 

(1)  Included in cash and cash equivalents

There were no transfers between Level 1 and Level 2 during the twelve months ended December 31, 2014.

The fair value of the foreign exchange options at December 31, 2014 and 2013 was determined using readily observable market inputs from actively quoted markets obtained from various third-party data providers. These inputs, such as spot rate, forward rate and volatility have been derived from readily observable market data, meeting the criteria for Level 2 in the fair value hierarchy.

The fair value of the contingent warrant liabilities at December 31, 2014 and 2013 was determined using the Black-Scholes Model, which requires inputs such as the expected term of the warrants, volatility and risk-free interest rate. These inputs are subjective and generally require significant analysis and judgment to develop. In 2013, the Company changed its expected volatility assumption in the Black-Scholes Model from a volatility implied from warrants issued by XOMA in recent private placement transactions to a volatility based on historical stock price volatility observed on XOMA’s underlying stock. A historical stock price volatility rate was determined to be a more precise indicator for the fair value calculation of the Company’s warrants due to time elapsed since these warrants were granted. The Company’s common stock price represents a significant input that impacts sensitivity in the valuation of the warrants.

The fair value of the contingent warrant liabilities was estimated using the following range of assumptions at December 31, 2014 and 2013:

   
December 31,
2014
   
December 31, 2013
 
Expected volatility
   
69.6% - 72.9
%
   
66.1% - 86.6
%
Risk-free interest rate
   
0.03% - 0.67
%
   
0.10% - 0.80
%
Expected term
 
0.09 - 2.19 years
   
0.90 - 3.20 years
 

The following table provides a summary of changes in the fair value of the Company’s Level 3 financial liabilities for the years ended December 31, 2014, 2013, and 2012 (in thousands):

   
Warrant Liabilities
 
Balance at December 31, 2011
 
$
379
 
Initial fair value of warrants issued in March 2012
   
6,390
 
Reclassification of contingent warrant liability to equity upon exercise of warrants
   
(940
)
Net increase in fair value of contingent warrant liabilities upon revaluation
   
9,172
 
Balance at December 31, 2012
   
15,001
 
Reclassification of contingent warrant liability to equity upon exercise of warrants
   
(6,171
)
Net increase in fair value of contingent warrant liabilities upon revaluation
   
61,039
 
Balance at December 31, 2013
   
69,869
 
Initial fair value of warrants issued in December 2014 warrant
   
10,258
 
Reclassification of contingent warrant liability to equity upon exercise of warrants
   
(2,526
)
Net decrease in fair value of contingent warrant liabilities upon revaluation
   
(45,773
)
Balance at December 31, 2014
 
$
31,828
 

The fair value of the Company’s outstanding debt is estimated based on market interest rates. The carrying amount and the estimated fair value of the Company’s outstanding debt at December 31, 2014 and 2013 are as follows:

   
December 31, 2014
   
December 31, 2013
 
   
Carrying Amount
   
Fair Value
   
Carrying Amount
   
Fair Value
 
                 
Outstanding debt
 
$
35,537
   
$
36,461
   
$
40,985
   
$
41,813