Annual report pursuant to Section 13 and 15(d)

Fair Value Measurements

v3.3.1.900
Fair Value Measurements
12 Months Ended
Dec. 31, 2015
Fair Value Disclosures [Abstract]  
Fair Value Measurements

5. 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 and cash equivalents, marketable securities, trade receivable 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 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 follows (in thousands):

 

 

 

Fair Value Measurements at December 31, 2015 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)

 

$

42,590

 

 

$

 

 

$

 

 

$

42,590

 

Marketable securities

 

 

496

 

 

 

 

 

 

 

 

 

496

 

      Total

 

$

43,086

 

 

$

 

 

$

 

 

$

43,086

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent warrant liabilities

 

$

 

 

$

 

 

$

10,464

 

 

$

10,464

 

 

 

 

 

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 (2)

 

 

 

 

 

6

 

 

 

 

 

 

6

 

Total

 

$

67,569

 

 

$

6

 

 

$

 

 

$

67,575

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent warrant liabilities

 

$

 

 

$

 

 

$

31,828

 

 

$

31,828

 

 

 

(1) Included in cash and cash equivalents

(2) Included in other assets

 

During the years ended December 31, 2015 and 2014, there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis and the valuation techniques used did not change compared to the Company’s established practice.

The estimated fair value of the foreign exchange options as of December 31, 2015 was zero.  The estimated fair value of the foreign exchange options at December 31, 2015 and 2014 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 change in the fair value is recorded in other income (expense), net line of the consolidated statements of comprehensive loss.

The estimated fair value of the contingent warrant liabilities at December 31, 2015 and 2014 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. The Company’s common stock price represents a significant input that affects the valuation of the warrants. The change in the fair value is recorded as a gain or loss in the revaluation of contingent warrant liabilities line of the consolidated statements of comprehensive loss.

The estimated fair value of the contingent warrant liabilities was estimated using the following range of assumptions at December 31, 2015 and 2014:

 

 

 

December 31,

 

 

2015

 

2014

Expected volatility

 

166% - 183%

 

70% - 73%

Risk-free interest rate

 

0.64% - 0.74%

 

0.03% - 0.67%

Expected term (in years)

 

0.94 - 1.19

 

0.09 - 2.19

 

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, 2015 and 2014 (in thousands):

  

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

)

Decrease in estimated fair value of contingent warrant liabilities

   upon revaluation

 

 

(45,773

)

Balance at December 31, 2014

 

 

31,828

 

Reclassification of contingent warrant liability to equity upon

   exercise of warrants

 

 

(3,552

)

Decrease in estimated fair value of contingent warrant liabilities

   upon revaluation

 

 

(17,812

)

Balance at December 31, 2015

 

$

10,464

 

 

The fair value of the Company’s outstanding interest-bearing obligations 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 interest-bearing obligations at December 31, 2015 and 2014 are as follows (in thousands):

 

 

 

 

December 31, 2015

 

 

December 31, 2014

 

 

 

Carrying Amount

 

 

Fair Value

 

 

Carrying Amount

 

 

Fair Value

 

Hercules term loan

 

$

19,653

 

 

$

21,231

 

 

$

 

 

$

 

Servier loan

 

 

15,331

 

 

 

15,185

 

 

 

16,290

 

 

 

17,068

 

Novartis note

 

 

13,683

 

 

 

13,394

 

 

 

13,357

 

 

 

12,923

 

General Electric Capital Corporation term loan

 

 

 

 

 

 

 

 

5,661

 

 

 

6,470

 

Total

 

$

48,667

 

 

$

49,810

 

 

$

35,308

 

 

$

36,461