Fair value of financial instruments and marketable securities | 9 Months Ended |
Sep. 30, 2014 |
Fair value of financial instruments and marketable securities | ' |
Fair value of financial instruments and marketable securities | ' |
|
3.Fair value of financial instruments and marketable securities |
|
The Company follows the fair value measurement rules, which provides guidance on the use of fair value in accounting and disclosure for assets and liabilities when such accounting and disclosure is called for by other accounting literature. These rules establish a fair value hierarchy for inputs to be used to measure fair value of financial assets and liabilities. This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels: Level 1 (highest priority), Level 2, and Level 3 (lowest priority). |
|
Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the balance sheet date. |
|
Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). |
|
Level 3—Inputs are unobservable and reflect the Company’s assumptions as to what market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available. |
|
Cash equivalents are reflected in the accompanying financial statements at fair value. The carrying amount of grant and collaboration receivables, accounts payable and accrued expenses, and debt approximates fair value due to the short-term nature of those instruments. |
|
Fair value of certain marketable securities is based upon market prices using quoted prices in active markets for identical assets quoted on the last day of the period. In establishing the estimated fair value of the remaining investments, the Company used the fair value as determined by its investment advisors using observable inputs other than quoted prices. |
|
The Company reviews its investments on a periodic basis for other-than-temporary impairments. This review is subjective, as it requires management to evaluate whether an event or change in circumstances has occurred in that period that may have a significant adverse effect on the fair value of the investment. |
|
The following represents the fair value using the hierarchy described in Note 3 for the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of September 30, 2014 and December 31, 2013: |
|
| | September 30, 2014 | |
| | Total | | Quoted prices | | Significant | | Significant | |
in active | other | unobservable |
markets for | observable | inputs |
identical assets | inputs | (level 3) |
(level 1) | (level 2) | |
Marketable securities | | $ | 156,516 | | $ | — | | $ | 156,516 | | $ | — | |
Warrant liability | | 136 | | — | | — | | 136 | |
|
| | December 31, 2013 | |
| | Total | | Quoted prices | | Significant | | Significant | |
in active | other | unobservable |
markets for | observable | inputs |
identical assets | inputs | (level 3) |
(level 1) | (level 2) | |
Marketable securities | | $ | 127,053 | | $ | — | | $ | 127,053 | | $ | — | |
Warrant Liability | | 58 | | — | | — | | 58 | |
|
The following is a summary of marketable securities accounted for as available-for-sale securities at September 30, 2014 and December 31, 2013: |
|
| | September 30, 2014 | |
| | Amortized | | Gross Unrealized | | Fair | |
| | Cost | | Gains | | Losses | | Value | |
Corporate debt securities | | $ | 122,561 | | $ | 112 | | $ | (156 | ) | $ | 122,517 | |
Government obligations | | 34,024 | | 8 | | (33 | ) | 33,999 | |
| | $ | 156,585 | | $ | 120 | | $ | (189 | ) | $ | 156,516 | |
|
| | December 31, 2013 | |
| | Amortized | | Gross Unrealized | | Fair | |
| | Cost | | Gains | | Losses | | Value | |
Commercial paper | | $ | 14,993 | | $ | 5 | | $ | — | | $ | 14,998 | |
Corporate debt securities | | 111,989 | | 97 | | (31 | ) | 112,055 | |
| | $ | 126,982 | | $ | 102 | | $ | (31 | ) | $ | 127,053 | |
|
At September 30, 2014 and December 31, 2013, the Company held securities with an unrealized loss position that were not considered to be other-than-temporarily impaired as the Company has the ability to hold such investments until recovery of their fair value. |
|
Marketable securities on the balance sheet at September 30, 2014 and December 31, 2013 mature as follows: |
|
| | September 30, 2014 | | | | | | | |
| | Less Than | | More Than | | | | | | | |
12 Months | 12 Months | | | | | | |
Corporate debt securities | | $ | 65,860 | | $ | 56,657 | | | | | | | |
Government obligations | | — | | 33,999 | | | | | | | |
Total Marketable securities | | $ | 65,860 | | $ | 90,656 | | | | | | | |
|
| | December 31, 2013 | | | | | | | |
| | Less Than | | More Than | | | | | | | |
12 Months | 12 Months | | | | | | |
Commercial paper | | $ | 14,998 | | $ | — | | | | | | | |
Corporate debt securities | | 54,159 | | 57,896 | | | | | | | |
Total Marketable securities | | $ | 69,157 | | $ | 57,896 | | | | | | | |
|
Level 3 valuation |
|
The warrant liability is classified in Other long-term liabilities on the Company’s balance sheet. The warrant liability is marked-to-market each reporting period with the change in fair value recorded as a gain or loss within Other income (expense), net on the Company’s statement of operations until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument. The fair value of the warrant liability is determined at each reporting period by utilizing the Black-Scholes option pricing model. |
|
The table presented below is a summary of changes in the fair value of the Company’s Level 3 valuation for warrant liability for the period ended September 30, 2014: |
|
| | Level 3 assets | | | | | | | | | | |
Beginning balance as of December 31, 2013 | | $ | 58 | | | | | | | | | | |
Change in fair value of warrant liability | | 78 | | | | | | | | | | |
Ending balance as of September 30, 2014 | | $ | 136 | | | | | | | | | | |
|
Fair value of the warrant liability is estimated using an option-pricing model, which includes variables such as the expected volatility based on guideline public companies, the stock fair value, and the estimated time to a liquidity event. The significant assumptions used in preparing the option pricing model for valuing the Company’s warrants as of September 30, 2014 include (i) volatility (64%—72%), (ii) risk free interest rate (0.83%—1.78%), (iii) strike price ($128.00-$2,520), (iv) fair value of common stock ($44.01), and (v) expected life (2.71—4.98 years). The significant assumptions used in preparing the option pricing model for valuing the Company’s warrants as of December 31, 2013 include (i) volatility (61-89%), (ii) risk free interest rate (0.07%—2.10%), (iii) strike price ($128.00—$2,520.00), (iv) fair value of common stock ($16.97), and (v) expected life (0.30—5.70 years). See Note 6 for a description of the warrants issued in connection with the convertible notes. |
|
|