Fair Value Accounting | 6 Months Ended |
Jun. 30, 2014 |
Fair Value Disclosures [Abstract] | ' |
Fair Value Accounting | ' |
3. Fair Value Accounting |
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Three levels of inputs, of which the first two are considered observable and the last unobservable, may be used to measure fair value. The three levels are: |
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| • | | Level 1 — Quoted prices in active markets for identical assets or liabilities. | | | | | | | | | | | | | |
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| • | | Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | | | | | | | | | | | | | |
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| • | | 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. | | | | | | | | | | | | | |
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The following table represents the fair value hierarchy for our financial assets (cash equivalents and marketable securities) by major security type and contingent consideration liability measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013 (in thousands): |
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June 30, 2014 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | | | | | |
Money market funds | | $ | 10,917 | | | $ | — | | | $ | — | | | $ | 10,917 | |
Corporate debt securities | | | — | | | | 38,023 | | | | — | | | | 38,023 | |
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Total assets | | $ | 10,917 | | | $ | 38,023 | | | $ | — | | | $ | 48,940 | |
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Liabilities | | | | | | | | | | | | | | | | |
Contingent consideration liability | | $ | — | | | $ | — | | | $ | 32,500 | | | $ | 32,500 | |
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Total liabilities | | $ | — | | | $ | — | | | $ | 32,500 | | | $ | 32,500 | |
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December 31, 2013 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | | | | | |
Money market funds | | $ | 11,345 | | | $ | — | | | $ | — | | | $ | 11,345 | |
Corporate debt securities | | | — | | | | 12,003 | | | | — | | | | 12,003 | |
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Total assets | | $ | 11,345 | | | $ | 12,003 | | | $ | — | | | $ | 23,348 | |
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Liabilities | | | | | | | | | | | | | | | | |
Contingent consideration liability | | $ | — | | | $ | — | | | $ | 39,200 | | | $ | 39,200 | |
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Total liabilities | | $ | — | | | $ | — | | | $ | 39,200 | | | $ | 39,200 | |
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Cash equivalents and marketable securities |
The amortized cost, fair value and unrealized gain/(loss) for our financial assets by major security type as of June 30, 2014 and December 31, 2013 are as follows (in thousands): |
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June 30, 2014 | | Amortized | | | Fair Value | | | Unrealized | | | | | |
Cost | Gain/(Loss) | | | | |
Money market funds | | $ | 10,917 | | | $ | 10,917 | | | $ | — | | | | | |
Corporate debt securities | | | 38,021 | | | | 38,023 | | | | 2 | | | | | |
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Total | | | 48,938 | | | | 48,940 | | | | 2 | | | | | |
Less amounts classified as restricted cash | | | (5,562 | ) | | | (5,562 | ) | | | | | | | | |
Less amounts classified as cash equivalents | | | (10,294 | ) | | | (10,294 | ) | | | — | | | | | |
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Total marketable securities | | $ | 33,082 | | | $ | 33,084 | | | $ | 2 | | | | | |
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December 31, 2013 | | Amortized | | | Fair Value | | | Unrealized | | | | | |
Cost | Gain/(Loss) | | | | |
Money market funds | | $ | 11,345 | | | $ | 11,345 | | | $ | — | | | | | |
Corporate debt securities | | | 12,002 | | | | 12,003 | | | | 1 | | | | | |
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Total | | | 23,347 | | | | 23,348 | | | | 1 | | | | | |
Less amounts classified as cash equivalents | | | (14,770 | ) | | | (14,770 | ) | | | — | | | | | |
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Total marketable securities | | $ | 8,577 | | | $ | 8,578 | | | $ | 1 | | | | | |
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We had no sales of marketable securities during the three or six months ended June 30, 2014 or 2013. |
Contingent Consideration Liability |
In connection with the exercise of our option to purchase all of the outstanding equity of Symphony Allegro, Inc., or Allegro, in 2009, we are obligated to make contingent cash payments to the former Allegro stockholders related to certain payments received by us from future collaboration agreements pertaining to ADASUVE/AZ-104 (Staccato loxapine) or AZ-002 (Staccato alprazolam). In order to estimate the fair value of the liability associated with the contingent cash payments, we prepared several cash flow scenarios for ADASUVE, AZ-104 and AZ-002, which are subject to the contingent payment obligation. Each potential cash flow scenario consisted of assumptions of the range of estimated milestone and license payments potentially receivable from such collaborations and assumed royalties received from future product sales. Based on these estimates, we computed the estimated payments to be made to the former Allegro stockholders. Payments were assumed to terminate in accordance with current agreement terms or, if no agreements exist, upon the expiration of the related patents. |
The projected cash flow assumptions for ADASUVE in the United States are based on the License and Supply Agreement, or the Teva Agreement, between us and Teva (see Note 9) and on internally and externally developed product sales forecasts. The timing and extent of the projected cash flows for ADASUVE for Europe, Latin America and the Commonwealth of Independent States countries, or the Ferrer Territories, are based on the Collaboration, License and Supply Agreement, or Ferrer Agreement, between us and Ferrer (see Note 9). The timing and extent of the projected cash flows for the remaining territories for ADASUVE and worldwide territories for AZ-002 and AZ-104 were based on internal estimates for potential milestones and multiple product royalty scenarios and are also consistent in structure to the most recently negotiated collaboration agreements. |
We then assigned a probability to each of the cash flow scenarios based on several factors, including: the product candidate’s stage of development, preclinical and clinical results, technological risk related to the successful development of the different drug candidates, estimated market size, market risk and potential collaboration interest to determine a risk adjusted weighted average cash flow based on all of these scenarios. These probability and risk adjusted weighted average cash flows were then discounted utilizing our estimated weighted average cost of capital, or WACC, of 16.5%. Our WACC considered our cash position, competition, risk of substitute products, and risk associated with the financing of the development projects. |
The fair value measurement of the contingent consideration liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Level 3 measurements are valued based on unobservable inputs that are supported by little or no market activity and reflect our assumptions in measuring fair value. |
We record any changes in the fair value of the contingent consideration liability in earnings in the period of the change. Certain events including, but not limited to, the timing and terms of any collaboration agreement, clinical trial results, approval or non-approval of any future regulatory submissions and the commercial success of ADASUVE, AZ-104 or AZ-002 could have a material impact on the fair value of the contingent consideration liability, and as a result, our results of operations and financial position for the impacted period. |
During the three and six months ended June 30, 2014, we modified the assumptions associated with the amount and timing of milestones and royalties projected for ADASUVE and AZ-002, the probability that AZ-002 would be licensed or sold by us, and the effects of the passage of three and six months on the present value computation. These items resulted in a decrease to the contingent consideration liability and a corresponding non-operating gain of $7,599,000 and $6,449,000 or $0.44 and $0.37 per share, for the three and six months ended June 30, 2014, respectively. |
During the three and six months ended June 30, 2013, we modified the assumptions regarding the timing and amount of certain cash flows primarily to reflect the increased probability that we would license the U.S. commercialization rights to ADASUVE to a third party in the first quarter and the impact of the actual licensing and the terms of the Teva Agreement in the second quarter. These changes in assumptions, the change in the WACC in the second quarter of 2013 from 18.0% to 16.5%, the projected U.S. ADASUVE launch date in the first quarter of 2014 and the effects of the passage of three and six months on the present value computation resulted in an increase to the net loss of $31,500,000 and $42,400,000, or $1.92 and $2.64 per share, for the three and six months ended June 30, 2013, respectively. |
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The following table represents a reconciliation of the change in the fair value measurement of the contingent consideration liability for the three and six months ended June 30, 2014 and 2013 (in thousands): |
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| | Three Months Ended | | | Six Months Ended | |
June 30, | June 30, |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Beginning balance | | $ | 40,100 | | | $ | 9,600 | | | $ | 39,200 | | | $ | 9,600 | |
Payments made | | | (1 | ) | | | — | | | | (251 | ) | | | — | |
Adjustments to fair value measurement | | | (7,599 | ) | | | 10,900 | | | | (6,449 | ) | | | 10,900 | |
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Ending balance | | $ | 32,500 | | | $ | 20,500 | | | $ | 32,500 | | | $ | 20,500 | |
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Financing Obligations |
We estimated the fair value of our financing obligations (see Note 7) using the net present value of the payments discounted at an interest rate that is consistent with our estimated current borrowing rate for similar long-term debt. We believe the estimates used to measure the fair value of the financing obligations constitute Level 3 inputs. |
At June 30, 2014 and December 31, 2013, the estimated fair value of our financing obligations was $56,135,000 and $9,342,000, respectively and had book values of $63,393,000 and $11,524,000, respectively. Our payment commitments associated with these debt instruments may vary with changes in interest rates and are comprised of interest payments and principal payments. The fair value of our debt will fluctuate with movements of interest rates, increasing in periods of declining rates of interest, and declining in periods of increasing rates of interest. |