Fair Value Accounting | 4. 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: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • 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. • 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. The following table represents the fair value hierarchy for our financial assets (cash equivalents, marketable securities and restricted cash) by major security type and contingent consideration liability measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 Level 1 Level 2 Level 3 Total Assets Money market funds $ 10,856 $ — $ — $ 10,856 Total assets $ 10,856 $ — $ — $ 10,856 Liabilities Contingent consideration liability $ — $ — $ 11,700 $ 11,700 Total liabilities $ — $ — $ 11,700 $ 11,700 December 31, 2014 Level 1 Level 2 Level 3 Total Assets Money market funds $ 12,674 $ — $ — $ 12,674 Corporate debt securities — 24,617 — 24,617 Total assets $ 12,674 $ 24,617 $ — $ 37,291 Liabilities Contingent consideration liability $ — $ — $ 30,800 $ 30,800 Total liabilities $ — $ — $ 30,800 $ 30,800 Cash equivalents and marketable securities The amortized cost, fair value and unrealized gain/(loss) for our financial assets by major security type as of September 30, 2015 and December 31, 2014 are as follows (in thousands): September 30, 2015 Amortized Fair Value Unrealized Money market funds $ 10,856 $ 10,856 $ — Less amounts classified as cash equivalents (10,856 ) (10,856 ) — Total marketable securities $ — $ — $ — December 31, 2014 Amortized Fair Value Unrealized Money market funds $ 12,674 $ 12,674 $ — Corporate debt securities 24,620 24,617 (3 ) Total 37,294 37,291 (3 ) Less amounts classified as restricted cash (2,757 ) (2,757 ) — Less amounts classified as cash equivalents (14,960 ) (14,960 ) — Total marketable securities $ 19,577 $ 19,574 $ (3 ) We had no sales of marketable securities during the three or nine months ended September 30, 2015 or 2014. 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 Staccato 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 10) 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 10). 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. For the three months ended March 31, 2014, 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%. Beginning in the fourth quarter of 2014, we adjusted our WACC to 20%. 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 projected 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 nine months ended September 30, 2015, we updated the discounted cash flow model to reflect adjusted ADASUVE sales projections, the impact of the June 2015 amendment to the Ferrer Agreement, heavier weighting to lower sales scenarios, the projected timing of the receipt of certain milestone payments, and the effects of the passage of nine months on the present value computation. As part of this process, we received updated projections from our collaborators in late March 2015 that indicated sales of ADASUVE would be lower in 2015 and 2016 than had been anticipated in the various projections and scenarios used to estimate the contingent consideration liability in previous periods. As a result of these lower projected sales and the decision to suspend our commercial production operations, we reevaluated the rate at which we believe sales will increase, the amount of peak sales, the period of time it will take to reach peak sales, the number of years at which peak sales would be achieved, and the related impact on the amount and timing of related royalties and milestones to be received. This evaluation resulted in a decrease to projected sales and the related milestones and royalties under the high, medium, and low sales scenarios, a heavier weighting to the lower sales scenario, and the removal of certain milestone payments. During the three and nine months ended September 30, 2015, we updated the discounted cash flow model to reflect heavier weighting to lower sales scenarios, the passage of time, and the timing of certain milestones. These items resulted in a decrease to the contingent consideration liability and a corresponding non-operating, non-cash gain of $4,200,000 and $18,232,000 or $0.21 and $0.92 per share, for the three and nine months ended September 30, 2015, respectively. During the nine months ended September 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 nine months on the present value computation. These items resulted in a decrease to the contingent consideration liability and a corresponding non-operating gain of $5,349,000, or $0.31 per share, for the nine months ended September 30, 2014. During the three months ended September 30, 2014 we increased the contingent liability and recognized a non-operating loss of $1,100,000, or $0.06 per share, primarily to reflect the impact of the passage of one quarter of time on the discounted cash flow model. The following table represents a reconciliation of the change in the fair value measurement of the contingent consideration liability for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Beginning balance $ 15,900 $ 32,500 $ 30,800 $ 39,200 Payments made — — (868 ) (251 ) Adjustments to fair value measurement (4,200 ) 1,100 (18,232 ) (5,349 ) Ending balance $ 11,700 $ 33,600 $ 11,700 $ 33,600 Financing Obligations We estimated the fair value of our financing obligations (see Note 8) 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 September 30, 2015 and December 31, 2014, the estimated fair value of our financing obligations was $50,378,000 and $52,075,000, respectively and had book values of $67,688,000 and $63,767,000, 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. |