XML 25 R13.htm IDEA: XBRL DOCUMENT
v3.22.4

Fair Value of Financial Instruments | 12 Months Ended
--- | ---
Dec. 31, 2022
Fair Value Disclosures [Abstract] |
Fair Value of Financial Instruments | Note 3. Fair Value of Financial Instruments The following is a summary of our marketable security portfolio for the periods presented (in thousands):
| Amortized Cost |  |  |  | Net Unrealized Losses |  | Estimated Fair Value
December 31, 2022 |  |  |  |  |  |  |
Debt securities (government) | $ | 292,580 |  |  |  | $ | (5,037) |  |  | $ | 287,543
December 31, 2021 |  |  |  |  |  |  |
Debt securities (government) | $ | 291,871 |  |  |  | $ | (1,119) |  | $ | 290,752
Our available-for-sale debt securities generally have contractual maturity dates of between 12 to 18 months. Debt security assets were assessed for risk of expected credit losses per our accounting policy as described in Note 1. As of December 31, 2022 and 2021, the available-for-sale debt securities were held in U.S.-government backed securities and in Treasury bonds and were assessed on an individual security basis to have a de minimis risk of credit loss. Fair Value Measurements FASB accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (“the exit price”) in an orderly transaction between market participants at the measurement date. The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. In determining fair value, we use quoted prices and observable inputs. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of us. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2—Valuations based on observable inputs and quoted prices in active markets for similar assets and liabilities. Level 3—Valuations based on inputs that are unobservable and models that are significant to the overall fair value measurement. Recurring Fair Value Measurements Our marketable securities consist of investments in U.S. government debt securities that are classified as available-for-sale. At December 31, 2022 and 2021, our Level 2 U.S. government debt securities were valued using readily available pricing sources which utilize market observable inputs, including the current interest rate and other characteristics for similar types of investments. Our long term investments classified as Level 1 were valued using their respective closing stock prices on The Nasdaq Stock Market. We did not experience any transfers of financial instruments between the fair value hierarchy levels during the years ended December 31, 2022 and 2021. The following fair value hierarchy table presents information about each major category of our financial assets measured at fair value on a recurring basis (in thousands):
| Fair Value Measurement at Reporting Date Using: |  |
| Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3) |  | Balance as of December 31, 2022
Cash and cash equivalents | $ | 2,951,422 |  | $ | — |  | $ | — |  | $ | 2,951,422
Debt securities (government) | — |  | 287,543 |  | — |  | 287,543
Long term investments (Note 7) | 133,676 |  | — |  | — |  | 133,676
Total assets | $ | 3,085,098 |  | $ | 287,543 |  | $ | — |  | $ | 3,372,641
| Fair Value Measurement at Reporting Date Using: |  |
| Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3) |  | Balance as of December 31, 2021
Cash and cash equivalents | $ | 2,057,440 |  | $ | — |  | $ | — |  | $ | 2,057,440
Debt securities (government) | — |  | 290,752 |  | — |  | 290,752
Long term investments (Note 7) | 221,266 |  | — |  | — |  | 221,266
Total assets | $ | 2,278,706 |  | $ | 290,752 |  | $ | — |  | $ | 2,569,458
The following fair value hierarchy table presents information about each major category of our financial liabilities measured at fair value on a recurring basis (in thousands):
| Fair Value Measurement at Reporting Date Using: |  |
| Quoted Prices in Active Markets for Identical Liabilities (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3) |  | Balance as of December 31, 2022
Acquisition-related contingent consideration | $ | — |  |  | $ | — |  |  | $ | 221,000 |  |  | $ | 221,000 |
Total liabilities | $ | — |  |  | $ | — |  |  | $ | 221,000 |  |  | $ | 221,000 |
| Fair Value Measurement at Reporting Date Using: |  |
| Quoted Prices in Active Markets for Identical Liabilities (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3) |  | Balance as of December 31, 2021
Acquisition-related contingent consideration | $ | — |  | $ | — |  | $ | 244,000 |  | $ | 244,000
Total liabilities | $ | — |  | $ | — |  | $ | 244,000 |  | $ | 244,000
The following is a roll forward of our Level 3 liabilities (in thousands):
| 2022 |  | 2021
Balance at January 1, | $ | 244,000 |  | $ | 266,000
Contingent consideration earned during the period but not yet paid | (9,286) |  |  | (19,583) |
Payments made during the period | (25,863) |  |  | (17,158) |
Change in fair value of contingent consideration | 12,149 |  | 14,741
Balance at December 31, | $ | 221,000 |  | $ | 244,000
The initial fair value of the contingent consideration was determined on the date of acquisition, June 1, 2016, using an income approach based on projected future net revenues of ICLUSIG in the European Union and other countries for the approved third line treatment over 18 years, and discounted to present value at a rate of 10%. The fair value of the contingent consideration is remeasured each reporting period, with changes in fair value recorded in the consolidated statements of operations. The valuation inputs utilized to estimate the fair value of the contingent consideration as of December 31, 2022 and 2021 included a discount rate of 10% and updated projections of future net revenues of ICLUSIG in the European Union and other countries for the approved third line treatment. The losses on change in fair value of the contingent consideration during the years ended December 31, 2022 and 2021, were due primarily to the impact of updated projections of future net revenues of ICLUSIG in the European Union and the passage of time. We generally make payments to Takeda quarterly based on the royalties earned in the previous quarter. As of December 31, 2022 and 2021, contingent consideration earned but not yet paid was $9.3 million and $19.6 million, respectively, and was included in accrued and other current liabilities. Non-Recurring Fair Value MeasurementsDuring the years ended December 31, 2022 and 2021, there were no measurements required for any assets or liabilities at fair value on a non-recurring basis.

X
- References No definition available. + Details
Name: | us-gaap_FairValueDisclosuresAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258 + Details
Name: | us-gaap_FairValueDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration