XML 27 R16.htm IDEA: XBRL DOCUMENT v3.21.2
Assets and Liabilities Measured at Fair Value
 9 Months Ended
Sep. 30, 2021
Fair Value Disclosures [Abstract]  
Assets and Liabilities Measured at Fair Value Assets and Liabilities Measured at Fair Value
The Company's financial assets and liabilities are measured at fair value and classified within the fair value hierarchy, which is defined as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly.
Level 3 — Inputs that are unobservable for the asset or liability.
A summary of the fair value of the Company's recurring assets and liabilities aggregated by the level in the fair value hierarchy within which those measurements fall as of September 30, 2021 are identified in the following tables:
(in thousands) Level 2Total
Assets:  
Commercial paper$127,957 $127,957 
Asset-backed securities20,549 20,549 
Corporate debt securities12,141 12,141 
U.S. government agency bonds10,009 10,009 
Money market funds4,764 4,764 
 $175,420 $175,420 
(in thousands) Level 2Level 3Total
Liabilities:   
Contingent consideration payable$— $24,605 $24,605 
Deferred compensation plan liability4,388 — 4,388 
 $4,388 $24,605 $28,993 
A summary of the fair value of the Company's recurring assets and liabilities aggregated by the level in the fair value hierarchy within which those measurements fall as of December 31, 2020 are identified in the following tables:
(in thousands)Level 2Total
Assets:
Commercial paper$217,095 $217,095 
Asset-backed securities9,438 9,438 
Corporate debt securities39,513 39,513 
U.S. government agency bonds53,582 53,582 
Money market funds4,427 4,427 
 $324,055 $324,055 
(in thousands)Level 2Level 3Total
Liabilities:   
Contingent consideration payable$— $25,825 $25,825 
Deferred compensation plan liability4,078 — 4,078 
 $4,078 $25,825 $29,903 
Previously, the Company's Convertible Notes fell into the Level 2 category within the fair value level hierarchy. The fair value was determined using broker quotes in a non-active market for valuation. As noted in ''— Note 5. Debt," the Convertible Notes were fully settled during the third quarter of 2021.
The Company's Senior Secured Term Loan due 2026 falls into the Level 2 category within the fair value level hierarchy and the fair value was determined using quoted prices for similar liabilities in active markets, as well as inputs that are observable for the liability (other than quoted prices), such as interest rates that are observable at commonly quoted intervals. The carrying value of the Senior Secured Term Loan due 2026 approximates the fair value.
The Company did not have any Level 3 assets as of September 30, 2021 or December 31, 2020.
 Cash, Money Market Funds, and Marketable Securities
The Company classifies its cash within the fair value hierarchy as Level 1 as these assets are valued using quoted prices in an active market for identical assets at the measurement date. The Company considers its investments in marketable securities as available-for-sale and classifies these assets and the money market funds within the fair value hierarchy as Level 2 primarily utilizing broker quotes in a non-active market for valuation of these securities.
Contingent Consideration Payable
The contingent consideration payable resulted from the acquisition of Callidus Biopharma, Inc. ("Callidus") in November 2013. The most recent valuation was determined using a probability weighted discounted cash flow valuation approach. Gains and losses are included in the Consolidated Statements of Operations.
The contingent consideration payable for Callidus has been classified as a Level 3 recurring liability as its valuation requires substantial judgment and estimation of factors that are not currently observable in the market. If different assumptions were used for the various inputs to the valuation approach, the estimated fair value could be significantly higher or lower than the fair value the Company determined.
The following significant unobservable inputs were used in the valuation of the contingent consideration payable of Callidus for the ATB-200 Pompe disease program:
Contingent Consideration
Liability
Fair Value as of September 30, 2021Valuation TechniqueUnobservable InputRange
(in thousands)
     
  Discount rate7.5%
  
Clinical and regulatory milestones$23,175 Probability weighted discounted cash flowProbability of achievement of milestones
75% - 88%
  
  Projected year of payments
2021 - 2022
Contingent consideration liabilities are remeasured to fair value each reporting period using discount rates, probabilities of payment, and projected payment dates. Projected contingent payment amounts related to clinical and regulatory based milestones are discounted back to the current period using a discounted cash flow model. Increases in discount rates and the time to payment may result in lower fair value measurements. Increases or decreases in any of those inputs together, or in isolation, may result in a significantly lower or higher fair value measurement. There is no assurance that any of the conditions for the milestone payments will be met.
The Company reached a regulatory milestone in September 2021, associated with the acceptance of the BLA submission for review by the FDA related to the contingent consideration of Callidus for the ATB-200 Pompe disease program. As of September 30, 2021, the milestone payment of $6.0 million, which is payable in cash, resulted in a decrease in the current portion of the contingent consideration liability and a corresponding increase in accounts payable on the Consolidated Balance Sheets.
The following table shows the change in the balance of contingent consideration payable for the three and nine months ended September 30, 2021 and 2020, respectively:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2021202020212020
Balance, beginning of the period$27,317 $24,327 $25,825 $22,681 
Changes in fair value during the period, included in the Consolidated Statements of Operations3,288 1,034 4,780 2,680 
Milestone payment payable in cash$(6,000)$— $(6,000)$— 
Balance, end of the period (1)
$24,605 $25,361 $24,605 $25,361 
______________________________
(1) As of September 30, 2021, based on certain milestones that are expected to be reached within the next twelve months, $17.0 million was recorded as a current liability in the Consolidated Balance Sheets