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Fair Value Measurements | 6 Months Ended
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Jun. 30, 2020
Fair Value Measurements |
Fair Value Measurements | 6. Fair Value Measurements The Company records its financial assets and liabilities at fair value. The carrying amounts of certain of the Company’s financial instruments, including cash, trade receivables, net and accounts payable, approximate their fair value due to their short maturities. Fair value is defined as the exchange price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance for fair value establishes a framework for measuring fair value and a fair value hierarchy that prioritizes the inputs used in valuation techniques. The accounting standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1 – Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs, either directly or indirectly, other than quoted prices in active markets for identical assets or liabilities, such as quoted prices in active markets 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; therefore, requiring an entity to develop its own valuation techniques and assumptions. The following tables set forth the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as follows (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Fair Value Measurements at June 30, 2020 Using
​ | ​ | Quoted Prices in | ​ | Significant Other | ​ | Significant | ​ | ​ | ​
​ | ​ | Active Markets for | ​ | Observable | ​ | Unobservable | ​ | ​ | ​
​ | ​ | Identical Assets | ​ | Inputs | ​ | Inputs | ​ | ​ | ​
​ |  | (Level 1) |  | (Level 2) |  | (Level 3) |  | Total
Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Equity securities | ​ | $ | — | ​ | $ | — | ​ | $ | 531 | ​ | $ | 531
Liabilities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Contingent consideration | ​ | $ | — | ​ | $ | — | ​ | $ | 75 | ​ | $ | 75
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Fair Value Measurements at December 31, 2019 Using
​ | ​ | Quoted Prices in | ​ | Significant Other | ​ | Significant | ​ | ​ | ​
​ | ​ | Active Markets for | ​ | Observable | ​ | Unobservable | ​ | ​ | ​
​ | ​ | Identical Assets | ​ | Inputs | ​ | Inputs | ​ | ​ | ​
​ |  | (Level 1) |  | (Level 2) |  | (Level 3) |  | Total
Assets: | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
Equity securities | ​ | $ | ​ | ​ | $ | ​ | ​ | $ | 681 | ​ | $ | 681
Liabilities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Contingent consideration | ​ | $ | — | ​ | $ | — | ​ | $ | 75 | ​ | $ | 75
​ During the three and six months ended June 30, 2020, there were no transfers between Level 1, Level 2, or Level 3 assets reported at fair value on a recurring basis. Equity Securities The following table provides a summary of changes in the estimated fair value of the Company’s Level 3 financial assets for the six months ended June 30, 2020 (in thousands): ​
​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30, 2020
Balance at December 31, 2019 | ​ | $ | 681
Change in fair value | ​ |  | (150)
Balance at June 30, 2020 | ​ | $ | 531
​ The equity securities consisted of an investment in Rezolute’s common stock and are classified as long-term assets on the condensed consolidated balance sheets as of June 30, 2020 and December 31, 2019. The equity securities are revalued each reporting period with changes in fair value recorded in the other income (expense), net line item of the condensed consolidated statements of operations and comprehensive loss. As of June 30, 2020, the Company and its valuation specialist valued the equity securities using the closing price for Rezolute’s common stock traded on the over-the-counter exchange and adjusted for an illiquidity discount. The inputs used to calculate the illiquidity discount are based on observable and unobservable estimates and judgments and therefore is classified as a Level 3 fair value measurement. As the Company has the right and option to sell up to 5,000,000 shares of Rezolute’s common stock back to Rezolute after December 31, 2019 (Note 4), the fair value of the equity securities was determined by dividing the total shares of Rezolute’s common stock held by the Company into two tranches based on the estimated time to a potential liquidity event. The estimated fair value of the equity securities was calculated based on the following assumptions as of June 30, 2020 and December 31, 2019: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | June 30, |  | ​ | December 31, |
​ | ​ | ​ | 2020 | ​ | ​ | 2019 |
Closing common stock price on the Over-the-counter (OTC) exchange | ​ | $ | 0.09 | ​ | $ | 0.12 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Tranche 1: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Discount for lack of marketability |  | ​ | 15 | % | ​ | 13 | %
Estimated time to liquidity of shares |  | ​ | 0.25 year | ​ | ​ | 0.25 year | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Tranche 2: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Discount for lack of marketability | ​ | ​ | 36 | % | ​ | 33 | %
Estimated time to liquidity of shares | ​ | ​ | 1.5 years | ​ | ​ | 1.5 years | ​
​ Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the equity securities. Contingent Consideration The estimated fair value of the contingent consideration liability at the inception of the Bioasis Royalty Purchase Agreement represents the future consideration that is contingent upon the achievement of specified development milestones for a product candidate. The fair value measurement is based on significant Level 3 inputs such as anticipated timelines and probability of achieving development milestones of each licensed product candidate. Changes in the fair value of the liability for contingent consideration will be recorded in the other income (expense), net line item of the condensed consolidated statements of operations and comprehensive loss until settlement. As of June 30, 2020, there were no changes in the estimated fair value of the contingent consideration from its initial value of $0.1 million. Debt The estimated fair value of the Company’s outstanding debt is estimated using the net present value of the payments, discounted at an interest rate that is consistent with market interest rates, which is a Level 2 input. The carrying amount and the estimated fair value of the Company’s outstanding long-term debt at June 30, 2020 and December 31, 2019, are as follows (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2020 | ​ | December 31, 2019
​ |  | Carrying Amount |  | Fair Value |  | Carrying Amount |  | Fair Value
Novartis note | ​ | $ | 16,220 | ​ | $ | 16,139 | ​ | $ | 15,903 | ​ | $ | 15,713
SVB Loans | ​ | ​ | 14,873 | ​ | ​ | 14,428 | ​ | ​ | 16,374 | ​ | ​ | 16,048
Total | ​ | $ | 31,093 | ​ | $ | 30,567 | ​ | $ | 32,277 | ​ | $ | 31,761
​

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- 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 http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258 + Details
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