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Fair Value Measurements | 12 Months Ended
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Dec. 31, 2012
Fair Value Disclosures [Abstract] |
Fair Value Measurements | Fair Value Measurements The guidance regarding fair value measurements establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The Company did not have any transfer of assets and liabilities between Level 1, Level 2 and Level 3 of the fair value hierarchy during the years ended December 31, 2012 and 2011. The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2012:
| Fair Value Measurements at
| December 31, 2012
| Total |  | Using Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Using Significant Other Unobservable Inputs (Level 2) |  | Using Significant Unobservable Inputs (Level 3)
Assets: |  |  |  |  |  |  |
Money market funds | $ | 1,686,406 |  |  | $ | 1,686,406 |  |  |  |  |  | $ | — |
Mutual funds | 7,583,931 |  |  | — |  |  | 7,583,931 |  |  | — |
Certificates of deposit | 250,000 |  |  | — |  |  | 250,000 |  |  | — |
Municipal bonds | 200,070 |  |  | — |  |  | 200,070 |  |  | — |
Investment in affiliated entity | 10,703,332 |  |  | 10,703,332 |  |  | — |  |  | — |
Common stock warrants | 267,200 |  |  | — |  |  | — |  |  | 267,200 |
Total Assets | $ | 20,690,939 |  |  | $ | 12,389,738 |  |  | $ | 8,034,001 |  |  | $ | 267,200 |
Liabilities: |  |  |  |  |  |  |
Common stock warrants | $ | 2,859,899 |  |  | $ | — |  |  | $ | — |  |  | $ | 2,859,899 |
Total Liabilities | $ | 2,859,899 |  |  | $ | — |  |  | $ | — |  |  | $ | 2,859,899 |
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2011:
| Fair Value Measurements at
| December 31, 2011
| Total |  | Using Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Using Significant Other Unobservable Inputs (Level 2) |  | Using Significant Unobservable Inputs (Level 3)
Assets: |  |  |  |  |  |  |
Money market funds | $ | 16,330,885 |  |  | $ | 16,330,885 |  |  | $ | — |  |  | $ | — |
Mutual funds | 6,037,115 |  |  | — |  |  | 6,037,115 |  |  | — |
Certificates of deposit | 5,768,304 |  |  | — |  |  | 5,768,304 |  |  | — |
Municipal bonds | 1,058,001 |  |  | — |  |  | 1,058,001 |  |  | — |
Investment in affiliated entity | 9,071,513 |  |  | 9,071,513 |  |  | — |  |  | — |
Common stock warrants | 100,000 |  |  | — |  |  | — |  |  | 100,000 |
Total Assets | $ | 38,365,818 |  |  | $ | 25,402,398 |  |  | $ | 12,863,420 |  |  | $ | 100,000 |
Liabilities: |  |  |  |  |  |  |
Common stock warrants | $ | 5,176,319 |  |  | $ | — |  |  | $ | — |  |  | $ | 5,176,319 |
Total Liabilities | $ | 5,176,319 |  |  | $ | — |  |  | $ | — |  |  | $ | 5,176,319 |
Level 1 assets include money market funds held by the Company that are valued at quoted market prices, as well as the Company’s investment in VGX Int’l, for which the fair value is based on the market value of 8,220,775 common shares on December 31, 2012 and 2011, listed on the Korean Stock Exchange. The Company accounts for its investment at fair value on a recurring basis. Level 2 assets at December 31, 2012 include mutual funds, certificates of deposit and municipal bonds held by the Company that are initially valued at the transaction price and subsequently valued, at the end of each reporting period, typically utilizing market observable data. We obtain the fair value of our Level 2 assets from a professional pricing service, which may use quoted market prices for identical or comparable instruments, or inputs other than quoted prices that are observable either directly or indirectly. Our professional pricing service gathers quoted market prices and observable inputs for all of mutual funds, certificates of deposit and municipal bonds from a variety of industry data providers. The valuation techniques used to measure the fair value of our Level 2 financial instruments were derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models such as discounted cash flow techniques. We validate the quoted market prices provided by our primary pricing service by comparing their assessment of the fair values of our investment portfolio balance against the fair values of our investment portfolio balance obtained from an independent source, which may include our investment managers. Level 3 assets at December 31, 2012 include two warrants received by the Company to purchase shares of common stock of OncoSec Medical Incorporated (“OncoSec”), in connection with the first and second amendments to the Asset Purchase Agreement between the Company and OncoSec signed in September 2011 and March 2012, respectively. The first warrant to purchase 1,000,000 shares of common stock of OncoSec has a contractual life of five years with an exercise price of $1.20 per share. The second warrant to purchase 3,000,000 shares of common stock of OncoSec has a contractual life of five years with an exercise price of $1.00 per share. As of December 31, 2012 the Company recorded a long-term asset of approximately $267,000 associated with the warrants received to purchase common stock of OncoSec. The Company valued the warrants received in March 2012 as of the issuance date using the Black Scholes pricing model and recorded a $501,000 gain on sale of assets within the consolidated statement of operations. Inputs used in the pricing model include estimates of OncoSec stock price volatility, expected warrant life and risk-free interest rate. The Company develops its estimates based on publicly available historical data and knowledge of OncoSec. The Company reassesses the fair value of the warrants at each reporting date. The assumptions used to estimate the fair values of the OncoSec common stock warrants at December 31, 2012 are presented below:
Risk-free interest rate | 0.36%
Expected volatility | 85%
Expected life in years | 3.75-4.25
Dividend yield | —
As a result of these calculations, the Company recorded a decrease in fair value of the two warrants of $334,000 and $137,000 for the years ended December 31, 2012 and 2011, respectively. The change in fair value is reflected in the Company's consolidated statement of operations as a component of change in fair value of common stock warrants. The following table presents a summary of changes in fair value of the Company’s total Level 3 financial assets for the years ended December 31, 2012 and 2011:
| Year Ended |  | Year Ended
| December 31, 2012 |  | December 31, 2011
Balance at beginning of year | $ | 100,000 |  |  | $ | — |
Common stock warrant recorded at fair value upon acquisition | 501,000 |  |  | 237,000 |
Decrease in fair value included in change in fair value of common stock warrants | (333,800 | ) |  | (137,000 | )
Balance at end of year | $ | 267,200 |  |  | $ | 100,000 |
Level 3 liabilities held as of December 31, 2012 and 2011 consist of common stock warrant liabilities associated with warrants to purchase the Company's common stock issued in July 2009, January 2011 and December 2011. If unexercised, the warrants will expire at various dates between July 2014 and December 2016. As of December 31, 2012 the Company recorded a $2.9 million common stock warrant liability. The Company reassesses the fair value of the common stock warrants at each reporting date utilizing a Black-Scholes pricing model. Inputs used in the pricing model include estimates of stock price volatility, expected warrant life and risk-free interest rate. The Company develops its estimates based on historical data. The range of assumptions used to estimate the fair values of common stock warrants at December 31, 2012 are presented below:
Risk-free interest rate | 0.18%-0.36%
Expected volatility | 61%-116%
Expected life in years | 1.5-3.93
Dividend yield | —
Changes in these assumptions as well as in the Company's stock price on the reporting date can have a significant impact on the fair value of the common stock warrant liability. As a result of these calculations, the Company recorded a decrease in fair value of $2.3 million, $8.8 million and $2.4 million for the years ended December 31, 2012, 2011 and 2010, respectively. The change in fair value is reflected in the Company's consolidated statement of operations as a component of change in fair value of common stock warrants. The following table presents the changes in fair value of the Company’s total Level 3 financial liabilities for the years ended December 31, 2012 and 2011:
| Year Ended |  | Year Ended |  | Year Ended
| December 31, 2012 |  | December 31, 2011 |  | December 31, 2010
Balance at beginning of year | $ | 5,176,319 |  |  | $ | 370,926 |  |  | $ | 2,774,850 |
Record fair value of warrants issued in January 2011 financing | — |  |  | 11,727,372 |  |  | — |
Record fair value of warrants issued in December 2011 financing | — |  |  | 1,905,679 |  |  | — |
Decrease in fair value included in change in fair value of common stock warrants | (2,316,420 | ) |  | (8,827,658 | ) |  | (2,403,924 | )
Balance at end of year | $ | 2,859,899 |  |  | $ | 5,176,319 |  |  | $ | 370,926 |

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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/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 16 -URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13504-108611 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 107 -Paragraph 15C, 15D -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. 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