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Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Schedule of assets recognized or disclosed at fair value on recurring basis The following tables summarize assets and liabilities recognized or disclosed at fair value on a recurring basis at December 31, 2021 and 2020:
December 31, 2021
(In thousands)
Level 1
Level 2
Level 3
Total
Assets:
Cash equivalents:
Money market funds$29,991 $— $— $29,991 
Commercial paper— 35,337 — 35,337 
Certificates of deposit— 3,000 — 3,000 
Marketable securities:
Commercial paper— 141,718 — 141,718 
Certificates of deposit— 32,253 — 32,253 
U.S. Government-sponsored enterprises debt securities— 6,200 — 6,200 
Corporate debt securities— 20,364 — 20,364 
Total assets$29,991 $238,872 $— $268,863 
Liabilities:
Contingent consideration— — $35,285 $35,285 
Total liabilities$— $— $35,285 $35,285 

December 31, 2020
(In thousands)
Level 1
Level 2
Level 3
Total
Assets:
Cash equivalents:
Money market funds$80,986 $— $— $80,986 
Commercial paper— 61,043 — 61,043 
Certificates of deposit— 1,000 — 1,000 
Marketable securities:
U.S. Treasuries— 43,050 — 43,050 
Commercial paper— 210,986 — 210,986 
Certificates of deposit— 44,480 — 44,480 
U.S. Government-sponsored enterprises debt securities— 6,217 — 6,217 
Corporate debt securities— 33,460 — 33,460 
Total assets$80,986 $400,236 $— $481,222 
Liabilities:
Contingent consideration— — $42,400 $42,400 
Total liabilities$— $— $42,400 $42,400 
Level 1 and Level 2 Valuation Inputs
Level 1 and Level 2 financial instruments are comprised of investments in money market funds and fixed-income securities. We estimate the fair value of our Level 2 financial instruments by taking into consideration valuations obtained from third-party pricing services. The third-party pricing services utilize industry standard valuation models, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities; issuer credit spreads; benchmark securities; and other observable inputs.
Level 3 Valuation Inputs
Contingent Consideration
Our financial liabilities valued based upon Level 3 inputs are comprised of the contingent consideration arrangement related to the business acquisition of Brabant in October 2014 which included the intellectual property rights for our product, Fintepla (fenfluramine). Under the arrangement, we may be required to pay future consideration that is contingent upon the achievement of specified development, regulatory approval and sales-based milestone events for Fintepla. Prior to regulatory approval, we estimate the fair value of contingent consideration liabilities using a probability-weighted discounted cash flow analysis, which reflects the probability and timing of future payments and a risk-adjusted discount rate. This fair value measurement is based on Level 3 inputs such as the probability and anticipated timelines of achieving milestones related to development, regulatory approvals and product sales goals. The resulting probability-weighted cash flows are discounted at risk-adjusted rates. Following the achievements of regulatory approval milestones and upon commencement of product sales, the fair value measurement is based on projected product sales (based on internal operational budgets and long-range strategic plans), discount rates and projected payment dates.
Schedule of liabilities recognized or disclosed at fair value on recurring basis The following tables summarize assets and liabilities recognized or disclosed at fair value on a recurring basis at December 31, 2021 and 2020:
December 31, 2021
(In thousands)
Level 1
Level 2
Level 3
Total
Assets:
Cash equivalents:
Money market funds$29,991 $— $— $29,991 
Commercial paper— 35,337 — 35,337 
Certificates of deposit— 3,000 — 3,000 
Marketable securities:
Commercial paper— 141,718 — 141,718 
Certificates of deposit— 32,253 — 32,253 
U.S. Government-sponsored enterprises debt securities— 6,200 — 6,200 
Corporate debt securities— 20,364 — 20,364 
Total assets$29,991 $238,872 $— $268,863 
Liabilities:
Contingent consideration— — $35,285 $35,285 
Total liabilities$— $— $35,285 $35,285 

December 31, 2020
(In thousands)
Level 1
Level 2
Level 3
Total
Assets:
Cash equivalents:
Money market funds$80,986 $— $— $80,986 
Commercial paper— 61,043 — 61,043 
Certificates of deposit— 1,000 — 1,000 
Marketable securities:
U.S. Treasuries— 43,050 — 43,050 
Commercial paper— 210,986 — 210,986 
Certificates of deposit— 44,480 — 44,480 
U.S. Government-sponsored enterprises debt securities— 6,217 — 6,217 
Corporate debt securities— 33,460 — 33,460 
Total assets$80,986 $400,236 $— $481,222 
Liabilities:
Contingent consideration— — $42,400 $42,400 
Total liabilities$— $— $42,400 $42,400 
Level 1 and Level 2 Valuation Inputs
Level 1 and Level 2 financial instruments are comprised of investments in money market funds and fixed-income securities. We estimate the fair value of our Level 2 financial instruments by taking into consideration valuations obtained from third-party pricing services. The third-party pricing services utilize industry standard valuation models, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities; issuer credit spreads; benchmark securities; and other observable inputs.
Level 3 Valuation Inputs
Contingent Consideration
Our financial liabilities valued based upon Level 3 inputs are comprised of the contingent consideration arrangement related to the business acquisition of Brabant in October 2014 which included the intellectual property rights for our product, Fintepla (fenfluramine). Under the arrangement, we may be required to pay future consideration that is contingent upon the achievement of specified development, regulatory approval and sales-based milestone events for Fintepla. Prior to regulatory approval, we estimate the fair value of contingent consideration liabilities using a probability-weighted discounted cash flow analysis, which reflects the probability and timing of future payments and a risk-adjusted discount rate. This fair value measurement is based on Level 3 inputs such as the probability and anticipated timelines of achieving milestones related to development, regulatory approvals and product sales goals. The resulting probability-weighted cash flows are discounted at risk-adjusted rates. Following the achievements of regulatory approval milestones and upon commencement of product sales, the fair value measurement is based on projected product sales (based on internal operational budgets and long-range strategic plans), discount rates and projected payment dates.
Reconciliation of Liabilities Measured at Fair Value Using Significant Observable Inputs (Level 3)
The following table provides a reconciliation of contingent consideration liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) for the years ended December 31, 2021 and 2020:
(In thousands)Contingent Consideration
Balance at December 31, 201963,800 
Settlements(1)
(30,000)
Changes in fair value8,600 
Balance at December 31, 202042,400 
Settlements(1)
(9,000)
Changes in fair value1,885 
Balance at December 31, 2021$35,285 
————————————
(1)As of December 31, 2021 and 2020, outstanding obligations related to achieved milestones of $4.5 million and $15.0 million, respectively, were no longer contingent. As a result, the amounts have been reclassified from contingent consideration to accounts payable at December 31, 2021 and accrued and other current liabilities at December 31 2020 on the consolidated balance sheets.
Reconciliation of Assets Measured at Fair Value Using Significant Observable Inputs (Level 3)
The following table provides a reconciliation of contingent consideration liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) for the years ended December 31, 2021 and 2020:
(In thousands)Contingent Consideration
Balance at December 31, 201963,800 
Settlements(1)
(30,000)
Changes in fair value8,600 
Balance at December 31, 202042,400 
Settlements(1)
(9,000)
Changes in fair value1,885 
Balance at December 31, 2021$35,285 
————————————
(1)As of December 31, 2021 and 2020, outstanding obligations related to achieved milestones of $4.5 million and $15.0 million, respectively, were no longer contingent. As a result, the amounts have been reclassified from contingent consideration to accounts payable at December 31, 2021 and accrued and other current liabilities at December 31 2020 on the consolidated balance sheets.
Significant Unobservable Inputs Used The following table summarizes the unobservable inputs used in the fair value measurement of our contingent consideration liability as of December 31, 2021.
Fair Value as of
December 31, 2021
(in thousands)
Valuation TechniqueUnobservable InputRange
Weighted
Average(1)
Discount rate
0.0% — 2.0%
1.0%
$35,285Discounted cash flowProbability of payment100%100%
Projected year of payment2022 — 20232022
————————————
(1)Unobservable inputs were weighted by the relative fair value of each sales-based milestone payment.