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FAIR VALUE MEASUREMENTS
3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS

4. FAIR VALUE MEASUREMENTS

The Company has certain financial assets and liabilities that are recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements.

Level 1 — quoted prices for identical instruments in active markets;
Level 2 — quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
Level 3 — valuations derived from valuation techniques in which one or more significant value drivers are unobservable.

During the three months ended March 31, 2024, there were no transfers into or out of Level 3. The tables below present information about the Company’s financial assets and liabilities that are measured and carried at fair value and indicate the level within the fair value hierarchy of the valuation techniques it utilizes to determine such fair value:

 

 

 

Fair Value Measurement as of March 31, 2024

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

277,870

 

 

$

277,870

 

 

$

 

 

$

 

Commercial paper

 

 

43,354

 

 

 

 

 

 

43,354

 

 

 

 

Government and government agency bonds

 

 

780,997

 

 

 

 

 

 

780,997

 

 

 

 

Corporate bonds

 

 

118,158

 

 

 

 

 

 

118,158

 

 

 

 

Strategic investments

 

 

7,457

 

 

 

6,457

 

 

 

 

 

 

1,000

 

Certificates of deposit

 

 

54,863

 

 

 

 

 

 

54,863

 

 

 

 

Total assets

 

$

1,282,699

 

 

$

284,327

 

 

$

997,372

 

$

1,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

48,200

 

 

$

 

 

$

 

 

$

48,200

 

Total liabilities

 

$

48,200

 

 

$

 

 

$

 

$

48,200

 

 

 

 

 

Fair Value Measurement as of December 31, 2023

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

63,919

 

 

$

63,919

 

 

$

 

 

$

 

Commercial paper

 

 

113,362

 

 

 

 

 

 

113,362

 

 

 

 

Government and government agency bonds

 

 

1,001,137

 

 

 

 

 

 

1,001,137

 

 

 

 

Corporate bonds

 

 

130,380

 

 

 

 

 

 

130,380

 

 

 

 

Strategic investments

 

 

6,527

 

 

 

5,527

 

 

 

 

 

 

1,000

 

Certificates of deposit

 

 

56,621

 

 

 

 

 

 

56,621

 

 

 

 

Total assets

 

$

1,371,946

 

 

$

69,446

 

 

$

1,301,500

 

$

1,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

38,100

 

 

$

 

 

$

 

 

$

38,100

 

Total liabilities

 

$

38,100

 

 

$

 

 

$

 

$

38,100

 

 

The Company’s assets with a fair value categorized as Level 1 within the fair value hierarchy include money market funds and the Company's strategic investment in a biotechnology company listed on the Nasdaq Global Market.

 

The Company's assets with a fair value categorized as Level 2 within the fair value hierarchy consist of commercial paper, government and government agency bonds, corporate bonds and certificates of deposit. These assets have been initially valued at the transaction price and subsequently valued at the end of each reporting period utilizing third-party pricing services. The Company uses observable market inputs to determine value, which primarily consist of reportable trades.

The Company’s assets with a fair value categorized as Level 3 within the fair value hierarchy consist of a strategic investment in a private biotechnology company whose fair value measurement was based upon significant inputs not observable in the market and therefore represented a Level 3 measurement. At the end of each reporting period, the fair value of the Company's strategic investments, that are not listed securities are adjusted if the issuers were to issue similar or identical securities or when there is a triggering event for impairment. There were no valuation measurement events related to the fair value of the Company's Level 3 strategic investments during the three months ended March 31, 2024 or 2023, as no impairment indicators were identified nor were similar securities issued.

The Company’s contingent consideration liability with a fair value categorized as Level 3 within the fair value hierarchy relates to the regulatory-related contingent payments to Myonexus Therapeutics, Inc. (“Myonexus”) selling shareholders as well as to two academic institutions under separate license agreements that meet the definition of a derivative. For more information related to Myonexus, please read Note 3, License and Collaboration Agreements to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The contingent consideration liability was estimated using an income approach based on the probability-weighted expected cash flows that incorporated industry-based probability adjusted assumptions relating to the achievement of the milestone and thus the likelihood of making the payments. This fair value measurement was based upon significant inputs not observable in the market and therefore represented a Level 3 measurement. Significant changes which increase or decrease the probabilities of achieving the milestone, or shorten or lengthen the time required to achieve the milestone, would result in a corresponding increase or decrease in the fair value of the liability. At the end of each reporting period, the fair value is adjusted to reflect the most current assumptions through earnings.

The following table represents a roll-forward of the fair value of Level 3 financial liabilities for the period indicated:

 

 

As of
March 31, 2024

 

 

 

(in thousands)

 

Fair value, as of December 31, 2023

 

$

38,100

 

Change in estimated fair value

 

 

10,100

 

Fair value, as of March 31, 2024

 

$

48,200

 

For the three months ended March 31, 2024, the Company recorded an increase of $10.1 million to account for the change in fair value of the Company's existing contingent consideration liabilities. These changes, which are recorded through earnings, were a result of updates made to certain inputs and assumptions impacting the probability-weighted expected cash flows, principally the probability of success of the underlying programs and the discount rate utilized to determine the present value of future payments to be made. As of March 31, 2024, the contingent consideration was recorded as a long-term liability on the Company's unaudited condensed consolidated balance sheets. For the three months ended March 31, 2023, there were no changes to the fair value of the contingent consideration liability.

The fair value of the senior notes due on November 15, 2024 (the “2024 Notes”) and September 15, 2027 (the “2027 Notes”) is based on open market trades and is classified as Level 1 in the fair value hierarchy. The following table summarizes the carrying value and fair value of the Company's convertible notes for each of the period indicated:

 

 

As of
March 31, 2024

 

 

As of
December 31, 2023

 

 

 

(in thousands)

 

Net carrying value of the 2024 Notes

 

$

105,586

 

 

$

105,483

 

Net carrying value of the 2027 Notes

 

 

1,133,660

 

 

 

1,132,515

 

Total carrying value of debt facilities

 

$

1,239,246

 

 

$

1,237,998

 

 

 

 

 

 

 

 

Fair value of 2024 Notes

 

$

188,867

 

 

$

144,833

 

Fair value of 2027 Notes

 

 

1,334,472

 

 

 

1,172,276

 

Total fair value of debt facilities

 

$

1,523,339

 

 

$

1,317,109

 

The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, net and accounts payable approximated fair value because of the immediate or short-term maturity of these financial instruments