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3. Fair Value Measurement
12 Months Ended
Dec. 31, 2016
Fair Value Disclosures [Abstract]  
3. Fair Value Measurement

Note 3. Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy is 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 as follows:

Level 1 - Inputs are unadjusted 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 are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3- Inputs are unobservable and reflect the Company's assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available.

Summary of Assets Recorded at Fair Value

In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company's financial assets that are required to be measured at fair value as of December 31, 2016 and December 31, 2015 (in thousands):

      As of December 31, 2016
      Level 1     Level 2     Level 3     Total
Money market fund and trust cash sweep investments(1)   $   $   $   $
     Total assets   $   $   $   $
                         
      As of December 31, 2015
      Level 1     Level 2     Level 3     Total
Money market fund and trust cash sweep investments(1)   $ 4,367    $   $   $ 4,367 
     Total assets   $ 4,367    $   $   $ 4,367 

 

(1) The Company's money market and trust cash sweep investments are included in cash and cash equivalents within the Consolidated Balance Sheets.

The Company's cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices or broker or dealer quotations for similar assets. These investments are initially valued at the transaction price and subsequently valued utilizing third-party pricing providers or other market observable data. Data used in the analysis include reportable trades, broker/dealer quotes, bids and offers, benchmark yields and credit spreads. The Company validates the prices provided by its third-party pricing providers by reviewing their pricing methods, analyzing pricing inputs and confirming that the securities have traded in normally functioning markets. The Company did not adjust or override any fair value measurements provided by its pricing providers as of December 31, 2016 or December 31, 2015.

As of December 31, 2016 and December 31, 2015, the Company did not have any investments in Level 2 or Level 3 securities.

There were no transfers of assets or liabilities between Level 1 and Level 2 during the years ended December 31, 2016 and 2015.

The carrying amounts reflected in the consolidated balance sheets for certain short-term financial instruments including accounts receivable, accounts payable, accrued expenses, and other liabilities approximate fair value due to their short-term nature.

Summary of Liabilities Recorded at Carrying Value and Fair Value

The fair and carrying value of the Company's debt instruments are detailed as follows (in thousands):

      As of December 31, 2016     As of December 31, 2015
      Fair     Carrying     Fair     Carrying
      Value     Value     Value     Value
4.25% Convertible Notes   $ 32,595    $ 104,071    $ 68,637    $ 99,776 
Derivative liability     230      230      9,165      9,165 
Contingent consideration     2,403      2,403      14,055      14,055 
Treximet Secured Notes     147,551      183,353      179,518      202,050 
     Total   $ 182,779    $ 290,057    $ 271,375    $ 325,046 

 

Convertible Notes

The fair values of the convertible notes were estimated using the following significant observable inputs: (i) terms of the convertible notes; (ii) rights, preferences, privileges, and restrictions of the underlying security; (iii) time until any restriction(s) are released; (iv) fundamental financial and other characteristics of the Company; (v) trading characteristics of the underlying security (exchange, volume, price, and volatility); (vi) valuation of derivative liability; and (vii) precedent sale transactions. Significant increases (decreases) in these observable inputs in isolation would likely result in a significantly (lower) higher fair value measurement.

Derivative Liability

The fair value of the derivative liability was determined using a "with and without" scenario. Under this methodology, valuations are performed on the convertible note inclusive of all terms as well as for a convertible note that has identical terms and features but excluding the conversion option. The difference between the two valuations is equal to the fair value of the conversion option. Significant increases or decreases in these inputs would result in a significant change in the fair value of the derivative liability. Significant increases (decreases) in these observable inputs in isolation would likely result in a significantly (lower) higher fair value measurement.

Contingent Consideration

The fair value of contingent consideration is based on two components - a regulatory milestone and commercial milestone.

For the regulatory milestone, the expected regulatory earn out payment was discounted taking into account (a) the Company's cost of debt, (b) the expected timing of the payment and (c) subordinate nature of the earn out obligation.

The fair value of the commercial milestone was determined using a Monte Carlo simulation. This simulation assumed a risk-neutral framework, whereby future net revenue was simulated over the earn out period using the Geometric Brownian Motion. For each simulation path, the earn out payments were calculated based on the achievement of the revenue milestone and then were discounted to the valuation date. Significant increases or decreases in these unobservable inputs and/or the probability of achievement of these milestones would result in a significant change in the fair value of the contingent consideration.

Treximet Secured Notes

The fair value of the Company's 12% Senior Secured Notes due 2020 (Treximet Secured Notes) was estimated using a discounted cash flow model. Significant increases (decreases) in the expected future annual revenue streams and probability of achievement in isolation would likely result in a significantly (lower) higher fair value measurement.

Within the hierarchy of fair value measurements, the fair values of the convertible notes, derivative liability, Treximet Secured Notes and contingent consideration are Level 3 fair values.

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

For the Company's assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3), the following table provides a reconciliation of the beginning and ending balances for each category therein, and gains or losses recognized during the years ended December 31, 2016 and 2015 (in thousands).

      December 31,
      2016     2015
Derivative liability:            
Balance at beginning of year   $ 9,165    $ -  
     Initial measurement of derivative liability     -       28,480 
     Remeasurement adjustments - gains included in earnings     (8,935)     (19,315)
Ending balance   $ 230    $ 9,165 
             
Contingent consideration:            
Balance at beginning of year   $ 14,055    $ -  
     Initial measurement of contingent consideration     -       14,193 
     Remeasurement adjustments - gains included in earnings     (11,652)     (138)
Ending balance   $ 2,403    $ 14,055