Fair Value Measurements
12 Months Ended
Dec. 31, 2014
Fair Value Measurements  
Fair Value Measurements

8. Fair Value Measurements

        The following tables summarize the financial assets and liabilities measured at fair value on a recurring basis in the accompanying balance sheets as of December 31, 2014 and 2013 (in thousands):

                                                                                                                                                                                    

 

 

As of December 31, 2014

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

1,519 

 

$

 

$

 

$

1,519 

 

Money market funds(1)

 

 

23,994 

 

 

 

 

 

 

23,994 

 

Domestic corporate debt securities(2)

 

 

 

 

3,005 

 

 

 

 

3,005 

 

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

25,513 

 

$

3,005 

 

$

 

$

28,518 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic corporate debt securities(2)

 

$

 

$

69,509 

 

$

 

$

69,509 

 

Domestic corporate commercial paper(2)

 

 

 

 

7,249 

 

 

 

 

7,249 

 

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

 

$

76,758 

 

$

 

$

76,758 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

                                                                                                                                                                                    

 

 

As of December 31, 2013

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

2,710 

 

$

 

$

 

$

2,710 

 

Money market funds(1)

 

 

9,593 

 

 

 

 

 

 

9,593 

 

​  

​  

​  

​  

​  

​  

​  

​  

 

 

$

12,303 

 

$

 

$

 

$

12,303 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liability(3)

 

$

 

$

 

$

1,945 

 

$

1,945 

 

Stock Liability(3)

 

 

 

 

 

 

5,328 

 

 

5,328 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

 

$

 

$

 

$

7,273 

 

$

7,273 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

Fair value is based upon quoted market prices.

(2)

Fair value is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Inputs are obtained from various sources, including market participants, dealers and brokers.

(3)

Fair value is determined using the probability-weighted expected return model ("PWERM"), as discussed below. Changes in the fair value of the Level 3 assets and liabilities are recorded as other (expense) income in the statement of operations.

        The stock liability represents the accrued balance of the research and development expense related to the stock dividends that were issuable to Nordic Bioscience Clinical Development VII A/S ("Nordic") in shares of Series A-6 (or in shares of common stock upon listing the Company's common stock on a national exchange) as of December 31, 2013, for services rendered which is being recognized ratably over the estimated per patient treatment period under the three work statements executed with Nordic (the "Nordic Work Statements") (see note 10). The fair value of the stock liability was based upon the fair value of the Series A-6 as determined using PWERM, which considered the value of the Company's various classes of preferred stock. The fair value of the Company's various classes of preferred stock was determined through an analysis of the future values for equity assuming various future outcomes. Accordingly, share value was based upon the probability weighted present value of expected future net cash flows, considering each of the possible future events, discount rate as determined using the capital asset pricing model, as well as the rights and preferences of each share class. PWERM is complex as it requires numerous assumptions relating to potential future outcomes of equity. Accordingly, the valuation of the Company's stock liability was determined using Level 3 inputs. Upon completion of the Company's initial public offering, any payments owed by the Company to Nordic in relation to the Nordic Work Statements were changed from the right to receive shares of Series A-6 to the right to receive a total cash payment from the Company of $4.3 million.

        The warrant liability as of December 31, 2013, represents the liability for the warrants issued to the placement agent in connection with the Company's Series A-1 financing, to the investors in the Series B financing in April and May 2013, and to the lenders in connection with the Company's Loan and Security Agreement executed with Oxford and General Electric Capital Corporation in May 2011. The warrant liability was calculated using the Black-Scholes option pricing method. This method of valuation includes using inputs such as the fair value of the Company's common stock or preferred stock, historical volatility, the term of the warrant and risk free interest rates. Prior to its initial public offering, the fair value of the Company's shares of common stock and preferred stock is estimated using PWERM, as described above. Accordingly, the valuation of the warrant liability at December 31, 2013, was determined using Level 3 inputs. Upon completion of the Company's initial public offering, the outstanding warrants to purchase shares of A-1 convertible preferred stock were converted into the right to purchase shares of common stock and the Company's warrant liability was reclassified to equity.

        The following table provides a roll forward of the fair value of the assets, where fair value is determined using Level 3 inputs (in thousands):

                                                                                                                                                                                    

Balance at December 31, 2013

 

$

 

Issuance of shares of Series A-6—prepayment

 

 

1,220

 

Nordic amendment

 

 

(1,220

)

​  

​  

Balance at December 31, 2014

 

$

—  

 

​  

​  

​  

​  

​  

        The following table provides a roll forward of the fair value of the liabilities, where fair value is determined using Level 3 inputs (in thousands):

                                                                                                                                                                                    

Balance at December 31, 2013

 

$

7,273

 

Issuance of shares of Series A-6

 

 

(8,889

)

Additions—accrued shares of Series A-6

 

 

2,717

 

Additions—warrants

 

 

1,511

 

Change in fair value

 

 

505

 

Warrant liability reclassified to equity

 

 

(3,117

)

​  

​  

Balance at December 31, 2014

 

$

—  

 

​  

​  

​  

​  

​  

        Additions represent the value of the asset or liability for additional accrued shares of stock that were issuable to Nordic for services rendered in connection with the Company's Phase 3 clinical trial of abaloparatide-SC (see note 10), as well as the value of any new warrants issued during the period. The issuance of shares of Series A-6 represents the release of the quarterly stock dividends of Series A-6 accrued under the Nordic Work Statements (see note 10). The Nordic amendment represents amounts that were originally payable in shares of Series A-6, but converted to the right to receive cash upon completion of the Company's initial public offering and no longer require fair value measurement at December 31, 2014 (see note 10).

        The fair value of the Company's note payable is determined using current applicable rates for similar instruments as of the balance sheet date. The carrying value of the Company's note payable approximated its fair value as of December 31, 2014, as the Company's interest rate is near current market rates. The fair value of the Company's notes payable was determined using Level 3 inputs.