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Fair value measurements
9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair value measurements Fair value measurements
The table below presents information about the Company’s assets and liabilities that are regularly measured and carried at fair value and indicates the level within the fair value hierarchy of the valuation techniques the Company utilized to determine fair value:
September 30, 2024December 31, 2023
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Assets:
Money market accounts$75.4 $75.4 $— $— $40.5 $40.5 $— $— 
Total$75.4 $75.4 $— $— $40.5 $40.5 $— $— 
Liabilities:
Contingent consideration$— $— $— $— $5.6 $— $— $5.6 
Warrant liability13.9 — — 13.9 — — — — 
Total$13.9 $— $— $13.9 $5.6 $— $— $5.6 
2024 Warrant liability
In connection with the Term Loan Agreement, the Company issued to the lenders warrants to purchase 1.0 million shares of the Company’s common stock at an exercise price of $9.8802 per share (the “Series I Warrants”) and warrants to purchase 1.5 million shares at an exercise price of $15.7185 per share (the “Series II Warrants” and, together with the Series I Warrants, the “Warrants”). The Warrants are currently exercisable and will expire on August 30, 2029. Because the Warrants could be cash settled based on events that are outside the control of the Company, it precludes the Warrants from applying the equity contract scope exception, and so are classified as a liability. As a result, the fair value of the Warrants will be remeasured each period with the gain or loss on the warrant liability included in “Other, net” on the Condensed Consolidated Statement of Operations. The fair value of the liability at issuance was $13.4 million and remeasured to $13.9 million and is included within “Other Liabilities” on the Condensed Consolidated Balance Sheet as of September 30, 2024, as determined using the Black-Scholes method.
The Company uses the Black-Scholes option pricing model to calculate the fair value of the Warrants at each reporting period. Assumptions used in the Black-Scholes option pricing model take into account the agreement terms as well as the quoted price of the Company’s common stock in an active market. The volatility is based on the average historical volatility of the common stock. The expected life is based on the remaining contractual term of the Warrants, and the risk free interest rate is based on the implied yield available on U.S. Treasury securities with a maturity equivalent to the Warrants’ expected life.
The table below is a reconciliation of the beginning and ending balance of the Company’s Level 3 warrant liability:
Warrant Liability
Balance at June 30, 2024$— 
Issuance of Warrants13.4 
Change in fair value0.5 
Balance at September 30, 2024$13.9 
The recurring Level 3 fair value measurement for the Company's warrant liability used the following significant unobservable inputs:
Warrant LiabilityValuation TechniqueUnobservable InputRange
2024 WarrantsBlack-Scholes MethodTerm (in years)4.9
Risk free interest rate3.5%
Volatility95%
Contingent consideration
Contingent consideration payments in an asset acquisition not required to be accounted for as derivatives are recognized when the contingency is resolved, and the consideration is paid or becomes payable. Contingent consideration liabilities associated with business combinations are measured at fair value. The liabilities represent an obligation of the Company to transfer additional assets to the selling shareholders and owners if future events occur or conditions are met. These liabilities associated with business combinations are measured at fair value at inception and at each subsequent reporting date. The changes in the fair value are primarily due to the expected amount and timing of future net sales, which are inputs that have no observable market. Any change in fair value for the contingent consideration liabilities related to the Company’s products is classified on the Company's Condensed Consolidated Statements of Operations as “Cost of MCM Product sales.”
The table below is a reconciliation of the beginning and ending balance of the Company’s Level 3 contingent consideration liability:
Contingent Consideration
Balance at December 31, 2023$5.6 
Change in fair value0.5 
Settlements(0.6)
Balance at March 31, 2024$5.5 
Change in fair value0.1 
Settlements(1.3)
Balance at June 30, 2024$4.3 
Change in fair value— 
Settlements(0.4)
Sales(1)
(3.9)
Balance at September 30, 2024$— 
(1) On July 31, 2024, the Company sold the worldwide rights to RSDL® to SERB. In connection with the RSDL® Transaction, the Company conveyed the contingent consideration liability related to RSDL® to SERB. See Note 3, “Divestitures” for more information regarding the RSDL® Transaction.
Contingent Consideration
Balance at December 31, 2022$8.0 
Change in fair value0.3 
Settlements(0.7)
Balance at March 31, 2023$7.6 
Change in fair value0.4 
Settlements(0.6)
Balance at June 30, 2023$7.4 
Change in fair value(1.1)
Settlements(0.9)
Balance at September 30, 2023$5.4 
As of September 30, 2024, there was no liability related to contingent consideration. As of December 31, 2023, the current portion of the contingent consideration liability was $2.7 million and was included in “Other current liabilities” on the Condensed Consolidated Balance Sheets. The non-current portion of the contingent consideration liability was included in “Other liabilities” on the Condensed Consolidated Balance Sheets.
Non-variable rate debt
As of September 30, 2024 and December 31, 2023, the fair value of the Company’s 3.875% Senior Unsecured Notes due 2028 (the “Senior Unsecured Notes”) was $343.1 million and $184.3 million, respectively. The fair value was determined through market sources, which are Level 2 inputs and directly observable. The carrying amounts of the Company’s other long-term variable interest rate debt arrangements approximate their fair values (see Note 9, “Debt”).