Note 2 - Fair Value Measurement

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

Fair Value Disclosures [Text Block]

2. Fair value measurement

In accordance with FASB ASC Topic 820,  the Company measures its financial instruments at fair value on a recurring basis. The carrying values of certain of our financial instruments including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of their short maturities. The carrying value of our marketable debt securities, which are accounted for as available-for-sale, are classified within either Level 1 or Level 2 in the fair value hierarchy because we use quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. The carrying values of our long-term debt, which is classified within Level 2 in the fair value hierarchy, approximates fair value as our borrowings with lenders are at interest rates that approximate market rates for comparable loans. The fair values of investments and contingent consideration classified as Level 3 were derived from management assumptions (see Note 1 – “Organization and Significant Accounting Policies.”). The Company also measures certain assets and liabilities at fair value on a non-recurring basis when applying acquisition accounting. ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier value fair hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 – Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices included in Level 1 for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3 – Unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

The fair value of the CBS Contingent Consideration Liability was initially valued based on unobservable inputs using a Monte Carlo simulation. These inputs included the estimated amount and timing of projected future revenue, a discount rate of 26.0%, a risk-free rate of approximately 1.74% and revenue volatility of 70%. Significant changes in any of those inputs in isolation would result in a significant change in the fair value measurement of the liability. Generally, changes used in the assumptions for projected future revenue and revenue volatility would be accompanied by a directionally similar change in the fair value measurement. Conversely, changes in the discount rate would be accompanied by a directionally opposite change in the related fair value measurement. However, due to the contingent consideration having a maximum payout amount, changes in these assumptions would not affect the fair value of the contingent consideration if they increase (decrease) beyond certain amounts. Subsequent to the acquisition date, at each reporting period, the Contingent Consideration Liability is re-measured to fair value with changes recorded in the Change in Fair Value of Contingent Consideration in the Unaudited Condensed Consolidated Statements of Operations. During the most recent re-measurement of the Contingent Consideration Liability as of December 31, 2021, the Company used a discount rate of 21.0%, a risk-free rate of 0.23% and revenue volatility of 63%. This Contingent Consideration Liability is included in the Unaudited Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 in the amount of $140,000.

The fair value of the SciSafe Contingent Consideration Liability was initially valued based on unobservable inputs using a Monte Carlo simulation. These inputs included the estimated amount and timing of projected future revenue, a discount rate of 4.5%, a risk-free rate of approximately 0.20%, asset volatility of 60%, and revenue volatility of 15%. Significant changes in any of those inputs in isolation would result in a significant change in the fair value measurement of the liability. Generally, changes used in the assumptions for projected future revenue and revenue volatility would be accompanied by a directionally similar change in the fair value measurement. Conversely, changes in the discount rate would be accompanied by a directionally opposite change in the related fair value measurement. However, due to the contingent consideration having a maximum payout amount, changes in these assumptions would not affect the fair value of the contingent consideration if they increase (decrease) beyond certain amounts. At the acquisition date, the contingent consideration was determined to have a fair value of $3.7 million. Subsequent to the acquisition date, the Contingent Consideration Liability was re-measured to fair value with changes recorded in the Change in Fair Value of Contingent Consideration in the Unaudited Condensed Consolidated Statements of Operations. During the most recent re-measurement of the Contingent Consideration Liability as of September 30, 2022, the Company used a discount rate of 12.5%, a risk-free rate of approximately 4.1%, asset volatility of 66%, and revenue volatility of 30%. This Contingent Consideration Liability is included in the Unaudited Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 in the amounts of $5.7 million and $9.9 million, respectively. The changes in fair value of contingent consideration associated with this liability are included within the Change in Fair Value of Contingent Consideration in the Unaudited Condensed Consolidated Statements of Operations. These changes were $2.3 million of expense and $3.3 million of benefit for the three and nine months ended September 30, 2022, respectively, and $141,000 of benefit and $1.2 million of expense for the three and nine month periods ended September 30, 2021, respectively. During the second quarter of 2022, the first hurdle associated with this liability was satisfied and 64,130 shares were issued as payment.

For the warrant liability, the significant Level 3 inputs included the contractual remaining term of the warrants and the volatility of the Company’s common stock. For the estimated term of the warrants, we used the actual terms of the warrants, which expired March 25, 2021. On that date, all remaining warrants were exercised via a “cashless” exercise and the warrant liability was revalued to its intrinsic value, as the Company’s stock price was observable as of that date.

There were no remeasurements to fair value during the three and nine months ended September 30, 2022 of financial assets and liabilities that are not measured at fair value on a recurring basis.

The following tables set forth the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021, based on the three-tier fair value hierarchy:

(In thousands)

As of September 30, 2022	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market accounts	$	22,868	$	-	$	-	$	22,868
Available-for-sale securities:
U.S. government securities		13,054		-		-		13,054
Corporate debt securities		-		20,094		-		20,094
Other debt securities		-		1,925		-		1,925
Total		35,922		22,019		-		57,941
Liabilities:
Contingent consideration - business combinations		-		-		5,862		5,862
Debt		-		26,274		-		26,274
Total	$	-	$	26,274	$	5,862	$	32,136

As of December 31, 2021	Level 1		Level 2		Level 3		Total
Assets:
Money market accounts	$	63,873	$	-	$	-	$	63,873
Total		63,873		-		-		63,873
Liabilities:
Contingent consideration - business combinations		-		-		10,027		10,027
Debt		-		7,215		-		7,215
Total	$	-	$	7,215	$	10,027	$	17,242

There have been no transfers of assets or liabilities between the fair value measurement levels.

The following table presents the changes in fair value of contingent consideration liabilities which are measured using Level 3 inputs:

	Nine Months Ended
	September 30,
(In thousands)	2022			2021
Beginning balance as of December 31, 2021 and 2020	$	10,027		$	7,152
Change in fair value recognized in net (loss) income		(3,348	)		1,086
Payment of contingent consideration earned		(817	)		-
Ending balance	$	5,862		$	8,238

The following table presents the changes in fair value of warrant liabilities which are measured using Level 3 inputs:

	Nine Months Ended
	September 30,
(In thousands)	2022		2021
Beginning balance as of December 31, 2021 and 2020	$	-	$	2,780
Exercised warrants		-		(2,901	)
Change in fair value recognized in net (loss) income		-		121
Ending balance	$	-	$	-