Fair value measurement

9 Months Ended

Sep. 30, 2023

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. 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 SciSafe Contingent Consideration Liability was 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 SciSafe 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 SciSafe

Contingent Consideration Liability as of September 30, 2023, the Company used a discount rate of 14.5%, a risk-free rate of approximately 4.9%, asset volatility of 71%, and revenue volatility of 36%. The SciSafe Contingent Consideration Liability is included in the Unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 in the amounts of $0.3 million and $4.3 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 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 $1.6 million and $1.8 million of benefit for the three and nine months ended September 30, 2023, respectively, and $2.3 million of expense and $3.3 million of benefit for the three and nine months ended September 30, 2022, respectively. As of the year ended December 31, 2022, the second hurdle associated with this liability was satisfied and 116,973 shares were issued as payment during the second quarter of 2023.

There were no remeasurements to fair value during the three and nine months ended September 30, 2023 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, 2023 and December 31, 2022, based on the three-tier fair value hierarchy:

(In thousands)


As of September 30, 2023	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market accounts	$	12,392	$	-	$	-	$	12,392
Available-for-sale securities:
U.S. government securities	5,028		-		-		5,028
Corporate debt securities	-		15,898		-		15,898
Other debt securities	-		2,024		-		2,024
Total	$	17,420	$	17,922	$	-	$	35,342
Liabilities:
Contingent consideration - business combinations	-		-		415		415
Debt	-		25,971		-		25,971
Total	$	-	$	25,971	$	415	$	26,386

As of December 31, 2022
Assets:
Cash equivalents:
Money market accounts	$	11,416	$	-	$	-	$	11,416
Available-for-sale securities:
U.S. government securities	15,051		-		-		15,051
Corporate debt securities	-		26,047		-		26,047
Other debt securities	-		3,494		-		3,494
Total	$	26,467	$	29,541	$	-	$	56,008
Liabilities:
Contingent consideration - business combinations	-		-		4,456		4,456
Debt	-		25,607		-		25,607
Total	$	-	$	25,607	$	4,456	$	30,063

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)	2023		2022
Beginning balance as of December 31, 2022 and 2021	$	4,456	$	10,027
Change in fair value recognized in net loss	(1,778)		(3,348)
Payment of contingent consideration earned	(2,263)		(817)
Ending balance	$	415	$	5,862

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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