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Note 2 - Fair Value Measurement | 12 Months Ended
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Dec. 31, 2020
Notes to Financial Statements |
Fair Value Disclosures [Text Block] |
2. | Fair Value Measurement
In accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” (“ASC Topic 820”), the Company measures its cash and cash equivalents and investments at fair value on a recurring basis. 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. For the investment in iVexSol convertible debt that was converted to Series A-1 preferred stock in November 2020, the significant Level 3 inputs were the expected term of the instrument, the underlying credit worthiness of iVexSol and the valuation of various embedded features in the note, which were based on future financings of iVexSol. We considered a range of probability-weighted financing or payoff settlements between 5% and 50% with outcomes occurring over a range of 1 to 2 years. The estimated market interest rate of approximately 8.0% was based on an average of indexes of below investment grade debt. The market rate was calibrated to the rate implied in the original issuance in September 2019 and adjusted for changes in market rates quarterly. Certain assumptions used in estimating the fair value of the convertible debt were uncertain by nature. Actual results may differ materially from estimates. The fair value of the Astero contingent consideration liability was initially valued based on unobservable inputs using a Black-Scholes valuation model. These inputs included the estimated amount and timing of projected future revenue, a discount rate of 17.5%, risk-free rates between 2.29% and 2.41% and revenue volatility of 56%. Significant increases (decreases) in any of those inputs in isolation would result in a significantly higher (lower) fair value measurement. 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 consolidated statements of operations. During the most recent re-measurement of the contingent consideration liability as of December 31, 2020, the Company used a discount rate of 11.0%, a risk-free rate of 0.11% and revenue volatility of 76.6%. This contingent consideration liability is presented in the Consolidated Balance Sheet at December 31, 2020 and 2019 in the amount of $81,000 and $1.1 million, respectively. Certain assumptions used in estimating the fair value of the contingent consideration are uncertain by nature. Actual results may differ materially from estimates. 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 increases (decreases) in any of those inputs in isolation would result in a significantly higher (lower) fair value measurement. 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 consolidated statements of operations. During the most recent re-measurement of the contingent consideration liability as of December 31, 2020, 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 presented in the Consolidated Balance Sheet at December 31, 2020 and 2019 in the amount of $140,000 and $856,000, respectively. Certain assumptions used in estimating the fair value of the contingent consideration are uncertain by nature. Actual results may differ materially from estimates. 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 increases (decreases) in any of those inputs in isolation would result in a significantly higher (lower) fair value measurement. 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 consolidated statements of operations. During the most recent re-measurement of the contingent consideration liability as of December 31, 2020, the Company used a discount rate of 4.5%, a risk-free rate of approximately 0.22%, asset volatility of 61%, and revenue volatility of 15%. This contingent consideration liability is presented in the Consolidated Balance Sheet at December 31, 2020 in the amount of $6.9 million. The change in fair value of contingent consideration of $3.3 million associated with this liability is presented within the consolidated statements of operations for the year ended December 31, 2020. Certain assumptions used in estimating the fair value of the contingent consideration are uncertain by nature. Actual results may differ materially from estimates. For the warrant liability, the significant Level 3 inputs include 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 are all currently less than one year. For the volatility off the Company’s stock we used historical volatility for the remaining term of each warrant. These amounts ranged from 56.8% to 84.6% during the year ended December 31, 2020. We did not make any adjustments to the historical volatility. Certain assumptions used in estimating the fair value of the warrants are uncertain by nature. Actual results may differ materially from estimates. There were no remeasurements to fair value during the year ended December 31, 2020 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 December 31, 2020 and December 31, 2019, based on the three-tier fair value hierarchy: (In thousands)
As of December 31, 2020 |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Money market accounts |  | $ | 90,403 |  |  | $ | - |  |  | $ | - |  |  | $ | 90,403 |
Total |  |  | 90,403 |  |  |  | - |  |  |  | - |  |  |  | 90,403 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Contingent consideration - business combinations |  |  | - |  |  |  | - |  |  |  | 7,152 |  |  |  | 7,152 |
Warrant liability |  |  | - |  |  |  | - |  |  |  | 2,780 |  |  |  | 2,780 |
Total |  | $ | - |  |  | $ | - |  |  | $ | 9,932 |  |  | $ | 9,932 |
As of December 31, 2019 |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Money market accounts |  | $ | 6,448 |  |  | $ | - |  |  | $ | - |  |  | $ | 6,448 |
Convertible debt held at fair value |  |  | - |  |  |  | - |  |  |  | 1,000 |  |  |  | 1,000 |
Total |  |  | 6,448 |  |  |  | - |  |  |  | 1,000 |  |  |  | 7,448 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Contingent consideration - business combinations |  |  | - |  |  |  | - |  |  |  | 1,914 |  |  |  | 1,914 |
Warrant liability |  |  | - |  |  |  | - |  |  |  | 39,602 |  |  |  | 39,602 |
Total |  | $ | - |  |  | $ | - |  |  | $ | 41,516 |  |  | $ | 41,516 |
The fair values of money market funds classified as Level 1 were derived from quoted market prices as active markets for these instruments exist. 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.”) 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 convertible debt investments which are measured using Level 3 inputs at December 31, 2020 and 2019:
(In thousands) |  | 2020 |  |  | 2019 |
Beginning balance |  | $ | 1,000 |  |  | $ | - |
Purchases |  |  | - |  |  |  | 1,000 |
Change in fair value recognized in net income |  |  | 1,319 |  |  |  | - |
Recognition of accrued interest in fair value upon conversion |  |  | 58 |  |  |  | - |
Conversion of convertible debt to preferred stock |  |  | (2,377 | ) |  |  | - |
Total |  | $ | - |  |  | $ | 1,000 |
The following table presents the changes in fair value of contingent consideration liabilities which are measured using Level 3 inputs at December 31, 2020 and 2019:
(In thousands) |  | 2020 |  |  | 2019 |
Beginning balance |  | $ | 1,914 |  |  | $ | - |
Additions |  |  | 3,663 |  |  |  | 2,347 |
Change in fair value recognized in net income |  |  | 1,575 |  |  |  | 50 |
Payments earned, reclassified to accrued liabilities |  |  | - |  |  |  | (483 | )
Total |  | $ | 7,152 |  |  | $ | 1,914 |
The following table presents the changes in fair value of warrant liabilities which are measured using Level 3 inputs at December 31, 2020 and 2019:
(In thousands) |  | 2020 |  |  | 2019 |
Beginning balance |  | $ | 39,602 |  |  | $ | 28,516 |
Exercised warrants |  |  | (33,221 | ) |  |  | (1,749 | )
Change in fair value recognized in net income |  |  | (3,601 | ) |  |  | 12,835 |
Total |  | $ | 2,780 |  |  | $ | 39,602 |

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- 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. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258 + Details
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