Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2022

The following tables summarize our cash and available-for-sale securities that were measured at fair value by significant investment category within the fair value hierarchy (in thousands):


	March 31, 2022
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value		Cash and Cash Equivalents		Cash- Restricted
Assets:
Cash and money market funds	$	29,983	$	—	$	—	$	29,983	$	29,983	$	—
Cash-restricted	1,016		—		—		1,016		—		1,016
Total cash, cash equivalents and restricted cash	$	30,999	$	—	$	—	$	30,999	$	29,983	$	1,016







	December 31, 2021
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value		Cash and Cash Equivalents		Cash- Restricted
Assets:
Cash and money market funds	$	28,451	$	—	$	—	$	28,451	$	28,451	$	—
Cash-restricted	1,016		—		—		1,016		—		1,016
Total cash, cash equivalents and restricted cash	$	29,467	$	—	$	—	$	29,467	$	28,451	$	1,016

Cash and cash equivalents are Level I measurements. There were no transfers between Level I and Level II measurements, and no changes in the valuation techniques used during the three months ended March 31, 2022.

We record our Bridge Loans and forward contracts on our Series B Preferred Equity Financing at their fair market values. See Note 3 for a discussion of these transactions and the determination of their fair market value.

Our convertible notes, Bridge Loans, and forward sales contracts are not regularly traded and it is difficult to estimate a reliable and accurate market price for these securities. The estimated fair values for these securities represent Level III valuations since a fair value for these securities cannot be determined by using readily observable inputs or measures, such as market prices. Fair values were estimated using pricing models and risk-adjusted value ranges.

The estimated fair value of our term loan also represents a Level III valuation since the value cannot be determined by using readily observable inputs or measures, such as market prices. The fair value of our term loan was estimated using a discounted cash flows approach and current market interest rate data for similar loans.

The following table summarizes the par value, carrying value and the estimated fair value of our debt as of March 31, 2022 and December 31, 2021, respectively (in thousands):


	March 31, 2022						December 31, 2021
	Par Value		Carrying Value		Fair Value		Par Value		Carrying Value		Fair Value
Bridge Loans	$	25,000	$	35,655	$	35,655	$	—	$	—	$	—

Convertible Notes:
2014 Notes	$	578	$	568	$	601	$	578	$	568	$	601
2019 Notes	55,000		53,703		74,998		55,000		53,592		81,880
Total Notes	$	55,578	$	54,271	$	75,599	$	55,578	$	54,160	$	82,481

Term loan, net	$	10,000	$	10,106	$	9,796	$	10,000	$	10,049	$	10,113

Advances under revolving credit agreement	$	—	$	—	$	—	$	6,838	$	6,838	$	6,838

Total debt	$	90,578	$	100,032	$	121,050	$	72,416	$	71,047	$	99,432

- 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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