XML 127 R16.htm IDEA: XBRL DOCUMENT
v3.24.3

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, 2024 |  | December 31, 2023
| Total | Level 1 | Level 2 | Level 3 |  | Total | Level 1 | Level 2 | Level 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 liability | 13.9 |  | — |  | — |  | 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 Warrants |  | 13.4 |
Change in fair value |  | 0.5 |
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 Liability | Valuation Technique | Unobservable Input | Range
2024 Warrants | Black-Scholes Method | Term (in years) | 4.9
Risk free interest rate | 3.5%
Volatility | 95%
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 value |  | 0.5 |
Settlements |  | (0.6) |
Balance at March 31, 2024 |  | $ | 5.5 |
Change in fair value |  | 0.1 |
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 value |  | 0.3 |
Settlements |  | (0.7) |
Balance at March 31, 2023 |  | $ | 7.6 |
Change in fair value |  | 0.4 |
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, t he 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”).

X
- References No definition available. + Details
Name: | us-gaap_FairValueDisclosuresAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
Name: | us-gaap_FairValueDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration