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FAIR VALUE MEASUREMENTS | 6 Months Ended
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Jun. 30, 2021
Fair Value Disclosures [Abstract] |
FAIR VALUE MEASUREMENTS | 8. FAIR VALUE MEASUREMENTS U.S. GAAP defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date, and also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The three-level hierarchy of valuation techniques established to measure fair value is defined as follows:
(i) | Level 1 - Observable Inputs: Quoted prices in active markets for identical investments;
(ii) | Level 2 - Pricing Models with Significant Observable Inputs: Other significant observable inputs, including quoted prices for similar investments, interest rates, credit risk, etc.; and
(iii) | Level 3 - Unobservable Inputs: Significant unobservable inputs, including the entity’s own assumptions in determining the fair value of investments.
Whenever possible, the Company is required to use observable market inputs (Level 1 - quoted market prices) when measuring fair value. In such cases, the level at which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular input requires judgment and considers factors specific to the asset or liability being measured. In certain cases, inputs used to measure fair value fall into different levels of the fair value hierarchy. Acacia holds the following types of financial instruments at June 30, 2021 and December 31, 2020: Equity securities at fair value. Equity securities includes investments in public company common stock and are recorded at fair value based on the quoted market price of each share on the valuation date. The fair value of these securities are within Level 1 of the valuation hierarchy. Equity investments that do not have regular market pricing, but for which fair value can be determined based on other data values or market prices, are recorded at fair value within Level 2 of the valuation hierarchy. Investments at fair value - common stock. Acacia’s equity investment in Veritone common stock is recorded at fair value based on the quoted market price of Veritone’s common stock on the applicable valuation date (Level 1). Investments at fair value - warrants. Warrants are recorded at fair value, as based on the Black-Scholes option-pricing model (Level 2). Series A Warrants. Series A Warrants are recorded at fair value, using Black-Scholes option-pricing model (Level 3). In the quarter ended March 31, 2021, there was a change in estimate with regard to the calculation of the volatility assumption used in the Black Scholes option-pricing model. As a result, the Series A Warrants are now measured as Level 3 as opposed to Level 2 as measured previously. Series B Warrants. Series B Warrants are recorded at fair value, using Black-Scholes option-pricing model (Level 3). In the quarter ended March 31, 2021, there was a change in methodology used to an acceptable Black-Scholes option-pricing model from a Monte Carlo valuation technique used to value the Series B Warrants as of December 31, 2020. Embedded derivative liability. Embedded derivatives that are required to be bifurcated from their host contract are evaluated and valued separately from the host instrument. A binomial lattice framework is used to estimate the fair value of the embedded derivative in the Series A Redeemable Convertible Preferred Stock issued by the Company in 2019 (Level 3). Financial assets and liabilities measured at fair value on a recurring basis were as follows:
Schedule of financial assets and liabilities at fair value |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
|  | (In thousands) |
Assets as of June 30, 2021: |  |  |  |  |  |  |  |  |  |  |  |
Equity securities at fair value |  | $ | 80,195 |  |  | $ | 54,743 |  |  | $ | – |  |  | $ | 134,938 |
Total |  | $ | 80,195 |  |  | $ | 54,743 |  |  | $ | – |  |  | $ | 134,938 |
Assets as of December 31, 2020: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Equity securities at fair value |  | $ | 109,103 |  |  | $ | – |  |  | $ | – |  |  | $ | 109,103 |
Investment at fair value - warrants |  |  | – |  |  |  | 2,752 |  |  |  | – |  |  |  | 2,752 |
Total |  | $ | 109,103 |  |  | $ | 2,752 |  |  | $ | – |  |  | $ | 111,855 |
Liabilities as of June 30, 2021: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series A warrants |  | $ | – |  |  | $ | – |  |  | $ | 18,464 |  |  | $ | 18,464 |
Series B warrants |  |  | – |  |  |  | – |  |  |  | 230,539 |  |  |  | 230,539 |
Series A embedded derivative liabilities |  |  | – |  |  |  | – |  |  |  | 41,191 |  |  |  | 41,191 |
Total |  | $ | – |  |  | $ | – |  |  | $ | 290,194 |  |  | $ | 290,194 |
Liabilities as of December 31, 2020: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Series A warrants |  | $ | – |  |  | $ | 6,640 |  |  | $ | – |  |  | $ | 6,640 |
Series B warrants |  |  | – |  |  |  | – |  |  |  | 52,341 |  |  |  | 52,341 |
Series A embedded derivative liabilities |  |  | – |  |  |  | – |  |  |  | 26,728 |  |  |  | 26,728 |
Total |  | $ | – |  |  | $ | 6,640 |  |  | $ | 79,069 |  |  | $ | 85,709 |
The following table sets forth a summary of the changes in the estimated fair value of the Company’s Level 3 liabilities, which are measured at fair value on a recurring basis:
Schedule of changes in fair value Level 3 liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Series A Warrant Liability |  |  | Series A Embedded Derivative Liability |  |  | Series B Warrant Liability |  |  | Total |
|  | (In thousands) |  |  |  |
Opening balance as of January 1, 2021 |  | $ | – |  |  | $ | 26,728 |  |  | $ | 52,341 |  |  | $ | 79,069 |
Transfers to Level 3 |  |  | 6,640 |  |  |  | – |  |  |  | – |  |  |  | 6,640 |
Remeasurement to fair value |  |  | 11,824 |  |  |  | 14,463 |  |  |  | 178,198 |  |  |  | 204,485 |
Balance as of June 30, 2021 |  | $ | 18,464 |  |  | $ | 41,191 |  |  | $ | 230,539 |  |  | $ | 290,194 |

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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=123874694&loc=d3e19207-110258 + Details
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