Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurements

v3.7.0.1
Fair Value Measurements
3 Months Ended
Mar. 31, 2017
Fair Value Disclosures [Abstract]  
Fair Value Measurements

5. FAIR VALUE MEASUREMENTS

 

The Company’s financial assets and liabilities reflected at fair value in the consolidated financial statements include: cash and cash equivalents; short-term investments; accounts receivable; other current assets; accounts payable; and contingent consideration. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods, including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as follows:

 

  Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities.
     
  Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.
     
  Level 3: Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

 

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below:

 

    As of March 31, 2017     Fair Value Measurements  
    Carrying     Fair     As of March 31, 2017  
    Amount     Value     Level 1     Level 2     Level 3  
Assets:                              
Cash and cash equivalents:                                        
Cash   $ 7,126     $ 7,126     $ 7,126     $ - #   $ -  
    $ 7,126     $ 7,126     $ 7,126     $ -     $ -  
Liabilities:                                        
Contingent consideration:                                        
Asuragen   $ 1,561     $ 1,561     $ -     $ -     $ 1,561  
Derivative liability:                                        
Embedded conversion derivative   $ 51     $ 51     $ -     $ -     $ 51  
    $ 1,612     $ 1,612     $ -     $ -     $ 1,612  

 

    As of December 31, 2016     Fair Value Measurements  
    Carrying     Fair     As of December 31, 2016  
    Amount     Value     Level 1     Level 2     Level 3  
Assets:                              
Cash and cash equivalents:                                        
Cash   $ 602     $ 602     $ 602     $ -     $ -  
    $ 602     $ 602     $ 602     $ -     $ -  
Liabilities:                                        
Contingent consideration:                                        
Asuragen   $ 1,545     $ 1,545     $ -     $ -     $ 1,545  
RedPath     5,969       5,969       -       -       5,969  
    $ 7,514     $ 7,514     $ -     $ -     $ 7,514  

 

The fair value of cash and cash equivalents and marketable securities is valued using market prices in active markets (level 1). As of March 31, 2017, the Company did not have any marketable securities in less active markets (level 2) or without observable market values that would require a high level of judgment to determine fair value (level 3).

 

In connection with the acquisition of certain assets from Asuragen and the acquisition of RedPath, the Company recorded contingent consideration related to contingent payments and other revenue based payments. The Company determined the fair value of the contingent consideration based on a probability-weighted income approach derived from revenue estimates. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. On March 22, 2017, the Company entered into a Termination Agreement with the RedPath Equityholder Representative. Under the terms of the Termination Agreement, RedPath Equityholder Representative agreed to terminate all royalty and milestone rights under the contingent consideration agreement. As a result the Company reversed approximately $6.0 million in Redpath contingent consideration liabilities in the first quarter of 2017, of which $5.8 million was a reversal within operating expenses in the Condensed Consolidated Statement of Comprehensive Income (Loss).

 

On March 23, 2017, in connection with the Company entering into the Exchange Agreement, related to the RedPath note (See Note 12) with the Investor, an embedded conversion option derivative liability was recorded due to a certain embedded conversion feature. The embedded conversion option is considered a liability and valued using the Black-Scholes Option-Pricing Model, the inputs for which include exercise price of the conversion feature, market price of the underlying common shares, expected term, volatility based on the Company’s historical market price, and the risk-free rate corresponding to the expected term of the Exchange Agreement. Any changes to the estimated fair value of this liability are recorded in Interest Expense.

 

A roll forward of the carrying value of the contingent consideration and also the embedded conversion option from continuing operations from January 1, 2017 to March 31, 2017 is as follows:

 

    2017  
                            Cancellation              
          Initial                 of Obligation/     Mark to        
    January 1,     Liability     Payments     Accretion     Conversions     Market     March 31,  
Asuragen   $ 1,545             $ (25 )   $ 41     $ -     $ -     $ 1,561  
Redpath     5,969               -       -       (5,969 )     -       -  
Embedded conversion option     -       208       -               (199 )     42       51  
    $ 7,514     $ 208     $ (25 )   $ 41     $ (6,168 )   $ 42     $ 1,612  

The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the embedded conversion option derivative liability as of March 31, 2017:

 

    March 31, 2017  
       
Market Price   $ 2.63  
Exercise Price   $ 2.44  
Risk-free interest rate     0.99 %
Expected volatility     234.05 %
Expected life in years     1.25  
Expected dividend yield     0.00 %

 

The Company considers carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments.

 

Certain of the Company’s non-financial assets, such as other intangible assets, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized.