Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurements

v3.8.0.1
Fair Value Measurements
9 Months Ended
Sep. 30, 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 condensed consolidated financial statements include: cash and cash equivalents; 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 which incorporate unobservable inputs that reflect management 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 assets and liabilities 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 September 30, 2017     Fair Value Measurements  
    Carrying     Fair     As of September 30, 2017  
    Amount     Value     Level 1     Level 2     Level 3  
Assets:                                        
Cash and cash equivalents:                                        
Cash   $ 11,703     $ 11,703     $ 11,703     $             -     $ -  
    $ 11,703     $ 11,703     $ 11,703     $ -     $ -  
Liabilities:                                        
Contingent consideration:                                        
Asuragen   $ 1,407     $ 1,407     $ -     $ -     $ 1,407  
Other long-term liabilities:                                        
Warrant liability     733       733       -       -       733  
    $ 2,140     $ 2,140     $ -     $ -     $ 2,140  

  

 

    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  

 

Cash and cash equivalents are valued using market prices in active markets (level 1). As of September 30, 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, the 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 Loss.

 

On March 23, 2017, in connection with the Company entering into the Exchange Agreement, related to the RedPath Note (See Note 2, Liquidity and Note 12, Long-Term Debt) 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 were recorded in Interest Expense. Between March 23, 2017 and April 18, 2017, the Investor had fully converted all outstanding debt, and as a result there are no liabilities remaining subsequent to April 18, 2017.

 

On June 21, 2017, the Company closed on an Offering (See Note 2, Liquidity), issuing both Pre-Funded Warrants and Underwriters Warrants to purchase 2,600,000 shares and 575,000 shares of the Company’s common stock, respectively. Both the Pre-Funded and Underwriters Warrants include a cash settlement feature in the event of certain circumstances. Accordingly, both the Pre-Funded and Underwriters Warrants are classified as liabilities, and were fair valued using the Black Scholes Option-Pricing Model, the inputs for which include exercise price of the respective warrants, 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. Changes to the fair value of the warrant liabilities were recorded to Other (loss) income, net. The Pre-Funded Warrants were fully exercised as of September 30, 2017 and therefore the Company has no remaining liability associated with those warrants.

 

A roll forward of the carrying value of the contingent consideration, embedded conversion option and warrant liabilities from December 31, 2016 to September 30, 2017 is as follows:

 

    December 31, 2016     Initial Liability     Payments     Accretion     Cancellation
of Obligation/
Conversions Exercises
    Mark to Market     September 30, 2017  
Contingent consideration:                                                        
Asuragen   $ 1,545             $ (260 )   $ 122     $ -     $ -     $ 1,407  
Redpath     5,969               -       -       (5,969 )     -       -  
Embedded conversion option     -       208       -       -       (269 )     61       -  
Pre-Funded Warrants     -       2,247       -       -       (2,337 )     90       -  
Underwriters Warrants     -       422       -       -       -       311       733  
    $ 7,514     $ 2,877     $ (260 )   $ 122     $ (8,575 )   $ 462     $ 2,140  

 

The Company’s non-financial instruments, which primarily consist of intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at carrying value. However, on a periodic basis whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for indefinite-lived intangible assets), non-financial instruments are assessed for impairment and, if applicable, written-down to and recorded at fair value, considering market participant assumptions.