Annual report pursuant to Section 13 and 15(d)

Financial Instruments

v3.22.0.1
Financial Instruments
12 Months Ended
Dec. 31, 2021
Investments All Other Investments [Abstract]  
Financial Instruments

NOTE 6. FINANCIAL INSTRUMENTS

Cash, Cash Equivalents

The Company’s money market funds are categorized as Level 1 within the fair value hierarchy. As of December 31, 2021, the Company’s cash and cash equivalents were as follows:

 

 

 

 

 

 

 

Gross

 

 

 

 

 

 

Cash and

 

 

 

 

 

 

 

Unrealized

 

 

Fair

 

 

Cash

 

 

 

Cost

 

 

Losses

 

 

Value

 

 

Equivalents

 

Cash

 

$

253,693

 

 

$

 

 

$

253,693

 

 

$

253,693

 

Level 1:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

1,029

 

 

 

 

 

 

1,029

 

 

 

1,029

 

Total

 

$

254,722

 

 

$

 

 

$

254,722

 

 

$

254,722

 

As of December 31, 2020, the Company’s cash and cash equivalents were as follows:

 

 

 

 

 

 

 

Gross

 

 

 

 

 

 

Cash and

 

 

 

 

 

 

 

Unrealized

 

 

Fair

 

 

Cash

 

 

 

Cost

 

 

Losses

 

 

Value

 

 

Equivalents

 

Cash

 

$

44,795

 

 

$

 

 

$

44,795

 

 

$

44,795

 

Level 1:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

70,022

 

 

 

 

 

 

70,022

 

 

 

70,022

 

Total

 

$

114,817

 

 

$

 

 

$

114,817

 

 

$

114,817

 

 

Contingent Consideration

All of the Company’s contingent consideration liabilities are categorized as Level 3 within the fair value hierarchy. Contingent consideration was valued at the time of acquisition using the Monte Carlo simulation model. This model incorporates revenue volatility, internal rate of return, and risk-free rate. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance of a third-party valuation specialist. 

The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the contingent consideration as of December 31, 2021:

 

 

Contingent

 

 

 

Consideration

 

Revenue volatility

 

 

15

%

Internal rate of return

 

 

45

%

Risk-free rate

 

 

1.9

%

 

As of December 31, 2021, the Company’s contingent consideration liabilities current and non-current balances were as follows:

 

 

 

 

 

 

 

Changes in

 

 

Fair

 

 

Contingent

 

 

 

Cost

 

 

Fair Value

 

 

Value

 

 

Consideration

 

Level 3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration, current

 

 

18,017

 

 

 

1,971

 

 

 

19,988

 

 

 

19,988

 

Contingent consideration, non-current

 

 

8,383

 

 

 

16,354

 

 

 

24,737

 

 

 

24,737

 

Total

 

$

26,400

 

 

$

18,325

 

 

$

44,725

 

 

$

44,725

 

 

 

Stock Warrants

All of the Company’s outstanding stock warrants are categorized as Level 3 within the fair value hierarchy. Stock warrants have been recorded at their fair value using either a probability weighted expected return model, the Monte Carlo simulation model or the Black-Scholes option-pricing model. These models incorporate contractual terms, maturity, risk-free interest rates and volatility. The value of the Company’s stock warrants would increase if a higher risk-free interest rate was used, and would decrease if a lower risk-free interest rate was used. Similarly, a higher volatility assumption would increase the value of the stock warrants, and a lower volatility assumption would decrease the value of the stock warrants. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance of a third-party valuation specialist.

In April 2020, in connection with a consulting agreement between the Company and a consulting firm, the Company issued to such firm a warrant to purchase up to 50,000 shares of the Company’s common stock (the “Compensation Warrant”). The Compensation Warrant was fully vested and exercisable upon issuance, had an exercise price of $3.01 per share and was fully exercised prior to its expiration on December 31, 2021. The holder was able to redeem the warrant for a number of shares having a value equal to the in-the-money value of the warrant. The fair value of this stock warrant was $59, which was determined using the Black-Scholes option-pricing model and was recorded in general and administrative operating expenses during the year ended December 31, 2020. The Company also issued to such firm in connection with the consulting agreement an additional warrant to purchase up to 400,000 shares of the Company’s common stock (the “Performance Warrant” and collectively with the Compensation Warrant, the “2020 Stock Warrants”). The Performance Warrant has an exercise price of $3.01 per share, shall vest and become exercisable in three substantially equal installments of 133,333 shares upon the achievement of specified performance goals and/or a market condition, and expires on December 31, 2023. The market condition was achieved in 2020 and, accordingly, the first installment of 133,333 shares underlying the Performance Warrant has vested and is exercisable. The fair value of the installment of the Performance Warrant tied to the market condition is $43, which was determined using a Monte Carlo simulation model and was recorded in general and administrative operating expenses for the year ended December 31, 2020. The Company has not recorded any fair value with respect to the remaining installments linked to performance goals, because the achievement of such performance goals is not considered probable.  

The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the 2020 Stock Warrants:

 

 

 

Compensation

 

 

Performance

 

 

 

Warrant

 

 

Warrant

 

Volatility

 

 

88

%

 

 

85

%

Risk-free rate

 

 

0.23

%

 

 

0.34

%

Term

 

1.7 years

 

 

 

4

 

In April 2018, in connection with the advisory agreement between the Company and a financial advisory firm, the Company issued such firm a five-year warrant to purchase up to 20,000 shares of the Company’s common stock (“April 2018 Warrant”). The April 2018 Warrant was fully vested and exercisable upon issuance and has an exercise price of $11.73 per share and expires on April 6, 2023. The Company recorded this stock warrant at its fair value of $207 using the Black-Scholes option-pricing model. The holder may redeem the warrant for a number of shares having a value equal to the in-the-money value of the warrant. The April 2018 Warrant was outstanding at December 31, 2021.