Fair Value Measurements | 4. Fair Value Measurements ASC 820, Fair Value Measurement , the authoritative guidance on fair value measurements establishes a framework with respect to measuring assets and liabilities at fair value on a recurring basis and non-recurring basis. Under the framework, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The framework also establishes a three-tier hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability and are developed based on the best information available in the circumstances. The hierarchy consists of the following three levels: Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2: Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Inputs are unobservable inputs for the asset or liability The following tables present information about the Company’s financial assets measured at fair value on a recurring basis, based on the three-tier fair value hierarchy: As of March 31, 2024 (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 12,018 $ - $ - $ 12,018 Total cash equivalents $ 12,018 $ - $ - $ 12,018 Current marketable securities: U.S. Treasury securities $ - $ 51,232 $ - $ 51,232 Total current marketable securities $ - $ 51,232 $ - $ 51,232 Total marketable securities and cash equivalents $ 12,018 $ 51,232 $ - $ 63,250 Financial liabilities: Long-term debt $ - $ - $ 41,301 $ 41,301 Warrant liability - - 4,028 $ 4,028 Non-qualified deferred compensation plan liability - 4,342 - $ 4,342 Total financial liabilities $ - $ 4,342 $ 45,329 $ 49,671 Financial assets: Corporate-owned life insurance policies $ - $ 2,880 $ - $ 2,880 Total financial assets $ - $ 2,880 $ - $ 2,880 As of December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 8,427 $ - $ - $ 8,427 U.S. Treasury securities - 2,992 - 2,992 Total cash equivalents $ 8,427 $ 2,992 $ - $ 11,419 Current marketable securities: U.S. Treasury securities $ - $ 65,242 $ - $ 65,242 U.S. Government agency obligations - 1,697 - 1,697 Total current marketable securities $ - $ 66,939 $ - $ 66,939 Total marketable securities and cash equivalents $ 8,427 $ 69,931 $ - $ 78,358 Financial liabilities: Long-term debt $ - $ - $ 39,812 $ 39,812 Warrant liability - - 3,158 3,158 Non-qualified deferred compensation plan liability - 3,831 - $ 3,831 Total financial liabilities $ - $ 3,831 $ 42,970 $ 46,801 Financial assets: Corporate-owned life insurance policies $ - $ 2,475 $ - $ 2,475 Total financial assets $ - $ 2,475 $ - $ 2,475 The following table presents the summary of changes in the fair value of our Level 3 financial instruments: As of March 31, 2024 As of December 31, 2023 Long-term debt Warrant liability Long-term debt Warrant liability Balance beginning of period $ 39,812 $ 3,158 $ - $ - Fair value on issuance date 37,575 2,425 Change in fair value in earnings 397 870 1,616 733 Change in fair value in other comprehensive loss 1,092 - 621 - Balance end of period, at fair value $ 41,301 $ 4,028 $ 39,812 $ 3,158 The Company’s Level 1 assets include money market instruments and are valued based upon observable market prices. Level 2 assets consist of U.S Treasury securities and U.S. Government Agency obligations. Level 2 securities are valued based upon observable inputs that include reported trades, broker/dealer quotes, bids and offers. The corporate-owned life insurance contracts are recorded at cash surrender value, which approximates the fair value and is categorized as Level 2. Non-qualified deferred compensation plan liability is measured at fair value based on quoted prices of identical instruments to the investment vehicles selected by the participants and its recorded as Level 2. There were no transfers between fair value measurement levels during the period ended March 31, 2024 and December 31, 2023. Long-term debt The fair value of the debt was determined using a Monte Carlo Simulation ("MCS") in order to predict the probability of different outcomes. The valuation was performed based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the debt is recorded in the Consolidated Balance Sheets. The fair value is estimated by the Company each reporting period and the change in the fair value is recorded in both earnings and other comprehensive income depending on the instrument's inherent credit risk and market risk related to the debt valuation. As the debt is subject to net revenue requirements, the valuation of the debt was determined using the Monte Carlo Simulation (“MCS”). The underlying metric to be simulated is the projected Trailing Twelve Month (“TTM”) revenues at each quarter end through the maturity date of October 18. 2028. Based on the simulated metric, the different levels of simulated TTM revenues may trigger different discounted cash flow scenarios in which the TTM revenues are lower than the targeted revenues per the Credit Agreement or TTM is equal to or higher than the targeted revenues per the Credit Agreement. The MCS performs 100,000 iterations of various simulated revenues to determine the fair value of the debt. The below assumptions were used in the Monte Carlo simulation March 31, 2024 December 31, 2023 Risk-free interest rate 4.20 % 3.81 % Revenue volatility 64.00 % 64.00 % Revenue discount rate 16.99 % 16.58 % Warrant Liability The fair value of the warrant liability is recognized in connection with the Credit Agreement. The fair value of the warrant liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the warrant liability, which is reported within Warrant liabilities on the Consolidated Balance Sheets, is estimated by the Company based on the Black-Scholes option pricing model with the follow ing key inputs: March 31, 2024 December 31, 2023 Price of common stock $ 16.03 $ 13.72 Expected term 9.56 years 9.81 years Expected volatility 31.39 % 31.07 % Exercise price $ 10.9847 $ 10.9847 Risk-free interest rate 4.16 % 3.84 % Expected dividends 0.00 % 0.00 % |