Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurements

v3.22.2.2
Fair Value Measurements
9 Months Ended
Sep. 30, 2022
Fair Value Measurements  
Fair Value Measurements

3.Fair Value Measurements

A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Items Measured at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis, including their levels in the fair value hierarchy are as follows:

As of September 30, 2022

Fair value hierarchy

Fair value of assets

    

Level 1

    

Level 2

    

Level 3

Cash and cash equivalents

$

6,584

$

$

Restricted cash

9,989

Investments

5

6,400

Warrant liability

34

Total

$

16,578

$

$

6,434

As of December 31, 2021

Fair value hierarchy

Fair value of assets

    

Level 1

    

Level 2

    

Level 3

Cash and cash equivalents

$

4,221

$

$

Restricted cash

2,731

Investments

102

6,596

Warrant liability

2,394

Total

$

7,054

$

$

8,990

The following table summarizes the significant assumptions used in the determining the fair value of the warrant liability as of September 30, 2022:

Exercise price

$0.26 - $0.30

Risk free interest rate

3.10% - 3.24%

Expected Share Price Volatility

88.85% - 106.65%

Expected Life of Warrant (years)

0.09 - 0.14

During the three months ended September 30, 2022 and 2021, the Company recorded gains of $610 and $5,204, respectively, on the change in fair value of the warrant liability. During the nine months ended September 30, 2022 and 2021, the Company recorded a gain of $2,360 and a loss of $2,782, respectively, on the change in fair value of the warrant liability. These gains and losses are included in other income (expense) in the condensed consolidated statements of operations and comprehensive loss.

The carrying amount of the Company’s term loan approximates its fair value based upon market interest rates available to the Company for debt of similar risk and maturities, a Level 3 input. See Note 11 — Notes Payable for additional information. Additionally, the carrying amount of the Company’s loans receivable, net of related current expected credit losses, approximates their fair values. See Note 9 — Loans Receivable for additional information. The carrying amounts of all financial assets and liabilities, other than notes payable and loans receivables, approximate their fair values. There were no transfers between the levels of fair value hierarchy during the three and nine months ended September 30, 2022 and 2021.

Items Measured at Fair Value on a Non-Recurring Basis

Goodwill

As a result of missed forecasts for Jupiter Research, LLC (“Jupiter”), the Company conducted additional testing of its goodwill related to Jupiter as of June 30, 2022. After this review, the Company determined that the carrying amount of the Jupiter reporting unit exceeded its estimated recoverable amount and recorded a $6,668 goodwill impairment charge for the six months ended June 30, 2022. During the three months ended September 30, 2022, the Company did not identify any additional impairment triggers. The following table summarizes the goodwill activity for the nine months ended September 30, 2022:

Balance, January 1, 2022

$

70,545

Jupiter impairment

(6,668)

Balance, September 30, 2022

$

63,877

See Note 8 — Goodwill for additional information.