Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurements

v3.22.2.2
Fair Value Measurements
6 Months Ended
Jun. 30, 2022
Fair Value Measurements [Abstract]  
Fair Value Measurements NOTE 13 – FAIR VALUE MEASUREMENTS

The accounting guidance establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date.

Level 2 – Observable inputs such as quoted prices for similar instruments and quoted prices in markets that are not active, and inputs that are directly observable or can be corroborated by observable market data. The types of assets and liabilities included in Level 2 are typically either comparable to actively traded securities or contracts, such as treasury securities with pricing interpolated from recent trades of similar securities, or priced with models using highly observable inputs, such as commodity options priced using observable forward prices and volatilities.

Level 3 – Significant inputs to pricing that have little or no observability as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as the complex and subjective models and forecasts used to determine the fair value of financial instruments.

Financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 are summarized below. There were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2021.

June 30, 2022

Level 1

Level 2

Level 3

Total Fair Value

Cash equivalents:

Money market funds

$

695,000

$

$

$

695,000

Subtotal

695,000

695,000

Short-term investments:

Corporate notes/bonds

1,463,000

1,463,000

Subtotal

1,463,000

1,463,000

Long-term investments:

Corporate notes/bonds

1,351,000

1,351,000

Subtotal

1,351,000

1,351,000

Liabilities:

Contingent value rights

(19,492,000)

(19,492,000)

Earnout consideration

(13,000)

(13,000)

Subtotal

(19,505,000)

(19,505,000)

Total

$

695,000

$

2,814,000

$

(19,505,000)

$

(15,996,000)

The estimated fair value of the CVRs as of June 30, 2022 was $19,492,000, as noted above. The Company recorded a $1,215,000 loss on the fair value remeasurement of the CVRs during the second quarter of 2022 related to a $1,500,000 gain on an earnout payment realized in the second quarter of 2022 related to legacy CSI’s sale of its Electronics and Software segment in 2021 offset with a $285,000 loss on held for sale assets.

The estimated fair value of the earnout consideration as of June 30, 2022 was $13,000. As noted in Note 3, Business Combinations, the estimated fair value is considered a level 3 measurement. In order to update the fair value at June 30, 2022, the Company utilized a Monte Carlo simulation, which included the following significant assumptions: the expected probability and timing of achievement of milestone events. As a result of the fair value remeasurement, the Company recorded a gain of $4,671,000 during the second quarter of 2022 related to the earnout consideration.

The fair value remeasurements noted above were both recorded within other income (expense) in the condensed consolidated statements of operations.

We record transfers between levels of the fair value hierarchy, if necessary, at the end of the reporting period. There were no transfers between levels during the three months ended June 30, 2022.