Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurement

v3.23.3
Fair Value Measurement
9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurement
8.
Fair Value Measurement

 

The Company follows the guidance in Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement” for its liabilities that are re-measured and reported at fair value at the end of each reporting period.

The fair value of the Company’s common and preferred stock warrant liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 

Level 1:

Quoted prices in active markets for identical assets or liabilities.

Level 2:

Significant other observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3:

Unobservable inputs reflecting management’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present the Company’s fair value hierarchy for its financial instruments that are measured at fair value on a recurring basis.

 

 

September 30, 2023

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

1,395

 

 

$

 

 

$

 

 

$

1,395

 

 

$

1,395

 

 

$

 

 

$

 

 

$

1,395

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury bills and bonds

 

$

13,223

 

 

$

 

 

$

 

 

$

13,223

 

Commercial paper

 

 

 

 

 

1,376

 

 

 

 

 

 

1,376

 

U.S. government and agency securities

 

 

 

 

 

5,558

 

 

 

 

 

 

5,558

 

 

$

13,223

 

 

$

6,934

 

 

$

 

 

$

20,157

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Credit Agreement Warrants

 

$

 

 

$

3,407

 

 

$

 

 

$

3,407

 

Contingent earnout liability

 

 

 

 

 

 

 

 

132

 

 

 

132

 

 

$

 

 

$

3,407

 

 

$

132

 

 

$

3,539

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2022

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

5,180

 

 

$

 

 

$

 

 

$

5,180

 

Commercial paper

 

 

 

 

 

2,097

 

 

 

 

 

 

2,097

 

 

$

5,180

 

 

$

2,097

 

 

$

 

 

$

7,277

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury bills and bonds

 

$

1,494

 

 

$

 

 

$

 

 

$

1,494

 

Corporate securities

 

 

 

 

 

7,745

 

 

 

 

 

 

7,745

 

Commercial paper

 

 

 

 

 

2,576

 

 

 

 

 

 

2,576

 

U.S. government and agency securities

 

 

 

 

 

11,269

 

 

 

 

 

 

11,269

 

 

$

1,494

 

 

$

21,590

 

 

$

 

 

$

23,084

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Public Warrants

 

$

267

 

 

$

 

 

$

 

 

$

267

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Credit Agreement Warrants

 

$

 

 

$

1,831

 

 

$

 

 

$

1,831

 

Contingent earnout liability

 

 

 

 

 

 

 

 

349

 

 

 

349

 

 

$

 

 

$

1,831

 

 

$

349

 

 

$

2,180

 

Financial Assets

The Company values its Level 1 assets, consisting of money market funds, and U.S. treasury bills and bonds, using quoted prices in active markets for identical instruments.

Financial assets whose fair values that are measured on a recurring basis using Level 2 inputs consist of commercial paper, corporate securities, and U.S. government and agency securities. The Company measures the fair values of these assets with the help of a pricing service that either provides quoted market prices in active markets for identical or similar securities or uses observable inputs for their pricing without applying significant adjustments.

 

Public and Private Placement Warrants

The Company assumed 1,437,499 publicly-traded warrants (“Public Warrants”) and 825,000 private placement warrants issued by NavSight (“Private Warrants” and, together with the Public Warrants, the “Warrants”) upon the Merger, all of which were issued in connection with NavSight’s initial public offering and entitled the holder to purchase one share of the Company’s Class A common stock at an exercise price of $92.00 per share. The fair value of the Public Warrants was based on the quoted market price and was classified as a Level 1 financial instrument.

In November 2022, the Company announced the commencement of an exchange offer (the "Offer") and consent solicitation relating to all holders of the Warrants to receive 0.2 shares of Class A common stock in exchange for each outstanding Warrant tendered by the holder. On December 19, 2022, a total of 2,069,561 Warrants were tendered and exchanged for 413,910 shares of Class A common stock.

Concurrently with the Offer, the Company also solicited consents from holders of the Public Warrants to amend the Warrant Agreement to permit the Company to require that each Warrant that was outstanding upon the closing of the Offer be exchanged for 0.18 shares of Class A common stock, which is a ratio 10% less than the exchange ratio applicable to the Offer (such amendment, the “Warrant Amendment”). Because consents were received from holders of more than 65% of the Company’s outstanding Public Warrants, the Warrant Amendment was approved. On December 19, 2022, the Company exercised its right to acquire and retire all remaining outstanding Public Warrants in exchange for shares of Class A common stock in accordance with the terms of the Warrant Amendment. The remaining 192,936 Public Warrants were exchanged on January 4, 2023 for 34,728 shares of the Company's Class A common stock. Following the exchange, none of the Warrants remain outstanding.

Credit Agreement Warrants

On June 13, 2022, in connection with the Blue Torch Financing Agreement, the Company issued warrants to Blue Torch, which were exercisable for an aggregate of 437,024 shares of the Company’s Class A common stock with a per share exercise price of $16.08 (the “2022 Blue Torch Warrants”). Additionally, in connection with the closing of the financing, the Company issued a warrant to Urgent Capital LLC for introducing the Company to the Lenders, which is exercisable for an aggregate of 24,834 shares of the Company's Class A common stock with a per share exercise price of $16.08 (together with the 2022 Blue Torch Warrants and the 2023 Blue Torch Warrants (as defined below), the “Credit Agreement Warrants”).

On September 27, 2023, in connection with the Waiver and Amendment, the Company and certain affiliates of Blue Torch amended and restated the 2022 Blue Torch Warrants to reduce the per share exercise price from $16.08 to $5.44. The Company also concurrently issued new warrants to those affiliates that are exercisable for an additional 597,082 shares of the Company’s Class A common stock at a per share exercise price of $5.44 (the “2023 Blue Torch Warrants").

The fair value of the Credit Agreement Warrants is estimated using the Black-Scholes model with inputs that include the Company’s Class A common stock price in an actively traded market, making this fair value classified as a Level 2 financial instrument. The other significant assumptions used in the model are the exercise price, expected term, volatility, interest rate, and expected dividend yield.

The table below quantifies the significant inputs used for the Credit Agreement Warrants:

 

 

 

September 30,

 

 

December 31,

 

 

2023

 

 

2022

 

Fair value of the Company’s Class A common stock

$

 

4.89

 

 

$

7.68

 

Exercise price

$

5.44 - 16.08

 

 

$

16.08

 

Risk-free interest rate

 

 

4.61

%

 

 

3.88

%

Expected volatility factor

 

 

55.0

%

 

 

55.0

%

Expected dividend yield

 

 

%

 

 

%

Remaining contractual term (in years)

 

8.7 - 10.0

 

 

 

9.1

 

 

Contingent Earnout Liability

In connection with the Merger, eligible Spire equity holders are entitled to receive additional shares of the Company's Class A common stock upon the achievement of certain earnout triggering events. The estimated fair value of the contingent earnout liability is determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the earnout period, which is a period up to five years post-closing of the Merger, prioritizing the most reliable information available, making this fair value classified as a Level 3 liability.

The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current price of the Company’s Class A common stock, expected volatility, risk-free interest rate, expected term and expected dividend yield.

The table below quantifies the significant inputs used for the contingent earnout liability:

 

 

 

September 30,

 

 

December 31,

 

 

2023

 

 

2022

 

Fair value of the Company’s Class A common stock

 

$

4.89

 

 

$

7.68

 

Risk-free interest rate

 

 

4.83

%

 

 

4.16

%

Expected volatility factor

 

 

55.0

%

 

 

55.0

%

Earnout expiration date

 

August 16, 2026

 

 

August 16, 2026

 

 

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:

 

 

 

Contingent
 Earnout
Liability

 

 

Fair value as of December 31, 2022

 

 

349

 

 

Change in fair value of contingent earnout liability

 

 

(217

)

 

Fair value as of September 30, 2023

 

$

132

 

 

 

Cash and Cash Equivalents and Marketable Securities

 

The following tables summarize the Company's cash, cash equivalents and available-for-sale securities by significant marketable securities category:

 

 

 

September 30, 2023

 

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Fair Value

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

28,541

 

 

$

 

 

$

 

 

$

28,541

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

1,395

 

 

 

 

 

 

 

 

 

1,395

 

 

$

29,936

 

 

$

 

 

$

 

 

$

29,936

 

Marketable Securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury bills and bonds

 

$

13,223

 

 

$

 

 

$

 

 

$

13,223

 

Commercial paper

 

 

1,375

 

 

 

1

 

 

 

 

 

 

1,376

 

U.S. government and agency securities

 

 

5,557

 

 

 

1

 

 

 

 

 

 

5,558

 

 

 

$

20,155

 

 

$

2

 

 

$

 

 

$

20,157

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2022

 

 

 

Amortized Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Fair Value

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

39,919

 

 

$

 

 

$

 

 

$

39,919

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

5,180

 

 

 

 

 

 

 

 

 

5,180

 

Commercial paper

 

 

2,098

 

 

 

 

 

 

(1

)

 

 

2,097

 

 

$

47,197

 

 

$

 

 

$

(1

)

 

$

47,196

 

Marketable Securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury bills and bonds

 

$

1,495

 

 

$

 

 

$

(1

)

 

$

1,494

 

Corporate securities

 

 

7,771

 

 

 

 

 

 

(26

)

 

 

7,745

 

Commercial paper

 

 

2,578

 

 

 

 

 

 

(2

)

 

 

2,576

 

U.S. government and agency securities

 

 

11,272

 

 

 

 

 

 

(3

)

 

 

11,269

 

 

 

$

23,116

 

 

$

 

 

$

(32

)

 

$

23,084

 

 

 

The following table represents amortized cost and estimated fair value of marketable securities, by contractual maturity:

 

 

 

 

 

 

 

September 30, 2023

 

 

 

 

 

 

 

Amortized Cost

 

 

Fair Value

 

Due in one year or less

 

 

 

 

 

$

20,155

 

 

$

20,157

 

 

In accordance with the Company's investment policy, investments are placed in investment grade securities with high credit quality issuers, and generally limit the amount of credit exposure to any one issuer. The Company evaluates securities for impairment at the end of each reporting period. The Company did not record any impairment charges related to its available-for-sale securities during the three and nine months ended September 30, 2023 and 2022.