Annual report pursuant to Section 13 and 15(d)

Fair Value Measurements

v3.21.1
Fair Value Measurements
12 Months Ended
Dec. 31, 2020
Fair Value Measurements  
Fair Value Measurements

6. Fair Value Measurements

Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as accounts payable, accrued expenses and other current liabilities.

Fair Value of Caelum

The Company values its investment in Caelum in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, and as of December 31, 2020, estimated the fair value to be $17.6 million based on a per share value of $2.43. As of December 31, 2020, the following inputs were utilized to derive the value: risk free rate of return of 0.36%, volatility of 70% and a discount for lack of marketability of 21.0% to 31.0% based on maturity dates of various scenerios.  Further, the Company considered the impact of the acquisition of Alexion by AZ, which if consummated, will shorten the timeframe in which the option will be exercised in accordance with the A&R DOSPA.

As of December 31, 2019, the estimated fair value of the Company’s investment in Caelum was $11.1 million based on a per share value of $1.54. As of December 31, 2019, the following inputs were utilized to derive the value: risk free rate of return of 1.6%, volatility of 70% and a discount for lack of marketability of 28.7%.

Caelum Warrant Liability

The fair value of Caelum's warrant liability, which was issued in connection with Caelum’s convertible note, was written up to the full value of the liability prior to the conversion of the notes in January 2019 (see Note 10). The fair value was measured using a Monte Carlo simulation valuation methodology. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring Caelum’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of January 2019 was as follows:

    

January

 

2019

Risk-free interest rate

 

2.905% - 2.909

%

Expected dividend yield

 

%

Expected term in years

 

3.84 - 3.96

Expected volatility

 

70

%

In connection with the DOSPA Caelum's convertible notes automatically converted into common shares of Caelum and the warrant liability payable to the placement agent in connection with the placement of the convertible notes was also issued (see Note 10).

Fair Value of

Derivative

Warrant

($ in thousands)

    

Liability

Beginning balance at January 1, 2019

$

991

Issuance of warrant due to conversion of note

 

(991)

Ending balance at December 31, 2019

$

Caelum Convertible Notes

Caelum’s convertible debt was measured at fair value using the Monte Carlo simulation valuation methodology. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring Caelum’s convertible debt that is categorized within Level 3. As of December 31, 2018, conversion of the Caelum Convertible Notes was probable and as such the fair value approximated cost. The Caelum Convertible Notes were converted during 2019. As of January 2019 the following inputs were utilized to derive the notes’ fair value:

January

 

    

2019

 

Risk-free interest rate

 

2.302

%

Expected dividend yield

 

%

Expected term in years

 

0.32

Expected volatility

 

67

%

    

Caelum

Convertible

Notes, at fair

($ in thousands)

value

Beginning balance at January 1, 2019

$

9,914

Change in fair value of convertible notes

 

(9,914)

Ending balance at December 31, 2019

$

Cyprium Warrant Liability

The fair value of the Cyprium Contingently Issuable Warrants in connection with the 2018 Venture Debt was determined by applying management’s estimate of the probability of issuance of the Contingently Issuable Warrants together with an option-pricing model, with the following key assumptions:

December 31, 

 

2020

2019

 

Risk-free interest rate

    

0.69

%  

1.92

%

Expected dividend yield

 

 

Expected term in years

 

10.0

 

10

Expected volatility

 

85

%  

93

%

Probability of issuance of the warrant

 

100

%  

5

%

Cyprium

Contingently

Issuable Warrant

($ in thousands)

Liability

Beginning balance at January 1, 2019

$

Change in fair value

27

Ending balance at December 31, 2019

$

27

Change in fair value

1,189

Reclass partner company's warrants from liability to equity

(1,216)

Ending balance at December 31, 2020

$

The following tables classify into the fair value hierarchy of Fortress’ financial instruments, measured at fair value on a recurring basis on the Consolidated Balance Sheets as of December 31, 2020 and 2019:

Fair Value Measurement as of  December 31, 2020

($ in thousands)

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets

 

  

 

  

 

  

 

  

Fair value of investment in Caelum

$

$

$

17,566

$

17,566

Total

$

$

$

17,566

$

17,566

Fair Value Measurement as of  December 31, 2019

($ in thousands)

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets

 

  

 

  

 

  

 

  

Fair value of investment in Caelum

 

$

 

$

 

$

11,148

 

$

11,148

Total

 

$

 

$

 

$

11,148

 

$

11,148

Fair Value Measurement as of  December 31, 2019

($ in thousands)

    

Level 1

    

Level 2

    

Level 3

    

Total

Liabilities

 

  

 

  

 

  

 

  

Warrant liabilities

 

$

 

$

 

$

27

 

$

27

Total

 

$

 

$

 

$

27

 

$

27

The table below provides a roll forward of the changes in fair value of Level 3 financial instruments for the years ended December 31, 2020 and 2019:

Investment in

Warrant

($ in thousands)

    

Caelum

    

 Liabilities

    

Total

Balance at December 31, 2019

$

11,148

$

27

$

11,175

Change in fair value

1,189

1,189

Reclass partner company's warrants from liability to equity

(1,216)

(1,216)

Change in fair value of investments

6,418

6,418

Balance at December 31, 2020

$

17,566

$

$

17,566

Investment

Caelum Convertible

Warrants

($ in thousands)

    

in Caelum

 Notes

liabilities

    

Total

Balance at December 31, 2018

$

$

9,914

$

991

$

10,905

Conversion of convertible notes

 

 

(9,914)

 

 

(9,914)

Issuance of warrant

 

 

 

(991)

 

(991)

Fair value of investment

 

11,148

 

 

 

11,148

Change in fair value of derivative liability

 

 

 

27

 

27

Balance at December 31, 2019

$

11,148

$

$

27

$

11,175