Annual report pursuant to Section 13 and 15(d)

Fair Value

v3.7.0.1
Fair Value
12 Months Ended
Dec. 31, 2016
Fair Value Disclosures [Abstract]  
Fair Value

Platinum has the right to convert into common stock all or any portion of the unpaid principal or unpaid interest accrued on all draws under the Platinum credit facility, under certain circumstances. Platinum’s debt instrument, including the embedded option to convert such debt into common stock, is recorded at fair value on the consolidated balance sheets and deemed to be a derivative instrument as the amount of shares to be issued upon conversion is indeterminable. The estimated fair value of the Platinum notes payable is $9.6 million and $11.5 million at December 31, 2016 and 2015, respectively.

 

MT issued warrants to purchase MT Common Stock with certain characteristics including a net settlement provision that require the warrants to be accounted for as a derivative liability at fair value on the consolidated balance sheets. The estimated fair value of the MT warrants is $63,000 at both December 31, 2016 and 2015, and will continue to be measured on a recurring basis. See Notes 1(m) and 9.

 

The following tables set forth, by level, financial liabilities measured at fair value on a recurring basis:

 

    Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2016
     
     

Quoted Prices

in Active

Markets for

Identical

Assets and

Liabilities

     

Significant

Other

Observable

Inputs

     

Significant

Unobservable

Inputs (a)(b)

     

Balance as of

December 31,

 
Description     (Level 1)       (Level 2)       (Level 3)       2016  
Platinum notes payable   $ —       $ —       $ 9,641,179     $ 9,641,179  
Liability related to MT warrants     —         —         63,000       63,000  

 

    Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2015
     
     

Quoted Prices

in Active

Markets for

Identical

Assets and

Liabilities

     

Significant

Other

Observable

Inputs

     

Significant

Unobservable

Inputs (a)(b)

     

Balance as of

December 31,

 
Description     (Level 1)       (Level 2)       (Level 3)       2015  
Platinum notes payable   $ —       $ —       $ 11,491,253     $ 11,491,253  
Liability related to MT warrants     —         —         63,000       63,000  

 

a.    Valuation Processes-Level 3 Measurements: The Company utilizes third-party valuation services that use complex models such as Monte Carlo simulation to estimate the value of our financial liabilities. Each reporting period, the Company provides significant unobservable inputs to the third-party valuation experts based on current internal estimates and forecasts. The assumptions used in the Monte Carlo simulation as of December 31, 2016 and 2015 are summarized in the following table:

 

    2016     2015  
Estimated volatility   76%     58%  
Expected term (in years)   4.75     5.75  
Debt rate   8.125%     14.125%  
Beginning stock price   $0.64     $1.33  

 

In addition, as of December 31, 2016 the Company estimated a 95% chance that the majority of the Platinum debt would be repaid in connection with the closing of the Asset Sale to Cardinal Health 414 during the first quarter of 2017.

 

b.    Sensitivity Analysis-Level 3 Measurements: Changes in the Company’s current internal estimates and forecasts are likely to cause material changes in the fair value of certain liabilities. The significant unobservable inputs used in the fair value measurement of the liabilities include the amount and timing of future draws expected to be taken under the Platinum Loan Agreement based on current internal forecasts, management’s estimate of the likelihood of actually making those draws as opposed to obtaining other sources of financing, and management’s estimate of the likelihood of paying off the debt prior to maturity. Significant increases (decreases) in any of the significant unobservable inputs would result in a higher (lower) fair value measurement. A change in one of the inputs would not necessarily result in a directionally similar change in the others.

 

There were no Level 1 or Level 2 liabilities outstanding at any time during the years ended December 31, 2016 and 2015. There were no transfers in or out of our Level 1 or Level 2 liabilities during the years ended December 31, 2016 and 2015. Changes in the estimated fair value of our Level 3 liabilities relating to unrealized gains (losses) are recorded as changes in fair value of financial instruments in the consolidated statements of operations. The change in the estimated fair value of our Level 3 liabilities during the years ended December 31, 2016, 2015 and 2014 was a decrease of $2.9 million and increases of $615,000 and $1.3 million, respectively.