Fair Value Measurements
12 Months Ended
Dec. 31, 2018
Fair Value Measurements  
Fair Value Measurements

16.  Fair Value Measurements

 

The following table summarizes the financial instruments measured at fair value on a recurring basis in the consolidated balance sheets (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

Quoted Prices

    

Significant

    

Significant

 

 

 

 

 

 

in Active

 

Other

 

Other

 

 

 

 

 

 

Markets for 

 

Observable

 

Unobservable

 

 

 

 

 

 

Identical Items

 

Inputs

 

Inputs

 

 

 

Total

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Balance at December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock warrant liability

 

$

105

 

$

 —

 

$

 —

 

$

105

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock warrant liability

 

$

4,391

 

$

 —

 

$

 —

 

$

4,391

 

 

Derivative Liabilities

 

The Company’s common stock warrant liability represents the only asset or liability classified financial instrument measured at fair value on a recurring basis in the consolidated balance sheets.  The fair value measurement is determined by using Level 3 inputs due to the lack of active and observable markets that can be used to price identical assets.  Level 3 inputs are unobservable inputs and should be used to determine fair value only when observable inputs are not available.  Unobservable inputs should be developed based on the best information available in the circumstances, which might include internally generated data and assumptions being used to price the asset or liability.

 

Fair value of the common stock warrant liability is based on the Black-Scholes pricing model which is based, in part, upon unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions.

 

The Company used the following assumptions for its liability-classified common stock warrants:

 

 

 

 

 

 

 

 

Year ended

 

 

December 31, 2018

 

December 31, 2017

Risk-free interest rate

 

1.64% - 2.66%

 

1.01% - 2.01%

Volatility

 

18.40% - 81.69%

 

43.60% - 108.77%

Expected average term

 

0.01 - 1.53

 

0.14 - 5.23

 

There was no expected dividend yield for the warrants granted.

 

If factors change and different assumptions are used, the warrant liability and the change in estimated fair value could be materially different. Generally, as the market price of our common stock increases, the fair value of the warrants increase, and conversely, as the market price of our common stock decreases, the fair value of the warrants decrease. Also, a significant increase in the volatility of the market price of the Company’s common stock, in isolation, would result in significantly higher fair value measurements; and a significant decrease in volatility would result in significantly lower fair value measurements.

 

The following table shows the activity in the common stock warrant liability (in thousands):

 

 

 

 

 

 

 

 

 

2018

    

2017

 

Beginning of period

$

4,391

 

$

11,387

 

Change in fair value of common stock warrants

 

(4,286)

 

 

15,188

 

Issuance of common stock warrants

 

 —

 

 

4,905

 

Exercise of common stock warrants

 

 —

 

 

(27,089)

 

End of period

$

105

 

$

4,391

 

 

Equity Instruments

 

The fair value measurement of the Company’s equity-classified common stock warrants further described in Note 13, Warrant Transaction Agreements, is determined by using Level 3 inputs due to the lack of active and observable markets that can be used to price identical instruments. 

 

Fair value of the equity-classified common stock warrants is based on the Monte Carlo pricing model which is based, in part, upon unobservable inputs for which there is little or no market data, requiring the Company to develop its own assumptions.

 

The Company used the following assumptions for its equity-classified common stock warrants for the years ended December 31, 2018 and 2017:

 

 

 

 

 

 

 

 

Year ended

 

 

December 31, 2018

 

December 31, 2017

Risk-free interest rate

 

2.60% -  3.02%

 

2.30% -  2.47%

Volatility

 

75.00% - 85.00%

 

85.00% -  90.00%

Expected average term

 

8.26 -  9.30

 

9.26 - 10.00

 

The Monte Carlo pricing models used in the determination of the fair value of the equity-classified warrants also incorporate assumptions involving future revenues associated with Amazon and Walmart, and related timing.

 

The following table represents the fair value per warrant on the execution date of the transaction agreements and as of December 31, 2018 and 2017:

 

 

 

 

 

 

 

 

 

Amazon Warrant Shares

 

 

Walmart Warrant Shares

Issuance date - first tranche

$

1.15

 

$

1.88

As of vesting date - second tranche, first installment

 

2.16

 

 

 —

As of vesting date - second tranche, second installment

 

1.54

 

 

 —

As of December 2018 - second tranche

 

0.98

 

 

0.92

As of December 2017 - second tranche

 

2.13

 

 

1.92