Fair value measurements and investments | 7. Fair value measurements and investments The fair value of the Company’s financial assets and liabilities measured on a recurring basis were as follows: March 31, 2021 December 31, 2020 (U.S. Dollars, in thousands) Level 1 Level 2 Level 3 Total Total Assets Neo Medical preferred equity securities $ — $ 5,000 $ — $ 5,000 $ 5,000 Neo Medical convertible loan agreement — — 6,200 6,200 7,160 Bone Biologics equity securities — — — — — Total $ — $ 5,000 $ 6,200 $ 11,200 $ 12,160 Liabilities Spinal Kinetics contingent consideration $ — $ — $ (36,900 ) $ (36,900 ) $ (35,400 ) Other contingent consideration — — (375 ) (375 ) (375 ) Deferred compensation plan — (1,381 ) — (1,381 ) (1,441 ) Total $ — $ (1,381 ) $ (37,275 ) $ (38,656 ) $ (37,216 ) Neo Medical Equity Investment and Convertible Loan Agreement On October 1, 2020, the Company purchased preferred shares of Neo Medical SA, a privately held Swiss-based Medtech company (“Neo Medical”), for consideration of $5.0 million and entered into a Convertible Loan Agreement pursuant to which Orthofix loaned Neo Medical CHF 4.6 million (the “Convertible Loan”). The equity securities are recorded in other long-term assets and are considered an investment that does not have a readily determinable fair value. As such, the Company measures this investment at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. As of March 31, 2021, the carrying value of this investment remained at $5.0 million. The loan bears interest at 8.0%, with interest due semi-annually. At each interest payment date, the borrower may elect to capitalize any interest due to the then outstanding principal balance of the loan. The Convertible Loan matures on October 1, 2024, provided that if a change in control of Neo Medical occurs prior to the maturity date, the Convertible Loan shall become immediately due upon such event. The Convertible Loan is recorded in other long-term assets as an available for sale debt security at fair value, with applicable interest recorded in interest income. Some of the more significant unobservable inputs used in the fair value measurement of the Convertible Loan include applicable discount rates, implied volatility, the likelihood and projected timing of repayment or conversion, and projected cash flows in support of the estimated enterprise value of Neo Medical. Holding other inputs constant, changes in these assumptions could result in a significant change in the fair value of the Convertible Loan. If the amortized cost of the Convertible Loan exceeds its estimated fair value, the security is deemed to be impaired, and must be evaluated for the recognition of credit losses. Impairment resulting from credit losses is recognized within the statement of income, while impairment resulting from other factors is recognized within other comprehensive income. As of March 31, 2021, the Company has not recognized any credit losses related to the Convertible Loan. The following table provides a reconciliation of the beginning and ending balances of the Convertible Loan, measured at fair value using significant unobservable inputs (Level 3): (U.S. Dollars, in thousands) 2021 2020 Fair value of Neo Medical Convertible Loan at January 1 $ 7,160 $ — Interest recognized in interest income, net 96 — Foreign currency remeasurement recognized in other expense, net (330 ) — Unrealized loss recognized in other comprehensive loss (726 ) — Fair value of Neo Medical Convertible Loan at March 31 6,200 — Amortized cost basis of Neo Medical Convertible Loan at March 31 5,045 — The following table provides quantitative information related to certain key assumptions utilized within the valuation as of March 31, 2021: (U.S. Dollars, in thousands) Fair Value as of March 31, 2021 Unobservable inputs Estimate Neo Medical Convertible Loan $ 6,200 Cost of equity discount rate 21.9 % Implied volatility 92.7 % Contingent Consideration The Company recognized a contingent consideration obligation in connection with the acquisition of Spinal Kinetics in 2018. The Spinal Kinetics contingent consideration consisted of potential future milestone payments of up to $60.0 million in cash. The milestone payments included (i) $15.0 million upon U.S. Food and Drug Administration (“FDA”) approval of the M6-C artificial cervical disc (the “FDA Milestone”) and (ii) revenue-based milestone payments of up to $45.0 million in connection with future sales of the acquired artificial discs. Milestones must be achieved within five years of April 30, 2018 to trigger applicable payments. The FDA Milestone was achieved and paid in 2019. In the first quarter of 2021, the Company achieved trailing-twelve month artificial disc sales of over $30.0 million, triggering the obligation of a $15.0 million milestone payment. The Company expects to make this payment in the second quarter of 2021. The estimated fair value of the remaining Spinal Kinetics contingent consideration, inclusive of the $15.0 million milestone payment discussed above, was $36.9 million as of March 31, 2021. The estimated fair value reflects assumptions made by management as of March 31, 2021, such as the expected timing and volume of elective procedures and the impact of these procedures on future revenues. However, the actual amount ultimately paid could be higher or lower than the fair value of the remaining contingent consideration. As of March 31, 2021, the Company has classified $15.0 million of the liability within other current liabilities, and $21.9 million within other long-term liabilities. Any changes in fair value are recorded as an operating expense within acquisition-related amortization and remeasurement. The following table provides a reconciliation of the beginning and ending balances for the Spinal Kinetics contingent consideration measured at estimated fair value using significant unobservable inputs (Level 3): (U.S. Dollars, in thousands) 2021 2020 Spinal Kinetics contingent consideration estimated fair value at January 1 $ 35,400 $ 42,700 Increase (decrease) in fair value recognized in acquisition-related amortization and remeasurement 1,500 (9,000 ) Spinal Kinetics contingent consideration estimated fair value at March 31 $ 36,900 $ 33,700 The Company estimated the fair value of the remaining potential future revenue-based milestone payments using a Monte Carlo simulation and a discounted cash flow model. This fair value measurement is based on significant inputs that are unobservable in the market and thus represents a Level 3 measurement. The key assumptions in applying the valuation model include the Company’s forecasted future revenues for Spinal Kinetics products, the expected timing of payment, applicable discount rates applied, and assumptions for potential volatility of the Company’s forecasted revenue. Significant changes in these assumptions could result in a significantly higher or lower fair value. The following table provides a range of key assumptions used within the valuation as of March 31, 2021. (U.S. Dollars, in thousands) Fair Value as of March 31, 2021 Valuation Technique Unobservable inputs Range Spinal Kinetics contingent consideration $ 36,900 Discounted cash flow Revenue discount rate 8.1% - 8.2% Payment discount rate 4.2% - 4.3% Projected year of payment 2021 - 2022 Other contingent consideration is attributable to an agreement closed in the third quarter of 2020 to acquire certain assets of a medical device distributor as a portion of the consideration was based upon meeting certain revenue-based targets. This contingent liability is measured using a probability-weighted cash flow analysis. |