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Fair value measurements | 9 Months Ended
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Sep. 30, 2018
Fair Value Disclosures [Abstract] |
Fair value measurements | 5. Fair value measurements The fair value of the Company’s financial assets and liabilities measured on a recurring basis were as follows:
|  | September 30, 2018 |  |  | December 31, 2017 |
(U.S. Dollars, in thousands) |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |  |  | Total |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Collective trust funds |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 100 |
Treasury securities |  |  | 520 |  |  |  | — |  |  |  | — |  |  |  | 520 |  |  |  | 556 |
Equity warrants |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 311 |
Equity securities |  |  | — |  |  |  | 219 |  |  |  | — |  |  |  | 219 |  |  |  | 2,457 |
Debt security |  |  | — |  |  |  | — |  |  |  | 19,250 |  |  |  | 19,250 |  |  |  | 16,050 |
Total |  | $ | 520 |  |  | $ | 219 |  |  | $ | 19,250 |  |  | $ | 19,989 |  |  | $ | 19,474 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Contingent consideration |  | $ | — |  |  | $ | — |  |  | $ | (28,180 | ) |  | $ | (28,180 | ) |  | $ | — |
Deferred compensation plan |  |  | — |  |  |  | (1,291 | ) |  |  | — |  |  |  | (1,291 | ) |  |  | (1,379 | )
Total |  | $ | — |  |  | $ | (1,291 | ) |  | $ | (28,180 | ) |  | $ | (29,471 | ) |  | $ | (1,379 | )
Equity Warrants and Securities The Company holds investments in common stock and warrants to purchase shares of common stock of Bone Biologics. The Company’s common stock investments are recorded within other long-term assets while the warrants are recorded within other current assets or other long-term assets, dependent upon the expiration date. Prior to 2018, these instruments were accounted for at cost as the fair value of these instruments was not readily determinable. During the first quarter of 2018, the Company made an additional investment in Bone Biologics through the purchase of an additional 25,000 shares of common stock, after giving effect to a reverse stock split subsequent to the purchase, for $0.5 million. Effective January 1, 2018, the Company is required to measure these equity investments at fair value and recognize any changes in fair value in net income as a result of adopting ASU 2016-01. However, for certain equity investments that do not have readily determinable fair values, the new guidance allows entities to choose to measure these investments using a new measurement alternative, which values the investments at cost, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company elected to use the new measurement alternative for these equity investments in Bone Biologics, which resulted in an increase in the previously recorded value of the equity investments of $1.6 million, or $0.09 per share before taxes, based on an observable price in an orderly transaction during the three months ended March 31, 2018. During the three months ended September 30, 2018, Bone Biologics executed a series of equity financing activities which significantly diluted the Company’s ownership interest in the outstanding stock. After considering the new observable prices in these equity financing activities, and after giving consideration to going concern issues disclosed by Bone Biologics, the Company determined this investment was impaired and recorded an impairment charge of $4.4 million relating to its investments in Bone Biologics. These changes are classified within other income and expense. The changes in valuation of these securities for the three months and nine months ended September 30, 2018 and 2017 are shown below:
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
(U.S. Dollars, in thousands) |  | 2018 |  |  | 2017 |  |  | 2018 |  |  | 2017 |
Equity securities and warrants beginning balance |  | $ | 4,668 |  |  | $ | 2,768 |  |  | $ | 2,768 |  |  | $ | 2,768 |
Impact of adoption of ASU 2016-01 recognized in other income |  |  | — |  |  |  | — |  |  |  | 1,629 |  |  |  | — |
Purchase of additional common stock |  |  | — |  |  |  | — |  |  |  | 500 |  |  |  | — |
Fair value adjustments, expirations, and impairments recognized in other expense |  |  | (4,449 | ) |  |  | — |  |  |  | (4,678 | ) |  |  | — |
Equity securities and warrants ending balance |  | $ | 219 |  |  | $ | 2,768 |  |  | $ | 219 |  |  | $ | 2,768 |
Debt Security The Company holds a debt security of eNeura, Inc., a privately held medical technology company that is developing devices for the treatment of migraines. The debt security matures on March 4, 2019. The fair value of the debt security, which is recorded within other current assets, is based upon significant unobservable inputs, including the use of a discounted cash flow model, requiring the Company to develop its own assumptions; therefore, the Company has categorized this asset as a Level 3 financial asset. As of September 30, 2018, the Company reassessed its estimate of fair value based on current financial information and other assumptions, resulting in a fair value of $19.3 million, an increase of $3.2 million when compared to the Company’s estimated fair value of the debt security as of December 31, 2017. This compares to an amortized cost basis in the debt security of $9.0 million. The following table provides a reconciliation of the beginning and ending balances for debt securities measured at fair value using significant unobservable inputs (Level 3):
(U.S. Dollars, in thousands) |  | 2018 |  |  | 2017 |
Debt security at January 1 |  | $ | 16,050 |  |  | $ | 12,220 |
Accrued interest income |  |  | — |  |  |  | — |
Gains or losses recorded for the period |  |  |  |  |  |  |  |
Recognized in net income |  |  | — |  |  |  | (5,585 | )
Recognized in other comprehensive income |  |  | 3,200 |  |  |  | 2,365 |
Debt security at September 30 |  | $ | 19,250 |  |  | $ | 9,000 |
Contingent Consideration The contingent consideration consists of potential future milestone payments of up to $60.0 million in cash associated with the Spinal Kinetics acquisition. The milestone payments include (i) up to $15.0 million if the FDA grants approval of Spinal Kinetics’ 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 M6-C artificial cervical disc and the M6-L artificial lumbar disc. Milestones must be achieved within five years of April 30, 2018 to trigger applicable payments. The fair value of the contingent consideration arrangement at the acquisition date was $25.5 million and was $28.2 million as of September 30, 2018; however, the actual amount ultimately paid could be higher or lower than the fair value of the contingent consideration. The increase in fair value of $2.7 million was recorded as an operating expense labeled changes in fair value of contingent consideration. Approximately $13.6 million of this liability is included within other current liabilities and $14.6 million is included within other long-term liabilities. The Company estimated the fair value of the contingent consideration attributable to the FDA Milestone using a probability-weighted discounted cash flow model. This fair value is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The key assumptions in applying the probability-weighted discounted cash flow model include the Company’s estimation of the probability and timing of obtaining FDA approval for the M6-C artificial disc. The Company currently expects to obtain approval from the FDA mid-2019. Significant changes in these assumptions could result in a significantly higher or lower fair value. The Company estimated the fair value of the potential future revenue-based milestone payments using a Monte Carlo simulation. 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 Monte Carlo valuation model include the Company’s forecasted future revenues for Spinal Kinetics products, discount rate 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 reconciliation of the beginning and ending balances for the contingent consideration measured at fair value using significant unobservable inputs (Level 3):
(U.S. Dollars, in thousands) |  | 2018 |
Contingent consideration at January 1 |  | $ | — |
Acquisition date fair value |  |  | 25,491 |
Increase in fair value recognized in operating expenses |  |  | 2,689 |
Contingent consideration at September 30 |  | $ | 28,180 |

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -URI http://asc.fasb.org/topic&trid=2155941 + Details
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