v3.25.2
Fair value measurements and investments
6 Months Ended
Jun. 30, 2025
Fair Value Measurements And Investment Disclosure [Abstract]  
Fair value measurements and investments

6. Fair value measurements and investments

The fair value measurements of the Company's financial assets and liabilities measured on a recurring basis were as follows:

 

 

June 30,
2025

 

 

December 31,
2024

 

(U.S. Dollars, in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Neo Medical convertible loan agreement

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Neo Medical preferred equity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lattus contingent consideration

 

$

 

 

$

 

 

$

(14,027

)

 

$

(14,027

)

 

$

(15,400

)

Deferred compensation plan

 

 

 

 

 

(1,695

)

 

 

 

 

 

(1,695

)

 

 

(1,703

)

Total

 

$

 

 

$

(1,695

)

 

$

(14,027

)

 

$

(15,722

)

 

$

(17,103

)

Neo Medical Convertible Loan Agreement and Equity Investment

On October 1, 2020, the Company purchased shares of Neo Medical's preferred stock for consideration of $5.0 million and entered into a Convertible Loan Agreement (the "Convertible Loan") pursuant to which Orthofix loaned Neo Medical CHF 4.6 million, or $5.0 million at the date of issuance. In April 2024, the Company converted the Convertible Loan into shares of Neo Medical preferred equity securities. On November 14, 2024, the Company sold and transferred all shares of Neo Medical's preferred equity securities for CHF 6.6 million, or $7.4 million.

The table below presents a reconciliation of the beginning and ending balances of the Company's investment in Neo Medical preferred equity securities:

(Unaudited, U.S. Dollars, in thousands)

 

2025

 

 

2024

 

Fair value of Neo Medical preferred equity securities at January 1

 

$

 

 

$

4,951

 

Conversion of loan into preferred equity securities

 

 

 

 

 

8,224

 

Unrealized loss recognized in other expense, net

 

 

 

 

 

(2,233

)

Fair value of Neo Medical preferred equity securities at June 30

 

$

 

 

$

10,942

 

Cumulative unrealized loss on Neo Medical preferred equity securities

 

$

 

 

$

(2,953

)

 

The following table provides a reconciliation of the beginning and ending balances of the Convertible Loan, which was measured at fair value using significant unobservable inputs:

(Unaudited, U.S. Dollars, in thousands)

 

2025

 

 

2024

 

Fair value of Neo Medical Convertible Loan at January 1

 

$

 

 

$

6,760

 

Gain recognized in other comprehensive income

 

 

 

 

 

1,671

 

Interest recognized in interest income, net

 

 

 

 

 

162

 

Foreign currency remeasurement recognized in other expense, net

 

 

 

 

 

(602

)

Expected credit loss recognized in other income, net

 

 

 

 

 

260

 

Conversion into preferred equity securities

 

 

 

 

 

(8,224

)

Realized foreign currency loss recognized in other expense, net

 

 

 

 

 

(27

)

Fair value of Neo Medical Convertible Loan at June 30

 

$

 

 

$

 

 

 

 

 

 

 

 

Contractual value of Neo Medical Convertible Loan at June 30

 

$

 

 

$

 

Allowance for credit loss recognized in other income (expense), net

 

 

 

 

 

 

Amortized cost basis of Neo Medical Convertible Loan at June 30

 

$

 

 

$

 

Lattus Contingent Consideration

In connection with the merger with SeaSpine Holdings Corporation ("SeaSpine") in 2023 (the "SeaSpine Merger"), the Company assumed a contingent consideration obligation under a purchase agreement between SeaSpine and Lattus Spine LLC ("Lattus") executed in December 2022. Under the terms of this agreement, the Company may be required to make installment payments to Lattus (the "Lattus Contingent Consideration") at certain dates based on future net sales of certain products (the "Lateral Products").

The estimated fair value of the Lattus Contingent Consideration is determined using a Monte Carlo simulation and a discounted cash flow model requiring significant inputs which are not observable in the market. The significant inputs include assumptions related to the timing and probability of launch dates for the Lateral Products, estimated future sales of the Lateral Products, revenue risk-adjusted discount rate, revenue volatility, and discount rates matched to the timing of payments. The following table provides a reconciliation of the beginning and ending balances for the Lattus Contingent Consideration measured at estimated fair value using significant unobservable inputs (Level 3):

(Unaudited, U.S. Dollars, in thousands)

 

2025

 

 

2024

 

Lattus Contingent Consideration estimated fair value at January 1

 

$

15,400

 

 

$

8,500

 

Change in fair value recognized in acquisition-related amortization, impairment, and remeasurement

 

 

(1,373

)

 

 

4,240

 

Lattus Contingent Consideration estimated fair value at June 30

 

$

14,027

 

 

$

12,740

 

The estimated fair value of the Lattus Contingent Consideration as of June 30, 2025, was $14.0 million; however, the actual amount ultimately paid could be higher or lower this. As of June 30, 2025, the Company classified the remaining Lattus Contingent Consideration liability of $10.5 million and $3.5 million within other current liabilities and other long-term liabilities, respectively.

The following table provides quantitative information related to certain key assumptions utilized within the valuation as of June 30, 2025:

(Unaudited, U.S. Dollars, in thousands)

 

Fair Value as of
 June 30, 2025

 

 

Unobservable inputs

 

Estimate

Lattus Contingent Consideration

 

$

14,027

 

 

Counterparty discount rates

 

10.8% - 11.0%

 

 

 

 

 

Revenue risk-adjusted discount rates

 

6.4% - 6.8%