Axogen, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Fair Value Considerations

Fair Value Considerations

9 Months Ended

Sep. 30, 2021

Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for classification and disclosure of fair value measurements as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company classifies cash equivalents and investments according to the hierarchy of techniques used to determine fair value based on the types of inputs. The Company has elected the Fair Value Option for all investments in debt securities.

On June 30, 2020, the Company entered into a seven-year financing agreement with Oberland Capital (the “Oberland Facility” - See Note - 10 Long-Term Debt), and concluded that the term debt instrument included certain embedded features that required separate accounting (the “Debt Derivative Liability”) and that the equity contract entered into concurrently was required to be classified as a liability and recorded at its fair value. These instruments were determined to be financial liabilities requiring Level 3 fair value measurements.

The following table represents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020:


(In thousands)	(Level 1)		(Level 2)		(Level 3)		Total
September 30, 2021
Assets:
Money market funds	$	33,334	$	—	$	—	$	33,334
U.S. government securities	8,021		—		—		8,021
Commercial paper	—		36,968		—		36,968
Total assets	$	41,355	$	36,968	$	—	$	78,323

Liabilities
Oberland facility	$	—	$	—	$	49,837	$	49,837
Debt derivative liabilities	—		—		3,822		3,822
Total liabilities	$	—	$	—	$	53,659	$	53,659


	(Level 1)		(Level 2)		(Level 3)		Total
December 31, 2020
Assets:
Money market funds	$	23,044	$	—	$	—	$	23,044
U.S. government securities	12,123		—		—		12,123
Corporate bonds	—		6,408		—		6,408
Commercial paper	—		36,668		—		36,668

Total assets	$	35,167	$	43,076	$	—	$	78,243

Liabilities
Oberland facility	$	—	$	—	$	36,855	$	36,855
Debt derivative liability	—		—		2,497		2,497
Total liabilities	$	—	$	—	$	39,352	$	39,352

Oberland Facility

The Company estimates the fair value of long-term debt under the Oberland Facility using a discounted cash flow analysis and rates being offered for similar loans to borrowers with similar credit ratings. The discounted cash flow model uses unobservable inputs, including estimates of discount rates and loan prepayments. Both tranches of the Oberland Facility are classified as Level 3. The estimated fair value of the Company’s long-term debt under the Oberland Facility was $49,837 and $36,855 at September 30, 2021 and December 31, 2020, respectively (See Note 10 - Long-Term Debt).

Debt Derivative Liabilities

The Debt Derivative Liabilities are measured using a ‘with and without’ valuation model to compare the fair value of the Oberland Facility including the identified embedded derivative features and the fair value of a plain vanilla note with the same terms. The fair value of the Oberland Facility including the embedded derivative features was determined using a probability-weighted expected return model based on four potential settlement scenarios for the Oberland Facility due to (a) a mandatory prepayment event between January 1, 2024 and the respective maturity dates of June 30, 2027 and June 30, 2028 for the first and second tranche, respectively; (b) the prepayment of the Oberland Facility at the Company’s option; and (c) the repayment of the Oberland Facility at its maturity in accordance with the terms of the debt agreement. The estimated settlement value of each scenario, which would include any required make-whole payment (See Note 10 - Long-Term Debt) is then discounted to present value using a discount rate that is derived based on the initial terms of the Oberland Facility at issuance and corroborated utilizing a synthetic credit rating analysis.

The significant inputs that are included in the valuation of the Debt Derivative Liability - first tranche include:


	September 30, 2021			December 31, 2020
Input
Remaining term (years)	5.75			6.50
Maturity date	June 30, 2027			June 30, 2027
Coupon rate	9.50	%		9.50	%
Revenue participation payments	Maximum each year			Maximum each year
Discount rate	8.78	%	(1)	8.70	%	(1)
Probability of mandatory prepayment before 2024	5.0	%	(1)	5.0	%	(1)
Estimated timing of mandatory prepayment event before 2024	December 31, 2023		(1)	December 31, 2023		(1)
Probability of mandatory prepayment 2024 or after	15.0	%	(1)	15.0	%	(1)
Estimated timing of mandatory prepayment event 2024 or after	March 31, 2026		(1)	March 31, 2026		(1)
Probability of optional prepayment event	5.0	%	(1)	5.0	%	(1)
Estimated timing of optional prepayment event	December 31, 2025		(1)	December 31, 2025		(1)

(1)Represents a significant unobservable input

The significant inputs that are included in the valuation of the Debt Derivative Liability - second tranche include:


	September 30, 2021
Input
Remaining term (years)	6.75
Maturity date	June 30, 2028
Coupon rate	9.5%
Revenue participation payments	Maximum each year
Discount rate	11.3	%	(1)
Probability of mandatory prepayment before 2024	5.0%		(1)
Estimated timing of mandatory prepayment event before 2024	December 31, 2023		(1)
Probability of mandatory prepayment 2024 or after	15.0%		(1)
Estimated timing of mandatory prepayment event 2024 or after	March 31, 2026		(1)
Probability of optional prepayment event	5.0%		(1)
Estimated timing of optional prepayment event	December 31, 2025		(1)

(1)Represents a significant unobservable input

There were no changes in the levels or methodology of the measurement of financial assets or liabilities during the three and nine months ended September 30, 2021. The maturity dates of the Company’s investments are less than one year.

The following represents the rollforward of the fair value of instruments classified as Level 3 measurements for the three and nine months ended September 30, 2021 (in thousands):


Quarter Ending September 30, 2021
Beginning Balance, July 1, 2021	$	54,439


Change in fair value of Oberland Facility	(826)
Change in fair value of debt derivatives	46
Ending Balance, September 30, 2021	$	53,659

Nine Months Ending September 30, 2021
Beginning Balance, January 1, 2021	$	39,352
Addition of Oberland Facility - second tranche	13,827
Addition of debt derivative - second tranche	1,173
Change in fair value of Oberland Facility	(845)
Change in fair value of debt derivatives	152
Ending Balance, September 30, 2021	$	53,659

- 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.

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