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Note 4 - Fair Value

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

Fair Value Disclosures [Text Block]

4.	Fair Value

The following are categories of assets and liabilities measured at fair value on a recurring basis using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

		September 30, 2022
		(in thousands)

Description		Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total
Assets measured at fair value
Cash and cash equivalents⁽¹⁾		$	13,870			$	-			$	-			$	13,870
Restricted cash			1,107				-				-				1,107
Short-term investments			-				72,481				-				72,481
Long-term investments			-				1,937				-				1,937
Total assets measured at fair value		$	14,977			$	74,418			$	-			$	89,395
Liabilities measured at fair value
Contingent consideration		$	-			$	-			$	1,203			$	1,203
Total liabilities measured at fair value		$	-			$	-			$	1,203			$	1,203

(1)

Includes investments that are readily convertible to cash with original maturities of 90 days or less.

		December 31, 2021
		(in thousands)

Description		Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total
Assets measured at fair value
Cash and cash equivalents⁽¹⁾		$	18,129			$	-			$	-			$	18,129
Restricted cash			1,154				-				-				1,154
Short-term investments			-				80,262				-				80,262
Long-term investments			-				37,435				-				37,435
Total assets measured at fair value		$	19,283			$	117,697			$	-			$	136,980
Liabilities measured at fair value
Contingent consideration		$	-			$	-			$	2,371			$	2,371
Total liabilities measured at fair value		$	-			$	-			$	2,371			$	2,371

(1)

Includes investments that are readily convertible to cash with original maturities of 90 days or less.

The carrying values of accounts receivable, prepaid expenses, employee retention tax credit receivables, other current assets, accounts payable, accrued employee compensation and benefits, accrued expenses, deferred revenue, and other current liabilities as of September 30, 2022, and December 31, 2021, approximate their fair values due to the short-term nature of these items.

The Company’s financial liabilities consisted of contingent consideration payable to Three Heads Investment S.r.l., related to the Company’s 2015 acquisition of the Senhance Surgical System from an assignor to Three Heads Investment S.r.l. (the “Senhance Acquisition”). Adjustments associated with the change in fair value of contingent consideration are included in the Company’s condensed consolidated statements of operations and comprehensive loss.

The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements for contingent consideration utilizing a Monte-Carlo simulation as of September 30, 2022 and December 31, 2021:

	Valuation Methodology		Significant Unobservable Input		September 30, 2022				December 31, 2021

Contingent consideration	Probability weighted income approach		Milestone dates		2031				2031
			Discount rate			16.5	%			9.5	%
			Revenue volatility			45.0	%			39.0	%
			EUR-to-USD exchange rate			0.98				1.14

The following table summarizes the change in fair value, as determined by Level 3 inputs for the contingent consideration for the nine months ended September 30, 2022 and 2021:

		Fair Value Measurement at Reporting Date (Level 3)
		(in thousands)
		Contingent consideration
Balance at December 31, 2021		$	2,371
Change in fair value			(1,168	)
Balance at September 30, 2022		$	1,203

Current portion		$	-
Long-term portion			1,203
Balance at September 30, 2022		$	1,203

Balance at December 31, 2020		$	3,936
Exercise of warrants			-
Change in fair value			1,013
Balance at September 30, 2021		$	4,949

Current portion		$	-
Long-term portion			4,949
Balance at September 30, 2021		$	4,949

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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