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

Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurements

Fair Value Measurements

6 Months Ended

Jun. 30, 2019

6. Fair Value Measurements

Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as accounts payable, accrued expenses and other current liabilities.

Fair Value of Caelum

The Company valued its investment in Caelum in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, and estimated the fair value to be $11.2 million based on a per share value of $1.549. The following inputs were utilized to derive the value: risk free rate of return of 2.24%, volatility of 70% and a discount for lack of marketability of 27.9%.

In connection with the Development Option and Share Purchase Agreement ("DOSPA") between Caelum and Alexion Therapeutics, Inc., Caelum’s convertible notes automatically converted into common shares of Caelum and the warrant liability payable to the placement agent in connection with the placement of the convertible notes was also issued.

Caelum Warrant Liability

The Caelum warrant liability and convertible notes did not exist as of June 30, 2019. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring Caelum’s warrant liability that are categorized within Level 3 of the fair value hierarchy as of December 31, 2018 is as follows:


	December 31, 2018
Risk-free interest rate	2.905% – 2.909	%
Expected dividend yield	—	%
Expected term in years	3.84 – 3.96
Expected volatility	70	%


	Fair Value of
	Derivative
	Warrant
($ in thousands)	Liability
Beginning balance at January 1, 2019	$	991
Issuance of warrant due to conversion of note		(991)
Ending balance at June 30, 2019	$	—

Caelum Convertible Notes

A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring Caelum’s convertible notes that are categorized within Level 3 of the fair value hierarchy as of December 31, 2018 is as follows:


	December
	31, 2018
Risk-free interest rate	2.302	%
Expected dividend yield	—	%
Expected term in years	0.32
Expected volatility	67	%


	Caelum
	Convertible
	Notes, at fair
($ in thousands)	value
Beginning balance at January 1, 2019	$	9,914
Conversion of the convertible notes		(9,914)
Ending balance at June 30, 2019	$	—

The following tables classify into the fair value hierarchy of Fortress’ financial instruments, measured at fair value as of June 30, 2019 and December 31, 2018:


	Fair Value Measurement as of June 30, 2019
($ in thousands)	Level 1		Level 2		Level 3		Total
Assets
Fair value of investment in Caelum	$	—	$	—	$	11,193	$	11,193
Total	$	—	$	—	$	11,193	$	11,193


	Fair Value Measurement as of December 31, 2018
($ in thousands)	Level 1		Level 2		Level 3		Total
Liabilities
Caelum warrant liability	$	—	$	—	$	991	$	991
Caelum convertible notes, at fair value		—		—		9,914		9,914
Total	$	—	$	—	$	10,905	$	10,905

The table below provides a roll-forward of the changes in fair value of Level 3 financial instruments as of June 30, 2019:


			Caelum
	Investment in		Convertible
($ in thousands)	Caelum		Note		Warrant liabilities		Total
Balance at December 31, 2018	$	—	$	9,914	$	991	$	10,905
Conversion of convertible notes		—		(9,914)		—		(9,914)
Issuance of warrant		—		—		(991)		(991)
Fair value of investment		11,193		—		—		11,193
Balance at June 30, 2019	$	11,193	$	—	$	—	$	11,193

As of June 30, 2019, no transfers occurred between Level 1, Level 2 and Level 3 instruments.

- 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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