FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2020

The methodologies and the fair value measurement levels used to determine the fair value of our financial assets and liabilities at June 30, 2020 were the same as those used at December 31, 2019.

The following table provides a reconciliation of the changes in Level 3 fair value measurements:


($ in millions)	Contingent Consideration
Balance at December 31, 2019	$	27.2
Change in valuation	(5.5)		⁽¹⁾
Payments	(10.7)
Balance at June 30, 2020	$	11.0	⁽²⁾

(1)Resulted primarily from changes in management projections of EBITDA.

(2)Includes $8.4 million present value for a payout to be made in 2021 for which the performance threshold has been met and $2.0 million of fair value contingent consideration based on a probability-weighted analysis of 2020 EBITDA projections. The maximum potential payment of all contingent consideration outstanding as of June 30, 2020 was $18.0 million, the majority of which would be due and payable through April 2022. The weighted-average discount rate used in the June 30, 2020 valuation was 4.9%.

Other Financial Instruments

The fair value of our 2024 Notes, which was estimated based on quoted prices in markets that are not active (i.e., Level 2 inputs), was $595.5 million as of June 30, 2020. The carrying values of the outstanding amounts under our Revolving Facility and our operating and finance lease assets and liabilities approximate fair value due to the nature of the underlying collateral associated with the debt along with floating interest rates.

- 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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