FAIR VALUE

6 Months Ended

Mar. 29, 2019

Assets/Liabilities Measured at Fair Value on a Recurring Basis

In the tables below, the Company has segregated all assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date.



	Fair Value Measurement Using
	Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs			Total
Type of Instruments	(Level 1)		(Level 2)		(Level 3)			Balance
(In millions)
Assets at March 29, 2019:
Cash equivalents:
Money market funds	$	4.0	$	—	$	—		$	4.0
Available-for-sale securities: ⁽¹⁾
MPTC Series B-1 Bonds	—		26.1		—			26.1
MPTC Series B-2 Bonds	—		24.1		—			24.1
APTC securities	—		6.3		—			6.3
GPTC securities	—		8.5		—			8.5
Total assets measured at fair value	$	4.0	$	65.0	$	—		$	69.0

Liabilities at March 29, 2019:
Contingent consideration	$	—	$	—	$	(17.8	)	$	(17.8	)
Total liabilities measured at fair value	$	—	$	—	$	(17.8	)	$	(17.8	)

Assets at September 28, 2018:
Cash equivalents:
Money market funds	$	44.1	$	—	$	—		$	44.1
Available-for- sale securities:
MPTC Series B-1 Bonds ⁽²⁾	—		25.1		—			25.1
MPTC Series B-2 Bonds ⁽¹⁾	—		23.1		—			23.1
APTC securities ⁽²⁾	—		6.4		—			6.4
GPTC securities ⁽²⁾	—		7.9		—			7.9
Total assets measured at fair value	$	44.1	$	62.5	$	—		$	106.6

Liabilities at September 28, 2018:
Contingent consideration	$	—	$	—	$	(24.4	)	$	(24.4	)
Total liabilities measured at fair value	$	—	$	—	$	(24.4	)	$	(24.4	)


⁽¹⁾	Included in other assets on the Company's Condensed Consolidated Balance Sheets.


⁽²⁾	Included in prepaid and other current assets on the Company's Condensed Consolidated Balance Sheets because the Company had the ability and intent to sell this security in the next twelve months.

The Company classifies its money market funds as Level 1 because they have daily liquidity, quoted prices for the underlying investments can be obtained, and there are active markets for the underlying investments. The Company's Level 2 available-for-sale securities consist of bonds for the Maryland Proton Therapy Center ("MPTC"), Alabama Proton Therapy Center (“APTC”), and Georgia Proton Treatment Center ("GPTC"). The observable inputs for these securities are comparable bond issues, broker/dealer quotations for the same or similar investments in active markets, and other observable inputs such as yields, credit risks, default rates, and volatility. As of March 29, 2019, and September 28, 2018, the carrying amount of the Company's Level 1 money market funds and Level 2 available-for-sale securities approximated their respective fair values. See Note 14, "Proton Solutions Loans and Investments," for further information about the available-for-sale securities.

The Company measures the fair value of its Level 3 contingent consideration liabilities based on the income approach by using a discounted cash flow model with key assumptions that include estimated sales units or revenues of the acquired business, the probability of completing certain milestone targets during the earn-out period, volatility, and estimated discount rates corresponding to the periods of expected payments. If the estimated sales units, revenues or probability of completing certain milestones were to increase or decrease during the respective earn-out period, the fair value of the contingent consideration would increase or decrease, respectively. If the estimated discount rates were to increase or decrease, the fair value of contingent consideration would decrease or increase, respectively. Changes in volatility may result in an increase or decrease in the fair value of contingent consideration. The Company's contingent consideration is from its business combinations and is included in accrued liabilities and other long-term liabilities on the Condensed Consolidated Balance Sheets.

The following table presents the reconciliation for all assets and liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3):



(In millions)	Contingent Consideration
Balance at September 28, 2018	$	(24.4	)
Business combination	(5.3		)
Measurement period adjustment to a business combination in prior year	11.9
Balance at March 29, 2019	$	(17.8	)

There were no transfers of assets or liabilities between fair value measurement levels during either the three and six months ended March 29, 2019, or the three and six months ended March 30, 2018. Transfers between fair value measurement levels are recognized at the end of the reporting period.

Fair Value of Other Financial Instruments

The fair values of certain of the Company’s financial instruments, including bank deposits included in cash equivalents, trade and unbilled receivables, net of allowance for doubtful accounts, revolving loan to California Proton Therapy Center ("CPTC"), Rinecker Proton Therapy Center ("RPTC") senior secured debt, and accounts payable approximate their carrying amounts due to their short maturities.

As of March 29, 2019, the fair value of the Term Loan with CPTC approximated its carrying value of $44.0 million. The carrying value is based on the present value of expected future cash payments discounted at a rate reflecting the nature and duration of the loans, risks involved with CPTC, and its industry. As a result, the Term Loan is categorized as Level 3 in the fair value hierarchy. See Note 14, "Proton Solutions Loans and Investments," for further information.

The Company's equity investments in privately-held companies were $41.1 million and $37.2 million at March 29, 2019 and September 28, 2018, respectively. Equity investments without readily determinable fair value are measured at cost and will be adjusted through net earnings when they are deemed to be impaired or when there is an adjustment from observable price changes. During the three and six months ended March 29, 2019, there were no impairment charges or adjustments resulting from observable price changes for equity investments without readily determinable fair value.

The fair value of the outstanding long-term notes receivable, including accrued interest, approximated their carrying value of $31.6 million and $29.7 million at March 29, 2019 and September 28, 2018, respectively, because they are based on terms of recent comparable transactions and are categorized as Level 3 in the fair value hierarchy. The fair value is based on the income approach by using the discounted cash flow model with key assumptions that include discount rates corresponding to the terms and risks as well as underlying cash flow assumptions. See Note 14, "Proton Solutions Loans and Investments," for information on the long-term notes receivable.

- 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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