Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2017

Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable.

The market approach is applied for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value balances are classified based on the observability of those inputs.

A fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). Level 2 measurements utilize observable inputs in active markets for similar assets and liabilities, or, quoted prices in markets that are not active.

In estimating the fair value of the financial instruments presented, we used the following methods and assumptions:

Cash and cash equivalents

For cash and cash equivalents, the carrying value is a reasonable estimate of fair value due to the short-term nature of the instruments.

Restricted cash

Restricted cash is comprised of certificates of deposit that are pledged for various letters of credit secured by us and escrow accounts due to acquisitions and divestitures. We deem the carrying value to be a reasonable estimate of fair value due to the nature of these instruments.

Contingent consideration

The fair value of the contingent consideration was estimated using the Monte-Carlo simulation model, which relies on significant assumption and estimates including discount rates and future market conditions, among others.

Long-term debt

The fair value of debt was estimated based on the current rates available to us for similar debt of the same remaining maturities and consideration of our default and credit risk.

Swaps

The fair value of the interest rate swap agreements were estimated based on market-value quotes received from the counterparties to the agreements.

The fair values of our financial instruments as of September 30, 2017 are presented in the following table:



	Fair Value Measurements Using
(in thousands)	Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash and cash equivalents	$	149,411	$	—	$	—	$	149,411
Restricted cash	—		13,532		—		13,532
Total Financial Assets	$	149,411	$	13,532	$	—	$	162,943

Financial Liabilities:
Contingent consideration	$	—	$	—	$	1,800	$	1,800
Total debt	—		1,825,984		—		1,825,984
Total Financial Liabilities	$	—	$	1,825,984	$	1,800	$	1,827,784

Swaps:
Asset for swap	$	—	$	5,951	$	—	$	5,951
Liability for swap	$	—	$	217	$	—	$	217

The fair values of our financial instruments as of December 31, 2016 are presented in the following table:



	Fair Value Measurements Using
(in thousands)	Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash and cash equivalents	$	72,031	$	—	$	—	$	72,031
Restricted cash	—		17,943		—		17,943
Total Financial Assets	$	72,031	$	17,943	$	—	$	89,974

Financial Liabilities:
Total debt	$	—	$	1,622,811	$	—	$	1,622,811

Swaps:
Asset for swap	$	—	$	5,392	$	—	$	5,392
Liability for swap	$	—	$	2,283	$	—	$	2,283

There were no transfers between Level 1, Level 2 or Level 3 securities during the three and nine months ended September 30, 2017. In connection with our call option related to the Mercury acquisition, we recorded a loss of $4.6 million in our condensed consolidated statement of operations for both the three and nine months ended September 30, 2017. See Note 11 - Acquisitions for further discussion.

In connection with our acquisition of Myriad in August 2017, we entered into a contingent consideration agreement of up to $3.0 million to be paid in cash in 2019 upon the achievement of certain revenue targets in fiscal years 2017 and 2018. See Note 11 - Acquisition for further discussion. We fair valued the contingent payment using the Monte-Carlo simulation model and initially recorded $1.8 million as contingent consideration. The contingent payment is fair-valued quarterly and changes are recorded within loss on extinguishment of debt and other, net in our condensed consolidated statement of operations.

- 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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