Fair Value Measurements

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of December 31, 2013 and 2012, consisted of the following (in thousands):

				Fair Value Measurements Using
	Total Fair			Quoted prices in		Significant other			Significant
	Value at			active markets		observable inputs			Unobservable inputs
Description	December 31, 2013			(Level 1)		(Level 2)			(Level 3)
Interest rate swap (1)	$	1,203		$	—	$	1,203		$	—
				Fair Value Measurements Using
	Total Fair			Quoted prices in		Significant other			Significant
	Value at			active markets		observable inputs			Unobservable inputs
Description	December 31, 2012			(Level 1)		(Level 2)			(Level 3)
Interest rate swap (1)	$	(1,788	)	$	—	$	(1,788	)	$	—

(1)    The fair value of the interest rate swap is determined based on forward yield curves.

Certain of our business combinations involve the potential for the payment of future contingent consideration, generally based on a percentage of future product sales or upon attaining specified future revenue milestones. See Note 2 for further information regarding these acquisitions. The contingent consideration liability is re-measured at the estimated fair value at each reporting period with the change in fair value recognized within selling, general, and administrative expenses in the accompanying consolidated statements of income. We measure the initial liability and re-measure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. Changes in the fair value of our contingent consideration liability during the years ended December 31, 2013 and 2012, consisted of the following (in thousands):

	2013			2012
Beginning balance	$	6,697		$	1,290
Contingent consideration liability recorded as the result of acquisitions (see Note 2)	—			4,704
Initial purchase price adjustments finalized over the period (see Note 2)	—			280
Fair value adjustments recorded to (income) expense during the period	(4,094		)	480
Contingent payments made	(77		)	(57		)
Ending balance	$	2,526		$	6,697

The recurring Level 3 measurement of our contingent consideration liability includes the following significant unobservable inputs at December 31, 2013 and 2012 (amount in thousands):

Contingent consideration liability	Fair value at December 31, 2013		Valuation technique	Unobservable inputs	Range
Revenue-based payments	$	2,282	Discounted cash flow	Discount rate	11% - 15%
				Probability of milestone payment	90%
				Projected year of payments	2014-2028
Other payments	$	244	Discounted cash flow	Discount rate	5.4%
				Probability of milestone payment	100%
				Projected year of payments	2014-2016
Contingent consideration liability	Fair value at December 31, 2012		Valuation technique	Unobservable inputs	Range
Revenue-based payments	$	6,370	Discounted cash flow	Discount rate	10% - 14.5%
				Probability of milestone payment	90%
				Projected year of payments	2013-2028
Other payments	$	327	Discounted cash flow	Discount rate	4.5%
				Probability of milestone payment	100%
				Projected year of payments	2013-2015

The contingent consideration liability is re-measured to fair value each reporting period using projected revenues, discount rates, probabilities of payment, and projected payment dates. Projected contingent payment amounts are discounted back to the current period using a discounted cash flow model. Projected revenues are based on our most recent internal operational budgets and long-range strategic plans. Increases (decreases) in discount rates and the time to payment may result in lower (higher) fair value measurements. A decrease in the probability of any milestone payment may result in lower fair value measurements. An increase (decrease) in either the discount rate or the time to payment, in isolation, may result in a significantly lower (higher) fair value measurement.

Our determination of the fair value of the contingent consideration liability could change in future periods based upon our ongoing evaluation of these significant unobservable inputs. We intend to record any such change in fair value to selling, general, and administrative expenses in our consolidated statements of income. As of December 31, 2013, approximately $2.3 million was included in other long-term obligations and $274,000 was included in accrued expenses in our consolidated balance sheet. As of December 31, 2012, approximately $5.9 million was included in other long-term obligations and $723,000 was included in accrued expenses in our consolidated balance sheet. The cash paid to settle the contingent consideration liability recognized at fair value as of the acquisition date (including measurement-period adjustments) has been reflected as a cash outflow from financing activities in the accompanying consolidated statements of cash flows.

During the years ended December 31, 2013, 2012 and 2011, we had losses of approximately $8.2 million, $55,000, and $103,000, respectively, related to the measurement of non-financial assets at fair value on a nonrecurring basis subsequent to their initial recognition. Of the total loss in 2013, approximately $8.1 million  related to the impairment of our intangible assets related to our Ostial acquisition (see Note 4) during the quarter ended September 30, 2013. The non-recurring fair values of the Ostial intangible assets as of September 30, 2013 were approximately $1.5 million for developed technology and $160,000 for other intangible assets. The fair value of these non-financial assets was measured using Level 3 inputs.

During the quarter ended December 31, 2012, we recognized an impairment charge of approximately $2.4 million, which is included in other expense in the accompanying consolidated statement of income, related to an investment in a privately-held company accounted for at cost. As of December 31, 2012, there was no remaining cost included in our consolidated balance sheets related to this investment, which we deemed to be an appropriate valuation methodology due to the financial position of the investee.

The carrying amount of cash and cash equivalents, receivables, and trade payables approximates fair value because of the immediate, short-term maturity of these financial instruments. The carrying amount of long-term debt approximates fair value, as determined by borrowing rates estimated to be available to us for debt with similar terms and conditions. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash and cash equivalents (Level 1).