Fair Value Measurement:

3 Months Ended

Mar. 31, 2017

Fair Value Measurement

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs that may be used to measure fair value:


•	Level 1: quoted prices in active markets for identical assets or liabilities;

•

Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or


•	Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities.

In accordance with ASC 805, business combination accounting guidance, contingent consideration, such as earn-outs, are recorded as a liability at the acquisition date fair value and any subsequent changes in fair value are recognized in earnings for each reporting period. Pfizer may be entitled up to $225 million in cash if certain performance targets for the combined company for the three years ending December 31, 2019 are achieved. The initial estimated fair value of the earn-out was determined to be $19 million. The initial fair value of the earn-out was determined using a Monte Carlo simulation model. The model includes several assumptions including the probability of achieving the targeted adjusted EBITDA, market price of risk and asset volatility of comparable companies. At each reporting date subsequent to the acquisition we will remeasure the earn-out and recognize any changes in value. If the probability of achieving the performance target is significantly greater than initially anticipated, the realization of an additional liability and related expense will have a significant impact on our financial statements in the period recognized.

Our contingent earn-out liability is separately stated in our condensed consolidated balance sheets.

The assets related to our Dominican Republic manufacturing facilities are classified as assets held-for-sale. These assets are separately stated in our condensed consolidated balance sheet. The fair value of these assets was determined as part of the HIS business valuation and was based on estimated sales price less costs to sell.

There were no transfers between Levels during the three months ended March 31, 2017.

Our liabilities measured at fair value on a recurring basis consisted of the following (Level 1, 2 and 3 inputs as defined above) (in thousands):



	Fair value measurements at March 31, 2017 using
	Total carrying value		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)
Liabilities:
Earn-out liability	$	19,000	$	—	$	—	$	19,000
Total Liabilities	$	19,000	$	—	$	—	$	19,000

Our assets measured at fair value on a nonrecurring basis consisted of the following (Level 1, 2 and 3 inputs as defined above) (in thousands):



	Fair value measurements at March 31, 2017 using
	Total carrying value		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)
Assets:
Assets held-for-sale	$	2,508	$	—	$	—	2,508
Total Assets	$	2,508	$	—	$	—	$	2,508

- 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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