XML 83 R12.htm IDEA: XBRL DOCUMENT

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2019

The fair values of the Company’s cash and cash equivalents, classified as Level 1 within the fair value hierarchy, approximate carrying value due to their short maturities.

The fair value of the Company’s long-term debt, classified as Level 2 within the fair value hierarchy, approximates its carrying value, as it is variable rate debt and the terms are comparable to market terms as of the balance sheet dates.

Recurring Fair Value Measurements

Certain financial liabilities are measured at fair value on a recurring basis on the Condensed Consolidated Balance Sheets. The following table summarizes the valuation of those liabilities as of the dates presented (in millions):



	Fair Value as of September 30, 2019								Fair Value as of December 31, 2018
Liabilities:	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Interest rate swap	$	—	$	8.1	$	—	$	8.1	$	—	$	1.7	$	—	$	1.7
Earn-Out Consideration - Fully ⁽¹⁾	—		—		5.0		5.0		—		—		—		—
Contingent consideration related to a previously completed acquisition	—		—		0.8		0.8		—		—		0.8		0.8

(1) The maximum amount of Earn-Out Consideration as of September 30, 2019 is $15.0 million. Changes in the fair value of the Earn-Out Consideration during the Measurement Period attributable to additional information related to the facts and circumstances that existed as of the Acquisition Date will be recorded as an offset to Goodwill. All other changes will be included within Selling, general and administrative expenses.

Interest Rate Swap

The fair value of the interest rate swap is based on observable prices as quoted for receiving the variable one-month London Interbank Offered Rates (LIBOR) and paying fixed interest rates and therefore is classified as Level 2 within the fair value hierarchy.

Non-Recurring Fair Value Measurements

Other than the fair value measurements applied to the acquisition of Fully (see Note 4), the Company did not have any non-recurring fair value measurements during the nine months ended September 30, 2019.

- 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.

+ References + Details