Fair Value Measurements

12 Months Ended

Dec. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

7. Fair Value Measurements

ASC 820, “Fair Value Measurement,” establishes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the third is considered unobservable:

Level 1: Quoted prices for identical assets or liabilities in active markets which the Company can access

Level 2: Observable inputs other than those described in Level 1

Level 3: Unobservable inputs

Current Assets and Liabilities

The Company’s cash equivalents are highly liquid investments with original maturities of three months or less, which represent an asset the Company measures at fair value on a recurring basis. The Company determines the fair value of cash equivalents using a market approach based on quoted prices in active markets. The fair values of cash, accounts receivable, income taxes receivable, accounts payable, income taxes payable and accrued expenses and other current liabilities approximate their carrying values because of their short-term nature.

Foreign Currency Contracts

The Company addresses market risks from changes in foreign currency exchange rates through a risk management program that includes the use of derivative financial instruments to mitigate certain balance sheet foreign currency transaction exposures. The Company uses foreign currency forward contracts as a part of its strategy to manage exposures related to foreign currency denominated monetary assets and liabilities.

Contingent Considerations

On July 31, 2019, the Company acquired ARGES. Under the purchase and sale agreement for the ARGES acquisition, the former owner of ARGES is eligible to receive contingent consideration based on the achievement of certain revenue targets by the Company from August 2019 through December 2026. The undiscounted range of possible contingent consideration is zero to €10.0 million. If the revenue targets are achieved, the contingent consideration would be payable annually with the first payment due in the first quarter of 2021. The estimated fair value of the contingent consideration of €7.1 million ($7.9 million) was determined based on the Monte Carlo valuation method and was recorded as part of the purchase price as of the acquisition date. Subsequent changes in the estimated fair value of the contingent consideration liability are recorded in the consolidated statement of operations in restructuring and acquisition related costs until the liability is fully settled. Based on revenue performance as of December 31, 2019 and the most recent revenue projections for fiscal years 2020 to 2026, the fair value of the contingent consideration was adjusted to €7.0 million ($7.9 million), which is reported as a long-term liability in other liabilities on the consolidated balance sheet as of December 31, 2019.

On April 16, 2019, the Company acquired Ingenia. Under the purchase and sale agreement for the Ingenia acquisition, the former shareholders of Ingenia are eligible to receive contingent consideration based on the achievement of certain revenue targets by the Company from April 2019 through March 2022. The undiscounted range of possible contingent consideration is zero to €8.0 million. If the revenue targets are achieved, the contingent consideration would be payable in three annual installments from 2020 to 2022. The estimated fair value of the contingent consideration of €5.8 million ($6.6 million) as of the acquisition date was determined based on the Monte Carlo valuation method and was recorded as part of the purchase price as of the acquisition date. Subsequent changes in the estimated fair value of the contingent consideration liability are recorded in the consolidated statement of operations in restructuring and acquisition related costs until the liability is fully settled. Based on revenue performance as of December 31, 2019 and the most recent revenue projections for fiscal years 2020 to 2022, the fair value of the contingent consideration was adjusted to €5.9 million ($6.7 million) as of December 31, 2019.

On December 14, 2016, the Company acquired certain video signal processing and management technologies used in medical visualization solutions. Under the purchase and sale agreement, the owners are eligible to receive contingent consideration based on the achievement of certain revenue targets by the Company from 2018 to 2021 from products utilizing the acquired technologies. The undiscounted range of possible contingent consideration is zero to €5.5 million ($6.6 million). If such targets are achieved, the contingent consideration would be payable in four installments from 2019 to 2022. As the acquired assets did not meet the definition of a business, the fair value of the contingent consideration is recognized when probable and estimable and is capitalized as part of the cost of the acquired assets. Subsequent changes in the estimated fair value of this contingent liability are recorded as adjustments to the carrying value of the asset acquired and amortized over the remaining useful life of the underlying asset. Based on revenue performance as of December 31, 2019 and the most recent revenue projections for fiscal years 2020 and 2021, the fair value of the contingent consideration was adjusted to $5.8 million as of December 31, 2019. The first payment of $2.6 million will be due in the first quarter of 2020.

The following table summarizes the fair values of the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 (in thousands):

			Quoted Prices in				Significant Other
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents	$	9,262	$	9,262	$	—	$	—
Prepaid expenses and other current assets:
Foreign currency forward contracts		50		—		50		—
	$	9,312	$	9,262	$	50	$	—
Liabilities
Accrued expenses and other current liabilities:
Contingent considerations - Current	$	3,813	$	—	$	—	$	3,813
Foreign currency forward contracts		99		—		99		—
Other liabilities:
Contingent considerations - Long-term		16,504		—		—		16,504
	$	20,416	$	—	$	99	$	20,317

The following table summarizes the fair values of the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 (in thousands):

			Quoted Prices in				Significant Other
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
Assets
Cash equivalents	$	4,288	$	4,288	$	—	$	—
Prepaid expenses and other current assets:
Foreign currency forward contracts		15		—		15		—
	$	4,303	$	4,288	$	15	$	—
Liabilities
Accrued expenses and other current liabilities:
Foreign currency forward contracts	$	182	$	—	$	182	$	—
Other liabilities:
Contingent considerations - Long-term		3,376		—		—		3,376
	$	3,558	$	—	$	182	$	3,376

During the years ended December 31, 2019 and 2018, there were no transfers between fair value levels.

Changes in the fair value of Level 3 contingent considerations for the year ended December 31, 2019 were as follows (in thousands):

	Contingent Considerations
Balance at December 31, 2018	$	3,376
Acquisition of ARGES		7,870
Acquisition of Ingenia		6,569
Fair value adjustments		2,489
Effect of foreign exchange rates		13
Balance at December 31, 2019	$	20,317

The following table provides qualitative information associated with the fair value measurement of the Company’s Level 3 liabilities:

Liability	December 31, 2019 Fair Value (in thousands)	Valuation Technique	Unobservable Inputs	Percentage Applied
Contingent consideration (ARGES)	$7,899	Monte Carlo method	Historical and projected revenues from July 2019 through December 2026	N/A
			Revenue volatility	36.0%
			Cost of debt	1.4%
			Discount rate	7.3%
Contingent consideration (Ingenia)	$6,653	Monte Carlo method	Historical and projected revenues from April 2019 through March 2022	N/A
			Revenue volatility	36.0%
			Cost of debt	0.9%
			Discount rate	15.3%
Contingent consideration (Other)	$5,765	Discounted cash flow method	Historical and projected revenues for fiscal years 2018 to 2021	N/A
			Discount rate	22.8%

See Note 11 for a discussion of the estimated fair value of the Company’s outstanding debt and Note 14 for a discussion of the estimated fair value of the Company’s pension plan assets.