FAIR VALUE

The Company has certain assets, liabilities, and redeemable noncontrolling interest recorded at fair value, which have been classified as Level 1, 2, or 3 within the fair value hierarchy:


•	Level 1 - Fair values are determined utilizing prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.


•	Level 2 - Fair values are determined by utilizing quoted prices for identical or similar assets and liabilities in active markets or other market observable inputs such as interest rates, yield curves, and foreign currency spot rates.


•	Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

The fair value hierarchy level is determined by asset, liability, and redeemable noncontrolling interest class based on the lowest level of significant input. The observability of inputs may change for certain assets or liabilities. This condition could cause an asset or liability to be reclassified between levels. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter. During the nine months ended September 24, 2016 and September 26, 2015, there were no transfers between levels.

Valuation methodologies used for assets, liabilities, and the redeemable noncontrolling interest measured or disclosed at fair value are as follows:


•	Cash equivalents - Valued at market prices determined through third-party pricing services.


•	Mutual funds - Valued at the unadjusted quoted net asset value of shares held by the Company.


•	Foreign currency forward contracts - Valued using market observable inputs, such as forward foreign exchange points and foreign exchanges rates.


•	Life insurance policies - Valued at cash surrender value based on the fair value of underlying investments.


•	Contingent consideration - Valued based on a probability weighting of the future cash flows associated with the potential outcomes.


•	Redeemable noncontrolling interest - Valued using the income approach based on estimated future cash flows of the underlying business discounted by a weighted average cost of capital.

Assets, liabilities, and redeemable noncontrolling interest measured at fair value on a recurring basis are summarized below:



	September 24, 2016
	Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents	$	—	$	14	$	—	$	14
Other assets:
Life insurance policies	—		21,521		—		21,521
Total assets measured at fair value	$	—	$	21,535	$	—	$	21,535

Other current liabilities:
Contingent consideration	$	—	$	—	$	4,126	$	4,126
Total liabilities measured at fair value	$	—	$	—	$	4,126	$	4,126



	December 26, 2015
	Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents	$	—	$	190	$	—	$	190
Other current assets:
Mutual funds	4,509		—		—		4,509
Foreign currency forward contracts	—		15		—		15
Other assets:
Life insurance policies	—		20,364		—		20,364
Total assets measured at fair value	$	4,509	$	20,569	$	—	$	25,078

Other current liabilities:
Contingent consideration	$	—	$	—	$	1,172	$	1,172
Other long-term liabilities:
Contingent consideration	—		—		198		198
Redeemable noncontrolling interest	—		—		28,008		28,008
Total liabilities and redeemable noncontrolling interest measured at fair value	$	—	$	—	$	29,378	$	29,378

Contingent Consideration

The following table provides a rollforward of the contingent consideration related to the business acquisitions.



	Nine Months Ended
	September 24, 2016			September 26, 2015
	(in thousands)
Beginning balance	$	1,370		$	2,828
Additions	3,600			675
Payments	(874		)	(600		)
Total gains or losses (realized/unrealized):
Reversal of previously recorded contingent liability and change in fair value	30			(1,623		)
Ending balance	$	4,126		$	1,280

The significant unobservable inputs used in the fair value measurement of the Company’s contingent consideration are the probabilities of successful achievement of certain financial targets and a discount rate. Significant increases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value measurement, respectively. Significant increases or decreases in the discount rate would result in a significantly lower or higher fair value measurement, respectively.

Debt Instruments

The book value of the Company’s term and revolving loans, which are variable rate loans carried at amortized cost, approximates the fair value based on current market pricing of similar debt. As the fair value is based on significant other observable inputs, including current interest and foreign currency exchange rates, it is deemed to be Level 2.

Redeemable Noncontrolling Interest

The Company’s redeemable noncontrolling interest resulted from the acquisition of a 75% ownership interest in Vital River in January 2013. Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provided the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 25% of the entity for cash at its fair value beginning in January 2016.

On July 7, 2016, the Company purchased an additional 12% equity interest in Vital River for $10.8 million, resulting in total ownership of 87%. The Company recorded a $1.6 million gain in equity equal to the excess fair value of the 12% equity interest over the purchase price. Concurrent with the transaction, the original agreement was amended providing the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 13% equity interest at a contractually defined redemption value, subject to a redemption floor (embedded derivative). These rights are exercisable beginning in 2019 and are accelerated in certain events. The Company recorded a charge of $1.5 million in other income (expense), net, equal to the excess fair value of the hybrid instrument (equity interest with an embedded derivative) over the fair value of the 13% equity interest. As of September 24, 2016, the redeemable noncontrolling interest was measured at the greater of the amount that would be paid if settlement occurred at the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. As the noncontrolling interest holders have the ability to require the Company to purchase the remaining 13% interest, the noncontrolling interest is classified in the mezzanine section of the condensed consolidated balance sheet, which is presented above the equity section and below liabilities.

The following table provides a rollforward of the Company’s redeemable noncontrolling interest related to the acquisition of Vital River:



	Redeemable Noncontrolling Interest
	(in thousands)
December 26, 2015 (fair value)	$	28,008
Purchase of 12% equity interest	(12,360		)
Total gains or losses (realized/unrealized):
Net income attributable to noncontrolling interest	462
Foreign currency translation	(875		)
Modification of 13% purchase option	1,495
Change in fair value, included in additional paid-in capital	(1,690		)
September 24, 2016	$	15,040