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Fair Value Measurements
12 Months Ended
Dec. 31, 2018
Fair Value Disclosures [Abstract]  
Fair Value Measurements

12. FAIR VALUE MEASUREMENTS

ASC 820, “Fair Value Measurements and Disclosures”, defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In accordance with ASC 820, the Company has categorized its financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.

Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date.

Level 2 – Assets and liabilities whose values are based on quoted prices for similar attributes in active markets; quoted prices in markets where trading occurs infrequently; and inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 – Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets (in millions):

 

 

  

December 31, 2018

 

 

  

Total Fair Value

and Carrying

Value on

Balance Sheet

 

  

Fair Value Measurement Category

 

 

  

 

 

  

Level 1

 

  

Level 2

 

  

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market account  

 

$

34.6

 

 

$

 

 

$

34.6

 

 

$

 

Certificate of deposit

 

 

8.2

 

 

 

 

 

 

8.2

 

 

 

 

Corporate bonds

 

$

124.2

 

 

$

 

 

$

124.2

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Contingent consideration

 

$

8.1

 

 

$

 

 

$

 

 

$

8.1

 

 

 

  

December 31, 2017

 

 

  

Total Fair Value

and Carrying

Value on

Balance Sheet

 

  

Fair Value Measurement Category

 

 

  

 

 

  

Level 1

 

  

Level 2

 

  

Level 3

 

Liabilities:

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Contingent consideration (1)

  

$

12.1

  

  

$

  

  

$

  

  

$

12.1

 

 

(1)

Amount reported as of and for the year ended December 31, 2017 has been revised. See Note 3.

 

The liability for contingent consideration is related to the acquisition of Headway. The fair value of this contingent consideration is estimated to be $7.8 million and $15.9 million as of December 31, 2018 and 2017, respectively by applying the real options technique in accordance with ASC 805-30-25-5. Key assumptions include risk-neutral expected growth rates based on management’s assessments of expected growth in Net Revenue and EBITDA, respectively, adjusted by appropriate factors capturing their correlation with the market and volatility, discounted at a cost of debt rate ranging from 3.78% to 4.93% over the three year period.  These are significant inputs that are not observable in the market, which ASC 820-10-35 refers to as Level 3 inputs. This contingent liability has been reflected in the Consolidated Balance Sheet as of December 31, 2018 as noncurrent liabilities of $7.8 million, and as of December 31, 2017 as current and noncurrent liabilities of $2.3 million and $13.6 million, respectively. The Company has not completed the process, described in the agreements related to the acquisition of Headway, of finalizing the calculation of the contingent consideration, if any, related to the acquisition of Headway with respect to calendar year 2018. As a result, as of the date of this filing the Company is unable to determine the final amount of such contingent consideration, if any, to be paid with respect to calendar year 2018. The determination of the final amount of such contingent consideration, if any, to be paid with respect to calendar year 2018 may result in adjustments in future periods to the fair value of the Company’s liability for contingent consideration.