FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2016

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 4 – FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs that are generally unobservable and typically reflect management’s judgment about the assumptions that market participants would use in pricing the asset or liability.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. The impact of creditworthiness and nonperformance risk has been considered in the fair value measurements presented below. There were no movements of items between fair value hierarchies.

In thousands
			Fair Value Measurements Using
	Total as of June 30, 2016		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
Assets:
Cash and cash equivalents	$	44,320	$	44,320	$	—	$	—
Short-term investments		64	$	64		—		—
Derivative financial instruments		719		—		719		—
Total assets	$	45,103	$	44,384	$	719	$	—
Liabilities:
Contingent consideration	$	23,357	$	—	$	—	$	23,357
Total liabilities	$	23,357	$	—	$	—	$	23,357

In thousands
			Fair Value Measurements Using
	Total as of December 31, 2015		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
Assets:
Cash and cash equivalents	$	55,634	$	55,634	$	—	$	—
Short-term investments		69		69		—		—
Derivative financial instruments		1,207		—		1,207		—
Total assets	$	56,910	$	55,703	$	1,207	$	—
Liabilities:
Contingent consideration	$	25,390	$	—	$	—	$	25,390
Total liabilities	$	25,390	$	—	$	—	$	25,390

For our derivative financial instruments we use a market approach valuation technique based on observable market transactions of spot and forward rates.

We recorded a $0.7 million asset related to the fair value of the U.S. dollar - Canadian dollar foreign currency swap which was classified as other assets at June 30, 2016. The objective of the swap is to offset the foreign exchange risk to the U.S. dollar equivalent cash outflows for our Canadian subsidiary.

We had contingent consideration liabilities recorded using Level 3 inputs in the amount of $23.4 million, of which $7.5 million was classified as current liabilities at June 30, 2016. Contingent consideration liabilities were $25.4 million at December 31, 2015 of which $9.1 million was classified as current liabilities. Contingent consideration represents amounts expected to be paid as part of acquisition consideration only if certain future events occur. These events are usually targets for revenues or earnings related to the business acquired. We arrive at the fair value of contingent consideration by applying a weighted probability of potential payment outcomes. The calculation of these potential outcomes is dependent on both past financial performance and management assumptions about future performance. If the financial performance measures were all fully met, our maximum liability would be $40.7 million at June 30, 2016. Contingent consideration liabilities are reassessed each quarter and are reflected in the Condensed Consolidated Balance Sheets as part of “Other current liabilities” and “Other liabilities”. Changes to contingent consideration are reflected in the table below:

In thousands
Contingent consideration at January 1, 2016	$	25,390
Increases due to acquisitions		75
Decrease due to payments		(1,169	)
Changes due to foreign currency fluctuations		1,705
Changes in fair value reflected in Selling, general, and administrative expenses		(2,644	)
Contingent consideration at June 30, 2016	$	23,357

Fair Value of Debt: At June 30, 2016, the fair value of the Company’s debt obligations was estimated, using Level 2 inputs, at $3.08 billion compare to a carrying amount of $3.13 billion. At December 31, 2015, the fair value of the Company’s debt obligations was estimated, using Level 2 inputs, at $3.22 billion compared to a carrying amount of $3.21 billion. The fair values were estimated using an income approach by applying market interest rates for comparable instruments. The Company has no current plans to retire a significant amount of its debt prior to maturity.