Fair Value Measurement (Notes)

12 Months Ended

Dec. 31, 2019

FAIR VALUE MEASUREMENTS

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:


•	Level 1: quoted prices in active markets for identical assets or liabilities;

•

Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or


•	Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities.

In 2017, we recognized an earn-out liability upon the acquisition of HIS from Pfizer. Pfizer was entitled up to $225 million in cash if certain performance targets for the combined company for the three years ending December 31, 2019 were achieved. The initial fair value of the earn-out was determined by employing a Monte Carlo simulation in a risk neutral framework. The underlying simulated variable was adjusted EBITDA. The adjusted EBITDA volatility estimate was based on a study of historical asset volatility for a set of comparable public companies. The model included other assumptions including the market price of risk, which was calculated as the weighted average cost of capital ("WACC") less the long term risk free rate. The initial value assigned to the contingent consideration was a result of forecasted product demand of our HIS business, as discussed further in Note 2: Acquisitions. At each reporting date subsequent to the acquisition we remeasured the earn-out using the same methodology above and recognize any changes in value. As of December 31, 2019, it was determined that we did not meet the necessary performance targets that would require payout of any of the HIS earn-out liability.

In the fourth quarter of 2019, we recognized an earn-out liability related to the acquisition of Pursuit (see Note 2, Acquisitions). Pursuit's equity holders are potentially entitled up to $50.0 million in additional cash consideration contingent upon the achievement of certain sales and gross profit targets for specific customers.The earn-out paid will be calculated as a percentage of gross profit achieved during the earn-out period against a pre-determined target gross profit, not to exceed $50.0 million. We used a Monte Carlo simulation model to determine the fair value of the earn-out. The Monte Carlo simulation model utilizes multiple input variables to determine the value of the earn-out including historical volatility, a risk free interest rate, counter party credit risk and projected future gross profit, see below simulation input table related to Pursuit. The historical volatility was based on the median of ICU and a certain peer group. The risk-free interest rate is equal to the yield, as of the valuation date, of the zero-coupon U.S. Treasury bill that is commensurate with the term of the earn-out. The counter party credit risk is based on a synthetic credit rating of B1. If the probabilities in the model significantly change from what we initially and subsequently anticipate, the change could have a significant impact on our financial statements in the period recognized. Our contingent earn-out liability is separately stated in our consolidated balance sheets.

The following table provides a reconciliation of our Level 3 earn-out liabilities measured at estimated fair value based on an initial valuation and updated quarterly for the years ended December 31, 2019, 2018 and 2017 (in thousands):



	Earn-out Liability
Contingent earn-out liability, January 1, 2017	$	—
Acquisition date fair value estimate of earn-out	19,000
Change in fair value of contingent earn-out (included in income from operations as a separate line item)	8,000
Contingent earn-out liability, December 31, 2017	$	27,000
Acquisition date fair value estimate of earn-out	—
Change in fair value of contingent earn-out (included in income from operations as a separate line item)	20,400
Contingent earn-out liability, December 31, 2018	47,400
Acquisition date fair value estimate of earn-out⁽¹⁾	17,300
Change in fair value of contingent earn-out (included in income from operations as a separate line item)	(47,400		)
Contingent earn-out liability, December 31, 2019	$	17,300

_________________________

⁽¹⁾Relates to our acquisition of Pursuit, (see Note 2, Acquisitions).

Changes in the fair value of the HIS earn-out subsequent to the fair value calculated at acquisition are due to a change in the forecast of the underlying target, adjusted EBITDA, and due to changes in other assumptions used in the Monte Carlo simulation, as detailed in the below table.

The following tables provide quantitative information about Level 3 inputs for fair value measurement of our earn-out liabilities as of the acquisition date to December 31, 2019. Significant increases or decreases in these inputs in isolation could result in a significant impact on our fair value measurement.

HIS Earn-out



Simulation Input	As of December 31, 2018		As of December 31, 2017		At Acquisition February 3, 2017
Adjusted EBITDA Volatility	30.00	%	26.00	%	29.00	%
WACC	8.25	%	8.75	%	10.00	%
20-year risk free rate	2.87	%	2.58	%	2.82	%
Market price of risk	5.24	%	5.99	%	6.93	%
Cost of debt	5.25	%	4.08	%	4.16	%

Pursuit Earn-out



Simulation Input	As of December 31, 2019		At Acquisition November 2, 2019
Revenue/Gross Profit Volatility	20.00	%	20.00	%
Discount Rate	15.00	%	15.00	%
Risk free rate	1.55	%	1.55	%
Counter Party Risk	6.00	%	6.00	%

The fair value of our investments, which consists of corporate bonds, is estimated using observable market based inputs such as quoted prices, interest rates and yield curves or Level 2 inputs.

The fair value of our Level 2 forward currency contract is estimated using observable market inputs such as known notional value amounts, spot and forward exchange rates. These inputs relate to liquid, heavily traded currencies with active markets which are available for the full term of the derivative.

There were no transfers between levels in 2019 or 2018.

Our assets and liabilities measured at fair value on a recurring basis consisted of the following (Level 1, 2 and 3 inputs as defined above) (in thousands):



	Fair value measurements at December 31, 2019
	Total carrying value		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)
Assets:
Available for sale debt securities:
Short-term	$	23,967	$	—	$	23,967	$	—
Foreign exchange forwards:
Prepaid expenses and other current assets	2,366		—		2,366		—
Total Assets	$	26,333	$	—	$	26,333	$	—

Liabilities:

Earn-out liability	$	17,300	$	—	$	—	$	17,300
Total Liabilities	$	17,300	$	—	$	—	$	17,300



	Fair value measurements at December 31, 2018
	Total carrying value		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)
Assets:
Available for sale debt securities:
Short-term	$	37,329	$	—	$	37,329	$	—
Long-term	2,025		—		2,025		—
Foreign exchange forwards:
Prepaid expenses and other current assets	187		$	—	$	187	$	—
Other assets	545		$	—	$	545	$	—
Total Assets	$	39,354	$	—	$	39,354	$	—

Liabilities:

Earn-out liability	$	47,400	$	—	$	—	$	47,400
Total Liabilities	$	47,400	$	—	$	—	$	47,400

- 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.

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