FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2021

The Company measures certain financial assets and liabilities at fair value in accordance with the policy described in Note 3 – Summary of Significant Accounting Policies included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

The following tables present the classification within the fair value hierarchy of financial assets and liabilities not disclosed elsewhere in these Condensed Consolidated Financial Statements that are remeasured on a recurring basis as of June 30, 2021 and December 31, 2020. Other than the Company’s fixed-rate convertible debt disclosed in Note 9 – Debt, there were no financial assets or liabilities that were remeasured using a quoted price in active markets for identical assets (Level 1) as of June 30, 2021 or December 31, 2020.


	Fair Value Measurements as of June 30, 2021
		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Other current assets:
NQDC Plan assets		$	2,101	$	—	$	2,101

Other assets:
NQDC Plan assets		22,022		—		22,022
Restricted investments (1)		2,909		—		2,909
Total other assets		24,931		—		24,931
Total assets		$	27,032	$	—	$	27,032
Liabilities:
Current liabilities:
NQDC Plan liability		$	2,101	$	—	$	2,101
Contingent consideration		—		32,212		32,212
Total current liabilities		2,101		32,212		34,313
Other long-term liabilities:
NQDC Plan liability		22,022		—		22,022
Contingent consideration		—		30,760		30,760
Total other long-term liabilities		22,022		30,760		52,782
Total liabilities		$	24,123	$	62,972	$	87,095


	Fair Value Measurements as of December 31, 2020
	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Other current assets:
NQDC Plan assets	$	2,415	$	—	$	2,415


Other assets:
NQDC Plan assets	19,962		—		19,962
Restricted investments (1)	4,487		—		4,487

Total other assets	24,449		—		24,449
Total assets	$	26,864	$	—	$	26,864
Liabilities:
Current liabilities:
NQDC Plan liability	$	2,415	$	—	$	2,415


Other long-term liabilities:
NQDC Plan liability	19,962		—		19,962
Contingent consideration	—		60,130		60,130
Total other long-term liabilities	19,962		60,130		80,092
Total liabilities	$	22,377	$	60,130	$	82,507

(1) The restricted investments at June 30, 2021 and December 31, 2020 secure the Company's irrevocable standby letters of credit obtained in connection with certain commercial agreements.

There were no transfers between levels during the three and six months ended June 30, 2021.

Liabilities measured at fair value using Level 3 inputs primarily consisted of contingent consideration. The following tables represent a roll-forward of contingent consideration.


Contingent consideration as of December 31, 2020	$	60,130
Changes in the fair value of contingent consideration	4,488
Foreign exchange remeasurement of Euro denominated contingent consideration	(1,646)
Contingent consideration as of June 30, 2021	$	62,972

- 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.

+ References + Details