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Fair Value | 6 Months Ended
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Jun. 25, 2016
Fair Value Disclosures [Abstract] |
FAIR VALUE | 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 six months ended June 25, 2016 and June 27, 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:
| June 25, 2016
| Level 1 |  | Level 2 |  | Level 3 |  | Total
| (in thousands)
Cash equivalents | $ | — |  |  | $ | 5,962 |  |  | $ | — |  |  | $ | 5,962 |
Other current assets: |  |  |  |  |  |  |
Mutual funds | 4,627 |  |  | — |  |  | — |  |  | 4,627 |
Other assets: |  |  |  |  |  |  |
Life insurance policies | — |  |  | 20,321 |  |  | — |  |  | 20,321 |
Total assets measured at fair value | $ | 4,627 |  |  | $ | 26,283 |  |  | $ | — |  |  | $ | 30,910 |
Other current liabilities: |  |  |  |  |  |  |
Contingent consideration | $ | — |  |  | $ | — |  |  | $ | 1,309 |  |  | $ | 1,309 |
Redeemable noncontrolling interest | — |  |  | — |  |  | 25,824 |  |  | 25,824 |
Total liabilities and redeemable noncontrolling interest measured at fair value | $ | — |  |  | $ | — |  |  | $ | 27,133 |  |  | $ | 27,133 |
| 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 |
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 provides 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 then appraised value beginning in January 2016. These rights are accelerated if certain conditions are met. As the noncontrolling interest holders can require the Company to purchase the remaining 25% interest, the noncontrolling interest is classified in the mezzanine section of the condensed consolidated balance sheet, which is above the equity section and below liabilities. The following table provides a rollforward of the fair value of the Company’s redeemable noncontrolling interest related to the acquisition of Vital River.
| Six Months Ended
| June 25, 2016 |  | June 27, 2015
| (in thousands)
Beginning balance | $ | 28,008 |  |  | $ | 28,419 |
Additions | — |  |  | — |
Total gains or losses (realized/unrealized): |  |  |
Net income attributable to noncontrolling interest | 320 |  |  | 364 |
Foreign currency translation | (653 | ) |  | 112 |
Change in fair value, included in additional paid-in capital | (1,851 | ) |  | 1,081 |
Ending balance | $ | 25,824 |  |  | $ | 29,976 |
As of June 25, 2016, the significant unobservable inputs used in the fair value measurement of the Company’s redeemable noncontrolling interest are the estimated future cash flows based on projected financial data and a discount rate of 18.0%. Significant changes in the timing or amounts of the estimated future cash flows would result in a significantly higher or lower fair value measurement. Significant increases or decreases in the discount rate would result in a significantly lower or higher fair value measurement, respectively. A 1% increase in the discount rate used would result in a $1.6 million decrease in the fair value of the redeemable noncontrolling interest. 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%. 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. These rights are exercisable beginning in 2019 and are accelerated in certain events. Contingent Consideration The following table provides a rollforward of the contingent consideration related to the business acquisitions.
| Six Months Ended
| June 25, 2016 |  | June 27, 2015
| (in thousands)
Beginning balance | $ | 1,370 |  |  | $ | 2,828 |
Additions | 600 |  |  | 675 |
Payments | (674 | ) |  | — |
Total gains or losses (realized/unrealized): |  |  |
Reversal of previously recorded contingent liability and change in fair value | 13 |  |  | (672 | )
Ending balance | $ | 1,309 |  |  | $ | 2,831 |
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.

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- 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 Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 30 -URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14064-108612 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 21 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13537-108611 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 16 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13504-108611 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13433-108611 + Details
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