Fair Value of Financial Assets and Liabilities

12 Months Ended

Dec. 31, 2021

Fair Value of Financial Assets and Liabilities

5. Fair Value of Financial Assets and Liabilities

The Company’s cash and cash equivalents of

$618.3 million and $440.1 million as of December 31, 2021 and 2020, respectively, are held in cash and money market funds which are classified as Level 1 within the fair value hierarchy because they are valued using quoted prices in active markets. These are the Company’s only Level 1 financial instruments. The Company does not hold any Level 2 financial instruments. The

Company’s

contingent consideration liabilities of $24.4 million and $39.8 million as of December 31, 2021 and 2020, respectively, are the Company’s only

Level

3 financial instruments.

There were

no transfers of financial instruments between Level 1, Level 2 and Level 3 during the periods presented.

Level 3 Financial Liabilities

The Company’s Level 3 financial liabilities relate to contingent consideration for acquisitions. Contingent consideration represents obligations of the Company to transfer cash and common stock to the sellers of certain acquired entities in the event that certain targets and milestones are met. As of December 31, 2021, the undiscounted maximum payment under these arrangements was $24.4 million which is expected to be paid over a period of up to 4 years. The primary method the Company used to estimate the fair value of the contingent consideration was a Monte Carlo simulation, which is based on significant inputs, such as forecasted future results of the acquired businesses, which are not observable in the market, discount rates and earnings volatility measures. The changes in the fair value of Level 3 financial liabilities are included within Operations and support in the accompanying consolidated statement

of operations (see Note 3 — “Business Combinations and Asset Acquisitions”).

The following tables present quantitative information regarding the significant unobservable inputs utilized by the Company to measure its Level 3 liabilities, consisting of different contingent consideration agreements, at fair value on a recurring basis:


	Year Ended December 31,
	2021	2020	2019
Discount rate	0.0% - 2.0%	0.0% - 2.0%	0.0% - 4.0%
Weighted average discount rate	0.5%	1.3%	3.3%
Earnings volatility	0.0% - 15.0%	0.0% - 18.0%	0.0% - 45.0%
Weighted average earnings volatility	3.3%	6.9%	12.0%

The following tables present the balances of contingent consideration as presented in the consolidated balance sheets (in millions):


	December 31,
	2021		2020
Accrued expenses and other current liabilities	$	12.9	$	19.1
Other non-current liabilities		11.5		20.7

Total contingent consideration	$	24.4	$	39.8

- 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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