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Fair Value Measurements

12 Months Ended

Jun. 30, 2020

3. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial instruments reflects the amounts that the Company estimates to receive in connection with the sale of an asset or paid in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The fair value of contingent consideration related to the Sividon acquisition as well as the long-term debt were categorized as a Level 3 liability, as the measurement amount is based primarily on significant inputs not observable in the market. The fair value hierarchy prioritizes the use of inputs used in valuation techniques into the following three levels:

Level 1—quoted prices in active markets for identical assets and liabilities.

Level 2— observable inputs other than quoted prices in active markets for identical assets and liabilities; quoted prices 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. Some of the Company’s marketable securities primarily utilize broker quotes in a non-active market for valuation of these securities.

Level 3—unobservable inputs.

All of the Company’s financial instruments are valued using quoted prices in active markets or based on other observable inputs. For Level 2 securities, the Company uses a third-party pricing service which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application and corroborative information. For Level 3 contingent consideration, the Company reassesses the fair value of expected contingent consideration and the corresponding liability each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earn out

liability. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earn out period utilizing various potential pay-out scenarios. Probabilities were applied to each potential scenario and the resulting values were discounted using a rate that considers weighted average cost of capital as well as a specific risk premium associated with the riskiness of the earn out itself, the related projections, and the overall business. The contingent consideration liabilities are classified as a component of long-term and short-term contingent consideration in the Company’s consolidated balance sheets. Changes to the contingent consideration liabilities are reflected in change in the fair value of contingent consideration in our consolidated statements of operations. Changes to the unobservable inputs could have a material impact on the Company’s financial statements.

The fair value of our long-term debt, which we consider a Level 3 measurement, is estimated using discounted cash flow analyses, based on the Company’s current estimated incremental borrowing rates for similar borrowing arrangements. The fair value of long-term debt is estimated to be $225.5 at June 30, 2020 and $192.7 at June 30, 2019.

During the quarter ended December 31, 2019, there was a triggering event that required the Company to perform an impairment analysis for the Clinic reporting unit. As a result, the Company recognized a $1.3 impairment charge for goodwill. The fair value used to determine the impairment charge, which we consider a Level 3 measurement, was based on the expected sale price of the Clinic from a recent purchase offer.

During the quarter ended March 31, 2020, there was a triggering event that required the Company to perform an impairment analysis for the Crescendo Bioscience reporting unit. As a result, the Company recognized a $80.7 impairment charge for goodwill. We consider the fair value used to determine the impairment charge to be a Level 3 measurement. See additional discussion relating to the Company’s goodwill impairment in Note 5.

The following tables set forth the fair value of the Company’s financial assets and liabilities that are re-measured on a regular basis:

	Level 1		Level 2		Level 3			Total
June 30, 2020
Money market funds (a)	$	30.9	$	—	$	—		$	30.9
Corporate bonds and notes		—		50.9		—			50.9
Municipal bonds		—		18.0		—			18.0
Federal agency issues		—		5.6		—			5.6
US government securities		—		16.6		—			16.6
Contingent consideration		—		—		(6.8	)		(6.8	)
Total	$	30.9	$	91.1	$	(6.8	)	$	115.2

(a)	Money market funds are primarily comprised of exchange traded funds and accrued interest.

	Level 1		Level 2		Level 3			Total
June 30, 2019
Money market funds (a)	$	17.2	$	—	$	—		$	17.2
Corporate bonds and notes		2.5		64.4		—			66.9
Municipal bonds		—		15.4		—			15.4
Federal agency issues		—		9.0		—			9.0
US government securities		—		9.8		—			9.8
Contingent consideration		—		—		(13.8	)		(13.8	)
Total	$	19.7	$	98.6	$	(13.8	)	$	104.5

(a)	Money market funds are primarily comprised of exchange traded funds and accrued interest.

The following table reconciles the change in the fair value of the contingent consideration during the periods presented:

	Carrying Amount
Balance June 30, 2019	$	13.8
Payment of contingent consideration		(3.9	)
Change in fair value recognized in the statement of operations		(2.8	)
Translation adjustments recognized in other comprehensive income		(0.3	)
Balance June 30, 2020	$	6.8

- 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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