Fair Value Measurements

6 Months Ended

Jun. 30, 2021

The table below presents information about our assets and liabilities that are regularly measured and carried at fair value and indicate the level within the fair value hierarchy of the valuation techniques we utilized to determine fair value:


	June 30, 2021				December 31, 2020
	Total	Level1	Level 2	Level 3	Total	Level1	Level 2	Level 3
Assets:
Money market accounts	82.4	82.4	—	—	352.2	352.2	—	—
Time deposits	240.1	—	240.1	—	—	—	—	—
Total	322.5	82.4	240.1	—	352.2	352.2	—	—
Liabilities:
Contingent consideration	38.1	—	—	38.1	58.1	—	—	58.1
Derivative instruments	11.4	—	11.4	—	15.0	—	15.0	—
Total	49.5	—	11.4	38.1	73.1	—	15.0	58.1

Contingent Consideration

Contingent consideration liabilities associated with business combinations are measured at fair value. These liabilities represent an obligation of the Company to transfer additional assets to the selling shareholders and owners if future events occur or conditions are met. These liabilities associated with business combinations are measured at fair value at inception and at each subsequent reporting date. The changes in the fair value are primarily due to the expected amount and timing of future net sales, which are inputs that have no observable market. Any changes in fair value for the contingent consideration liabilities related to the Company’s products are classified in the Company's statement of operations as cost of product sales and CDMO services. Any changes in fair value for the contingent consideration liabilities related to the Company’s product candidates are recorded in research and development expense for regulatory and development milestones.

The following table is a reconciliation of the beginning and ending balance of contingent considerations.



Balance at December 31, 2020	$	58.1
Change in fair value	1.7
Settlements	(21.7)
Balance at June 30, 2021	$	38.1

As of June 30, 2021 and December 31, 2020, the current portion of the contingent consideration liability was $33.1 million and $23.9 million, respectively, and was included in other current liabilities on the condensed consolidated balance sheets.

The recurring Level 3 fair value measurements for the Company's contingent consideration liability include the following significant unobservable inputs:

Contingent Consideration Liability

Fair Value as of June 30, 2021

Valuation Technique

Unobservable Input

Range

Weighted Average

Revenue milestone and royalty based

$38.1 million

Discounted cash flow

Discount rate

—% - 7.3%

1.7%

Probability of payment

25% - 100%

86%

Projected year of payment

2021 - 2028

2022

Derivative Instruments

Refer to Note 8, Derivatives, to these condensed consolidated financial statements.

Non-Variable Rate Debt

As of June 30, 2021 and December 31, 2020, the fair value of the Company's 3.875% Senior Unsecured Notes is $443.3 million and $466.0 million. The fair value was determined through market sources, which are level 1 inputs, observable and corroborated. The carrying amounts of the Company’s other long-term variable interest rate debt arrangements approximate their fair values. For additional information related to the Company's debt, please refer to Note 9, Debt, to these condensed consolidated financial statements.

- 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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