Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurements

v3.22.2
Fair Value Measurements
6 Months Ended
Jun. 30, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
  
The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis in the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021, based on the three-tier fair value hierarchy, as defined in ASC 820, “Fair Value Measurements and Disclosures”:
  June 30, 2022
  Fair Value Level I Level II Level III
(in thousands)
Assets:        
Money market funds $ 1,819  $ 1,819  $ —  $ — 
Assets to fund deferred compensation liability 10,107  —  —  10,107 
Total assets $ 11,926  $ 1,819  $ —  $ 10,107 
Liabilities:        
Deferred compensation liability 7,947  7,947  —  — 
Total liabilities $ 7,947  $ 7,947  $ —  $ — 

  December 31, 2021
  Fair Value Level I Level II Level III
(in thousands)
Assets:        
Money market funds $ 2,684  $ 2,684  $ —  $ — 
Assets to fund deferred compensation liability 11,140  —  —  11,140 
Total assets $ 13,824  $ 2,684  $ —  $ 11,140 
Liabilities:        
Contingent consideration $ 743  $ —  $ —  $ 743 
Deferred compensation liability 10,418  10,418  —  — 
Total liabilities $ 11,161  $ 10,418  $ —  $ 743 
 
The Company assesses the categorization of assets and liabilities by level at each measurement date, and transfers between levels are recognized on the actual date of the event or when changes in circumstances caused the transfer, in accordance with the Company’s accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. There were no transfers between Levels I, II and III during the three and six months ended June 30, 2022 and 2021.

Fair Value of Contingent Consideration Liabilities

The fair value of the contingent consideration liabilities related to certain of the Company's acquisitions were estimated using a discounted cash flow method with significant inputs that are not observable in the market and thus represents a Level III fair value measurement. The significant inputs in the Company's Level III fair value measurement not supported by market activity included its assessments of expected future cash flows related to these acquisitions and their ability to meet the target performance objectives during the subsequent periods from the date of acquisition, which management believes are appropriately discounted considering the uncertainties associated with these obligations, and are calculated in accordance with the terms of their respective agreements.

The Company will continue to reassess the fair values of the contingent consideration liabilities at each reporting date until settlement. Changes to these estimated fair values will be recognized in the Company's earnings and included in general and administration expenses in the condensed consolidated statements of operations. The Company had contingent consideration liabilities of $0.7 million as of December 31, 2021 which were recorded as a component of Accrued expenses and other liabilities on the condensed consolidated balance sheets. The Company had no contingent consideration liabilities as of June 30, 2022.
Fair Value of Deferred Compensation Liability

The table below presents a reconciliation of the assets used to fund the Company's deferred compensation liability, which is measured at fair value on a recurring basis using significant unobservable inputs (Level III) for the period from December 31, 2021 to June 30, 2022:
  Fair Value of Assets to Fund Deferred Compensation Liability
(in thousands)
Balance at December 31, 2021 $ 11,140 
Contributions 649 
Fair value adjustments and fees (1,682)
Balance at June 30, 2022 $ 10,107 
 
The fair market value of the assets used to fund the Company's deferred compensation liability is based upon the cash surrender value of the Company's life insurance premiums. The value of the assets used to fund the Company's deferred compensation liability, which are included in other non-current assets in the condensed consolidated balance sheets, decreased due to net losses on the underlying investment vehicles, partially offset by additional funding. These losses are recognized in the Company's earnings and included in general and administration expenses in the condensed consolidated statements of operations.

Fair Value of Debt Agreements
 
The Company considered its Convertible Notes to be Level II liabilities at June 30, 2022 and used a market approach to calculate their respective fair values. The estimated fair value for each convertible note was determined based on estimated or actual bids and offers in an over-the-counter market on June 30, 2022 (See “Note 9—Debt”).

As of June 30, 2022 and December 31, 2021, the carrying value of the Convertible Notes due 2023 equaled $343.1 million and $342.0 million, respectively, and represented the aggregate principal amount outstanding less the debt issuance costs. As of June 30, 2022 and December 31, 2021, the estimated fair value of the Convertible Notes due 2023 was $349.8 million and $439.9 million, respectively.

As of June 30, 2022 and December 31, 2021, the carrying value of the Convertible Notes due 2025 equaled $508.3 million and $506.8 million, respectively, and represented the aggregate principal amount outstanding less the debt issuance costs. As of June 30, 2022 and December 31, 2021, the estimated fair value of the Convertible Notes due 2025 was $451.5 million and $526.1 million, respectively.

Fair Value of Other Financial Assets and Liabilities

The Company considered the recorded value of its other financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable and accounts payable, to approximate the fair value of the respective assets and liabilities at June 30, 2022 and December 31, 2021 based upon the short-term nature of these assets and liabilities.