Fair Value Measurements | 14. Fair Value Measurements. Assets (Liabilities) Measured at Fair Value on a Recurring Basis Our financial assets and (liabilities) carried at fair value and measured on a recurring basis as of June 30, 2023 and December 31, 2022 consisted of the following (in thousands): Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs unobservable inputs June 30, 2023 (Level 1) (Level 2) (Level 3) Marketable securities (1) $ 104 $ 104 $ — $ — Interest rate contract asset, long-term (2) $ 2,879 $ — $ 2,879 $ — Foreign currency contract assets, current and long-term (3) $ 7,353 $ — $ 7,353 $ — Foreign currency contract liabilities, current and long-term (4) $ (2,717) $ — $ (2,717) $ — Contingent consideration liabilities $ (3,581) $ — $ — $ (3,581) Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs unobservable inputs December 31, 2022 (Level 1) (Level 2) (Level 3) Marketable securities (1) $ 138 $ 138 $ — — Interest rate contract asset, long-term (2) $ 3,444 $ — $ 3,444 $ — Foreign currency contract assets, current and long-term (3) $ 4,783 $ — $ 4,783 $ — Foreign currency contract liabilities, current and long-term (4) $ (3,986) $ — $ (3,986) $ — Contingent consideration liabilities $ (18,073) $ — $ — $ (18,073) (1) Our marketable securities, which consist entirely of available-for-sale equity securities, are valued using market prices in active markets. Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. (2) The fair value of the interest rate contract is determined using Level 2 fair value inputs and is reported with other long-term assets in the consolidated balance sheets. (3) The fair value of the foreign currency contract assets (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as prepaid expenses and other current assets or other long-term assets in the consolidated balance sheets. (4) The fair value of the foreign currency contract liabilities (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as accrued expenses or other long-term obligations in the consolidated balance sheets. Certain of our past business combinations involve the potential for the payment of future contingent consideration, generally based on a percentage of future product sales or upon attaining specified future revenue or other milestones. The contingent consideration liability is re-measured at the estimated fair value at the end of each reporting period with the change in fair value recognized within operating expenses in the accompanying consolidated statements of income for such period. We measure the initial liability and re-measure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. Changes in the fair value of our contingent consideration liabilities during the three and six-month periods ended June 30, 2023 and 2022 consisted of the following (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Beginning balance $ 16,000 $ 26,333 $ 18,073 $ 48,234 Contingent consideration expense 1,094 1,187 1,615 3,787 Contingent payments made (13,513) (10,094) (16,107) (34,585) Effect of foreign exchange — — — (10) Ending balance $ 3,581 $ 17,426 $ 3,581 $ 17,426 As of June 30, 2023, $3.2 million in contingent consideration liability was included in other long-term obligations and $0.4 million in contingent consideration liability was included in accrued expenses in our consolidated balance sheet. As of December 31, 2022, $2.3 million in contingent consideration liability was included in other long-term obligations and $15.8 million in contingent consideration liability was included in accrued expenses in our consolidated balance sheet. Payments related to the settlement of the contingent consideration liability recognized at fair value as of the applicable acquisition date of $3.4 million and $32.8 million for the six-month periods ended June 30, 2023 and 2022, respectively, have been reflected as a cash outflow from financing activities in the accompanying consolidated statements of cash flows. Payments related to increases in the contingent consideration liability subsequent to the date of acquisition of $12.7 million and $1.8 million for the six-month periods ended June 30, 2023 and 2022, respectively, are reflected as operating cash flows. The recurring Level 3 measurement of our contingent consideration liabilities included the following significant unobservable inputs at June 30, 2023 and December 31, 2022 (amounts in thousands): Fair value at June 30, Valuation Weighted Contingent consideration liability 2023 technique Unobservable inputs Range Average (1) Revenue-based royalty payments contingent liability $ 3,085 Discounted cash flow Discount rate 12% - 16% 14.8% Projected year of payments 2023-2034 2028 Revenue milestones contingent liability $ 95 Monte Carlo simulation Discount rate 14.0% Projected year of payments 2023-2039 2039 Regulatory approval contingent liability $ 401 Scenario-based method Discount rate 5.5% Probability of milestone payment 50.0% Projected year of payment 2023-2030 2030 Fair value at December 31, Valuation Weighted Contingent consideration liability 2022 technique Unobservable inputs Range Average (1) Revenue-based royalty payments contingent liability $ 2,097 Discounted cash flow Discount rate 14% - 17% 15.7% Projected year of payments 2023-2034 2026 Revenue milestones contingent liability $ 13,064 Monte Carlo simulation Discount rate 5.1% - 14.0% 5.2% Projected year of payments 2023-2033 2023 Regulatory approval contingent liability $ 2,912 Scenario-based method Discount rate 5.7% Probability of milestone payment 90% Projected year of payment 2023-2030 2024 (1) Unobservable inputs were weighted by the relative fair value of the instruments. No weighted average is reported for contingent consideration liabilities without a range of unobservable inputs. The contingent consideration liability is re-measured to fair value each reporting period. Significant increases or decreases in projected revenues, based on our most recent internal operational budgets and long-range strategic plans, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement. Contingent Payments to Related Parties As a former shareholder of Cianna Medical Inc. (“Cianna Medical”), a former Merit director was eligible for payments for the achievement of sales milestones specified in our merger agreement with Cianna Medical completed in 2018. The terms of the acquisition, including contingent consideration payments, were determined prior to the appointment of the former Cianna Medical shareholder as a Merit director. During the six-month period ended June 30, 2023, we made the final contingent payment to Cianna Medical shareholders, including $0.9 million paid to the former Merit director who is a former Cianna Medical shareholder. During the six-month period ended June 30, 2022, we made a contingent payment of $1.6 million. Fair Value of Other Assets (Liabilities) The carrying amount of cash and cash equivalents, receivables, and trade payables approximate fair value because of the immediate, short-term maturity of these financial instruments. Our long-term debt re-prices frequently due to variable rates and entails no significant changes in credit risk and, as a result, we believe the fair value of long-term debt approximates carrying value. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash and cash equivalents, which use Level 1 inputs. We analyze our investments in privately-held companies to determine if they should be accounted for using the equity method based on our ability to exercise significant influence over operating and financial policies of the company in which we have invested. Investments not accounted for under the equity method of accounting are accounted for at cost minus impairment, if applicable, plus or minus changes in valuation resulting from observable transactions for identical or similar investments. Impairment Charges We recognize or disclose the fair value of certain assets, such as non-financial assets, primarily property and equipment, right-of-use operating lease assets, equity investments, intangible assets and goodwill in connection with impairment evaluations. Such assets are reported at carrying value and are not subject to recurring fair value measurements. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Fair value is generally determined based on discounted future cash flow. All our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. Equity Investments. Intangible Assets. Current Expected Credit Losses Our outstanding long-term notes receivable, including accrued interest and an allowance for current expected credit losses, were $2.4 million and $2.4 million as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023 and December 31, 2022, we had an allowance for current expected credit losses of $296,000 and $281,000, respectively, associated with these notes receivable. We assess the allowance for current expected credit losses on an individual security basis, due to the limited number of securities, using a probability of default model, which is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the expected collectability of securities, and other security specific factors. The table below presents a rollforward of the allowance for current expected credit losses on our notes receivable for the three and six-month periods ended June 30, 2023 and 2022 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Beginning balance $ 290 $ 199 $ 281 $ 199 Provision for credit loss expense 6 (7) 15 (7) Ending balance $ 296 $ 192 $ 296 $ 192 |