Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments The fair values of the Company’s financial instruments are recorded using a hierarchical disclosure framework based upon the level of subjectivity of the inputs used in measuring assets and liabilities. The three levels are described below: Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 - Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 - Inputs are unobservable for the asset or liability and are developed based on the best information available in the circumstances, which might include the Company’s own data. The following summarizes the valuation of the Company’s financial instruments (in thousands). The tables do not include either cash on hand or assets and liabilities that are measured at historical cost or any basis other than fair value. Fair Value Measurements Description Quoted Prices in Significant Other Significant Total Assets: Cash equivalents: Money market funds $ 36,200 $ — $ — $ 36,200 Certificates of deposit — 2,956 — 2,956 Municipal bonds — 301 — 301 Total cash equivalents $ 36,200 $ 3,257 $ — $ 39,457 Short-term investments: Municipal bonds $ — $ 60,682 $ — $ 60,682 Corporate bonds — 22,306 — 22,306 Variable-rate demand notes — 15,324 — 15,324 U.S. government bonds 14,392 — — 14,392 Asset-backed securities — 10,961 — 10,961 Commercial paper — 6,466 — 6,466 International government bonds — 1,008 — 1,008 Total short-term investments $ 14,392 $ 116,747 $ — $ 131,139 Long-term investments: Auction rate securities $ — $ — $ 6,980 $ 6,980 Total long-term investments $ — $ — $ 6,980 $ 6,980 Other assets, net: Derivative instruments $ — $ 72 $ — $ 72 Total $ — $ 72 $ — $ 72 Total $ 50,592 $ 120,076 $ 6,980 $ 177,648 Fair Value Measurements Description Quoted Prices in Significant Other Significant Total Assets: Cash equivalents: Money market funds $ 37,721 $ — $ — $ 37,721 Commercial paper — 11,272 — 11,272 Certificates of deposit — 2,845 — 2,845 U.S. government agency — 1,599 — 1,599 Municipal bonds — 1,577 — 1,577 Total cash equivalents $ 37,721 $ 17,293 $ — $ 55,014 Short-term investments: Municipal bonds $ — $ 93,516 $ — $ 93,516 Commercial paper — 11,176 — 11,176 Variable-rate demand notes — 8,995 — 8,995 Certificates of deposit — 8,000 — 8,000 U.S. government agency — 3,998 — 3,998 International government bonds — 2,220 — 2,220 Corporate bonds — 996 — 996 Total short-term investments $ — $ 128,901 $ — $ 128,901 Long-term investments: Auction rate securities $ — $ — $ 7,126 $ 7,126 Total long-term investments $ — $ — $ 7,126 $ 7,126 Other assets, net: Derivative instruments $ — $ 92 $ — $ 92 Total $ — $ 92 $ — $ 92 Total $ 37,721 $ 146,286 $ 7,126 $ 191,133 Liabilities: Accrued expenses: Contingent consideration $ — $ — $ 4,749 $ 4,749 Other non-current liabilities: Contingent consideration $ — $ — $ 9,324 $ 9,324 Total $ — $ — $ 14,073 $ 14,073 Valuation methodology The Company’s cash equivalents and short-term investments that are classified as Level 2 are valued using non-binding market consensus prices that are corroborated with observable market data; quoted market prices for similar instruments in active markets; or pricing models, such as a discounted cash flow model, with all significant inputs derived from or corroborated with observable market data. Investments classified as Level 3 are valued using a discounted cash flow model. The assumptions used in preparing the discounted cash flow model include estimates for interest rates, amount of cash flows, expected holding periods of the securities and a discount to reflect the Company’s inability to liquidate the securities. The Company’s derivative instruments are valued using discounted cash flow models. The assumptions used in preparing the valuation models include quoted interest swap rates, foreign exchange rates, forward and spot prices for currencies, and market observable data of similar instruments. The Company’s contingent consideration is valued using a Monte Carlo simulation model or a probability weighted discounted cash flow model. The assumptions used in preparing the Monte Carlo simulation model include estimates for revenue growth rates, revenue volatility, contractual terms and discount rates. The assumptions used in preparing the discounted cash flow model include estimates for outcomes if milestone goals are achieved, the probability of achieving each outcome and discount rates. Available-for-sale investments The Company’s investments typically have original maturities greater than ninety days as of the date of purchase. Investments are reported at fair value, with unrealized gains and losses, net of tax, recorded as a component of accumulated other comprehensive loss in the Consolidated Balance Sheet. The following summarizes the contractual underlying maturities of the Company’s Cost Fair Due in one year or less $ 99,623 $ 99,620 Due after one year through ten years 58,238 58,251 Due after ten years 20,725 19,705 $ 178,586 $ 177,576 The available-for-sale investments that were in a continuous unrealized loss position, aggregated by length of time that individual securities have been in a continuous loss position, were as follows (in thousands): Less Than 12 Months 12 Months or Greater Total As of October 1, 2016 Fair Gross Fair Gross Fair Gross Municipal bonds $ 42,653 $ (39 ) $ — $ — $ 42,653 $ (39 ) Corporate bonds 9,368 (16 ) — — 9,368 (16 ) Auction rate securities — — 6,980 (1,020 ) 6,980 (1,020 ) U.S. government bonds 5,307 (2 ) — — 5,307 (2 ) $ 57,328 $ (57 ) $ 6,980 $ (1,020 ) $ 64,308 $ (1,077 ) Less Than 12 Months 12 Months or Greater Total As of January 2, 2016 Fair Gross Fair Gross Fair Gross Municipal bonds $ 29,271 $ (30 ) $ 1,198 $ (2 ) $ 30,469 $ (32 ) Auction rate securities — — 7,126 (874 ) 7,126 (874 ) International government bonds 2,220 (7 ) — — 2,220 (7 ) Corporate bonds 996 (3 ) — — 996 (3 ) $ 32,487 $ (40 ) $ 8,324 $ (876 ) $ 40,811 $ (916 ) The gross unrealized losses as of October 1, 2016 and January 2, 2016 were due primarily to the illiquidity of the Company’s auction-rate securities and, to a lesser extent, to changes in market interest rates. The Company’s auction-rate securities have been illiquid since 2008 when auctions for the securities failed because sell orders exceeded buy orders. These securities have contractual maturity dates ranging from 2033 to 2046 at October 1, 2016. The Company does not expect to need access to the capital represented by any of its auction-rate securities prior to their maturities. The Company does not intend to sell, and believes it is not more likely than not that it will be required to sell, its auction-rate securities before their anticipated recovery in market value or final settlement at the underlying par value. The Company believes that the credit ratings and credit support of the security issuers indicate that they have the ability to settle the securities at par value. As such, the Company has determined that no other-than-temporary impairment losses existed as of October 1, 2016. At October 1, 2016 and January 2, 2016, there were no material unrealized gains associated with the Company’s available-for-sale investments. Level 3 fair value measurements The following summarizes quantitative information about Level 3 fair value measurements. Auction rate securities Fair Value at Valuation Technique Unobservable Input Weighted Average $ 6,980 Discounted cash flow Estimated yield 1.12% Expected holding period 10 years Estimated discount rate 2.74% The Company has followed an established internal control procedure used in valuing auction rate securities. The procedure involves the analysis of valuation techniques and evaluation of unobservable inputs commonly used by market participants to price similar instruments, and which have been demonstrated to provide reasonable estimates of prices obtained in actual market transactions. Outputs from the valuation process are assessed against various market sources when they are available, including marketplace quotes, recent trades of similar illiquid securities, benchmark indices and independent pricing services. The technique and unobservable input parameters may be recalibrated periodically to achieve an appropriate estimation of the fair value of the securities. Significant changes in any of the unobservable inputs used in the fair value measurement of auction rate securities in isolation could result in a significantly lower or higher fair value measurement. An increase in expected yield would result in a higher fair value measurement, whereas an increase in expected holding period or estimated discount rate would result in a lower fair value measurement. Generally, a change in the assumptions used for expected holding period is accompanied by a directionally similar change in the assumptions used for estimated yield and discount rate. Contingent consideration The Company has followed an established internal control procedure used in valuing contingent consideration. The valuation of contingent consideration for the Energy Micro acquisition was based on a Monte Carlo simulation model. The fair value of this valuation was estimated on a quarterly basis through a collaborative effort by the Company’s sales, marketing and finance departments. The following summarizes the activity in Level 3 financial instruments for the three and nine months ended October 1, 2016 (in thousands): Assets Auction Rate Securities Three Months Nine Months Beginning balance $ 6,921 $ 7,126 Gain (loss) included in other comprehensive income (loss) 59 (146 ) Balance at October 1, 2016 $ 6,980 $ 6,980 Liabilities Contingent Consideration (1) Nine Months Beginning balance $ 14,073 Settlements (2) (11,375 ) Gain recognized in earnings (3) (2,698 ) Balance at October 1, 2016 $ — (1) (2) Acquisitions (3) Fair values of other financial instruments The Company’s debt under the Credit Facilities bears interest at the Eurodollar rate plus an applicable margin. The Credit Facilities are recorded at cost, but are measured at fair value for disclosure purposes. Fair value is estimated based on Level 2 inputs, using a discounted cash flow analysis of future principal payments and projected interest based on current market rates. As of October 1, 2016 and January 2, 2016, the fair value of the Company’s debt under the Credit Facilities was approximately $72.2 million and $77.5 million, respectively. The Company’s other financial instruments, including cash, accounts receivable and accounts payable, are recorded at amounts that approximate their fair values due to their short maturities. |