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 $ 107,869 $ — $ — $ 107,869 Corporate debt securities — 21,317 — 21,317 Government debt securities — 8,946 — 8,946 Total cash equivalents $ 107,869 $ 30,263 $ — $ 138,132 Short-term investments: Government debt securities $ 62,494 $ 222,276 $ — $ 284,770 Corporate debt securities — 197,626 — 197,626 Total short-term investments $ 62,494 $ 419,902 $ — $ 482,396 Long-term investments: Auction rate securities $ — $ — $ 5,471 $ 5,471 Total long-term investments $ — $ — $ 5,471 $ 5,471 Total $ 170,363 $ 450,165 $ 5,471 $ 625,999 Liabilities: Other non-current liabilities: Contingent consideration $ — $ — $ 4,154 $ 4,154 Total $ — $ — $ 4,154 $ 4,154 Fair Value Measurements Description Quoted Prices in Significant Other Significant Total Assets: Cash equivalents: Money market funds $ 69,432 $ — $ — $ 69,432 Corporate debt securities — 7,153 — 7,153 Government debt securities — 3,904 — 3,904 Total cash equivalents $ 69,432 $ 11,057 $ — $ 80,489 Short-term investments: Government debt securities $ 12,416 $ 97,103 $ — $ 109,519 Corporate debt securities — 44,442 — 44,442 Total short-term investments $ 12,416 $ 141,545 $ — $ 153,961 Long-term investments: Auction rate securities $ — $ — $ 5,196 $ 5,196 Total long-term investments $ — $ — $ 5,196 $ 5,196 Other assets, net: Derivative instruments $ — $ 1,808 $ — $ 1,808 Total $ — $ 1,808 $ — $ 1,808 Total $ 81,848 $ 154,410 $ 5,196 $ 241,454 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 probability weighted discounted cash flow model. The assumptions used in preparing the discounted cash flow model include estimates for the outcome if the milestone goal is 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 income (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 $ 345,420 $ 345,451 Due after one year through ten years 189,524 189,507 Due after ten years 91,570 91,041 $ 626,514 $ 625,999 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 September 30, 2017 Fair Gross Fair Gross Fair Gross Government debt securities $ 122,053 $ (109 ) $ — $ — $ 122,053 $ (109 ) Corporate debt securities 93,480 (102 ) — — 93,480 (102 ) Auction rate securities — — 5,471 (529 ) 5,471 (529 ) $ 215,533 $ (211 ) $ 5,471 $ (529 ) $ 221,004 $ (740 ) Less Than 12 Months 12 Months or Greater Total As of December 31, 2016 Fair Gross Fair Gross Fair Gross Government debt securities $ 79,743 $ (156 ) $ — $ — $ 79,743 $ (156 ) Corporate debt securities 21,737 (132 ) — — 21,737 (132 ) Auction rate securities — — 5,196 (804 ) 5,196 (804 ) $ 101,480 $ (288 ) $ 5,196 $ (804 ) $ 106,676 $ (1,092 ) The gross unrealized losses as of September 30, 2017 and December 31, 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 a contractual maturity date of 2046 at September 30, 2017. 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 September 30, 2017. At September 30, 2017 and December 31, 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 $ 5,471 Discounted cash flow Estimated yield 1.27% Expected holding period 10 years Estimated discount rate 3.27% 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 Fair Value at Valuation Technique Unobservable Input Weighted Average $ 4,154 Discounted cash flow Expected term 3 months Estimated discount rate 12.0% The Company has followed an established internal control procedure used in valuing contingent consideration. The valuation of contingent consideration for the Zentri acquisition is based on a discounted cash flow model. The fair value of this valuation is estimated on a quarterly basis through a collaborative effort by the Company’s sales, marketing and finance departments. Significant changes in any of the unobservable inputs used in the fair value measurement of contingent consideration in isolation could result in a significantly lower or higher fair value. A change in projected revenue would be accompanied by a directionally similar change in fair value. The following summarizes the activity in Level 3 financial instruments for the three and nine months ended September 30, 2017 (in thousands): Assets Auction Rate Securities Three Months Nine Months Beginning balance $ 5,379 $ 5,196 Gain included in other comprehensive income (loss) 92 275 Balance at September 30, 2017 $ 5,471 $ 5,471 Liabilities Contingent Consideration (1) Three Months Nine Months Beginning balance $ 3,993 $ — Issues — 3,829 Loss recognized in earnings 161 325 Balance at September 30, 2017 $ 4,154 $ 4,154 Net loss for the period included in earnings attributable to contingent consideration held at the end of the period: $ (161 ) $ (325 ) (1) Fair values of other financial instruments The Company’s debt is recorded at cost, but is measured at fair value for disclosure purposes. The fair value of the Company’s convertible senior notes is determined using observable market prices. The notes are traded in less active markets and are therefore classified as a Level 2 fair value measurement. The fair value of the convertible senior notes at September 30, 2017 was $442.6 million. The Company’s prior debt under the Credit Facility bore interest at the Eurodollar rate plus an applicable margin. Fair value was 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 September 30, 2017 and December 31, 2016, the fair value of the Company’s debt under the Credit Facility was approximately $0.0 and $72.5 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. |