Financial Instruments and Fair Value Measurements | 3. Financial Instruments and Fair Value Measurements The Company invests its excess cash in certificates of deposit, corporate notes, commercial paper, U.S. government treasury securities and securities of government-sponsored entities. The Company classifies all such securities as available-for-sale as the sale of such securities may be required prior to maturity to implement management strategies. These securities are carried at fair value with the unrealized gains and losses reported as a component of other comprehensive income in equity until realized. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income or expense on the Consolidated Statements of Operations and a new accounting cost basis for the security is established. The Company reviews its investments if there is an indicator of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. As of June 30, 2015, the Company had no investments that were in a significant unrealized loss position and no impairment charges were recorded during the periods presented. Interest and dividends on securities classified as available-for-sale are also included in interest income on the Consolidated Statements of Operations. Realized gains and losses and interest income related to marketable securities were immaterial during all periods presented. According to the Company’s investment policy, the Company maintains a diversified investment portfolio in terms of types, maturities, and credit exposure, and invests with institutions that have high credit quality. The Company does not currently hold financial instruments for speculative purposes. The composition of marketable securities is as follows: ( in thousands, except years Contractual Maturity (in years) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value June 30, 2015: Classified as current assets Corporate notes Less than 1 $ 118,409 $ 7 $ (40 ) $ 118,376 Securities of government-sponsored entities Less than 1 63,185 12 (4 ) 63,193 Commercial paper Less than 1 18,483 — — 18,483 Short-term marketable securities 200,077 19 (44 ) 200,052 Classified as non-current assets Corporate notes 1 to 2 27,948 5 (32 ) 27,921 Long-term marketable securities 27,948 5 (32 ) 27,921 Classified as restricted investments Securities of government-sponsored entities Less than 2 70,527 10 (19 ) 70,518 U.S. government treasury securities Less than 2 52,709 51 (8 ) 52,752 Restricted investments 123,236 61 (27 ) 123,270 Total marketable securities at June 30, 2015 $ 351,261 $ 85 $ (103 ) $ 351,243 December 31, 2014: Classified as current assets Certificates of deposit Less than 1 $ 282 $ — $ — $ 282 Corporate notes Less than 1 129,037 8 (105 ) 128,940 Commercial paper Less than 1 11,290 — — 11,290 U.S. government treasury securities Less than 1 1,500 1 — 1,501 Securities of government-sponsored entities Less than 1 78,333 12 (29 ) 78,316 Short-term marketable securities 220,442 21 (134 ) 220,329 Classified as non-current assets Corporate notes 1 to 2 14,082 — (13 ) 14,069 Securities of government-sponsored entities 1 to 2 28,996 — (23 ) 28,973 Long-term marketable securities 43,078 — (36 ) 43,042 Classified as restricted investments U.S. government treasury securities Less than 2 51,331 13 (13 ) 51,331 Securities of government-sponsored entities Less than 2 42,862 2 (54 ) 42,810 Restricted investments 94,193 15 (67 ) 94,141 Total marketable securities at December 31, 2014 $ 357,713 $ 36 $ (237 ) $ 357,512 Foreign Currency and Derivative Financial Instruments The Company translates the financial statements of its foreign subsidiaries using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. Some of the Company’s reporting entities conduct a portion of their business in currencies other than the entity’s functional currency. These transactions give rise to receivables and payables that are denominated in currencies other than the entity’s functional currency. The value of these receivables and payables is subject to changes in currency exchange rates from the point at which the transactions are originated until the settlement in cash. Both realized and unrealized gains and losses in the value of these receivables and payables are included in the determination of net income (loss). Net foreign currency exchange gains (losses), which includes gains and losses from derivative instruments, were $(0.3) million and $0.1 million, for the three and six months ended June 30, 2015, respectively, and $(0.2) million and $0.1 million for the three and six months ended June 30, 2014, respectively, and are included in other income (expense) in the Consolidated Statements of Operations. The Company maintains a foreign currency risk management strategy that uses derivative instruments to protect against fluctuations in earnings and cash flows that may rise from volatility in currency exchange rates. The Company uses foreign currency forward exchange contracts to hedge the currency exchange rate exposure from short-term intercompany receivables and payables denominated in a currency other than the reporting entity’s functional currency. Realized and unrealized gains or losses forward contracts are included in the determination of net income as the forward contracts are not designated for hedge accounting under ASC Topic 815, Derivatives and Hedging. A . The Company did not have notional principle amounts outstanding as of June 30, 2014. The Company’s currency exposures vary, but are primarily concentrated in the pound sterling the Australian dollar, the Singapore dollar, and the yen The Company does not use derivative financial instruments for speculation or trading purposes or for activities other than risk management. The Company does not require and is not required to pledge collateral for these financial instruments and does not carry any master netting arrangements to mitigate the credit risk. The following table summarizes the fair values of derivative instruments at June 30, 2015 and December 31, 2014: Asset Derivatives Liability Derivatives Fair Value Fair Value Balance Sheet June 30, December 31, Balance Sheet June 30, December 31, ( in thousands Location 2015 2014 Location 2015 2014 Derivative instruments not designated as cash flow hedges Forward exchange contracts Other current assets $ — $ — Other current liabilities * * Total derivatives $ — $ — * * *De minimus amount recognized in the hedge relationship. The following table summarizes the effect of derivative instruments on the Consolidated Statements of Operations for the three and six months ended June 30, 2015 and June 30, 2014: Three Months Ended Three Months Ended June 30, 2015 June 30, 2014 Location of Amount of Location of Amount of (Gain)/Loss (Gain)/Loss (Gain)/Loss (Gain)/Loss Recognized in Recognized in Recognized in Recognized in ( in thousands Income Income Income Income Derivative instruments not designated as cash flow hedges Forward exchange contracts Other (income) expense $ 502 Other (income) expense $ — Total derivatives $ 502 $ — Six Months Ended Six Months Ended June 30, 2015 June 30, 2014 Location of Amount of Location of Amount of (Gain)/Loss (Gain)/Loss (Gain)/Loss (Gain)/Loss Recognized in Recognized in Recognized in Recognized in ( in thousands Income Income Income Income Derivative instruments not designated as cash flow hedges Forward exchange contracts Other (income) expense $ (1,664 ) Other (income) expense $ — Total derivatives $ (1,664 ) $ — Fair value measurements The Company measures certain assets and liabilities in accordance with authoritative guidance which requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The Company did not have any transfers of assets and liabilities between the Levels of the fair value measurement hierarchy during the three and six months ended June 30, 2015 or June 30, 2014, respectively. The carrying amounts of certain financial instruments such as cash equivalents, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses, and other current liabilities as of June 30, 2015 and December 31, 2014 approximate their related fair values due to the short-term maturities of these instruments. The carrying values of the Company’s capital lease obligations approximate their related fair values as of June 30, 2015 and December 31, 2014. The fair value, based on a quoted market price (Level 1), of the Company’s outstanding Senior Convertible Notes due 2017 at June 30, 2015 and December 31, 2014 was approximately $511.1 million and $516.1 million, respectively. The carrying value of the Company’s Senior Convertible Notes is discussed in Note 6 to the Unaudited Consolidated Financial Statements. The fair values of the Company’s assets and liabilities, including cash equivalents, marketable securities, restricted investments, derivatives, and contingent considerations are measured at fair value on a recurring basis, and are determined using the following inputs: Quoted Price in Significant Other Significant Active Market Observable Inputs Unobservable ( in thousands Total (Level 1) (Level 2) Inputs (Level 3) June 30, 2015: Money market funds $ 28,716 $ 28,716 $ — $ — Corporate notes 146,297 — 146,297 — Commercial paper 18,483 — 18,483 — U.S. government treasury securities 52,752 52,752 — — Securities of government-sponsored entities 133,711 — 133,711 — Total assets $ 379,959 $ 81,468 $ 298,491 $ — December 31, 2014: Money market funds $ 39,963 $ 39,963 $ — $ — Certificates of deposit 282 282 — — Corporate notes 143,009 — 143,009 — Commercial paper 11,290 — 11,290 — U.S. government treasury securities 52,831 52,831 — — Securities of government-sponsored entities 150,101 — 150,101 — Total assets $ 397,476 $ 93,076 $ 304,400 $ — Acquisition-related liabilities, current $ (644 ) $ — $ — $ (644 ) Total liabilities $ (644 ) $ — $ — $ (644 ) Contingent Consideration Liability The fair value of contingent consideration liabilities assumed by a business combination is determined using a discounted cash flow model, the significant inputs of which are not observable in the market. The fair value of such contingent considerations is recorded as part of the purchase consideration of the acquisition. The key assumptions in applying this approach are the revenue projections, the interest rate and the probabilities assigned to the milestones being achieved. Contingent consideration arrangements assumed by an asset purchase will be measured and accrued when contingency is resolved. The following table sets forth the changes in the estimated fair value of the Company’s liabilities measured on a recurring basis using significant unobservable inputs (Level 3): Six Months Ended June 30, ( in thousands 2015 2014 Fair value measurement at beginning of period $ 644 $ 1,212 Change in fair value measurement included in operating expenses (36 ) 44 Contingent consideration paid or settled (608 ) (608 ) Fair value measurement at end of period $ — $ 648 Non-financial assets and liabilities measured on a nonrecurring basis Certain non-financial assets and liabilities are measured at fair value, usually with Level 3 inputs including discounted cash flow method or cost method, on a nonrecurring basis in accordance with authoritative guidance. In general, non-financial assets, including intangible assets and property and equipment, are measured at fair value when there is an indication of impairment and are recorded at fair value only when any impairment is recognized. During the first quarter of 2014, the Company exited a portion of its New Jersey property and subsequently, in the first quarter of 2015, made a decision to terminate the respective lease. Based on management’s assessment, during the six months ended June 30, 2015 and June 30, 2014, the Company recognized impairment charges of $0.9 million and $2.2 million, respectively, in leasehold improvement write-offs associated with the lease termination. See Note 1 to the Unaudited Consolidated Financial Statements for further discussion on impairment analysis and leasehold related charges. |