Fair Value Measurements | 9 Months Ended |
Sep. 30, 2013 |
Fair Value Measurements | ' |
Fair Value Measurements | ' |
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Note 4—Fair Value Measurements |
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The Company's investments, classified as available-for-sale, are measured and recorded at fair value on a recurring basis. The contingent consideration related to the acquisition of assets from Phorus is also measured and recorded at fair value on a recurring basis until it can be determined whether or not any future payments will be made. |
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The Company obtained the fair value of its available-for-sale securities, which are not in active markets, from a third-party professional pricing service using quoted market prices for identical or comparable instruments, rather than direct observations of quoted prices in active markets. The Company's professional pricing service gathers observable inputs for all of its fixed income securities from a variety of industry data providers (e.g., large custodial institutions) and other third-party sources. Once the observable inputs are gathered, all data points are considered and the fair value is determined. The Company validates the quoted market prices provided by its primary pricing service by comparing their assessment of the fair values against the fair values provided by its investment managers. The Company's investment managers use similar techniques to its professional pricing service to derive pricing as described above. As all significant inputs were observable, derived from observable information in the marketplace or supported by observable levels at which transactions are executed in the marketplace, the Company has classified its available-for-sale securities within Level 2 of the fair value hierarchy. |
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The initial fair value of contingent consideration was determined at the date of acquisition, and it is subject to the achievement of certain revenue milestones over a three and a half year period from the date of the Phorus asset acquisition. The Company used the income approach, which included an analysis of the cash flows and risks associated with achieving such cash flows, to value the contingent consideration based on two scenarios. One scenario was a risk neutral analysis and utilized a discount rate of 4%. The second scenario utilized was not a risk neutral analysis and utilized a discount rate of 15%. Increases or decreases in the fair value of contingent consideration can result from accretion of the liability due to the passage of time, changes in the timing and amount of revenue estimates, changes in discount rates, or remittance of payments. Any change in the fair value of contingent consideration is recognized as income or expense within operating income (loss). As of September 30, 2013, the Company measured the fair value of the contingent consideration using the income approach, based on an updated analysis of cash flows in a non-risk neutral scenario, which utilized an updated discount rate of 30% due to historical results and revised projections. As a result of revised forecasts and the other assumptions noted, the Company estimated the fair value of the contingent consideration at $2,200 as of September 30, 2013, and recognized a gain of $5,300 in the consolidated statements of operations. Considerable judgment is required in the assumptions used in fair value measurements. Accordingly, use of different assumptions, such as significant increases or decreases in estimated revenues, cash flows or the discount rate, could result in materially different fair value estimates. For additional information, refer to Note 8, "Commitments and Contingencies". |
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The Company's financial assets and liabilities, measured at fair value on a recurring basis, were as follows: |
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Assets (Liabilities) | | Total | | Quoted | | Significant | | Significant | |
Prices in | Other | Unobservable |
Active | Observable | Inputs |
Markets for | Inputs | (Level 3) |
Identical | (Level 2) | |
Assets | | |
(Level 1) | | |
As of September 30, 2013 | | | | | | | | | | | | | |
U.S. government and agency securities | | $ | 7,544 | | $ | — | | $ | 7,544 | | $ | — | |
Contingent consideration(1) | | $ | (2,200 | ) | $ | — | | $ | — | | $ | (2,200 | ) |
As of December 31, 2012 | | | | | | | | | | | | | |
Certificates of deposit | | $ | 4,189 | | $ | — | | $ | 4,189 | | $ | — | |
U.S. government and agency securities | | $ | 15,025 | | $ | — | | $ | 15,025 | | $ | — | |
Contingent consideration(2) | | $ | (7,500 | ) | $ | — | | $ | — | | $ | (7,500 | ) |
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-1 |
As of September 30, 2013, this liability was classified in other long-term liabilities on the consolidated balance sheet. For additional information, refer to Note 8, "Commitments and Contingencies". |
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-2 |
As of December 31, 2012, $2,200 and $5,300 were classified in accrued expenses and other long-term liabilities, respectively, on the consolidated balance sheet. |
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The following table summarizes the changes in the fair value of assets and liabilities measured on a recurring basis that used significant unobservable inputs (Level 3): |
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Balance at December 31, 2012 | | $ | (7,500 | ) | | | | | | | | | |
Change in fair value of contingent consideration(1) | | | 5,300 | | | | | | | | | | |
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Balance at September 30, 2013 | | $ | (2,200 | ) | | | | | | | | | |
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-1 |
This change is reflected within operating expenses in the consolidated statements of operations. |
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