Fair Value Measurements | 3 Months Ended |
Mar. 31, 2014 |
Fair Value Disclosures [Abstract] | ' |
Fair Value Measurements | ' |
10 | Fair Value Measurements | | | | | | | | | | | | | | | |
The accounting standard for fair value measurements among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. The accounting standard establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: |
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| | Level 1 | | Observable input such as quoted prices in active markets for identical assets or liabilities; | | | | | | | | | | | | |
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| | Level 2 | | Observable inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | | | | | | | | | | | | |
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| | Level 3 | | Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | | | | | | | | | | | | |
Assets and liabilities measured at fair value are based on one or more of three valuation techniques identified in the tables below. Where more than one technique is noted, individual assets or liabilities were valued using one or more of the noted techniques. The valuation techniques are as follows: |
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| (a) | Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities; | | | | | | | | | | | | | | |
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| (b) | Cost approach: Amount that would be currently required to replace the service capacity of an asset (current replacement cost); and | | | | | | | | | | | | | | |
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| (c) | Income approach: Valuation techniques to convert future amounts to a single present amount based on market expectations (including present value techniques). | | | | | | | | | | | | | | |
On a recurring basis, we measure certain financial assets and liabilities at fair value, including our money market funds, short-term investments which consist of U.S. treasury securities and U.S. agency securities, and foreign exchange forward and option contracts. The accounting standard for fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty and its credit risk in its assessment of fair value. |
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The following tables present our financial assets and liabilities measured at fair value on a recurring basis at March 31, 2014 and December 31, 2013: |
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| | March 31, | | | Quoted Prices | | | Significant | | | Valuation | | |
2014 | in Active | Other | Technique | | |
| Markets for | Observable | | | |
| Identical Assets | Inputs | | | |
| (Level 1) | (Level 2) | | | |
Financial assets | | | | | | | | | | | | | | | | |
Money market funds | | $ | 154,158 | | | $ | 154,158 | | | $ | — | | | (a) | | |
U.S. treasury securities | | | 48,026 | | | | 48,026 | | | | — | | | (a) | | |
U.S. agency securities | | | 52,535 | | | | — | | | | 52,535 | | | (a) | | |
Foreign exchange derivatives | | | 120 | | | | — | | | | 120 | | | (a) | | |
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| | $ | 254,839 | | | $ | 202,184 | | | $ | 52,655 | | | | | |
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| | December 31, | | | Quoted Prices | | | Significant | | | Valuation | | |
2013 | in Active | Other | Technique | | |
| Markets for | Observable | | | |
| Identical Assets | Inputs | | | |
| (Level 1) | (Level 2) | | | |
Financial assets | | | | | | | | | | | | | | | | |
Money market funds | | $ | 259,031 | | | $ | 259,031 | | | $ | — | | | (a) | | |
U.S. treasury securities | | | 57,076 | | | | 57,076 | | | | — | | | (a) | | |
U.S. agency securities | | | 54,645 | | | | — | | | | 54,645 | | | (a) | | |
Foreign exchange derivatives | | | 222 | | | | — | | | | 222 | | | (a) | | |
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| | $ | 370,974 | | | $ | 316,107 | | | $ | 54,867 | | | | | |
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Our money market funds and U.S. treasury securities are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets for identical instruments. Our U.S. agency securities are classified within level 2 of the fair value hierarchy because they are valued using other than quoted prices in active markets. In addition to $154.2 million and $259.0 million invested in money market funds as of March 31, 2014 and December 31, 2013, respectively, we had $13.6 million and $54.6 million of cash invested in bank accounts as of March 31, 2014 and December 31, 2013, respectively. |
Our foreign exchange derivatives consist of forward and option contracts and are classified within Level 2 of the fair value hierarchy because they are valued based on observable inputs and are available for substantially the full term of our derivative instruments. We use foreign exchange forward and option contracts to fix the functional currency value of forecasted commitments, payments and receipts. The aggregate notional amount of the outstanding foreign exchange forward and option contracts was $25.3 million and $24.1 million at March 31, 2014 and December 31, 2013, respectively. Our foreign exchange forward and option contracts contain netting provisions to mitigate credit risk in the event of counterparty default, including payment default and cross default. At March 31, 2014 and December 31, 2013, the fair value of our counterparty default exposure was less than $1.0 million and spread across several highly rated counterparties. |
The following table presents our nonfinancial assets and liabilities measured at fair value on a nonrecurring basis during 2014 and 2013: |
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| | March 31, | | | Significant | | | Total | | | Valuation | | |
2014 | Unobservable | Impairment | Technique | | |
| Inputs | | | | |
| (Level 3) | | | | |
Nonfinancial liabilities | | | | | | | | | | | | | | | | |
Contingent consideration liability associated with acquisitions | | $ | 1,911 | | | $ | 1,911 | | | $ | — | | | (c) | | |
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| | $ | 1,911 | | | $ | 1,911 | | | $ | — | | | | | |
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| | December 31, | | | Significant | | | Total | | | Valuation | | |
2013 | Unobservable | Impairment | Technique | | |
| Inputs | | | | |
| (Level 3) | | | | |
Nonfinancial assets | | | | | | | | | | | | | | | | |
Property, plant, and equipment | | $ | — | | | $ | — | | | $ | 7,439 | | | (b) | | |
Pre-publication costs | | | — | | | | — | | | | 1,061 | | | (b) | | |
Other intangible assets | | | 4,200 | | | | 4,200 | | | | 500 | | | (a)(c) | | |
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| | $ | 4,200 | | | $ | 4,200 | | | $ | 9,000 | | | | | |
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Nonfinancial liabilities | | | | | | | | | | | | | | | | |
Contingent consideration liability associated with acquisitions | | $ | 1,881 | | | $ | 1,881 | | | $ | — | | | (c) | | |
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| | $ | 1,881 | | | $ | 1,881 | | | $ | — | | | | | |
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Our nonfinancial assets, which include goodwill, other intangible assets, property, plant, and equipment, and pre-publication costs, are not required to be measured at fair value on a recurring basis. However, if certain trigger events occur, or if an annual impairment test is required, we evaluate the nonfinancial assets for impairment. If an impairment did occur, the asset is required to be recorded at the estimated fair value. |
We review software development costs, included within property, plant, and equipment, for impairment. For the three months ended March 31, 2014 and March 31, 2013, no software development costs were impaired. |
Pre-publication costs recorded on the balance sheet are periodically reviewed for impairment by comparing the unamortized capitalized costs of the assets to the fair value of those assets. For the three months ended March 31, 2014 and March 31, 2013, no pre-publication costs were impaired. |
In evaluating goodwill for impairment, we first compare our reporting unit’s fair value to its carrying value. We estimate the fair values of our reporting units by considering market multiple and recent transaction values of peer companies, where available, and projected discounted cash flows, if reasonably estimable. There was no impairment recorded for goodwill for the three months ended March 31, 2014 and March 31, 2013. |
We perform an impairment test for our other intangible assets by comparing the assets fair value to its carrying value. Fair value is estimated based on recent market transactions, where available, and projected discounted cash flows, if reasonably estimable. There was no impairment recorded for three months ended March 31, 2014 and March 31, 2013. The fair value of goodwill and other intangible assets are estimates, which are inherently subject to significant uncertainties, and actual results could vary significantly from these estimates. |
The fair value of an acquisition-related contingent consideration liability is affected most significantly by changes in the estimated probabilities of the contingencies being achieved. |
The following table presents a summary of changes in fair value of the Company’s Level 3 liabilities measured on a recurring basis for March 31, 2014 and December 31, 2013: |
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| | Level 3 | | | | | | | | | | | | | |
Inputs | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | |
Balance at December 31, 2012 | | $ | 5,055 | | | | | | | | | | | | | |
Change in fair value of contingent consideration liability, included in selling and administrative expenses | | | (1,599 | ) | | | | | | | | | | | | |
Payments of contingent consideration liability | | | (1,575 | ) | | | | | | | | | | | | |
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Balance at December 31, 2013 | | | 1,881 | | | | | | | | | | | | | |
Change in fair value of contingent consideration liability, included in selling and administrative expenses | | | 30 | | | | | | | | | | | | | |
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Balance at March 31, 2014 | | $ | 1,911 | | | | | | | | | | | | | |
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Fair Value of Debt |
The following table presents the carrying amounts and estimated fair market values of our debt at March 31, 2014 and December 31, 2013. The fair value of debt is deemed to be the amount at which the instrument could be exchanged in an orderly transaction between market participants at the measurement date. |
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| | March 31, 2014 | | | December 31, 2013 | |
| | Carrying | | | Estimated | | | Carrying | | | Estimated | |
Amount | Fair Value | Amount | Fair Value |
Debt | | | | | | | | | | | | | | | | |
$250,000 term loan | | $ | 245,000 | | | $ | 246,531 | | | $ | 245,625 | | | $ | 247,774 | |
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The fair market values of our debt were estimated based on quoted market prices on a private exchange for those instruments that are traded and are classified as level 2 within the fair value hierarchy, at March 31, 2014 and December 31, 2013. The fair market values require varying degrees of management judgment. The factors used to estimate these values may not be valid on any subsequent date. Accordingly, the fair market values of the debt presented may not be indicative of their future values. |