Investments and Fair Value Measurements | 5. Investments and Fair Value Measurements We invest our excess cash on deposit with major banks in money market, U.S. Treasury and government-sponsored entity, corporate, asset-backed, and mortgage-backed residential debt securities. By policy, we invest primarily in high-grade marketable securities. We are exposed to credit risk in the event of default by the financial institutions or issuers of these investments to the extent of amounts recorded in our Condensed Consolidated Balance Sheets. We consider all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. Typically, the cost of these investments has approximated fair value. Marketable investments with a maturity greater than three months are classified as available-for-sale short-term investments. Available-for-sale securities are stated at fair value with unrealized gains and losses reported as a separate component of OCI, adjusted for deferred income taxes. The credit portion of any other-than-temporary impairment is included in net income. Realized gains and losses on sales of financial instruments are recognized upon sale of the investments using the specific identification method. Our available-for-sale short-term investments as of March 31, 2016 and December 31, 2015 are as follows (in thousands): Amortized cost Gross unrealized Gross losses Fair value March 31, 2016 U.S. Government and sponsored entities $ 81,008 $ 322 $ (2 ) $ 81,328 Corporate debt securities 165,037 368 (236 ) 165,169 Asset-backed securities 33,298 273 (56 ) 33,515 Mortgage-backed securities – residential 1,460 2 (3 ) 1,459 Total short-term investments $ 280,803 $ 965 $ (297 ) $ 281,471 December 31, 2015 U.S. Government and sponsored entities $ 98,411 $ 12 $ (137 ) $ 98,286 Corporate debt securities 198,498 20 (510 ) 198,008 Asset-backed securities 35,276 195 (174 ) 35,297 Mortgage-backed securities – residential 1,689 2 (6 ) 1,685 Total short-term investments $ 333,874 $ 229 $ (827 ) $ 333,276 The fair value and duration that investments, including cash equivalents, have been in a gross unrealized loss position as of March 31, 2016 and December 31, 2015 are as follows (in thousands): Less than 12 Months More than 12 Months TOTAL Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized March 31, 2016 U.S. Government and sponsored entities $ 15,813 $ (2 ) $ — $ — $ 15,813 $ (2 ) Corporate debt securities 68,349 (189 ) 11,957 (47 ) 80,306 (236 ) Asset-backed securities 18,392 (16 ) 7,022 (40 ) 25,414 (56 ) Mortgage-backed securities – residential 487 (1 ) 240 (2 ) 727 (3 ) Total $ 103,041 $ (208 ) $ 19,219 $ (89 ) $ 122,260 $ (297 ) December 31, 2015 U.S. Government and sponsored entities $ 82,366 $ (137 ) $ — $ — $ 82,366 $ (137 ) Corporate debt securities 136,274 (448 ) 16,940 (62 ) 153,214 (510 ) Asset-backed securities 27,928 (103 ) 7,131 (71 ) 35,059 (174 ) Mortgage-backed securities – residential 764 (2 ) 269 (4 ) 1,033 (6 ) Total $ 247,332 $ (690 ) $ 24,340 $ (137 ) $ 271,672 $ (827 ) For fixed income securities that have unrealized losses as of March 31, 2016, we have determined that we do not have the intent to sell any of these investments and it is not more likely than not that we will be required to sell any of these investments before recovery of the entire amortized cost basis. We have evaluated these fixed income securities and determined that no credit losses exist. Accordingly, management has determined that the unrealized losses on our fixed income securities as of March 31, 2016 were temporary in nature. Amortized cost and estimated fair value of investments as of March 31, 2016 are summarized by maturity date as follows (in thousands): Amortized cost Fair value Mature in less than one year $ 90,975 $ 90,993 Mature in one to three years 189,828 190,478 Total short-term investments $ 280,803 $ 281,471 Net realized gains of less than $0.1 million from sales of investments were recognized in interest income and other expense, net, for the three months ended March 31, 2016 and 2015. Net unrealized gains of $0.7 million and net unrealized losses of $0.6 million, respectively, were included in OCI in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015, respectively. Fair Value Measurements ASC 820, Fair Value Measurement, identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy as follows: Level 1: Inputs that are quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; Level 2: Inputs that are other than quoted prices included within Level 1, that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date for the duration of the instrument’s anticipated life or by comparison to similar instruments; and Level 3: Inputs that are unobservable or reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. These include management’s own judgments about market participant assumptions developed based on the best information available in the circumstances. We utilize the market approach to measure the fair value of our fixed income securities. The market approach is a valuation technique that uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The fair value of our fixed income securities is obtained using readily-available market prices from a variety of industry standard data providers, large financial institutions, and other third-party sources for the identical underlying securities. The fair value of our investments in certain money market funds is expected to maintain a Net Asset Value of $1 per share and, as such, is priced at the expected market price. We obtain the fair value of our Level 2 financial instruments from several third party asset managers, custodian banks, and the accounting service providers. Independently, these service providers use professional pricing services to gather pricing data, which may include quoted market prices for identical or comparable instruments or inputs other than quoted prices that are observable either directly or indirectly. As part of this process, we engaged a pricing service to assist management in its pricing analysis and assessment of other-than-temporary impairment. All estimates, key assumptions, and forecasts were either provided by or reviewed by us. While we chose to utilize a third party pricing service, the impairment analysis and related valuations represent conclusions of management and not conclusions or statements of any third party. Our investments and liabilities measured at fair value have been presented in accordance with the fair value hierarchy specified in ASC 820 as of March 31, 2016 and December 31, 2015 in order of liquidity as follows (in thousands): Total Quoted Prices Significant Unobservable (Level 3) March 31, 2016 Assets: Money market funds $ 62,197 $ 62,197 $ — $ — U.S. Government and sponsored entities 81,328 39,738 41,590 — Corporate debt securities 165,739 — 165,739 — Asset-backed securities 33,516 — 33,280 236 Mortgage-backed securities – residential 1,458 — 1,458 — $ 344,238 $ 101,935 $ 242,067 $ 236 Liabilities: Contingent consideration, current and noncurrent $ 57,633 $ — $ — $ 57,633 Self-insurance 1,477 — — 1,477 $ 59,110 $ — $ — $ 59,110 December 31, 2015 Assets: Money market funds $ 13,221 $ 13,221 $ — $ — U.S. Government and sponsored entities 98,286 34,712 63,574 — Corporate debt securities 198,778 — 198,778 — Asset-backed securities 35,297 — 35,113 184 Mortgage-backed securities – residential 1,684 — 1,684 — $ 347,266 $ 47,933 $ 299,149 $ 184 Liabilities: Contingent consideration, current and noncurrent $ 54,796 $ — $ — $ 54,796 Self-insurance 1,268 — — 1,268 $ 56,064 $ — $ — $ 56,064 Money market funds consist of $62.2 and $13.2 million, which have been classified as cash equivalents as of March 31, 2016 and December 31, 2015, respectively. Corporate debt securities include $0.6 and 0.7 million, which have been classified as cash equivalents as of March 31, 2016 and December 31, 2015, respectively. Investments are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices or alternative pricing sources with reasonable levels of price transparency. Investments in U.S. Treasury obligations and overnight money market mutual funds have been classified as Level 1 because these securities are valued based on quoted prices in active markets or are actively traded at $1.00 Net Asset Value. There have been no transfers between Level 1 and 2 during the three months ended March 31, 2016 and 2015. Government agency investments and corporate debt instruments, including investments in asset-backed and mortgage-backed securities, have generally been classified as Level 2 because markets for these securities are less active or valuations for such securities utilize significant inputs, which are directly or indirectly observable. We hold asset-backed securities with income payments derived from and collateralized by a specified pool of underlying assets. Asset-backed securities in the portfolio are predominantly collateralized by credit cards and auto loans. We also hold two asset-backed securities collateralized by mortgage loans, which have been fully reserved. Liabilities for Contingent Consideration Acquisition-related liabilities for contingent consideration (i.e., earnouts) are related to the purchase business combinations of Rialco in 2016; Shuttleworth Business Systems Limited and CDM Solutions Limited (collectively, “Shuttleworth”), CTI, and Reggiani Macchine SpA (“Reggiani”) in 2015; DiMS! organizing print BV (“DIMS”), DirectSmile GmbH (“DirectSmile”), and SmartLinc, Inc. (“SmartLinc”) in 2014; Outback Software Pty. Ltd. doing business as Metrix Software (“Metrix”), GamSys Software SPRL (“GamSys”), and PrintLeader Software (“PrintLeader”) in 2013; and Technique, Inc. and Technique Business Systems Limited (collectively, “Technique”) in 2012. The fair value of these earnouts is estimated to be $57.6 and $54.8 million as of March 31, 2016 and December 31, 2015, respectively, by applying the income approach in accordance with ASC 805-30-25-5, Business Combinations. Key assumptions include risk-free discount rates between 0.6% and 4.98% (Monte Carlo valuation method) and discount rates between 4.2% and 6.0% (probability-adjusted method), as well as probability-adjusted revenue, gross profit, and EBIT levels. Probability-adjusted revenue, gross profit, and EBIT are significant inputs that are not observable in the market, which ASC 820-10-35 refers to as Level 3 inputs. These contingent liabilities have been reflected in the Condensed Consolidated Balance Sheet as of March 31, 2016 as current and noncurrent liabilities of $3.9 and $53.7 million, respectively. The fair value of contingent consideration decreased by $0.8 million, partially offset by $0.6 million of earnout interest accretion related to all acquisitions, during the three months ended March 31, 2016. The Reggiani earnout performance probability increased while the DIMS earnout performance probability decreased during the three months ended March 31, 2016. The fair value of contingent consideration decreased by $3.5 million, partially offset by $1.4 million of earnout interest accretion related to all acquisitions, during the year ended December 31, 2015. The DIMS, DirectSmile, GamSys, and Metrix earnout performance probability percentages decreased in 2015. In accordance with ASC 805-30-35-1, changes in the fair value of contingent consideration subsequent to the acquisition date have been recognized in general and administrative expense. Earnout payments during the three months ended March 31, 2016 of $1.2 and $0.2 million are primarily related to the previously accrued DirectSmile and Metrix contingent consideration liabilities, respectively. Earnout payments during the year ended December 31, 2015 of $2.0, $1.1, $0.6, and $0.3 million are primarily related to the previously accrued Technique, GamSys, Metrix, and SmartLinc contingent consideration liabilities, respectively. Changes in the fair value of contingent consideration are summarized as follows (in thousands): Fair value of contingent consideration at January 1, 2015 $ 12,277 Fair value of Reggiani contingent consideration at July 1, 2015 43,170 Fair value of CTI contingent consideration at October 6, 2015 2,551 Fair value of Shuttleworth contingent consideration at November 4, 2015 5,077 Changes in valuation (3,575 ) Payments (4,093 ) Foreign currency adjustment (611 ) Fair value of contingent consideration at December 31, 2015 $ 54,796 Fair value of Rialco contingent consideration at March 1, 2016 $ 2,109 Changes in valuation (206 ) Payments (1,443 ) Foreign currency adjustment 2,377 Fair value of contingent consideration at March 31, 2016 $ 57,633 Since the primary inputs to the fair value measurement of the contingent consideration liability are the discount rate and probability-adjusted revenue, we reviewed the sensitivity of the fair value measurement to changes in these inputs. We assessed the probability of achieving the revenue performance targets for the contingent consideration associated with each acquisition at percentage levels between 60% and 100% as of each respective acquisition date based on an assessment of the historical performance of each acquired entity, our current expectations of future performance, and other relevant factors. A change in probability-adjusted revenue of five percentage points from the level assumed in the current valuations would result in a change in the fair value of contingent consideration of $1.8 million resulting in a corresponding adjustment to general and administrative expense. A change in the discount rate of one percentage point results in a change in the fair value of contingent consideration of $1.3 million. The potential undiscounted amount of future contingent consideration cash payments that we could be required to make related to our business acquisitions, beyond amounts currently accrued, is $16.0 million as of March 31, 2016. Fair Value of Derivative Instruments We utilize the income approach to measure the fair value of our derivative assets and liabilities. The income approach uses pricing models that rely on market observable inputs such as yield curves, currency exchange rates, and forward prices, and are therefore classified as Level 2 measurements. The notional amount of our derivative assets and liabilities was $156.2 and $118.6 million as of March 31, 2016 and December 31, 2015, respectively. The fair value of our derivative assets and liabilities that were designated for cash flow hedge accounting treatment having notional amounts of $3.4 and $3.2 million as of March 31, 2016 and December 31, 2015, respectively, was not material. Fair Value of Convertible Senior Notes In September 2014, we issued $345 million aggregate principal amount of 0.75% Convertible Senior Notes due 2019 (“Notes”). The Notes are carried at their original issuance value, net of unamortized debt discount, and are not marked to market each period. The approximate fair value of the Notes as of March 31, 2016 was approximately $362 million and was considered a Level 2 fair value measurement. Fair value was estimated based upon actual quotations obtained at the end of the reporting period or the most recent date available. A substantial portion of the market value of our Notes in excess of the outstanding principal amount relates to the conversion premium. |