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, municipal government, 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 Available-for-sale Our available-for-sale Amortized cost Gross unrealized Gross unrealized losses Fair value September 30, 2017 U.S. Government and sponsored entities $ 65,345 $ 2 $ (358 ) $ 64,989 Corporate debt securities 138,399 152 (200 ) 138,351 Municipal government 1,047 — (1 ) 1,046 Asset-backed securities 12,823 47 (21 ) 12,849 Mortgage-backed securities – residential 689 1 (2 ) 688 Total short-term investments $ 218,303 $ 202 $ (582 ) $ 217,923 December 31, 2016 U.S. Government and sponsored entities $ 70,893 $ 49 $ (348 ) $ 70,594 Corporate debt securities 198,166 102 (621 ) 197,647 Municipal government 1,278 — (1 ) 1,277 Asset-backed securities 24,233 79 (17 ) 24,295 Mortgage-backed securities – residential 1,615 3 (3 ) 1,615 Total short-term investments $ 296,185 $ 233 $ (990 ) $ 295,428 The fair value and duration that investments, including cash equivalents, have been in a gross unrealized loss position as of September 30, 2017, and December 31, 2016 are as follows (in thousands): Less than 12 Months More than 12 Months TOTAL Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized September 30, 2017 U.S. Government and sponsored entities $ 45,777 $ (158 ) $ 18,040 $ (199 ) $ 63,817 $ (357 ) Corporate debt securities 57,158 (138 ) 21,315 (63 ) 78,473 (201 ) Municipal government 379 (1 ) — — 379 (1 ) Asset-backed securities 11,959 (20 ) 805 (1 ) 12,764 (21 ) Mortgage-backed securities – residential 351 (2 ) 11 — 362 (2 ) Total $ 115,624 $ (319 ) $ 40,171 $ (263 ) $ 155,795 $ (582 ) December 31, 2016 U.S. Government and sponsored entities $ 39,810 $ (348 ) $ — $ — $ 39,810 $ (348 ) Corporate debt securities 133,382 (581 ) 13,158 (40 ) 146,540 (621 ) Municipal government 1,268 (1 ) — — 1,268 (1 ) Asset-backed securities 4,540 (7 ) 4,611 (10 ) 9,151 (17 ) Mortgage-backed securities – residential 428 (1 ) 153 (2 ) 581 (3 ) Total $ 179,428 $ (938 ) $ 17,922 $ (52 ) $ 197,350 $ (990 ) For fixed income securities that have unrealized losses as of September 30, 2017, 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 September 30, 2017, were temporary in nature. Amortized cost and estimated fair value of investments as of September 30, 2017, are summarized by maturity date as follows (in thousands): Amortized cost Fair value Mature in less than one year $ 56,677 $ 56,646 Mature in one to three years 161,626 161,277 Total short-term investments $ 218,303 $ 217,923 Net realized gains of less than $0.1 and $0.2 million from sales of investments were recognized in interest income and other income, net, during the three and nine months ended September 30, 2017, respectively. Net realized gains of $0.1 and $0.3 million from sales of investments were recognized in interest income and other income, net, during the three and nine months ended September 30, 2016, respectively. Net unrealized losses of $0.4 and $0.8 million were included in OCI in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2017, and December 31, 2016, respectively. Fair Value Measurements ASC 820, Fair Value Measurements, 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 the 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 September 30, 2017, and December 31, 2016 in order of liquidity as follows (in thousands): Total Quoted Prices Significant Unobservable (Level 3) September 30, 2017 Assets: Money market funds $ 24,426 $ 24,426 $ — $ — U.S. Government and sponsored entities 64,989 38,966 26,023 — Corporate debt securities 138,351 — 138,351 — Municipal government 1,046 — 1,046 — Asset-backed securities 12,849 — 12,795 54 Mortgage-backed securities – residential 687 — 687 — $ 242,348 $ 63,392 $ 178,902 $ 54 Liabilities: Contingent consideration, current and noncurrent $ 53,520 $ — $ — $ 53,520 Self-insurance 935 — — 935 $ 54,455 $ — $ — $ 54,455 December 31, 2016 Assets: Money market funds $ 23,575 $ 23,575 $ — $ — U.S. Government and sponsored entities 70,594 51,870 18,724 — Corporate debt securities 197,647 — 197,647 — Municipal government 1,277 — 1,277 — Asset-backed securities 24,295 — 24,228 67 Mortgage-backed securities – residential 1,615 — 1,615 — $ 319,003 $ 75,445 $ 243,491 $ 67 Liabilities: Contingent consideration, current and noncurrent $ 56,463 $ — $ — $ 56,463 Self-insurance 1,542 — — 1,542 $ 58,005 $ — $ — $ 58,005 Money market funds consist of $24.4 and $23.6 million, which have been classified as cash equivalents as of September 30, 2017, and December 31, 2016, 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 nine months ended September 30, 2017 and 2016. 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 GD in 2017; Optitex Ltd. (“Optitex”) and Rialco Limited (“Rialco”) in 2016; Shuttleworth Business Systems Limited and CDM Solutions Limited (collectively, “Shuttleworth”), CTI, and 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”) and PrintLeader Software (“PrintLeader”) in 2013. The fair value of these earnouts is estimated to be $53.5 and $56.5 million as of September 30, 2017, and December 31, 2016, respectively, by applying the income approach in accordance with ASC 805-30-25-5. 820-10-35 The fair value of contingent consideration increased by $2.2 million, including $1.2 million of earnout interest accretion related to all acquisitions during the nine months ended September 30, 2017. The Optitex and CTI earnout performance probabilities increased while the Shuttleworth earnout performance probability decreased in 2017. The fair value of contingent consideration increased by $6.8 million, including $2.7 million of earnout interest accretion related to all acquisitions during the year ended December 31, 2016. The Rialco, Optitex, Reggiani, DirectSmile, and CTI earnout performance probabilities increased while the DIMS and Shuttleworth earnout performance probabilities decreased or were not achieved in 2016. In accordance with ASC 805-30-35-1, Earnout payments and settlements during the nine months ended September 30, 2017 of $8.9, $1.3, and $1.2 million are primarily related to the previously accrued Reggiani, Rialco, and Shuttleworth contingent consideration liabilities, respectively. Earnout payments during the year ended December 31, 2016 of $23.8, $3.6, $0.4, and $0.2 million are primarily related to the previously accrued Reggiani, DirectSmile, SmartLinc, and Metrix 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, 2016 $ 54,796 Fair value of Rialco contingent consideration at March 1, 2016 2,109 Fair value of Optitex contingent consideration at June 16, 2016 22,300 Changes in valuation 6,813 Payments (28,111 ) Foreign currency adjustment (1,444 ) Fair value of contingent consideration at December 31, 2016 $ 56,463 Fair value of GD contingent consideration at August 14, 2017 $ 3,600 Changes in valuation $ 2,187 Payments and settlements (11,559 ) Foreign currency adjustment 2,829 Fair value of contingent consideration at September 30, 2017 $ 53,520 Since the primary inputs to the fair value measurement of 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 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 an increase in the fair value of contingent consideration of $1.7 million or a decrease in the fair value of contingent consideration of $2.8 million, resulting in a corresponding adjustment to general and administrative expense. A change in the discount rate of one percentage point would result in an increase in the fair value of contingent consideration of $0.4 million or a decrease of $0.5 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 $13.5 million as of September 30, 2017. 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 $191.8 and $161.8 million as of September 30, 2017 and December 31, 2016, respectively. The fair value of our derivative assets and liabilities that were designated for cash flow hedge accounting treatment having notional amounts of $3.8 and $3.2 million as of September 30, 2017 and December 31, 2016, respectively, was not material. Fair Value of Convertible Senior Notes In September 2014, we issued $345 million aggregate principal amount of our Notes. The Notes are carried at their original issuance value, net of unamortized debt discount, and are not marked to market each period. The fair value of the Notes as of September 30, 2017 was approximately $360.9 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. |