Investments and Fair Value Measurements | Note 5. Investments and Fair Value Measurements We invest our excess cash on deposit with major banks in money market, United States (“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 available-for-sale Amortized cost Gross unrealized gains Gross unrealized losses Fair value March 31, 2018 U.S. Government and sponsored entities $ 59,831 $ — $ (811 ) $ 59,020 Corporate debt securities 72,645 — (779 ) 71,866 Municipal securities 383 — (3 ) 380 Asset-backed securities 9,166 41 (87 ) 9,120 Mortgage-backed securities – residential 275 — (2 ) 273 Total short-term investments $ 142,300 $ 41 $ (1,682 ) $ 140,659 December 31, 2017 U.S. Government and sponsored entities $ 59,824 $ — $ (660 ) $ 59,164 Corporate debt securities 79,356 — (450 ) 78,906 Municipal securities 382 — (2 ) 380 Asset-backed securities 9,808 44 (47 ) 9,805 Mortgage-backed securities – residential 445 — (3 ) 442 Total short-term investments $ 149,815 $ 44 $ (1,162 ) $ 148,697 The fair value and duration that investments, including cash equivalents, have been in a gross unrealized loss position as of the periods presented below 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, 2018 U.S. Government and sponsored entities $ 22,912 $ (319 ) $ 35,948 $ (491 ) $ 58,860 $ (810 ) Corporate debt securities 37,448 (394 ) 34,090 (386 ) 71,538 (780 ) Municipal securities 377 (3 ) — — 377 (3 ) Asset-backed securities 6,317 (64 ) 2,728 (23 ) 9,045 (87 ) Mortgage-backed securities – residential 106 (1 ) 144 (1 ) 250 (2 ) Total $ 67,160 $ (781 ) $ 72,910 $ (901 ) $ 140,070 $ (1,682 ) December 31, 2017 U.S. Government and sponsored entities $ 23,023 $ (206 ) $ 35,989 $ (454 ) $ 59,012 $ (660 ) Corporate debt securities 45,857 (207 ) 32,634 (243 ) 78,491 (450 ) Municipal securities 378 (2 ) — — 378 (2 ) Asset-backed securities 6,779 (31 ) 2,947 (16 ) 9,726 (47 ) Mortgage-backed securities – residential 162 (2 ) 142 (1 ) 304 (3 ) Total $ 76,199 $ (448 ) $ 71,712 $ (714 ) $ 147,911 $ (1,162 ) For fixed income securities that have unrealized losses as of March 31, 2018, 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, 2018, were temporary in nature. Amortized cost and estimated fair value of investments as of March 31, 2018, are summarized by maturity date as follows (in thousands): Amortized cost Fair value Mature in less than one year $ 56,666 $ 56,348 Mature in one to three years 85,634 84,311 Total short-term investments $ 142,300 $ 140,659 Net realized gains from sales of investments of less than $0.1 million were recognized in interest income and other income, net, during the three months ended March 31, 2018 and 2017, respectively. Net unrealized losses of $1.6 and $1.1 million were included in OCI in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2018, and December 31, 2017, 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 the periods presented below, in order of liquidity as follows (in thousands): Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant other Observable Inputs (Level 2) Unobservable Inputs (Level 3) March 31, 2018 Assets: Money market funds $ 6,228 $ 6,228 $ — $ — U.S. Government and sponsored entities 59,020 33,207 25,813 — Corporate debt securities 71,866 — 71,866 — Municipal securities 380 — 380 — Asset-backed securities 9,120 — 9,072 48 Mortgage-backed securities – residential 273 — 273 — $ 146,887 $ 39,435 $ 107,404 $ 48 Liabilities: Contingent consideration, current and noncurrent $ 33,995 $ — $ — $ 33,995 Self-insurance 1,247 — — 1,247 $ 35,242 $ — $ — $ 35,242 December 31, 2017 Assets: Money market funds $ 9,897 $ 9,897 $ — $ — U.S. Government and sponsored entities 59,164 33,261 25,903 — Corporate debt securities 78,906 — 78,906 — Municipal securities 380 — 380 — Asset-backed securities 9,805 — 9,754 51 Mortgage-backed securities – residential 442 — 442 — $ 158,594 $ 43,158 $ 115,385 $ 51 Liabilities: Contingent consideration, current and noncurrent $ 35,702 $ — $ — $ 35,702 Self-insurance 902 — — 902 $ 36,604 $ — $ — $ 36,604 Money market funds have been classified as cash equivalents as of March 31, 2018, and December 31, 2017, 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, 2018 and 2017. 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 Escada Innovations Limited and Escada Systems, Inc. (collectively, “Escada”) and Generation Digital Solutions, Inc. (“Generation Digital”), in 2017; Optitex Ltd. (“Optitex”) and Rialco Limited (“Rialco”) in 2016; Shuttleworth Business Systems Limited and CDM Solutions Limited (collectively, “Shuttleworth”), CTI, and Reggiani Macchine SpA (“Reggiani”) in 2015; and PrintLeader Software (“PrintLeader”) in 2013. The fair value of these earnouts is estimated to be $34.0 and $35.7 million as of March 31, 2018, and December 31, 2017, respectively, by applying the income approach in accordance with ASC 805-30-25-5. 820-10-35 Changes in the fair value of contingent consideration are summarized as follows (in thousands): Liability for Contingent Consideration Fair value of contingent consideration at January 1, 2017 $ 56,463 Fair value of Generation Digital contingent consideration at August 14, 2017 3,600 Fair value of Escada contingent consideration at October 1, 2017 2,049 Escrow adjustment for Reggiani acquisition (4,711 ) Changes in valuation 4,761 Earnout accretion 1,711 Payments and settlements (30,924 ) Foreign currency adjustment 2,753 Fair value of contingent consideration at December 31, 2017 $ 35,702 Changes in valuation (1,459 ) Earnout accretion 230 Payments (724 ) Foreign currency adjustment 246 Fair value of contingent consideration at March 31, 2018 $ 33,995 The Generation Digital and Shuttleworth earnout performance probabilities decreased in 2018 based on recent actual and updated forecasted financial performance. The Optitex, CTI and Rialco earnout performance probabilities increased during 2017, while the Shuttleworth earnout performance probability decreased. In accordance with ASC 805-30-35-1, Earnout payments and settlements during the three months ended March 31, 2018 of $0.7 million are primarily related to the previously accrued Shuttleworth contingent consideration liability. Earnout payments during the year ended December 31, 2017 of $21.5, $6.8, $1.3, and $1.2 million were primarily related to the previously accrued Reggiani, Optitex, Rialco, and Shuttleworth contingent consideration liabilities, respectively. The primary inputs to the fair value measurement of contingent consideration liability are the discount rate and probability-adjusted revenue or earnings targets specified in the acquisition agreements. Accordingly, 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 50% 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 $1.8 million or a decrease in the fair value of contingent consideration of $2.3 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 $0.3 million or a decrease of $0.3 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 $10.6 million as of March 31, 2018. 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 $243.5 and $239.4 million as of March 31, 2018 and December 31, 2017, respectively. We did not have any cash flow hedges as of March 31, 2018. The fair value of our derivative assets and liabilities that were designated for cash flow hedge accounting treatment having notional amounts of $3.9 million as of December 31, 2017 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 March 31, 2018 was approximately $334.7 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. |