FAIR VALUE MEASUREMENTS - Note 2 |
2. FAIR VALUE MEASUREMENTS
Cash, cash equivalents, and available-for-sale
investments, and contingent consideration were (in thousands):
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
Cash and |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
|
Cash |
|
|
Short-Term |
As of December 31, 2016 |
|
|
Costs |
|
|
Gain |
|
|
Loss |
|
|
Fair Value |
|
|
Equivalents |
|
|
Investments |
Cash |
|
$ |
27,382 |
|
$ |
- |
|
$ |
- |
|
$ |
27,382 |
|
$ |
27,382 |
|
$ |
- |
Level 1: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
|
6,075 |
|
|
- |
|
|
- |
|
|
6,075 |
|
|
6,075 |
|
|
- |
Mutual funds |
|
|
2,000 |
|
|
- |
|
|
(202) |
|
|
1,798 |
|
|
- |
|
|
1,798 |
Subtotal |
|
|
35,457 |
|
|
- |
|
|
(202) |
|
|
35,255 |
|
|
33,457 |
|
|
1,798 |
Level 2: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper |
|
|
20,945 |
|
|
4 |
|
|
(2) |
|
|
20,947 |
|
|
- |
|
|
20,947 |
Corporate debt |
|
|
90,469 |
|
|
57 |
|
|
(65) |
|
|
90,461 |
|
|
- |
|
|
90,461 |
Asset backed securities |
|
|
22,630 |
|
|
7 |
|
|
(15) |
|
|
22,622 |
|
|
- |
|
|
22,622 |
Mortgage backed securities |
|
|
367 |
|
|
- |
|
|
(2) |
|
|
365 |
|
|
- |
|
|
365 |
Agency bond |
|
|
2,000 |
|
|
1 |
|
|
- |
|
|
2,001 |
|
|
- |
|
|
2,001 |
International government securities |
|
|
1,000 |
|
|
- |
|
|
- |
|
|
1,000 |
|
|
- |
|
|
1,000 |
Subtotal |
|
|
137,411 |
|
|
69 |
|
|
(84) |
|
|
137,396 |
|
|
- |
|
|
137,396 |
Total assets |
|
$ |
172,868 |
|
$ |
69 |
|
$ |
(286) |
|
$ |
172,651 |
|
$ |
33,457 |
|
$ |
139,194 |
Level 3: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
148 |
|
$ |
- |
|
$ |
- |
Total liabilities |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
148 |
|
$ |
- |
|
$ |
- |
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
Cash and |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
|
Cash |
|
|
Short-Term |
As of March 31, 2016 |
|
|
Costs |
|
|
Gain |
|
|
Loss |
|
|
Fair Value |
|
|
Equivalents |
|
|
Investments |
Cash |
|
$ |
18,596 |
|
$ |
- |
|
$ |
- |
|
$ |
18,596 |
|
$ |
18,596 |
|
$ |
- |
Level 1: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
|
14,980 |
|
|
- |
|
|
- |
|
|
14,980 |
|
|
14,980 |
|
|
- |
Mutual funds |
|
|
2,000 |
|
|
- |
|
|
(187) |
|
|
1,813 |
|
|
- |
|
|
1,813 |
Subtotal |
|
|
35,576 |
|
|
- |
|
|
(187) |
|
|
35,389 |
|
|
33,576 |
|
|
1,813 |
Level 2: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper |
|
|
6,794 |
|
|
2 |
|
|
- |
|
|
6,796 |
|
|
- |
|
|
6,796 |
Corporate debt |
|
|
85,164 |
|
|
78 |
|
|
(28) |
|
|
85,214 |
|
|
- |
|
|
85,214 |
Municipal securities |
|
|
1,007 |
|
|
- |
|
|
(1) |
|
|
1,006 |
|
|
- |
|
|
1,006 |
Asset backed securities |
|
|
24,614 |
|
|
7 |
|
|
(11) |
|
|
24,610 |
|
|
- |
|
|
24,610 |
Mortgage backed securities |
|
|
2,045 |
|
|
- |
|
|
(17) |
|
|
2,028 |
|
|
- |
|
|
2,028 |
Agency bond |
|
|
6,805 |
|
|
1 |
|
|
- |
|
|
6,806 |
|
|
- |
|
|
6,806 |
International government securities |
|
|
1,000 |
|
|
1 |
|
|
- |
|
|
1,001 |
|
|
- |
|
|
1,001 |
Subtotal |
|
|
127,429 |
|
|
89 |
|
|
(57) |
|
|
127,461 |
|
|
- |
|
|
127,461 |
Total assets |
|
$ |
163,005 |
|
$ |
89 |
|
$ |
(244) |
|
$ |
162,850 |
|
$ |
33,576 |
|
$ |
129,274 |
Level 3: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
148 |
|
$ |
- |
|
$ |
- |
Total liabilities |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
148 |
|
$ |
- |
|
$ |
- |
Contractual maturities of investments as
of December 31, 2016, are set forth below (in thousands):
|
|
|
Estimated |
|
|
|
Fair Value |
Due within one year |
|
$ |
86,842 |
Due after one year |
|
|
52,352 |
Total |
|
$ |
139,194 |
Contingent Consideration and Escrow
Liability
The Company's contingent consideration liability
and escrow liability, included in other accrued liabilities and noncurrent liabilities on the consolidated balance sheets, was
associated with the Quality Software Corporation (QSC) acquisition made in the first quarter of fiscal 2016. Amounts held in escrow
were measured at fair value using present value computations. The contingent consideration was measured at fair value using a probability
weighted average of the potential payment outcomes that would occur should certain contract milestones be reached. There is no
market data available to use in valuing the contingent consideration; therefore, the Company developed its own assumptions related
to the achievement of the milestones to evaluate the fair value of the liability. As such, the contingent consideration is classified
within Level 3 as described below.
The items are classified as Level 3 within
the valuation hierarchy, consisting of contingent consideration and escrow liability related to the QSC acquisition, were valued
based on an estimate of the probability of success of the milestones being achieved and present value computations, respectively.
The table below presents a roll-forward of the contingent consideration and escrow liability valued using a Level 3 input (in thousands):
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
Balance at beginning of period |
|
$ |
216 |
|
$ |
391 |
|
$ |
341 |
|
$ |
- |
Purchase price contingent consideration |
|
|
- |
|
|
- |
|
|
- |
|
|
541 |
Fair value adjustment |
|
|
107 |
|
|
- |
|
|
107 |
|
|
- |
Contingent consideration payments |
|
|
(175) |
|
|
(50) |
|
|
(300) |
|
|
(200) |
Balance at end of period |
|
$ |
148 |
|
$ |
341 |
|
$ |
148 |
|
$ |
341 |
|