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Financial Instruments
3 Months Ended
Mar. 31, 2020
Disclosure Text Block Supplement [Abstract]  
Financial Instruments

NOTE D – Financial Instruments

We invest primarily in money market funds, certificates of deposit, highly liquid debt instruments of the U.S. government and U.S. corporate debt securities.  All investments with remaining maturities of less than one year from the balance sheet date are classified as short-term investments. Investments with remaining maturities of more than one year from the balance sheet date are classified as long-term investments. As of March 31, 2020 and December 31, 2019, all of our investments held were classified as short-term.

Our short-term marketable securities are classified as available-for-sale. We intend to hold marketable securities until maturity; however, we may sell these securities at any time for use in current operations or for other purposes.

Our marketable securities are carried at fair value and unrealized gains and losses on these investments, net of taxes, are included in accumulated other comprehensive loss in the condensed consolidated balance sheets. Realized gains or losses are included in other income (expense), net in the condensed consolidated statements of comprehensive income. When a determination has been made that the fair value of a marketable security is below its amortized cost basis, the portion of the unrealized loss that corresponds to a credit-related factor is realized through a credit allowance on the marketable security and the equivalent expense is realized in other income (expense), net in the condensed consolidated statements of comprehensive income.

Cash equivalents and short-term investments consisted of the following:

 

 

 

March 31, 2020

 

 

 

Amortized

 

 

Unrealized

 

 

Fair

 

(In thousands)

 

Cost

 

 

Gains, net

 

 

Value

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

157,333

 

 

$

 

 

$

157,333

 

Certificates of deposit

 

 

6,140

 

 

 

 

 

 

6,140

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

 

11,405

 

 

 

24

 

 

 

11,429

 

Commercial paper

 

 

7,496

 

 

 

10

 

 

 

7,506

 

U.S. treasury securities

 

 

4,932

 

 

 

67

 

 

 

4,999

 

 

 

$

187,306

 

 

$

101

 

 

$

187,407

 

 

 

 

December 31, 2019

 

 

 

Amortized

 

 

Unrealized

 

 

Fair

 

(In thousands)

 

Cost

 

 

Gains, net

 

 

Value

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

151,266

 

 

$

 

 

$

151,266

 

Certificates of deposit

 

 

7,030

 

 

 

 

 

 

7,030

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

 

9,785

 

 

 

20

 

 

 

9,805

 

Commercial paper

 

 

7,503

 

 

 

 

 

 

7,503

 

U.S. treasury securities

 

 

9,855

 

 

 

91

 

 

 

9,946

 

 

 

$

185,439

 

 

$

111

 

 

$

185,550

 

 

Recurring Fair Value Measurements

We measure certain financial assets at fair value on a recurring basis based on a fair value hierarchy that requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are:

 

Level 1 – quoted prices in active markets for identical assets or liabilities.

 

Level 2 – observable inputs other than Level 1 prices, such as: (a) quoted prices for similar assets or liabilities, (b) quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or (c) model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 – unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

We obtain the fair values of our level 2 available-for-sale securities from a professional pricing service.

For the earn-out liability related to the EDIAdmin acquisition, the Company utilized the Monte Carlo simulation method to estimate the fair value of this contingent liability as of the balance sheet date. Thousands of iterations of the simulation were performed using forecasted revenues to develop a distribution of future values of recurring revenue which, in turn, provided indicated earn-out payments. The total estimated fair value equals the sum of the average present values of the indicated earn-out payments. Changes in the assumptions used in the simulations described above could have an impact on the payout of contingent consideration.

The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value:

 

 

 

March 31, 2020

 

(In thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

157,333

 

 

$

 

 

$

 

 

$

157,333

 

Certificates of deposit

 

 

6,140

 

 

 

 

 

 

 

 

 

6,140

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

 

 

 

 

11,429

 

 

 

 

 

 

11,429

 

Commercial paper

 

 

 

 

 

7,506

 

 

 

 

 

 

7,506

 

U.S. treasury securities

 

 

 

 

 

4,999

 

 

 

 

 

 

4,999

 

 

 

$

163,473

 

 

$

23,934

 

 

$

 

 

$

187,407

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earn-out liability

 

$

 

 

$

 

 

$

307

 

 

$

307

 

 

 

$

 

 

$

 

 

$

307

 

 

$

307

 

 

 

 

December 31, 2019

 

(In thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

151,266

 

 

$

 

 

$

 

 

$

151,266

 

Certificates of deposit

 

 

7,030

 

 

 

 

 

 

 

 

 

7,030

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

 

 

 

 

9,805

 

 

 

 

 

 

9,805

 

Commercial paper

 

 

 

 

 

7,503

 

 

 

 

 

 

7,503

 

U.S. treasury securities

 

 

 

 

 

9,946

 

 

 

 

 

 

9,946

 

 

 

$

158,296

 

 

$

27,254

 

 

$

 

 

$

185,550

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earn-out liability

 

$

 

 

$

 

 

$

405

 

 

$

405

 

 

 

$

 

 

$

 

 

$

405

 

 

$

405

 

 

During the three months ended March 31, 2020, we recognized expense of $0.1 million in our condensed consolidated statements of comprehensive income due to the remeasurement of the contingent liability and, additionally, we transferred $0.2 million out of Level 3. The remaining earn-out liability is expected to be paid in the first quarter of 2021 and has been measured as Level 3 given the unobservable inputs that are significant to the measurement of the liability. The earn-out has a maximum potential payout of $1.7 million, of which $0.7 million was paid during the three months ended March 31, 2020.

There were no other transfers in or out of our Level 1, 2, or 3 assets or liabilities during the three months ended March 31, 2020 and 2019.  

Nonrecurring Fair Value Measurements

The Company measures certain assets and liabilities at fair value on a nonrecurring basis. Assets that are measured at fair value on a nonrecurring basis include long-lived assets, goodwill and indefinite-lived intangible assets, which would generally be recorded at fair value as a result of an impairment charge. Assets acquired and liabilities assumed as part of business combinations are measured at fair value.

Other Fair Value Disclosures

The carrying values of the Company's short-term financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, when applicable, approximate their respective fair values due to their short-term nature.