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Fair Value Measurements
12 Months Ended
Dec. 31, 2012
Fair Value Disclosures [Abstract]  
Fair Value Measurements
Fair Value Measurements
Assets Measured at Fair Value on a Recurring Basis
 
 
 
Fair Value Measurements Using
 
 
Description
December 31,
2011
 
Quoted Prices for Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
 
Total (Losses)
 
(in thousands)
Cash and cash equivalents
$
46,168

 
$
46,168

 
$

 
$

 
$

 
 
 
Fair Value Measurements Using
 
 
Description
December 31,
2012
 
Quoted Prices for Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
 
Total (Losses)
 
(in thousands)
Cash and cash equivalents
$
40,315

 
$
40,315

 
$

 
$

 
$


The short-term nature of our all of our financial instruments expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market interest rates. There were no transfers between Level I and Level II inputs for any of our assets measured on a recurring basis during the reporting period.
Assets Measured at Fair Value on a Non-Recurring Basis
 
 
 
Fair Value Measurements Using
 
 
Description
December 31,
2011
 
Quoted Prices for Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
 
Total (Losses)
Property and equipment, net
$
1,150

 
$

 
$

 
$
1,150

 
$

Software
2,050

 

 

 
2,050

 
(2,807
)
Trade Name

 

 

 

 
(121
)
Goodwill

 

 

 

 
(4,140
)
 
 
 
 
 
 
 
 
 
$
(7,068
)

 
 
 
Fair Value Measurements Using
 
 
Description
December 31, 2012
 
Quoted Prices for Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
 
Total (Losses)
Property and equipment, net
$

 
$

 
$

 
$

 
$
(244
)
Software

 

 

 

 
(1,647
)
 
 
 
 
 
 
 
 
 
$
(1,891
)
Property and equipment, net with a carrying amount of $0.7 million as of June 30, 2012 was tested for impairment using significant unobservable inputs (level 3) as part of our measurement of fair value for long-lived assets held and used and included as a component of our ITC reporting unit. We identified $0.2 million of property and equipment, net that was impaired, and included within our ITC asset group as of December 31, 2012.
Property and equipment, net with a carrying amount of $1.2 million as of December 31, 2011 was tested for impairment using significant unobservable inputs (level 3) as part of our measurement of fair value for long-lived assets held and used and included as a component of our ITC reporting unit. We did not identify any impaired assets classified as property and equipment, net and included within our ITC asset group as of December 31, 2011.
Software acquired as part of our Cloverleaf acquisition in 2010 with a carrying amount of $4.9 million was written down to its fair value of $2.1 million, resulting in an impairment charge of $2.8 million, which was included in earnings for the year-ended December 31, 2011.
The iSNTM trade name acquired as part of our Cloverleaf acquisition in 2010 with a carrying amount of $0.1 million was written down to its fair value of $0.0 million, resulting in an impairment charge of $0.1 million, which was included in earnings for year-ended December 31, 2011.
Goodwill acquired as part of our Cloverleaf acquisition in 2010 with a carrying amount of $4.1 million was written down to its fair value of $0.0 million, resulting in an impairment charge of $4.1 million, which was included in earnings for the year-ended December 31, 2011.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, notes payable and certain other long-term liabilities. The carrying values on our balance sheet of our cash and cash equivalents, accounts receivable, accounts payable, notes payable, credit facility borrowings and contingent consideration due to Ciprico, Inc., or Ciprico, in connection with the acquisition of certain intangible assets, approximate their fair values due to their short maturities.
The following disclosures relate to financial instruments for which the ending balances at December 31, 2011 and December 31, 2012, are not carried at fair value in their entirety on the consolidated balance sheets. These tables present the carrying value and fair value, by fair value hierarchy, of our financial instruments, excluding cash and cash equivalents at December 31, 2011 and 2012, respectively (in thousands). 
 
 
 
Fair Value Measurements Using
 
 
Description
December 31, 2011
 
Quoted Prices for Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
 
Total (Losses)
Accounts receivable
$
31,697

 
$

 
$
31,697

 
$

 
$

Accounts payable
$
31,434

 
$

 
$
31,434

 
$

 
$

Notes payable
$
71

 
$

 
$
71

 
$

 
$

Contingent consideration due to Ciprico
$
100

 
$

 
$
100

 
$

 
$

 
 
 
Fair Value Measurements Using
 
 
Description
December 31, 2012
 
Quoted Prices for Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
 
Total (Losses)
Accounts receivable
$
25,025

 
$

 
$
25,025

 
$

 
$

Accounts payable
$
22,659

 
$

 
$
22,659

 
$

 
$

Credit facility borrowings
$
2,800

 
$

 
$
2,800

 
$

 
$


The short-term nature of our all of our financial instruments expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market interest rates.
The note payable owed to the former owners of Ciprico was initially determined by discounting both principal and interest cash flows expected to be paid using a discount rate for similar instruments with adjustments we believe a market participant would consider in determining fair value. As the final installment of this note payable was settled in the first quarter 2012, the short-term nature is such that the carrying value approximates market value.
Our contingent consideration to the former owners of Ciprico included assumptions about estimated future sales of our AssuredVRA technology over the agreed-upon royalty term, of which approximately 6.67% was to be paid to Ciprico under the royalty agreement. This valuation is sensitive to changes in customer demand and forecasted sales of our AssuredVRA technology through March 31, 2012. The final installment of this obligation was settled in the second quarter of 2012 and the short-term nature is such that the carrying value approximates market value. There were no transfers between Level I and Level II inputs for any of our assets measured on a recurring basis during the reporting period.