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Fair Value Measurements
9 Months Ended
Sep. 30, 2017
Fair Value Measurements  
Fair Value Measurements

Note 3.  Fair Value Measurements

 

Fair Value Hierarchy

 

The Company measures certain financial assets, including cash equivalents and marketable securities, at their fair value on a recurring basis. The fair value of these financial assets was determined based on a hierarchy of three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

 

Level 1:  Quoted prices in active markets for identical assets or liabilities;

 

Level 2:  Observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

 

Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

 

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company did not have any non-financial assets or liabilities that were measured or disclosed at fair value on a recurring basis at either September 30, 2017 or December 31, 2016. The following tables set forth the Company’s financial instruments that were measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016 by level within the fair value hierarchy:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actively Quoted

 

Significant

 

 

 

 

 

 

 

 

Markets for

 

Other

 

Significant

 

 

 

 

 

Identical

 

Observable

 

Unobservable

 

Balance at

 

 

Assets

 

Inputs

 

Inputs

 

September 30,

 

 

Level 1

 

Level 2

 

Level 3

 

2017

 

 

(In thousands)

As of September 30, 2017:

    

 

    

    

 

    

    

 

    

    

 

    

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Money market deposits

 

$

9,677

    

$

 —

    

$

 —

    

$

9,677

Commercial paper

 

 

 —

 

 

39,632

 

 

 —

 

 

39,632

Corporate debt securities

 

 

 —

 

 

36,310

 

 

 —

 

 

36,310

Total

 

$

9,677

 

$

75,942

 

$

 —

 

$

85,619

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actively Quoted

 

Significant

 

 

 

 

 

 

 

 

Markets for

 

Other

 

Significant

 

 

 

 

 

Identical

 

Observable

 

Unobservable

 

Balance at

 

 

Assets

 

Inputs

 

Inputs

 

December 31,

 

 

Level 1

 

Level 2

 

Level 3

 

2016

 

 

(In thousands)

As of December 31, 2016:

    

 

    

    

 

    

    

 

    

    

 

    

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Money market deposits

 

$

13,198

    

$

 —

    

$

 —

    

$

13,198

Commercial paper

 

 

 —

 

 

32,421

 

 

 —

 

 

32,421

Corporate debt securities

 

 

 —

 

 

14,869

 

 

 —

 

 

14,869

Corporate equity securities

 

 

 —

 

 

9,295

 

 

 —

 

 

9,295

Total

 

$

13,198

 

$

56,585

 

$

 —

 

$

69,783

 

The Company’s commercial paper and corporate bonds are classified as Level 2 as they are valued using multi-dimensional relational pricing models that use observable market inputs, including benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers and reference data. Not all inputs listed are available for use in the evaluation process on any given day for each security evaluation. In addition, market indicators and industry and economic events are monitored and may serve as a trigger to acquire further corroborating market data. The Company’s corporate equity securities are classified as Level 2 while subject to certain restrictions on sale.

 

During the year ended December 31, 2016, the Company invested $6.1 million in subordinated convertible promissory notes of a private company. As of December 31, 2016, the Company estimated the fair value of the subordinated convertible promissory notes to be approximately $5.8 million, which is not included in the table above and recorded in other assets. The subordinated convertible promissory notes were classified as Level 3 as they are valued using unobservable inputs that are primarily based on the Company’s estimate of the fair value of the underlying preferred stock into which the notes are convertible. In March 2017, the subordinated convertible promissory notes were converted into preferred stock of the privately held company. The Company accounted for such preferred stock using the cost method of accounting and accordingly recorded such preferred stock in other assets on its condensed consolidated balance sheets. There was no change in the fair value of such preferred stock during the three months ended September 30, 2017.

 

All of the Company’s marketable securities are classified as available-for-sale. The following tables illustrate the Company’s available-for-sale marketable securities as of the dates indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

 

Cost or

 

Gross

 

Gross

 

Total

 

 

Amortized

 

Unrealized

 

Unrealized

 

Estimated

 

 

Cost

 

Gains

 

Losses

 

Fair Value

 

 

(In thousands)

Commercial paper

    

$

39,637

    

$

 4

    

$

(9)

    

$

39,632

Corporate debt securities

 

 

36,333

 

 

 —

 

 

(23)

 

 

36,310

Total

 

$

75,970

 

$

 4

 

$

(32)

 

$

75,942

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

 

Cost or

 

Gross

 

Gross

 

Total

 

 

Amortized

 

Unrealized

 

Unrealized

 

Estimated

 

 

Cost

 

Gains

 

Losses

 

Fair Value

 

 

(In thousands)

Commercial paper

    

$

32,350

    

$

71

    

$

 —

    

$

32,421

Corporate debt securities

 

 

14,868

 

 

 3

 

 

(2)

 

 

14,869

Corporate equity securities

 

 

7,348

 

 

1,947

 

 

 —

 

 

9,295

Total

 

$

54,566

 

$

2,021

 

$

(2)

 

$

56,585

 

The Company realized gains of $0 and $2.8 million on available-for-sale marketable securities for the three and nine months ended September 30, 2017, respectively, and $0 and $2.0 million for the three and nine months ended September 30, 2016, respectively.

 

All of the Company’s available-for-sale marketable securities had contractual maturities of one year or less as of September 30, 2017 and December 31, 2016.

 

Assets Measured and Recorded at Fair Value on a Nonrecurring Basis

 

The Company reviews the fair value of long-lived assets, which include property and equipment, intangible assets and investments in privately held companies, for impairment whenever events or changes in business circumstances indicate that the carrying amounts of the assets may not be fully recoverable. During the three and nine months ended September 30, 2017, the Company wrote off $98,000 of previously capitalized equipment and software development costs. During the three and nine months ended September 30, 2016, the Company wrote off $2.6 million of previously capitalized software development costs related to a project for enhanced report delivery due to delay and scope change. The impairment charge related to the write off is included in selling and marketing expenses.