Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurements

v3.5.0.2
Fair Value Measurements
6 Months Ended
Jun. 30, 2016
Fair Value Measurements  
Fair Value Measurements

8.Fair Value Measurements

 

The Company follows ASC 825-10, Financial Instruments, which provides companies the option to report selected financial assets and liabilities at fair value. ASC 825-10 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect of the companys choice to use fair value on its earnings. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the balance sheet. The Company has not elected the ASC 825-10 option to report selected financial assets and liabilities at fair value.

 

Financial assets and liabilities at fair value are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

 

Level I:

 

Inputs based on quoted market prices in active markets for identical assets or liabilities at the measurement date.

 

 

 

Level II:

 

Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or inputs that are observable and can be corroborated by observable market data.

 

 

 

Level III:

 

Inputs reflect managements best estimates and assumptions of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

 

The following tables set forth the fair value of the Companys financial assets and liabilities measured at fair value in the condensed consolidated balance sheets as of June 30, 2016 and December 31, 2015, based on the three-tier fair value hierarchy.

 

 

 

 

 

 

 

 

 

 

 

 

 

   

As of June 30, 2016

   

Fair Value

   

Level I

   

Level II

 

Level III

Assets

 

   

 

   

 

 

 

 

Money market funds

$

13,666

   

$

13,666

   

$

 

$

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

$

3,657

 

$

 

$

 

$

3,657

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2015

   

Fair Value

   

Level I

   

Level II

 

Level III

Assets

 

   

 

   

 

 

 

 

Money market funds

$

24,422

   

$

24,422

   

$

 

$

Liabilities

   

   

   

   

   

   

   

   

 

   

   

Contingent consideration

$

4,043

 

$

 

$

 

$

4,043

Foreign currency forward contracts(1)

 

140

   

 

   

 

140

 

 

Total liabilities

$

4,183

 

$

 

$

140

 

$

4,043

 

(1)

Included in prepaid and other current assets in the condensed consolidated balance sheet.

 

Level I assets and liabilities included in the table above include money-market funds not insured by the FDIC.  The fair values of the Companys investments in money-market funds are based on the daily quoted market prices for the net asset value of the various money market funds. The Company periodically invests excess cash in money-market funds not insured by the FDIC. The Company believes that the investments in money market funds are on deposit with creditworthy financial institutions and that the funds are highly liquid. These money-market funds are considered Level I and are included in cash and cash equivalents in the condensed consolidated balance sheets.

 

Level II assets and liabilities included in the table above include unrealized gain or loss on forward currency contracts. The forward currency contracts are measured using the difference between the market quotes of trading currencies adjusted for forward points and the executed contract rate.

 

Level III assets and liabilities included in the table above consist of the estimated fair value of contingent consideration. A sensitivity analysis performed on our contingent consideration indicated that a hypothetical 10% increase in applicable revenue for Castle Rock and FinaConnect from their value at June 30, 2016 would result in a fair value increase of $293 in the Companys contingent consideration balance.  A hypothetical 10% decrease in applicable revenue for Castle Rock and FinaConnect from their value at June 30, 2016 would result in a fair value decrease of $385 in the Companys contingent consideration balance.

 

The fair value of the contingent consideration liabilities related to the Castle Rock and FinaConnect acquisitions were estimated using a discounted cash flow method with significant inputs that are not observable in the market and thus represents a Level III fair value measurement as defined in ASC 820, Fair Value Measurements and Disclosures. The significant inputs in the Level III measurement not supported by market activity included our assessments of expected future cash flows related to our acquisitions of Castle Rock and FinaConnect during the subsequent three years from the date of acquisition, appropriately discounted considering the uncertainties associated with the obligation, and calculated in accordance with the terms of the agreement.

 

The Company utilized a discounted cash flow method with expected future performance of Castle Rock and FinaConnect and their ability to meet the target performance objectives as the main driver of the valuation, to arrive at the fair values of their respective contingent consideration. The Company will continue to reassess the fair value of the contingent consideration for each acquisition at each reporting date until settlement.  Changes to the estimated fair values of the contingent consideration will be recognized in earnings of the Company and included in general and administrative expense on the condensed consolidated statement of operations.

 

The table below presents a reconciliation of all assets and liabilities of the Company measured at fair value on a recurring basis using significant unobservable inputs (Level III) for the period from December 31, 2015 to June 30, 2016:

 

 

 

 

 

 

    

Fair Value of

 

 

Contingent

 

 

Consideration

 

 

Liabilities

Balance at December 31, 2015

 

$

4,043

FinaConnect acquisition

 

 

1,929

Reclassification to definite consideration

 

 

(2,924)

Fair market value adjustments, net

 

 

489

Accretion on contingent consideration

 

 

120

Balance at June 30, 2016

 

$

3,657

 

The Company assesses the categorization of assets and liabilities by level at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer, in accordance with the Companys accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. There were no transfers between Levels I, II and III during the six months ended June 30, 2016.

 

On December 15, 2014, the Company issued $172,500 of Convertible Notes. As of June 30, 2016 and December 31, 2015, the carrying value of the 2019 Convertible Notes equaled $149,465 and $146,418, respectively, and represents the aggregate principle amount outstanding less the unamortized discount and debt issuance costs. As of June 30, 2016 and December 31, 2015, the fair value of the Convertible Notes was $155,250 and $152,878, respectively.  The Company considers the Convertible Notes to be a Level I liability as there is observable market data to calculate the fair value of the Convertible Notes.

 

As of June 30, 2016 and December 31, 2015, there was $146,000 and $150,000, respectively, of Term Notes and no revolving credit amounts outstanding under the Amended and Restated Credit Agreement.  The carrying value of our Term Notes and revolving credit facility approximated fair value as they bear interest at variable rates and we believe our credit risk quality is consistent with when the debt originated. As of June 30, 2016 and December 31, 2015, the carrying value of the Term Notes equaled $141,367 and $144,399, respectively, and represents the aggregate principle amount outstanding less the unamortized debt issuance costs. The Company considers the Term Notes and revolving credit facility to be a Level II liability as of June 30, 2016.  As of December 31, 2015 the Company considered the Term Notes to be a Level I liability, due to the proximity to the date of origination.

 

We consider the recorded value of our other financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable and accounts payable, to approximate the fair value of the respective assets and liabilities at June 30, 2016 based upon the short-term nature of the assets and liabilities.