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Fair Value Measurements | 9 Months Ended
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Sep. 30, 2020
Fair Value Disclosures [Abstract] |
Fair Value Measurements | FAIR VALUE MEASUREMENTSThe Company's financial instruments consist of cash equivalents, short-term and long-term investments, accounts receivable, auction rate securities, accounts payable, drawings on revolving lines of credit, long-term debt, interest rate swaps and contingent purchase consideration. The valuation techniques used to measure fair value are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. These two types of inputs create the following fair value hierarchy: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company classifies its financial instruments according to the prescribed criteria. The following table presents fair value information related to the Company's assets and liabilities measured at amortized cost on the condensed consolidated balance sheets with the exception of the interest rate swap, which is measured at fair value:
| Fair Value Measurements at September 30, 2020
| Total |  | Level 1 |  | Level 2 |  | Level 3
Assets |  |  |  |  |  |  |
Cash equivalents: |  |  |  |  |  |  |
Money market fund deposits and term deposits | $ | 269,955 |  |  | $ | 269,955 |  |  | $ | — |  |  | $ | — |
Commercial paper | 126,563 |  |  | — |  |  | 126,563 |  |  | — |
Corporate bonds | 25,142 |  |  | — |  |  | 25,142 |  |  | — |
U.S. Treasury and agency obligations | 11,799 |  |  | — |  |  | 11,799 |  |  | — |
Short-term investments: |  |  |  |  |  |  |
Corporate bonds | 183,827 |  |  | — |  |  | 183,827 |  |  | — |
Commercial paper | 316,167 |  |  | — |  |  | 316,167 |  |  | — |
U.S. Treasury and agency obligations | 38,144 |  |  | — |  |  | 38,144 |  |  | — |
Total | $ | 971,597 |  |  | $ | 269,955 |  |  | $ | 701,642 |  |  | $ | — |
Liabilities |  |  |  |  |  |  |
Long-term debt | $ | 39,436 |  |  | $ | — |  |  | $ | 39,436 |  |  | $ | — |
Interest rate swap | 666 |  |  | — |  |  | 666 |  |  | — |
Total | $ | 40,102 |  |  | $ | — |  |  | $ | 40,102 |  |  | $ | — |
| Fair Value Measurements at December 31, 2019
| Total |  | Level 1 |  | Level 2 |  | Level 3
Assets |  |  |  |  |  |  |
Cash equivalents: |  |  |  |  |  |  |
Money market fund deposits and term deposits | $ | 155,080 |  |  | $ | 155,080 |  |  | $ | — |  |  | $ | — |
Commercial paper | 54,712 |  |  | — |  |  | 54,712 |  |  | — |
Short-term investments: |  |  |  |  |  |  |
Corporate bonds | 259,422 |  |  | 259,422 |  |  | — |  |  | — |
Commercial paper | 236,752 |  |  | — |  |  | 236,752 |  |  | — |
Certificate of deposit | 6,501 |  |  | 6,501 |  |  | — |  |  | — |
Long-term investments and other assets: |  |  |  |  |  |  |
Auction rate securities | 592 |  |  | — |  |  | — |  |  | 592 |
Interest rate swaps | 13 |  |  | — |  |  | 13 |  |  | — |
Total | $ | 713,072 |  |  | $ | 421,003 |  |  | $ | 291,477 |  |  | $ | 592 |
Liabilities |  |  |  |  |  |  |
Long-term debt | $ | 42,004 |  |  | $ | — |  |  | $ | 42,004 |  |  | $ | — |
Contingent purchase consideration | 273 |  |  | — |  |  | — |  |  | 273 |
Total | $ | 42,277 |  |  | $ | — |  |  | $ | 42,004 |  |  | $ | 273 |
The carrying amounts of money market fund deposits, term deposits, accounts receivable, accounts payable and drawings on revolving lines of credit are considered reasonable estimates of their fair market value due to the short maturity of most of these instruments or as a result of the competitive market interest rates which have been negotiated. The fair value of the short-term investments considered held-to-maturity as of September 30, 2020 and December 31, 2019 was $538,138 and $502,675, respectively, which include an unrealized gain of $442 and $129, respectively, as compared to the book value recorded on the condensed consolidated balance sheets for the same periods. There were no impairments for the investments considered held-to-maturity during the quarters ended September 30, 2020 and 2019. There were no current expected credit loss allowances for the investments considered held-to-maturity at September 30, 2020. The Company holds highly-rated held-to-maturity instruments that are within one year of maturity. The auction rate securities were called during the quarter ended September 30, 2020. The net gain previously included in accumulated other comprehensive income was released and included in net income, in the amount of $232. The fair value of the auction rate securities at December 31, 2019 were measured using prices observed in inactive markets with limited observable data for the securities held by the Company. They were considered available-for-sale securities and had a cost basis of $592 at December 31, 2019. There were no impairments for the investments considered available-for-sale during the quarters ended September 30, 2020 and 2019. The Company entered into an interest rate swap that is designated as a cash flow hedge associated with a long-term note issued during the second quarter of 2016 that will terminate with the long-term note in May 2023. The fair value at September 30, 2020 for the interest rate swap considered pricing models whose inputs are observable for the securities held by the Company. At September 30, 2020 and December 31, 2019, the Company's long-term notes consisted of a variable rate note and a fixed rate note, and are reported at amortized cost on the condensed consolidated balance sheets. For disclosure purposes, the fair value of the long-term notes was estimated using a discounted cash flow model using observable market interest rates and are classified as a level 2. Based on the discounted cash flow model, the fair value of the long-term notes at September 30, 2020 was $39,436 as compared to the book value of $38,909. At December 31, 2019, the book value approximated fair value. The fair value of contingent consideration at December 31, 2019 was determined using an income approach at the respective business combination date and at the reporting date. That approach is based on significant inputs that are not observable in the market and include key assumptions such as assessing the probability of meeting certain milestones required to earn the contingent consideration. The following table presents information about the Company's movement in Level 3 assets and liabilities measured at fair value:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2020 |  | 2019 |  | 2020 |  | 2019
Auction rate securities |  |  |  |  |  |  |
Balance, beginning of period | $ | 596 |  |  | $ | 852 |  |  | $ | 592 |  |  | $ | 847 |
Redemptions | (596) |  |  | (264) |  |  | (596) |  |  | (264) |
Change in fair value and accretion | — |  |  | 2 |  |  | 4 |  |  | 7 |
Balance, end of period | $ | — |  |  | $ | 590 |  |  | $ | — |  |  | $ | 590 |
Contingent purchase consideration |  |  |  |  |  |  |
Balance, beginning of period | $ | — |  |  | $ | 300 |  |  | $ | 273 |  |  | $ | 898 |
Cash payments | — |  |  | — |  |  | (272) |  |  | (632) |
Foreign exchange adjustment | — |  |  | (3) |  |  | (1) |  |  | 31 |
Balance, end of period | $ | — |  |  | $ | 297 |  |  | $ | — |  |  | $ | 297 |
The following table presents the effective maturity dates of held-to-maturity and available-for-sale debt investments as of September 30, 2020 and December 31, 2019:
| September 30, 2020 |  | December 31, 2019
| Book Value |  | Fair Value |  | Book Value |  | Fair Value
Investment maturity |  |  |  |  |  |  |
Held-to-maturity: |  |  |  |  |  |  |
Less than 1 year | $ | 537,696 |  |  | $ | 538,138 |  |  | $ | 502,546 |  |  | $ | 502,675 |
Available-for-sale: |  |  |  |  |  |  |
Greater than 5 years | $ | — |  |  | $ | — |  |  | $ | 592 |  |  | $ | 592 |

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258 + Details
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