3.	Fair Value Measurements

Definition and Hierarchy

The applicable accounting guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance establishes a framework for measuring fair value and expands required disclosure about the fair value measurements of assets and liabilities. This guidance requires us to classify and disclose assets and liabilities measured at fair value on a recurring basis, as well as fair value measurements of assets and liabilities measured on a non-recurring basis in periods subsequent to initial measurement, in a fair value hierarchy.

The fair value hierarchy is broken down into three levels based on the reliability of inputs and requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required, as well as the assets and liabilities that we value using those levels of inputs:

 

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Level 1 – Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

 

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Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not very 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.

 

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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. The fair value of cost-method investments is valued using Level 3 inputs.

Valuation Techniques

Inputs to valuation techniques are observable and unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. When developing fair value estimates for certain financial assets and liabilities, we maximize the use of observable inputs and minimize the use of unobservable inputs. When available, we use quoted market prices, market comparables and discounted cash flow projections. Financial assets include money market funds, U.S. treasury notes or bonds and U.S. government agency bonds.

In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly. In periods of market inactivity, the observability of prices and inputs may be reduced for certain instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or from Level 2 to Level 3.

 

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The following tables set forth our financial assets and liabilities that were accounted for at fair value on a recurring basis as of April 30, 2017 and January 31, 2017. There were no fair value measurements of our financial assets and liabilities using significant Level 3 inputs for the periods presented:

 

						Fair Value at April 30, 2017 Using
						Quoted
						Prices in				Significant
						Active				Other
						Markets for				Observable
		April 30,				Identical Assets				Inputs
		2017				(Level 1)				(Level 2)
		(Amounts in thousands)
Financial assets:
Money market accounts (a)		$	2,740			$	2,740			$	—
Available-for-sale marketable securities:
Current marketable securities:
U.S. treasury notes and bonds - conventional			4,748				4,748				—
U.S. government agency issues			2,497				—				2,497
Non-current marketable securities:
U.S. treasury notes and bonds - conventional			1,495				1,495				—
U.S. government agency issues			1,494				—				1,494
Total		$	12,974			$	8,983			$	3,991
						Fair Value at January 31, 2017 Using
						Quoted
						Prices in				Significant
						Active				Other
						Markets for				Observable
		January 31,				Identical Assets				Inputs
		2017				(Level 1)				(Level 2)
		(Amounts in thousands)
Financial assets:
Money market accounts (a)		$	2,726			$	2,726			$	—
Available-for-sale marketable securities:
Current marketable securities:
U.S. treasury notes and bonds - conventional			4,253				4,253				—
U.S. government agency issues			1,000				—				1,000
Non-current marketable securities:
U.S. treasury notes and bonds - conventional			1,997				1,997				—
U.S. government agency issues			2,994				—				2,994
Total		$	12,970			$	8,976			$	3,994

 

(a)	Money market funds and U.S. treasury bills are included in cash and cash equivalents on the accompanying consolidated balance sheets and are valued at quoted market prices for identical instruments in active markets.

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to our tangible property and equipment, goodwill, and other intangible assets, which are re-measured when the derived fair value is below carrying value on our consolidated balance sheets. For these assets and liabilities, we do not periodically adjust carrying value to fair value except in the event of impairment. When we determine that impairment has occurred, the carrying value of the asset is reduced to fair value and the difference is recorded to loss from impairment in our consolidated statements of operations and comprehensive loss.

In the third quarter of fiscal 2017, we finalized our “Step 1” analysis of our annual goodwill impairment test. Our forecast indicated that the estimated fair value of our reporting unit’s net assets may be less than its carrying value which is a potential indicator of impairment. As such, we were required to perform “Step 2” of the impairment test during which we compared the implied fair value of our goodwill to its carrying value. We completed the goodwill impairment testing of our reporting unit during the fourth quarter of fiscal 2017 and recorded an impairment charge of $23.5 million to loss on impairment of long-lived assets in our consolidated statements of operations and comprehensive loss. This impairment was determined based on Level 2 inputs, as we used a third-party valuation firm to assist in calculating the fair value.

 

In January 2017, after a potential buyer declined to purchase our facility in Greenville, New Hampshire, we determined that the sale of this facility was not imminent due to the location of the building and the overall market conditions in the area and decided to fully impair the facility because the carrying amount was greater than the fair value. As a result, we recorded a $0.3 million loss on impairment of long-lived assets in our consolidated statements of operations and comprehensive loss. This impairment was determined based on Level 3 of the fair value hierarchy due to the use of significant unobservable inputs to determine its fair value.

We also have direct investments in privately-held companies, with which we do not have significant influence over their operating and financial activities and account for under the cost-method of accounting. Management periodically assesses these investments for other-than-temporary impairment, considering available information provided by the investees and any other readily available market data. If we determine that an other-than-temporary impairment has occurred, we write-down the investment to its fair value.

In the fourth quarter of fiscal 2017, we determined that the fair value of a certain cost-method investments was less than its carrying value. Accordingly, we recorded a $0.5 million impairment charge in January 2017 which is included in loss on investment in affiliates in our consolidated statements of operations and comprehensive loss. The cost-method investment is a privately-held entity without quoted market prices and therefore, falls within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs to determine its fair value. In determining the fair value of this cost-method investment, we considered many factors including, but not limited to, operating performance of the investee, the amount of cash that the investee has on hand and the overall market conditions in which the investee operates. For the three months ended April 30, 2017, we determined there were no other-than-temporary impairments on our remaining cost method investments.

Available-For-Sale Securities

We determine the appropriate classification of debt investment securities at the time of purchase and reevaluate such designation as of each balance sheet date. Our investment portfolio consists of money market funds, U.S. treasury notes and bonds, and U.S. government agency notes and bonds as of April 30, 2017 and January 31, 2017. All highly liquid investments with an original maturity of three months or less when purchased are considered to be cash equivalents. All cash equivalents are carried at cost, which approximates fair value. Our marketable securities are classified as available-for-sale and are reported at fair value with unrealized gains and losses, net of tax, reported in stockholders’ equity as a component of accumulated other comprehensive loss. The amortization of premiums and accretion of discounts to maturity are computed under the effective interest method and are included in other income, net, in our consolidated statements of operations and comprehensive loss. Interest on securities is recorded as earned and is also included in other income, net. Any realized gains or losses would be shown in the accompanying consolidated statements of operations and comprehensive loss in other income, net. We provide fair value measurement disclosures of available-for-sale securities in accordance with one of the three levels of fair value measurement mentioned above.

 

The following is a summary of cash, cash equivalents and available-for-sale securities, including the cost basis, aggregate fair value and gross unrealized gains and losses, for short- and long-term marketable securities portfolio as of April 30, 2017 and January 31, 2017:

 

		Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Estimated Fair Value
		(Amounts in thousands)
April 30, 2017
Cash		$	24,103			$	—			$	—			$	24,103
Cash equivalents			2,740				—				—				2,740
Cash and cash equivalents			26,843				—				—				26,843
U.S. treasury notes and bonds - short-term			4,748				1				(1	)			4,748
U.S. treasury notes and bonds - long-term			1,502				—				(7	)			1,495
U.S. government agency issues - short-term			2,482				15				—				2,497
U.S. government agency issues - long-term			1,504				—				(10	)			1,494
Total cash, cash equivalents and marketable securities		$	37,079			$	16			$	(18	)		$	37,077
January 31, 2017
Cash		$	25,576			$	—			$	—			$	25,576
Cash equivalents			2,726				—				—				2,726
Cash and cash equivalents			28,302				—				—				28,302
U.S. treasury notes and bonds - short-term			4,248				5				—				4,253
U.S. treasury notes and bonds - long-term			2,003				—				(6	)			1,997
U.S. government agency issues - short-term			991				9				—				1,000
U.S. government agency issues - long-term			2,996				—				(2	)			2,994
Total cash, cash equivalents and marketable securities		$	38,540			$	14			$	(8	)		$	38,546

The gross realized gains and losses on sale of available-for-sale securities as of April 30, 2017 and January 31, 2017 were immaterial. For purposes of determining gross realized gains and losses, the cost of securities is based on specific identification.

Contractual maturities of available-for-sale investments as of April 30, 2017 are as follows (amounts in thousands):

 

		Estimated
		Fair Value
Maturity of one year or less		$	7,245
Maturity between one and five years			2,989
Total		$	10,234

Cash, Cash Equivalents and Marketable Securities

Cash and cash equivalents consist primarily of highly liquid investments in money market mutual funds, government sponsored enterprise obligations, treasury bills, commercial paper and other money market securities with remaining maturities at date of purchase of 90 days or less.

The fair value of cash, cash equivalents, restricted cash and marketable securities at April 30, 2017 and January 31, 2017 was $37.1 million and $38.7 million, respectively.

Restricted Cash

At times, we may be required to maintain cash held as collateral for performance obligations with our customers which we classify as restricted cash on our consolidated balance sheets.