The Company’s financial instruments include cash and cash equivalents, available-for-sale investments, accounts receivable, accounts payable, contingent consideration obligations, and long-term debt.

 

Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. This standard also establishes a hierarchy for inputs used in measuring fair value. This standard maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available in the circumstances.

 

The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into levels. Level inputs are quoted prices in active markets for identical assets or liabilities. Level inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level inputs are unobservable for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least significant model assumption or input is unobservable. Level also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation.

 

The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):

 

 

 

 

 

Our available for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level assets. We value our Level assets using inputs that are based on market indices of similar assets within an active market. All of our Level assets have maturity dates of less than year. There were transfers into or out of our Level financial assets during fiscal

 

The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we incur impairment charges for securities in our investment portfolio. We also incur changes to our contingent consideration liability as discussed below.

 

In connection with the Advanced Cell Diagnostics (ACD) acquisition discussed in Note as well as with the Zephyrus and CyVek acquisitions which occurred in prior years, we are required to make contingent payments, subject to the entities achieving certain sales and revenue thresholds. The contingent consideration payments are up to million, million and million related to the CyVek, Zephyrus, and ACD acquisitions, respectively.

The fair value of the liabilities for the contingent payments recognized upon each acquisition as part of the purchase accounting opening balance sheet totaled million ( million for CyVek, million for Zephyrus, and million for ACD) and was estimated by discounting to present value the probability-weighted contingent payments expected to be made. Assumptions used in these calculation units sold, expected revenue, discount rate and various probability factors. The ultimate settlement of contingent consideration could deviate from current estimates based on the actual results of these financial measures. This liability is considered to be a Level financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in general and administrative expense.

 

In fiscal the Company determined that certain sales and revenue thresholds were met for CyVek, Zephyrus and ACD. Cash payments totaling million ( million for Zephyrus and million for ACD) were made during the and quarters of fiscal Of the million in total payments,

million is classified as financing on the statement of cash flows. The financing component represents the portion of the total liability that was recognized at the acquisition date. The remaining million is recorded within operating cash flows as it represents the

consideration liability that exceed the amount of the contingent consideration liability recognized at the acquisition date. 

 

The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level ) (in thousands):

 

 

– The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.

 

Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable – The carrying amounts reported in the consolidated balance sheets approximate fair value because of the short-term nature of these items.

 

Long-term debt – The carrying amounts reported in the consolidated balance sheets for the amount drawn on our line-of-credit facility approximates fair value because our interest rate is variable and reflects current market rates.