Investments in Marketable Securities and Fair Value Measurements
12 Months Ended
Dec. 31, 2013
Investments in Marketable Securities and Fair Value Measurements [Abstract]  
Investments in Marketable Securities and Fair Value Measurements
4.Fair Value Measurements

The following table reflects the assets and liabilities carried at fair value measured on a recurring basis:

 
 
Total
  
Quoted Prices in Active Markets for Identical Assets
(Level 1)
  
Significant Other Observable Inputs
(Level 2)
  
Unobservable Inputs
(Level 3)
 
Fair values at December 31, 2013
 
  
  
  
 
Assets:
 
  
  
  
 
Certificate of deposit
 
$
247
  
$
–
  
$
247
  
$
–
 
Contingently returnable escrow receivable
  
3,164
   
–
   
–
   
3,164
 
Total assets
 
$
3,411
  
$
–
  
$
247
  
$
3,164
 
 
                
Fair values at December 31, 2012
                
Assets:
                
Certificate of deposit
 
$
247
  
$
–
  
$
247
  
$
–
 
 
                
Liabilities:
                
Contingent consideration
 
$
5,750
  
$
–
  
$
–
  
$
5,750
 

A summary of the activity of the fair value of the measurements using unobservable inputs (Level 3 Assets and Liabilities) for the years ended December 31, 2013 and 2012 is as follows (in thousands):

 
 
Beginning Value of Level 3 Measurements
  
New Level 3 Measurements
  
Gain Recognized in Earnings
  
Settlements
  
Ending Fair Value of Level 3 Measurements
 
Year ended December 31, 2013:
 
  
  
  
  
 
Contingently returnable escrow receivable asset
 
$
–
  
$
3,300
  
$
–
  
$
(136
)
 
$
3,164
 
 
                    
Contingent consideration liability
 
$
5,750
  
$
–
  
$
(5,750
)
 
$
–
  
$
–
 
 
                    
Year ended December 31, 2012:
                    
Contingent consideration liability
 
$
–
  
$
13,000
  
$
(7,250
)
 
$
0
  
$
5,750
 

Our contingently returnable escrow receivable is valued using probability-weighted, future possible expected outcomes.  The unobservable input utilized in the determination of this receivable is our estimation of which clients subject to the escrow agreement will assign their contracts to us (see “Note 3 - Business Combinations” for additional information related to this arrangement).  The range of amounts which we may receive from escrow is between $0 and $4.1 million.  All amounts are expected to be distributed out of escrow by June 2014. The contingently returnable escrow receivable is included in prepaid expenses and other current assets in the consolidated balance sheet.

Our contingent consideration liability was valued using probability-weighted, future possible expected outcomes and an appropriate discount rate. The unobservable input utilized in the determination of this liability was our estimation of the range of revenues which were to be achieved by the Campus Labs business during 2013. During the year ended December 31, 2013, we reduced the range of revenues utilized to estimate the contingent consideration liability to reflect our estimates regarding the revenue to be earned by the Campus Labs business during 2013. The $5.8 million adjustment recognized in earnings during the year ended December 31, 2013 was recorded in the merger and acquisition related line item in the consolidated statement of operations. There was no payment due at the end of the earn-out period.

We had no unrealized gains or losses from investments as of December 31, 2013 and 2012, and there is no difference between the amortized cost and fair value of the securities we held.

The carrying amounts of our cash equivalents, accounts receivable, accounts payable and accrued expenses approximates fair value, because of the short-term nature of these instruments. The carrying amount of our debt outstanding under our credit facility approximates fair value. Our loan receivable related to New Markets Tax Credit financing is a debt instrument that we classify as held to maturity and is recorded at amortized cost.  The carrying value of both our loan receivable and loan payable related to New Markets Tax Credit financing approximates fair value as of December 31, 2013.  The fair value of our loan payable and loan receivable related to New Markets Tax Credit financing was estimated using discounted cash flow analysis based on rates for similar types of arrangements.