Realized gains and losses are reflected in other income, net using the specific identification method. All of our investments are classified as available for sale and are recorded at market value using the specific identification method. We consider all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. government obligations, asset-backed securities and public corporate debt securities at Maand December 31, 2014. Our cash equivalents and investments consist of money market, U.S. If the implied fair value of goodwill is less than the carrying value of the reporting unit's goodwill, the difference is recognized as an impairment loss. In step two, the implied fair value of goodwill is calculated as the excess of the fair value of a reporting unit over the fair values assigned to its assets and liabilities. If the carrying value is higher than the fair value, there is an indication that impairment may exist and the second step is required.

If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. For reporting units where we perform the two-step process, the first step requires us to compare the fair value of each reporting unit, which we primarily determine using an income approach based on the present value of discounted cash flows, to the respective carrying value, which includes goodwill. If we choose to perform a qualitative assessment and determine the fair value more likely than not exceeds the carrying value, no further evaluation is necessary.

We have an option to make a qualitative assessment of a reporting unit's goodwill for impairment. Goodwill is reviewed for impairment annually in October utilizing a qualitative assessment or a two-step process. The financing commitments of the Lead Lenders are subject to certain limited conditions set forth in the Commitment Letter. We expect the financing under the Commitment Letter, together with cash balances, to be sufficient to provide the financing necessary to pay the Purchase Price. The Revolving Credit Facility will be used to finance a portion of the Purchase Price and for our ongoing working capital and other general corporate purposes. The proceeds of the Term Loan will be used to finance a portion of the Purchase Price and for the payment of fees and expenses incurred in connection with the entering into the Stock Purchase Agreement and the Credit Facilities. The Commitment Letter provides, on the terms and subject to the conditions set forth in the Commitment Letter, for a secured term loan facility in an aggregate principal amount of $82.5 million (“Term Loan”) and a secured revolving credit facility in an aggregate principal amount of $82.5 million (the “Revolving Credit Facility,” and together with the Term Loan, the “Credit Facilities”). (“JPMorgan” and, collectively with Wells Fargo Bank and Bank of America, the “Lead Lenders”), and J.P. (“Bank of America”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. As of Maand Decemwe do not have any valuation allowance recorded to reduce our gross deferred tax assets as we believe we have met the more likely than not threshold we will realize our tax loss carry-forwards in the foreseeable future.Ĭoncurrent with the signing of the Stock Purchase Agreement, we entered into a financing commitment letter (“Commitment Letter”) with Wells Fargo Bank, National Association (“Wells Fargo Bank”), Wells Fargo Securities, LLC, Bank of America, N.A. We evaluate the appropriateness of our deferred tax assets and related valuation allowance in accordance with ASC 740 based on all available positive and negative evidence. In order for us to realize our deferred tax assets, we must be able to generate sufficient taxable income. Federal and State tax loss carry-forwards, to the amount that is more likely than not (a likelihood of more than 50 percent) to be realized. We record a valuation allowance to reduce our gross deferred tax assets, which are primarily comprised of U.S. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets will not be realized. 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. We account for income taxes in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic No.

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