XML 37 R26.htm IDEA: XBRL DOCUMENT v3.5.0.2
Fair Value of Financial Instruments (Tables)
6 Months Ended
Jun. 30, 2016
Fair Value Disclosures [Abstract]  
Fair Value Measurements, Recurring and Nonrecurring
The following table sets forth the measurement at fair value on a recurring basis of the contingent cash consideration due the selling unitholders of Cogent related to the Earnout. The liability arose as a result of the Acquisition on April 1, 2015 and is categorized as a Level 3 liability, which is remeasured each quarterly period based on the probability of achieving the target revenue threshold and weighted average discount rate as discussed below. See "Note 3 — Acquisition".






Liabilities Measured at Fair Value on a Recurring Basis as of June 30, 2016
 
Quoted Prices in
Active  Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable  Inputs
(Level 2)
 
Significant
Unobservable  Inputs
(Level 3)
 
Balance as of June 30, 2016
 
(in thousands, unaudited)
Liabilities
 
 
 
 
 
 
 
Contingent obligation due selling unitholders of Cogent
$

 
$

 
$
15,104

 
$
15,104

Total
$

 
$

 
$
15,104

 
$
15,104


Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2015
 
Quoted Prices in
Active  Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable  Inputs
(Level 2)
 
Significant
Unobservable  Inputs
(Level 3)
 
Balance as of December 31, 2015
 
(in thousands, unaudited)
Liabilities
 
 
 
 
 
 
 
Contingent obligation due selling unitholders of Cogent
$

 
$

 
$
13,647

 
$
13,647

Total
$

 
$

 
$
13,647

 
$
13,647

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
Changes in Level 3 liabilities measured at fair value on a recurring basis for the three and six month periods ended June 30, 2016 are as follows:
 
Opening Balance as of April 1, 2016
 
Total realized and unrealized gains (losses) included in Net Income
 
Unrealized gains (losses) included in Other Comprehensive Income
 
Purchases
 
Issues
 
Sales
 
Settlements
 
Closing Balance as of June 30, 2016
 
Unrealized gains (losses) for Level 3 liabilities outstanding at June 30, 2016
 
(in thousands, unaudited)
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent obligation due selling unitholders of Cogent
$
14,032

 
$
(1,072
)
 
$

 
$

 
$

 
$

 
$

 
$
15,104

 
$
(1,072
)
Total
$
14,032

 
$
(1,072
)
 
$

 
$

 
$

 
$

 
$

 
$
15,104

 
$
(1,072
)

 
Opening Balance as of January 1, 2016
 
Total realized and unrealized gains (losses) included in Net Income
 
Unrealized gains (losses) included in Other Comprehensive Income
 
Purchases
 
Issues
 
Sales
 
Settlements
 
Closing Balance as of June 30, 2016
 
Unrealized gains (losses) for Level 3 liabilities outstanding at June 30, 2016
 
(in thousands, unaudited)
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent obligation due selling unitholders of Cogent
$
13,647

 
$
(1,457
)
 
$

 
$

 
$

 
$

 
$

 
$
15,104

 
$
(1,457
)
Total
$
13,647

 
$
(1,457
)
 
$

 
$

 
$

 
$

 
$

 
$
15,104

 
$
(1,457
)

Changes in Level 3 liabilities measured at fair value on a recurring basis for the three and six month periods ended June 30, 2015 are as follows:
 
Opening Balance
 
Total realized and unrealized gains (losses) included in Net Income
 
Unrealized gains (losses) included in Other Comprehensive Income
 
Purchases
 
Issues
 
Sales
 
Settlements
 
Closing Balance as of June 30, 2015
 
Unrealized gains (losses) for Level 3 liabilities outstanding at June 30, 2015
 
(in thousands, unaudited)
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent obligation due selling unitholders of Cogent
$

 
$

 
$

 
$
13,144

 
$

 
$

 
$

 
$
13,144

 
$

Total
$

 
$

 
$

 
$
13,144

 
$

 
$

 
$

 
$
13,144

 
$

Fair Value Inputs, Liabilities, Quantitative Information
The following table presents quantitative information about the significant unobservable inputs utilized by the Company in the fair value measure of Level 3 liabilities measured at fair value on a recurring basis, as of June 30, 2016:
 
Fair Value as of June 30, 2016
 
Valuation Technique(s)
 
Unobservable  Input(s)
 
Range (Weighted Average)
 
(in thousands, unaudited)
Liabilities
 
 
 
 
 
 
 
Contingent obligation due selling unitholders of Cogent
$
15,104

 
Present value of expected payments
 
Discount rate
 
12
%
 
 
 
 
 
Forecast revenue
(a)

 

_____________________________________________
(a) The Company's estimate of contingent consideration as of June 30, 2016 was principally based on the acquired business' actual and projected revenue generation for the periods from April 1, 2015 through March 31, 2017 and April 1, 2017 through March 31, 2019.