XML 35 R24.htm IDEA: XBRL DOCUMENT v3.8.0.1
Fair Value of Financial Instruments (Tables)
9 Months Ended
Sep. 30, 2017
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 of Cogent 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.

Liabilities Measured at Fair Value on a Recurring Basis as of September 30, 2017
 
Quoted Prices in
Active  Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable  Inputs
(Level 2)
 
Significant
Unobservable  Inputs
(Level 3)
 
Balance as of September 30, 2017
 
(in thousands, unaudited)
Liabilities
 
 
 
 
 
 
 
Contingent obligation due selling unitholders of Cogent
$

 
$

 
$
9,456

 
$
9,456

Total
$

 
$

 
$
9,456

 
$
9,456



Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 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 December 31, 2016
 
(in thousands, unaudited)
Liabilities
 
 
 
 
 
 
 
Contingent obligation due selling unitholders of Cogent
$

 
$

 
$
15,095

 
$
15,095

Total
$

 
$

 
$
15,095

 
$
15,095

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 nine month periods ended September 30, 2017 are as follows:
 
Opening Balance as of July 1, 2017
 
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 September 30, 2017
 
Unrealized gains (losses) for Level 3 liabilities outstanding at September 30, 2017
 
(in thousands, unaudited)
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent obligation due selling unitholders of Cogent
$
7,582

 
$
(1,874
)
 
$

 
$

 
$

 
$

 
$

 
$
9,456

 
$
(1,874
)
Total
$
7,582

 
$
(1,874
)
 
$

 
$

 
$

 
$

 
$

 
$
9,456

 
$
(1,874
)



 
Opening Balance as of January 1, 2017
 
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 September 30, 2017
 
Unrealized gains (losses) for Level 3 liabilities outstanding at September 30, 2017
 
(in thousands, unaudited)
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent obligation due selling unitholders of Cogent
$
15,095

 
$
5,639

 
$

 
$

 
$

 
$

 
$

 
$
9,456

 
$
5,639

Total
$
15,095

 
$
5,639

 
$

 
$

 
$

 
$

 
$

 
$
9,456

 
$
5,639



Changes in Level 3 liabilities measured at fair value on a recurring basis for the three and nine month periods ended September 30, 2016 are as follows:
 
Opening Balance as of July 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 September 30, 2016
 
Unrealized gains (losses) for Level 3 liabilities outstanding at September 30, 2016
 
(in thousands, unaudited)
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent obligation due selling unitholders of Cogent
$
15,104

 
$
35

 
$

 
$

 
$

 
$

 
$

 
$
15,069

 
$
35

Total
$
15,104

 
$
35

 
$

 
$

 
$

 
$

 
$

 
$
15,069

 
$
35

 
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 September 30, 2016
 
Unrealized gains (losses) for Level 3 liabilities outstanding at September 30, 2016
 
(in thousands, unaudited)
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent obligation due selling unitholders of Cogent
$
13,647

 
$
(1,422
)
 
$

 
$

 
$

 
$

 
$

 
$
15,069

 
$
(1,422
)
Total
$
13,647

 
$
(1,422
)
 
$

 
$

 
$

 
$

 
$

 
$
15,069

 
$
(1,422
)
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 September 30, 2017:
 
Fair Value as of September 30, 2017
 
Valuation Technique(s)
 
Unobservable  Input(s)
 
Range (Weighted Average)
 
(in thousands, unaudited)
Liabilities
 
 
 
 
 
 
 
Contingent obligation due selling unitholders of Cogent
$
9,456

 
Present value of expected payments
 
Discount rate
 
13
%
 
 
 
 
 
Forecast revenue
(a)

 

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