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Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2016
Fair Value Measurements  
Schedule of the assets and liabilities measured at fair value on a recurring basis

 

 

 

December 31, 2016

 

December 31, 2015

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds(1)

 

$

33,710 

 

 

 

 

 

33,710 

 

$

41,584 

 

$

—

 

$

—

 

$

41,584 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

33,710 

 

 

 

 

 

33,710 

 

$

41,584 

 

$

—

 

$

—

 

$

41,584 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration on acquisition liability(2)

 

$

 

 

 

 

2,483 

 

2,483 

 

$

—

 

$

—

 

$

1,430 

 

$

1,430 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

$

 

 

 

 

2,483 

 

2,483 

 

$

—

 

$

—

 

$

1,430 

 

$

1,430 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Money market funds are included within cash and cash equivalents in the Company’s consolidated balance sheets.  As short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that approximates its fair value.  Amounts above do not include $9,450 and $18,303 of operating cash balances as of December 31, 2016 and 2015, respectively.

 

(2)

On the Acquisition Date, the Company acquired all of the outstanding shares of TVN.  In connection with the acquisition, the former stockholders of TVN (“TVN Sellers”) are eligible to receive future cash payments over a term of two years contingent on the operating performance of TVN in reaching certain financial milestones in each of the periods from July 1, 2015 to June 30, 2016 (the “Year 1 Earn-Out Period”) and the period from July 1, 2016 to June 30, 2017 (the “Year 2 Earn-Out Period”), a portion of which is also contingent on continued employment of certain TVN Sellers (the “TVN Employee Sellers”) by the Company. In estimating the fair value of the contingent consideration, the Company used a Monte-Carlo valuation model based on future expectations on reaching financial milestones, other management assumptions (including operating results, business plans, anticipated future cash flows, and marketplace data), and the weighted-probabilities of possible payments. These assumptions were based on significant inputs not observed in the market and, therefore, represent a Level 3 measurement. Subsequent to the date of acquisition, the Company re-measured the estimated fair value of the contingent consideration at each reporting date with any changes in fair value recorded in the Company’s statements of operations. Any changes in the unobservable inputs could significantly impact the estimated fair value of the contingent consideration.

 

Schedule of changes in the Company's Level 3 instruments measured at fair value on a recurring basis

 

 

 

2016

 

Beginning balance at January 1, 2016

 

$

1,430

 

Compensation expense(1)

 

3,568

 

Mark-to-market expense(2) 

 

1,263

 

Contingent consideration payments(3)

 

(3,837

)

Foreign currency translation adjustment

 

59

 

 

 

 

 

Ending balance at December 31, 2016

 

$

2,483

 

 

 

 

 

 

 

(1)

Represents contingent consideration attributable to the TVN Employee Sellers that has been recorded during the twelve months ended December 31, 2016. Refer to the table above regarding assumptions used for Level 3 instruments, and note 6 for further discussion of contingent consideration payments owed in connection with the Company’s acquisition of TVN.

 

(2)

Reflects expense incurred based on the Company’s re-measurement, at December 31, 2016, of the estimated fair value of the contingent consideration relating to the TVN Sellers that are not required to remain employed with the Company as a condition to earning such contingent consideration. Amounts recorded as mark-to-market expense relating to Level 3 instruments are recorded in operating expense.  Refer to the table above regarding assumptions used for Level 3 instruments, and note 6 for further discussion of contingent consideration payments owed in connection with the Company’s acquisition of TVN.

 

(3)

During the three months ended September 30, 2016, the Company paid the TVN Employee Sellers and TVN Sellers, $2,741 and $1,096, respectively, based on the performance of TVN during the Year 1 Earn-Out Period.