2. Financial Instruments

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

On a recurring basis, the Company measures certain of its financial assets, namely its cash equivalents, and short-term investments, and measured its liability related to contingent consideration due to Lumewave, Inc. ("Lumewave") shareholders at fair value. The fair value of the Company’s financial assets measured at fair value on a recurring basis was determined using the following inputs at December 31, 2016 (in thousands):



	Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds ⁽¹⁾	$	4,513	$	4,513	$	—	$	—
U.S. government securities⁽²⁾	13,233		—		13,233		—
Total	$	17,746	$	4,513	$	13,233	$	—

The fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis was determined using the following inputs at December 31, 2015 (in thousands):



	Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds ⁽¹⁾	$	2,305	$	2,305	$	—	$	—
U.S. government securities⁽²⁾	18,379		—		18,379		—
Total	$	20,684	$	2,305	$	18,379	$	—

Liabilities:
Contingent consideration	$	318	$	—	$	—	$	318
Total	$	318	$	—	$	—	$	318

⁽¹⁾ Included in cash and cash equivalents in the Company’s consolidated balance sheets


⁽²⁾	Represents the portfolio of available-for-sale securities and is included in restricted investments and short-term investments in the Company’s consolidated balance sheets

The Company’s available-for-sale securities consist of U.S. government securities with a minimum and weighted average credit rating of A-1+. The Company values these securities based on pricing from pricing vendors, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. However, the Company classifies all of its fixed income available-for-sale securities as having Level 2 inputs. The valuation techniques used to measure the fair value of the Company’s financial instruments having Level 2 inputs were derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques. The Company's procedures include controls to ensure that appropriate fair values are recorded such as comparing prices obtained from multiple independent sources. There were no transfers between Level 1 and 2 hierarchies for the years ended December 31, 2016 and 2015.

The contingent consideration payable to Lumewave's shareholders, which the Company recognized upon it's purchase of Lumewave in August 2014 and is included in accrued liabilities in the Company's consolidated balance sheets as of December 31, 2015, was classified within Level 3 because significant assumptions, including revenue levels and gross profit achievement for this obligation, were not observable in the market. The table below includes a rollforward of the balance sheet amounts for financial instruments classified by the Company within Level 3 of the valuation hierarchy for the two years ended December 31, 2016 (in thousands):



	Contingent Consideration
BALANCE AT DECEMBER 31, 2014	$	968
Adjustment to contingent consideration	(650		)
BALANCE AT DECEMBER 31, 2015	$	318
Adjustment to contingent consideration	(318		)
BALANCE AT DECEMBER 31, 2016	$	—

During the year ended December 31, 2015, the contingent consideration decreased by approximately $650,000. This decrease was comprised of a $759,000 reduction due to the Company's determination that it was no longer probable that the targets specified in the purchase agreement would be met at a level requiring full payout of the contingent consideration, and to a lesser extent, a reduction in the price of the Company's common stock. Partially offsetting this $759,000 was amortization of interest on the contingent consideration of $109,000.

During the quarter ended March 31, 2016, the contingent consideration decreased by approximately $318,000. This reduction was due to the Company's determination that it was no longer probable that the minimum targets specified in the purchase agreement would be met due to sales force transitions and scheduling delays for some of our larger lighting projects. Accordingly, the Company reduced the associated liability to $0 as of March 31, 2016. This resulted in a $318,000 adjustment, which was recorded as a reduction to general and administrative expenses in the Company's consolidated statements of operations.

As of December 31, 2016, the Company’s available-for-sale securities had contractual maturities from 5 to 6 months and an average remaining term to maturity of 3 months. Among the Company's available-for-sale securities, there have been no unrealized holding losses for a period of greater than 12 months as of December 31, 2016. As of December 31, 2016, the amortized cost basis, aggregate fair value, and gross unrealized holding gains and losses of the Company’s short-term investments by major security type were as follows (in thousands):



	Amortized Cost		Aggregate Fair Value		Unrealized Holding Gains		Unrealized Holding Losses
U.S. government securities	$	11,984	$	11,983	$	—	$	1

The amortized cost basis, aggregate fair value and gross unrealized holding gains and losses for the Company’s available-for-sale short-term investments, by major security type, were as follows as of December 31, 2015 (in thousands):



	Amortized Cost		Aggregate Fair Value		Unrealized Holding Gains		Unrealized Holding Losses
U.S. government securities	$	16,989	$	16,978	$	—	$	11

Market values were determined for each individual security in the investment portfolio. Any decline in value of these investments is primarily related to changes in interest rates and is considered to be temporary in nature. The Company reviews its investments on a regular basis to evaluate whether or not any have experienced an other-than-temporary decline in fair value. The cost of securities sold is based on the specific identification method and realized gains and losses are included in Interest and other income (expense), net in the Company's consolidated statements of operations.

Non-Financial Assets Measured at Fair Value on a Nonrecurring Basis

The majority of the Company's non-financial assets and liabilities, which have historically included goodwill, intangible assets, inventories, and property, plant and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur (or tested at least annually for goodwill) such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument's carrying value to the fair value as a result of such triggering events, the non-financial assets and liabilities are measured at fair value for the period such triggering events occur. During the years ended December 31, 2015 and 2014, the Company recognized impairments of its goodwill of $5.7 million and $3.4 million, respectively, based on Level 1, Level 2, and Level 3 inputs. See Note 10 - Goodwill and Intangible Assets for a further discussion of these impairments.