Contingent Consideration

9 Months Ended

Sep. 30, 2017

5.	Contingent Consideration

Acquisitions may include contingent consideration payments based on future financial measures of an acquired company. Under ASC 805, "Business Combination", contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired companies and estimated probabilities of achievement. At each reporting date, the contingent consideration obligation is revalued to estimated fair value, and changes in fair value subsequent to the acquisition are reflected in income or expense in the consolidated statements of operations, and could cause a material impact to our operating results. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue and/or earnings estimates, and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria.

As of September 30, 2017 and December 31, 2016, contingent consideration, related to our acquisition of Hyperspring via an earnout, included in current liabilities totaled $1.7 million and $2.1 million, respectively. The Company made a payment of $0.9 million and $1.4 million in the first quarter of 2017 and 2016, respectively, related to the liability-classified contingent consideration arrangements. As of November 14, 2017, we will not record contingent consideration adjustments for the Hyperspring acquisition due to the expiration of the earnout period.