Fair Value Measurements

ASC Topic 820, “Fair Value Measurements and Disclosures” ("ASC 820") defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the Company’s own credit risk.

ASC 820 establishes a three-level hierarchy of fair value measurements based on whether the inputs to those measurements are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The fair-value hierarchy requires the use of observable market data when available and consists of the following levels:


•	Level 1—Quoted prices for identical instruments in active markets;


•	Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and


•	Level 3—Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

Assets and Liabilities Measured at Fair Value

The following table sets forth the Company’s assets and liabilities that were accounted for at fair value as of December 31, 2018 and 2017.



As of December 31, 2018	Level 1		Level 2		Level 3		Total
Assets
Mutual funds*	$	142,408	$	—	$	—	$	142,408
Derivative financial instruments	—		6,030		—		6,030
Total	$	142,408	$	6,030	$	—	$	148,438
Liabilities
Derivative financial instruments	$	—	$	6,279	$	—	$	6,279
Total	$	—	$	6,279	$	—	$	6,279

As of December 31, 2017	Level 1		Level 2		Level 3		Total
Assets
Mutual funds*	$	162,906	$	—	$	—	$	162,906
Derivative financial instruments	—		18,298		—		18,298
Total	$	162,906	$	18,298	$	—	$	181,204
Liabilities
Derivative financial instruments	$	—	$	877	$	—	$	877
Fair value of earn-out consideration	—		—		920		920
Total	$	—	$	877	$	920	$	1,797

* Represents short-term investments carried on fair value option under ASC 825 "Financial Instruments" as of December 31, 2018 and December 31, 2017.

Derivative Financial Instruments: The Company’s derivative financial instruments consist of foreign currency forward exchange contracts. Fair values for derivative financial instruments are based on independent sources including highly rated financial institutions and are classified as Level 2. Refer to Note 18 to the consolidated financial statements for further details.

Fair value of earn-out consideration: The fair value measurement of earn-out consideration is determined using Level 3 inputs. The Company’s earn-out consideration represents a component of the total purchase consideration for its acquisition of Health Integrated. The measurement was calculated using unobservable inputs based on the Company’s own assessment of achievement of certain performance goals by Health Integrated during the 2018 calendar year which were not achieved. The earn-out was fair valued at $920 as of December 31, 2017. As of December 31, 2018, fair value of earn-out is $nil.

Financial instruments not carried at fair value:

The Company’s other financial instruments not carried at fair value consist primarily of accounts receivable, accounts payable and accrued expenses for which fair values approximate their carrying amounts due to their short-term nature.

Convertible Notes: The total estimated fair value of the Notes as of December 31, 2018 was $130,510. The fair value was determined based on the market yields for similar Notes as of the December 31, 2018. The Company considers the fair value of the Notes to be a Level 2 measurement due to the limited inputs available for its fair valuation.