Fair Value Measurements

12 Months Ended

Dec. 31, 2013

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 8 — Fair Value Measurements

The Company measures its derivative liabilities at fair value. The Special Bridge Warrants, Conversion Warrants, Preferential Reload Warrants and the derivative Series 1 Warrants (as they are defined in Note 9) are classified within Level 3 because they are valued using the Black-Scholes-Merton and the Monte-Carlo models (as these warrants include down-round protection clauses), which utilize significant inputs that are unobservable in the market.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2013 and 2012:

			Fair value measurement at reporting date using
			Quoted prices in
			active markets	Significant other	Significant
			for identical	observable	unobservable
Derivative liabilities on account of warrants	Balance		assets (Level 1)	inputs (Level 2)	inputs (Level 3)
As of December 31, 2013	$	4,083	—	—	$	4,083
As of December 31, 2012	$	7,612	—	—	$	7,612

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a non-recurring basis as of December 31, 2013 (there were no such assets or liabilities as of December 31, 2012):

	Fair value measurement at reporting date using
			Quoted prices in
			active markets		Significant other	Significant
			for identical		observable	unobservable
	Balance		assets (Level 1)		inputs (Level 2)	inputs (Level 3)
Assets held for sale	$	787	$	150	—	$	637

In addition to the above, the Company’s financial instruments at December 31, 2013 and December 31, 2012, consisted of cash, cash equivalents, accounts payable, and accounts receivable and long term deposits. The carrying amounts of all the aforementioned financial instruments approximate fair value. The following table summarizes the changes in the Company’s liabilities measured at fair value using significant unobservable inputs (Level 3) during the years ended December 31, 2013 and 2012:  

	Level 3
Balance at January 1, 2012	$	—
Derivative warrants issued to I/P’s shareholders in connection with the Merger, July 19, 2012		21,954
Fair value of derivative warrants issued by Legal Parent (refer to Note 9)		3,162
Fair value adjustment, prior to exercise of warrants, included in statement of operations		156
Exercise of derivative warrants		(10,657)
Fair value adjustment at end of period, included in statement of operations		(7,003)
Balance at December 31, 2012		7,612
Net impact of removal of down-round clause in Series 1 Warrant (refer to Note 9)		(2,300)
Fair value adjustment, prior to exercise of warrants, included in statement of operations		9
Exercise of derivative warrants		(808)
Fair value adjustment at end of period, included in statement of operations		(430)
Balance at December 31, 2013	$	4,083

Valuation processes for Level 3 Fair Value Measurements

Fair value measurement of the derivative liability on account of Special Bridge Warrants, Conversion Warrants, Preferential Reload Warrants and Series 1 Warrants (as defined in Note 9) fall within Level 3 of the fair value hierarchy. The fair value measurements are evaluated by management to ensure that changes are consistent with expectations of management based upon the sensitivity and nature of the inputs.

Description	Valuation technique	Unobservable inputs	Range
Special Bridge Warrants, Conversion Warrants, Preferential Reload Warrants and the outstanding derivative Series 1 Warrants	Black-Scholes-Merton and the Monte-Carlo models	Volatility	46.85% – 52.63%
		Risk free interest rate	0.16% – 1.11%
		Expected term, in years	0.99 – 3.55
		Dividend yield	0%
		Probability and timing of down-round triggering event	5% occurrence in December 2014

The fair value of assets held for sale, as well as other long-lived assets, is determined by estimating the present value of the expected future cash flows associated with that asset or asset group by using certain unobservable market inputs. These inputs include discount rates, estimated future cash flows and certain continuing growth rate assumptions. The discount rates are intended to reflect the risk inherent in the projected future cash flows generated by the respective asset or asset group. These inputs, particularly related to mobile social application technology, are sensitive to rapid changes in the industry and technological advances.

Sensitivity of Level 3 measurements to changes in significant unobservable inputs

 

The inputs to estimate the fair value of the Company’s derivative warrant liability are the current market price of the Company’s common stock, the exercise price of the warrant, its remaining expected term, the volatility of the Company’s common stock market price, the Company’s estimations regarding the probability and timing of a down-round protection triggering event and the risk-free interest rate. Significant changes in any of those inputs in isolation can result in a significant change in the fair value measurement. Generally, a positive change in the market price of the Company’s common stock, an increase in the volatility of the Company’s shares of common stock, an increase in the remaining term of the warrant, or an increase of a probability of a down-round triggering event would each result in a directionally similar change in the estimated fair value of the Company’s warrants, and thus an increase in the associated liability and vice-versa. An increase in the risk-free interest rate or a decrease in the positive differential between the warrant’s exercise price and the market price of the Company’s shares of common stock would result in a decrease in the estimated fair value measurement of the warrants and thus a decrease in the associated liability. The Company has not, nor plans to, declare dividends on its common stock, and thus, there is no change in the estimated fair value of the warrants due to the dividend assumption.