Fair Value Measurements

12 Months Ended

Dec. 31, 2016

3. Fair Value Measurements

Cash equivalents and short-term marketable securities, consisting of money market funds, U.S. government and government agency debt securities and corporate debt securities, are carried at fair value, which is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between knowledgeable and willing market participants.

Our contingent consideration liability represents the estimated fair value of the additional consideration payable in connection with our acquisitions of Rising Tide, Zindagi and PuzzleSocial. The amount payable is contingent upon the achievement of certain performance targets. We estimated the acquisition date fair value of the contingent consideration payable using discounted cash flow models, and applied a discount rate that appropriately captured a market participant’s view of the risk associated with the obligations. The significant unobservable inputs used in the fair value measurement of the acquisition-related contingent consideration payable were forecasted future cash flows and the timing of those cash flows and the risk-adjusted discount rate. Significant changes in actual and forecasted future cash flows may result in significant charges or benefits to our future operating expenses. We recorded the change in estimated fair value of the contingent consideration liabilities for our acquisitions as a net benefit of $9.1 million for 2016 and net expense of $6.1 million for 2015 within research and development expense in our consolidated statement of operations.

In the third quarter of 2015, we acquired Rising Tide. Under the terms of the agreement, the contingent consideration of up to $140.0 million was potentially payable based on the achievement of certain future performance targets during the three year period following the acquisition date. We initially estimated the acquisition date fair value of the contingent consideration payable using discounted cash flow models, and applied a risk-adjusted discount rate that appropriately captured a market participant’s view of the risk associated with the obligations. In the fourth quarter of 2016, we executed an amended agreement with Rising Tide. Under the terms of the amendment, the maximum amount payable by the Company is $10.2 million, of which $5.1 million was held in escrow and recorded to restricted cash and other current liabilities, to fully settle the consideration liability related to Rising Tide. The contingent consideration liability was $18.5 million as of December 31, 2015; thus, we recorded a net benefit of $8.3 million within research and development in our consolidated statement of operations in 2016.

In the first quarter of 2016, we acquired Zindagi. Under the terms of the agreement, the contingent consideration of up to $60.0 million may be payable based on the achievement of certain future performance targets during the three year period following the acquisition date. We initially estimated the acquisition date fair value of the contingent consideration payable using discounted cash flow models, and applied a risk-adjusted discount rate that appropriately captured a market participant’s view of the risk associated with the obligations. As of December 31, 2016, the current contingent consideration liability is $0.2 million. The contingent consideration liability was $1.3 million as of March 31, 2016; thus, we recorded a benefit of $1.1 million within research and development in our consolidated statement of operations in 2016.

In the third quarter of 2016, we acquired PuzzleSocial. Under the terms of the agreement, the contingent consideration of up to $42.0 million may be payable based on the achievement of certain future performance targets during the two and a half year period following the acquisition date. We initially estimated the acquisition date fair value of the contingent consideration payable using discounted cash flow models, and applied a risk-adjusted discount rate that appropriately captured a market participant’s view of the risk associated with the obligations. As of December 31, 2016, the current contingent consideration liability is $0.7 million. The contingent consideration liability for PuzzleSocial was $0.4 million as of September 30, 2016; thus, we expensed $0.3 million within research and development in our consolidated statement of operations in 2016.

Fair value is a market-based measurement that should be determined based on assumptions that knowledgeable and willing market participants would use in pricing an asset or liability. The valuation techniques used to measure the fair value of the Company’s debt instruments and all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data. We use a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Includes inputs, other than Level 1 inputs, that are directly or indirectly observable in the marketplace.

Level 3 — Unobservable inputs that are supported by little or no market activity.

The composition of our financial assets and liabilities among the three Levels of the fair value hierarchy are as follows (in thousands):

	December 31, 2016
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds⁽¹⁾	$	439,330	$	—	$	—	$	439,330
U.S. government and government agency debt securities⁽¹⁾		—		19,987		—		19,987
Corporate debt securities⁽¹⁾		—		269,768		—		269,768
Total	$	439,330	$	289,755	$	—	$	729,085
Liabilities
Contingent consideration	$	—	$	—	$	901	$	901

	December 31, 2015
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds⁽¹⁾	$	362,587	$	—	$	—	$	362,587
U.S. government and government agency debt securities⁽¹⁾		—		184,975		—		184,975
Corporate debt securities⁽¹⁾		—		277,193		—		277,193
Total	$	362,587	$	462,168	$	—	$	824,755
Liabilities
Contingent consideration	$	—	$	—	$	18,490	$	18,490

⁽¹⁾	Includes amounts classified as cash and cash equivalents.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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