Fair Value Measurements

9 Months Ended

Sep. 30, 2016

Note 8 – Fair Value Measurements

In accordance with the authoritative guidance for financial assets and liabilities measured at fair value on a recurring basis, the Company prioritizes the inputs used to measure fair value from market-based assumptions to entity-specific assumptions:

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Level 1 – Inputs based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

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Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

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Level 3 – Inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instruments valuation.

As of September 30, 2016 and December 31, 2015, the Company had no Level 1 or Level 2 assets or liabilities measured at fair value. As of September 30, 2016 and December 31, 2015, the Company’s contingent consideration from the acquisition of NLEX in 2014 of $1.9 and $3.5 million, respectively, was the only liability measured at fair value on a recurring basis, and was classified as Level 3 within the fair value hierarchy. The fair value of the Company’s contingent consideration was determined using a discounted cash flow analysis, which is based on significant inputs that are not observable in the market. As of September 30, 2016 and December 31, 2015, the Company had no Level 3 assets measured at fair value.

The following tables present the Company’s hierarchy for its liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 (in thousands):

	Fair Value as of September 30, 2016
	Level 1		Level 2		Level 3		Total
Liabilities
Contingent consideration	$	—	$	—	$	1,930	$	1,930


	Fair Value as of December 31, 2015
	Level 1		Level 2		Level 3		Total
Liabilities
Contingent consideration	$	—	$	—	$	3,457	$	3,457

When valuing its Level 3 liabilities, the Company gives consideration to operating results, financial condition, economic and/or market events, and other pertinent information that would impact its estimate of the expected contingent consideration payment. The valuation of the liability is primarily based on management’s estimate of the Net Profits of NLEX (as defined in the NLEX stock purchase agreement). Given the short term nature of the contingent consideration periods, changes in the discount rate are not expected to have a material impact on the fair value of the liability.

During the nine months ended September 30, 2016, the Company paid the former owner of NLEX $0.6 million of the total $0.8 million second earn-out payment as required under the earn-out provision of the NLEX stock purchase agreement. The following table summarizes the changes in the fair value of the liability during the nine months ended September 30, 2016 (in thousands):

Balance at December 31, 2015	$	3,457
Payment of contingent consideration		(627	)
Fair value adjustment of contingent consideration		(900	)
Balance at September 30, 2016	$	1,930

The Company had no assets or liabilities measured at fair value on a non-recurring basis as of September 30, 2016.

- 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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