Fair Value Measurements

12 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

The guidance on fair value measurements and disclosures defines fair value, establishes a framework for measuring fair value, and requires enhanced disclosures about assets and liabilities measured at fair value. Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are used to determine fair value. These models employ valuation techniques that involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity.

Assets and liabilities recorded at fair value on a recurring basis in our consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by the guidance on fair value measurements, are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities and are as follows:

Level 1 - Valuation is based upon quoted market price for identical instruments traded in active markets.

Level 2 - Valuation is based on quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 - Valuation is generated from model-based techniques that use significant assumptions not observable in the market. Valuation techniques include use of discounted cash flow models and similar techniques.

Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations:

	December 31, 2017
	Level 1		Level 2		Level 3
Assets:
Short-term investments (1)	$	10,997	$	—	$	—
Total	$	10,997	$	—	$	—
Liabilities:
Contingent consideration (2)	$	—	$	—	$	412
Total	$	—	$	—	$	412
	December 31, 2016
	Level 1		Level 2		Level 3
Assets:
Short-term investments (1)	$	42,942	$	—	$	—
Total	$	42,942	$	—	$	—
Liabilities:
Contingent consideration (2)	$	—	$	—	$	2,100
Total	$	—	$	—	$	2,100

(1) Short-term investments in the accompanying consolidated balance sheets are six-month U.S. Treasury Bills. The fair values of these assets are based on Level 1 inputs in the fair value hierarchy.

(2) Contingent consideration liability represents arrangements to pay the former owners of certain companies we acquired. For the year ended December 31, 2017, we paid $0.5 million as part of these arrangements. For the year ended December 31, 2016, we paid $0.8 million as part of these arrangements. The remaining change in the fair value of the contingent consideration from December 31, 2016 to December 31, 2017 was related to a $1.3 million decrease due to the expiration of the contingent consideration period for one of our acquisitions and changes in foreign currency exchange rates.