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Fair Value Measurements | 9 Months Ended
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Sep. 30, 2017
Fair Value Disclosures [Abstract] |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair value is defined under U.S. GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs in valuation methodologies used to measure fair value: Level 1 - Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Measurements that include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment. In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. The valuation methodologies used for the Company's assets and liabilities measured at fair value and their classification in the valuation hierarchy are summarized below: Cash equivalents - Cash equivalents primarily consist of AAA-rated money market funds. The Company classified cash equivalents as Level 1 due to the short-term nature of these instruments and measured the fair value based on quoted prices in active markets for identical assets. Fair value option investments and available-for-sale securities - See Note 4, Investments, for a discussion of the valuation methodologies used to measure the fair value of the Company's investments in Monster LP and GroupMax. The Company measures the fair value of those investments using the discounted cash flow method, which is an income approach, and the market approach. The Company also has investments in redeemable preferred shares and convertible debt securities issued by nonpublic entities. The Company measures the fair value of those available-for-sale securities using the discounted cash flow method. The Company has classified its fair value option investments and its investments in available-for-sale securities as Level 3 due to the lack of observable market data over fair value inputs such as cash flow projections and discount rates. Increases in projected cash flows and decreases in discount rates contribute to increases in the estimated fair values of the fair value option investments and available-for-sale securities, whereas decreases in projected cash flows and increases in discount rates contribute to decreases in their fair values. Contingent consideration - The Company had contingent obligations to transfer cash to the former owners of acquired businesses if specified financial results were met over future reporting periods (i.e., earn-outs). Liabilities for contingent consideration were measured at fair value each reporting period, with the acquisition-date fair value included as part of the consideration transferred and subsequent changes in fair value are recorded in earnings within "Acquisition-related expense (benefit), net" on the condensed consolidated statements of operations. The Company used an income approach to value contingent consideration obligations based on future financial performance, which was determined based on the present value of probability-weighted future cash flows. The Company classified the contingent consideration liabilities as Level 3 due to the lack of relevant observable market data over fair value inputs such as probability-weighting of payment outcomes. The following tables summarize the Company's assets and liabilities that are measured at fair value on a recurring basis (in thousands):
|  |  | Fair Value Measurement at Reporting Date Using
Description | September 30, 2017 |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3)
Assets: |  |  |  |  |  |  |
Cash equivalents | $ | 152,631 |  |  | $ | 152,631 |  |  | $ | — |  |  | $ | — |
Fair value option investments | 77,484 |  |  | — |  |  | — |  |  | 77,484 |
Available-for-sale securities: |  |  |  |  |  |  |
Convertible debt securities | 11,232 |  |  | — |  |  | — |  |  | 11,232 |
Redeemable preferred shares | 15,552 |  |  | — |  |  | — |  |  | 15,552 |
|  |  | Fair Value Measurement at Reporting Date Using
Description | December 31, 2016 |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3)
Assets: |  |  |  |  |  |  |
Cash equivalents | $ | 202,241 |  |  | $ | 202,241 |  |  | $ | — |  |  | $ | — |
Fair value option investments | 82,584 |  |  | — |  |  | — |  |  | 82,584 |
Available-for-sale securities: |  |  |  |  |  |  |
Convertible debt securities | 10,038 |  |  | — |  |  | — |  |  | 10,038 |
Redeemable preferred shares | 17,444 |  |  | — |  |  | — |  |  | 17,444 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |
Contingent consideration | 14,588 |  |  | — |  |  | — |  |  | 14,588 |
The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the three and nine months ended September 30, 2017 and 2016 (in thousands):
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2017 |  | 2016 |  | 2017 |  | 2016
Assets |  |  |  |  |  |  |  |
Fair value option investments: |  |  |  |  |  |  |  |
Beginning Balance |  | $ | 81,439 |  |  | $ | 125,018 |  |  | $ | 82,584 |  |  | $ | 130,725 |
Total gains (losses) included in earnings |  | (3,955 | ) |  | (1,594 | ) |  | (5,100 | ) |  | (7,301 | )
Ending Balance |  | $ | 77,484 |  |  | $ | 123,424 |  |  | $ | 77,484 |  |  | $ | 123,424 |
Unrealized gains (losses) still held (1) |  | $ | (3,955 | ) |  | $ | (1,594 | ) |  | $ | (5,100 | ) |  | $ | (7,301 | )
Available-for-sale securities |  |  |  |  |  |  |  |  |  |
Convertible debt securities: |  |  |  |  |  |  |  |  |  |
Beginning Balance |  | $ | 10,868 |  |  | $ | 10,573 |  |  | $ | 10,038 |  |  | $ | 10,116 |
Acquisition of convertible debt security |  | — |  |  | — |  |  | 1,612 |  |  | — |
Proceeds at sale or maturity of convertible debt security |  | — |  |  | (1,685 | ) |  | (1,843 | ) |  | (1,685 | )
Total gains (losses) included in other comprehensive income (loss) |  | 146 |  |  | 566 |  |  | (387 | ) |  | 786 |
Total gains (losses) included in earnings (2) |  | 218 |  |  | 477 |  |  | 1,812 |  |  | 714 |
Ending Balance |  | $ | 11,232 |  |  | $ | 9,931 |  |  | $ | 11,232 |  |  | $ | 9,931 |
Unrealized gains (losses) still held (1) |  | $ | 364 |  |  | $ | 1,043 |  |  | $ | 1,180 |  |  | $ | 1,500 |
Redeemable preferred shares: |  |  |  |  |  |  |  |  |  |
Beginning Balance |  | $ | 15,923 |  |  | $ | 22,343 |  |  | $ | 17,444 |  |  | $ | 22,834 |
Total gains (losses) included in other comprehensive income (loss) |  | (371 | ) |  | (592 | ) |  | (1,892 | ) |  | (1,083 | )
Transfer to cost method investment classification upon elimination of redemption feature |  | — |  |  | (4,574 | ) |  | — |  |  | (4,574 | )
Ending Balance |  | $ | 15,552 |  |  | $ | 17,177 |  |  | $ | 15,552 |  |  | $ | 17,177 |
Unrealized (losses) gains still held (1) |  | $ | (371 | ) |  | $ | (592 | ) |  | $ | (1,892 | ) |  | $ | (1,083 | )
Liabilities |  |  |  |  |  |  |  |  |  |
Contingent Consideration: |  |  |  |  |  |  |  |  |  |
Beginning Balance |  | $ | — |  |  | $ | 14,788 |  |  | $ | 14,588 |  |  | $ | 10,781 |
Settlements of contingent consideration liabilities |  | — |  |  | — |  |  | (7,858 | ) |  | — |
Reclassification to non-fair value liabilities when no longer contingent |  | — |  |  | — |  |  | (6,778 | ) |  | (285 | )
Total losses (gains) included in earnings (3) |  | — |  |  | (162 | ) |  | 48 |  |  | 4,130 |
Ending Balance |  | $ | — |  |  | $ | 14,626 |  |  | $ | — |  |  | $ | 14,626 |
Unrealized losses (gains) still held (1) |  | $ | — |  |  | $ | (162 | ) |  | $ | — |  |  | $ | 4,004 |
(1) | Represents the unrealized losses or gains recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period.
(2) | Represents a gain at maturity of a previously impaired convertible debt security, accretion of interest income and changes in the fair value of an embedded derivative.
(3) | Changes in the fair value of contingent consideration liabilities are classified within "Acquisition-related expense (benefit), net" on the condensed consolidated statements of operations.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities are measured at fair value on a nonrecurring basis, including assets that are written down to fair value as a result of an impairment. The Company did not record any significant nonrecurring fair value measurements after initial recognition for the three and nine months ended September 30, 2017 and 2016. Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value The following table presents the carrying amounts and fair values of financial instruments that are not carried at fair value in the condensed consolidated financial statements (in thousands):
|  | September 30, 2017 |  | December 31, 2016
|  | Carrying Amount |  | Fair Value |  | Carrying Amount |  | Fair Value
Cost method investments |  | $ | 25,236 |  |  | $ | 32,044 |  |  | $ | 31,816 |  |  | $ | 35,369 |
The fair values of the Company's cost method investments were determined using the market approach or the income approach, depending on the availability of fair value inputs such as financial projections for the investees and market multiples for comparable companies. The Company has classified the fair value measurements of its cost method investments as Level 3 measurements within the fair value hierarchy because they involve significant unobservable inputs such as cash flow projections and discount rates. The Company's other financial instruments not carried at fair value consist primarily of accounts receivable, restricted cash, accounts payable, accrued merchant and supplier payables and accrued expenses. The carrying values of these assets and liabilities approximate their respective fair values as of September 30, 2017 and December 31, 2016 due to their short-term nature.

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- 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. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -URI http://asc.fasb.org/topic&trid=2155941 + Details
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