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Fair Value Measurements | 6 Months Ended
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Jun. 30, 2020
Fair Value Disclosures [Abstract] |
Fair Value Measurements | Note 8 — Fair Value Measurements The carrying amounts reflected in the Consolidated Balance Sheets for cash, accounts receivable, accounts payable, and accrued expenses (excluding the contingent consideration discussed below) approximate fair value due to their short-term maturities. The Company’s financial instruments also include its outstanding variable-rate borrowings (refer to Note 4 – Debt). The Company believes that the carrying amount of its variable-rate borrowings reasonably approximate their fair values because the rates of interest on those borrowings reflect current market rates of interest. Additionally, the Company measures certain financial assets and liabilities at fair value on a recurring basis including cash equivalents, contingent purchase price related to acquisitions, and its derivative contracts. The fair values of these financial assets and liabilities have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements: Level 1 — Fair value based on quoted prices in active markets for identical assets or liabilities. Level 2 — Fair value based on inputs other than Level 1 inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Fair value based on unobservable inputs that are supported by little or no market activity and such inputs are significant to the fair value of the assets or liabilities. The following table represents the Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):
|  | As of June 30, 2020 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Money market funds (1) |  | $ | 512 |  |  | $ | — |  |  | $ | — |  |  | $ | 512 |
Total Assets |  | $ | 512 |  |  | $ | — |  |  | $ | — |  |  | $ | 512 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Contingent purchase price (2) |  | $ | — |  |  | $ | — |  |  | $ | (2,603 | ) |  | $ | (2,603 | )
Interest rate swap (3) |  |  | — |  |  | $ | (1,725 | ) |  |  | — |  |  |  | (1,725 | )
Total Liabilities |  | $ | — |  |  | $ | (1,725 | ) |  | $ | (2,603 | ) |  | $ | (4,328 | )
|  | As of December 31, 2019 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Money market funds (1) |  | $ | 2,354 |  |  | $ | — |  |  | $ | — |  |  | $ | 2,354 |
Total Assets |  | $ | 2,354 |  |  | $ | — |  |  | $ | — |  |  | $ | 2,354 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Contingent purchase price (2) |  | $ | — |  |  | $ | — |  |  | $ | (2,511 | ) |  | $ | (2,511 | )
Interest rate swap (3) |  |  | — |  |  | $ | (144 | ) |  |  | — |  |  |  | (144 | )
Total Liabilities |  | $ | — |  |  | $ | (144 | ) |  | $ | (2,511 | ) |  | $ | (2,655 | )
(1) | Included in cash and cash equivalents on the Consolidated Balance Sheets.
(2) | The acquisition of FeedbackNow on July 6, 2018 included a contingent consideration arrangement that required up to $4.2 million of consideration to be paid to the sellers based on the financial performance of FeedbackNow during the two-year period subsequent to the closing date. The fair value of the remaining contingent consideration to be paid to the sellers is $2.6 million at June 30, 2020 and $2.5 million at December 31, 2019, and is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets.
(3) | The Company has an interest rate swap contract that hedges the risk of variability from interest payments on its borrowings (see Note 4 – Debt and Note 7 – Derivatives and Hedging). The fair value of the interest rate swap is based on valuations prepared by a third-party broker. Those valuations are based on observable interest rates and other observable market data, which the Company considers Level 2 inputs.
During the six months ended June 30, 2020 and 2019, the Company did not transfer assets or liabilities between levels of the fair value hierarchy. Additionally, there have been no changes to the valuation techniques for Level 2 or Level 3 liabilities. Level 3 liabilities at June 30, 2020 consist entirely of the contingent purchase price related to the acquisition of FeedbackNow. Changes in the fair value of Level 3 contingent consideration for the six months ended June 30, 2020 were as follows (in thousands):
| Contingent |
| Consideration |
Balance at December 31, 2019 | $ | (2,511 | )
Fair value adjustment of contingent purchase price (1) |  | (22 | )
Payment of contingent purchase price |  | — |
Foreign exchange effect |  | (70 | )
Balance at June 30, 2020 | $ | (2,603 | )
(1) | This amount was recognized as acquisition and integration costs within the Consolidated Statements of Operations. As of June 30, 2020, the remaining range of undiscounted amounts that could be payable under this arrangement is $2.0 million to $2.6 million. The amount is expected to be finalized and paid to the sellers by the end of 2020. The significant unobservable inputs used in the Monte Carlo simulation to fair value the contingent consideration included projected contract bookings, a discount rate of 17.3%, and revenue volatility of 26.6%. Increases or decreases in the inputs would result in a higher or lower fair value measurement.

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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/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258 + Details
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