Fair Value Measurements

In accordance with accounting principles generally accepted in the United States, fair value is defined 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. A three level hierarchy prioritizes the inputs used to measure fair value as follows:


•	Level 1 - Observable inputs - quoted prices in active markets for identical assets and liabilities;


•	Level 2 - Observable inputs other than the quoted prices in active markets for identical assets and liabilities includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets; and


•	Level 3 - Unobservable inputs - includes amounts derived from valuation models where one or more significant inputs are unobservable and require the Company to develop relevant assumptions.

The following is a summary of assets, liabilities and redeemable noncontrolling interests and their related classifications under the fair value hierarchy:



	December 31, 2017
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Cash, cash equivalents and restricted cash ⁽¹⁾	$	246,125	$	246,125	$	—	$	—
Marketable securities-short term ⁽²⁾	3,111		—		3,111		—
Total assets	$	249,236	$	246,125	$	3,111	$	—
Liabilities
Contingent interest derivative ⁽³⁾	193						193
Mandatorily redeemable financial instrument ⁽⁴⁾	37,959						37,959
Total liabilities	$	38,152	$	—	$	—	$	38,152
Temporary Equity
Redeemable noncontrolling interests ⁽⁴⁾	$	25,280	$	—	$	—	$	25,280
Total temporary equity	$	25,280	$	—	$	—	$	25,280



	December 31, 2016
(Restated)	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Cash, cash equivalents and restricted cash ⁽¹⁾	$	211,433	$	211,433	$	—	$	—
Marketable securities-short term ⁽²⁾	12,506		—		12,506		—
Marketable securities-long term ⁽²⁾	2,974		—		2,974		—
Total assets	$	226,913	$	211,433	$	15,480	$	—
Liabilities
Contingent consideration obligation	$	2,833	$	—	$	—	$	2,833
Total liabilities	$	2,833	$	—	$	—	$	2,833
Temporary Equity
Redeemable noncontrolling interests ⁽⁵⁾	$	25,280	$	—	$	—	$	25,280
Total temporary equity	$	25,280	$	—	$	—	$	25,280


⁽¹⁾	Cash equivalents primarily include money market funds


⁽²⁾	Comprised of municipal bonds and certificates of deposit


⁽³⁾	Contingent interest derivative related to convertible debt is included in accrued expenses, for further details see Note 11 - Debt.


⁽⁴⁾	Mandatorily redeemable financial instruments comprise of the Company’s contractual obligation to deliver a set number of preferred shares at a time in less than twelve months and the option for the Company to receive a set number of common shares


⁽⁵⁾	Put arrangements held by the noncontrolling interests in certain of the Company’s joint ventures

The Company utilizes the market approach to measure fair value for its financial assets. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. The Company’s marketable securities investments classified as Level 2 primarily utilize broker quotes in a non-active market for valuation of these securities.

No transfers between Level 1, Level 2 and Level 3 of the fair value measurement hierarchy occurred during the years ended December 31, 2017 and December 31, 2016.

Unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. There were no sales of marketable securities during the years ended December 31, 2017 and 2016. The cost of securities sold is based on the specific identification method. The Company evaluates investments with unrealized losses to determine if the losses are other than temporary. The Company has determined that the gross unrealized losses at December 31, 2017 and 2016 are temporary. In making this determination, the Company considered the financial condition, credit ratings and near-term prospects of the issuers, the underlying collateral of the investments, and the magnitude of the losses as compared to the cost and the length of time the investments have been in an unrealized loss position. Additionally, while the Company classifies the securities as available for sale, the Company does not currently intend to sell such investments and it is more likely than not to recover the carrying value prior to being required to sell such investments.

Available-for-Sale Securities

At December 31, 2017 and December 31, 2016, the estimated fair value of investments classified as available for sale, are as follows:



	December 31, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Marketable securities:
Certificates of deposit	$	250	$	—	$	—		$	250
Municipal bonds	2,867		—		(6		)	2,861
Total marketable securities	$	3,117	$	—	$	(6	)	$	3,111

As of December 31, 2017, an insignificant amount of accumulated unrealized losses related to investments that have been in a continuous unrealized loss position for 12 months or longer. The aggregate related fair value of investment with unrealized losses was approximately $2.9 million.



	December 31, 2016
	(Restated)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Marketable securities:
Certificates of deposit	$	450	$	—	$	—		$	450
Municipal bonds	15,063		1		(34		)	15,030
Total marketable securities	$	15,513	$	1	$	(34	)	$	15,480

As of December 31, 2016, an insignificant amount of accumulated unrealized losses related to investments that have been in a continuous unrealized loss position for 12 months or longer. The aggregate related fair value of investment with unrealized losses was approximately $13.8 million.

Contractual maturities of marketable debt securities are as follows:



	December 31, 2017
	Amortized Cost		Fair Value
Due within one year	$	3,117	$	3,111
Due after 1 year through 5 years	—		—
Total available-for-sale securities	$	3,117	$	3,111

Contingent Consideration

The Company determined the fair value of the contingent consideration related to the acquisition of Razorsight using a real options approach which uses a risk-adjusted expected growth rate based on assessments of expected growth in revenue, adjusted by an appropriate factor. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The significant unobservable inputs used in the fair value measurement of the Company’s contingent consideration obligation are the probabilities of achieving certain financial targets and contractual milestones and a risk-adjusted rate of 2.19%. Significant changes in any of those probabilities in isolation may result in a higher (lower) fair value measurement. No changes in valuation techniques occurred during the year ended December 31, 2017.

During the year ended December 31, 2017, the Company paid down the remaining $2.8 million in connection with the Razorsight contingent consideration.

The changes in fair value of the Company’s Level 3 contingent consideration obligation during the year ended December 31, 2017 were as follows:



Balance at December 31, 2016, as restated	$	2,833
Payment of contingent consideration	(2,831		)
Other adjustments to contingent consideration obligation included in net income	(2		)
Balance at December 31, 2017	$	—

Redeemable Noncontrolling Interests

The redeemable noncontrolling interests recorded at fair value are put arrangements held by the noncontrolling interests in certain of the Company’s joint ventures. The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of the noncontrolling interest to the greater of the estimated redemption value, which approximates fair value, at the end of each reporting period or the initial carrying amount.

The fair value of the redeemable noncontrolling interests was estimated by applying an income approach using a discounted cash flow analysis. This fair value measurement is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement. Significant changes in the underlying assumptions used to value the redeemable noncontrolling interests could significantly increase or decrease the fair value estimates recorded in the Consolidated Balance Sheets.

During the year ended December 31, 2017, the carrying amount of the redeemable noncontrolling interests was greater than the fair value and accordingly no adjustment to the carrying value was recorded.

The changes in redeemable noncontrolling interests classified as Level 3 measurements were as follows:



Balance at December 31, 2016	$	25,280
Fair value and other adjustments	9,291
Net loss attributable to interests in subsidiaries	(9,291		)
Balance at December 31, 2017	$	25,280

Mandatorily Redeemable Financial Instruments

On October 17, 2017, the Company finalized the agreement under which Siris would acquire Intralinks for $977.3 million in cash as part of the Intralinks Transaction and would have the option to purchase $185.0 million of convertible, redeemable preferred stock. The common shares held by Siris were to be used to fund a portion of the purchase price of the preferred stock. Synchronoss also gave Siris the right to put up to 5,994,667 shares of common stock within 5 days of the termination of the preferred stock purchase agreement for an aggregate price of $87.3 million. The Company determined that the options together, represented one mandatorily redeemable financial instrument which is accounted for as a liability on the Consolidated Balance Sheets.

The fair value of the mandatorily redeemable financial instrument was measured based on significant inputs that are not observable in the market. The Company estimated fair value by applying the binomial lattice model which considered certain inputs such as risk free rate, stock price volatility, credit ratings, expected term and conversion features.