Case File
efta-01378072DOJ Data Set 10OtherEFTA01378072
Date
Unknown
Source
DOJ Data Set 10
Reference
efta-01378072
Pages
1
Persons
0
Integrity
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active Significant
markets for
other
Significant
identical observable unobservable
Total
assets
inputs
inputs
fair value
(Level 1)
(Level 2)
(Level 3) measurements
(In thousands)
Assets:
Cash equivalents:
Money market funds
$
233376 $
— $
— $
233,376
Long-term investments:
Marketable equity security
9,594
—
—
9,594
Total
$
242.970 $
-
$
-
$
242,970
Liabilities:
Contingent consideration arrangements
$
— $
— $
(28.573) $
(28,573)
The following table presents the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant
unobservable inputs (Level 3):
Nine months ended
September 30,
2014
2015
Contingent
consideration
arrangements
Contingent
consideration
arrangements
(In thousands)
Balance at January 1
(43,625) $
(20.615)
Total net (losses) gains:
Included in earnings:
Fair value adjustments
13.581
11.479
Foreign currency exchange gains
626
Included in other comprehensive loss
2.054
1.539
Fair value at date of acquisition
(27.112)
Settlements
7.373
5.510
Balance at September 30
(20,617) $
(28,573)
Contingent consideration arrangements
As of September 30, 2015. there are five contingent consideration arrangements related to business acquisitions. The maximum contingent payments related
to these arrangements is $170.3 million and the fair value of these arrangements at September 30, 2015 is $28.6 million. The contingent consideration
arrangements are generally based upon earnings performance endear operating metrics such as monthly active users. The Company determines the fair value
of the contingent consideration arrangements by using a probability-weighted analysis to determine the amount of the gross liability, and, if the arrangement is
long-term in nature. applying a discount rate that captures the risks associated with the obligation. The number of scenarios in the probability-weighted
analyses can vary: generally, more
F-11
Table.91.C.ellients
scenarios are prepared for longer duration and more complex arrangements. The contingent consideration arrangements' fair values at September 30. 2015
reflect a discount rate of 12%.
The fair values of the contingent consideration arrangements are sensitive to changes in the forecasts of earnings and'or the relevant operating metrics and
changes in discount rates. The Company remeasures the fair value of the contingent consideration arrangements each reporting period. and changes are
recognized in "General and administrative expense" in the accompanying combined statement of operations. The contingent consideration arrangement liability
at September 30, 2015 is non-current and included in "Other long-term liabilities" in the accompanying combined balance sheet.
Assets measured at fair value on a nonrecurring basis
The Company's non-financial assets. such as goodwill, intangible assets and property and equipment. as well as cost method investments, are adjusted to fair
value only when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
Cost method investments
At both December 31, 2014 and September 30, 2015, the carrying value of the Company's investments accounted for under the cost method totaled
$55.6 million: these investments are included in long-term investments' in the accompanying combined balance sheet. The Company evaluates each cost
method investment for impairment on a quarterly basis and recognizes an impairment loss if a decline in value is determined to be other-than-temporary. If
the Company has not identified events or changes in circumstances that may have a significant adverse effect on the fair value of a cost method investment.
then the fair value of such cost method investment is not estimated, as it is impracticable to do so.
Long-term marketable equity security
The cost basis of the Company's long-term marketable equity security at December 31, 2014 and September 30. 2015 is $8.7 million, with a gross unrealized
hop:
sec.gov An:lives
daW15751891100104746915006431 12226458^-13.huni I 9r-2013911:17 AM)
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
CONFIDENTIAL
DB-SDNY-0075232
SONY GM_00221416
EFTA01378072
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