FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset’s or liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: • Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of such assets or liabilities do not entail a significant degree of judgment. • Level 2—Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. • Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following table presents the Company’s assets and liabilities that were measured at fair value on a recurring basis and its categorization within the fair value hierarchy at June 30, 2015 and December 31, 2014 (in thousands): Fair Value June 30, December 31, Assets: Foreign currency forward contracts Level 2 $ — $ 76 Liabilities: Foreign currency forward contracts Level 2 $ 52 $ — Warranty obligations Level 3 5,803 3,562 Contingent consideration Level 3 1,400 2,300 Derivative Instruments The Company utilizes foreign currency forward contracts from time to time to reduce the impact of foreign currency fluctuations arising from both sales and purchases denominated in Euros and the British Pound Sterling. At June 30, 2015 and December 31, 2014 , the notional amounts of the Company’s foreign currency forward contracts outstanding were $1.3 million and $1.5 million , respectively. For the six months ended June 30, 2015 and 2014 , the Company recorded net gains of $37,000 and $50,000 , respectively, related to foreign currency forward contracts in other income (expense), net. Fair Value Option for Warranty Obligations Related to Microinverters Sold Since January 1, 2014 The Company’s warranty obligations related to microinverters sold since January 1, 2014 provide the Company the right, but not the requirement, to assign its warranty obligations to a third-party. Under Accounting Standards Codification (“ASC”) 825—Financial Instruments, (“fair value option”), an entity may choose to elect the fair value option for such warranties at the time it first recognizes the eligible item. The Company made an irrevocable election to account for all eligible warranty obligations associated with microinverters sold since January 1, 2014 at fair value. This election was made to reflect the underlying economics of the time value of money for an obligation that will be settled over an extended period of up to 25 years. The Company estimates the fair value of warranty obligations by calculating the warranty obligations in the same manner as for sales prior to January 1, 2014 and applying an expected present value technique to that result. The expected present value technique, an income approach, converts future amounts into a single current discounted amount. In addition to the key estimates of failure rates, claim rates and replacement costs, the Company used certain Level 3 inputs which are unobservable and significant to the overall fair value measurement. Such additional assumptions included a discount rate based on the Company’s credit-adjusted risk-free rate and compensation comprised of a profit element and risk premium required of a market participant to assume the obligation. The following table provides information regarding changes in nonfinancial liabilities related to the Company’s warranty obligations measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the periods indicated (in thousands): Six Months Ended 2015 2014 Balance at beginning of period $ 3,562 $ — Accruals for warranties issued during period 2,183 1,638 Changes in estimates — 117 Settlements (85 ) — Increase due to accretion expense 371 40 Other (228 ) 11 Balance at end of period $ 5,803 $ 1,806 Contingent Consideration Liability In December 2014, the Company acquired substantially all of the assets of Next Phase Solar, Inc. In connection with the acquisition, the Company recorded a contingent consideration liability. The selling party may be entitled to receive two contingent payments, each based on achievement of defined revenue targets for the two annual periods subsequent to the acquisition date. The range of undiscounted amounts the Company could be required to pay for each contingent payment is between zero and $2.8 million . Any amounts due will be payable in early 2016 and 2017 based on achievement of defined 2015 and 2016 revenue targets, respectively. During the two-year earnout period, the Company is required to reevaluate the fair value of the contingent consideration liability at each reporting period based on any new developments and record any changes in fair value. The fair value of the contingent consideration liability was estimated by applying the income approach. That measure is based on significant Level 3 inputs not observable in the market. Key assumptions include (i) probability adjusted level of revenues and the resultant payout; and (ii) a risk-adjusted discount rate estimated using a capital asset pricing model, which reflects an expected rate of return required by a market participant holding a financial instrument with risk attributes similar to the Company’s contingent consideration liability. The following table provides information regarding changes in financial liabilities related to the contingent consideration liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2015 (in thousands): Balance—December 31, 2014 $ 2,300 Revaluations (900 ) Balance—June 30, 2015 $ 1,400 The decrease in fair value of the contingent consideration liability for the six months ended June 30, 2015 was attributable to changes in management estimates related to the probability adjusted level of revenues. The gain was recorded in sales and marketing expenses in the condensed consolidated statements of operations. Quantitative and Qualitative Information about Level 3 Fair Value Measurements As of June 30, 2015 , the significant unobservable inputs used in the fair value measurement of the Company’s liabilities designated as Level 3 are as follows: Item Measured at Fair Value Valuation Technique Description of Significant Unobservable Input Percent Used (Weighted-Average) Warranty obligations for microinverters sold since January 1, 2014 Discounted cash flows Profit element and risk premium 17% Credit-adjusted risk-free rate 19% Contingent consideration liability Probability-weighted discounted cash flows Risk-adjusted discount rate 18% Sensitivity of Level 3 Inputs Warranty Obligations Each of the significant unobservable inputs is independent of the other. The profit element and risk premium are estimated based on requirements of a third-party participant willing to assume the Company’s warranty obligations. The discount rate is determined by reference to the Company’s own credit standing at the fair value measurement date. Increasing or decreasing the profit element and risk premium input by 100 basis points would not have a material impact on the fair value measurement of the liability. Increasing the discount rate by 100 basis points would result in a $0.2 million reduction of the liability. Decreasing the discount rate by 100 basis points would result in a $0.2 million increase to the liability. Contingent Consideration Liability Changes in assumed probability adjustments with respect to achievement of target metrics can materially impact the fair value measurement of contingent consideration as of the acquisition date and for each subsequent period. Assumptions about the probability and amount of payout require less subjectivity over the course of the earnout period as management refines estimates based on actual events. Due to the short duration of the earnout period of two years , increasing or decreasing the risk-adjusted discount rate by 100 basis points would not have a material impact on the fair value measurement of the contingent consideration liability. |