Annual report pursuant to Section 13 and 15(d)

Fair Value Measurement

v3.22.4
Fair Value Measurement
12 Months Ended
Dec. 31, 2022
Fair Value Measurement  
Fair Value Measurement

8. Fair Value Measurement

The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:

As of December 31, 2022

Quoted Market

Prices in Active

Significant

Markets for

Significant Other

Unobservable

Identical Assets

Observable Inputs

 Inputs

Total Fair Value 

(in thousands)

    

(Level 1)

    

(Level 2)

    

(Level 3)

    

Measurements

Assets:

  

  

  

  

Cash equivalents:

$

11,710

$

$

$

11,710

Liabilities:

 

  

 

  

 

  

 

  

Contingent consideration current

 

 

 

 

Contingent consideration non‑current

 

 

 

 

Contingent consideration

$

$

$

$

As of December 31, 2021

Quoted Market

Prices in Active

Significant 

Markets for

Significant Other

Unobservable

Identical Assets

Observable Inputs

 Inputs

Total Fair Value 

(in thousands)

    

(Level 1)

    

(Level 2)

    

(Level 3)

    

Measurements

Assets:

  

  

  

  

Cash equivalents:

$

12,324

$

$

$

12,324

Liabilities:

 

  

 

  

 

  

 

  

Contingent consideration current

 

 

 

1,717

 

1,717

Contingent consideration non‑current

 

 

 

 

Contingent consideration

$

$

$

1,717

$

1,717

Cash equivalents, consisting of money market funds of $11.7 million and money market funds and time deposits of $12.3 million as of December 31, 2022 and December 31, 2021, respectively, were classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets.

Contingent consideration relates to potential payments that the Company may be required to make associated with a business combination. To the extent that the valuations of these liabilities are based on inputs that are less observable or not observable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for measures categorized in Level 3.

Rollforward of the fair value measurements of the contingent consideration categorized with Level 3 inputs for the years ended December 31, 2022, 2021, and 2020 is as follows:

(in thousands)

    

Balance as of January 1, 2020

$

3,210

Fair value adjustments

(949)

Payments during the year

(601)

Balance as of December 31, 2020

    

$

1,660

Fair value adjustments

 

57

Balance as of December 31, 2021

$

1,717

Payments during the year

 

(1,717)

Balance as of December 31, 2022

$

Prior to the early termination of the Zentrick Deferred Payment Terms described in Footnote 4, Business Combinations, the fair value of the component of contingent consideration related to achievement of revenue targets have been estimated using a Monte Carlo model to simulate future performance of the acquired business under a risk-neutral framework; significant assumptions include a risk-adjusted discount rate of 13.5% and revenue volatility of 29.0% for December 31, 2021 and a risk-adjusted discount rate of 12.7% and revenue volatility of 30.0% for December 31, 2020. The fair value of the component of contingent consideration related to achievement of four technical milestones have been estimated using situation-based modeling, which considers the probability-weighted present value of the expected payout amount.

As described in Footnote 4, Business Combinations, on February 16, 2022, pursuant to the terms of the Zentrick Early Termination Agreement, the Company paid the remaining balance of the contingent consideration referred to as the Zentrick Deferred Payment Terms.

There was no new contingent consideration in the year ended December 31, 2022.