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FAIR VALUE MEASUREMENTS
 6 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
The interest rate swap agreement we entered into in connection with our Term Note, as disclosed in “Note (2) Summary of Significant Accounting Policies; (l) Interest Rate Swap Agreement” and “Note (10) Debt,” is measured at fair value on a recurring basis using Level 2 inputs. The contingent consideration liability on our balance sheet is measured at fair value on a recurring basis using Level 3 inputs.
Our contingent consideration liability is a result of our acquisition of Acculogic on December 21, 2021, and represents the estimated fair value of the additional cash consideration payable that is contingent upon sales to Electric Vehicle (“EV”) or battery customers. We may pay the seller up to an additional CAD $5.0 million in the five-year period from 2022 through 2026. The additional payments will be based on a percent of net invoices for which payments have been received on systems sold to EV or battery customers in excess of CAD $2.5 million per year in each of the five years. The maximum payment is capped at CAD $5.0 million, which equates to approximately $3.7 million at June 30, 2025. There were no payments due to the seller for the years ended December 31, 2022 or 2023. We paid the contractually due amount for 2024 during the first quarter of 2025. To estimate the fair value of the contingent consideration at the acquisition date, an option-based income approach using a Monte Carlo simulation model was utilized due to the non-linear payout structure. As of the acquisition date, this resulted in an estimated fair value of $1.4 million. This amount was recorded as a contingent consideration liability and included in the purchase price as of the acquisition date. We reassess the estimated fair value of this liability annually using this same approach, or more frequently, if we determine that there have been material changes to the assumptions used in the calculation of the probable payout. Changes in the amount of the estimated fair value of the earn-outs since the acquisition date are recorded as operating expenses in our consolidated statement of operations in the quarter in which they occur. The current portion of our contingent consideration liability is
included as a component of accrued expenses and other current liabilities, while the non-current portion is included in Other Liabilities on our consolidated balance sheets.
The following fair value hierarchy table presents information about assets and (liabilities) measured at fair value on a recurring basis:
June 30, 2025
Fair Value Measurement Using
(in thousands)TotalLevel 1Level 2Level 3
Interest rate swap$58 $— $58 $— 
Contingent consideration - current(431)— — (431)
Contingent consideration - long term(441)— — (441)
December 31, 2024
Fair Value Measurement Using
(in thousands)TotalLevel 1Level 2Level 3
Interest rate swap$117 $— $117 $— 
Contingent consideration - current(62)— — (62)
Contingent consideration - long term(825)— — (825)
Changes in the fair value of our Level 3 contingent consideration liabilities for the three and six months ended June 30, 2025 and 2024, were as follows:
Three Months EndedSix Months Ended
June 30,June 30,
(in thousands)2025202420252024
Balance at beginning of period$824 $1,069 $887 $1,093 
Cash payments— — (34)— 
Change in estimated fair value— (50)(28)(50)
Impact of foreign currency translation adjustments48 (11)47 (35)
Balance at end of period$872 $1,008 $872 $1,008