Note 4 - Fair Value Measurements

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Fair Value Disclosures [Text Block]

(4) FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The interest rate swap agreement we entered into in connection with our Term Note, as discussed further in “Note (2) Summary of Significant Accounting Policies” and “Note (10) Debt,”, is measured at fair value on a recurring basis using Level 2 inputs. The contingent consideration liability on our balance sheets 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. During the years ended December 31, 2024 and 2023, we adjusted the liability down $123 thousand and $294 thousand due to a reduction in our forecast for sales to EV and battery customers in the five-year period following the acquisition. During the year ended December 31, 2024, we classified a portion of the liability as current. As of December 31, 2023, the entire liability was classified as long-term. The changes to this contingent consideration liability are included within general and administrative expenses on our statement of operations.

The following fair value hierarchy table presents information about assets and (liabilities) measured at fair value on a recurring basis:

	Amounts at			Fair Value Measurement Using
(in thousands)	Fair Value			Level 1		Level 2		Level 3
At December 31, 2024
Contingent consideration long-term liability – Acculogic	$	(825	)	$	-	$	-	$	(825	)
Contingent consideration current liability – Acculogic	$	(62	)	$	-	$	-	$	(62	)
Interest rate swap	$	117		$	-	$	117	$	-

	Amounts at			Fair Value Measurement Using
(in thousands)	Fair Value			Level 1		Level 2		Level 3
At December 31, 2023
Contingent consideration liability – Acculogic	$	(1,093	)	$	-	$	-	$	(1,093	)
Interest rate swap	$	285		$	-	$	285	$	-

Changes in the fair value of our Level 3 contingent consideration liabilities for the years ended December 31, 2024 and 2023 were as follows:

(in thousands)
Total Contingent Consideration Liability Balance - January 1, 2023	$	1,363
Adjustment to contingent consideration liability in connection with the acquisition of Acculogic		(294	)
Impact of foreign currency translation adjustments		24
Total Contingent Consideration Liability Balance - December 31, 2023	$	1,093
Adjustment to contingent consideration liability in connection with the acquisition of Acculogic		(123	)
Impact of foreign currency translation adjustments		(83	)
Total Contingent Consideration Liability Balance – December 31, 2024	$	887