FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2023

The Company carries certain assets and liabilities at fair value on a recurring basis on its condensed consolidated balance sheets. The following tables present the fair values of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022:


	As of March 31, 2023
	Balance		Level 1		Level 2		Level 3
Foreign exchange derivative assets	$	16,224	$	—	$	16,224	$	—
Rights to acquire noncontrolling interest in consolidated subsidiaries	$	322	$	—	$	—	$	322
Total assets measured at fair value on a recurring basis	$	16,546	$	—	$	16,224	$	322

Foreign exchange derivative liabilities	$	131	$	—	$	131	$	—
Contingent consideration	19,214		—		—		19,214
Total liabilities measured at fair value on a recurring basis	$	19,345	$	—	$	131	$	19,214


	As of December 31, 2022
	Balance		Level 1		Level 2		Level 3
Foreign exchange derivative assets	$	12,191	$	—	$	12,191	$	—
Rights to acquire noncontrolling interest in consolidated subsidiaries	334		—		—		334
Total assets measured at fair value on a recurring basis	$	12,525	$	—	$	12,191	$	334

Foreign exchange derivative liabilities	$	9,350	$	—	$	9,350	$	—
Contingent consideration	24,308		—		—		24,308
Total liabilities measured at fair value on a recurring basis	$	33,658	$	—	$	9,350	$	24,308

The foreign exchange derivatives are valued using pricing models and discounted cash flow methodologies based on observable foreign exchange data at the measurement date. See Note 6 “Derivative Financial Instruments” in the condensed consolidated interim financial statements for additional information regarding derivative financial instruments.

The fair value of the contingent consideration was determined using a probability-weighted expected return method and is based on the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. Although there is significant judgment involved, the Company believes its estimates and assumptions are reasonable. In determining fair value, the Company considered a variety of factors, including future performance of the acquired businesses using financial projections developed by the Company and market risk assumptions that were derived for revenue growth and earnings before interest and taxes. The Company estimated future payments using the earnout formula and performance targets specified in the purchase agreements and adjusted those estimates to reflect the probability of their achievement. Those weighted-average estimated future payments were then discounted to present value using a rate based on the weighted-average cost of capital of guideline companies. The discount rates used to determine the fair value of contingent consideration both as of March 31, 2023 and December 31, 2022, were at a maximum of 20.0%, if a rate was applied. Changes in financial projections, market risk assumptions, discount rates or probability assumptions related to achieving the various earnout criteria would result in a change in the fair value of the recorded contingent liabilities. Such changes, if any, are recorded within Interest and other income/(loss), net in the Company’s condensed consolidated statement of income.

A reconciliation of the beginning and ending balances of Level 3 contingent consideration using significant unobservable inputs for the three months ended March 31, 2023 is as follows:


	Amount
Contingent consideration as of January 1, 2023	$	24,308
Changes in fair value of contingent consideration included in Interest and other income/(loss), net	297
Payment of contingent consideration for previously acquired businesses	(5,520)
Effect of foreign currency exchange rate changes, net	129
Contingent consideration as of March 31, 2023	$	19,214

Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis

Estimates of fair value of financial instruments not carried at fair value on a recurring basis on the Company’s condensed consolidated balance sheets are generally subjective in nature and are determined as of a specific point in time based on the characteristics of the financial instruments and relevant market information. The generally short maturities of certain assets and liabilities result in a number of assets and liabilities for which fair value equals or closely approximates the amount recorded on the Company’s condensed consolidated balance sheets. The following tables present the estimated fair values of the Company’s financial assets and liabilities not measured at fair value on a recurring basis as of the dates indicated:


					Fair Value Hierarchy
	Balance		Estimated Fair Value		Level 1		Level 2		Level 3
March 31, 2023
Financial Assets:
Cash equivalents:
Money market funds	$	143,684	$	143,684	$	143,684	$	—	$	—
Time deposits	$	80,157	$	80,157	$	80,157	$	—	$	—
Total cash equivalents	$	223,841	$	223,841	$	223,841	$	—	$	—
Restricted cash	$	2,583	$	2,583	$	2,583	$	—	$	—
Time deposits included in Short-term investments	$	60,373	$	60,373	$	—	$	60,373	$	—
Financial Liabilities:
Borrowings under the 2021 Credit Agreement	$	25,000	$	25,000	$	—	$	25,000	$	—
Deferred consideration for asset acquisition	$	54,115	$	54,115	$	—	$	54,115	$	—


					Fair Value Hierarchy
	Balance		Estimated Fair Value		Level 1		Level 2		Level 3
December 31, 2022
Financial Assets:
Cash equivalents:
Money market funds	$	312,321	$	312,321	$	312,321	$	—	$	—
Total cash equivalents	$	312,321	$	312,321	$	312,321	$	—	$	—
Restricted cash	$	2,292	$	2,292	$	2,292	$	—	$	—
Time deposits included in Short-term investments	$	60,336	$	60,336	$	—	$	60,336	$	—
Financial Liabilities:
Short-term debt	$	2,861	$	2,861	$	—	$	2,861	$	—
Borrowings under the 2021 Credit Agreement	$	25,000	$	25,000	$	—	$	25,000	$	—
Other long-term debt	$	2,693	$	2,693	$	—	$	2,693	$	—
Deferred consideration for asset acquisition	$	53,636	$	53,636	$	—	$	53,636	$	—

During the year ended December 31, 2022, the Company completed an asset acquisition of software licenses for use in the regular course of business for a purchase price of $66.1 million, which included an upfront payment of $13.3 million and fixed deferred consideration, payable in annual installments, with an acquisition-date fair value of $52.8 million. To estimate fair value, the future payments were discounted to present value using a discount rate based on the estimated borrowing rate of the Company. The weighted average discount rate used to determine the acquisition-date fair value was 5.20%. See Note 13 “Commitments and Contingencies” for more information regarding the deferred consideration.

Non-Marketable Securities Without Readily Determinable Fair Values

The Company holds investments in equity securities that do not have readily determinable fair values. These investments are recorded at cost and are remeasured to fair value based on certain observable price changes or impairment events as they occur. The carrying amount of these investments was $30.3 million and $28.4 million as of March 31, 2023 and December 31, 2022, respectively, and is classified as Other noncurrent assets in the Company’s condensed consolidated balance sheets.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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