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Fair Value Measurements
6 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements
9.
Fair Value Measurements

The Company’s debt instruments are recorded at their carrying values in its condensed consolidated balance sheets, which may differ from their respective fair values. The estimated fair value of the Company’s 2027 Notes and 2029 Notes are both based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt (see Note 6 Debt for additional information). The fair values of the Company’s short-term loans generally approximated their carrying values.

At June 30, 2025 and 2024, the Company held currency forward contracts with an aggregated notional amount of $21,602 and $17,875, respectively to sell United States dollars and to buy various foreign currencies such as Canadian dollars and Euro, among others at a forward rate. Any changes in the fair value of these contracts are recorded in Other income (expense), net in the condensed consolidated statement of operations. During the three months ended June 30, 2025 and 2024, the Company recorded a net gain of $1,958 and a net loss of $657, respectively. During the six months ended June 30, 2025 and 2024, the Company recorded a net gain of $1,367 and a net loss of $1,209, respectively.

The following table presents the Company’s fair value hierarchy for financial assets and liabilities:

 

 

Fair Value Measurements as of June 30, 2025

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Kinetic Contingent Consideration - Second Tranche

 

$

 

 

$

 

 

$

277

 

 

$

277

 

Exalos Contingent Consideration - Second Tranche

 

$

 

 

$

 

 

$

6

 

 

$

6

 

Kinetic Indemnity Holdback

 

$

800

 

 

$

 

 

$

 

 

$

800

 

 

 

Fair Value Measurements as of December 31, 2024

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Kinetic Contingent Consideration - First Tranche

 

$

 

 

$

 

 

$

2,455

 

 

$

2,455

 

Kinetic Contingent Consideration - Second Tranche

 

$

 

 

$

 

 

$

1,908

 

 

$

1,908

 

Exalos Contingent Consideration — Second Tranche

 

$

 

 

$

 

 

$

634

 

 

$

634

 

GEO Indemnity Holdback

 

$

6,344

 

 

$

 

 

$

 

 

$

6,344

 

City Semi Contingent Consideration — Second Tranche

 

$

 

 

$

 

 

$

500

 

 

$

500

 

 

As of June 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents, including restricted cash, were all held in cash or Level 1 instruments where the fair values approximate the carrying values.

 

On August 4, 2025, the Company released the $800 Kinetic indemnity holdback in cash.

Level 3 Disclosures

Contingent Considerations

Contingent considerations were valued based on the consideration expected to be transferred. The Company estimated the fair value based on a Monte Carlo Simulations analysis to simulate the probability of achievement of various milestones identified within each contingent consideration arrangement, using certain assumptions that require significant judgment and discount rates. The discount rates were based on the estimated cost of debt plus a premium, which included consideration of expected term of the earn-out payment, yield on treasury instruments and an estimated credit rating for the Company.

The following table presents the significant unobservable inputs assumed for each of the fair value measurements:

 

 

June 30,
2025

 

 

December 31,
2024

 

 

Input

 

 

Input

 

Liabilities:

 

 

 

 

 

 

Kinetic Contingent Consideration - Second Tranche

 

 

 

 

 

 

Market yield rate

 

 

10.76

%

 

 

7.68

%

Scenario probability

 

 

10.00

%

 

 

70.00

%

Exalos Contingent Consideration - Second Tranche

 

 

 

 

 

 

Discount rate

 

 

10.23

%

 

 

10.20

%

Volatility

 

 

60.00

%

 

 

60.00

%