XML 28 R18.htm IDEA: XBRL DOCUMENT v3.24.3
Fair Value Measurements
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements 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 is based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt (see Note 8 — Debt for additional information). The fair values of the Company’s short-term loans generally approximated their carrying values.

At September 30, 2024 and 2023, the Company held currency forward contracts with an aggregated notional amount of $13,850 and $17,584, 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 and nine months ended September 30, 2024, the Company recorded a net gain (loss) of $509 and $(701), respectively. During the three and nine months ended September 30, 2023, the Company recorded a net loss of $789 and $296, respectively.
The following table presents the Company’s fair value hierarchy for financial assets and liabilities:

Fair Value Measurements as of September 30, 2024
Level 1Level 2Level 3Total
Liabilities:
Exalos Contingent Consideration - First Tranche$— $— $14,113 $14,113 
Exalos Contingent Consideration - Second Tranche$— $— $584 $584 
GEO Contingent Consideration - Second Tranche$— $— $3,900 $3,900 
GEO Indemnity Holdback$6,250 $— $— $6,250 
Kinetic Contingent Consideration - First Tranche$— $— $2,391 $2,391 
Kinetic Contingent Consideration - Second Tranche$— $— $1,840 $1,840 
Silicon Radar Contingent Consideration - Second Tranche$— $— $60 $60 
City Semi Contingent Consideration - Second Tranche$— $— $490 $490 
Fair Value Measurements as of December 31, 2023
Level 1Level 2Level 3Total
Liabilities:
Exalos Contingent consideration — First Tranche$— $— $9,593 $9,593 
Exalos Contingent Consideration — Second Tranche$— $— $4,012 $4,012 
GEO Contingent Consideration — First Tranche$— $— $44,709 $44,709 
GEO Contingent Consideration — Second Tranche$— $— $25,921 $25,921 
GEO Indemnity Holdback$12,704 $— $— $12,704 
Silicon Radar Contingent Consideration — First Tranche$— $— $2,740 $2,740 
Silicon Radar Contingent Consideration — Second Tranche$— $— $3,310 $3,310 
City Semi Contingent Consideration — Second Tranche$— $— $940 $940 
Symeo Contingent Consideration — Second Tranche$— $— $7 $7 

As of September 30, 2024 and December 31, 2023, 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.

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 judgement 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.
Because the acquisition related to Kinetic occurred within the last twelve months, the significant information to be obtained and analyzed and the fact that Kinetic resides in a foreign jurisdiction, the Company’s fair value estimates for the associated contingent consideration were valued based on a probability method as of September 30, 2024.

The following table presents the significant unobservable inputs assumed for each of the fair value measurements:
September 30, 2024December 31, 2023
InputInput
Liabilities:
Exalos Contingent Consideration - First Tranche
Discount rate9.98 %7.46 %
Volatility60.00 %75.00 %
Exalos Contingent Consideration - Second Tranche
Discount rate9.98 %7.46 %
Volatility60.00 %70.00 %
GEO Contingent Consideration - Second Tranche
Discount rate8.90 %12.60 %
 Volatility78.70 %60.00 %
Kinetic Contingent Consideration - First Tranche
Market yield rate8.90 %N/A
  Scenario probability100.00 %N/A
Kinetic Contingent Consideration - Second Tranche
Market yield rate8.81 %N/A
  Scenario probability70.00 %N/A
Silicon Radar Contingent Consideration - Second Tranche
Discount rate10.56 %10.79 %
Volatility60.00 %60.00 %
City Semi Contingent Consideration - Second Tranche
Discount rate12.65 %12.65 %