11.FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The accounting standards related to fair value measurements include a hierarchy for information and valuations used in measuring fair value that is broken down into the following three levels based on reliability:

Level 1 valuations are based on quoted prices in active markets for identical instruments that the Company can access at the measurement date.

Level 2 valuations are based on inputs other than quoted prices included in Level 1 that are observable for the instrument, either directly or indirectly, for substantially the full term of the asset or liability including the following:

quoted prices for similar, but not identical, instruments in active markets;

quoted prices for identical or similar instruments in markets that are not active;

inputs other than quoted prices that are observable for the instrument; or

inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 valuations are based on information that is unobservable and significant to the overall fair value measurement.

The book values of our financial instruments at August 31, 2020 and 2019 approximated their fair values. The assessment of the fair values of our financial instruments is based on a variety of factors and assumptions. Accordingly, the fair values may not represent the actual values of the financial instruments that could have been realized at August 31, 2020 or 2019, or that will be realized in the future, and do not include expenses that could be incurred in an actual sale or settlement. The following methods and assumptions were used to determine the fair values of our financial instruments, none of which were held for trading or speculative purposes.

Cash, Cash Equivalents, and Accounts Receivable – The carrying amounts of cash, cash equivalents, and accounts receivable approximate their fair values due to the liquidity and short-term maturity of these instruments.

Other Assets – Our other assets, including notes receivable, were recorded at the net realizable value of estimated future cash flows from these instruments.

Debt Obligations – At August 31, 2020, our debt obligations consisted primarily of a variable-rate term note payable. Our term note payable and revolving line of credit (Note 6) are negotiated components of our 2019 Credit Agreement, which was completed in August 2019 and modified in July 2020. Accordingly, the applicable interest rates on the term loan and revolving line of credit are reflective of current market conditions, and the carrying value of term loan and revolving line of credit (when applicable) obligations therefore approximate their fair value.

Contingent Consideration Liabilities from Business Acquisitions

We have contingent consideration liabilities arising from previous business acquisitions. We measure the fair values of our contingent consideration liabilities at each reporting date based on valuation models as described below. Changes to the fair value of the contingent consideration liabilities are recorded as components of our selling, general, and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss in the period of adjustment. The fair value of the contingent consideration liabilities from the acquisition of Robert Gregory Partners (RGP) and Jhana Education (Jhana) changed as follows during the fiscal year ended August 31, 2020 (in thousands):



			Change in
AUGUST 31,	2019		Fair Value		Payments		2020
RGP contingent liability	$	1,761	$	(445)	$	(500)	$	816
Jhana contingent liability		3,468		396		(797)		3,067
	$	5,229	$	(49)	$	(1,297)	$	3,883

At each quarterly reporting date, we estimate the fair value of the contingent liabilities from both the RGP and Jhana acquisitions through the use of Monte Carlo simulations. Based on the timing of expected payments, all of the RGP and $0.8 million of the Jhana contingent consideration liabilities were recorded as components of accrued liabilities on our consolidated balance sheet at August 31, 2020. The remainder of our contingent consideration liabilities are classified as other long-term liabilities. The following additional information is for our recurring contingent consideration liabilities shown above.

Robert Gregory Partners – The purchase price of RGP included contingent consideration payments to its former owners of up to $4.5 million, based on the achievement of specified levels of EBITDA and the delivery of “add-on coaching services content” for our AAP as set forth in the purchase agreement. During fiscal 2019, we amended the RGP acquisition agreement to reflect events and implementation issues that have occurred since the acquisition date. The amended contract increased the contingent consideration liability from the RGP acquisition by $1.1 million during the third quarter of fiscal 2019, but did not increase the total amount of contingent consideration potentially payable to the former owners of RGP. The fair value of the RGP contingent consideration is considered a Level 3 measurement because we estimate qualifying revenues and expected growth rates at each valuation date. The measurement period of the RGP contingent consideration ends on May 31, 2021 and the following range of growth rates were used to calculate the initial fair value of the contingent consideration:



	Likely		Minimum		Maximum
RGP growth rate - Year 1	14.8	%	(12.0)	%	35.0	%
RGP growth rate - Year 2	10.0	%	(12.0)	%	35.0	%
RGP growth rate - Year 3	10.0	%	(12.0)	%	35.0	%

Add-on services growth rate - Year 1	60.0	%	(20.0)	%	130.0	%
Add-on services growth rate - Year 2	50.0	%	(20.0)	%	130.0	%
Add-on services growth rate - Year 3	40.0	%	(20.0)	%	130.0	%

Jhana Education – On July 11, 2017, we acquired the stock of Jhana. The purchase price included potential contingent consideration of $7.2 million through the measurement period, which ends in July 2026. The fair value of the Jhana contingent consideration is a Level 3 measurement because we estimate projected consolidated Company and AAP sales over the measurement period. Changes in expected qualifying revenues over the measurement period influence the timing and amount of these contingent payments to the former owners of Jhana.