Quarterly report pursuant to Section 13 or 15(d)

Financial Instruments

v3.22.2.2
Financial Instruments
6 Months Ended
Jun. 30, 2022
Investments All Other Investments [Abstract]  
Financial Instruments

NOTE 6. FINANCIAL INSTRUMENTS

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value. Level 1 and Level 2 are considered observable and Level 3 is considered unobservable, as follows:

 

Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

 

Level 2—inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

 

 

Level 3—unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Cash and Cash Equivalents

The Company’s money market funds are categorized as Level 1 within the fair value hierarchy. As of June 30, 2022, the Company’s cash and cash equivalents were as follows:

 

 

 

 

 

 

Gross

 

 

 

 

 

 

Cash and

 

 

 

 

 

 

 

Unrealized

 

 

Fair

 

 

Cash

 

 

 

Cost

 

 

Losses

 

 

Value

 

 

Equivalents

 

Cash

 

$

219,433

 

 

$

 

 

$

219,433

 

 

$

219,433

 

Level 1:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

1,030

 

 

 

 

 

 

1,030

 

 

 

1,030

 

Total

 

$

220,463

 

 

$

 

 

$

220,463

 

 

$

220,463

 

 

 

As of December 31, 2021, the Company’s cash and cash equivalents balances were as follows:

 

 

 

 

 

 

Gross

 

 

 

 

 

 

Cash and

 

 

 

 

 

 

 

Unrealized

 

 

Fair

 

 

Cash

 

 

 

Cost

 

 

Losses

 

 

Value

 

 

Equivalents

 

Cash

 

$

253,693

 

 

$

 

 

$

253,693

 

 

$

253,693

 

Level 1:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

1,029

 

 

 

 

 

 

1,029

 

 

 

1,029

 

Total

 

$

254,722

 

 

$

 

 

$

254,722

 

 

$

254,722

 

 

 

Contingent Consideration

All of the Company’s contingent consideration liabilities are categorized as Level 3 within the fair value hierarchy. Contingent consideration for the PandoLogic acquisition was valued at the time of acquisition using Monte Carlo simulation models. These models incorporate contractual terms and assumptions regarding financial forecasts for PandoLogic, discount rates, and volatility of forecasted revenue. The value of the Company’s contingent consideration would increase if a lower discount rate was used and would decrease if a higher discount rate was used. Similarly, a higher revenue volatility assumption would increase the value of the contingent consideration, and a lower revenue volatility assumption would decrease the value of the contingent consideration. Contingent consideration for the March 2022 acquisition was valued using a simple probability of achievement model, with the probability of achievement based on management’s forecasted outcomes for 2022 and 2023 fiscal year results for the acquired entity. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance of a third-party valuation specialist. 

As of June 30, 2022, the Company’s contingent consideration liabilities current and non-current balances were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in

 

 

Amount Paid

 

 

Reclass from

 

 

 

 

Fair

 

 

 

Cost

 

 

Fair Value

 

 

To Date

 

 

Non-current to Current

 

 

 

 

Value

 

Level 3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration, current

 

$

18,128

 

 

$

2,984

 

 

$

(20,816

)

 

$

21,384

 

 

 

 

 

21,680

 

Contingent consideration, non-current

 

 

21,384

 

 

 

305

 

 

 

 

 

 

(21,384

)

 

 

 

 

305

 

Total

 

$

39,512

 

 

$

3,289

 

 

$

(20,816

)

 

$

 

 

 

 

$

21,985

 

 

As of December 31, 2021, the Company’s contingent consideration liabilities current and non-current balances were as follows:

 

 

 

 

 

 

 

Changes in

 

 

Fair

 

 

Contingent

 

 

 

Cost

 

 

Fair Value

 

 

Value

 

 

Consideration

 

Level 3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration, current

 

$

18,128

 

 

$

1,925

 

 

$

20,053

 

 

$

20,053

 

Contingent consideration, non-current

 

 

21,384

 

 

 

10,149

 

 

 

31,533

 

 

 

31,533

 

Total

 

$

39,512

 

 

$

12,074

 

 

$

51,586

 

 

$

51,586

 

 

 

Stock Warrants

All of the Company’s outstanding stock warrants are categorized as Level 3 within the fair value hierarchy. Stock warrants have been recorded at their fair value using either a probability weighted expected return model, the Monte Carlo simulation model or the Black-Scholes option-pricing model. These models incorporate contractual terms, maturity, risk-free interest rates and volatility. The value of the Company’s stock warrants would increase if a higher risk-free interest rate was used and would decrease if a lower risk-free interest rate was used. Similarly, a higher volatility assumption would increase the value of the stock warrants, and a lower volatility assumption would decrease the value of the stock warrants. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance of a third-party valuation specialist. 

 

Investments

During the six months ended June 30, 2022, the Company invested $2,000 in a strategic investment in a technology company that was determined to not have a readily determinable fair value. This investment is carried initially at cost of $2,000 on our condensed consolidated balance sheet within other assets. The Company will monitor this investment to determine whether an other-than-temporary decline in value indicates that impairment charges may be required. The Company will also re-measure its investment if there is an observable transaction in a similar class of security to our investment.