FAIR VALUE MEASUREMENTS

12 Months Ended

Mar. 31, 2023

The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant unobservable inputs. The following tables present the Company's financial assets and liabilities measured on a recurring basis using the fair value hierarchy at March 31, 2023 and 2022 (in thousands):


	Fair Value Measurements at
	March 31, 2023
	Level 1		Level 2		Level 3		Total
ASSETS:
Cash and cash equivalents	$	370,455	$	16,339	$	—	$	386,794
U.S. government and municipal obligations	17,735		—		—		17,735
Commercial paper	—		19,136		—		19,136
Corporate bonds	310		—		—		310
Certificate of deposits	—		3,963		—		3,963
Derivative financial instruments	—		59		—		59

	$	388,500	$	39,497	$	—	$	427,997
LIABILITIES:


Derivative financial instruments	$	—	$	(49)	$	(1,380)	$	(1,429)
	$	—	$	(49)	$	(1,380)	$	(1,429)


	Fair Value Measurements at
	March 31, 2022
	Level 1		Level 2		Level 3		Total
ASSETS:
Cash and cash equivalents	$	617,734	$	18,427	$	—	$	636,161
U.S. government and municipal obligations	40,863		—		—		40,863
Commercial paper	—		23,353		—		23,353
Corporate bonds	821		—		—		821
Certificate of deposits	—		2,000		—		2,000
Derivative financial instruments	—		20		—		20

	$	659,418	$	43,800	$	—	$	703,218
LIABILITIES:


Derivative financial instruments	$	—	$	(78)	$	—	$	(78)
	$	—	$	(78)	$	—	$	(78)

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, the Company measures certain financial assets and liabilities at fair value, including marketable securities and derivative financial instruments.

The Company's Level 1 investments are classified as such because they are valued using quoted market prices or alternative pricing sources with reasonable levels of price transparency.

The Company's Level 2 investments are classified as such because they are valued using observable inputs other than Level 1 quoted prices that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets in markets that are not active.

The Company's Level 3 assets consisted of contingent consideration related to the divestiture of the Company's handheld network test (HNT) tools business in September 2018, which represented potential future earn outs to the Company that were contingent on the HNT tools business achieving certain milestones. During the fiscal year ended March 31, 2022, the Company

recorded an $0.8 million change in the fair value of the contingent consideration, which is included in other income (expense), net within the Company's consolidated statement of operations related to the divestiture of the handheld network test (HNT) tools business in September 2018. The contingent consideration, which was a Level 3 asset, represented potential future earn outs to the Company that were contingent on the HNT tools business achieving certain milestones. The $0.8 million of contingent consideration was paid to the Company as the final earnout during the fiscal year ended March 31, 2022.

The Company’s Level 3 liability at March 31, 2023 consisted of a forward share purchase contract, which qualified as a derivative instrument under authoritative guidance. In February 2023, the Company entered into an agreement with Napatech A/S (Napatech) to purchase approximately 6.2 million shares of Napatech’s common stock for $7.5 million. The Company measured the forward share purchase contract at March 31, 2023 at fair value based on inputs which were observable and those which were not observable in the market, resulting in a charge related to the Level 3 fair value hierarchy classification. During the fiscal year ended March 31, 2023, the Company recorded a $1.4 million change in the fair value of the derivative instrument in other income (expense), net within the Company's consolidated statement of operations. On April 14, 2023, the Company settled the contract and paid $7.5 million to Napatech in exchange for approximately 6.2 million shares of Napatech's common stock.

During the fiscal year ended March 31, 2021, the Company paid contingent purchase consideration related to the two acquisitions that occurred during fiscal year 2020. The $0.7 million of purchase consideration related to the Gigavation acquisition was paid to the seller in February 2021. The $1.0 million contingent purchase consideration related to the Eastwind acquisition was paid to the seller in April 2020.

The following table sets forth a reconciliation of changes in the fair value of the Company’s Level 3 financial asset for the fiscal year ended March 31, 2022 (in thousands):


	Contingent Consideration
Balance at March 31, 2021	$	—

Change in fair value of contingent consideration	837
Collection of contingent consideration	(837)

Balance at March 31, 2022	$	—

The following table sets forth a reconciliation of changes in the fair value of the Company’s Level 3 financial liability for the fiscal year ended March 31, 2023 (in thousands):


	Derivative Instrument
Balance at March 31, 2022	$	—

Change in fair value of derivative instrument	(1,380)


Balance at March 31, 2023	$	(1,380)

- 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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