XML 22 R12.htm IDEA: XBRL DOCUMENT
v3.22.1

Fair Value Measurements | 6 Months Ended
--- | ---
Mar. 31, 2022
Fair Value Disclosures [Abstract] |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Financial assets and liabilities are classified in the following fair value hierarchy based on the lowest level input that is significant to the fair value measurement: Level 1 (unadjusted quoted prices in active markets for identical assets or liabilities); Level 2 (observable market inputs, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data). The following tables provide information by level for financial liabilities that are measured at fair value on a recurring basis (in thousands):
| Total Fair Value at |  | Fair Value Measurements Using Inputs Considered as
| March 31, 2022 |  | Level 1 |  | Level 2 |  | Level 3
Liabilities: |  |  |  |  |  |  |
Contingent consideration on acquired business | $ | 6,200 |  |  | $ | — |  |  | $ | — |  |  | $ | 6,200 |
Total liabilities measured at fair value | $ | 6,200 |  |  | $ | — |  |  | $ | — |  |  | $ | 6,200 |
| Total Fair Value at |  | Fair Value Measurements Using Inputs Considered as
| September 30, 2021 |  | Level 1 |  | Level 2 |  | Level 3
Liabilities: |  |  |  |  |  |  |
Contingent consideration on acquired business | $ | 6,200 |  |  | $ | — |  |  | $ | — |  |  | $ | 6,200 |
Total liabilities measured at fair value | $ | 6,200 |  |  | $ | — |  |  | $ | — |  |  | $ | 6,200 |
In connection with our acquisition of Opengear, we agreed to make contingent payments, based upon certain revenue thresholds. We paid the final installment of $10.0 million during the second quarter of fiscal 2021. In connection with our acquisition of Haxiot, we agreed to make contingent earn-out payments, based upon certain revenue thresholds. In the fiscal third quarter of fiscal 2021, the preliminary purchase price allocation was updated, including related determination of fair value and income tax implications. As a result, we reduced contingent consideration by $2.1 million in the third fiscal quarter of 2021. The fair value of the remaining liability for contingent consideration for the acquisition of Haxiot was $5.9 million at March 31, 2022. In connection with our acquisition of Ctek, we agreed to make contingent earn-out payments, based upon certain revenue thresholds. The fair value of the remaining liability for contingent consideration for the acquisition of Ctek was $0.3 million at March 31, 2022. The following table presents a reconciliation of the contingent consideration liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):
| Three months ended March 31, |  | Six months ended March 31,
| 2022 |  | 2021 |  | 2022 |  | 2021
Fair value at beginning of period | $ | 6,200 |  |  | $ | 10,000 |  |  | $ | 6,200 |  |  | $ | 4,228 |
Contingent consideration recognized for acquired business | — |  |  | 8,000 |  |  | — |  |  | 8,000 |
Contingent consideration payments | — |  |  | (10,000) |  |  | — |  |  | (10,000) |
Change in fair value of contingent consideration | — |  |  | — |  |  | — |  |  | 5,772 |
Fair value at end of period | $ | 6,200 |  |  | $ | 8,000 |  |  | $ | 6,200 |  |  | $ | 8,000 |
The change in fair value of contingent consideration reflects our estimates of the probabilities of achieving the relevant targets and is discounted based on our estimated discount rate. The fair value of the contingent consideration at March 31, 2022 is based on the probability of achieving the specified revenue thresholds for Haxiot and Ctek.

X
- References No definition available. + Details
Name: | us-gaap_FairValueDisclosuresAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258 + Details
Name: | us-gaap_FairValueDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration