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Fair Value Measurements | 12 Months Ended
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Jun. 30, 2022
Fair Value Disclosures [Abstract] |
Fair Value Measurements | 5. Fair Value Measurements The following table presents the fair value of the Company’s financial instruments (in thousands):
|  | June 30, 2022 |  |  | June 30, 2021 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 4,404 |  |  | $ | — |  |  | $ | — |  |  | $ | 4,404 |  |  | $ | 1,670 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,670 |
Total |  | $ | 4,404 |  |  | $ | — |  |  | $ | — |  |  | $ | 4,404 |  |  | $ | 1,670 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,670 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Post-closing payments related to acquisitions |  | $ | — |  |  | $ | 28,437 |  |  | $ | — |  |  | $ | 28,437 |  |  | $ | — |  |  | $ | 34,954 |  |  | $ | — |  |  | $ | 34,954 |
Contingent consideration related to acquisitions |  |  | — |  |  |  | — |  |  |  | 1,787 |  |  |  | 1,787 |  |  |  | — |  |  |  | — |  |  |  | 5,432 |  |  |  | 5,432 |
Total |  | $ | — |  |  | $ | 28,437 |  |  | $ | 1,787 |  |  | $ | 30,224 |  |  | $ | — |  |  | $ | 34,954 |  |  | $ | 5,432 |  |  | $ | 40,386 |
Reported as: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 4,404 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 1,670 |
Other Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 12,369 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 12,697 |
Noncurrent |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 17,855 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 27,689 |
Total |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 30,224 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 40,386 |
There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. Cash Equivalents The valuation technique used to measure the fair value of money market funds included using quoted prices in active markets for identical assets. Post-Closing Payments Related to Acquisitions The post-closing payments are future payments related to two immaterial acquisitions completed in fiscal year 2022, and the acquisitions of Modernize, FCE, Mayo Labs and CCM completed in the past three fiscal years. As the fair value of the Company’s post-closing payments was determined based on installments stipulated in the terms of the acquisition agreements and discount rates observable in the market, the post-closing payments are classified as Level 2 within the fair value hierarchy. See Note 6, Acquisitions, for further details related to the acquisitions. Contingent Consideration Related to Acquisitions The contingent consideration consists of the estimated fair value of future payments related to the Company’s acquisitions of FCE and CCM. The FCE contingent consideration is based upon revenue and margin targets, and the CCM contingent consideration is based upon revenue targets. The fair value of the contingent consideration is determined using the real options technique which incorporates various estimates, including projected net revenue, projected gross margin, volatility and discount rates. As certain of these inputs are not observable in the market, the contingent consideration is classified as a Level 3 instrument. Significant changes in the projected net revenue, projected gross margin, or discount rates would have a material impact on the fair value of the contingent consideration. Changes in the fair value of the contingent consideration are recorded in earnings on the Company’s consolidated statements of operations. See Note 6, Acquisitions, for further details related to the acquisitions. The Company reassesses the estimated fair value of the contingent consideration at the end of each reporting period based on the information available at the time. In fiscal year 2022, the Company recorded an adjustment of $0.9 million due to the change in estimated fair value of the FCE contingent consideration based on revised estimates in revenue and margin targets. The adjustment was primarily associated with the changes in algorithms by email providers, which materially limited the delivery of the email marketing messages to the intended recipients’ inbox. The adjustment was recorded within general and administrative expenses on the Company’s consolidated statements of operations. The following table represents the change in the contingent consideration (in thousands):
|  | Level 3 |
Balance as of June 30, 2020 |  | $ | 3,170 |
Additions related to the acquisition of FCE (initial measurement) |  |  | 2,926 |
Change in fair value during the period |  |  | — |
Payments made during the period |  |  | (664 | )
Balance as of June 30, 2021 |  |  | 5,432 |
Change in fair value during the period |  |  | (926 | )
Payments made during the period |  |  | (2,719 | )
Balance as of June 30, 2022 |  | $ | 1,787 |

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- Definition The entire disclosure of the fair value measurement of assets and liabilities, which includes financial instruments measured at fair value that are classified in shareholders' equity, which may be measured on a recurring or nonrecurring basis. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -URI http://asc.fasb.org/topic&trid=2155941 + Details
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