XML 22 R13.htm IDEA: XBRL DOCUMENT
v3.22.1

Fair Value Measurements | 9 Months Ended
--- | ---
Mar. 31, 2022
Fair Value Disclosures [Abstract] |
Fair Value Measurements | 5. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. The Company estimates and categorizes the fair value of its financial instruments by applying the following hierarchy: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to directly access. Level 2 — Valuations based on quoted prices for similar assets or liabilities; valuations for interest-bearing securities based on non-daily quoted prices in active markets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following table presents the fair value of the Company’s financial instruments (in thousands):
|  | March 31, 2022 |  |  | June 30, 2021 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 1,670 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,670 |  |  | $ | 1,670 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,670 |
Total |  | $ | 1,670 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,670 |  |  | $ | 1,670 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,670 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Post-closing payments related to acquisitions |  | $ | — |  |  | $ | 28,189 |  |  | $ | — |  |  | $ | 28,189 |  |  | $ | — |  |  | $ | 34,954 |  |  | $ | — |  |  | $ | 34,954 |
Contingent consideration related to acquisitions |  |  | — |  |  |  | — |  |  |  | 7,412 |  |  |  | 7,412 |  |  |  | — |  |  |  | — |  |  |  | 5,432 |  |  |  | 5,432 |
Total |  | $ | — |  |  | $ | 28,189 |  |  | $ | 7,412 |  |  | $ | 35,601 |  |  | $ | — |  |  | $ | 34,954 |  |  | $ | 5,432 |  |  | $ | 40,386 |
Reported as: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 1,670 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 1,670 |
Other Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 15,278 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 12,697 |
Noncurrent |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 20,323 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 27,689 |
Total |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 35,601 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 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 and are classified as Level 1 within the fair value hierarchy. Post-Closing Payments Related to Acquisitions The post-closing payments are future payments related to an immaterial acquisition completed in the second quarter of fiscal year 2022, and the acquisitions of Modernize, Inc. (“Modernize”), FC Ecosystem, LLC (“FCE”), Mayo Labs, LLC (“Mayo Labs”) and CloudControlMedia, LLC (“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 7, 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 condensed consolidated statements of operations. See Note 7, 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 the second quarter of fiscal year 2022, the Company recognized an expense of $2.7 million due to the change in estimated fair value of the FCE contingent consideration based on revised estimates in revenue and margin targets. The expense was recorded within general and administrative expenses on the Company’s condensed consolidated statements of operations. The following table represents the changes in the contingent consideration during the three and nine months ended March 31, 2022 (in thousands):
|  | Three Months Ended |  |  | Nine Months Ended |
|  | March 31, 2022 |  |  | March 31, 2022 |
Balance at the beginning of period |  | $ | 7,741 |  |  | $ | 5,432 |
Changes in fair value during the period |  |  | — |  |  |  | 2,698 |
Payments made during the period |  |  | (329 | ) |  |  | (718 | )
Balance at the end of period |  | $ | 7,412 |  |  | $ | 7,412 |

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 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
Name: | us-gaap_FairValueMeasurementInputsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration