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FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2023

The following table presents information about the fair value measurement of the Company’s financial instruments (in thousands):


		As of December 31,
Financial Instruments Recorded at Fair Value on a Recurring Basis:	Fair Value Measurement Level	2023		2022
Assets:
Derivative assets—foreign currency contracts (1)	2	$	76	$	—
Derivative assets—interest rate swap contract (2)	2	16,248		23,410
Total assets		$	16,324	$	23,410

Liabilities:
Derivative liabilities—foreign currency contracts (3)	2	$	—	$	1,001
Contingent consideration—earn out (4)	3	15,000		22,747
Total liabilities		$	15,000	$	23,748

(1)Included in prepaid expenses and other current assets in the accompanying consolidated balance sheets.

(2)Included in prepaid expenses and other current assets and other non-current assets in the accompanying consolidated balance sheets.

(3)Included in other current liabilities in the accompanying consolidated balance sheets.

(4)Included in current and non-current contingent consideration in the accompanying consolidated balance sheets.

Transfers of assets and liabilities among Level 1, Level 2 and Level 3 are recorded as of the actual date of the events or change in circumstances that caused the transfer. For the years ended December 31, 2023 and 2022, there were no transfers between levels of the fair value hierarchy of the Company’s assets or liabilities measured at fair value.

The fair value of the Company’s derivative assets and liabilities through its foreign currency contracts is based upon observable market-based inputs that reflect the present values of the differences between estimated future foreign currency rates versus fixed future settlement prices per the contracts, and therefore, are classified within Level 2. The fair value of the Company's interest rate swap contract held with a financial institution is classified as a Level 2 financial instrument, which is valued using observable underlying interest rates and market-determined risk premiums at the reporting date.

On November 10, 2022, the Company entered into the second amendment to the share purchase agreement associated with the Apption Labs business combination to extend the earn out period through the end of fiscal year 2023. This amendment also modified the contingent consideration calculation associated with the achievement of certain revenue, earnings, and successful product launch thresholds for fiscal years 2022 and 2023. The remaining amount the Company expects to pay under the contingent consideration arrangement is $15.0 million, becoming due during the first half of fiscal year 2024.

The fair values of the Company's contingent consideration earn out obligation was estimated using a Black Scholes model. Key assumptions used in these estimates include the weighted average cost of capital and the probability assessments with respect to the likelihood of achieving the forecasted performance targets consistent with the level of risk of achievement. As these are significant unobservable inputs, the contingent consideration earn out obligation is included in Level 3 inputs.

At each reporting date, the Company revalues the contingent consideration obligation to its fair value and records increases and decreases in fair value in the change in fair value of contingent consideration in the accompanying consolidated statements of operations and comprehensive loss. Changes in the fair value of the contingent consideration obligation results from changes in discount periods and rates, and changes in probability assumptions with respect to the likelihood of achieving the performance targets.

The following table presents the fair value of contingent consideration (in thousands):


	Year-ended December 31,
	2023		2022		2021
Contingent consideration, beginning of period	$	22,747	$	25,300	$	—
Acquisition date fair value of contingent consideration	—		—		21,500
Payments of contingent consideration	(12,445)		(12,555)		—
Change in fair value of contingent consideration	4,698		10,002		3,800
Contingent consideration, end of period	$	15,000	$	22,747	$	25,300

The following table reconciles the changes in fair value of contingent consideration and payments of contingent consideration to the accompanying consolidated statement of cash flows and consolidated statements of operations and comprehensive loss (in thousands):


	Year-ended December 31,
	2023		2022		2021
Total payment of contingent consideration	$	12,445	$	12,555	$	—
Less: amounts paid in excess of the acquisition date fair value of the contingent consideration (1)	(220)		(3,280)		—
Acquisition date fair value of contingent consideration (2)	$	12,225	$	9,275	$	—

Change in fair value of contingent consideration (3)	$	4,698	$	10,002	$	3,800
Less: amounts paid in excess of the acquisition date fair value of the contingent consideration (1)	(220)		(3,280)		—
Net change in fair value of contingent consideration (4)	$	4,478	$	6,722	$	3,800

(1)Included in the change in fair value of contingent consideration as an operating activity in the accompanying consolidated statement of cash flows.

(2)Agrees to the payments of acquisition related contingent consideration as a financing activity within the accompanying consolidated statement of cash flows.

(3)Agrees to the change in fair value of contingent consideration in the accompanying consolidated statement of operations and comprehensive loss.

(4)Agrees to the change in fair value of contingent consideration as an operating activity in the accompanying consolidated statement of cash flows.

The following financial instruments are recorded at their carrying amount (in thousands):


	As of December 31, 2023				As of December 31, 2022
Financial Instruments Recorded at Carrying Amount:	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Liabilities:
Debt—Credit Facilities (1)	$	403,825	$	357,498	$	476,070	$	393,236
Total liabilities	$	403,825	$	357,498	$	476,070	$	393,236

(1)Included in the current portion of notes payable and notes payable, net of current portion in the accompanying consolidated balance sheets. Due to the unobservable nature of the inputs these financial instruments are considered to be Level 3 instruments in the fair value hierarchy

- 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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