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Note 6 - Fair Value Measurements | 6 Months Ended
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Mar. 31, 2024
Notes to Financial Statements |
Fair Value Disclosures [Text Block] |
6. | FAIR VALUE MEASUREMENTS
The Company’s financial instruments consist principally of cash equivalents, short and long-term marketable securities, accounts receivable and accounts payable. The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows:
| Level 1: | Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date.
| Level 2: | Inputs include quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near the measurement date.
| Level 3: | Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.
The fair value of the Company’s cash equivalents and marketable securities were determined based on Level 1 and Level 2 inputs. The valuation techniques used to measure the fair value of the “Level 2” instruments were based on quoted market prices or model-driven valuations using significant inputs derived from or corroborated by observable market data. The Company believes that the recorded values of its other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. The Company did not have any marketable securities in the Level 3 category as of March 31, 2024 or September 30, 2023. There have been no changes in Level 1, Level 2, and Level 3 and no changes in valuation techniques for financial instruments measured at fair value on a recurring basis for the periods ended March 31, 2024 and September 30, 2023. Instruments measured at fair value on a recurring basis Cash equivalents and marketable securities: The following tables present the Company’s cash equivalents and marketable securities’ costs, gross unrealized gains and losses, and fair value by major security type recorded as cash equivalents or short-term or long-term marketable securities as of March 31, 2024, and September 30, 2023. Unrealized gains and losses from the remeasurement of marketable securities are recorded in accumulated other comprehensive income (loss) until recognized in earnings upon the sale or maturity of the security.
|  | March 31, 2024 |
|  | Cost Basis |  |  | Gross Unrealized Gain |  |  | Gross Unrealized Loss |  |  | Fair Value |  |  | Cash Equivalents |  |  | Short-term Securities |  |  | Long-term Securities |
Level 1: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 1,437 |  |  | $ | - |  |  | $ | - |  |  | $ | 1,437 |  |  | $ | 1,437 |  |  | $ | - |  |  | $ | - |
Level 2: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Certificates of deposit |  |  | 552 |  |  |  | - |  |  |  | - |  |  |  | 552 |  |  |  | - |  |  |  | 552 |  |  |  | - |
Municipal securities |  |  | 1,105 |  |  |  | - |  |  |  | (1 | ) |  |  | 1,104 |  |  |  | - |  |  |  | 1,104 |  |  |  | - |
Corporate bonds |  |  | 1,357 |  |  |  | - |  |  |  | (2 | ) |  |  | 1,355 |  |  |  | - |  |  |  | 1,355 |  |  |  | - |
Subtotal |  |  | 3,014 |  |  |  | - |  |  |  | (3 | ) |  |  | 3,011 |  |  |  | - |  |  |  | 3,011 |  |  |  | - |
Total |  | $ | 4,451 |  |  | $ | - |  |  | $ | (3 | ) |  | $ | 4,448 |  |  | $ | 1,437 |  |  | $ | 3,011 |  |  | $ | - |
|  | September 30, 2023 |
|  | Cost Basis |  |  | Gross Unrealized Gain |  |  | Gross Unrealized Loss |  |  | Fair Value |  |  | Cash Equivalents |  |  | Short-term Securities |  |  | Long-term Securities |
Level 1: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 2,307 |  |  | $ | - |  |  | $ | - |  |  | $ | 2,307 |  |  | $ | 2,307 |  |  | $ | - |  |  | $ | - |
Level 2: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Certificates of deposit |  |  | 301 |  |  |  | - |  |  |  | - |  |  |  | 301 |  |  |  | - |  |  |  | 301 |  |  |  | - |
Municipal securities |  |  | 926 |  |  |  | - |  |  |  | (7 | ) |  |  | 919 |  |  |  | - |  |  |  | 919 |  |  |  | - |
Corporate bonds |  |  | 264 |  |  |  | - |  |  |  | (3 | ) |  |  | 261 |  |  |  | - |  |  |  | 261 |  |  |  | - |
Subtotal |  |  | 1,491 |  |  |  | - |  |  |  | (10 | ) |  |  | 1,481 |  |  |  | - |  |  |  | 1,481 |  |  |  | - |
Total |  | $ | 3,798 |  |  | $ | - |  |  | $ | (10 | ) |  | $ | 3,788 |  |  | $ | 2,307 |  |  | $ | 1,481 |  |  | $ | - |
The Company manages debt investments as a single portfolio of highly marketable securities that is intended to be available to meet current cash requirements. Historically, the gross unrealized losses related to the Company’s portfolio of available-for-sale debt securities were immaterial, and primarily due to normal market fluctuations and not due to increased credit risk or other valuation concerns. Gross unrealized losses on available-for-sale debt securities was $3 as of March 31, 2024, and historically, such gross unrealized losses have been temporary in nature. The Company believes that it is probable the principal and interest will be collected in accordance with the contractual terms. The debt investment portfolio is reviewed at least quarterly, or when there are changes in credit risks or other potential valuation concerns, to identify and evaluate whether an allowance for credit losses or impairment would be necessary. Factors considered in determining whether a loss is temporary include the magnitude of the decline in market value, the length of time the market value has been below cost (or adjusted cost), credit quality, and the Company’s ability and intent to hold the securities for a period of time sufficient to allow for any anticipated recovery in market value. The following table summarizes the fair value and gross unrealized losses related to available-for-sale debt securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of March 31, 2024 and September 30, 2023:
|  | As of March 31, 2024 |
|  | In loss position < 12 months |  |  | In loss position > 12 months |  |  | Total in loss position |
|  | Fair Value |  |  | Gross Unrealized Loss |  |  | Fair Value |  |  | Gross Unrealized Loss |  |  | Fair Value |  |  | Gross Unrealized Loss |
Certificates of deposit |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
U.S. government agency bonds |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Municipal securities |  |  | 243 |  |  |  | (1 | ) |  |  | - |  |  |  | - |  |  |  | 243 |  |  |  | (1 | )
Corporate bonds |  |  | 993 |  |  |  | (1 | ) |  |  | 362 |  |  |  | (1 | ) |  |  | 1,355 |  |  |  | (2 | )
|  | $ | 1,236 |  |  | $ | (2 | ) |  | $ | 362 |  |  | $ | (1 | ) |  | $ | 1,598 |  |  | $ | (3 | )
|  | As of September 30, 2023 |
|  | In loss position < 12 months |  |  | In loss position > 12 months |  |  | Total in loss position |
|  | Fair Value |  |  | Gross Unrealized Loss |  |  | Fair Value |  |  | Gross Unrealized Loss |  |  | Fair Value |  |  | Gross Unrealized Loss |
Certificates of deposit |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
U.S. government agency bonds |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Municipal securities |  |  | 684 |  |  |  | (2 | ) |  |  | 235 |  |  |  | (5 | ) |  |  | 919 |  |  |  | (7 | )
Corporate bonds |  |  | - |  |  |  | - |  |  |  | 261 |  |  |  | (3 | ) |  |  | 261 |  |  |  | (3 | )
|  | $ | 684 |  |  | $ | (2 | ) |  | $ | 496 |  |  | $ | (8 | ) |  | $ | 1,180 |  |  | $ | (10 | )
Instruments measured at fair value on a non-recurring basis Nonfinancial assets: Nonfinancial assets such as goodwill, other intangible assets, long-lived assets held and used, and right-of-use (“ROU”) assets are measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized or for a business combination. Goodwill and intangible assets are recognized at fair value during the period in which an acquisition is completed, from updated estimates during the measurement period, or when they are considered to be impaired. These non-recurring fair value measurements, primarily for intangible assets acquired, were based on Level 3 inputs. The Company estimates the fair value of these long-lived assets on a non-recurring basis based on a market valuation approach, engaging independent valuation experts to assist in the determination of fair value. The following table presents nonfinancial assets that were subject to fair value measurement during the six months ended March 31, 2024. There were no business combinations or indicators of impairment during the twelve months ended September 30, 2023.
|  |  |  |  |  | Fair Value Measurements at March 31, 2024 |  |  |  |  |
|  | Carrying Value |  |  | (Level 1) |  |  | (Level 2) |  |  | (Level 3) |  |  | Gain/(Loss) |
Intangible assets from Evertel acquisition |  | $ | 2,550 |  |  | $ | - |  |  | $ | - |  |  | $ | 2,550 |  |  | $ | - |
Goodwill from Evertel acquisition |  | $ | 2,923 |  |  | $ | - |  |  | $ | - |  |  | $ | 2,923 |  |  | $ | - |
Contingent consideration liability: In connection with the Evertel acquisition, the Company recorded a liability related to future performance criteria, A payment of up to $1,050 is payable based on future performance. The contingent consideration liability was recorded at the fair value of $890 as of the acquisition date. The Company engaged independent valuation experts to assist in determining the fair value of the contingent consideration. During each reporting period, the Company will adjust the contingent consideration liability as performance criteria are achieved. The change in fair value is recorded in the accompanying consolidated statement of operations. As of March 31, 2024, $874 of the contingent consideration was issued to the former owners of Evertel. The Company paid $219 in cash and issued 236,343 shares of common stock. During the period since acquisition, the contingent consideration increased $44 due to remeasurement adjustments. As of March 31, 2024, the remaining contingent consideration liability was $60 and will be settled during the third quarter of fiscal year 2024. The changes in the carrying amount of the contingent consideration liability were as follows:
Value as of acquisition date |  | $ | 890 |
Remeasurement estimate |  |  | 44 |
Settlement of contingent consideration liability |  |  | (874 | )
Balance as of March 31, 2024 |  | $ | 60 |
Acquisition holdback liability: In connection with the Evertel acquisition, the Company recorded a holdback liability related to potential future misrepresentations and indemnifications against third-party claims. The holdback liability will be released twelve months from the closing date, subject to amounts withheld for actual, pending or potential claims. The holdback liability was recorded at the present value which was the fair value at the acquisition date. The Company engaged independent valuation experts to assist in determining the present value of the holdback liability. The expected future payment was discounted using a rate representative of the Company’s payment risk and credit rating. Accretion is recorded in each subsequent reporting period based on the discount factor used to arrive at the original fair value. This change in fair value is recorded in the accompanying consolidated statement of operations. The changes in the carrying amount of the holdback liability is as follows:
Balance as of acquisition date |  | $ | 230 |
Accretion |  |  | 10 |
Balance as of March 31, 2024 |  | $ | 240 |

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- 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/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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