Acquisition-Related Contingent Consideration

6 Months Ended

Jul. 02, 2016

Acquisition-Related Contingent Consideration

6. Acquisition-Related Contingent Consideration

In connection with the acquisition of Solar Implant Technologies, Inc. (“SIT”), Intevac agreed to pay to the selling shareholders in cash a revenue earnout on Intevac’s net revenue from commercial sales of certain products over a specified period up to an aggregate of $9.0 million. Intevac estimated the fair value of this contingent consideration on July 2, 2016 based on probability-based forecasted revenues reflecting Intevac’s own assumptions concerning future revenue from such products. As of July 2, 2016, payments made associated with the revenue earnout obligation have not been significant.

The fair value measurement of contingent consideration is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Any change in fair value of the contingent consideration subsequent to the acquisition date is recognized in operating income within the condensed consolidated statement of operations. The following table represents a reconciliation of the change in the fair value measurement of the contingent consideration liability for the three and six months ended July 2, 2016 and July 4, 2015:

	Three Months Ended						Six Months Ended
	July 2, 2016			July 4, 2015			July 2, 2016			July 4, 2015
	(In thousands)
Opening balance	$	906		$	1,108		$	890		$	1,134
Changes in fair value		(158	)		(174	)		(142	)		(200	)
Closing balance	$	748		$	934		$	748		$	934

The following table displays the balance sheet classification of the contingent consideration liability account at July 2, 2016 and at January 2, 2016:

	July 2, 2016		January 2, 2016
	(In thousands)
Other accrued liabilities	$	106	$	179
Other long-term liabilities		642		711
Total acquisition-related contingent consideration	$	748	$	890

The following table represents the quantitative range of the significant unobservable inputs used in the calculation of fair value of the continent consideration liability as of July 2, 2016. Significant increases or decreases in any of these inputs in isolation would result in a significantly lower (higher) fair value measurement.

Quantitative Information about Level 3 Fair Value Measurements at July 2, 2016
	Fair Value		Valuation Technique		Unobservable Input	Range (Weighted Average)
	(In thousands, except for percentages)
Revenue Earnout	$	748		Discounted cash flow	Weighted average cost of capital Probability weighting of achieving revenue forecasts	13.5% 10.0% - 80.0% (30.3%)