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FAIR VALUE MEASUREMENTS
12 Months Ended
Sep. 30, 2023
FAIR VALUE MEASUREMENTS [Abstract]  
FAIR VALUE MEASUREMENTS

17.
FAIR VALUE MEASUREMENTS

Topic 820 established a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy under Topic 820 are described below:

Level 1:
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2:
Inputs to the valuation methodology are quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3:
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.


This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Recurring Fair Value Measurements

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis based on the three-level valuation hierarchy (in thousands):

   
Total fair value at
September 30, 2023
   
Quoted prices in active
markets for identical
assets (Level 1)
   
Significant other
observable inputs
(Level 2)
   
Significant
unobservable inputs
(Level 3)
 
Assets:
                       
Investment in Rubicon at fair value
 
$
1,573
   
$
1,573
   
$
   
$
 
 
 
$
1,573
   
$
1,573
   
$
   
$
 
Liabilities:
                               
Contingent earnout liabilities
 
$
2,330
   
$
   
$
   
$
2,330
 
 
 
$
2,330
   
$
   
$
   
$
2,330
 

   
Total fair value at
September 30, 2022
   
Quoted prices in active
markets for identical
assets (Level 1)
   
Significant other
observable inputs
(Level 2)
   
Significant
unobservable inputs
(Level 3)
 
Assets:
                       
Investment in Rubicon at fair value
 
$
2,371
   
$
2,371
   
$
   
$
 
 
 
$
2,371
   
$
2,371
   
$
   
$
 
Liabilities:
                               
Contingent earnout liabilities
 
$
4,580
   
$
   
$
   
$
4,580
 
 
 
$
4,580
   
$
   
$
   
$
4,580
 

Investment in Rubicon at fair value

As of each of September 30, 2023 and September 30, 2022, the Company held 46.6% and 45.0%, respectively, of the total issued and outstanding shares of Rubicon and reported its investment under the fair value method pursuant to ASC 320. Management determined that it was appropriate to carry its investment in Rubicon at fair value because the investment was traded on the NASDAQ stock exchange through January 2, 2023, began trading on the OTCQB Capital Market on January 3, 2023 and had daily trading activity, the combination of which provide a better indicator of value. The investment in Rubicon is re-measured at the end of each quarter based on the trading price and any change in the value is reported on the income statement as an unrealized gain or loss on marketable securities in other income (expense). Refer to Note 16 to Consolidated Financial Statements for reconciliation of changes to the investment in Rubicon for the years ended September 30, 2023 and 2022.

Contingent earnout liabilities

These liabilities relate to the estimated fair value of earnout payments to former IBS and ELFS owners for the periods ending September 30, 2023 and 2022. The current and non-current portions of the fair value of the contingent earnout liability at September 30, 2023 were $592 and $1,738, respectively. The current and non-current portions of the fair value of the contingent earnout liability at September 30, 2022 were $1,664 and $2,916, respectively.

The following table sets forth a summary of the changes in the fair value of the Company’s contingent earnout liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions in their valuation (in thousands):

 
 
September 30,
 
   
2023
   
2022
 
Balance at beginning of year
 
$
4,580
    $ 3,600  
Fair value of contingent consideration recorded in connection with business combinations
   
300
     
 
Earnout payment
    (1,693 )      
Fair value adjustment of contingent earnout liabilities
    (857 )     980  
Balance at end of year
 
$
2,330
    $ 4,580  

The Company determined the fair value of the contingent earnout liability using forecasted results through the expected earnout periods. The principal inputs to the approach include expectations of the specific business’s revenue in fiscal years 2023 through 2025 using an appropriate discount rate. Given the use of significant inputs that are not observable in the market, the contingent liability is classified within Level 3 of the fair value hierarchy. There were no significant changes to this methodology during the year ended September 30, 2023.