FAIR VALUE MEASUREMENTS

Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. This standard also establishes a hierarchy for inputs used in measuring fair value. This standard maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available in the circumstances.

The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation.

Fair value is applied to financial assets such as our marketable securities, which are classified and accounted for as available-for-sale and to financial liabilities for contingent consideration. These items are stated at fair value at each reporting period

7. FAIR VALUE MEASUREMENTS (CONTINUED)

using the above guidance. The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):



	Total Fair Value at		Fair Value Measurements Using Inputs Considered as
	March 31, 2018		Level 1		Level 2		Level 3
Assets:
Money market	$	17,632	$	17,632	$	—	$	—
Certificates of deposit	7,246		—		7,246		—
Total assets measured at fair value	$	24,878	$	17,632	$	7,246	$	—
Liabilities:
Contingent consideration on acquired businesses	$	8,263	$	—	$	—	$	8,263
Total liabilities measured at fair value	$	8,263	$	—	$	—	$	8,263



	Total Fair Value at		Fair Value Measurements Using Inputs Considered as
	September 30, 2017		Level 1		Level 2		Level 3
Assets:
Money market	$	39,524	$	39,524	$	—	$	—
Corporate bonds	28,255		—		28,255		—
Certificates of deposit	8,513		—		8,513		—
Total assets measured at fair value	$	76,292	$	39,524	$	36,768	$	—
Liabilities:
Contingent consideration on acquired businesses	$	6,388	$	—	$	—	$	6,388
Total liabilities measured at fair value	$	6,388	$	—	$	—	$	6,388

Our money market funds, which have been determined to be cash equivalents, are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. We value our Level 2 assets using inputs that are based on market indices of similar assets within an active market. There were no transfers into or out of our Level 2 financial assets during the six months ended March 31, 2018.

The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio. We may also incur changes to our contingent consideration liability as discussed below.

We are required to make contingent payments for our acquisitions. In connection with the October 2015 acquisition of Bluenica Corporation (“Bluenica”), we are required to make contingent payments over a period of up to four years, subject to achieving specified revenue thresholds for sales of Bluenica products. The fair value of the liability for contingent payments recognized upon acquisition was $10.4 million and was $5.7 million at March 31, 2018. We paid $0.5 million for the period ended September 30, 2016 and zero for the period ended September 30, 2017.

In connection with the November 2016 acquisition of FreshTemp, LLC (“FreshTemp”), we are required to make a contingent payment after June 30, 2018, for revenue related to specific customer contracts signed by June 30, 2017. The fair value of the liability recognized upon acquisition was $1.3 million and was $0.3 million at March 31, 2018.

For the January 2017 acquisition of SMART Temps LLC (“SMART Temps”), we were required to make a contingent payment after December 31, 2017 based on achieving specified revenue thresholds. Since the revenue threshold was not met, no payment was made. The fair value of the liability for contingent payments recognized upon acquisition of SMART Temps was $10,000 and was zero at March 31, 2018.

For the TempAlert acquisition, we are required to make contingent payments for the twelve month periods ending December 31, 2018 and December 31, 2019 based on the total Digi IoT Solutions segment revenue. The fair value of the liability for contingent payments recognized upon acquisition of TempAlert and at March 31, 2018 was zero.

7. FAIR VALUE MEASUREMENTS (CONTINUED)

For the Accelerated acquisition, we are required to make contingent payments for the twelve month periods ending January 21, 2019 and January 21, 2020, based upon certain thresholds. The fair values of the liability for contingent payments recognized upon acquisition of Accelerated and at March 31, 2018 was $2.3 million.

The fair value of these contingent payments was estimated by discounting to present value the probability-weighted contingent payments expected to be made. Assumptions used in these calculations include the discount rate and various probability factors. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period as a charge or credit to general and administrative expense within the Condensed Consolidated Statements of Operations.

The following table presents a reconciliation of the contingent consideration liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):



	Three months ended March 31,						Six months ended March 31,
	2018			2017			2018			2017
Fair value at beginning of period	$	5,981		$	10,660		$	6,388		$	9,960
Purchase price contingent consideration	2,300			10			2,300			1,310
Contingent consideration payments	—			—			—			(518		)
Change in fair value of contingent consideration	(18		)	(602		)	(425		)	(684		)
Fair value at end of period	$	8,263		$	10,068		$	8,263		$	10,068

The change in fair value of contingent consideration relates to the acquisitions of Bluenica, FreshTemp and SMART Temps and is included in general and administrative expense. The change in fair value of contingent consideration reflects our estimate of the probability of achieving the relevant targets and is discounted based on our estimated discount rate. We have estimated the fair value of the contingent consideration based on the probability of achieving the specified revenue thresholds at 93.5% to 98.5% for Bluenica, between 5% and 100% for FreshTemp, 0% for both SMART Temp and TempAlert, and 34.0% to 53.2% for Accelerated. A significant increase (decrease) in our estimates of achieving the relevant targets could materially increase (decrease) the fair value of the contingent consideration liability.