Fair Value Measurements |
3. FAIR VALUE MEASUREMENTS
The following tables provide the assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 (in thousands):
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Fair Value Hierarchy as of September 30, 2020
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Aggregate
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Level 1
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Level 2
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Level 3
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Fair Value
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Assets:
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Mutual funds (1)
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$
|
579
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$
|
—
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|
|
$
|
—
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|
|
$
|
579
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|
Certificates of deposit (2)
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|
|
—
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|
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4,559
|
|
|
|
—
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|
|
|
4,559
|
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Total Assets
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$
|
579
|
|
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$
|
4,559
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$
|
—
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$
|
5,138
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Liabilities:
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Interest Rate Swap (3)
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$
|
—
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$
|
121
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$
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—
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$
|
121
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Debt for forward share purchase agreements (4)
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—
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480
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—
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|
480
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Total Liabilities
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$
|
—
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$
|
601
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$
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—
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$
|
601
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(1)
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Included in the condensed consolidated balance sheets line item “Short-term investments”.
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(2)
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Included in the condensed consolidated balance sheets line item “Short-term investments”, with maturity terms between 4 and 12 months held in India.
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(3)
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Included in the condensed consolidated balance sheets line item “Other long-term liabilities”.
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(4)
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Based on the information available at the reporting date, debt for forward share purchase agreements have been determined as the present value to be paid at settlement in case the counterparty exercises the put option.
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Fair Value Hierarchy as of December 31, 2019
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|
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Aggregate
|
|
|
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Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
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Fair Value
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Mutual funds (1)
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$
|
5,124
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$
|
—
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|
|
$
|
—
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|
|
$
|
5,124
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Total Assets
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$
|
5,124
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|
|
$
|
—
|
|
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$
|
—
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$
|
5,124
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Liabilities
|
|
|
|
|
|
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Interest Rate Swap (2)
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$
|
—
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$
|
80
|
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$
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—
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$
|
80
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Preference shares (3)
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—
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—
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2,530
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|
2,530
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Debt for forward share purchase agreements (4)
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—
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34,013
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—
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34,013
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Total Liabilities
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$
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—
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$
|
34,093
|
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$
|
2,530
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|
$
|
36,623
|
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(1)
|
Included in the condensed consolidated balance sheets line item “Short-term investments”.
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(2)
|
Included in the condensed consolidated balance sheets line item “Other long-term liabilities”.
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(3)
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Based on the information available at the reporting date, the preference shares liability was estimated on the basis of present value of the expected future cash flows contractually due in connection with the achievement of specified levels of EBITDA of Solutions Infini for the year ended March 31, 2020. Such cash flows are contractually predetermined and the maximum pay-out was assumed in determining the estimate which is primarily based on the expected EBITDA sourced from the most updated business plan, which represented management best estimates and was significantly above the targeted EBITDA. Changes in the liability during the period are due to (i) compensation expense accrued on a straight-line basis during period; (ii) accrued interest expense due to the fact that the obligation was to be settled in 2020; and (iii) exchange rate differences. No fair value changes were recognized during the period.
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(4)
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Based on the information available at the reporting date, debt for forward share purchase agreements have been determined as the present value to be paid at settlement in case the counterparty exercises the put option.
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The values of short-term investments as of September 30, 2020 and as of December 31, 2019 were as follows (in thousands):
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As of September 30, 2020
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As of December 31, 2019
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Cost
|
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Unrealized
Gains
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Unrealized
Losses
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Fair Value
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Cost
|
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Unrealized
Gains
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Unrealized
Losses
|
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Fair Value
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Mutual funds
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$
|
578
|
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|
$
|
1
|
|
|
$
|
—
|
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$
|
579
|
|
|
$
|
5,129
|
|
|
$
|
1
|
|
|
$
|
(6
|
)
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$
|
5,124
|
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Certificates of deposit
|
|
|
4,559
|
|
|
|
—
|
|
|
|
—
|
|
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|
4,559
|
|
|
|
—
|
|
|
|
—
|
|
|
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—
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|
|
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—
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The following table presents changes during the three and nine months ended September 30, 2020 in Level 3 assets and liabilities measured at fair value on a recurring basis (in thousands):
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Fair
Value
Beginning
of Period
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Net
Realized
and
Unrealized
(Gains)
Losses
Included
in Income
|
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Other
Comprehensive
(Income)
Loss
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Purchases,
Sales,
Issuances and
Settlements,
Net
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Change in
Scope of
Consolidation
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Gross
Transfers
In
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Fair
Value
End of
Period
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Three and nine months ended September 30, 2020
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Liabilities:
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|
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|
|
|
|
|
|
|
|
|
|
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|
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Preference shares
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$
|
2,530
|
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|
$
|
(2,486
|
)
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$
|
(42
|
)
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$
|
(2
|
)
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$
|
—
|
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$
|
—
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$
|
—
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There were no transfers of liabilities into or out of Level 2 or Level 3 for the three and the nine months ended September 30, 2020.
Net realized and unrealized (gains) and losses included in income related to Level 3 liabilities shown above are reported in the condensed consolidated statements of operations as follows (in thousands):
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Research
and
development
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Sales
and
marketing
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General
and
administrative
|
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Financial income
(expense), net
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Foreign
currency
Income (loss)
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Total
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Nine months ended September 30, 2020
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Liabilities:
|
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|
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|
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|
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|
|
|
|
|
|
|
|
|
|
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Preference shares
|
|
$
|
(941
|
)
|
|
$
|
(372
|
)
|
|
$
|
(756
|
)
|
|
$
|
(417
|
)
|
|
$
|
—
|
|
|
$
|
(2,486
|
)
|
Nine months ended September 30, 2019
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|
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Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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Preference shares
|
|
|
203
|
|
|
|
80
|
|
|
|
163
|
|
|
|
189
|
|
|
|
—
|
|
|
|
635
|
|
|