Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting standards describe a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

•Level 1 — Quoted prices in active markets for identical assets, liabilities, or funds.

•Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying amounts of cash equivalents, restricted cash, accounts receivable, prepaid and other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value because of the short maturity of these items.

The Company recorded a contingent consideration liability upon the acquisition of Digital Motors in 2022. The contingent consideration is measured at fair value and is based on significant inputs not observable in the market which include the probability of achieving certain future targets. This represents a Level 3 measurement within the fair-value hierarchy. The valuation of contingent consideration uses assumptions the Company believes a market participant would make. The Company assesses these estimates on an ongoing basis as it obtains additional data impacting the assumptions. Changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within the condensed consolidated statements of comprehensive loss. During the second quarter of 2023 the Company amended the purchase agreement in connection with its Restructuring Plan (Note 5) such that the future targets were considered 100% achieved, and as a result, there were no significant unobservable inputs used to measure the contingent consideration liability as of June 30, 2024.

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023 by level within the fair value hierarchy. The current and non-current portions of contingent consideration reside within “Accrued expenses and other current liabilities” and “Other liabilities”, respectively, within the condensed consolidated balance sheet. These assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands):


	At June 30, 2024								At December 31, 2023
							Total Fair								Total Fair
	Level 1		Level 2		Level 3		Value		Level 1		Level 2		Level 3		Value
Assets:
Cash equivalents	$	122,883	$	—	$	—	$	122,883	$	119,735	$	—	$	—	$	119,735
Total assets	$	122,883	$	—	$	—	$	122,883	$	119,735	$	—	$	—	$	119,735


	At June 30, 2024								At December 31, 2023
							Total Fair								Total Fair
	Level 1		Level 2		Level 3		Value		Level 1		Level 2		Level 3		Value
Liabilities:
Contingent consideration, current	$	—	$	—	$	3,771	$	3,771	$	—	$	—	$	1,981	$	1,981
Contingent consideration, non-current	—		—		—		—		—		—		3,611		3,611
Total liabilities	$	—	$	—	$	3,771	$	3,771	$	—	$	—	$	5,592	$	5,592

Contingent Consideration Obligations

The following table summarizes the changes in the contingent consideration obligation related to the Company’s acquisition of Digital Motors (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Fair value, beginning of period	$	3,684	$	5,252	$	5,592	$	6,661
Cash payments	—		—		(2,000)		(2,000)
Changes in fair value	87		64		179		655
Fair value, end of period	$	3,771	$	5,316	$	3,771	$	5,316