Fair Value Measurements (FY)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

6.	Fair Value Measurements

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. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The three-tiers are defined as follows:

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Level 1: Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities;

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Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

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Level 3: Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made. The following table summarizes the conclusions reached as of March 31, 2021 and December 31, 2020 :

	March 31, 2021
	Balance		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents⁽¹⁾	$	261,013	$	261,013	$	—	$	—
Short-term investments		25,000		25,000		—		—
Restricted Cash		2,914		2,914		—		—
	$	288,927	$	288,927	$	—	$	—
Liabilities:
Contingent consideration⁽²⁾	$	370	$	—	$	—	$	370
	$	370	$	—	$	—	$	370
	December 31, 2020
	Balance		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents⁽¹⁾	$	14,642	$	14,642	$	—	$	—
Restricted Cash		3,277		3,277		—		—
	$	17,919	$	17,919	$	—	$	—
Liabilities:
Contingent consideration⁽²⁾	$	660	$	—	$	—	$	660
Warrants to purchase Series C Preferred stock⁽³⁾		1,172		—		—		1,172
	$	1,832	$	—	$	—	$	1,832

(1)	As of March 31, 2021 and December 31, 2020, cash and cash equivalents included money market obligations measured at fair value using Level 1 inputs.

(2)

The Company’s business acquisition of Second Phase is included in contingent consideration. The Company’s valuation of the fair value of contingent consideration related to Second Phase at March 31, 2021 was based on management’s expectations of the achievement of targets related to the contingent consideration.

(3)

As of December 31, 2020, the Company had outstanding warrants to purchase Series C stock, as described in Note 9. The determination of the fair value of the warrants was estimated using a Black-Scholes option pricing model with the following assumptions: Stock price for Series C Preferred stock of $94.22; term of 3.5 years; risk-free rate of 0.21%; volatility of 52%; and a dividend yield of 0.0%. The warrants were exercised and subsequently converted to common stock as part of the Business Combination and are not outstanding as of March 31, 2021.

Assets Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs

(Level 3)

The following tables presents the changes in the Company’s Level 3 instruments measured at fair value on a recurring basis for the periods ended March 31, 2021 and December 31, 2020:

Warrants Liability:
Ending balance, December 31, 2020	$	1,172
Change in fair value⁽¹⁾		256
Exercise of Series C warrants		(1,428	)
Ending balance, March 31, 2021	$	—

Contingent Consideration:
Ending balance, December 31, 2020 (current and long-term liabilities)	$	660
Adjustments to contingent consideration		(290	)
Ending balance, March 31, 2021 (current and long-term liabilities)	$	370

(1)	Amount is included in other expense in the accompanying Statements of Operations and Comprehensive Loss.

5.	Fair Value Measurements

•

Level 1: Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities;

•

Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

•

Level 3: Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	December 31, 2020
	Balance		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents⁽¹⁾	$	14,642	$	14,642	$	—	$	—
Short-term investments		—		—		—		—
Restricted Cash		3,277		3,277		—		—
	$	17,919	$	17,919	$	—	$	—
Liabilities:
Contingent consideration⁽²⁾	$	660	$	—	$	—	$	660
Warrants to purchase Series C Preferred stock⁽³⁾		1,172		—		—		1,172
	$	1,832	$	—	$	—	$	1,832

	December 31, 2019
	Balance		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents⁽¹⁾	$	4,736	$	4,736	$	—	$	—
	$	4,736	$	4,736	$	—	$	—
Liabilities:
Contingent consideration⁽²⁾	$	1,066	$	—	$	—	$	1,066
Warrants to purchase Series C Preferred stock⁽⁴⁾		246		—		—		246
	$	1,312	$	—	$	—	$	1,312

(1)	As of December 31, 2020 and 2019, cash and cash equivalents included money market obligations measured at fair value using Level 1 inputs.

(2)

The Company’s business acquisition of Second Phase (discussed in Note 3) is included in contingent consideration. The Company’s valuation of the fair value of contingent consideration related to Second Phase at December 31, 2020 was based on management’s expectations of the achievement of targets related to the contingent consideration.

(3)

As of December 31, 2020, the Company had outstanding warrants to purchase Series C Preferred stock, as described in Note 9. The determination of the fair value of the warrants was estimated using a Black-Scholes option pricing model with the following assumptions: Stock price for Series C Preferred stock of $13.03; term of 3.5 years; risk-free rate of 0.21%; volatility of 52%; and a dividend yield of 0.0%.

(4)

As of December 31, 2019, the fair value of the warrants to purchase Series C Preferred stock was estimated using a Black-Scholes option pricing model with the following assumptions: Stock price for Series C Preferred stock of $3.81; term of 4.5 years; risk-free rate of 1.67%; volatility of 47%; and a dividend yield of 0.0%.

Assets Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs

(Level 3)

The following tables presents the changes in the Company’s Level 3 instruments measured at fair value on a recurring basis for the years ended December 31, 2020 and 2019:

Warrants Liability:

Ending balance, December 31, 2018	$	234
Change in fair value⁽¹⁾		12
Ending balance, December 31, 2019	$	246
Change in fair value⁽¹⁾		926
Ending balance, December 31, 2020	$	1,172

Contingent Consideration:

Ending balance, December 31, 2018 (current and long-term liabilities)	$	—
Contingent Consideration attributable to the Second Phase acquisition		1,066
Ending balance, December 31, 2019 (current and long-term liabilities)	$	1,066
Fair value adjustments to contingent consideration		(406	)
Ending balance, December 31, 2020 (current and long-term liabilities)	$	660

(1)	Amount is included in other expense in the accompanying Statements of Operations and Comprehensive Loss.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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