Fair Value (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of fair value measurements of liabilities measured at fair value on recurring basis

The following table details the fair value measurements of assets and liabilities that are measured at fair value on a recurring basis:


	Fair Value Measurement as of September 30, 2022
							Total
	Level 1		Level 2		Level 3		Fair Value
Assets
Money market mutual funds	$	10,373	$	—	$	—	$	10,373
Debt securities:
U.S. Treasuries		5,184		—		—		5,184
Obligations of states and municipalities		—		9,397		—		9,397
Corporate bonds		—		28,155		—		28,155
Residential and commercial mortgage-backed securities		—		13,272		—		13,272
Other loan-backed and structured securities		—		6,561		—		6,561
	$	15,557	$	57,385	$	—	$	72,942
Liabilities
Contingent consideration - business combinations	$	—	$	—	$	23,228	$	23,228
Contingent consideration - earnout		—		—		57		57
Private warrant liability		—		—		802		802
	$	—	$	—	$	24,087	$	24,087


	Fair Value Measurement as of December 31, 2021
							Total
	Level 1		Level 2		Level 3		Fair Value
Assets
Money market mutual funds	$	17,318	$	—	$	—	$	17,318
Debt securities:
U.S. Treasuries		5,417		—		—		5,417
Obligations of states and municipalities		—		8,850		—		8,850
Corporate bonds		—		31,425		—		31,425
Residential and commercial mortgage-backed securities		—		14,282		—		14,282
Other loan-backed and structured securities		—		7,601		—		7,601
	$	22,735	$	62,158	$	—	$	84,893


Liabilities
Contingent consideration - business combinations	$	—	$	—	$	9,617	$	9,617
Contingent consideration - earnout		—		—		13,866		13,866
Private warrant liability		—		—		15,193		15,193
	$	—	$	—	$	38,676	$	38,676

Schedule of Level 3 items measured at fair value on a recurring basis


			Contingent
	Contingent		Consideration -		Private
	Consideration -		Business		Warrant
	Earnout		Combinations		Liability
Fair value as of January 1, 2022	$	13,866	$	9,617	$	15,193
Additions		—		—		—
Settlements		—		—		—
Change in fair value, loss (gain) included in net loss⁽¹⁾		(11,179)		3,205		(10,189)
Fair value as of March 31, 2022		2,687		12,822		5,004
Additions		—		15,555		—
Settlements		—		—		—
Change in fair value, loss (gain) included in net loss⁽¹⁾		(2,587)		1,481		(4,078)
Fair value as of June 30, 2022		100		29,858		926
Additions⁽¹⁾		—		(6,655)		—
Settlements		—		(540)		—
Change in fair value, loss (gain) included in net loss⁽¹⁾		(43)		565		(124)
Fair value as of September 30, 2022	$	57	$	23,228	$	802

⁽¹⁾ Additions during the three months ended September 30, 2022, consist of the adjustment to the preliminary estimated fair value of RWS contingent consideration.


			Contingent
	Contingent		Consideration -		Private
	Consideration -		Business		Warrant
	Earnout		Combinations		Liability
Fair value as of January 1, 2021	$	50,238	$	3,549	$	31,534
Additions		—		1,737		—
Settlements		(25,815)		(2,062)		—
Change in fair value, loss (gain) included in net loss⁽¹⁾		18,770		(355)		15,910
Fair value as of March 31, 2021	$	43,193	$	2,869	$	47,444
Additions		—		—		—
Settlements		—		—		(16,843)
Change in fair value, loss (gain) included in net loss⁽¹⁾		4,031		(300)		4,302
Fair value as of June 30, 2021	$	47,224	$	2,569	$	34,903
Additions		—		—		—
Settlements		—		—		(14,505)
Change in fair value, loss (gain) included in net loss⁽¹⁾		(7,413)		195		(2,692)
Fair value as of September 30, 2021	$	39,811	$	2,764	$	17,706

(1)

Changes in fair value of contingent consideration related to business combinations are included in general and administrative expenses in the unaudited condensed consolidated statements of operations. Changes in fair value of the earnout contingent consideration and private warrant liability are disclosed separately in the unaudited condensed consolidated statements of operations.