Fair Value Measurement

12 Months Ended

Dec. 31, 2023

The following table summarizes financial assets and liabilities measured and recorded at fair value on a recurring basis in the accompanying consolidated balance sheets as of December 31, 2023 and

December 31, 2022, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:


	December 31, 2023
	Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs)		Significant Other Observable Inputs (Level 2 Inputs)		Significant Unobservable Inputs (Level 3 Inputs)		Total
Assets:
Money market funds	$	54,269	$	—	$	—	$	54,269
U.S. treasury securities	—		179,721		—		179,721
Total assets	$	54,269	$	179,721	$	—	$	233,990

Liabilities:
Contingent consideration	$	—	$	—	$	597	$	597
Total liabilities	$	—	$	—	$	597	$	597


	December 31, 2022
	Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs)		Significant Other Observable Inputs (Level 2 Inputs)		Significant Unobservable Inputs (Level 3 Inputs)		Total
Assets:
Money market funds	$	36,222	$	—	$	—	$	36,222
U.S. treasury securities	—		153,501		—		153,501
Corporate securities	—		4,273		—		4,273
Convertible debt securities (See Note 5)	—		—		3,652		3,652
Total assets	$	36,222	$	157,774	$	3,652	$	197,648

Liabilities:
Contingent consideration	$	—	$	—	$	227	$	227
Total liabilities	$	—	$	—	$	227	$	227

Cash equivalents include money market funds with original maturities of 90 days or less from the date of purchase. The fair value measurement of these assets is based on quoted market prices in active markets for identical assets and, therefore, these assets are recorded at fair value on a recurring basis and classified as Level 1 in the fair value hierarchy. The Company’s investments primarily consist of short-term U.S. treasury securities and corporate securities. The fair value measurement of these assets is based on significant other observable inputs and, therefore, these assets are recorded at fair value on a recurring basis and classified as Level 2 in the fair value hierarchy.

As of December 31, 2023, the Company measured the contingent consideration associated with the Datos acquisition (See Note 9) based on significant unobservable inputs (Level 3). As of December 31, 2022 the Company measured its investments in convertible debt securities (see Note 7) and its contingent consideration associated with the acquisition of Prowly.com sp. Z o.o (“Prowly”) on a recurring basis using significant unobservable inputs (Level 3).

Convertible Debt Securities

The Company records its convertible debt securities at fair value on the purchase date. The Company determines the fair value of these investments using the Black-Scholes Merton model. Each reporting period thereafter, these investments are revalued and increases or decreases in their fair values are recorded as adjustments to other income, net within the consolidated statements of operations and comprehensive income (loss) to reflect the gains and losses. Changes in the fair value of these investments can result from changes in the estimated enterprise value of the issuers, the likelihoods and methods of such conversions, and other market factors. Significant judgment is employed in determining the appropriateness of these assumptions as of the purchase date and for each subsequent period. Accordingly, changes in any of the assumptions described above can materially impact the amount of gain or loss the Company records in any given period.

A rollforward of the fair value measurements of the convertible debt securities for the years ended December 31, 2022 and 2023 is as follows:


Balance as of December 31, 2021	$	500
Additional investment in convertible debt securities	2,000
Change in fair value included in other income, net	1,152
Balance as of December 31, 2022	3,652
Additional investment in convertible debt securities	326
Change in fair value included in other income, net	3,552
Conversion of convertible debt securities (See Note 9)	$	(7,530)
Balance as of December 31, 2023	$	—

Contingent consideration

The Company records contingent consideration resulting from a business combination at its fair value on the acquisition date. The Company generally determines the fair value of the contingent consideration using the Monte Carlo simulation model. Each reporting period thereafter, these obligations are revalued and increases or decreases in their fair values are recorded as an adjustment to operating expenses within the consolidated statements of operations and comprehensive income (loss). Changes in the fair value of the contingent consideration can result from changes in assumed discount periods and rates, and from changes pertaining to the estimated or actual achievement of the defined milestones. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, future business and economic conditions, as well as changes in any of the assumptions described above, can materially impact the amount of contingent consideration expense the Company records in any given period.

As of December 31, 2023, the total estimated fair value of the contingent consideration payable associated with the Datos acquisition (See Note 9) was $597. Changes in the estimated fair value of the Datos contingent consideration payable will be recognized in other income (expense). The following table represents the key inputs used in the fair value calculation:



	December 31, 2023
Risk free interest rate	4.80	%
Projected year of payment	2025
Revenue volatility	11.0	%
Discount rate	7.70	%

As of December 31, 2023, the contingent consideration associated with the acquisition of Prowly had been paid. The total estimated fair value of the contingent consideration payable was $227 as of December 31, 2022. The following table represents the key inputs used in the fair value calculation:



	December 31, 2022
Risk free interest rate	4.72	%
Projected year of payment	2023
Revenue volatility	20.1	%
Discount rate	9.72	%

Changes in the estimated fair value of the Prowly contingent consideration payable were recognized over the three-year service period. A rollforward of the fair value measurements of the contingent consideration liability for the years ended December 31, 2023 and 2022, is as follows:


Balance as of December 31, 2021	$	424
Expense recognized related to service period rendered	(20)
Payments made	(177)
Balance as of December 31, 2022	227
Expense recognized related to service period rendered	(4)
Payments made	(223)
Balance as of December 31, 2023	$	—

- 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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