XML 44 R24.htm IDEA: XBRL DOCUMENT
v3.21.2

Fair Value (Tables) | 3 Months Ended | 12 Months Ended
--- | --- | ---
Mar. 31, 2021 | Dec. 31, 2020
Fair Value |  |
Schedule of fair value measurements of liabilities measured at fair value on recurring basis | The following table details the fair value measurements of liabilities that are measured at fair value on a recurring basis:
|  | Fair Value Measurement at March 31, 2021
|  |  |  |  |  |  |  |  |  |  | Total
|  | Level 1 |  | Level 2 |  | Level 3 |  | Fair Value
Contingent consideration - business combinations |  | $ | — |  | $ | — |  | $ | 2,869 |  | $ | 2,869
Contingent consideration - earnout |  |  | — |  |  | — |  |  | 43,193 |  |  | 43,193
Private warrant liability |  |  | — |  |  | — |  |  | 47,444 |  |  | 47,444
|  | $ | — |  | $ | — |  | $ | 93,506 |  | $ | 93,506
|  | Fair Value Measurement at December 31, 2020
|  |  |  |  |  |  |  |  |  |  | Total
|  | Level 1 |  | Level 2 |  | Level 3 |  | Fair Value
Contingent consideration - business combinations |  | $ | — |  | $ | — |  | $ | 3,549 |  | $ | 3,549
Contingent consideration - earnout |  |  | — |  |  | — |  |  | 50,238 |  |  | 50,238
Private warrant liability |  |  | — |  |  | — |  |  | 31,534 |  |  | 31,534
|  | $ | — |  | $ | — |  | $ | 85,321 |  | $ | 85,321
| The following table details the fair value measurements of liabilities that are measured at fair value on a recurring basis:
|  | Fair Value Measurement at December 31, 2020
|  |  |  |  |  |  |  |  |  | Total
|  | Level 1 |  | Level 2 |  | Level 3 |  | Fair Value
Contingent consideration - business combination |  | $ |  |  | $ |  |  | $ | 3,549 |  | $ | 3,549
Contingent consideration - earnout (as restated) |  |  | — |  |  | — |  |  | 50,238 |  |  | 50,238
Private warrant liability (as restated) |  |  | — |  |  | — |  |  | 31,534 |  |  | 31,534
|  | $ | — |  | $ | — |  | $ | 85,321 |  | $ | 85,321
|  | Fair Value Measurement at December 31, 2019
|  |  |  |  |  |  |  |  |  |  | Total
|  | Level 1 |  | Level 2 |  | Level 3 |  | Fair Value
Redeemable convertible preferred stock warrants |  | $ | — |  | $ | — |  | $ | 6,684 |  | $ | 6,684
Fair value option notes (“FVO Notes”) |  |  | — |  |  | — |  |  | 11,659 |  |  | 11,659
Contingent consideration |  |  | — |  |  | — |  |  | 100 |  |  | 100
|  | $ | — |  | $ | — |  | $ | 18,443 |  | $ | 18,443
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, 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
|  | Redeemable |  |  |  |  | Contingent
|  | Convertible |  |  |  |  | Consideration -
|  | Preferred Stock |  |  |  |  | Business
|  | Warrants |  | FVO Notes |  | Combinations
Fair value as of January 1, 2020 |  | $ | 6,684 |  | $ | 11,659 |  | $ | 100
Additions |  |  | — |  |  | — |  |  | —
Settlements |  |  | — |  |  | — |  |  | —
Change in fair value, loss (gain) included in net loss(1) |  |  | 1,214 |  |  | 454 |  |  | (80)
Change in fair value, (gain) included in other comprehensive income |  |  | — |  |  | (3,856) |  |  | —
Fair value as of March 31, 2020 |  | $ | 7,898 |  | $ | 8,257 |  | $ | 20
| (1) |  | Changes in fair value of the redeemable convertible stock warrants and FVO Notes are included in other income (expense), net, and 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. Ch anges in fair value of the earnout contingent consideration and private warrant liability are disclosed separately in the unaudited condensed consolidated statements of operations.
|  | Redeemable |  |  |  |  | Contingent |  |  |  | Contingent
|  | Convertible |  |  |  |  | Consideration - |  | Private |  | Consideration -
|  | Preferred Stock |  |  |  |  | Business |  | Warrants |  | Earnout
|  | Warrants |  | FVO Notes |  | Combinations |  | (as restated) |  | (as restated)
Fair value as of January 1, 2020 |  | $ | 6,684 |  | $ | 11,659 |  | $ | 100 |  | $ | — |  | $ | —
Additions |  |  | 1,762 |  |  | — |  |  | 1,749 |  |  | 33,961 |  |  | 50,238
Settlements |  |  | (11,030) |  |  | (8,698) |  |  | — |  |  | — |  |  | —
Change in fair value, loss (gain) included in net loss(1) |  |  | 2,584 |  |  | 895 |  |  | 1,700 |  |  | (2,427) |  |  | —
Gain on extinguishment of debt |  |  | — |  |  | (3,856) |  |  | — |  |  | — |  |  | —
Fair value as of December 31, 2020 |  | $ | — |  | $ | — |  | $ | 3,549 |  | $ | 31,534 |  | $ | 50,238
|  | Redeemable |  |  |  |  |  |
|  | Convertible |  |  |  |  |  |
|  | Preferred Stock |  |  |  |  | Contingent
|  | Warrants |  | FVO Notes |  | Consideration
Fair value as of January 1, 2019 |  | $ | 436 |  | $ | — |  | $ | 400
Additions |  |  | 6,651 |  |  | 5,500 |  |  | —
Settlements |  |  | (2,493) |  |  | — |  |  | —
Change in fair value, loss (gain) included in net loss(1) |  |  | 2,090 |  |  | 6,159 |  |  | (300)
Fair value as of December 31, 2019 |  | $ | 6,684 |  | $ | 11,659 |  | $ | 100
| (1) |  | Changes in fair value of redeemable convertible preferred stock warrants, FVO Notes, and Private Warrants are included in other income (expense), net, and changes in fair value of contingent consideration are included in general and administrative expenses in the consolidated statements of operations.
Schedule of fair value measurement inputs and valuation techniques |  |
|  | Expected |  |  |  |  |  |  |
|  | term |  | Expected |  |  |  | Expected |
|  | (in years) |  | volatility |  | Risk-free interest rate |  | dividend rate |
Redeemable convertible preferred stock warrants |  | 2 to 9 |  | 60% |  | 0.23% to 2.11% |  | 0% |
|  | December 31,
|  | 2019
|  | FVO |  | FVO
|  | Note 1A |  | Note 2(1)
Initial principal value |  | $ | 2,500 |  | $ | 3,000
Value upon maturity |  | $ | 6,682 |  | $ | 6,602
Conversion price (per share) |  | $ | 6.39 |  |  | N/A
Value of Series B redeemable convertible preferred share |  | $ | 14.12 |  |  | N/A
Value of common stock |  |  | N/A |  |  | N/A
Expected term (years) |  |  | 2 |  |  | N/A
Volatility |  |  | 39 | % |  | N/A
Risk free rate |  |  | 1.58 | % |  | N/A
Estimated fair value of FVO Note |  | $ | 5,079 |  | $ | 6,580

X
- Definition Tabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (bbb) -URI http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258 + Details
Name: | us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_FairValueDisclosuresAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). Where the quoted price in an active market for the identical liability is not available, the Level 1 input is the quoted price of an identical liability when traded as an asset. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258 + Details
Name: | us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=117815213&loc=d3e19279-110258 + Details
Name: | us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration