Fair Value Measurements | Fair Value Measurements The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis by level, within the fair value hierarchy. Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 98,874 $ — $ — $ 98,874 Commercial paper — 50,509 — 50,509 U.S. government agencies — 18,381 — 18,381 Marketable securities U.S. treasury securities 437,634 — — 437,634 Corporate bonds — 44,661 — 44,661 Commercial paper — 220,309 — 220,309 U.S. government agencies — 162,710 — 162,710 Total assets $ 536,508 $ 496,570 $ — $ 1,033,078 Liabilities Contingent consideration $ 8,000 $ — $ 36,655 $ 44,655 Total liabilities $ 8,000 $ — $ 36,655 $ 44,655 December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 101,919 $ — $ — $ 101,919 Commercial paper — 59,405 — 59,405 Marketable securities U.S. treasury securities 417,903 — — 417,903 Corporate bonds — 64,301 — 64,301 Commercial paper — 278,406 — 278,406 U.S. government agencies — 113,471 — 113,471 Total assets $ 519,822 $ 515,583 $ — $ 1,035,405 Liabilities Contingent consideration $ 8,000 $ — $ 33,549 $ 41,549 Total liabilities $ 8,000 $ — $ 33,549 $ 41,549 The following table summarizes the changes in the contingent consideration liability (in thousands): Quarter Ended March 31, 2023 2022 Beginning fair value $ 41,549 $ 20,732 Additions in the period — 55,947 Change in fair value 3,106 (1,816) Ending fair value $ 44,655 $ 74,863 The Company classified the marketable debt securities as available-for-sale debt securities at the time of purchase and reevaluated such classification as of each balance sheet date. The valuation techniques used to measure the fair values of our instruments that were classified as Level 1 were derived from quoted market prices for identical instruments in active markets. The valuation techniques used to measure the fair values of Level 2 instruments were derived from broker reports that utilized quoted market prices for similar instruments. In conjunction with the 2013 Acquisition, option holders of BlackLine Systems, Inc. were allowed to cancel their stock option rights and receive a cash payment equal to the amount of calculated gain (less applicable expense and other items) had they exercised their stock options and then sold their common shares as part of the 2013 Acquisition. As a condition of the 2013 Acquisition, the Company is obligated to pay additional cash consideration to certain equity holders since the Company realized taxable income for the year ended December 31, 2022. The maximum contingent cash consideration payable of $8.0 million is due on or before November 15, 2023. Accordingly, at March 31, 2023, the additional cash consideration was classified as a Level 1 liability. As a condition of the FourQ Acquisition that occurred on January 26, 2022, the Company agreed to pay additional cash consideration if FourQ realized certain firm-specific targets, including the amount and timing of new and incremental combined bookings from FourQ and BlackLine, and revenues from a specified FourQ customer over a three-year period subsequent to the acquisition date. The maximum cash consideration to be distributed is $73.2 million. Changes in the significant inputs used in the fair value measurement, specifically a change in new and incremental combined bookings from FourQ and the Company, can significantly impact the fair value of the contingent consideration liability. At March 31, 2023, the fair value of the contingent consideration liability was $36.7 million. Changes in the fair value of contingent consideration are recorded as general and administrative expenses in the unaudited condensed consolidated statements of operations. |