FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 4. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table summarizes the Company’s fair value for its financial assets and liabilities measured at fair value on a recurring basis: Fair Value Measurements Using As of September 30, 2024 (unaudited) Fair Value Prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Money Market Funds $ 249,150 $ 249,150 — — Commercial Paper 6,451 — 6,451 — U.S. Treasury Securities 4,500 — 4,500 — Tellutax Contingent Consideration 300 — — 300 ecosio Cash Earn-out 71,000 — — 71,000 ecosio Stock Earn-out 34,000 — — 34,000 Fair Value Measurements Using As of December 31, 2023 Fair Value Prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Money Market Funds $ 53,049 $ 53,049 $ — $ — Commercial Paper 7,168 — 7,168 — U.S. Treasury Securities 3,621 — 3,621 — Tellutax Contingent Consideration 4,900 — — 4,900 Foreign Currency Forward Contracts 849 — 849 — The Company has investments in high quality, short-term money market instruments, which are issued and payable in U.S. dollars (“Money Market Funds”) and included in cash and cash equivalents on the condensed consolidated balance sheets. Fair value inputs for these investments are considered Level 1 measurements within the fair value hierarchy since Money Market Fund fair values are known and observable through daily published floating net asset values. Securities classified as available-for-sale are reported at fair value using Level 2 inputs. The Company has investments in bank and corporate issued commercial paper (“Commercial Paper”) and U.S. treasury securities (“U.S. Treasury Securities”). The Company believes that Level 2 designation is appropriate for Commercial Paper and U.S. Treasury Securities under ASC 820-10, Fair Value Measurements and Disclosures In connection with the August 2024 ecosio acquisition, the sellers are entitled to three annual Earn-outs based on ecosio’s achievement of certain monthly software revenue targets measured over an aggregate of 12 months and paid within 90 days after the relevant measurement period. The fair value of the Cash Earn-out and the Stock Earn-out were measured on the Acquisition Date using a Monte Carlo simulation in a risk-neutral framework, calibrated to management’s revenue forecasts. Additional information on the Cash Earn-out and the Stock Earn-out is presented in the following table: Cash Earn-out Fair value Cash Earn-out/ Period (unaudited) At 100% Achievement At acquisition Year 1 - December 1, 2024 - December 1, 2025 $ 16,000 $ 16,700 Year 2 - December 1, 2025 - December 1, 2026 25,000 23,200 Year 3 - December 1, 2026 - December 1, 2027 35,000 31,100 Total Cash Earn-out $ 76,000 $ 71,000 Maximum Fair value Stock Earn-out/ Period (unaudited) Payout At acquisition Year 1 - December 1, 2024 - December 1, 2025 $ 12,000 $ 12,200 Year 2 - December 1, 2025 - December 1, 2026 12,000 11,400 Year 3 - December 1, 2026 - December 1, 2027 11,000 10,400 Total Stock Earn-out $ 35,000 $ 34,000 Actual payouts are further adjusted depending on ecosio’s software revenue attainment for each of the measurement periods. These Earn-outs represent recurring fair value measurements with significant unobservable inputs, which management considers to be Level 3 measurements under the fair value hierarchy. The final payments may be adjusted depending on the actual amount, above or below the target. Both the Cash Earn-out and the Stock Earn-out are recorded at fair value and are included in purchase commitment and contingent consideration liabilities, net of current portion in the condensed consolidated balance sheets. The Earn-outs will be revalued and adjusted quarterly until the end of the Earn-out period, and any fair value adjustments will be recorded in the other operating expense (income), net line of the condensed consolidated statement of income (loss). September 30, 2024 (unaudited) Liabilities Fair Value Valuation Technique Unobservable Inputs ecosio Contingent Consideration - Cash Earn-out $ 71,000 Monte Carlo Simulation Revenue volatility 21.0 % Revenue discount rate 7.6 % Term (in years) 3.0 ecosio Contingent Consideration - Stock Earn-out $ 34,000 Monte Carlo Simulation Revenue volatility 21.0 % Revenue discount rate 7.6 % Term (in years) 3.0 In connection with the January 2021 Tellutax LLC (“Tellutax”) acquisition, the sellers are entitled to contingent consideration if sales targets are met during a period of time following the acquisition (the “Tellutax Contingent Consideration”). The Tellutax Contingent Consideration is based on three potential earn-out payments determined by periodic revenue achievements over a thirty-month period. Such estimate represents a recurring fair value measurement with significant unobservable inputs, which management considers to be Level 3 measurements under the fair value hierarchy. The significant assumptions used in these calculations included forecasted results and the estimated likelihood for each performance scenario. The fair value of Tellutax Contingent Consideration is estimated using a Monte Carlo Simulation to compute the expected cash flows from the payments specified in the purchase agreement. Such payments have no maximum limit, but if certain targets are not met, there will be no payment for the applicable measurement period. Fair value adjustments of $100 and $(2,275) were recorded in other operating expense (income), net for the three and nine months ended September 30, 2024, respectively. Fair value adjustments of $900 and $1,349 were recorded in other operating expense (income), net for the three and nine months ended September 30, 2023, respectively. At September 30, 2024, the Tellutax Contingent Consideration of $300 is included in purchase commitment and contingent consideration liabilities, current in the condensed consolidated balance sheets. At December 31, 2023, the Tellutax Contingent Consideration of $2,300 and $2,600 is included in purchase commitment and contingent consideration liabilities, current, and purchase commitment and contingent consideration liabilities, net of current portion, respectively, in the condensed consolidated balance sheets. Tellutax Contingent Consideration fair value as of September 30, 2024, and December 31, 2023 and unobservable inputs used for the Monte Carlo Simulation valuation were as follows: September 30, 2024 (unaudited) Liabilities Fair Value Valuation Technique Unobservable Inputs Tellutax Contingent Consideration $ 300 Monte Carlo Simulation Revenue volatility 50.0 % Revenue discount rate 20.2 % Term (in years) 0.6 December 31, 2023 Liability Fair Value Valuation Technique Unobservable Inputs Tellutax Contingent Consideration $ 4,900 Monte Carlo Simulation Revenue volatility 60.0 % Revenue discount rate 20.8 % Term (in years) 1.3 Changes in the fair value of the Company’s level 3 liabilities during the nine months ended September 30, 2024, were as follows: Tellutax ecosio ecosio Contingent Contingent Consideration Contingent Consideration Consideration Cash Earn-out Stock Earn-out (unaudited) (unaudited) (unaudited) Balance, January 1, 2024 $ 4,900 $ — $ — ecosio acquisition (Note 3) — 71,000 34,000 Fair value adjustments (2,275) — — Payments (2,325) — — Balance, September 30, 2024 $ 300 $ 71,000 $ 34,000 Assets and Liabilities for Which Fair Value is Only Disclosed The carrying amounts of cash and cash equivalents and the carrying amount of funds held for customers were the same as their respective fair values and are considered Level 1 measurements. The carrying amount of our bank debt approximates fair value as the variable rates on the debt approximate those commercially available in the market, and is considered a Level 3 measurement. Non-recurring Fair Value Measurements The ecosio acquisition on August 30, 2024, the Tellutax acquisition on January 25, 2021 and the Systax acquisition on January 10, 2020 were accounted for as business combinations, and the total purchase price for each acquisition was allocated to the net assets acquired and liabilities assumed based on their estimated fair values. The Company had a contractual commitment to acquire the remaining equity interest from the original Systax Quotaholders incrementally through 2024. Purchase commitment payments for these incremental acquisition amounts were based on a multiple of Systax revenue and earnings before interest, depreciation, amortization, and income taxes (“EBITDA”) performance at the end of 2023 and 2022. Management determined these future purchase commitments to be a forward contract, resulting in the Company being required to estimate and record an estimated future purchase commitment amount (the “Purchase Commitment Liability”) in connection with recording the initial purchase. The fair value of the Purchase Commitment Liability at the acquisition date was finalized to be $12,592. This amount has fluctuated as a result of changes in foreign currency exchange rates and is reflected in purchase commitment and contingent consideration liabilities in the condensed consolidated balance sheets, with such changes in exchange rates being reflected in other comprehensive loss or income in the condensed consolidated statements of comprehensive income (loss). Adjustments to the settlement date value that arose as a result of remeasurement at future balance sheet dates were recorded as interest expense related to financing costs in the condensed consolidated statements of comprehensive income (loss) in the period the change is identified. A final adjustment for $423 to interest expense was recorded during the second quarter of 2024. No such adjustments were recorded for the three or nine months ended September 30, 2023. During the second quarter of 2024, the Company paid $9,622, to acquire the remaining 20% equity interest of Systax, which increased the Company’s ownership percentage of Systax to 100%, and settled the outstanding Purchase Commitment Liability. The Purchase Commitment Liability included in purchase commitment and contingent consideration liabilities, current in the condensed consolidated balance sheet on December 31, 2023 was $9,601. The carrying amount of the Purchase Commitment Liability approximated its respective fair value at December 31, 2023 and is considered a Level 3 non-recurring fair value measurement. Derivative Instruments The Company may periodically enter into derivative contracts to reduce our exposure to foreign currency exchange rates. Historically, the Company has not designated derivative contracts as hedges. Such derivative contracts are typically designed to manage specific risks according to our strategies, which may change from time to time. The Company entered into a series of foreign currency forward contracts to reduce our exposure to adverse fluctuations in the Brazilian Real associated with a portion of the Purchase Commitment Liability. Such forward contracts have not been designated as a hedge, do not qualify for hedge accounting and are not material to our condensed consolidated financial statements. During the second quarter of 2024, the forward currency contracts matured as the Company settled the outstanding Purchase Commitment Liability. These forward contacts are remeasured at fair value on a recurring basis and are included in other assets in our December 31, 2023 condensed consolidated balance sheet with changes in their estimated fair value recognized as interest expense in our condensed consolidated statements of comprehensive income (loss). Our fair value determinations are based on foreign currency exchange rates in active markets, which are considered to be Level 2 measurements within the Fair Value Hierarchy. Convertible Senior Notes As of September 30, 2024 and December 31, 2023, the fair value of the were $428,418 and $0 , respectively. The fair value was determined based on the quoted price of the Notes in an over-the-counter market on the last trading day of the reporting period and has been classified as Level 2 in the fair value hierarchy. |