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Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2022

Fair Value of Financial Instruments

Fair Value of Financial Instruments

11. Fair Value of Financial Instruments

The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The Company has assessed that the fair value of cash and cash equivalents, trade receivables, trade payables, other current liabilities, and other debt approximates their carrying amounts largely due to the short-term maturities or recent commencement of these instruments. The fair value of the ABL Facility is primarily based upon observable market data, such as market interest rates, for similar debt. The fair value of the Notes is based upon observable market data.

The Company measured the Private Warrant liabilities at fair value on a recurring basis at each reporting period end as more fully discussed below. Changes in the fair value of the Private Warrants at each reporting period end date were recognized within the accompanying consolidated statement of comprehensive income (loss) in the change in fair value of warrant liabilities.

Level 1 & 2 Disclosures:

The carrying amounts and fair values of financial assets and liabilities, which are either Level 1 or Level 2, are as follows:


		March 31, 2022						December 31, 2021
Financial Assets (Liabilities) Not Measured at Fair Value		Carrying Amount				Fair Value		Carrying Amount			Fair Value
ABL Facility (See Note 8) - Level 2		$	(16,000)		$	(16,000)		$	—		$	—
Senior Secured Notes (See Note 8) - Level 1		$	(331,205)		$	(346,793)		$	(330,212)		$	(348,075)

Recurring fair value measurements

Level 3 Disclosures:

There were 5,333,334 Private Warrants outstanding as of March 31, 2022 and December 31, 2021. Based on the fair value assessment that was performed, the Company determined a fair value price per Private Warrant of $0.53 and $0.30 as of March 31, 2022 and December 31, 2021, respectively. The fair value is classified as Level 3 in the fair value hierarchy due to the use of pricing inputs that are less observable in the marketplace combined with management judgment required for the assumptions underlying the calculation of value. The Company determined the estimated fair value of the Private Warrants using the Black-Scholes option-pricing model. The table below summarizes the inputs used to calculate the fair value of the warrant liabilities at each of the dates indicated below:


			March 31,				December 31,
			2022				2021
Exercise Price		$	11.50			$	11.50
Stock Price		$	6.00			$	3.56
Dividend Yield		%	0.00			%	0.00
Expected Term (in Years)			1.96				2.20
Risk-Free Interest Rate		%	2.23			%	0.78
Expected Volatility		%	48.00			%	64.00
Per Share Value of Warrants		$	0.53			$	0.30

The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2022:


		Private Placement Warrants
Balance at December 31, 2021		$	1,600
Change in fair value of warrant liabilities			1,227
Balance at March 31, 2022		$	2,827

There were no transfers of financial instruments between the three levels of the fair value hierarchy during the three months ended March 31, 2022 and 2021 and the year ended December 31, 2021.

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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