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Fair Value of Assets and Liabilities
12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Fair Value of Assets and Liabilities

 


 

6. Fair Value of Assets and Liabilities

The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented. Refer to Note 5, Note 9 and Note 10 for additional information on these assets and liabilities.

 

 

 

December 31, 2021

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Assets:

 

 

 

 

 

 

 

 

Other assets

 

 

2,499,996

 

 

2,499,996

Total assets

 

$                      —

 

$2,499,996

 

$                      —

 

$2,499,996

Liabilities:

 

 

 

 

 

 

 

 

Contingent consideration

 

$                       —

 

$                       —

 

$17,046,840

 

$17,046,840

Borrowings

 

 

448,484,696

 

 

448,484,696

Tax receivable agreement

 

 

 

245,828,419

 

245,828,419

Total liabilities

 

$                      —

 

$448,484,696

 

$262,875,259

 

$711,359,955

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Liabilities:

 

 

 

 

 

 

 

 

Contingent consideration

 

$                       —

 

$                       —

 

$15,800,000

 

$15,800,000

Borrowings

 

 

256,713,396

 

 

256,713,396

Tax receivable agreement

 

 

 

229,228,105

 

229,228,105

Interest rate swap

 

 

9,312,332

 

 

9,312,332

Total liabilities

 

$                      —

 

$266,025,728

 

$245,028,105

 

$511,053,833

Other Assets

Other assets contain a minority equity investment in a privately-held company. The Company elected a measurement alternative for measuring this investment, in which the carrying amount is adjusted based on any observable price changes in orderly transactions. The investment is classified as Level 2 as observable adjustments to value are infrequent and occur in an inactive market.

Contingent Consideration

 

Contingent consideration relates to potential payments that the Company may be required to make associated with acquisitions. The contingent consideration is recorded at fair value based on estimates of discounted future cash flows associated with the acquired businesses. To the extent that the valuation of these liabilities is based on inputs that are less observable or not observable in the market, the determination of fair value requires more judgment. Accordingly, the fair value of contingent consideration is classified within Level 3 of the fair value hierarchy, under ASC 820. The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805, Business Combinations (“ASC 805”).

The Company used a discount rate to determine the present value, based on a risk-free rate adjusted for a credit spread, of the contingent consideration in the simulation approach. A range of 3.4% to 3.5% and weighted average of 3.4% was applied to the simulated contingent consideration payments, in order to determine the fair value. A significant increase or decrease in the discount rate could have resulted in a lower or higher balance, respectively, as of the measurement date.

The following table provides a rollforward of the contingent consideration related to previous business acquisitions. Refer to Note 5 for more details.

 

 

 

 

Year Ended

December 31, 2021

 

Year Ended

December 31, 2020

 

From July 11, 2019 to December 31, 2019

 

From

January 1, 2019

to July 10, 2019

 

 

(Successor)

 

(Predecessor)

Balance at beginning of period

 

$15,800,000

 

$14,250,000

 

$                       —

 

$1,816,988

Measurement period adjustment

 

 

6,580,549

 

 

Purchases

 

4,350,000

 

15,800,000

 

14,250,000

 

Payments

 

(8,948,786)

 

(18,320,549)

 

 

(1,816,988)

Valuation adjustment

 

5,845,626

 

(2,510,000)

 

 

Balance at end of period

 

$17,046,840

 

$15,800,000

 

$14,250,000

 

$                      —

 

 

 

 

 

 

 

 

 

Borrowings

The carrying value of the Company’s 2026 Notes, revolving credit facility and term loan is net of unamortized debt discount and debt issuance costs. The carrying amount of the Company’s borrowings approximates fair value because interest rates on these instruments approximate market interest rates. The fair value of Company’s borrowings is classified within Level 2 of the fair value hierarchy, as the market interest rates are generally observable and do not contain a high level of subjectivity. See Note 10 for further discussion on borrowings.

Tax Receivable Agreement

 

Upon the completion of the Business Combination, the Company entered into the TRA with holders of Post-Merger Repay Units. As a result of the TRA, the Company established a liability in its consolidated financial statements. The TRA is recorded at fair value based on estimates of discounted future cash flows associated with the estimated payments to the Post-Merger Repay Unit holders. These inputs are not observable in the market; thus, the TRA is classified within Level 3 of the fair value hierarchy, under ASC 820. The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805.

 

The Company used a discount rate, also referred to as the early termination rate, to determine the present value, based on a risk-free rate plus a spread, pursuant to the TRA. A rate of 1.58% was applied to the forecasted TRA payments as of December 31, 2021, in order to determine the fair value. A significant increase or decrease in the discount rate could have resulted in a lower or higher balance, respectively, as of the measurement date. The TRA balance increased as a result of exchanges of Post-Merger Repay Units for Class A common stock pursuant to the Exchange Agreement. In addition, the TRA balance increased $14.1 million through accretion expense and a valuation adjustment, related to a decrease in the discount rate, which was 1.34%, as of December 31, 2020, and the finalization of the various components related to the 2020 exchanges of Post-Merger Repay Units.

The following table provides a rollforward of the TRA related to the Business Combination and subsequent acquisition of Post-Merger Repay Units held by Corsair, pursuant to the Unit Purchase Agreements. See Note 15 for further discussion on the TRA.

 

 

 

Year Ended

December 31, 2021

 

Year Ended

December 31, 2020

 

From July 11, 2019 to December 31, 2019

 

From

January 1, 2019

to July 10, 2019

 

 

(Successor)

 

(Predecessor)

Balance at beginning of period

 

$229,228,105

 

$67,176,226

 

$                       —

 

$                       —

Purchases

 

2,491,251

 

149,612,393

 

67,176,226

 

Payments

 

 

 

 

Accretion expense

 

5,065,507

 

2,955,148

 

 

Valuation adjustment

 

9,043,556

 

9,484,338

 

 

Balance at end of period

 

$245,828,419

 

$229,228,105

 

$67,176,226

 

$                      —

 

Interest Rate Swap

In October 2019, the Company entered into a $140.0 million notional, fifty-seven month interest rate swap agreement, and in February 2020, the Company entered into a $30.0 million notional, sixty month interest rate swap agreement, then a revised notional amount of $65.0 million beginning on September 30, 2020. These interest rate swap agreements are to hedge changes in its cash flows attributable to interest rate risk on a combined $205.0 million of Company’s variable-rate term loan to a fixed-rate basis, thus reducing the impact of interest rate changes on future interest expense. 

These swaps involve the receipt of variable-rate amounts in exchange for fixed interest rate payments over the life of the agreement without an exchange of the underlying notional amount and was designated for accounting purposes as a cash flow hedge. The interest rate swap is carried at fair value on a recurring basis in the Consolidated Balance Sheets and is classified within Level 2 of the fair value hierarchy, as the inputs to the derivative pricing model are generally observable and do not contain a high level of subjectivity. The fair value was determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date.

Both interest rate swaps were settled in January 2021, with $6.4 million, net of taxes of $1.7 million reclassified from Accumulated other comprehensive loss into Other loss in the Consolidated Statements of Operations for the year ended December 31, 2021.