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FAIR VALUE MEASUREMENTS AND DERIVATIVES
6 Months Ended
Jun. 30, 2022
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS AND DERIVATIVES

10. FAIR VALUE MEASUREMENTS AND DERIVATIVES

Fair Value Measurements

Cash and cash equivalents at June 30, 2022 and December 31, 2021 are comprised of cash and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions. Restricted cash at June 30, 2022 and December 31, 2021 is comprised of amounts held in escrow accounts, as a result of a legal proceeding related to a tax assessment and is categorized as a Level 1 instrument. The fair value of outstanding long-term debt as of June 30, 2022 and December 31, 2021 is estimated using a discounted cash flow analysis based on current market interest rates for debt issuances with similar remaining years-to-maturity and adjusted for credit risk, which represents a Level 3 measurement in the fair value hierarchy. The carrying amounts and estimated fair values of the Company's cash, restricted cash and long-term debt were as follows (in thousands):

 

 

June 30, 2022

 

 

December 31, 2021

 

 

 

Carrying Value

 

 

Estimated Fair Value

 

 

Carrying Value

 

 

Estimated Fair Value

 

Cash

 

$

31,990

 

 

$

31,990

 

 

$

30,937

 

 

$

30,937

 

Restricted Cash

 

 

1,896

 

 

 

1,896

 

 

 

1,896

 

 

 

1,896

 

Total cash

 

$

33,886

 

 

$

33,886

 

 

$

32,833

 

 

$

32,833

 

First lien term loan facility

 

$

201,723

 

 

$

184,370

 

 

$

202,457

 

 

$

198,580

 

Second lien term loan facility

 

 

25,000

 

 

 

21,990

 

 

 

25,000

 

 

 

23,570

 

First lien revolving facility

 

 

7,000

 

 

 

6,710

 

 

 

7,000

 

 

 

6,890

 

Total debt (a)

 

$

233,723

 

 

$

213,070

 

 

$

234,457

 

 

$

229,040

 

(a) The debt amounts above do not include the impact of the interest rate swap or debt issuance costs.

 

 

Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy. The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in thousands):

 

 

 

 

 

Fair Value Measurements at June 30, 2022

 

 

Fair Value Measurements at December 31, 2021

 

Description

 

Balance Sheet Location

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments (1)

 

Other current assets

 

$

1,574

 

 

$

-

 

 

$

1,574

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Derivative financial instruments (1)

 

Other non-current assets

 

 

1,840

 

 

 

-

 

 

 

1,840

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total Assets

 

 

 

$

3,414

 

 

$

-

 

 

$

3,414

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments (1)

 

Other current liabilities

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

1,126

 

 

$

-

 

 

$

1,126

 

 

$

-

 

Warrants

 

Warrant liabilities

 

 

45,400

 

 

 

-

 

 

 

45,400

 

 

 

 

 

 

107,300

 

 

 

-

 

 

 

107,300

 

 

 

-

 

Derivative financial instruments (1)

 

Other long term liabilities

 

 

-

 

 

 

-

 

 

 

 

 

 

-

 

 

 

197

 

 

 

-

 

 

 

197

 

 

 

-

 

Total liabilities

 

 

 

$

45,400

 

 

$

-

 

 

$

45,400

 

 

$

-

 

 

$

108,623

 

 

$

-

 

 

$

108,623

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
Consists of an interest rate swap.

 

Warrants

Public and 2020 PIPE Warrants

 

The fair value of the Public and 2020 PIPE Warrants are considered a Level 2 valuation and are determined using the Monte Carlo model. The significant assumptions which the Company used in the model are:

 

 

June 30, 2022

 

 

December 31, 2021

 

 

 

Public Warrants

 

 

2020 PIPE Warrants

 

 

Public Warrants

 

 

2020 PIPE Warrants

 

 Stock price

 

$

7.17

 

 

$

7.17

 

 

$

10.02

 

 

$

10.02

 

 Strike price

 

$

11.50

 

 

$

5.75

 

 

$

11.50

 

 

$

5.75

 

 Remaining life (in years)

 

 

1.72

 

 

 

2.95

 

 

 

2.22

 

 

 

3.45

 

 Volatility

 

 

59

%

 

 

59

%

 

 

68

%

 

 

68

%

 Interest rate

 

 

2.87

%

 

 

2.96

%

 

 

0.78

%

 

 

1.03

%

 Redemption price

 

$

18.00

 

 

$

14.50

 

 

$

18.00

 

 

$

14.50

 

 

Sponsor Warrants

The fair value of the Sponsor Warrants is considered a Level 2 valuation and is determined using the Black-Sholes model. The significant assumptions which the Company used in the model are:

 

 

 

June 30, 2022

 

 

December 31, 2021

 

 Stock price

 

$

7.17

 

 

$

10.02

 

 Strike price

 

$

11.50

 

 

$

11.50

 

 Remaining life (in years)

 

 

1.72

 

 

 

2.22

 

 Volatility

 

 

59

%

 

 

68

%

 Interest rate

 

 

2.87

%

 

 

0.80

%

 Dividend yield

 

 

0.0

%

 

 

0.0

%

 

 

Derivatives

Market risk associated with the Company’s long-term floating rate debt is the potential increase in interest expense from an increase in interest rates. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. These instruments are recorded on the balance sheet at their fair value and are designated as hedges. The financial impact of these hedging instruments is primarily offset by corresponding changes in the underlying exposures being hedged.

 

The Company assesses whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of its hedged forecasted transactions. The Company uses regression analysis for this hedge relationship and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective agreement without an exchange of the underlying notional amount. The Company classifies derivative instrument cash flows from hedges of benchmark interest rate as operating activities due to the nature of the hedged item. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) until the underlying hedged transactions are recognized in earnings. If it is determined that the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings.

 

The Company monitors concentrations of credit risk associated with financial and other institutions with which the Company conducts significant business. Credit risk, including, but not limited to, counterparty nonperformance under derivatives, is not considered significant, as the Company primarily conducts business with large, well-established financial institutions with which the Company has established relationships, and which have credit risks acceptable to the Company. The Company does not anticipate non-performance by its counterparty. The amount of the Company’s credit risk exposure is equal to the fair value of the derivative when any of the derivatives are in a net gain position.

 

In September 2019, the Company entered into a floating-to-fixed interest rate swap agreement to make a series of payments based on a fixed interest rate of 1.457% and receive a series of payments based on the greater of 1 Month USD LIBOR or Strike which is used to hedge the Company’s exposure to changes in cash flows associated with its variable rate Term Loan Facilities and has designated this derivative as a cash flow hedge. Both the fixed and floating payment streams are based on a notional amount of $174.7 million at the inception of the contract.

 

The interest rate swap agreement has a maturity date of September 19, 2024. As of June 30, 2022 and December 31, 2021, the notional amount is $115.3 million and $127.7 million, respectively. There was no ineffectiveness related to the interest rate swaps. The gain or loss on the derivative is recorded as a component of accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. The Company expects to reclassify $1.6 million of income from accumulated other comprehensive income (loss) into interest expense within the next twelve months.

 

The fair value of the interest rate swap contract is measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observable market interest rate curves. The interest rate swap contract was categorized as Level 2 in the fair value hierarchy. The Company is not required to post cash collateral related to this derivative instrument.

 

The effect of the interest rate swap contract designated as cash flows hedging instrument on the condensed consolidated financial statements was as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

Gain (losses) recognized in accumulated other comprehensive (loss) income

 

$

899

 

 

$

(194

)

 

$

4,142

 

 

$

705

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains reclassified from accumulated other comprehensive (loss) income to interest expense

 

$

199

 

 

$

487

 

 

$

596

 

 

$

980