Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Note 13. Fair Value Measurements

Mark-to-Market Measurement

The investment in the eNow Convertible Note was valued based upon a revenue multiple enterprise valuation. The contingent consideration related to the acquisition of Quantum and the earnout for World Energy were valued based upon the present value of the expected contingent consideration. The fair value of obligation to issue shares of common stock to the sellers of World Energy was based on the closing price of the Company’s Common Stock on the reporting date.

The Public Warrants were traded under the symbol XL.WS and the fair values were based upon the closing price of the Public Warrants at each measurement date. During the year ended December 31, 2021, 7,441,020 of Public Warrants were exercised, which resulted in the issuance of 7,441,020 shares of the Company’s Common Stock, generating cash proceeds of $85.6 million and 225,647 of Public Warrants were called at $0.01 per warrant. No Public Warrants remain outstanding as of December 31, 2022.

The Private Warrants were valued using a Black-Scholes model, pursuant to the inputs provided in the table below:


Input	Mark-to-Market Measurement at December 31, 2022			Mark-to-Market Measurement at December 31, 2021
Risk-free rate	1.111		%	1.11		%
Remaining term in years	3.98			3.98
Expected volatility	88.77		%	88.8		%
Exercise price	$	11.50		$	11.50
Fair value of common stock	$	3.31		$	3.31

The Company's interest rate swaps are not traded on a market exchange and the fair value are determined using a valuation model based on a discounted cash flow analysis. This analysis reflects the contractual terms of the interest rate swap agreements and uses observable market-based inputs, including estimated future interest rates. The fair value of the Company's interest rate swap is the net difference in 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 and are observable inputs available to a market participant. The interest rate swap valuation is classified in Level 2 of the fair value hierarchy.

The debt balances as presented in the Consolidated Balance Sheets approximate the fair value of the respective instruments as the debt is at a variable rate, the estimates of which are considered Level 2 fair value calculations within the fair value hierarchy.

The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy:


	Fair Value Measurements as of December 31, 2022
(Amounts in thousands)	Level I		Level II		Level III		Total

Asset:
Interest rate swaps	$	—	$	32,252	$	—	$	32,252

Liabilities:
Private Warrants	$	—	$	—	$	256	$	256
Fair value of obligation to issue shares of common stock to sellers of World Energy	—		—		151		151
Total	$	—	$	—	$	407	$	407


	Fair Value Measurements as of December 31, 2021
(Amounts in thousands)	Level I		Level II		Level III		Total

Liability:
Private Warrants	$	—	$	—	$	5,404	$	5,404
Contingent consideration – Quantum	—		—		1,950		1,950
Earnout – World Energy	—		—		1,000		1,000
Fair value of obligation to issue shares of common stock to sellers of World Energy	—		—		541		541
Total	$	—	$	—	$	8,895	$	8,895

The following is a roll forward of the Company’s Level 3 instruments:


	For the Years Ended December 31, 2022 and 2021
(Amounts in thousands)	Asset		Liability
Balance, January 1, 2021	$	—	$	83,044
Obligation to issue shares of common stock to sellers of World Energy	—		1,526
Fair value adjustment – Quantum contingent consideration	—		101
Fair value adjustments – Warrant liability	—		(75,790)
Fair value adjustments – World Energy	—		(565)
Partial settlement of World Energy contingent consideration			(421)
Purchase of eNow Convertible Note at fair value	3,000		—
Reserve for investment in convertible note	(3,000)		—
Earnout – World Energy	—		1,000
Balance, December 31, 2021	—		8,895
Fair value adjustment – Quantum contingent consideration	—		(145)
Cash settlement of Quantum liability	—		(950)
Share settlement of Quantum liability	—		(186)
Cash settlement of World Energy liability	—		(1,000)
Fair value adjustments – Warrant liability	—		(5,148)
Fair value adjustments – World Energy	—		(390)
Adjustment - Quantum Liability	—		(669)
Balance, December 31, 2022	$	—	$	407

- Definition

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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