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Fair Value Measurements

12 Months Ended

Dec. 31, 2021

FAIR VALUE MEASUREMENTS

The Company’s financial instruments consist of its warrant liability, revolving line of credit, and long-term debt.

The estimated fair value of the Company’s revolving line of credit, and long-term debt were as follows:


	December 31, 2021						December 31, 2020
	Principal amount		Carrying amount		Fair value		Principal amount		Carrying amount		Fair value
Revolving line of credit	$	61,958	$	61,238	$	70,688	$	75,393	$	74,316	$	83,014
Long term debt	51,664		40,661		58,143		50,117		36,413		55,378
	$	113,622	$	101,899	$	128,831	$	125,510	$	110,729	$	138,392

The estimated fair values of the Company’s revolving line of credit, and long-term debt were determined using Level 2 inputs based on an estimated credit rating for the Company and the trading value of debt for similar debt instruments with similar credit ratings.

There were no assets measured at fair value on a recurring basis as of December 31, 2021 and 2020, respectively. Liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020 were as follows:


	December 31, 2021
	Total		Level 1		Level 2		Level 3
Liabilities:
Warrant Liability - Public & Private Warrants	$	7,341	$	7,125	$	—	$	216
Total Other Liabilities	$	7,341	$	7,125	$	—	$	216


	December 31, 2020
	Total		Level 1		Level 2		Level 3
Liabilities:
Term Loan Warrant	$	12,744	$	—	$	—	$	12,744
Total Other Liabilities	$	12,744	$	—	$	—	$	12,744

Term Loan Warrants

Term Loan Warrants classified as Level 3 liabilities are valued using the probability weighted average of their value if a special purpose acquisition company (“SPAC”) transaction occurs and their value if a SPAC transaction does not occur. The value under the SPAC transaction scenario utilized the current value method, which estimates the total equity value of the Company. The value under the no-SPAC scenario was calculated using the Black-Scholes model.

During the year ended December 31, 2021, there were no transfers between Level 1 and Level 2, nor into and out of Level 3.

The following table summarizes the activity for the Company’s Level 3 liabilities measured at fair value on a recurring basis:


	Term Loan Warrant		Warrant Liability
Balance as of December 31, 2020	$	12,744	$	—
Exercised	(13,102)		—
Assumed from Merger	—		44,272
Changes in fair value	358		(36,931)
Balance as of December 31, 2021	$	—	$	7,341

- 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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