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Fair Value Measurements

12 Months Ended

Dec. 31, 2022

FAIR VALUE MEASUREMENTS

The Company’s financial instruments consist of its warrant liability, RLOC, and term loan facility.

The estimated fair value of the Company’s RLOC, and term loan facility were as follows:


	December 31, 2022						December 31, 2021
	Principal amount		Carrying amount		Fair value		Principal amount		Carrying amount		Fair value
Revolving line of credit	$	57,998	$	57,639	$	58,708	$	61,958	$	61,238	$	70,688
Term loan	53,785		48,057		56,828		51,664		40,661		58,143
	$	111,783	$	105,696	$	115,536	$	113,622	$	101,899	$	128,831

The estimated fair values of the Company’s RLOC, and term loan facility 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, 2022 and 2021, respectively. Liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021 were as follows:


	December 31, 2022
	Total		Level 1		Level 2		Level 3
Liabilities:
Warrant Liability - Public & Private Warrants	$	902	$	875	$	—	$	27
Total Other Liabilities	$	902	$	875	$	—	$	27


	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

Term Loan Warrants

Term Loan Warrants classified as Level 3 liabilities were valued using the probability weighted average of their value if a SPAC transaction occurred and their value if a SPAC transaction did not occur. The value under the SPAC transaction scenario utilized the current value method, which estimated 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, 2022, 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:


	Warrant Liability
Balance as of December 31, 2021	$	7,341
Changes in fair value	(6,439)
Balance as of December 31, 2022	$	902


	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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