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Fair Value Measurements

3 Months Ended

Mar. 31, 2023

FAIR VALUE MEASUREMENTS

The Company’s financial instruments consist of its warrant liability, RLOC, and Term Loan.

The estimated fair value of the Company’s RLOC and Term Loan were as follows:


	March 31, 2023						December 31, 2022
	Principal amount		Carrying amount		Fair value		Principal amount		Carrying amount		Fair value
RLOC	$	61,476	$	60,905	$	63,666	$	57,998	$	57,639	$	58,708
Term Loan	29,315		22,811		32,613		53,785		48,057		56,828
	$	90,791	$	83,716	$	96,279	$	111,783	$	105,696	$	115,536

The estimated fair values of the Company’s RLOC, and Term Loan 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 March 31, 2023 or December 31, 2022. Liabilities measured at fair value on a recurring basis were as follows:


	March 31, 2023
	Total		Level 1		Level 2		Level 3
Liabilities:
Warrant liability - Public & Private Warrants	$	770	$	750	$	—	$	20
Total Other Liabilities	$	770	$	750	$	—	$	20


	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

During the three months ended March 31, 2023 and 2022, there were no transfers between Level 1 and Level 2, nor into or 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 at December 31, 2022	$	902
Changes in fair value	(132)
Balance at March 31, 2023	$	770

- 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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