Quarterly report pursuant to Section 13 or 15(d)

FAIR VALUE MEASUREMENTS

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FAIR VALUE MEASUREMENTS
 6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
Fair Value Measurement
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities approximates fair value due to the short-term nature of their maturities. Borrowings under the Company’s Revolving Credit Facility accrues interest at a floating rate tied to a standard short-term borrowing index, selected at the Company’s option, plus an applicable margin. The carrying amount of this floating rate debt approximates fair value based upon the respective interest rates adjusting with market rate adjustments. The carrying amount of the Company's Redeemable Preferred Shares equals the redemption price, which approximates fair value. At June 30, 2023 and December 31, 2022, the estimated fair value of the Company’s Senior Notes, calculated using Level 2 inputs, based on bid prices obtained from a broker was approximately $534.9 million and $556.9 million, respectively.
The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or a liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
•Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
•Level 2 inputs: Other than quoted prices in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
•Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
Liabilities by Hierarchy Level
The following tables set forth the Company’s liabilities that were measured at fair value on a recurring basis, by level, within the fair value hierarchy as of June 30, 2023 and December 31, 2022 (in thousands):
Fair Value Measurements Using:
June 30, 2023
 Level 1 Level 2 Level 3 Total
Liabilities:
Founders advisory fees payable - related party $ 34,727  $ —  $ 51,729  $ 86,456 
LaderaTech contingent earn-out included in other liabilities, non-current —  —  7,665  7,665 
Total liabilities $ 34,727  $ —  $ 59,394  $ 94,121 
December 31, 2022
Liabilities:
Founders advisory fees payable - related party $ 56,883  $ —  $ 118,490  $ 175,373 
LaderaTech contingent earn-out included in other liabilities, non-current —  —  7,273  7,273 
Total liabilities $ 56,883  $ —  $ 125,763  $ 182,646 
The fair value of the founders advisory fees payable is based on the appreciation of the market price of Ordinary Shares if such market price exceeds certain trading price minimums at the end of each reporting period and is valued using a Monte Carlo simulation model, which requires the input of highly subjective assumptions, including the fair value of the underlying Ordinary Shares, the risk-free interest rate, the expected equity volatility, and the expected term of the Founder Advisory Agreement. See Note 11, “Share-Based Compensation” for discussion of the fair value estimation on the founders advisory fees payable.

The fair value of the contingent earn-out related to the May 2020 purchase of LaderaTech, Inc. (“LaderaTech”) is measured on a recurring basis using Level 3 fair value inputs. The earn-out is based on 20% of gross profits upon achieving a revenue threshold exceeding $5.0 million through December 31, 2026 and is valued using a Monte Carlo simulation model. Significant changes in the projected revenue, projected gross margin, or discount rate would have a material impact on the fair value of the contingent consideration.
Changes in Level 3 Liabilities
The reconciliations for all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) are as follows (in thousands):
Three Months Ended June 30, 2023
Six Months Ended June 30, 2023
Founders Advisory Fees Payable - Related Party LaderaTech
Contingent
Earn-out		 Founders Advisory Fees Payable - Related Party LaderaTech
Contingent
Earn-out
Fair value, beginning of period $ 100,938  $ 7,519  $ 118,490  $ 7,273 
Founders advisory fees - related party, change in fair value (49,209) —  (66,761) — 
Loss on contingent earn-out, change in fair value —  146  —  392 
Fair value, end of period $ 51,729  $ 7,665  $ 51,729  $ 7,665 
Three Months Ended June 30, 2022
Six Months Ended June 30, 2022
Founders Advisory Fees Payable - Related Party LaderaTech
Contingent Earn-out		 Founders Advisory Fees Payable - Related Party LaderaTech
Contingent Earn-out
Fair value, beginning of period $ 153,986  $ 19,979  $ 251,513  $ 19,979 
Settlements —  —  (40,776) — 
Reclassification from liability to equity —  —  (10,495) — 
Founders advisory fees - related party, change in fair value (15,349) —  (61,605) — 
Gain on contingent earn-out, change in fair value —  (9,398) —  (9,398)
Fair value, end of period $ 138,637  $ 10,581  $ 138,637  $ 10,581