v3.22.4
Financial Instruments
12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Financial Instruments Financial Instruments
Cash and Cash Equivalents
Cash equivalents are classified as level 1 assets, as they have readily available market prices in an active market. Cash equivalents include short-term investment funds which consisted of short-term money market instruments that were valued based on quoted prices in active markets. The Company's cash and cash equivalents totaled $283.9 million and $208.5 million as of December 31, 2022 and 2021, respectively.
Corporate Securities
During the three months ended September 30, 2021, the Company obtained corporate securities, which are classified as Level 2 assets. The fair value of these securities, included in Long-term notes receivables and other non-current assets, net, was $1.7 million and $2.4 million as of December 31, 2022 and 2021, respectively. The fair value of the Company’s Level 2 corporate securities are based on observable prices that are based on inputs not quoted in active markets, but corroborated by market data.
Debt
Components of the Company's debt including the associated interest rates and related fair values (in thousands, except interest rates) are as follows:
 
IssuanceDecember 31, 2022December 31, 2021Stated Interest
Rate
Face ValueEstimated Fair ValueFace ValueEstimated Fair Value
2027 Notes$600,000 $576,960 $600,000 $633,660 6.750 %
2029 Notes800,000 659,680 800,000 795,680 5.750 %
Term Loan1,333,125 1,333,125 1,346,625 1,346,625 N/A
Total$2,733,125 $2,569,765 $2,746,625 $2,775,965 
The Notes are fixed-rate debt considered Level 2 fair value measurements as the values were determined using observable market inputs, such as current interest rates, prices observable from less active markets, as well as prices observable from comparable securities. The Term Loan is floating-rate debt and approximates the carrying value as interest accrues at floating rates based on market rates.
Derivative Financial Instruments
Consumer Financing Program
Under the Consumer Financing Program, the Company pays a monthly fee to Financing Providers based on either the average daily outstanding balance of the Loans or the number of outstanding Loans. For certain Loans, the Company incurs fees at the time of the loan origination and receives proceeds that are net of these fees. The Company also shares the liability for credit losses, depending on the credit quality of the customer. Because of the nature of certain provisions under the Consumer Financing Program, the Company records a derivative liability that is not designated as a hedging instrument and is adjusted to fair value, measured using the present value of the estimated future payments. Changes to the fair value are recorded through other income, net in the Consolidated Statement of Operations. The following represent the contractual future payment obligations with the Financing Providers under the Consumer Financing Program that are components of the derivative:
•The Company pays either a monthly fee based on the average daily outstanding balance of the Loans, or the number of outstanding Loans, depending on the Financing Provider
•The Company shares the liability for credit losses depending on the credit quality of the customer
•The Company pays transactional fees associated with customer payment processing
The derivative is classified as a Level 3 instrument. The derivative positions are valued using a discounted cash flow model, with inputs consisting of available market data, such as market yield discount rates, as well as unobservable internally derived assumptions, such as collateral prepayment rates, collateral default rates and loss severity rates. These derivatives are priced quarterly using a credit valuation adjustment methodology. In summary, the fair value represents an estimate of the present value of the cash flows the Company will be obligated to pay to the Financing Provider for each component of the derivative.
The following table summarizes the fair value and the notional amount of the Company’s outstanding consumer financing program derivative instrument as of December 31, 2022 and 2021 (in thousands):
December 31,
20222021
Consumer Financing Program Contractual Obligations:
Fair value$125,798 $216,795 
Notional amount859,743 1,160,278 
Classified on the consolidated balance sheets as:
Accrued expenses and other current liabilities90,008 140,394 
Other long-term obligations35,790 76,401 
Total Consumer Financing Program Contractual Obligation$125,798 $216,795 
Changes in Level 3 Fair Value Measurements - Consumer Financing Program
The following table summarizes the change in the fair value of the Level 3 outstanding derivative instrument for the years ended December 31, 2022 and 2021 (in thousands):
December 31,
20222021
Balance, beginning of period$216,795 $227,896 
Additions13,019 94,995 
Settlements(106,193)(91,826)
Losses (Gains) included in earnings2,177 (14,270)
Balance, end of period$125,798 $216,795 
Warrant Liabilities
As a result of the Business Combination, the Company assumed a derivative warrant liability related to previously issued private placement warrants and public warrants in connection with Mosaic’s initial public offering. The fair value of the Company’s public warrants were measured based on the market price of such warrants and are considered a Level 1 fair value measurement. As of December 31, 2022 and 2021, there were no outstanding public warrants. The private placement warrants are measured at each reporting period, with changes in fair value recognized in the statement of operations.
The change in the fair value of the derivative warrant liabilities for the years ended December 31, 2022 and 2021 is summarized as follows (in thousands):
Public WarrantsPrivate Placement WarrantsTotal Derivative Warrant liability
Balance, December 31, 2020$8,063 $75,531 $83,594 
Change in fair value of warrant liability1,350 (50,967)(49,617)
Write-off fair value of unexercised expired warrants(490)— (490)
Reclassification of derivative liabilities for exercised warrants(8,923)— (8,923)
Balance, December 31, 2021— 24,564 24,564 
Change in fair value of warrant liability— (21,332)(21,332)
Balance, December 31, 2022$— $3,232 $3,232 
The estimated fair value of the private placement warrant derivative liabilities is determined using Level 3 inputs. Generally, the Company utilizes a Black-Scholes valuation model to estimate the fair value of the warrants. Inherent in a Black-Scholes valuation model are assumptions related to expected stock-price volatility, expiration, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon
yield curve on the grant date for a maturity similar to the expiration of the warrants. The dividend yield is based on the historical rate, which the Company anticipates remaining at zero.
The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:
As of December 31, 2022As of December 31, 2021
Number of private placement warrants5,933,334 5,933,334 
Exercise price$11.50 $11.50 
Stock price$11.90 $9.78 
Expiration term (in years)
N/A(1)
3.05
Volatility
N/A(1)
70 %
Risk-free Rate
N/A(1)
0.98 %
Dividend yield
N/A(1)
— %
(1) For the year ended December 31, 2022, the Company estimated the fair value of the private placement warrants using a probability weighted approach.