Fair Value

9 Months Ended

Sep. 30, 2022

6. Fair Value

The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of the Company’s assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Condensed Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented.


	September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Other assets	$	—	$	2,499,996	$	—	$	2,499,996
Total assets	$	—	$	2,499,996	$	—	$	2,499,996
Liabilities:
Contingent consideration	$	—	$	—	$	10,000	$	10,000
Borrowings		—		332,585,672		—		332,585,672
Tax receivable agreement		—		—		190,500,900		190,500,900
Total liabilities	$	—	$	332,585,672	$	190,510,900	$	523,096,572

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Other assets	$	—	$	2,499,996	$	—	$	2,499,996
Total assets	$	—	$	2,499,996	$	—	$	2,499,996
Liabilities:
Contingent consideration	$	—	$	—	$	17,046,840	$	17,046,840
Borrowings		—		401,085,634		—		401,085,634
Tax receivable agreement		—		—		245,828,419		245,828,419
Total liabilities	$	—	$	401,085,634	$	262,875,259	$	663,960,893

Other assets

Other assets contain a minority equity investment in a privately-held company. The Company elected a measurement alternative for measuring this investment, in which the carrying amount is adjusted based on any observable price changes in orderly transactions. The investment is classified as Level 2 as observable adjustments to value are infrequent and occur in an inactive market.

Contingent consideration

Contingent consideration relates to potential payments that the Company may be required to make associated with acquisitions. The contingent consideration is recorded at fair value based on estimates of discounted future cash flows associated with the acquired businesses within Related party payable in the Condensed Consolidated Balance Sheets. To the extent that the valuation of these liabilities is based on inputs that are less observable or not observable in the market, the determination of fair value requires more judgment. Accordingly, the fair value of contingent consideration is classified within Level 3 of the fair value hierarchy, under ASC 820, Fair Value Measurement (“ASC 820”). The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805, Business Combinations (“ASC 805”).

The Company used a discount rate to determine the present value, based on a risk-free rate adjusted for a credit spread, of the contingent consideration in the simulation approach. A range of 8.30% to 8.30% and weighted average of 8.30% was applied to the simulated contingent consideration payments, in order to determine the fair value. A significant increase or decrease in the discount rate could have resulted in a lower or higher balance, respectively, as of the measurement date.

The following table provides a rollforward of the contingent consideration related to previous business acquisitions. Refer to Note 5 for more details.


	Nine Months Ended September 30,
	2022			2021
Balance at beginning of period	$	17,046,840		$	15,800,000
Purchases		—			1,500,000
Payments		(12,746,840	)		(8,948,786	)
Valuation adjustment		(4,290,000	)		(101,214	)
Balance at end of period	$	10,000		$	8,250,000

Borrowings

The revolving credit facility, 2026 Notes and term loan are measured at amortized cost, which the carrying value is unpaid principal net of unamortized debt discount and debt issuance costs. The carrying value of the revolving credit facility approximates fair value because its interest rate approximates market interest rates. The estimated fair value of the 2026 Notes is determined using the quoted prices from over-the-counter markets. The estimated fair value of the Company’s borrowings is classified within Level 2 of the fair value hierarchy, as the market interest rates and quoted prices are generally observable and do not contain a high level of subjectivity.

The following table provides the carrying value and estimated fair value of borrowings. See Note 10 for further discussion on borrowings.


	September 30, 2022				December 31, 2021
	Carrying value		Fair value		Carrying value		Fair value
Revolving credit facility	$	18,029,672	$	18,029,672	$	19,209,634	$	19,209,634
2026 Notes		432,577,987		314,556,000		429,275,062		381,876,000
Total	$	450,607,659	$	332,585,672	$	448,484,696	$	401,085,634

Tax Receivable Agreement

Upon the completion of the Business Combination, the Company entered into the Tax Receivable Agreement (the “TRA”) with holders of Post-Merger Repay Units. As a result of the TRA, the Company established a liability in its condensed consolidated financial statements. The TRA is recorded at fair value based on estimates of discounted future cash flows associated with the estimated payments to the Post-Merger Repay Unit holders. These inputs are not observable in the market; thus, the TRA is classified within Level 3 of the fair value hierarchy, under ASC 820. The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805.

The Company used a discount rate, also referred to as the Early Termination Rate, as defined in the TRA, to determine the present value, based on a risk-free rate plus a spread, pursuant to the TRA. A rate of 5.78% was applied to the forecasted TRA payments at September 30, 2022, in order to determine the fair value. A significant increase or decrease in the discount rate could have resulted in a lower or higher balance, respectively, as of the measurement date. The TRA balance was adjusted by $55.5 million through accretion expense and a valuation adjustment, related to an increase in the discount rate, which was 1.58% as of December 31, 2021.

The following table provides a rollforward of the TRA related to the acquisition and exchanges of Post-Merger Repay Units. See Note 15 for further discussion on the TRA.


	Nine Months Ended September 30,
	2022			2021
Balance at beginning of period	$	245,828,419		$	229,228,105
Purchases		153,246			2,355,180
Accretion expense		5,016,859			4,148,122
Valuation adjustment		(60,497,624	)		(4,246,627	)
Balance at end of period	$	190,500,900		$	231,484,780

- 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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