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Fair Value Measurements and Financial Instruments | 6 Months Ended
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Jun. 30, 2021
Fair Value Disclosures [Abstract] |
Fair Value Measurements and Financial Instruments | . Fair Value Measurements and Financial Instruments The fair value of cash and cash equivalents, restricted cash and investments, and restricted cash with respect to bonds, trade receivables, accounts payable and other current liabilities approximated their carrying values as of June 30, 2021 and December 31, 2020 primarily due to the short-term maturity of these instruments. The fair value of the long-term debt approximated their carrying values as of June 30, 2021 and December 31, 2020 due to the frequency with which interest rates are reset based on changes in prevailing interest rates. The Bonds (Series C) were presented in the condensed consolidated balance sheets at amortized cost. The fair value of the Bonds (Series C) was $80.6 million as of December 31, 2020. The fair value measurements were classified as Level 1. The contingent consideration from the acquisition of the Empire business is measured at fair value at the end of each reporting period and amounted to $7.7 million and $7.4 million as of June 30, 2021 and December 31, 2020, respectively. The fair value methodology for the contingent consideration liability is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. Approximately $0.2 million and $0.4 million was recorded as a component of interest and other financial expenses in the condensed consolidated statements of operations for the change in the fair value of the Contingent Consideration for the three and six months ended June 30, 2021, respectively. The Public Warrants (as defined in Note 13) are measured at fair value at the end of each reporting period and amounted to $26.5 million and $18.1 million as of June 30, 2021 and December 31, 2020, respectively. The fair value methodology for the Public Warrants is categorized as Level 1. Approximately $0.8 million and $(8.4) million was recorded as a component of interest and other financial income (expenses) in the condensed consolidated statements of operations for the change in the fair value of the Public Warrants for the three and six months ended June 30, 2021, respectively. The Private Warrants (as defined in Note 13) are measured at fair value at the end of each reporting period and amounted to $8.0 million and $6.7 million as of June 30, 2021 and December 31, 2020, respectively. The fair value methodology for the Private Warrants is categorized as Level 2 because certain inputs to the valuation methodology are unobservable and significant to the fair value adjustment. The Private Warrants have been recorded at fair value based on a Black-Scholes option pricing model with the following material assumptions based on observable and unobservable inputs:
|  | June 30, 2021 |
Expected term (in years) |  | 4.48 |
Volatility |  |  | 34.3 | %
Risk-free interest rate |  |  | 0.76 | %
Strike price |  | $ | 11.50 |
Approximately $1.4 million and $(1.4) million was recorded as a component of interest and other financial income (expenses) in the condensed consolidated statements of operations for the change in the fair value of the Private Warrants for the three and six months ended June 30, 2021, respectively. The Deferred Shares (as defined in Note 13) are measured at fair value at the end of each reporting period and amounted to $1.7 million and $1.6 million as of June 30, 2021 and December 31, 2020, respectively. The fair value methodology for the Deferred Shares categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. The Deferred Shares have been recorded at fair value based on a Monte Carlo pricing model with the following material assumptions based on observable and unobservable inputs:
|  | June 30, 2021 |
Expected term (in years) |  | 5.92 |
Volatility |  |  | 40.2 | %
Risk-free interest rate |  |  | 0.96 | %
Stock price |  | $ | 9.19 |
Approximately $0.2 million and $0 was recorded as a component of interest and other financial income in the condensed consolidated statements of operations for the change in the fair value of the Deferred Shares for the three and six months ended June 30, 2021, respectively. On the Merger Closing Date, the Company entered into an agreement with Ares and certain of its affiliates (the “Ares Put Option”), which generally guarantees Ares a value of approximately $27.3 million at the end of February 2023 for the shares of common stock that the Company issued in consideration for its acquisition of equity in GPM. The Ares Put Option is measured at fair value at the end of each reporting period and amounted to $9.5 million and $9.8 million as of June 30, 2021 and December 31, 2020, respectively. The fair value methodology for the Ares Put Option is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. The Ares Put Option has been recorded at its fair value based on a Monte Carlo pricing model with the following material assumptions based on observable and unobservable inputs:
|  | June 30, 2021 |
Expected term (in years) |  | 1.66 |
Volatility |  |  | 39.4 | %
Risk-free interest rate |  |  | 0.19 | %
Strike price |  | $ | 12.935 |
Approximately $(0.9) million and $0.3 million was recorded as a component of interest and other financial income (expenses) in the condensed consolidated statements of operations for the change in the fair value of the Ares Put Option for the three and six months ended June 30, 2021, respectively.

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- 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. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258 + Details
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