Fair Value | 6. Fair Value The following table summarizes, by level within the fair value hierarchy, 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, 2023 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 117,730 $ — $ — $ 117,730 Other assets — 2,500 — 2,500 Total assets $ 117,730 $ 2,500 $ — $ 120,230 Liabilities: Contingent consideration $ — $ — $ — $ — Borrowings — 356,675 — 356,675 Tax receivable agreement — — 185,901 185,901 Total liabilities $ — $ 356,675 $ 185,901 $ 542,576 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Other assets $ — $ 2,500 $ — $ 2,500 Total assets $ — $ 2,500 $ — $ 2,500 Liabilities: Contingent consideration $ — $ — $ 1,000 $ 1,000 Borrowings — 344,280 — 344,280 Tax receivable agreement — — 179,127 179,127 Total liabilities $ — $ 344,280 $ 180,127 $ 524,407 Cash and cash equivalents Cash and cash equivalents contains operating cash and money market funds. They are classified within Level 1 of the fair value hierarchy, as the price is obtained from quoted market prices in an active market. The carrying amounts of the Company’s cash and cash equivalents approximate their fair values due to the short maturities and highly liquid nature of these accounts. 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 actuals or estimates of discounted future cash flows associated with the acquired businesses. 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. 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”) . As of September 30, 2023 and December 31, 2022, the present value of contingent consideration reflects the actual anticipated payments. The following table provides a rollforward of the contingent consideration related to previous business acquisitions. Nine Months Ended September 30, ($ in thousands) 2023 2022 Balance at beginning of period $ 1,000 $ 17,047 Purchases — — Payments ( 1,000 ) ( 12,747 ) Valuation adjustment — ( 4,290 ) Balance at end of period $ — $ 10 Borrowings The revolving credit facility and 2026 Notes are measured at amortized cost, which the carrying value is unpaid principal net of unamortized debt discount and debt issuance costs. The estimated fair value of the revolving credit facility approximates the unpaid principal 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 9. Borrowings for further discussion on borrowings. September 30, 2023 December 31, 2022 ($ in thousands) Carrying value Fair value Carrying value Fair value Revolving credit facility $ — $ — $ 18,177 $ 20,000 2026 Notes 433,454 356,675 433,142 324,280 Total $ 433,454 $ 356,675 $ 451,319 $ 344,280 Tax Receivable Agreement Upon the completion of the Business Combination, the Company entered into 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 within Change in fair value of tax receivable liability in the Company’s Condensed Consolidated Statements of Operations. The Company used a discount rate, also referred to as the Early Termination Rate, as defined in the TRA, to determine the prese nt value, based on a risk-free rate plus a spread , pursuant to the TRA. A rate of 7.03 % was applied to the forecasted TRA payments at September 30, 2023 , 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 $ 3.7 million thr ough accretion expense and a valuation adjustment, related to an increase in the discount rate, which was 6.48 % as of December 31, 2022 , and $ 3.1 million through exchanges of Post-Merger Repay units occurring during the nine months ended September 30, 2023. The following table provides a rollforward of the TRA related to the acquisition and exchanges of Post-Merger Repay Units. See Note 13. Taxation for further discussion on the TRA. Nine Months Ended September 30, ($ in thousands) 2023 2022 Balance at beginning of period $ 179,127 $ 245,828 Purchases 3,058 153 Accretion expense — 5,017 Valuation adjustment 3,716 ( 60,497 ) Balance at end of period $ 185,901 $ 190,501 |