FAIR VALUE MEASUREMENTS (Tables)
|
3 Months Ended |
12 Months Ended |
Mar. 31, 2023 |
Dec. 31, 2022 |
| Fair Value Disclosures [Abstract] |
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| Schedule of Fair Value of Financial Instruments |
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| Schedule of Fair Value of Financial Instruments |
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Level in |
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December 31,
2022 |
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December 31,
2021 |
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Fair Value
Hierarchy |
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|
Carrying
Amount |
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|
Fair
Value |
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|
Carrying
Amount |
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|
Fair
Value |
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| Assets: |
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| Cash and cash equivalents |
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|
1 |
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|
$ |
7,253 |
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|
$ |
7,253 |
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|
$ |
62,937 |
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|
$ |
62,937 |
|
| Restricted cash |
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|
1 |
|
|
|
34 |
|
|
|
34 |
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|
|
185 |
|
|
|
185 |
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| Cash and investment in severance benefit accounts |
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1 |
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|
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3,161 |
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|
3,161 |
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|
3,687 |
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|
3,687 |
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| Liabilities: |
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| Subordinated term loan(a) |
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2 |
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41,528 |
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25,503 |
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|
|
37,991 |
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|
28,376 |
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| Subordinated debt(a) |
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2 |
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|
|
11,119 |
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|
|
7,386 |
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|
|
10,577 |
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|
|
7,674 |
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| Senior term loan(a) |
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2 |
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|
|
40,529 |
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36,680 |
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|
41,063 |
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|
43,276 |
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| Convertible debt |
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2 |
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|
|
43,928 |
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|
48,249 |
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|
41,343 |
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|
44,494 |
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| Long-term debt |
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2 |
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- |
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- |
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- |
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- |
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| Public Warrants |
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1 |
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|
345 |
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|
|
345 |
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|
|
8,510 |
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|
8,510 |
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| Warrants(b) |
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3 |
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|
36 |
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|
36 |
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|
1,317 |
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|
1,317 |
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(a) |
As of December 31, 2022 and 2021, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan under the Fortress Credit Agreement, followed by the junior status of the subordinated term loan and subordinated debt. The implied yields of the senior term loan, subordinated term loan and subordinated debt were 23.00%, 27.18% and 28.78%, respectively, as of December 31, 2022. The implied yields of the senior term loan, subordinated term loan and subordinated debt were 13.8%, 17.16% and 16.83%, respectively, as of December 31, 2021. |
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(b) |
As of December 31, 2022 and 2021, the fair value of warrants outstanding that are classified as liabilities are included in other long-term liabilities in the Company’s consolidated balance sheets. The key inputs to the valuation models that were utilized to estimate the fair value of the Post-Combination Warrants and Private Placement Warrants were as follows as of December 31, 2022: |
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| Schedule of assumptions |
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| Schedule of assumptions |
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Post-
Combination
Warrants |
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|
Private
Placement
Warrants |
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| Assumptions: |
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| Stock price |
|
$ |
1.31 |
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$ |
1.31 |
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| Exercise price |
|
$ |
12.50 - $17.50 |
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|
$ |
11.50 |
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| Risk free rate |
|
|
4.64 |
% |
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|
4.02 |
% |
| Expected volatility |
|
|
101.10 |
% |
|
|
58.50 |
% |
| Dividend yield |
|
|
0.00 |
% |
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|
0.00 |
% |
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| Schedule of assumptions |
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| Schedule of assumptions |
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December 31,
2022 |
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Issuance
Date |
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| Assumptions: |
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| Stock price |
|
$ |
1.31 |
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|
$ |
9.75 |
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| Conversion strike price |
|
$ |
8.00 |
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|
$ |
12.50 |
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| Volatility |
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|
94.00 |
% |
|
|
25.00 |
% |
| Dividend yield |
|
|
0.00 |
% |
|
|
0.00 |
% |
| Risk free rate |
|
|
4.32 |
% |
|
|
0.51 |
% |
| Debt discount rate |
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|
15.10 |
% |
|
|
12.80 |
% |
| Coupon interest rate |
|
|
7.00 |
% |
|
|
7.00 |
% |
| Face amount (in thousands) |
|
|
50,000 |
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|
|
50,000 |
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| Contingent put inputs and assumptions: |
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|
|
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|
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|
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| Probability of fundamental change |
|
|
33.00 |
% |
|
|
25.00 |
% |
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| Schedule of warrants |
| Schedule of warrants |
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| (in thousands) |
|
Warrants |
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|
Conversion option
derivative |
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|
Call and contingent
put derivative |
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| Beginning balance, December 31, 2022 |
|
$ |
36 |
|
|
$ |
3,052 |
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|
$ |
2,301 |
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| Change in fair value |
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|
(7 |
) |
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|
(2,912 |
) |
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|
2,048 |
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| Ending balance, March 31, 2023 |
|
$ |
29 |
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|
$ |
140 |
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|
$ |
4,349 |
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| Schedule of warrants |
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| (in thousands) |
|
Warrants |
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|
Conversion
option
derivative |
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|
Call and
contingent
put
derivative |
|
| Beginning balance, December 31, 2021 |
|
$ |
1,317 |
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|
$ |
1,343 |
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|
$ |
1,651 |
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| Change in fair value |
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|
(1,281 |
) |
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|
1,709 |
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|
|
650 |
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| Ending balance, December 31, 2022 |
|
$ |
36 |
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|
$ |
3,052 |
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|
$ |
2,301 |
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| Schedule of Fair Value of Financial Instruments |
| Schedule of Fair Value of Financial Instruments |
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| |
|
Level in |
|
March 31,
2023 |
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|
December 31,
2022 |
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| |
|
Fair Value |
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
| |
|
Hierarchy |
|
Amount |
|
|
Value |
|
|
Amount |
|
|
Value |
|
| Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
1 |
|
$ |
3,282 |
|
|
$ |
3,282 |
|
|
$ |
7,253 |
|
|
$ |
7,253 |
|
| Restricted cash |
|
1 |
|
|
34 |
|
|
|
34 |
|
|
|
34 |
|
|
|
34 |
|
| Cash and investment in severance benefit accounts |
|
1 |
|
|
3,102 |
|
|
|
3,102 |
|
|
|
3,161 |
|
|
|
3,161 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subordinated term loan – related party(a) |
|
2 |
|
$ |
42,449 |
|
|
$ |
23,474 |
|
|
$ |
41,528 |
|
|
|
25,503 |
|
| Subordinated debt(a) |
|
2 |
|
|
11,256 |
|
|
|
7,001 |
|
|
|
11,119 |
|
|
|
7,386 |
|
| Senior term loan(a) |
|
2 |
|
|
40,993 |
|
|
|
35,188 |
|
|
|
40,529 |
|
|
|
36,680 |
|
| Convertible debt |
|
2 |
|
|
45,492 |
|
|
|
45,880 |
|
|
|
43,928 |
|
|
|
48,249 |
|
| Public Warrants(b) |
|
1 |
|
|
575 |
|
|
|
575 |
|
|
|
345 |
|
|
|
345 |
|
| Warrants(b) |
|
3 |
|
|
29 |
|
|
|
29 |
|
|
|
36 |
|
|
|
36 |
|
|
(a) |
As of March 31, 2023 and December 31, 2022, the fair value of the subordinated term loan, subordinated debt and senior term loan considered the senior status of the senior term loan under the Fortress Credit Agreement, followed by the junior status of the subordinated term loan and subordinated debt. The implied yields of the subordinated term loan – related party, subordinated debt and senior term loan were 33.98%, 37.59% and 28.00%, respectively, as of March 31, 2023 and 23.00%, 27.18% and 28.78%, respectively, as of December 31, 2022. |
|
(b) |
As of March 31, 2023 and December 31, 2022, the fair value of warrants outstanding that are classified as liabilities are included in other long-term liabilities in the Company’s condensed consolidated balance sheets. The key inputs to the valuation models that were utilized to estimate the fair value of the Post-Combination Warrants and Private Placement Warrants as of March 31, 2023 were as follows: |
|
|
| Schedule of assumptions |
| Schedule of assumptions |
|
|
|
|
|
|
|
|
| |
Post-
Combination
Warrants |
|
Private
Placement
Warrants |
|
| Assumptions: |
|
|
|
|
|
|
|
|
| Stock price |
|
$ |
0.69 |
|
|
$ |
0.69 |
|
| Exercise price |
|
$ |
12.50-17.50
|
|
|
$ |
11.50 |
|
| Risk free rate |
|
|
4.78 |
% |
|
|
3.66 |
% |
| Expected volatility |
|
|
101.1 |
% |
|
|
84.20 |
% |
| Dividend yield |
|
|
0.00 |
% |
|
|
0.00 |
% |
|
| Schedule of fair value of the stock options assumptions |
|
|
|
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| |
|
Year Ended
December 31, |
|
| |
|
2022 |
|
|
2021 |
|
| Weighted-average grant date price of our common stock (per share) |
|
$ |
2.21 |
|
|
$ |
3.99 |
|
| Risk-free interest rate |
|
|
4 |
% |
|
|
1.19 |
% |
| Expected volatility |
|
|
76 |
% |
|
|
33.0 |
% |
| Expected term (in years) |
|
|
5 |
|
|
|
5 |
|
| Expected dividend yield |
|
|
- |
% |
|
|
- |
% |
|
| Schedule of assumptions |
| Schedule of assumptions |
|
|
|
|
|
|
|
|
| |
|
March 31,
2023 |
|
|
December 31,
2022 |
|
| Assumptions: |
|
|
|
|
|
|
|
|
| Stock price |
|
$ |
0.69 |
|
|
$ |
1.31 |
|
| Conversion strike price |
|
$ |
8.00 |
|
|
$ |
8.00 |
|
| Volatility |
|
|
92.00 |
% |
|
|
94.00 |
% |
| Dividend yield |
|
|
0.00 |
% |
|
|
0.00 |
% |
| Risk free rate |
|
|
4.12 |
% |
|
|
4.32 |
% |
| Debt discount rate |
|
|
28.00 |
% |
|
|
15.10 |
% |
| Coupon interest rate |
|
|
7.00 |
% |
|
|
7.00 |
% |
| Face amount (in thousands) |
|
$ |
50,000 |
|
|
$ |
50,000 |
|
| Contingent put inputs and assumptions: |
|
|
|
|
|
|
|
|
| Probability of fundamental change |
|
|
50.00 |
% |
|
|
33.00 |
% |
|
|