Quarterly report pursuant to Section 13 or 15(d)

Earn-out Liability

v3.22.1
Earn-out Liability
3 Months Ended
Mar. 31, 2022
Reverse Recapitalization [Abstract]  
Earn-out Liability Earn-out Liability
At closing of the Business Combination, certain stockholders were entitled to receive up to 21,241,250 earn-out shares, in the form of common units of Authentic Brands and Class A Common Stock of the Company, if certain milestones were satisfied. A total of 50% of the earn-out shares were issuable ("First Tier Vesting Event"), in the aggregate, if the volume weighted average trading price of the Company's Class A Common Stock is $15.00 or greater for any 20 trading days within a period of 30 trading days prior to the fifth anniversary of the closing of the Business Combination. The remaining 50% of earn-out shares were issuable ("Second Tier Vesting Event"), in the aggregate, if the volume weighted average trading price of the Company’s Class A Common Stock is $20.00 or greater for any 20 trading days within a period of 30 trading days prior to the seventh anniversary of the closing of the Business Combination.

In March 2022, the First Tier Vesting Event occurred, as a result of which 694,062 shares of Class C Common Stock were exchanged for 694,062 shares of Class A Common Stock and 9,926,563 Restricted Common Units were converted into Common Units and the Company issued 9,926,563 shares of Class B Common Stock to the holders thereof.

At the First Tier Vesting Event, the fair value of the liability was remeasured and a realized loss was recorded in the amount of $60,006. The Second Tier Vesting liability was remeasured at the end of the reporting period. The changes in fair value of the earn-out liabilities are recorded as Non-operating income (expense), net in the unaudited consolidated statement of operations.

The following table is a summary of the earn-out shares changes in fair value and the reported balances:

Tier 1 Tier 2 Total
Initial fair value, as of February 9, 2022 $ 112,366  $ 106,312  $ 218,678 
Loss on change in fair value 60,006  111,092  171,098 
First Tier Vesting Event (172,372) —  (172,372)
Balance as of March 31, 2022 $ —  $ 217,404  $ 217,404