22. Fair Value Measurements and Financial Instruments

The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e. observable inputs) and the lowest priority to data lacking transparency (i.e. unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. The following is a description of the three hierarchy levels.

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2: Inputs to the valuation methodology include quoted market prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value adjustment.

The fair value of cash and cash equivalents, restricted cash, short-term investments, trade receivables, accounts payable and other current liabilities approximated their carrying values as of December 31, 2023 and 2022 primarily due to the short-term maturity of these instruments. Based on market trades of the Senior Notes close to year-end (Level 1 fair value measurement), the fair value of the Senior Notes was estimated at approximately $391.8 million and $354.7 million as of December 31, 2023 and 2022, respectively, compared to a gross carrying value of $450 million. The fair value of the other long-term debt approximated their carrying values as of December 31, 2023 and 2022 due to the frequency with which interest rates are reset based on changes in prevailing interest rates. The fair value of fuel futures contracts was determined using NYMEX quoted values.

The Contingent Consideration from the Empire acquisition in 2020 is measured at fair value at the end of each reporting period and amounted to $3.4 million and $3.7 million as of December 31, 2023 and 2022, 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 $(0.3) million, $0.3 million and $(0.5) million were recorded as a component of interest and other financial (expenses) income in the consolidated statements of operations for the change in the fair value of the contingent consideration for the years ended December 31, 2023, 2022 and 2021, respectively, and approximately $0.6 million, $2.2 million and $1.7 million of income were recorded as a component of other expenses, net in the consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021, respectively.

The Public Warrants (as defined in Note 11), of which approximately 14.8 million were outstanding as of December 31, 2023, are measured at fair value at the end of each reporting period and amounted to $16.3 million and $25.9 million as of December 31, 2023 and 2022, respectively. The fair value methodology for the Public Warrants is categorized as Level 1. Approximately $(9.6) million, $(0.3) million and $5.5 million were recorded as a component of interest and other financial (income) expenses in the consolidated statements of operations for the change in the fair value of the Public Warrants for the years ended December 31, 2023, 2022 and 2021, respectively.

The Private Warrants (as defined in Note 11), of which approximately 2.5 million were outstanding as of December 31, 2023, are measured at fair value at the end of each reporting period and amounted to $2.5 million and $4.5 million as of December 31, 2023 and 2022, 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:

For the change in the fair value of the Private Warrants, approximately $(2.0) million, $(0.1) million and $0.6 million were recorded as components of interest and other financial (income) expenses in the consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021, respectively.

The Additional Deferred Shares (as defined in Note 17) are measured at fair value at the end of each reporting period and amounted to $1.3 million and $1.4 million as of December 31, 2023 and 2022, respectively. The fair value methodology for the Additional Deferred Shares is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. The Additional 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:

For the change in the fair value of the Additional Deferred Shares, approximately $0.1 million was recorded as a component of interest and other financial income in the consolidated statements of operations for each of the years ended December 31, 2023, 2022 and 2021.

The Ares Put Option (as defined in Note 10), which terminated in 2023, was measured at fair value at the end of each reporting period and amounted to $8.6 million as of December 31, 2022. The fair value methodology for the Ares Put Option was categorized as Level 3 because inputs to the valuation methodology were unobservable and significant to the fair value adjustment. The Ares Put Option was recorded at its fair value based on a Monte Carlo pricing model with the following material assumptions based on observable and unobservable inputs:

Approximately $1.2 million, $(0.3) million and $(0.9) million were recorded as components of interest and other financial expenses (income) in the consolidated statements of operations for the change in the fair value of the Ares Put Option for the years ended December 31, 2023, 2022 and 2021, respectively.