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Fair Value Instruments

3 Months Ended

Mar. 31, 2022

NOTE 16 — FAIR VALUE INSTRUMENTS

The carrying value of financial instruments reported in the accompanying Consolidated Balance Sheets for cash, accounts receivable, accounts payable and accrued expenses payable and other liabilities approximate fair value due to the immediate or short-term nature or maturity of these financial instruments. Based upon current borrowing rates with similar maturities, which are Level 2 fair value inputs, the carrying value of lines of credit, long-term debt, and the guaranteed purchase obligations approximates the fair value as of March 31, 2022 and December 31, 2021.

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value on a recurring basis:

Contingent Consideration

The contingent consideration liability represents the fair value of the future earn-out liability that the Company may be required to pay in conjunction with the acquisitions upon the achievement of certain performance milestones. The earn-out for the acquisitions is measured at fair value in each reporting period, based on Level 3 inputs, with any change to the fair value recorded in the Consolidated Statements of Operations.

PeakLogix

The purchase agreement for the PeakLogix acquisition provides for earn-out payments of a minimum of $2.0 million up to $3.7 million which can be earned through June 30, 2025 based on meeting certain performance milestones. We estimated the fair value of the incremental $1.7 million earn-out payment based on a probability weighted range of outcomes analysis and applied a discount rate that appropriately captures a market participant's view of the risk associated with the obligation. This analysis considered the earn-out payment thresholds, the minimum and maximum range of earn-out payments per the agreement and the expected future cash flows of PeakLogix.

The Company concluded the future minimum cash payments of $2.0 million will be treated as a non-contingent liability and recorded a $1.7 million liability related to the present value of these minimum cash payments at the acquisition date in “Other liabilities” on the Consolidated Balance Sheets. As of March 31, 2022, the non-contingent liability recorded is $1.9 million in “Other current liabilities” and “Other liabilities”. See Note 10, Long-Term Debt, and Note 17, Business Combinations, for further information.

In addition to the non-contingent liability, there is a potential earn-out payment of $1.7 million to be paid to sellers over a five-year period. The Company recorded a $1.0 million earn-out liability as the acquisition date fair value in “Other liabilities” on the Consolidated Balance Sheets. The earn-out was remeasured at December 31, 2021 resulting in a $0.4 million increase in fair value. The remeasurement impact was included in the Consolidated Statements of Operations. As of March 31, 2022, the contingent liability recorded is $1.5 million in “Other current liabilities” and “Other liabilities” on the Consolidated Balance Sheets.

Hilo Equipment & Services (“Hilo”)

The purchase agreement for the Hilo acquisition provides an earn-out payment of $1.0 million based on meeting a certain financial target which can be earned through July 1, 2023. We estimated the fair value of the earn-out liability based on the present value of probability weighted expected future results and recorded a $0.8 million earn-out liability as the acquisition date fair value in “Other liabilities” on the Consolidated Balance Sheets. At December 31, 2021, the earn-out was remeasured resulting in a decrease of $0.4 million in fair value. The earn-out will be remeasured at each balance sheet date using this approach and any resulting increase or decrease will be reflected in the Consolidated Statements of Operations. Going forward, volatility in the amount of Hilo’s actual results and forecasted scenarios could impact the fair value of this contingent consideration. As of March 31, 2022, the contingent liability recorded is $0.5 million in “Other liabilities” on the Consolidated Balance Sheets. See Note 17, Business Combinations, for further information.

Ginop Sales, Inc ("Ginop")

The purchase agreement for the Ginop acquisition provides an opportunity for earn-out payments up to $1.5 million based on meeting certain financial targets which can be earned through December 31, 2023. We estimated the fair value of the incremental earn-out payment based on a probability weighted range of outcomes analysis and applied a discount rate that appropriately captures a market participant's view of the risk associated with the obligation. This analysis considered the earn-out payment thresholds, the minimum and maximum range of earn-out payments per the agreement and the expected future results of Ginop. The earn-out will be remeasured at each balance sheet date using this approach and any resulting increase or decrease will be reflected in the Consolidated Statements of Operations. The Company recorded a $0.9 million earn-out liability as the acquisition date fair value in “Other liabilities” on the Consolidated Balance Sheets. Going forward, volatility in the amount of Ginop’s actual results and forecasted scenarios could impact the fair value of this contingent consideration. As of March 31, 2022, the contingent liability recorded is $0.9 million in “Other current liabilities” and “Other liabilities” on the Consolidated Balance Sheets. See Note 17, Business Combinations, for further information.

The following table sets forth, by level of hierarchy, the Company’s recurring measures at fair value as of March 31, 2022 and December 31, 2021, which was presented in “Other current liabilities” and “Other liabilities” on the Consolidated Balance Sheets (amounts in millions):


	March 31, 2022
	Level 1		Level 2		Level 3
Liabilities: contingent consideration	$	—	$	—	$	2.9

	December 31, 2021
	Level 1		Level 2		Level 3
Liabilities: contingent consideration	$	—	$	—	$	2.8

The following is a summary of changes to Level 3 instruments as of March 31, 2022 and December 31, 2021 (amounts in millions):


	Contingent Consideration
Balance, January 1, 2021	$	1.8
Acquisition of Ginop		0.9
Change in fair value		0.1
Balance, December 31, 2021	$	2.8
Changes in fair value		0.1
Balance, March 31, 2022	$	2.9

- 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.

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