FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2025

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, provides guidance for defining, measuring, and disclosing fair value within an established framework and hierarchy. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard established a fair value hierarchy which requires an entity to maximize the use of observable inputs and to minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value within the hierarchy are as follows:

Level 1 – Quoted prices for identical assets and liabilities in active markets;

Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

As of March 31, 2025 and December 31, 2024, the assets and liabilities measured at fair value on a recurring basis were as set forth in the table below:

(In millions)	March 31, 2025		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	7.7	$	7.7	$	—	$	—
Forward currency contracts	3.1		—		3.1		—
Total assets	$	10.8	$	7.7	$	3.1	$	—
Liabilities:
Share swap transaction	$	1.2	$	1.2	$	—	$	—
Total liabilities	$	1.2	$	1.2	$	—	$	—
(In millions)	December 31, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	5.0	$	5.0	$	—	$	—
Total assets	$	5.0	$	5.0	$	—	$	—
Liabilities:
Share swap transaction	$	2.5	$	2.5	$	—	$	—
Contingent payments related to acquisition	$	5.0	$	—	$	—	$	5.0
Total liabilities	$	7.5	$	2.5	$	—	$	5.0

The Company’s Level 1 cash equivalents assets are generally comprised of foreign bank guaranteed certificates of deposit and short term deposits. The forward currency contracts asset is recorded within the "Receivables" line of the condensed consolidated balance sheets. The share swap transaction liability is recorded within the "Accounts payable" line of the condensed consolidated balance sheets. The forward currency contracts and share swap transaction are further described in Note 12 - Financial Instruments.

The Company's Level 3 category includes contingent consideration related to acquisitions, which valuation inputs are unobservable and significant to the fair value measurement. Projections and estimated probabilities are used to estimate future contingent earn-out payments, which are discounted back to present value to compute contingent earn-out liabilities. The following table provides a roll-forward of the contingent consideration liability, which is included in "Accrued expenses and other current liabilities" as of March 31, 2025 and March 31, 2024:

	First Quarter Ended
(In millions)	March 31, 2025		March 31, 2024
Fair value at beginning of period	$	5.0	$	3.0
Adjustments to prior year acquisition	—		1.3
Change in fair value recognized in earnings	—		0.2
Payments	(5.0)		—
Fair value at end of period	$	—	$	4.5

Total debt, including current maturities, have carrying amounts of $164.6 million and $129.4 million and estimated fair values of $163.5 million and $128.0 million as of March 31, 2025 and December 31, 2024, respectively. In the absence of quoted prices in active markets, considerable judgment is required in developing estimates of fair value. Estimates are not necessarily indicative of the amounts the Company could realize in a current market transaction. In determining the fair value of its debt, the Company uses estimates based on rates currently available to the Company for debt with similar terms and remaining maturities. Accordingly, the fair value of debt is classified as Level 2 within the valuation hierarchy.