Financial Instruments and Contingent Consideration

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

Financial Instruments and Contingent Consideration

NOTE 18. FINANCIAL INSTRUMENTS AND CONTINGENT CONSIDERATION

We do not hold or issue financial instruments for trading purposes. The estimated fair values of our financial instruments and contingent consideration are as follows:

	December 31, 2025						December 31, 2024
	Carrying amount			Estimated fair value			Carrying amount			Estimated fair value
Liabilities, net
Total long-term debt, including current portion	$	(406.7	)	$	(406.7	)	$	(525.1	)	$	(525.1	)
Interest rate swap contracts		(3.4	)		(3.4	)		(1.5	)		(1.5	)
Acquisition-related contingent consideration		(3.4	)		(3.4	)		(3.2	)		(3.2	)

The carrying amounts of cash and cash equivalents, receivables and accounts payable approximate fair value because of the short-term maturity of these instruments. The fair value estimates of long-term debt were based on data for our Term Loan A debt provided by a major financial institution. The fair value estimates for interest rate swap contracts were estimated with the assistance of an independent, third-party valuation expert and verified by obtaining quotes from major financial institutions. The fair value estimates for acquisition-related contingent consideration liabilities that are payable based on future performance were measured primarily through the use of a Monte Carlo simulation by an independent, third-party valuation specialist.

As of December 31, 2025, acquisition-related contingent consideration liabilities represented additional cash consideration payable related to the September 2025 acquisition of Geometrik, the October 2023 acquisition of Insolcorp and the July 2023 acquisition of BOK that will be paid upon the final achievement of certain financial and performance milestones. As of December 31, 2024, acquisition-related contingent consideration liabilities represented additional cash consideration payable related to the acquisition of Insolcorp and the acquisition of BOK based upon the final achievement of certain financial and performance milestones.

The classification of acquisition-related contingent consideration liabilities on our Consolidated Balance Sheets is summarized below:

Balance Sheet Location	December 31, 2025		December 31, 2024
Accounts payable and accrued expenses (1)	$	1.5	$	1.5
Other long-term liabilities (2)		1.9		1.7

(1)Acquisition-related contingent consideration related to financial and performance milestones for the BOK acquisition.

(2)Acquisition-related contingent consideration related to future financial and performance milestones for the Geometrik and Insolcorp acquisitions as of December 31, 2025, and future financial and performance milestones for the BOK and Insolcorp acquisitions as of December 31, 2024.

The fair value measurement of assets and liabilities measured at fair value on a recurring basis and reported on the Consolidated Balance Sheets is summarized below:

	December 31, 2025						December 31, 2024
	Fair value based on						Fair value based on
	Other observable inputs			Other unobservable inputs			Other observable inputs			Other unobservable inputs
	Level 2			Level 3			Level 2			Level 3
Liabilities, net:
Interest rate swap contracts	$	(3.4	)	$	-		$	(1.5	)	$	-
Acquisition-related contingent consideration		-			(1.9	)		-			(1.7	)

Acquisition-related contingent consideration of $1.9 million and $1.7 million as of December 31, 2025 and 2024, respectively, was measured with the use of significant unobservable inputs, which included financial projections over the earn-out period, the volatility of the underlying financial metrics and estimated discount rates. Acquisition-related contingent consideration liabilities of $1.5 million related to the BOK acquisition as of December 31, 2025 and 2024 have been excluded from the table above as these liabilities were not measured based on Level 3 inputs as performance milestone achievements were known.

The following table summarizes the weighted average of the significant unobservable inputs as of December 31, 2025:

	Geometrik			Insolcorp
Unobservable input
Volatility		23.4	%		25.9	%
Discount rates		3.6	%		3.6	%

The changes in fair value of the acquisition-related contingent consideration liabilities for the years ended December 31, 2025, 2024 and 2023 were as follows:

	Fair Value of Contingent Consideration
Balance as of December 31, 2022	$	15.2
Cash consideration paid		(15.2	)
Acquisition date fair value of BOK contingent consideration		0.8
Acquisition date fair value of Insolcorp contingent consideration		0.7
Loss related to change in fair value of contingent consideration		0.1
Balance as of December 31, 2023	$	1.6
Loss related to change in fair value of contingent consideration		1.6
Balance as of December 31, 2024	$	3.2
Cash consideration paid		(1.5	)
Acquisition date fair value of Geometrik contingent consideration		0.3
Loss related to change in fair value of contingent consideration		1.4
Balance as of December 31, 2025	$	3.4

During 2025, 2024 and 2023, the changes in fair value were primarily due to changes in financial projections over each entity’s earn-out periods and changes in valuation inputs.

During 2025, we paid $1.5 million of additional cash consideration, which represented the achievement of certain financial and performance milestones through December 31, 2024 for the BOK acquisition. During 2023, we paid $15.2 million of additional cash consideration for the acquisition of Turf Design, Inc., which represented the final achievement of certain financial and performance milestones through December 31, 2022.