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Fair Value Measurements | 9 Months Ended
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Sep. 30, 2021
Fair Value Measurements |
Fair Value Measurements | 4. Fair Value Measurements ​ Interest Rate Risk Management and Derivative Instruments In April 2020, we entered into interest rate swap agreements to reduce our exposure to variable interest rates on our term loan and revolving credit facility. The notional amount covered by these interest rate swaps was $130.0 million as of September 30, 2021 and decreases to $80.0 million by November 30, 2021 until the termination date of September 30, 2022. ​ We use derivative instruments to manage exposure to market risk, including interest rate risk. Unsettled amounts under our interest rate swaps are recorded on the Balance Sheet at fair value in “Other Receivables” or “Other Current Liabilities.” Gains and losses on our interest rate swaps are recorded on the Income Statement in “Interest Expense.” For the three months ended September 30, 2021 and September 30, 2020, we recognized a net loss of $0.1 million and $0.2 million, respectively, related to our interest rate swaps. For the nine months ended September 30, 2021 and September 30, 2020, we recognized a net loss of $0.4 million and $0.2 million, respectively, related to our interest rate swaps. We currently do not have any derivatives that are accounted for as hedges under ASC 815. ​ Fair Value Measurements ​ We classify and disclose assets and liabilities carried at fair value in one of the following three categories: ​
| ● | Level 1—quoted prices in active markets for identical assets and liabilities;
| ● | Level 2—observable market-based inputs or unobservable inputs that are corroborated by market data; and
| ● | Level 3—significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
​ The following table summarizes the fair values, and levels within the fair value hierarchy in which the fair value measurements fall, for assets and liabilities measured on a recurring basis as of September 30, 2021 and December 31, 2020 (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Fair Value Measurements at September 30, 2021
​ |  | Level 1 |  | Level 2 |  | Level 3 |  | Total
Cash and cash equivalents | ​ | $ | 67,721 | ​ | $ | — | ​ | $ | — | ​ | $ | 67,721
Life insurance—cash surrender value | ​ | $ | — | ​ | $ | 6,683 | ​ | $ | — | ​ | $ | 6,683
Contingent earn-out obligations | ​ | $ | — | ​ | $ | — | ​ | $ | 33,780 | ​ | $ | 33,780
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Fair Value Measurements at December 31, 2020
​ |  | Level 1 |  | Level 2 |  | Level 3 |  | Total
Cash and cash equivalents | ​ | $ | 54,896 | ​ | $ | — | ​ | $ | — | ​ | $ | 54,896
Life insurance—cash surrender value | ​ | $ | — | ​ | $ | 5,420 | ​ | $ | — | ​ | $ | 5,420
Contingent earn-out obligations | ​ | $ | — | ​ | $ | — | ​ | $ | 25,979 | ​ | $ | 25,979
Interest rate swap liability | ​ | $ | — | ​ | $ | 42 | ​ | $ | — | ​ | $ | 42
​ Cash and cash equivalents consist primarily of highly rated money market funds at a variety of well-known institutions with original maturities of three months or less. The original cost of these assets approximates fair value due to their short-term maturity. The fair value for our interest rate swaps is based upon inputs corroborated by observable market data with similar tenors, which are considered Level 2 inputs. The Company’s outstanding term loan held by third-party financial institutions is carried at cost, adjusted for debt issuance costs. The Company’s term loan is not publicly traded and the carrying amount approximates fair value as the loan accrues interest at a variable rate. The carrying value of our borrowings associated with the revolving credit facility approximate its fair value due to the variable rate on such debt. ​ We have life insurance policies covering 89 employees with a combined face value of $63.9 million. The policies are invested in several investment vehicles, and the fair value measurement of the cash surrender balance associated with these policies is determined using Level 2 inputs within the fair value hierarchy and will vary with investment performance. The cash surrender value of these policies was $6.7 million as of September 30, 2021 and $5.4 million as of December 31, 2020. These assets are included in “Other Noncurrent Assets” in our consolidated Balance Sheets. ​ We value contingent earn-out obligations using a probability weighted discounted cash flow method. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreements (e.g., minimum and maximum payments, length of earn-out periods, manner of calculating any amounts due, etc.) and utilizes assumptions with regard to future cash flows and operating income, probabilities of achieving such future cash flows and operating income and a weighted average cost of capital. Significant changes in any of these assumptions could result in a significantly higher or lower potential liability. The contingent earn-out obligations are measured at fair value each reporting period, and changes in estimates of fair value are recognized in earnings. As of September 30, 2021, cash flows were discounted using a weighted average cost of capital ranging from 10.5% - 17.0%. ​ The table below presents a reconciliation of the fair value of our contingent earn-out obligations that use significant unobservable inputs (Level 3) (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Nine Months Ended | ​ | Year Ended | ​
​ |  | September 30, 2021 | ​ | December 31, 2020 | ​
Balance at beginning of period |  | $ | 25,979 | ​ | $ | 28,497 |
Issuances | ​ |  | 16,155 | ​ |  | 16,715 | ​
Settlements | ​ | ​ | (3,831) | ​ | ​ | (10,114) | ​
Adjustments to fair value | ​ |  | (4,523) | ​ |  | (9,119) | ​
Balance at end of period | ​ | $ | 33,780 | ​ | $ | 25,979 | ​
​

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- 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. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258 + Details
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