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Fair Value Measurements | 3 Months Ended
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Mar. 31, 2025
Fair Value Disclosures [Abstract] |
Fair Value Measurements | NOTE 15: FAIR VALUE MEASUREMENTS Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs used to measure fair value into the following hierarchy are determined as follows:
Level 1 - | Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 - | Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
Level 3 - | Unobservable inputs for the asset or liability.
For cash and cash equivalents, accounts receivable, income taxes receivable and accounts payable, the fair value approximates the carrying value due to the short maturity periods of these financial instruments. For long-term borrowings, the fair value is measured using Level 2 market values. The interest rate swaps, interest rate caps and foreign exchange contracts are carried at fair value in the Consolidated Balance Sheets. The fair value measurement is classified within Level 2 of the fair value hierarchy, as the inputs to the derivative pricing model are generally observable and do not contain a high level of subjectivity. The fair value of the interest rate agreements is estimated using industry standard valuation models using market-based observable inputs. Valuation of Contingent Consideration Liability The fair value of earnout consideration was estimated based on applying a Monte Carlo simulation method to forecast achievement of the gross profit targets. This method involves many possible value outcomes which are evaluated to establish an estimated value. Key inputs in the valuation include volatility and discount rates. Due to the significant unobservable inputs used in the valuations, these liabilities are categorized within Level 3 of the fair value hierarchy. The Company determined the initial value for the contingent consideration liability of $15.2 million using the Level 3 inputs as of the issuance date on August 23, 2024. No changes in fair value of contingent consideration liability were recorded during the three months ended March 31, 2025, in the consolidated statements of operations and comprehensive loss as the initial fair value approximates the fair value as of March 31, 2025. The following table represents the significant inputs used in calculating the fair value of the contingent consideration liability on the issuance date and as of March 31, 2025:
Longest midpoint term |  |  | 1.86 |
Gross profit discount rate |  |  | 10.7 | %
Risk-free rate |  |  | 3.9 | %
Gross profit volatility |  |  | 23.3 | %
Payment discount rate |  |  | 13.2 | %
The following table summarizes the carrying amounts and fair values of financial instruments:
|  |  |  |  |  | As of March 31, 2025 |  |  | As of December 31, 2024 |
|  | Balance Sheet Classification |  | Level |  | Carrying Amount |  |  | Fair Value |  |  | Carrying Amount |  |  | Fair Value |
|  |  |  |  |  | (in thousands) |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest rate swaps |  | Prepaid expenses and other current assets |  | 2 |  | $ | 908 |  |  | $ | 908 |  |  | $ | 1,539 |  |  | $ | 1,539 |
Total assets |  |  |  |  |  | $ | 908 |  |  | $ | 908 |  |  | $ | 1,539 |  |  | $ | 1,539 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest rate caps |  | Accrued expenses and other current liabilities |  | 2 |  |  | 8,510 |  |  |  | 8,510 |  |  |  | 8,967 |  |  |  | 8,967 |
Interest rate caps |  | Other non-current liabilities |  | 2 |  |  | 4,043 |  |  |  | 4,043 |  |  |  | 3,709 |  |  |  | 3,709 |
Contingent consideration - current |  | Accrued expenses and other current liabilities |  | 3 |  |  | 7,000 |  |  |  | 7,000 |  |  |  | 7,000 |  |  |  | 7,000 |
Contingent consideration - non-current |  | Other non-current liabilities |  | 3 |  |  | 8,150 |  |  |  | 8,150 |  |  |  | 8,150 |  |  |  | 8,150 |
Long-term debt, including current portion: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
New 2024 Term Loan Facility |  | (1) |  | 2 |  |  | 2,207,593 |  |  |  | 2,244,375 |  |  |  | 2,211,822 |  |  |  | 2,250,000 |
Total liabilities |  |  |  |  |  | $ | 2,235,296 |  |  | $ | 2,272,078 |  |  | $ | 2,239,648 |  |  | $ | 2,277,826 |
(1) The carrying amount of debt instruments is presented net of the debt issuance costs, premium and discount. Refer to Note 8, “Long-Term Debt”, for gross carrying amounts The gains (losses) on the Company’s derivative instruments were as follows:
|  |  |  | Three months ended March 31, |
|  | Statement of Operations Classification |  | 2025 |  |  | 2024 |
|  |  |  | (in thousands) |
Amount of gain (loss) recognized in net income (loss): |  |  |  |  |  |  |  |
Interest rate swaps |  | Interest expense |  | $ | 621 |  |  | $ | 5,187 |
Interest rate caps |  | Interest expense |  |  | (2,699 | ) |  |  | 384 |
Foreign exchange contracts |  | Selling, general and administrative expense |  |  | — |  |  |  | 220 |
Total gain (loss) in net income (loss) |  |  |  | $ | (2,078 | ) |  | $ | 5,791 |
Amount of gain (loss) recognized in other comprehensive income (loss): |  |  |  |  |  |  |  |
Interest rate swaps |  | Cash flow hedge gain |  | $ | (9 | ) |  | $ | 4,803 |
Interest rate caps |  | Cash flow hedge loss |  |  | (2,624 | ) |  |  | 5,376 |
Foreign exchange contracts |  | Cash flow hedge gain (loss) |  |  | — |  |  |  | (617 | )
Total gain recognized in other comprehensive income (loss) |  |  |  | $ | (2,633 | ) |  | $ | 9,562 |

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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/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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