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Financial Instruments and Contingent Consideration | 6 Months Ended
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Jun. 30, 2025
Fair Value Disclosures [Abstract] |
Financial Instruments and Contingent Consideration | NOTE 15. 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:
|  | June 30, 2025 |  |  | December 31, 2024 |
|  | Carrying Amount |  |  | Estimated Fair Value |  |  | Carrying Amount |  |  | Estimated Fair Value |
Liabilities, net: |  |  |  |  |  |  |  |  |  |  |  |
Total long-term debt, including current portion |  | $ | (484.3 | ) |  | $ | (484.3 | ) |  | $ | (525.1 | ) |  | $ | (525.1 | )
Interest rate swap contracts |  |  | (4.0 | ) |  |  | (4.0 | ) |  |  | (1.5 | ) |  |  | (1.5 | )
Acquisition-related contingent consideration |  |  | (2.1 | ) |  |  | (2.1 | ) |  |  | (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 are based on data for our Term Loan A debt provided by a major financial institution. The fair value estimates for interest rate swap contracts are estimated with the assistance of an independent, third-party valuation expert and verified by obtaining quotes from major financial institutions. We engaged an independent, third-party valuation specialist to determine the fair value estimate for acquisition-related contingent consideration payable based on performance, which were measured primarily through the use of a Monte Carlo simulation. As of June 30, 2025 and December 31, 2024, acquisition-related contingent consideration liabilities represented additional cash consideration payable related to our October 2023 acquisition of Insolcorp, LLC (“Insolcorp”) and July 2023 acquisition of BOK Modern, LLC (“BOK”) that will be paid upon the final achievement of certain financial and performance milestones. As of June 30, 2025 and December 31, 2024, acquisition-related contingent consideration liabilities of $0.9 million and $1.5 million, respectively, related to the financial and performance milestones for the BOK acquisition and were classified as accounts payable and other accrued expenses on our Condensed Consolidated Balance Sheets. As of June 30, 2025, acquisition-related contingent consideration liabilities of $1.2 million related to the future financial and performance milestones for the Insolcorp acquisition was classified as long-term liabilities on our Condensed Consolidated Balance Sheets. As of December 31, 2024, acquisition-related contingent consideration liabilities of $1.7 million related to financial and performance milestones for the BOK and Insolcorp acquisitions and were classified as long-term liabilities on our Condensed Consolidated Balance Sheets. 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 at the measurement date. Three levels of inputs may be used to measure fair value: Level 1 — Quoted prices in active markets for identical assets or liabilities; Level 2 — Observable inputs other than quoted prices included in Level 1, such as 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; or other inputs that are observable or can be corroborated by observable market data; or Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The liabilities measured at fair value on a recurring basis and reported on the Condensed Consolidated Balance Sheets is summarized below:
|  | June 30, 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 |  | $ | (4.0 | ) |  | $ | - |  |  | $ | (1.5 | ) |  | $ | - |
Acquisition-related contingent consideration |  |  | - |  |  |  | (2.1 | ) |  |  | - |  |  |  | (1.7 | )
Acquisition-related contingent considerati on of $2.1 million and $1.7 million as of June 30, 2025 and December 31, 2024, respectively, was measured with the use of significant unobservable inputs, which included financial proj ections over respective earn-out periods, the volatility of the underlying financial metrics and estimated discount rates. Excluded from the above table were $1.5 million of acquisition-related contingent consideration liabilities outstanding as of December 31, 2024 related to the final achievement of certain financial and performance milestones through December 31, 2024 for the BOK acquisition. The following table summarizes the weighted average of the significant unobservable inputs as o f June 30, 2025:
|  | BOK |  |  | Insolcorp |
Unobservable input |  |  |  |  |  |
Volatility |  |  | 27.5 | % |  |  | 25.0 | %
Discount rates |  |  | 4.0 | % |  |  | 3.8 | %
The changes in fair value of the acquisition-related contingent consideration liabilities for the three and six months ended June 30, 2025 and 2024 were as follows:
|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Fair value of contingent consideration as of beginning of period |  | $ | 2.0 |  |  | $ | 1.3 |  |  | $ | 3.2 |  |  | $ | 1.6 |
Cash consideration paid |  |  | - |  |  |  | - |  |  |  | (1.5 | ) |  |  | - |
Loss related to change in fair value of contingent consideration |  |  | 0.1 |  |  |  | 0.7 |  |  |  | 0.4 |  |  |  | 0.4 |
Fair value of contingent consideration as of end of period |  | $ | 2.1 |  |  | $ | 2.0 |  |  | $ | 2.1 |  |  | $ | 2.0 |
During the six months ended June 30, 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. The additional cash consideration paid was classified as cash flows from financing activities in our Condensed Consolidated Statements of Cash Flows, up to the acquisition date fair value. The portion of additional cash consideration paid in excess of the acquisition date fair value was classified as cash flows from operating activities in our Condensed Consolidated Statements of Cash Flows. There was no additional cash consideration paid during the three months ended June 30, 2025. During the three and six months ended June 30, 2025 and 2024, changes in fair value were primarily due to changes in financial projections over each entity’s earn-out periods and due to changes in valuation inputs. All changes in acquisition-related contingent consideration liabilities subsequent to the initial acquisition-date measurements were recorded as a component of SG&A expenses in our Condensed Consolidated Statements of Earnings and Comprehensive Income.

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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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