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Fair Value Measurements | 12 Months Ended
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Dec. 31, 2021
Fair Value Disclosures [Abstract] |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair Values Fair value is the 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. ASC 820, “Fair Value Measurement,” establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Assets and Liabilities Measured at Fair Value on a Recurring Basis In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. During the periods presented, there were no transfers between fair value hierarchical levels. Assets Measured at Fair Value on a Nonrecurring Basis Certain assets, specifically other intangible and long-lived assets, are measured at fair value on a nonrecurring basis in periods subsequent to initial recognition. Assets measured at fair value on a nonrecurring basis as of December 31, 2021 and 2020 are categorized based on the lowest level of significant input to the valuation. The assets are measured at fair value when our impairment assessment indicates a carrying value for each of the assets in excess of the asset’s estimated fair value. Undiscounted cash flows, a Level 3 input, are utilized in determining estimated fair values. During each of the years ended December 31, 2021, 2020 and 2019, we did not record any impairments on these assets required to be measured at fair value on a nonrecurring basis. Estimated Fair Value of Financial Instruments Accounts receivable, accounts payable and accrued liabilities as of December 31, 2021 and 2020 approximate fair value due to the short-term maturities of these financial instruments. The carrying amounts of certain long-term debt, including the Term Loan and ABL Revolver as of December 31, 2021 and 2020, approximate fair value due to the variable rate nature of the agreements. The carrying amounts of our operating lease right-of-use assets and the obligations associated with our operating and finance leases as well as our vehicle and equipment notes approximate fair value as of December 31, 2021 and 2020. All debt classifications represent Level 2 fair value measurements. Derivative financial instruments are measured at fair value based on observable market information and appropriate valuation methods. Contingent consideration liabilities arise from future earnout payments to the sellers associated with certain acquisitions and are based on predetermined calculations of certain future results. These future payments are estimated by considering various factors, including business risk and projections. The contingent consideration liabilities are measured at fair value by discounting estimated future payments, calculated based on a weighted average of various future forecast scenarios, to their net present value. The fair values of financial assets and liabilities that are recorded at fair value in the Consolidated Balance Sheets and not described above were as follows (in thousands):
| As of December 31, 2021 |  | As of December 31, 2020
| Total |  | Level 1 |  | Level 2 |  | Level 3 |  | Total |  | Level 1 |  | Level 2 |  | Level 3
Financial assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash equivalents | $ | 258,055 |  |  | $ | 258,055 |  |  | $ | — |  |  | $ | — |  |  | $ | 170,398 |  |  | $ | 170,398 |  |  | $ | — |  |  | $ | — |
Derivative financial instruments | 14,830 |  |  | — |  |  | 14,830 |  |  | — |  |  | 5,130 |  |  | — |  |  | 5,130 |  |  | — |
Total financial assets | $ | 272,885 |  |  | $ | 258,055 |  |  | $ | 14,830 |  |  | $ | — |  |  | $ | 175,528 |  |  | $ | 170,398 |  |  | $ | 5,130 |  |  | $ | — |
Financial liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Contingent consideration | $ | 11,170 |  |  | $ | — |  |  | $ | — |  |  | $ | 11,170 |  |  | $ | 4,004 |  |  | $ | — |  |  | $ | — |  |  | $ | 4,004 |
Derivative financial instruments | 1,937 |  |  | — |  |  | 1,937 |  |  | — |  |  | 324 |  |  | — |  |  | 324 |  |  | — |
Total financial liabilities | $ | 13,107 |  |  | $ | — |  |  | $ | 1,937 |  |  | $ | 11,170 |  |  | $ | 4,328 |  |  | $ | — |  |  | $ | 324 |  |  | $ | 4,004 |
See Note 5, Cash and Cash Equivalents, for more information on cash equivalents included in the table above. Also see Note 11, Derivatives and Hedging Activities, for more information on derivative financial instruments. The change in fair value of the contingent consideration (a Level 3 input) was as follows (in thousands):
Contingent consideration liability—January 1, 2021 | $ | 4,004 |
Preliminary purchase price | 8,400 |
Fair value adjustments | (413) |
Accretion in value | 1,154 |
Amounts cancelled | (1,035) |
Amounts paid to sellers | (940) |
Contingent consideration liability—December 31, 2021 | $ | 11,170 |
The accretion in value of contingent consideration liabilities is included within administrative expenses on the Consolidated Statements of Operations and Comprehensive Income. The carrying values and associated fair values of financial assets and liabilities that are not recorded at fair value in the Consolidated Balance Sheets and not described above include our Senior Notes. To estimate fair value of our Senior Notes, we utilized third-party quotes which are derived all or in part from model prices, external sources or market prices. The Senior Notes represent a Level 2 fair value measurement and are as follows (in thousands):
| As of December 31, 2021 |  | As of December 31, 2020
| Carrying Value |  | Fair Value |  | Carrying Value |  | Fair Value
Senior Notes (1) | $ | 300,000 |  |  | $ | 311,028 |  |  | $ | 300,000 |  |  | $ | 320,013 |
(1)Excludes the impact of unamortized debt issuance costs. Also see Note 8, Long-Term Debt, for more information on our Senior Notes.

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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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