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Fair Value Measurements | 3 Months Ended
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Mar. 31, 2023
Fair Value Disclosures [Abstract] |
Fair Value Measurements |
4. Fair Value Measurements
We use a three-tier fair value hierarchy to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: •Level 1 - Quoted prices for identical assets or liabilities in active markets; •Level 2 - Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and •Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable. Recurring fair value measurements Financial assets and liabilities that are measured at fair value on a recurring basis consisted of the following, as of the dates indicated below:
| Fair value measurement using |  |
(dollars in thousands) | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3) |  | Total
Fair value as of March 31, 2023 |  |  |  |  |  |  |
Financial assets: |  |  |  |  |  |  |
Interest rate swaps | $ | — |  |  | $ | 26,514 |  |  | $ | — |  |  | $ | 26,514 |
Foreign currency forward contracts | — |  |  | 96 |  |  | — |  |  | 96 |
Total financial assets | $ | — |  |  | $ | 26,610 |  |  | $ | — |  |  | $ | 26,610 |
Fair value as of March 31, 2023 |  |  |  |  |  |  |
Financial liabilities: |  |  |  |  |  |  |
Interest rate swaps | $ | — |  |  | $ | 8,920 |  |  | $ | — |  |  | $ | 8,920 |
Foreign currency forward contracts | — |  |  | 499 |  |  | — |  |  | 499 |
Contingent consideration obligations | — |  |  | — |  |  | 2,710 |  |  | 2,710 |
Total financial liabilities | $ | — |  |  | $ | 9,419 |  |  | $ | 2,710 |  |  | $ | 12,129 |
Fair value as of December 31, 2022 |  |  |  |  |  |  |
Financial assets: |  |  |  |  |  |  |
Interest rate swaps | $ | — |  |  | $ | 31,870 |  |  | $ | — |  |  | $ | 31,870 |
Foreign currency forward contracts | — |  |  | 247 |  |  | — |  |  | 247 |
Total financial assets | $ | — |  |  | $ | 32,117 |  |  | $ | — |  |  | $ | 32,117 |
Fair value as of December 31, 2022 |  |  |  |  |  |  |
Financial liabilities: |  |  |  |  |  |  |
Foreign currency forward contracts | $ | — |  |  | $ | 323 |  |  | $ | — |  |  | $ | 323 |
Contingent consideration obligations | — |  |  | — |  |  | 2,710 |  |  | 2,710 |
Total financial liabilities | $ | — |  |  | $ | 323 |  |  | $ | 2,710 |  |  | $ | 3,033 |
Our derivative instruments within the scope of Accounting Standards Codification ("ASC") 815, Derivatives and Hedging, are required to be recorded at fair value. Our derivative instruments that are recorded at fair value include interest rate swaps and foreign currency forward contracts. See Note 7 to these condensed consolidated financial statements for additional information about our derivative instruments. The fair value of our interest rate swaps and foreign currency forward contracts are based on model-driven valuations using Secured Overnight Financing Rate ("SOFR") rates and foreign currency forward rates, respectively, which are observable at commonly quoted intervals. Accordingly, our interest rate swaps and foreign currency forward contracts are classified within Level 2 of the fair value hierarchy. Our financial contracts that were indexed to LIBOR were modified to reference SOFR during the three months ended September 30, 2022. These modifications did not have a significant financial impact. Contingent consideration obligations arise from business acquisitions. The fair values are based on discounted cash flow analyses reflecting a probability-weighted assessment approach derived from the likelihood of possible achievement of specified performance measures or events and captures the contractual nature of the contingencies, commercial risk, and the time value of money. As the fair value measurements for our contingent consideration obligations contain significant unobservable inputs, they are classified within Level 3 of the fair value hierarchy. We believe the carrying amounts of our cash and cash equivalents, restricted cash, accounts receivable, trade accounts payable, accrued expenses and other current liabilities and due to customers approximate their fair values at March 31, 2023 and December 31, 2022, due to the immediate or short-term maturity of these instruments. We believe the carrying amount of our debt approximates its fair value at March 31, 2023 and December 31, 2022, as the debt bears interest rates that approximate market value. As SOFR rates are observable at commonly quoted intervals, our debt under the 2020 Credit Facility (as defined below) is classified within Level 2 of the fair value hierarchy. Our fixed rate debt is also classified within Level 2 of the fair value hierarchy. We did not transfer any assets or liabilities among the levels within the fair value hierarchy during the three months ended March 31, 2023. Non-recurring fair value measurements Assets and liabilities that are measured at fair value on a non-recurring basis include long-lived assets, intangible assets, goodwill and operating lease right-of-use ("ROU") assets. These assets are recognized at fair value during the period in which an acquisition is completed or at lease commencement, from updated estimates and assumptions during the measurement period, or when they are considered to be impaired. These non-recurring fair value measurements, primarily for long-lived assets, intangible assets acquired and operating lease ROU assets, are based on Level 3 unobservable inputs. In the event of an impairment, we determine the fair value of these assets other than goodwill using a discounted cash flow approach, which contains significant unobservable inputs and, therefore, is considered a Level 3 fair value measurement. The unobservable inputs in the analysis generally include future cash flow projections and a discount rate. For goodwill impairment testing, we estimate fair value using market-based methods including the use of market capitalization and consideration of a control premium. There were no material non-recurring fair value adjustments to our long-lived assets, intangible assets, goodwill and operating lease ROU assets during the three months ended March 31, 2023

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- Definition The entire disclosure of the fair value measurement of assets and liabilities, which includes financial instruments measured at fair value that are classified in shareholders' equity, which may be measured on a recurring or nonrecurring basis. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 820 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//820/tableOfContent + Details
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