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Fair Value Measurements
3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements

NOTE 4. Fair Value Measurements

 

The Company's liabilities measured at fair value on a recurring basis consisted of the following (in thousands):

 

 

 

 

 

Fair value measurement at reporting date

 

 

Total as of
March 31, 2024

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Contingent consideration

$

56,212

 

 

$

 

 

$

 

 

$

56,212

 

Total

$

56,212

 

 

$

 

 

$

 

 

$

56,212

 

 

 

 

 

 

Fair value measurement at reporting date

 

 

Total as of
December 31, 2023

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Contingent consideration

$

61,408

 

 

$

 

 

$

 

 

$

61,408

 

Total

$

61,408

 

 

$

 

 

$

 

 

$

61,408

 

 

The roll-forward of the Level 3 contingent consideration from December 31, 2023 is as follows (in thousands):

 

 

As of
December 31, 2023

 

 

Payment of Contingent Consideration

 

 

Fair Value
Adjustment
(1)

 

 

As of
March 31, 2024

 

Contingent consideration

$

61,408

 

 

$

(7,750

)

 

$

2,554

 

 

$

56,212

 

 

(1)
Fair value adjustments on contingent considerations are reflected within Other (expense) income, net in the Consolidated Statements of Income.

 

The Company reviews and reassesses the estimated fair value of contingent consideration liabilities at each reporting period and the updated fair value could differ materially from the initial estimates. The Company recorded a contingent consideration liability at its estimated fair value at the date of acquisition based on expected future payment. The Company measures contingent consideration recognized in connection with acquisitions at fair value on a recurring basis using significant unobservable inputs classified as Level 3 inputs. The fair value measurement has one significant input of projected financial information. Significant increases or decreases to this input in isolation could result in a significantly higher or lower liability. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and each reporting period and the amount paid will be recognized in earnings. Payments of contingent consideration reduce the corresponding liability, which was recorded upon acquisition and measured on a recurring basis as discussed above.

 

The Company's contingent consideration obligations arise from acquisitions that involve a potential future payment of consideration that is contingent upon the achievement of certain financial or operational metrics. The contingent consideration is classified on the Consolidated Balance Sheets based on expected payment dates. As of March 31, 2024, $16.4 million and $39.8 million were included within Other accrued liabilities and Other noncurrent liabilities on the Consolidated Balance Sheets, respectively. As of December 31, 2023, $25.8 million and $35.6 million were included within Other accrued liabilities and Other noncurrent liabilities on the Consolidated Balance Sheets, respectively. For information related to the contingent consideration agreements, see Note 3 (Business Combinations) in Part II, Item 8., "Financial Statements and Supplementary Data", of the Company's Annual Report on Form 10-K for the year ended

December 31, 2023 as filed with the SEC on February 22, 2024. The Company expects to make the remaining payments on the contingent consideration in 2024 and 2025.