Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurements

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Fair Value Measurements
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements
13.
Fair Value Measurements

Accounting standards establish a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair values as follows:

Level 1: Observable inputs such as quoted prices for identical assets in active markets;

Level 2: Inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.

The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level of input that is significant to the fair value measure in its entirety.

The carrying amount of financial assets and liabilities reported in the Consolidated Balance Sheets for commissions and fees receivable net, other current assets, accounts payable, short-term debt, and other accrued liabilities as of June 30, 2024 and December 31, 2023 approximate fair value because of the short-term duration of these instruments. The fair value of long-term debt, including the Term Loan, Senior Secured Notes, the units subject to mandatory redemption, and any current portion of such debt, was $1,972.4 million and $1,976.5 million as of June 30, 2024 and December 31, 2023, respectively. The fair value of the Term Loan and Senior Secured Notes would be classified as Level 2 in the fair value hierarchy and the units subject to mandatory redemption would be classified as Level 3. See Note 7, Debt, for the carrying values of the Company’s debt.

Derivative Instruments

Deal-Contingent Foreign Currency Forward

The Company entered into the Deal-Contingent Forward to manage the risk of appreciation of the GBP-denominated purchase price of the Castel acquisition. The fair value of the Deal-Contingent Forward was determined by comparing the contractual foreign exchange rates to forward market rates for various future dates, probability weighted for when the acquisition was anticipated to close, and discounted to the valuation date. The lowest level of inputs used that are significant in determining the fair value were considered Level 3 inputs. See Note 11, Derivatives, for further information on the Deal-Contingent Forward.

Interest Rate Cap

The Company uses an interest rate cap to manage its exposure to interest rate fluctuations related to the Company’s Term Loan. The fair value of the interest rate cap is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the cap. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The inputs used in determining the fair value of the interest rate cap are considered Level 2 inputs. See Note 11, Derivatives, for further information on the interest rate cap.

Contingent Consideration

The fair values of contingent consideration and contingently returnable consideration are based on the present value of the future expected payments to be made to the sellers and to be received from the sellers, respectively, of certain acquired businesses in accordance with the provisions outlined in the respective purchase agreements, which are Level 3 fair value measurements. In determining fair value, the Company estimates cash payments and receipts based on management’s financial projections of the performance of each acquired business relative to the formula specified by each purchase agreement. The Company utilizes Monte Carlo simulations to evaluate financial projections of each acquired business. The Monte Carlo models consider forecasted revenue and EBITDA and market risk-adjusted revenue and EBITDA, which are run through a series of simulations. As of June 30, 2024, the models used risk-free rates, expected volatility, and a credit spread that ranged from 4.5% to 5.5%, 5.9% to 17.7%, and 1.0% to 3.5%, respectively. As of December 31, 2023, the models used risk-free rates, expected volatility, and a credit spread that ranged from 4.9% to 5.4%, 7.0% to 21.7%, and 3.3% to 4.2%, respectively. The Company discounts the expected payments created by the Monte Carlo model to present value using a risk-adjusted rate that takes into consideration the market-based rates of return that reflect the ability of the acquired entity to achieve its targets. The discount rate ranges used to present value the cash payments were 5.5% to 8.3% and 8.3% to 9.1% as of June 30, 2024 and December 31, 2023, respectively.

Each period, the Company revalues the contingent consideration and contingently returnable consideration associated with certain prior acquisitions to their fair value and records the related changes of the fair value in Change in contingent consideration in the Consolidated Statements of Income. Changes in contingent consideration result from changes in the assumptions regarding probabilities of successful achievement of related EBITDA and revenue milestones, the estimated timing in which milestones are achieved, and the discount rate used to estimate the fair value of the liability. Contingent consideration may change significantly as the Company’s revenue growth rate and EBITDA estimates evolve and additional data is obtained, impacting the Company’s

assumptions. The use of different assumptions and judgments could result in a different estimate of fair value which may have a material impact on the results from operations and financial position. See Note 3, Mergers and Acquisitions, for further information on contingent consideration.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis by fair value hierarchy input level:

 

June 30, 2024

 

 

December 31, 2023

 

 

Level 1

 

Level 2

 

Level 3

 

 

Level 1

 

Level 2

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate cap

$

 

$

29,549

 

$

 

 

$

 

$

29,667

 

$

 

Contingently returnable consideration

 

 

 

 

 

4,868

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

 

 

 

 

44,971

 

 

 

 

 

 

 

41,050

 

Deal-Contingent Forward

 

 

 

 

 

 

 

 

 

 

 

 

852

 

Total assets and liabilities
 measured at fair value

$

 

$

29,549

 

$

49,839

 

 

$

 

$

29,667

 

$

41,902

 

Contingently returnable consideration of $1.1 million and $3.8 million was recorded in Other current assets and Other non-current assets, respectively, on the Consolidated Balance Sheets as of June 30, 2024. Contingent consideration of $41.9 million was recorded in Accounts payable and accrued liabilities on the Consolidated Balance Sheets as of June 30, 2024. Contingent consideration of $3.1 million and $41.1 million was recorded in Other non-current liabilities on the Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, respectively.

Level 3 Assets and Liabilities Measured at Fair Value

The following is a reconciliation of the beginning and ending balances of the Level 3 assets and liabilities measured at fair value:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2024

 

2023

 

 

2024

 

2023

 

Assets

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

 

$

 

 

$

 

$

 

Newly established assets due to acquisitions

 

 

4,868

 

 

 

 

 

4,868

 

 

 

Balance at end of period

 

$

4,868

 

$

 

 

$

4,868

 

$

 

Liabilities

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

46,198

 

$

22,924

 

 

$

41,902

 

$

29,251

 

Total losses included in earnings

 

 

4,157

 

 

2,366

 

 

 

7,510

 

 

3,951

 

Settlements

 

 

(5,384

)

 

 

 

 

(5,384

)

 

(7,912

)

Acquisition measurement period adjustments

 

 

 

 

 

 

 

943

 

 

 

Balance at end of period

 

$

44,971

 

$

25,290

 

 

$

44,971

 

$

25,290

 

 

For the six months ended June 30, 2024, $5.4 million related to the loss on the settlement of the Deal-Contingent Forward is presented in the operating section of the Consolidated Statements of Cash Flows. For the six months ended June 30, 2023, $3.4 million and $4.5 million settlements of contingent consideration are presented in the operating and financing sections, respectively, of the Consolidated Statements of Cash Flows.