Fair Value Measurements

3 Months Ended

Mar. 31, 2024

A description of the inputs used in the valuation of assets and liabilities is summarized as follows:

Level 1 — Inputs represent unadjusted quoted prices for identical assets or liabilities exchanged in active markets.

Level 2 — Inputs include directly or indirectly observable inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities exchanged in active or inactive markets; quoted prices for identical assets or liabilities exchanged in inactive markets; other inputs that are considered in fair value determinations of the assets or liabilities, such as interest rates and yield curves that are observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks and default rates; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 — Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or liabilities or related observable inputs that can be corroborated at the measurement date. Measurements of non-exchange traded derivative contract assets and liabilities are primarily based on valuation models, discounted cash flow models or other valuation techniques that are believed to be used by market participants. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in pricing assets or liabilities.

Financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 are summarized in the following tables by type of inputs applicable to the fair value measurements:


	Fair Value as of March 31, 2024
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Deferred compensation assets	$	3,629	$	—	$	—	$	3,629
Interest rate swap	—		4,664		—		4,664
Liabilities:
Obligation under tax receivable agreement	$	—	$	—	$	4,896	$	4,896
Deferred compensation liabilities	3,629		—		—		3,629


	Fair Value as of December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Deferred compensation assets	$	3,390	$	—	$	—	$	3,390
Interest rate swap	—		3,140		—		3,140
Liabilities:
Obligation under tax receivable agreement	$	—	$	—	$	15,549	$	15,549
Interest rate swap	—		1,212		—		1,212
Deferred compensation liabilities	3,390		—		—		3,390

The deferred compensation assets are held in mutual funds. The fair value of the deferred compensation assets and liabilities is based on the quoted market prices for the mutual funds and thus represents a Level 1 fair value measurement.

On April 17, 2023, the Company entered into an interest rate swap agreement to manage interest rate exposure. For additional information on the interest swap agreement, see "Note 6 – Long-Term Debt". The carrying value of interest rate swap contract is at fair value, which is determined based on current interest rate and forward interest rates as of the balance sheet date and is classified within Level 2.

On January 4, 2019, the Company entered into a tax receivable agreement (“TRA”) with its former owners. The fair value of the liability was estimated using a discounted cash flow analysis given that the fair value of the liability is expected to approximate the maximum obligation under the TRA. The assumptions used in preparing the discounted cash flow analyses include estimates of interest rates and the timing and amount of incremental cash flows. Given that the information utilized in determining the obligation was not observable in the market, the measurement of the liability represents a Level 3 fair value measurement. The value of the obligation may decrease in-line with decreases in the Company's estimated taxable income. The Company made $0.3 million of remeasurement adjustments during the three months ended March 31, 2024 and no remeasurement adjustments during the three months ended March 31, 2023. The Company made payments of $10.9 million and $24.8 million under the TRA during the three months ended March 31, 2024 and 2023, respectively.

A reconciliation of the beginning and ending balance for the Level 3 measurement are as follows:


(in thousands)
Balance as of December 31, 2023	$	15,549
Additions	19
Payments	(10,939)
Remeasurement adjustment (1)	267
Balance as of March 31, 2024	$	4,896
____________________

(1)Remeasurement adjustments are recognized in selling, general and administrative expense in the consolidated statement of operations.

Fair Value of Other Financial Instruments

The fair value of the Company's outstanding First Lien Term Loan (as defined in "Note 6 – Long-Term Debt") as of March 31, 2024 and December 31, 2023 is based on the quoted market price for the same or similar issues of debt, which represents a Level 2 fair value measurement, is approximately:


	March 31, 2024				December 31, 2023
(in thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
First Lien Term Loan (1)	$	1,054,070	$	1,062,940	$	1,056,253	$	1,070,973
____________________


(1)			The carrying value of the First Lien Term Loan is net of unamortized deferred financing costs of $7.0 million and $7.3 million and unamortized debt discount of $8.5 million and $8.8 million as of March 31, 2024 and December 31, 2023, respectively.

- 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 + Details