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Financial Instruments and Contingent Consideration

9 Months Ended

Sep. 30, 2021

Financial Instruments and Contingent Consideration

NOTE 15. FINANCIAL INSTRUMENTS AND CONTINGENT CONSIDERATION

We do not hold or issue financial instruments for trading purposes. The estimated fair values of our financial instruments and contingent consideration are as follows:


	September 30, 2021						December 31, 2020
	Carrying amount			Estimated fair value			Carrying amount			Estimated fair value
(Liabilities), net:
Total long-term debt, including current portion	$	(627.4	)	$	(623.6	)	$	(715.5	)	$	(715.5	)
Interest rate swap contracts		(20.3	)		(20.3	)		(28.9	)		(28.9	)
Acquisition-related contingent consideration		(7.1	)		(7.1	)		(16.9	)		(16.9	)

The carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued expenses approximate fair value because of the short-term maturity of these instruments. The fair value estimates of long-term debt are based on quotes from a major financial institution of recently observed trading levels of our Term Loan A debt. The fair value estimates for interest rate swap contracts are estimated by obtaining quotes from major financial institutions with verification by internal valuation models. We

engage independent, third-party valuation specialists to determine the fair value estimates for contingent consideration, which are based on a Monte Carlo simulation.

Fair value is defined as the exchange 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 at the measurement date. Three levels of inputs may be used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets or liabilities;

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; or

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The fair value measurement of liabilities measured at fair value on a recurring basis and reported on the Condensed Consolidated Balance Sheets is summarized below:


	September 30, 2021						December 31, 2020
	Fair value based on						Fair value based on
	Other observable inputs			Other unobservable inputs			Other observable inputs			Other unobservable inputs
	Level 2			Level 3			Level 2			Level 3
(Liabilities), net:
Interest rate swap contracts	$	(20.3	)	$	-		$	(28.9	)	$	-
Acquisition-related contingent consideration		-			(7.1	)		-			(16.9	)

The contingent consideration liability represents the estimated fair value of additional cash consideration payable related to the Moz and Turf acquisitions upon the achievement of certain financial and performance milestones. The contingent consideration is measured on a recurring basis and significant unobservable inputs used in the fair value measurement of the contingent consideration liability include the financial projections over the earn-out period, the volatility of the underlying financial metrics and estimated discount rates. All changes in the contingent consideration liability subsequent to the initial acquisition-date measurements were recorded as a component of operating income on our Condensed Consolidated Statements of Operations and Comprehensive Income.

The following table summarizes the weighted average of the significant unobservable inputs as of September 30, 2021:


	Moz			Turf
Unobservable input
Volatility		19.0	%		17.8	%
Discount rates		2.6	%		2.6	%

Unobservable inputs were weighted based on the relative fair value of the components of contingent consideration. See Note 4 for further information.

The changes in fair value of the acquisition-related contingent consideration liability for the three months ended March 31, 2021, June 30, 2021 and September 30, 2021 were as follows:


	Fair Value of Contingent Consideration
Balance as of December 31, 2020	$	16.9
Change in fair value of contingent consideration		0.2
Balance as of March 31, 2021	$	17.1
Change in fair value of contingent consideration		(9.7	)
Balance as of June 30, 2021	$	7.4
Change in fair value of contingent consideration		(0.3	)
Balance as of September 30, 2021	$	7.1

During the three and nine months ended September 30, 2021, we recorded $0.3 million and $9.8 million of income from the change in fair value of acquisition-related contingent consideration. These changes in fair value were primarily due to changes in the Turf and Moz financial projections over each entity’s respective earn-out period.

- 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.

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