v3.22.4
Fair Value Measurements
3 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements
4.
FAIR VALUE MEASUREMENTS:

The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

Level 2 - Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 - Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The following tables summarize the Company’s financial assets and liabilities measured at fair value in the accompanying Unaudited Condensed Consolidated Balance Sheets:

 

 

December 31, 2022

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(Amounts in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap contract

 

$

 

 

$

1,429

 

 

$

 

 

$

1,429

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration liabilities

 

$

 

 

$

 

 

$

80,934

 

 

$

80,934

 

 

 

 

September 30, 2022

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(Amounts in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap contract

 

$

 

 

$

1,528

 

 

$

 

 

$

1,528

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration liabilities

 

$

 

 

$

 

 

$

15,207

 

 

$

15,207

 

There were no transfers between the valuation hierarchy Levels 1, 2, and 3 for the three months ended December 31, 2021 and 2022.

The fair value of the Company’s interest rate swap contract is calculated as the present value of expected future cash flows, determined on the basis of forward interest rates and present value factors. The inputs to the fair value measurements reflect Level 2 inputs. The interest rate swap contract balance is included in other long-term assets in the accompanying Unaudited Condensed Consolidated Balance Sheets. The interest rate swap contract is designated as a cash flow hedge with changes in fair value reported in other comprehensive income in the accompanying Unaudited Condensed Consolidated Statements of Comprehensive Income.

The fair value of the Company's contingent consideration liabilities is based on the present value of the expected future payments to be made to the sellers of the acquired entities in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement. In determining fair value, we estimated the acquired entity’s future performance using financial projections developed by management for the acquired entity and market participant assumptions that were derived for revenue growth and/or profitability. We estimated future payments using the earnout formula and performance targets specified in each purchase agreement and the financial projections just described. The risk associated with the financial projections was evaluated using a Monte Carlo simulation analysis, pursuant to which the projections were discounted to present value using a discount rate that takes into consideration market-based rates of return, and then simulated to reflect the ability of the acquired entity to achieve the earnout targets. The concluded earnout payments were further discounted at our estimated cost of debt, to account for counterparty risk. We note that changes in financial projections, market participant assumptions for revenue growth and/or profitability, or market risk factors, would result in a change in the fair value of recorded earnout obligations.

The following table summarizes ranges for significant quantitative unobservable inputs we utilized in our fair value measurements with respect to contingent consideration liabilities:

Unobservable Input:

 

December 31, 2022

Net operating income projected growth rates

 

23% - 25%

Discount rate

 

11.0%

The contingent consideration liabilities balance is included in accrued expenses and other long-term liabilities in the accompanying Unaudited Condensed Consolidated Balance Sheets. Contingent consideration liabilities, recorded in other long-term liabilities, totaled approximately $6.4 million and $70.3 million as of September 30, 2022 and December 31, 2022, respectively. Changes in fair value and net present value of the contingent consideration liabilities are included in selling, general, and administrative expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations.

The following tables set forth the changes in fair value of our contingent consideration liabilities, which reflect Level 3 inputs, for the three months ended December 31, 2021 and 2022:

 

 

Contingent Consideration Liabilities

 

 

 

2021

 

 

2022

 

 

 

(Amounts in thousands)

 

Beginning balance - September 30,

 

$

12,364

 

 

$

15,207

 

Additions from business acquisitions

 

 

6,030

 

 

 

68,680

 

Settlement of contingent consideration liabilities

 

 

(3,000

)

 

 

(4,000

)

Change in fair value and net present value of contingency

 

 

110

 

 

 

1,047

 

Ending balance - December 31,

 

$

15,504

 

 

$

80,934

 

We determined that the carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, short-term borrowings, term loans, revolving mortgage facility, and other loans payable approximate their fair values because of the nature of their terms and current market rates of these instruments. The fair value of our mortgage facilities, which are not carried at fair value in the accompanying Unaudited Condensed Consolidated Balance Sheets, was determined using Level 2 inputs based on the discounted cash flow method. We estimate the fair value of our mortgage facilities using a present value technique based on current market interest rates for similar types of financial instruments that reflect Level 2 inputs. The following table summarizes the carrying value and fair value of our mortgage facilities as of September 30, 2022 and December 31, 2022:

 

 

September 30, 2022

 

 

December 31, 2022

 

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

 

(Amounts in thousands)

 

Mortgage facility payable to Flagship Bank

 

$

6,355

 

 

$

6,403

 

 

$

5,581

 

 

$

6,279

 

Mortgage facility payable to Seacoast National Bank

 

 

16,681

 

 

 

17,098

 

 

 

13,778

 

 

 

17,060

 

Mortgage facility payable to Hancock Whitney Bank

 

 

24,977

 

 

 

25,192

 

 

 

21,943

 

 

 

24,714