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:

The carrying amounts of cash and cash equivalents, receivables and accounts payable approximate fair value because of the short-term maturity of these instruments. The fair value estimates of long-term debt are based on data for our Term Loan A debt provided by a major financial institution. The fair value estimates for interest rate swap contracts are estimated with the assistance of an independent, third-party valuation expert and verified by obtaining quotes from major financial institutions. We engaged an independent, third-party valuation specialist to determine the fair value estimate for acquisition-related contingent consideration payable based on performance, which were measured primarily through the use of a Monte Carlo simulation.

As of June 30, 2025 and December 31, 2024, acquisition-related contingent consideration liabilities represented additional cash consideration payable related to our October 2023 acquisition of Insolcorp, LLC (“Insolcorp”) and July 2023 acquisition of BOK Modern, LLC (“BOK”) that will be paid upon the final achievement of certain financial and performance milestones. As of June 30, 2025 and December 31, 2024, acquisition-related contingent consideration liabilities of $0.9 million and $1.5 million, respectively, related to the financial and performance milestones for the BOK acquisition and were classified as accounts payable and other accrued expenses on our Condensed Consolidated Balance Sheets. As of June 30, 2025, acquisition-related contingent consideration liabilities of $1.2 million related to the future financial and performance milestones for the Insolcorp acquisition was classified as long-term liabilities on our Condensed Consolidated Balance Sheets. As of December 31, 2024, acquisition-related contingent consideration liabilities of $1.7 million related to financial and performance milestones for the BOK and Insolcorp acquisitions and were classified as long-term liabilities on our Condensed Consolidated Balance Sheets.

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.

Acquisition-related contingent consideration of $2.1 million and $1.7 million as of June 30, 2025 and December 31, 2024, respectively, was measured with the use of significant unobservable inputs, which included financial projections over respective earn-out periods, the volatility of the underlying financial metrics and estimated discount rates. Excluded from the above table were $1.5 million of acquisition-related contingent consideration liabilities outstanding as of December 31, 2024 related to the final achievement of certain financial and performance milestones through December 31, 2024 for the BOK acquisition.

During the six months ended June 30, 2025, we paid $1.5 million of additional cash consideration, which represented the achievement of certain financial and performance milestones through December 31, 2024 for the BOK acquisition. The additional cash consideration paid was classified as cash flows from financing activities in our Condensed Consolidated Statements of Cash Flows, up to the acquisition date fair value. The portion of additional cash consideration paid in excess of the acquisition date fair value was classified as cash flows from operating activities in our Condensed Consolidated Statements of Cash Flows. There was no additional cash consideration paid during the three months ended June 30, 2025.

During the three and six months ended June 30, 2025 and 2024, changes in fair value were primarily due to changes in financial projections over each entity’s earn-out periods and due to changes in valuation inputs. All changes in acquisition-related contingent consideration liabilities subsequent to the initial acquisition-date measurements were recorded as a component of SG&A expenses in our Condensed Consolidated Statements of Earnings and Comprehensive Income.