Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurements

v3.22.2.2
Fair Value Measurements
 9 Months Ended
Sep. 30, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
U.S. GAAP defines the fair value of a financial instrument as the amount that would be received from the sale of an asset in an orderly transaction between market participants at the measurement date. The Company is responsible for the determination of fair value and the supporting methodologies and assumptions. The Company uses various pricing sources and third parties to provide and validate the values utilized.
The degree of judgment used in measuring the fair value of financial instruments is generally inversely correlated with the level of observable valuation inputs. Financial instruments with quoted prices in active markets generally have more pricing observability and less judgment is used in measuring fair value. Financial instruments for which no quoted prices are available have less observability and are measured at fair value using valuation models or other pricing techniques that require more judgment.
Assets recorded at fair value are measured and classified in accordance with a fair value hierarchy consisting of the three “levels” based on the observability of inputs available in the marketplace used to measure the fair values as discussed below:
•Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
•Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or
•Level 3: Unobservable inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Management estimates include certain
pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
Recurring Fair Value Measurements
The Company values its investments including commercial paper and floating net asset value money market funds recorded in cash and cash equivalents, investments in marketable debt securities, available-for-sale, assets held in the rabbi trust, deferred compensation liability and contingent and deferred consideration at fair value on a recurring basis.
Fair values for investments included in cash and cash equivalents and marketable debt securities, available-for-sale were determined for each individual security in the investment portfolio and all these securities are Level 1 or 2 measurements as appropriate.
Fair values for assets held in the rabbi trust and related deferred compensation liability were determined based on the cash surrender value of the company owned variable life insurance policies and underlying investments in the trust, and are Level 2 and Level 1 measurements, respectively.
Contingent consideration in connection with acquisitions, is carried at fair value and determined on a contract-by-contract basis, calculated using unobservable inputs based on a probability of achieving EBITDA and other performance requirements, and is a Level 3 measurement. Deferred consideration in connection with acquisitions is carried at fair value and calculated using a discounted cash flow estimate with the only remaining condition on such payments being the passage of time, and is a Level 2 measurement.
Assets and liabilities carried at fair value on a recurring basis consisted of the following (in thousands):
September 30, 2022 December 31, 2021
Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3
Assets:
Assets held in rabbi trust $ 9,222  $ —  $ 9,222  $ —  $ 11,508  $ —  $ 11,508  $ — 
Cash equivalents (1):
             
Commercial paper $ 80,095  $ —  $ 80,095  $ —  $ 8,948  $ —  $ 8,948  $ — 
Money market funds 120,011  120,011  —  —  210,985  210,985  —  — 
$ 200,106  $ 120,011  $ 80,095  $ —  $ 219,933  $ 210,985  $ 8,948  $ — 
Marketable debt securities, available-for-sale:                
Short-term investments:                
U.S. treasuries $ 121,410  $ 121,410  $ —  $ —  $ 35,733  $ 35,733  $ —  $ — 
Corporate debt 89,507  —  89,507  —  —  —  —  — 
ABS and other 842  —  842  —  148,135  —  148,135  — 
$ 211,759  $ 121,410  $ 90,349  $ —  $ 183,868  $ 35,733  $ 148,135  $ — 
Long-term investments:                
U.S. treasuries $ 42,881  $ 42,881  $ —  $ —  $ 70,767  $ 70,767  $ —  $ — 
U.S. government sponsored entities 543  —  543  —  745  —  745  — 
Corporate debt 39,562  —  39,562  —  34,013  —  34,013  — 
ABS and other 6,343  —  6,343  —  7,085  —  7,085  — 
$ 89,329  $ 42,881  $ 46,448  $ —  $ 112,610  $ 70,767  $ 41,843  $ — 
Liabilities:                
Contingent consideration $ 8,024  $ —  $ —  $ 8,024  $ 9,312  $ —  $ —  $ 9,312 
Deferred consideration $ 6,159  $ —  $ 6,159  $ —  $ 9,801  $ —  $ 9,801  $ — 
Deferred compensation liability $ 6,558  $ 6,558  $ —  $ —  $ 8,001  $ 8,001  $ —  $ — 
(1)
 Included in cash and cash equivalents on the accompanying condensed consolidated balance sheets.
There were no transfers in or out of Level 3 during the nine months ended September 30, 2022 and 2021.
During the nine months ended September 30, 2022, the Company considered current and future interest rates and the probability of achieving EBITDA and other performance targets in its determination of fair value for the contingent consideration. The Company is uncertain as to the extent of the volatility in the unobservable inputs in the foreseeable future. Deferred consideration in connection with acquisitions is carried at fair value and calculated using a discounted cash flow estimate with the only remaining condition on such payments being the passage of time.
As of September 30, 2022 and December 31, 2021, contingent and deferred consideration had a maximum undiscounted payment to be settled in cash or stock of $23.8 million and $28.6 million, respectively. Assuming the achievement of the applicable performance criteria and/or service and time requirements, the Company anticipates these payments will be made over the next one to five-year period. Changes in fair value are included in selling, general and administrative expense in the condensed consolidated statements of net income.
A reconciliation of contingent consideration measured at fair value on a recurring basis consisted of the following (in thousands):
Nine Months Ended
September 30,
2022 2021
Beginning balance $ 9,312  $ 5,572 
Contingent consideration in connection with acquisitions —  (100)
Change in fair value of contingent consideration (248) 3,246 
Payments of contingent consideration (1,040) (620)
Ending balance $ 8,024  $ 8,098 
Quantitative information about the valuation technique and significant unobservable inputs used in the valuation of the Company’s Level 3 financial liabilities measured at fair value on a recurring basis consisted of the following (dollars in thousands):
Fair Value at
September 30, 2022		 Valuation Technique Unobservable inputs
Range (Weighted Average)(1)
Contingent consideration $ 8,024  Discounted cash flow Expected life of cash flows
0.7-5.1 years (2.8 years)
Discount rate
6.3%-6.9% (6.7%)
Probability of achievement
0.0%-100.0% (96.3%)
Fair Value at
December 31, 2021		 Valuation Technique Unobservable inputs
Range (Weighted Average)(1)
Contingent consideration $ 9,312  Discounted cash flow Expected life of cash flows
1.4-5.8 years (3.4 years)
Discount rate
2.2%-3.5% (2.9%)
Probability of achievement
29.0%-100.0% (95.2%)
(1)
 Unobservable inputs were weighted by the relative fair value of the instruments.
Nonrecurring Fair Value Measurements
In accordance with U.S. GAAP, from time to time, the Company measures certain assets at fair value on a nonrecurring basis. The Company reviews the carrying value of MSRs, intangibles, goodwill and other assets for indications of impairment at least annually. When indications of potential impairment are identified, the Company may be required to determine the fair value of those assets and record an adjustment for the carrying amount in excess of the fair value determined. Any fair value determination would be based on valuation approaches, which are appropriate under the circumstances and utilize Level 2 and Level 3 measurements as required.
MSRs are recorded at fair value upon acquisition of a servicing contract. The Company has elected the amortization method for the subsequent measurement of MSRs. MSRs are carried at the lower of amortized cost or fair value. MSRs are a Level 3 measurement. The Company’s MSRs do not trade in an active, open market with readily observable prices. The estimated fair value of the Company’s MSRs were developed using a discounted cash flow model that calculates the present value of estimated future net servicing income. The model considers contractual provisions and assumptions of market participants including specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. The Company periodically reassesses and adjusts, when necessary, the underlying inputs and assumptions used to reflect observable market conditions and assumptions that a market participant would consider in valuing an MSR asset. Management uses assumptions in the determination of fair value for MSRs after considering default, severity, prepayment and discount rates related to the specific types and underlying collateral of the various serviced loans, interest rates, refinance rates, and current government and private sector responses on the economic impact of the COVID-19 pandemic. In June 2022, the Company determined to discontinue its
servicing activities and signed an agreement to sell the remaining servicing rights. The sale closed in the third quarter of 2022. See Note 5 – “Selected Balance Sheet Data” for additional information.