Fair Value of Financial Instruments | 6. Fair Value of Financial Instruments The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The following table sets forth the Company’s financial assets and liabilities measured on a recurring basis at fair value, categorized by input level within the fair value hierarchy. March 31, 2021 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Cash and cash equivalents $ 156,351 $ 156,351 $ — $ — Derivative financial instruments 7,281 — 7,281 — Total assets measured at fair value $ 163,632 $ 156,351 $ 7,281 $ — Liabilities measured at fair value Derivative financial instruments $ 1,515 $ — $ 1,515 $ — Warrant liability 26,761 — — 26,761 Contingent consideration liabilities 46,841 — — 46,841 Total liabilities measured at fair value $ 75,117 $ — $ 1,515 $ 73,602 December 31, 2020 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets measured at fair value Cash and cash equivalents $ 204,301 $ 204,301 $ — $ — Derivative financial instruments 1,824 — 1,824 — Total assets measured at fair value $ 206,125 $ 204,301 $ 1,824 $ — Liabilities measured at fair value Derivative financial instruments $ 1,882 $ — $ 1,882 $ — Warrant liability 21,234 — — 21,234 Contingent consideration liabilities 45,901 — — 45,901 Total liabilities measured at fair value $ 69,017 $ — $ 1,882 $ 67,135 Interest Rate Cap Agreements The Company had interest rate cap contracts with an aggregate notional value of principal of $2.2 billion as of e ach of As of March 31, 2021, $7.3 million and $1.5 million of fair value of the Company’s outstanding interest rate caps were included in “Prepaid expenses and other current assets” and “Other accrued expenses” in the Consolidated Balance Sheets, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2020, $1.8 million, $1.0 million, and $0.9 million of fair value of the Company’s outstanding interest rate caps were included in “Prepaid expenses and other current assets”, “Other accrued expenses”, and “Other long-term liabilities” in the Consolidated Balance Sheets, respectively, with changes in fair value recognized as a component of “Interest expense, net” in the Consolidated Statements of Operations and Comprehensive Loss. During the three months ended March 31, 2021 and 2020, the Company recorded a gain within interest expense, net in the amount of Forward Contracts As of March 31, 2021, the Company had two open Euro forward contracts to hedge foreign currency exposure on a total of €1.2 million, with maturities in fiscal year 2021. As of December 31, 2020, the Company had no open Euro forward contracts. During the three months ended March 31, 2021 and 2020, the Company recognized a gain less than $0.1 million and $0.1 million, respectively, related to changes in fair value of the forward contracts as a component of “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Comprehensive Loss. Warrant Liability The estimated fair value of the liability is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument. The fair value of the warrants on the date of issuance and on each remeasurement date of certain warrants issued by the Company in a private placement in connection with the Closing (the “private placement warrants”) and classified as liabilities is estimated using the Black-Scholes option pricing model using the following assumptions: March 31, 2021 December 31, 2020 Fair value warrants per share $ 3.65 $ 2.90 Share Price $ 11.81 $ 13.17 Exercise price per share $ 11.50 $ 11.50 Term (years) 4.6 years 4.8 years Implied volatility 34.0 % 17.0 % Risk-free interest rate 0.9 % 0.4 % Dividend yield 0.0 % 0.0 % As of March 31, 2021, 7,333,333 26.7 5.5 liability Contingent Consideration Liabilities Each reporting period, the Company measures the fair value of its contingent liabilities by evaluating the significant unobservable inputs and probability weightings using Monte Carlo simulations. Any resulting decreases or increases in the fair value result in a corresponding gain or loss reported in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Comprehensive Loss. As of March 31, 2021, the maximum potential payment outcomes were $289.9 million. The following table summarizes the changes in the carrying value of estimated contingent consideration liabilities: March 31, (in thousands) 2021 2020 Beginning of the period $ 45,901 $ 47,649 Fair value of acquisitions 2,692 17,210 Payments — (2,375 ) Measurement period adjustments (1,181 ) — Changes in fair value (584 ) 4,577 Foreign exchange translation effects 13 (775 ) End of the period $ 46,841 $ 66,286 Since the initial preliminary estimates reported in 2020, the Company has updated certain amounts reflected in the preliminary purchase price allocation, as summarized in the fair values of assets acquired and liabilities assumed as set forth above. Specifically, contingent consideration decreased $1.2 million due to fair value measurement period adjustments. Measurement period adjustments are recognized in the reporting period in which the adjustments are determined and calculated as if the accounting had been completed at the acquisition date. Long-term Debt The following table sets forth the carrying values and fair values of the Company’s financial liabilities measured on a recurring basis, categorized by input level within the fair value hierarchy: (in thousands) Carrying Value Fair Value (Level 2) Balance at March 31, 2021 New Term Loan Credit Facility $ 1,321,688 $ 1,451,134 Notes 775,000 902,118 Notes payable and deferred obligations 2,973 2,973 Total long-term debt $ 2,099,661 $ 2,356,225 (in thousands) Carrying Value Fair Value (Level 2) Balance at December 31, 2020 New Term Loan Credit Facility $ 1,325,000 $ 1,447,993 Notes 775,000 884,826 New Revolving Credit Facility 50,000 50,000 Notes payable and deferred obligations 3,618 3,618 Total long-term debt $ 2,153,618 $ 2,386,437 |