v3.19.3
Fair Value (Tables)
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| Schedule of financial assets and liabilities measured at fair value on a recurring basis and disclosure of the fair value of long-term debt |
| | | | | | | | | | | | | | | | Fair Value at | | Fair Value at | | | September 30, | | December 31, | | | 2019 | | 2018 | Assets: | | | | | | | Other long-term assets (a) | | $ | 6,893 | | $ | 5,064 | | | | | | | | Total Assets | | $ | 6,893 | | $ | 5,064 | | | | | | | | Liabilities: | | | | | | | Interest rate swaps (b) | | $ | 8,312 | | $ | 2,031 | Long-term debt (c) | | | 247,555 | | | 269,739 | Earnout - Henderson (d) | | | 17 | | | 352 | Earnout - Dejana (e) | | | 2,200 | | | 2,200 | Total Liabilities | | $ | 258,084 | | $ | 274,322 |
(a) Included in other assets is the cash surrender value of insurance policies on various individuals that are associated with the Company. The carrying amount of these insurance policies approximates their fair value and is considered Level 2 inputs. (b) Valuation models are calibrated to initial trade price. Subsequent valuations are based on observable inputs to the valuation model (e.g. interest rates and credit spreads). Model inputs are changed only when corroborated by market data. A credit risk adjustment is made on each swap using observable market credit spreads. Thus, inputs used to determine fair value of the interest rate swap are Level 2 inputs. Interest rate swaps of $1,475 and $6,837 at September 30, 2019 are included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively. Interest rate swaps of $127 and $1,904 at December 31, 2018 are included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively. (c) The fair value of the Company’s long-term debt, including current maturities, is estimated using discounted cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements, which is a Level 2 input for all periods presented. Meanwhile, long-term debt is recorded at carrying amount, net of discount and deferred debt issuance costs, as disclosed on the face of the balance sheet. (d) Included in Accrued expenses and other current liabilities in the amount of $17 at September 30, 2019 is the fair value of an obligation for a portion of the potential earnout acquired in conjunction with the acquisition of Henderson Enterprise Group, Inc. (“Henderson”). Included in Accrued expenses and other current liabilities and Other long-term liabilities in the amounts of $213 and $200, respectively, at September 30, 2018 is the fair value of an obligation for a portion of the potential earnout acquired in conjunction with the acquisition of Henderson. Fair value is based upon Level 3 discounted cash flow analysis using key inputs of forecasted future sales as well as a growth rate reduced by the market required rate of return. See reconciliation of liability included below: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended | | Nine Months Ended | | Three Months Ended | | Nine Months Ended | | | September 30, | | September 30, | | September 30, | | September 30, | | | 2019 | | 2019 | | 2018 | | 2018 | | | | | | | | | | | | | | Beginning Balance | | $ | 17 | | $ | 352 | | $ | 444 | | $ | 529 | Adjustments to fair value | | | - | | | (217) | | | — | | | — | Payment to former owners | | | - | | | (118) | | | (31) | | | (116) | Ending balance | | $ | 17 | | $ | 17 | | $ | 413 | | $ | 413 |
(e) Included in Other long-term liabilities in the amount of $2,200 at September 30, 2019 is the fair value of an obligation for a portion of the potential earnout incurred in conjunction with the acquisition of substantially all of the assets of Dejana Truck & Utility Equipment Company, Inc. and certain entities directly or indirectly owned by the Peter Paul Dejana Family Trust dated 12/31/98 (“Dejana”). Included in Other long-term liabilities in the amount of $3,100 at September 30, 2018 is the fair value of an obligation for a portion of the potential earnout incurred in conjunction with the acquisition of Dejana. Fair value is based upon Level 3 inputs of a real options approach where gross sales were simulated in a risk-neutral framework using Geometric Brownian Motion, a well-accepted model of stock price behavior that is used in option pricing models such as the Black-Scholes option pricing model, using key inputs of forecasted future sales and financial performance as well as a risk adjusted expected growth rate adjusted appropriately based on its correlation with the market. There were no adjustments to fair value or payments to former owners in either the three and nine months ended September 30, 2019 or September 30, 2018.
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| Henderson |
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| Schedule of reconciliation of liability |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended | | Nine Months Ended | | Three Months Ended | | Nine Months Ended | | | September 30, | | September 30, | | September 30, | | September 30, | | | 2019 | | 2019 | | 2018 | | 2018 | | | | | | | | | | | | | | Beginning Balance | | $ | 17 | | $ | 352 | | $ | 444 | | $ | 529 | Adjustments to fair value | | | - | | | (217) | | | — | | | — | Payment to former owners | | | - | | | (118) | | | (31) | | | (116) | Ending balance | | $ | 17 | | $ | 17 | | $ | 413 | | $ | 413 |
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- DefinitionTabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.
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- DefinitionTabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).
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