Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurement

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Fair Value Measurement
 3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENT FAIR VALUE MEASUREMENT
We recognize our financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the 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 on the measurement date. Three levels of inputs that may be used to measure fair value are as follows:
Level 1: Inputs are based on unadjusted quoted prices for identical instruments traded in active markets. 
Level 2: Inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. 
Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. 
The following table presents the input level used to determine the fair values of our financial instruments measured at fair value on a recurring basis:
Fair Value as of
Level March 31, 2024 December 31, 2023
Assets:
Interest rate swap instruments 2 $ 5,172  $ 3,970 
Liabilities:
Interest rate swap instruments 2 $ —  $ 629 
Make-whole provisions 2 4,755  6,012 
Contingent consideration 3 1,465  1,465 
Total liabilities $ 6,220  $ 8,106 
The following table sets forth a summary of changes in the fair value of contingent consideration liability classified as level 3:
Fair Value as of
March 31, 2024 December 31, 2023
Contingent consideration liability balance at the beginning of period $ 1,465  $ 4,158 
Changes in fair value included in earnings —  347 
Payment of contingent consideration —  (3,040)
Contingent consideration liability balance at the end of period $ 1,465  $ 1,465 
The following table sets forth the fair value and the carrying value of our long-term debt, excluding financing leases:
As of March 31, 2024 As of December 31, 2023
Fair Value Carrying Value Fair Value Carrying Value
Long-term debt (Level 2) $ 1,527,006  $ 1,536,879  $ 1,466,458  $ 1,478,394 
The fair value of our long-term debt was estimated using discounted cash flows analysis, based on our current incremental borrowing rates for similar types of borrowing arrangements which are considered to be level two inputs. There have been no transfers in or out of level two or three financial instruments for the three months ended March 31, 2024 and the year ended December 31, 2023.
We are also required to periodically measure certain other assets at fair value on a nonrecurring basis, including long-lived assets, goodwill and other intangible assets. We calculated the fair value used in our annual goodwill impairment analysis utilizing a discounted cash flow analysis and determined that the inputs used were level 3 inputs. There were no assets recorded at fair value on a non-recurring basis as of March 31, 2024 or December 31, 2023.