Fair Value Measurements
ASC 820, Fair Value Measurements and Disclosures, defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The standard utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
•Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
•Level 2: Inputs, other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
•Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
The following table summarizes the basis used to measure the Company’s financial assets (liabilities) at fair value on a recurring basis in the balance sheets at December 31, 2025 and 2024:
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| | December 31, 2025 |
| | Level 1 | | Level 2 | | Level 3 | | Total |
| Assets | | | | | | | |
Trading securities - mutual funds held in nonqualified SERP(1) | $ | 10.8 | | | $ | — | | | $ | — | | | $ | 10.8 | |
| Liabilities | | | | | | | |
Contingent consideration(2) | $ | — | | | $ | — | | | $ | 1.2 | | | $ | 1.2 | |
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| | December 31, 2024 |
| | Level 1 | | Level 2 | | Level 3 | | Total |
| Assets | | | | | | | |
Trading securities - mutual funds held in nonqualified SERP(1) | $ | 10.6 | | | $ | — | | | $ | — | | | $ | 10.6 | |
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(1) The Supplemental Executive Retirement Plan (“SERP”) investment assets are offset by a SERP liability which represents the Company’s obligation to distribute SERP funds to participants. The SERP investment assets and liability are included in Other noncurrent assets and Other noncurrent liabilities, respectively, on the Company’s Consolidated Balance Sheets.
(2) In connection with the acquisition of Micro-LAM, the Company entered into an earnout agreement that may require it to make future cash consideration payments of up to $12.0 million based upon the achievement of certain financial performance targets from January 1, 2026 to December 31, 2027. As of December 31, 2025, $1.2 million of contingent consideration related to the Micro-LAM acquisition is included in Other noncurrent liabilities on the Company’s Consolidated Balance Sheets and was derived using a Monte Carlo simulation model which utilizes inputs including discount rates, volatility rates, and estimated probability of achieving projected revenue and profitability targets. This fair value measurement of contingent consideration is categorized within Level 3 of the fair value hierarchy, as the measurement amount is based primarily on significant inputs that are not observable in the market. The fair value of the contingent consideration is re-measured at each reporting period, and the change in fair value is recognized within Selling, general and administrative expenses in the Company’s Consolidated Statements of Income. There was no change in the fair value measurement of contingent consideration during 2025.
There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 in 2025 or 2024.
The carrying values of the Company’s other financial instruments (i.e., cash and cash equivalents, accounts receivable, accounts payable and accrued expenses) approximate fair value because of the short-term nature of these instruments.
Certain non-financial assets, primarily property, plant and equipment, goodwill and intangible assets, are not required to be measured at fair value on a recurring basis and are reported at their carrying value. However, these assets are required to be assessed for impairment whenever events or circumstances indicate that their carrying value may not be fully recoverable, and at least annually for goodwill and indefinite-lived intangible assets. See Note 6, “Goodwill and Intangible Assets,” for additional information about these assets. The following table provides the fair value of the outstanding indebtedness described in Note 7, “Borrowings,” which is based on quoted market prices and current market rates for debt with similar credit risk and maturity, as well as the carrying value. These fair value measurements are classified as Level 2 within the fair value hierarchy since they are determined based upon significant inputs observable in the market, including interest rates on recent financing transactions to entities with a credit rating similar to the Company’s rating.
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| December 31, 2025 | | December 31, 2024 |
| Fair Value | | Carrying Amount | | Fair Value | | Carrying Amount |
| Total Borrowings, less unaccreted debt discount | $ | 1,773.9 | | | $ | 1,828.8 | | | $ | 1,855.0 | | | $ | 1,970.1 | |