Note 11 - Fair Value Measurements
The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):
December 31, 2025
Level 1Level 2Level 3Total Fair
Value
Measurements
Assets:
Cash equivalent - money market funds$112,329 $— $— $112,329 
Derivative asset - interest rate swaps— 703 — 703 
Derivative asset - foreign currency contracts— 156 — 156 
Investments in equity securities— — 620 620 
$112,329 $859 $620 $113,808 
Liabilities:
Contingent earn-out liability— — 50 50 
$— $— $50 $50 
December 31, 2024
Level 1Level 2Level 3Total Fair
Value
Measurements
Assets:
Cash equivalent - money market funds$102,309 $— $— $102,309 
Derivative asset - interest rate swaps— 5,852 — 5,852 
Investments in equity securities— — 1,150 1,150 
$102,309 $5,852 $1,150 $109,311 
Liabilities:
Contingent earn-out liability— — 2,550 2,550 
$— $— $2,550 $2,550 
There were no transfers between levels between December 31, 2025 and December 31, 2024.
The carrying value of accounts receivable, accounts payable, income tax payable, accrued expenses and other payables approximate their fair values due to the short-term maturities of these instruments.
The Company's derivative assets and liabilities, which consists of interest rate swaps and foreign currency forward contracts, are measured at fair value on a recurring basis using observable market data (Level 2). The fair value of interest rate swaps is estimated using a combined income and market-based valuation methodology based on Level 2 inputs, including forward interest rate yield curves obtained from independent pricing services. The fair value of foreign currency forward contracts are measured using Level 2 inputs, which include observable market inputs such as foreign currency spot and forward rates, interest rate yield curves obtained from independent pricing services, and credit-risk adjustments. Refer to Note 2, Summary of Selected Significant Accounting Policies and Note 12, Derivative Instruments for additional information.
As of December 31, 2025, the Company has a contingent consideration arrangement, consisting of an earn-out payment to former shareholders of Worldwide Vision Limited of up to $150.0 million. The Company determined the fair value of the contingent earn-out liability by using a probability-weighted analysis, and, if the arrangement is long-term in nature, applying a discount rate that captures the risks associated with the duration of the obligation. The number of scenarios in the probability-weighted analyses vary; generally, more scenarios are prepared for longer duration and more complex arrangements. As of December 31, 2025 and 2024, the fair value of the contingent earn-out liability reflected a risk-free rate of 3.5% and 4.2%, respectively. The Company’s contingent earn-out liability is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). As of December 31, 2025 and 2024, the contingent earn-out liability was $0.1 million and $2.6 million, respectively, which is included in “Accrued expenses and other current liabilities” in the accompanying consolidated balance sheets.
The Company classified contingent earn-out arrangements as liabilities at the time of the acquisition, as they will be settled in cash, and remeasures the fair values of the contingent earn-out liabilities each reporting period thereafter until settled. The fair value of the
contingent earn-out liabilities is sensitive to changes in the stock price, discount rates and the timing of the future payments, which are based upon estimates of future achievement of the performance metrics. Changes in fair values of contingent earn-out liabilities are recognized in “General and administrative expense” in the accompanying consolidated statements of operations. The change in fair value of the contingent earn-out liability for the years ended December 31, 2025, 2024 and 2023 was $(2.5) million, $(20.2) million and $(29.6) million, respectively.
Assets and liabilities that are measured at fair value on a non-recurring basis include indefinite-lived intangible assets, long-lived assets, definite-lived intangible assets and goodwill. During the year ended December 31, 2025, the Company recorded impairment charges of $370.0 million for indefinite-lived intangible assets, $3.6 million for the definite-lived intangible assets associated with Official, $4.2 million for the definite-lived intangible assets associated with trademarks, $656.2 million for goodwill and $5.0 million for intangible assets associated with Fruitz asset held for sale. During the year ended December 31, 2024, the Company recorded impairment charges of $670.3 million for indefinite-lived intangible assets, $24.7 million for the Fruitz asset group and $197.2 million for goodwill. The Company determined the fair value of indefinite-lived intangible assets, long-lived assets, definite-lived intangible asset and its reporting unit for goodwill impairment using unobservable inputs (Level 3), except for impairment associated with Fruitz asset held for sale in the 2025 period, for which fair value was determined using exit price (Level 2). Refer to Note 2, Summary of Selected Significant Accounting Policies, Note 8, Goodwill and Intangible Assets, Net, and Note 6, Sale of a Business, for additional information.

Historical Timeline

Fiscal YearFiled
2025Mar 16, 2026Showing above
2024Feb 28, 2025
2023Feb 28, 2024
2022Feb 28, 2023
2021Mar 16, 2022

About Fair Value Disclosures

Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.

Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.