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):
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| December 31, 2025 |
| Level 1 | | Level 2 | | Level 3 | | Total 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 1 | | Level 2 | | Level 3 | | Total 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.