Fair Value Measurements
Assets and Liabilities Measured at Fair Value
The Company’s contingent earn-out liabilities are measured at fair value. These liabilities were estimated using Level 3 inputs. The fair value of contingent consideration are predominantly determined based on a probability-based approach which includes projected results, percentage probability of occurrence and the application of a discount rate to present value the payments. A significant change in projected results, discount rate, or probabilities of occurrence could result in a significantly higher or lower fair value measurement. Changes in the fair value of contingent earn-out liabilities are reflected in other operating expenses on the Company’s consolidated statements of operations.
The following table presents the changes in Level 3 contingent earn-out liabilities:
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| Balance December 29, 2023 | | | | | | | | | | | | | $ | 9,765 | |
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| Cash payments | | | | | | | | | | | | | (5,750) | |
| Changes in fair value | | | | | | | | | | | | | (3,265) | |
| Balance December 27, 2024 | | | | | | | | | | | | | 750 | |
| Acquisition value | | | | | | | | | | | | | 1,350 | |
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| Cash payments | | | | | | | | | | | | | (1,500) | |
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| Balance December 26, 2025 | | | | | | | | | | | | | $ | 600 | |
The contingent earn-out liability as of December 26, 2025 is long-term and reflected as other liabilities on the Company’s consolidated balance sheets. The liability as of December 27, 2024 is short-term and reflected in accrued liabilities on the Company’s consolidated balance sheets. Contingent earn-out liability payments made soon after the acquisition date of a business combination are classified as investing activities on the Company’s consolidated statements of cash flows. Contingent earn-out liability payments not made soon after the acquisition date of a business combination that are in excess of the acquisition date fair value of the underlying contingent earn-out liability are classified as operating activities and all other such payments are classified as financing activities.
Fair Value of Financial Instruments
The carrying amounts reported in the Company’s consolidated balance sheets for accounts receivable and accounts payable approximate fair value due to their immediate to short-term nature. The fair values of the asset-based loan facility and term loan approximated their book values as of December 26, 2025 and December 27, 2024 as these instruments had variable interest rates that reflected current market rates available to the Company and are classified as Level 2 fair value measurements.
The following table presents the carrying value and fair value of the Company’s convertible notes, Italco Note and GreenLeaf Note (more fully described in Note 9). The fair value of the 2028 Convertible Senior Notes was based on bid/ask quotes as of or near the balance sheet date. The fair value of the Italco Note at December 26, 2025 and the GreenLeaf Note at December 27, 2024 was determined based upon observable market prices of similar debt instruments.
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| | | December 26, 2025 | | December 27, 2024 |
| Fair Value Hierarchy | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
| 2028 Convertible Senior Notes | Level 2 | $ | 287,500 | | | $ | 442,750 | | | $ | 287,500 | | | $ | 365,556 | |
| Italco Note | Level 2 | $ | 10,700 | | | $ | 10,768 | | | $ | — | | | $ | — | |
| GreenLeaf Note | Level 2 | $ | — | | | $ | — | | | $ | 5,000 | | | $ | 5,070 | |
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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.