v3.25.2
Fair Value Measurements
 6 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements FAIR VALUE MEASUREMENTS
The Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows:
As of June 30, 2025
(in thousands)Level 1Level 2Level 3Total
Assets      
Money market investments (1) 
$— $6,008 $— $6,008 
Marketable equity securities (2)
889,515 — — 889,515 
Other current investments (3)
— 8,633 — 8,633 
Total Financial Assets
$889,515 $14,641 $— $904,156 
Liabilities
  
  
  
Contingent consideration liabilities (4)
$— $— $1,349 $1,349 
Interest rate swaps (5) 
— 2,475 — 2,475 
Mandatorily redeemable noncontrolling interest (6)
— — 21,516 21,516 
Total Financial Liabilities
$— $2,475 $22,865 $25,340 

As of December 31, 2024
(in thousands)Level 1Level 2Level 3Total
Assets
  
  

  
Money market investments (1) 
$— $3,908 $— $3,908 
Marketable equity securities (2)
852,434 — — 852,434 
Other current investments (3)
— 6,309 — 6,309 
Foreign exchange swap (7)
— 710 — 710 
Total Financial Assets
$852,434 $10,927 $— $863,361 
Liabilities
  
  

  
Contingent consideration liabilities (4)
$— $— $1,419 $1,419 
Interest rate swaps (5)
— 1,419 — 1,419 
Mandatorily redeemable noncontrolling interest (6)
— — 159,548 159,548 
Total Financial Liabilities
$— $1,419 $160,967 $162,386 
____________
(1)
The Company’s money market investments are included in cash and cash equivalents and the value considers the liquidity of the counterparty.
(2)
The Company’s investments in marketable equity securities are held in common shares of U.S. corporations that are actively traded on U.S. stock exchanges. Price quotes for these shares are readily available.
(3)
Includes mutual funds, which are valued using a market approach based on the quoted market prices of the security or inputs that include quoted market prices for similar instruments.
(4)
Included in Accounts payable, vehicle floor plan payable and accrued liabilities and Other Liabilities. The Company determined the fair value of the contingent consideration liabilities using either a Monte Carlo simulation, Black-Scholes model, or probability-weighted analysis depending on the type of target included in the contingent consideration requirements (revenue, EBITDA, client retention). All analyses included estimated financial projections for the acquired businesses and acquisition-specific discount rates.
(5)
Included in Other Liabilities. The Company utilized a market approach model using the notional amount of the interest rate swaps multiplied by the observable inputs of time to maturity and market interest rates.
(6)
The fair value of the mandatorily redeemable noncontrolling interest is based on the fair value of the underlying subsidiaries owned by GHC One and GHC Two, after taking into account any debt and other noncontrolling interests of its subsidiary investments. The fair value of the owned subsidiaries is determined using enterprise value analyses which include an equal weighing between guideline public company and discounted cash flow analyses.
(7)Included in Other current assets and valued based on a valuation model that calculates the differential between the contract price and the market-based forward rate.
The following tables provide a reconciliation of changes in the Company’s financial liabilities measured at fair value on a recurring basis, using Level 3 inputs:
(in thousands)Contingent consideration liabilitiesMandatorily redeemable noncontrolling interest
As of December 31, 2024
$1,419 $159,548 
Changes in fair value (1)
— 67,560 
Capital contributions
— 80 
Accretion of value included in net income (1)
100 — 
Settlements or distributions
(317)(205,672)
Foreign currency exchange rate changes
147 — 
As of June 30, 2025
$1,349 $21,516 
(in thousands)Contingent consideration liabilitiesMandatorily redeemable noncontrolling interest
As of December 31, 2023$788 $40,764 
Acquisition of business1,298 — 
Changes in fair value (1)
(75)75,415 
Capital contributions
— 21 
Accretion of value included in net income (1)
6 — 
Settlements or distributions
(719)(305)
Foreign currency exchange rate changes
(14)— 
As of June 30, 2024$1,284 $115,895 
____________
(1)Changes in fair value and accretion of value of contingent consideration liabilities are included in Selling, general and administrative expenses and the changes in fair value of mandatorily redeemable noncontrolling interest is included in Interest expense in the Company’s Condensed Consolidated Statements of Operations.
Mandatorily Redeemable Noncontrolling Interest. The mandatorily redeemable noncontrolling interest represents the ownership portion of a group of minority shareholders, consisting of a group of senior managers of the healthcare business, in subsidiaries of GHG. The Company established GHC One and GHC Two as vehicles to invest in a portfolio of healthcare businesses together with the group of senior managers of GHG. As the holder of preferred units, the Company is obligated to contribute 95% of the capital required for the acquisition of portfolio investments with the remaining 5% of the capital coming from the group of senior managers. The operating agreements of GHC One and GHC Two require the dissolution of the entities on March 31, 2026, and March 31, 2029, respectively, at which time the net assets will be distributed to its members. As a preferred unit holder, the Company will receive an amount up to its contributed capital plus a preferred annual return of 8% (guaranteed return) after the group of senior managers has received the redemption of their 5% interest in net assets (manager return). All distributions in excess of the manager and guaranteed return will be paid to common unit holders, which currently comprise the group of senior managers of GHG. The Company may convert its preferred units to common units at any time after which it will receive 80% of all distributions in excess of the manager return, with the remaining 20% of excess distributions going to the group of senior managers as holders of the other common units. The mandatorily redeemable noncontrolling interest is reported as a current and noncurrent liability at June 30, 2025 and a noncurrent liability at December 31, 2024 in the Condensed Consolidated Balance Sheets.
Other. During the three and six months ended June 30, 2024, the Company recorded goodwill and intangible asset impairment charges of $26.3 million. The remeasurement of goodwill and other long-lived assets is classified as a Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a discounted cash flow model to determine the estimated fair value of the reporting unit and other long-lived assets. The Company made estimates and assumptions regarding future cash flows, discount rates and long-term growth rates.
During the three and six months ended June 30, 2025, the Company recorded impairment losses of $12.7 million to equity securities that are accounted for as cost method investments. During the three and six months ended June 30, 2024, the Company recorded impairment losses of $0.3 million and $0.7 million, respectively, to those securities.