v3.26.1
Fair Value Measurements
3 Months Ended
Mar. 31, 2026
BW Ultimate Parent, LLC and Subsidiaries  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Fair value measurements

9.

Fair value measurements

The Company follows the provisions of FASB ASC 820 Fair Value Measurement (“ASC 820”), which defines fair value and establishes a hierarchy for inputs used in measuring fair value that maximize the use of observable inputs and minimize the use of unobservable inputs, requiring that inputs that are most observable be used when available. Observable inputs are inputs that market participants operating within the same marketplace as the Company would use in pricing the Company’s assets or liability based on independently derived and observable market data. Unobservable input cannot be sourced from a broad active market in which assets or liabilities identical or similar to those of the Company are traded. The Company estimates the price of any assets for which there are only unobservable inputs by using assumptions that market participants that have investments in the same or similar assets would use as determined by the money managers for each investment based on best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the degree to which the exit price is independently observable or determinable as follows:

Level 1 - Valuation based on quoted market prices in active markets for identical assets or liabilities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date.

Level 3 - Valuation based on inputs that are unobservable and reflect management’s best estimate of what market participants would use as fair value.

The following table summarizes the fair value hierarchy of the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2026, and December 31, 2025:

Fair Value Measurement at the end of 

March 31, 2026, and December 31, 2025

Level 1

Level 2

Level 3

2026

2025

2026

2025

2026

2025

Description

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Cash equivalents

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Overnight Investments

$

52,984

$

28,272

$

$

$

$

Total Cash equivalents

$

52,984

$

28,272

$

$

$

$

Derivatives

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Redeemable senior preferred membership interests

$

$

$

$

$

$

Total Derivatives

$

$

$

$

$

$

Total

$

52,984

$

28,272

$

$

$

$

Valuation techniques and methodologies

Cash, Accounts receivables, Accounts payable, Accrued expenses and other noncurrent liabilities: The carrying amount approximates fair value due to the short maturity of these instruments.

Debt: The fair value of the Company’s debt is estimated based on the current rates offered to the Company for debt of the same or similar issues. Based on the variable rate interest (Level 2) in-place, the fair value of the Company’s debt approximated its carrying value on March 31, 2026, and December 31, 2025.

Derivative liability: The probability of near term payoff of the Redeemable Senior Preferred Membership Interests has decreased the value of the derivative to $0 as of March 31, 2026, and December 31, 2025.

The table presented below is a summary of changes in the fair value of the Company’s Level 3 valuation for the derivative liability during the three months ended March 31, 2026, and the year ended December 31, 2025, were as follows:

Change in fair value of derivative liability

Balance at December 31, 2024

  ​ ​ ​

$

900

Change in fair value

 

(900)

Balance at December 31, 2025

$

Change in fair value

 

Balance at March 31, 2026

$

There were no transfers between Levels 1, 2, and 3 during the reporting period.

Nonrecurring fair value measurements

The Company also measures certain assets at fair value on a nonrecurring basis, including other investments, goodwill, property and equipment, operating lease right-of-use assets, and finance lease right-of-use assets when impairment indicators are present.

The fair value of these assets is based on management’s estimates of the amount that could be realized from the sale of assets in a current transaction between willing parties. Impairment is evaluated and recorded throughout the year, as necessary. The fair value estimates are derived from offers, actual sale or disposition of assets, and other indications of fair value, which are considered Level 3 inputs. The Level 3 inputs of fair value measurement are significantly influenced

by market conditions, including changes in supply and demand, interest rates and financing conditions, inflation, and broader economic trends.