v3.26.1
Fair Value
 6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value

NOTE 5 – FAIR VALUE

The Company carries its financial instruments at fair value using an established fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value, with the exception of its note receivable, deferred consideration from divestitures, and long-term debt.

There are three levels of inputs used in the fair value hierarchy as follows:

Level 1

Quoted prices in active markets for identical assets.

 

 

Level 2

Observable market-based inputs or unobservable inputs that are corroborated by market data.

 

 

Level 3

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

The Company’s derivative financial instruments (as described in Note 4—Financial Instruments), consisting of foreign currency forward contracts, are reported at fair value on a recurring basis and classified as Level 2.

Financial Liabilities Measured at Fair Value on a Recurring Basis

In connection with the non-material acquisition of a managed media advertising business on April 1, 2026, the Company recognized a contingent consideration liability with an initial fair value of $3.7 million, of which $2.2 million was included in other noncurrent liabilities, with the remainder included in accrued liabilities in the condensed consolidated balance sheets as of June 30, 2026. The contingent consideration liability is classified within Level 3 of the fair value hierarchy. The contingent consideration arrangement provides for quarterly cash payments over a two-year period following the acquisition, with payment amounts contingent upon the achievement of specified tiered advertising revenue targets.

Remeasurement of the contingent consideration liability at fair value is required in the reporting period where changes in the contingency occur such as changes in the estimated achievement of the associated advertising revenue targets. Changes in fair value are recognized within selling, general and administrative expense in the condensed consolidated statements of operations. For the three months ended June 30, 2026, there was no change to the contingency, and the Company did not remeasure the fair value of the contingent consideration liability.

Financial Instruments Not Recorded at Fair Value

The following table presents the Company’s financial assets and liabilities recorded at their carrying amount, but for which the fair value is disclosed (in thousands):

 

 

June 30, 2026

 

 

December 31, 2025

 

 

 

Carrying
Amount

 

 

Estimated
Fair Value

 

 

Carrying
Amount

 

 

Estimated
Fair Value

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Note receivable(1)

 

$

33,026

 

 

$

33,906

 

 

$

31,928

 

 

$

33,112

 

Deferred consideration from divestiture(2)

 

 

8,700

 

 

 

11,904

 

 

 

19,895

 

 

 

23,218

 

Total assets

 

$

41,726

 

 

$

45,810

 

 

$

51,823

 

 

$

56,330

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

AR Facility

 

$

40,000

 

 

$

40,000

 

 

$

40,000

 

 

$

40,000

 
(1)
Refer to the AutoSense Divestiture (as described in Note 6—Divestitures) for the current and noncurrent portions of the carrying amount of the Tobii Note as of June 30, 2026. The current portion, which is due from Tobii in April 2027, approximates its fair value.
(2)
Included $11.9 million as of December 31, 2025 of the net carrying amount of the holdback consideration from the Perceive Transaction (as described in Note 6—Divestitures), which approximated the fair value and was classified as
current in the consolidated balance sheets. In April 2026, the Company received the full payment of the holdback consideration.

The fair value of the note receivable, including accrued interest, and the deferred consideration resulting from the AutoSense Divestiture and the Perceive Transaction were estimated based on an income and market approach with valuation inputs such as the U.S. Treasury constant maturity yields, comparable bond yields, and credit spreads over the term of the same or similarly issued instruments. They are classified within Level 2 of the fair value hierarchy.

The Company’s long-term debt includes the AR Facility (as defined in Note 8—Debt and Receivables Securitization) with a floating interest rate based on market conditions, whose carrying amount approximates its fair value. Long-term debt is classified within Level 2 of the fair value hierarchy.