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Fair Value of Financial Instruments | 3 Months Ended
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Mar. 31, 2024
Fair Value Disclosures [Abstract] |
Fair Value of Financial Instruments | Note 4. Fair Value of Financial Instruments The Company measures and reports certain cash equivalents, including money market funds and certificates of deposit, derivative interest rate swap agreement, and contingent consideration at fair value in accordance with the provisions of the authoritative accounting guidance that addresses fair value measurements. This guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1: Observable inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Other inputs, such as quoted prices for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3: Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies or similar techniques. The financial instruments carried at fair value were determined using the following inputs (in thousands):
| Fair Value at March 31, 2024 |  | Level 1 |  | Level 2 |  | Level 3
Cash equivalents: |  |  |  |  |  |  |
Money market funds | $ | 110,294 |  |  | $ | 110,294 |  |  | $ | — |  |  | $ | — |
Other assets: |  |  |  |  |  |  |
Interest rate swap derivatives | $ | 4,373 |  |  | $ | — |  |  | $ | 4,373 |  |  | $ | — |
Other long-term liabilities: |  |  |  |  |  |  |
Interest rate swap derivatives | $ | 534 |  |  | $ | — |  |  | $ | 534 |  |  | $ | — |
Contingent consideration | $ | 7,461 |  |  | $ | — |  |  | $ | — |  |  | $ | 7,461 |
| Fair Value at December 31, 2023 |  | Level 1 |  | Level 2 |  | Level 3
Cash equivalents: |  |  |  |  |  |  |
Money market funds | $ | 108,462 |  |  | $ | 108,462 |  |  | $ | — |  |  | $ | — |
Other assets: |  |  |  |  |  |  |
Interest rate swap derivatives | $ | 3,505 |  |  | $ | — |  |  | $ | 3,505 |  |  | $ | — |
Other long-term liabilities: |  |  |  |  |  |  |
Interest rate swap derivatives | $ | 6,017 |  |  | $ | — |  |  | $ | 6,017 |  |  | $ | — |
Contingent consideration | $ | 7,461 |  |  | $ | — |  |  | $ | — |  |  | $ | 7,461 |
The Company’s other financial instruments, including accounts receivable, other current assets, accounts payable, accrued liabilities and other liabilities, are carried at cost, which approximates fair value due to the relatively short maturity of those instruments. Fair Value of Long-Term Debt As of March 31, 2024, the fair value of the 0% convertible notes due 2025 (the “2025 Convertible Notes”) was approximately $152.7 million, and the 0% convertible notes due 2026 (the “2026 Convertible Notes”) was approximately $551.2 million. The fair value for these convertible notes was determined based on the quoted price for such notes in an inactive market on the last trading day of the reporting period and is considered as Level 2 in the fair value hierarchy. As of March 31, 2024, the carrying amount of the Term Loan was $385.0 million. As there are no embedded features or other variable features, the fair value of the Term Loan approximated its carrying value. As of March 31, 2024, the fair value of the 8.5% senior notes due 2030 (the “2030 Senior Notes”) was approximately $416.0 million. The fair value for the 2030 Senior Notes was determined based on the quoted price for such notes in an inactive market on the last trading day of the reporting period and is considered as Level 2 in the fair value hierarchy. Fair Value of Derivative Instruments The Company’s interest rate swap derivative, which is considered as Level 2 in the fair value hierarchy, is valued using a discounted cash flow model that utilizes observable inputs including forward interest rate data at the measurement date. Contingent Consideration The contingent consideration as presented in the fair-value table above is related to the Company’s acquisition of Hopin in the third quarter of 2023, and represents the future potential earn-out payments based on the achievement of specified performance targets over multiple years, paid quarterly in cash. The fair value of the contingent consideration liability was determined using a Monte Carlo simulation that includes significant unobservable inputs including the discount rate and projected revenues over the earn-out period. This contingent liability was classified as level 3 within the fair value hierarchy. There was no change in the estimated fair value of the contingent consideration during the three months ended March 31, 2024.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2 + Details
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