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Fair Value Measurements | 12 Months Ended
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Dec. 31, 2024
Fair Value Disclosures [Abstract] |
Fair Value Measurements | Note 9. Fair Value Measurements As of December 31, 2024, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below:
|  | December 31, 2024 |
(in millions) |  | Total |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Assets |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 31.1 |  |  | $ | 31.1 |  |  | $ | — |  |  | $ | — |
Money market mutual funds(a) |  |  | 163.7 |  |  |  | 163.7 |  |  |  | — |  |  |  | — |
Total assets at fair value |  | $ | 194.8 |  |  | $ | 194.8 |  |  | $ | — |  |  | $ | — |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |
Market-based share awards liability(b) |  | $ | 0.5 |  |  | $ | — |  |  | $ | — |  |  | $ | 0.5 |
Contingent consideration(b) |  |  | 10.7 |  |  |  | — |  |  |  | — |  |  |  | 10.7 |
Total liabilities at fair value |  | $ | 11.2 |  |  | $ | — |  |  | $ | — |  |  | $ | 11.2 |
(a) The Company’s money market mutual funds of $163.7 million as of December 31, 2024 are included within cash and cash equivalents in the consolidated balance sheets. The money market mutual funds are traded in active markets and quoted in broker or dealer quotations and are classified as Level 1 assets. The fair value of the Company’s money market mutual funds are based on unadjusted quoted prices on the reporting date. (b) The market-based share awards liability of $0.5 million as of December 31, 2024 is included within other noncurrent liabilities in the consolidated balance sheet. The fair value of the Company’s market-based share awards and contingent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. Contingent consideration of $0.7 million as of December 31, 2024 is included within contingent consideration in the consolidated balance sheets and contingent consideration of $10.0 million is included within other noncurrent liabilities in the consolidated balance sheets. As of December 31, 2023, the Company’s assets and liabilities measured at fair value on a recurring basis are categorized in the table below:
|  | December 31, 2023 |
(in millions) |  | Total |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Assets |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 27.2 |  |  | $ | 27.2 |  |  | $ | — |  |  | $ | — |
Money market mutual funds(a) |  |  | 177.0 |  |  |  | 177.0 |  |  |  | — |  |  |  | — |
Total assets at fair value |  | $ | 204.2 |  |  | $ | 204.2 |  |  | $ | — |  |  | $ | — |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |
Market-based share awards liability(b) |  | $ | 0.8 |  |  | $ | — |  |  | $ | — |  |  | $ | 0.8 |
Contingent consideration(b) |  |  | 6.9 |  |  |  | — |  |  |  | — |  |  |  | 6.9 |
Total liabilities at fair value |  | $ | 7.7 |  |  | $ | — |  |  | $ | — |  |  | $ | 7.7 |
(a) The Company’s money market mutual funds are based on the closing price of these assets as of the reporting date. The fair value of the Company’s money market mutual funds are based on unadjusted quoted prices on the reporting date. The Company’s money market mutual funds are quoted in an active market and classified as Level 1 assets. (b) Included within other noncurrent liabilities in the consolidated balance sheet. The fair value of the Company’s market-based share awards and contingent consideration are derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions. The contingent consideration liability of $10.7 million as of December 31, 2024 consists of liabilities of $0.7 million, $9.2 million and $0.8 million, which are expected to be paid in 2025, 2027 and 2028, respectively. As of December 31, 2024 and 2023, the contingent consideration liability related to the acquisition of Advertising Week was $2.3 million and $4.9 million, respectively, which consisted of two potential payments, the 2023 payment and the 2026 payment. During 2023, the specified EBITDA target for the 2023 payment was not met and therefore this amount as of December 31, 2024 represents the estimated 2026 payment. The 2026 payment is based on a range of multiples, which are dependent upon the acquisition’s 5-year compounded annual EBITDA growth rate from 2021 through 2026, being applied to the average annual EBITDA growth in calendar years 2024, 2025 and 2026, from a specified EBITDA target, less the 2023 payment. The 2026 payment is expected to be settled in the second quarter of 2027. The 2026 payment is not capped as it is based on increases in EBITDA. Therefore, there is no pre-determined upper limit to the undiscounted range. Contingent consideration related to the Company’s other acquisitions amounted to $8.4 million and $2.0 million as of December 31, 2024 and 2023, respectively. These contingent payments are based on the achievement of various revenue or EBITDA growth metrics. The Company expects to pay $0.7 million, $6.9 million and $0.8 million, in 2025, 2027 and 2028, respectively, related to these contingent consideration liabilities as of December 31, 2024. The Company paid $0.2 million in contingent consideration during the first quarter of 2024 in relation to the Company’s acquisition of AV-iQ. The Company paid $3.7 million in contingent consideration during the second quarter of 2023 in relation to the Company’s acquisition of PlumRiver. The contingent consideration paid during the first quarter of 2023 in relation to the Company’s acquisition of EDspaces was not material. The Company’s contingent consideration liabilities are remeasured based on the methodologies described above at the end of each reporting period. As a result of these remeasurements, during 2024, 2023 and 2022, the Company recorded a $1.2 million, $2.4 million and $33.6 million decrease in the fair value of its contingent consideration liabilities, respectively, which is included in selling, general and administrative expense in the consolidated statements of (loss) income and comprehensive (loss) income. The determination of the fair value of the contingent consideration liabilities could change in future periods. Any such changes in fair value will be reported in selling, general and administrative expense in the consolidated statements of (loss) income and comprehensive (loss) income. The table below summarizes the changes in fair value of the Company’s contingent consideration liabilities during the years ended December 31, 2024, 2023 and 2022:
(in millions) |  | 2024 |  |  | 2023 |  |  | 2022 |
Balance at beginning of period |  | $ | 6.9 |  |  | $ | 12.3 |  |  | $ | 36.2 |
Payment of contingent consideration |  |  | (0.2 | ) |  |  | (3.7 | ) |  |  | (6.5 | )
Fair value remeasurement adjustments |  |  | (1.2 | ) |  |  | (2.4 | ) |  |  | (33.6 | )
Business acquisition |  |  | 5.2 |  |  |  | 0.7 |  |  |  | 6.9 |
Measurement period adjustment |  |  | — |  |  |  | — |  |  |  | 8.9 |
Contingent compensation |  |  | — |  |  |  | — |  |  |  | 0.4 |
Balance at end of period |  | $ | 10.7 |  |  | $ | 6.9 |  |  | $ | 12.3 |
The market-based share award liability was $0.5 million and $0.8 million as of December 31, 2024 and 2023, respectively. Changes in the fair value of the market-based share award liability is included in selling, general and administrative expense in the consolidated statements of (loss) income and comprehensive (loss) income. The determination of the fair value of the market-based share award liability could change in future periods. See Note 12, Stock-Based Compensation, for additional information with respect to the market-based share awards.

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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/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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