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Fair Value Measurements
 12 Months Ended
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.