Held for Sale

12 Months Ended

Dec. 31, 2024

3.	Held for Sale

Assets and liabilities to be disposed of by sale are classified as “held for sale” if their carrying amounts are principally expected to be recovered through a sale transaction rather than through continuing use. The classification occurs when the disposal group is available for immediate sale and the sale is probable. These criteria are generally met when an agreement to sell exists, or management has committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying amount or fair value less costs to sell, and long-lived assets included within the disposal group are not depreciated or amortized. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group. When the net realizable value of a disposal group increases during a period, a gain can be recognized to the extent that it does not increase the value of the disposal group beyond its original carrying value when the disposal group was reclassified as held for sale.

On January 2, 2025, the Company completed the sale of its Mavely entity to Clout.io Holdings, Inc. for $230 million in cash, subject to certain adjustments as set forth in the purchase agreement, including post-closing determination of net working capital and other elements of the purchase price, and a number of shares of the purchaser’s common stock valued by the parties at $20 million.

As of December 31, 2024, the Mavely disposal group, consisting of $26.9 million of current assets, $22.2 million of long-term assets, $13.9 million of current liabilities and $1.3 million of long-term liabilities within the Company’s Rhyz Other segment, was classified as “Current assets held for sale”, “Long-term assets held for sale”, “Current liabilities held for sale” and “Long-term liabilities held for sale” in the Consolidated Balance Sheet. In January 2025, the Company used a portion of the sale proceeds to make a $115.0 million payment on its Credit Agreement term loan facility. The Company determined that as of December 31, 2024, the disposal group met the criteria for classification as held for sale but did not meet the criteria for classification as discontinued operations. The Company recognized income (loss) before provision for income taxes for the Mavely disposal group of $9.0 million, $(7.7) million and $(6.2) million for the years ended December 31, 2024, 2023 and 2022, respectively.

The total assets and liabilities of the Mavely disposal group that have met the classification of held for sale in the Company’s Consolidated Balance sheet are as follows (U.S. dollars in thousands):

	December 31,
	2024		2023
Assets
Current assets
Accounts receivable, net	$	26,455	$	14,184
Prepaid expenses and other		481		132
Total current assets held for sale		26,936		14,316

Property and equipment, net		1,668		—
Goodwill		12,602		12,602
Other intangible assets, net⁽¹⁾		7,934		10,049
Total long-term assets held for sale	$	22,204	$	22,651
Liabilities
Current liabilities
Accounts payable	$	208	$	392
Accrued expenses		13,711		6,664
Total current liabilities held for sale		13,919		7,056

Other liabilities		1,325		2,163
Total long-term liabilities held for sale		1,325		2,163

(1)	Net of accumulated amortization of $8.4 million and $6.3 million as of December 31, 2024 and 2023, respectively.