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Fair Value Measurements
12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Fair Value Measurements on a Recurring Basis
The Company's financial instruments measured at fair value in its Consolidated Balance Sheets on a recurring basis consist of the following:
As ofAs of
 December 31, 2024December 31, 2023
(In thousands)Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Liabilities
Contingent consideration liability (1)
$— $1,191 $— $1,191 $— $4,806 $— $4,806 
Warrants liability (2)
— — — — — — 669 669 
Total$— $1,191 $— $1,191 $— $4,806 $669 $5,475 
(1) The contingent consideration was recognized as part of the 2021 Shareablee acquisition. In April 2022, the contingency was resolved and the full amount was deemed payable. Refer to Footnote 2, Summary of Significant Accounting Policies. In December 2024, the Company elected to settle the third and final installment in cash, which was paid in 2025. As a result, the fair value of this liability as of December 31, 2024 is equal to the payment due. The fair value of this liability as of December 31, 2023 is derived from a technique which utilizes market-corroborated inputs that result in classification as a Level 2 fair value measurement as of such date. The contingent consideration liability is classified within other current liabilities in the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023.
(2) The fair value of this liability was derived from a technique which utilized inputs, certain of which were significant and unobservable, that resulted in classification as a Level 3 fair value measurement. Warrants liability included only the Series A Warrants as of December 31, 2023. Warrants liability was classified within other current liabilities on the Consolidated Balance Sheets. The Series A Warrants expired on June 26, 2024 and there are no warrants outstanding as of December 31, 2024.
There were no changes to the Company's valuation techniques or methodologies during the years ended December 31, 2024 or 2023.
The following tables present the changes in the Company's recurring Level 3 fair value measurements for the years ended December 31, 2024 and 2023:
(In thousands)Warrants Liability
Balance as of December 31, 2022$718 
Total gain recognized due to remeasurement (1)
(49)
Balance as of December 31, 2023$669 
Total gain recognized due to remeasurement and expiration of warrants (1)
(669)
Balance as of December 31, 2024$— 
(1) The gain due to remeasurement and expiration of warrants was recorded in other income, net, in the Consolidated Statements of Operations and Comprehensive Loss. The Series A Warrants expired unexercised on June 26, 2024.
The following table displays the valuation technique and the significant inputs, certain of which are unobservable, for the Company's Level 3 liabilities that existed as of December 31, 2023 that were remeasured on a recurring basis:
Fair Value Measurements
Valuation TechniqueSignificant InputsDecember 31, 2023
Warrants liability Option pricingStock price$16.70
Exercise price$20.20
Volatility75.0%
Term
0.49 years
Risk-free rate5.3%
The primary sensitivities in the valuation of the warrants liability were driven by the exercise price, the Common Stock price at the measurement date and the expected volatility of the Common Stock over the remaining term.
Fair Value Measurements on a Nonrecurring Basis
For the years ended December 31, 2024, 2023 and 2022, the Company recorded goodwill impairment charges of $63.0 million, $78.2 million and $46.3 million, respectively. Refer to Footnote 9, Goodwill and Intangible Assets, for further details. The remeasurement of goodwill is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a discounted cash flow model to determine the estimated fair value of the reporting unit. The Company made estimates and assumptions regarding future cash flows, discount rates, long-term growth rates and market values to determine the reporting unit's estimated fair value. It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the reporting unit, would require the Company to record additional non-cash impairment charges.
For the year ended December 31, 2024, the Company recorded the additional shares of Preferred Stock of $19.6 million within mezzanine equity and $13.0 million within additional paid-in capital, which was based on the calculated fair value net of issuance costs. Refer to Footnote 4, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit), for further details. The initial measurement of the additional shares of Preferred Stock is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a binomial lattice model, a form of the income approach, to determine the fair value of the additional Preferred Stock at the 2024 Issuance Date. The Company used significant inputs and assumptions which included the price and expected volatility of the Common Stock, risk-adjusted discount rate, risk-free rate, expected term, deferred dividends and the timing and probability of a Special Dividend being called and paid as of the 2024 Issuance Date.