Quarterly report [Sections 13 or 15(d)]

Financial Instruments

v3.25.1
Financial Instruments
3 Months Ended
Mar. 31, 2025
Text Block [Abstract]  
Financial Instruments

Note 9 — Financial Instruments

Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows:

Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying values of cash, receivables, payables and accrued liabilities approximate their fair values because of the short-term nature of these financial instruments. Balances due to and due from related parties have no terms and are payable on demand, thus are also considered current and short-term in nature, hence carrying value approximates fair value.

The component of the Company’s long-term debt attributed to the host liability is recorded at amortized cost. Investments in debt instruments that are held to maturity are also recorded at amortized cost.

The following table summarizes the fair value hierarchy for the Company’s financial assets and financial liabilities that are re-measured at their fair values periodically:

 

 

 

As of March 31, 2025

 

As of December 31, 2024

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long term investments

 

$

6

 

$

 

$

836

 

$

842

 

$

10

 

$

 

$

853

 

$

863

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration payable

 

$

 

$

 

$

3,109

 

$

3,109

 

$

 

$

 

$

3,127

 

$

3,127

There were no transfers or change in valuation method between Level 1, Level 2, and Level 3 within the fair value hierarchy during the three months ended March 31, 2025 and 2024.

The Company’s investment in 4Front Venture Corp. as of March 31, 2025 and December 31, 2024, is considered to be a Level 1 instrument because it is comprised of shares of a public company, and there is an active market for the shares and observable market data available.

Level 1 investments are comprised of equity investments which are re-measured at fair value using quoted market prices.

Level 3 investments are comprised of two investments made by the Company in which it holds an equity interest. The Company exercises significant influence for one of these investments and therefore records this investment under the equity method. The investment was initially recognized at cost and the Company recognizes its proportionate share of earnings and losses from the investment each reporting period.

The following table summarizes the changes in Level 1 and Level 3 financial assets:

 

 

Financial Assets

 

 

 

4Front Venture Corp.

 

 

The Pharm Stand, LLC

 

 

Island Thyme, LLC

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2024

 

$

10

 

$

125

 

$

728

Additions

 

 

 

 

 

 

Revaluations

 

 

(4)

 

 

 

 

Loss on equity method investments

 

 

 

 

 

 

(17)

Balance as of March 31, 2025

 

$

6

 

$

125

 

$

711

 

The Company’s financial and non-financial assets such as prepayments, other assets including equity accounted investments, property, plant and equipment, and intangibles, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized.

 

Financial Liabilities

The following table summarizes the changes in the Company's Level 3 financial liabilities:

 

 

 

Financial Liabilities

 

 

 

Contingent Consideration Payable

 

 

 

 

Balance as of December 31, 2024

 

$

3,127

Consideration paid

 

 

Revaluations

 

 

(18)

Balance as of March 31, 2025

 

$

3,109

 

The Company’s contingent consideration payable relates to the additional Earn-Out to be paid as part of the Cheetah Acquisition and is categorized as a Level 3 financial instrument within the fair value hierarchy, as specific valuation techniques using unobservable inputs is required. The Company is using a probability-weighted average scenario approach in assigning probabilities across multiple outcomes of the potential EBITDA earned from Cheetah which forms the basis of the Earn-Out. These assumptions include financial forecasts, discount rates, and growth expectations. As of March 31, 2025, the discount rate applied was the Company's incremental borrowing rate of 14.2% and growth expectations on potential EBITDA earned from Cheetah were in the range of 574% to 1,697% in 2025, 98% to 163% in 2026, and 41 to 118% in 2027. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.

The following table summarizes the Company’s long-term debt instruments (Note 5) at their carrying value and fair value:

 

 

As of March 31, 2025

 

As of December 31, 2024

 

 

Carrying Value

 

Fair Value

 

Carrying Value

 

Fair Value

June Unsecured Debentures

 

$

22,495

 

$

21,152

 

$

21,750

 

$

20,142

June Secured Debentures

 

 

148,720

 

 

139,947

 

 

144,913

 

 

134,096

Secured Notes

 

 

11,901

 

 

12,233

 

 

14,968

 

 

15,223

Other

 

 

 

 

 

 

696

 

 

687

Total

 

$

183,116

 

$

173,332

 

$

182,327

 

$

170,148