v3.25.3
Equity Holdings and Fair Value Disclosures
9 Months Ended
Sep. 30, 2025
Fair Value Disclosures [Abstract]  
Equity Holdings and Fair Value Disclosures

Note 7. Equity Holdings and Fair Value Disclosures

 

The Company accounts for each of its equity holdings using either the fair value method, the equity method or the cost method. As of September 30, 2025, following the transfer of assets to the CVR Trust, the Company’s equity holdings consisted solely common shares of Saltire carried at $12.8 million, which is accounted for under the equity method. As of December 31, 2024, the Company held approximately $60.1 million in holdings in equity securities and other holdings, which included the following (in thousands):

 

   Fair Value Method   Cost        Method   FG Merchant Partners, LLC   FGAC Investors LLC   FG Merger Investors LLC   Aldel Investors II LLC   Strong Global Entertainment   GreenFirst Forest Products Holdings LLC   Total 
   As of December 31, 2024 
           Equity Method 
   Fair Value Method   Cost        Method   FG Merchant Partners, LLC   FGAC Investors LLC   FG Merger Investors LLC   Aldel Investors II LLC   Strong Global Entertainment   GreenFirst Forest Products Holdings LLC   Total 
Holdings in publicly traded companies:                                             
GreenFirst Forest Products common shares  $5,339   $-   $-   $-   $-   $-   $-   $467   $5,806 
Saltire common and preferred shares and warrants   -    -    969    4,334    -    -    27,227    -    32,530 
iCoreConnect common shares and warrants   112    -    67    -    52    -    -    -    231 
Oppfi warrants   312    -    -    -    -    -    -    -    312 
Aldel II founder shares and warrants   -    -    997    -    -    1,270    -    -    2,267 
Holdings in privately held companies:                                             
FG Communities common and preferred shares   -    2,250    2,041    -    -    -    -    -    4,291 
Firefly preferred shares   -    12,898    -    -    -    -    -    -    12,898 
Craveworthy common shares and note   -    200    1,457    -    -    -    -    -    1,657 
Other   -    81    -    -    -    -    -    -    81 
Total  $5,763   $15,429   $5,531   $4,334   $52   $1,270   $27,227   $467   $60,073 

 

Equity Method Holdings

 

As of September 30, 2025, the Company held approximately 26.8% of the outstanding common shares of Saltire. During the three and nine months ended September 30, 2025, the Company recorded an equity method loss on the shares of $6.6 million and $4.6 million, respectively. Based on quoted market prices, the market value of the Company’s ownership in common shares of Saltire was $10.4 million at September 30, 2025.

 

Each of the following equity method holdings were transferred to the CVR Trust in August 2025 and are no longer held by the Company. See Note 5 for additional details.

 

On January 4, 2021, FGMP was formed as a Delaware limited partnership to co-sponsor newly formed SPACs with their founders or partners, as well as other merchant banking interests. The Company was the sole managing member of the general partner of FGMP and held a limited partner interest of approximately 50% in FGMP directly and through its subsidiaries. FGMP participates as a co-sponsor of the SPACs launched under our SPAC Platform as well as merchant banking initiatives.

 

The Company recorded an equity method loss from FGMP of approximately $0.1 million during the three months ended September 30, 2025 and an equity method gain of $0.1 million during the nine months ended September 30, 2025. The Company made capital contributions of approximately $22,000 to FGMP during the nine months ended September 30, 2025.

 

The Company held direct limited liability company interests in FGAC Investors LLC, which holds equity interests in (i) FG Acquisition Corp., (ii) FG Merger Investors LLC, which maintains holdings in iCoreConnect (as defined below), and (iii) GreenFirst Forest Products Holdings, LLC, which holds equity securities in GreenFirst (as defined below). Management determined that it had the ability to exercise significant influence over FGAC Investors LLC, FG Merger Investors LLC and GreenFirst Forest Products Holdings, LLC, and accounted for each of these holdings under the equity method of accounting.

 

For the three and nine months ended September 30, 2025, the Company recorded an equity method loss on FG Merger Investors LLC of approximately $0 and $25,000, respectively. The Company recorded an equity method loss from GreenFirst Forest Products Holdings, LLC of approximately $0 and $0.1 million for the three and nine months ended September 30, 2025, respectively, and a loss of $0.7 million and $2.3 million from FGAC Investors LLC for the three and nine months ended September 30, 2025, respectively.

 

The Company recorded an equity method loss from FG Merger Investors II LLC (“FGMI”) of approximately $1,000 during the three months ended September 30, 2025 and an equity method gain of approximately $0.2 million during the nine months ended September 30, 2025. The Company made capital contributions of approximately $252,000 to FGMI during the nine months ended September 30, 2025. For the three and nine months ended September 30, 2025, the Company recorded an equity method gain on Aldel II LLC of approximately $13,000 and $87,000, respectively.

 

 

Certain holdings owned by our equity method investees are valued using Monte-Carlo simulation and option pricing models. Inherent in Monte-Carlo simulation and option pricing models are assumptions related to expected volatility and discount for lack of marketability of the underlying holding. Our investees estimate the volatility of these holdings based on the historical performance of various broad market indices blended with various peer companies which they consider as having similar characteristics to the underlying holding, as well as consideration of price and volatility of relevant publicly traded securities such as SPAC warrants. Our investees also consider the probability of a successful merger when valuing equity for SPACs that have not yet closed. Actual results from those holdings over time could vary significantly from estimates using Monte-Carlo simulation and option pricing models.

 

Fair Value Method Holdings as of December 31, 2024

 

Each of the following fair value method holdings were transferred to the CVR Trust in August 2025 and are no longer held by the Company. See Note 5 for additional details.

 

The carrying value of fair value method holdings is determined based on the security’s trading price multiplied by the number of shares held. As a result of the transfer of the fair value method holdings to the CVR Trust in August 2025 (see Note 5 for additional details), the Company did not have any fair value method holdings as of September 30, 2025. The following table summarizes the Company’s fair value method holdings as of December 31, 2024 (in thousands):

 

As of December 31, 2024  Cost Basis  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Carrying

Amount

 
GreenFirst common stock  $8,679   $-   $(3,340)  $5,339 
iCoreConnect common shares   8    104    -    112 
OppFi common stock and warrants   29    283    -    312 
Total fair value method holdings  $8,716   $387   $(3,340)  $5,763 

 

GreenFirst Forest Products Inc. (“GreenFirst”) is a publicly-traded Canadian company focused on environmentally sustainable forest management and lumber production. The Company held shares of GreenFirst directly that were accounted for at fair value based on observable quoted market prices. The Company also held GreenFirst common shares through an equity method holding in GreenFirst Forest Products Holdings LLC (see Equity Method Holdings below).

 

iCoreConnect Inc. (“iCoreConnect”) is a cloud-based software and technology company focused on increasing workflow productivity and customer profitability through its enterprise platform of applications and services. The Company held shares of iCoreConnect directly that are accounted for at fair value based on observable quoted market prices. The Company also held iCoreConnect shares and warrants through an equity method holding in FGMP (see Equity Method Holdings below).

 

OppFi Inc. (“OppFi”) is a publicly-traded tech-enabled, mission-driven specialty finance platform that broadens the reach of community banks to extend credit access to everyday Americans. The Company accounted for its common shares and warrants of OppFi using the fair value method based on observable quoted market prices.

 

Cost Method Holdings without Readily Determinable Fair Value as of December 31, 2024

 

Each of the following cost method holdings was transferred to the CVR Trust in August 2025 and are no longer held by the Company. See Note 5 for additional details.

 

In addition to our equity method and fair value method holdings, other holdings which do not have a readily determinable fair value were accounted for at their cost, subject to any adjustment from time to time due to impairment or observable price changes in orderly transactions. When the Company observed an orderly transaction of an investee’s identical or similar equity securities, the Company adjusted the carrying value based on the observable price as of the transaction date. Any profit distributions the Company received on these holdings were included in net holdings income. Management was not aware of any issuances of identical or similar equities during the nine months ended September 30, 2025. As a result, the carrying value of holdings without readily determinable fair value did not change during 2025.

 

 

The Company’s other holdings included a convertible promissory note and a senior unsecured promissory note.

 

On September 29, 2023, the Company invested $250,000 in a convertible promissory note with ThinkMarkets, all of which was repaid as of September 30, 2025.

 

On March 16, 2023, the Company invested $200,000 in a senior unsecured loan to Craveworthy LLC (“Craveworthy”). The loan had an interest rate of 13% and a maturity of March 15, 2024. The senior unsecured note was amended to a convertible bridge loan on October 17, 2023, and the maturity date was changed to October 16, 2024. In November 2024, the Company and Craveworthy extended the maturity date to April 16, 2025. The Company expected the maturity date would be extended again, however, the loan was transferred to the CVR Trust in August 2025.

 

Impairment

 

For equity securities without readily determinable fair values, impairment is determined via a qualitative assessment which considers indicators to evaluate whether the holding is impaired. Some of these indicators include a significant deterioration in the earnings performance or asset quality of the investee, a significant adverse change in regulatory, economic or general market conditions in which the investee operates, or doubt over an investee’s ability to continue as a going concern. If the holding is deemed to be impaired after conducting this analysis, management would estimate the fair value of the holding to determine the amount of impairment loss.

 

For equity method holdings, evidence of a loss in value might include a series of operating losses of an investee, the absence of an ability to recover the carrying amount of the holding, or a deterioration in the value of the investee’s underlying assets. If these, or other indicators, lead to the conclusion that there is a decrease in the value of the holding that is other than temporary, the Company would recognize that decrease in value even though the decrease may be in excess of what would otherwise be recognized under the equity method of accounting.

 

The risks and uncertainties inherent in the assessment methodology used to determine impairment include, but may not be limited to, the following:

 

  ● the opinions of professional appraisers could be incorrect;
     
  ● the past operating performance and cash flows generated from the investee’s operations may not reflect their future performance; and
     
  ● the estimated fair values for holdings for which observable market prices are not available are inherently imprecise.

 

The Company did not record an impairment on its holdings during the three or nine months ended September 30, 2025.

 

Net holdings gain for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands):

 

   September 30, 2025   September 30, 2024   September 30, 2025   September 30, 2024 
   Three Months Ended   Nine Months Ended 
   September 30, 2025   September 30, 2024   September 30, 2025   September 30, 2024 
Realized (loss) gain on common stock holdings  $578   $55   $1,056   $550 
Unrealized gain (loss) in value on common stock holdings   (1,250)   4,108    (2,537)   (2,267)
Gain (loss) on equity method holdings   (7,372)   (7,090)   (6,903)   (8,896)
Dividend income   754    –   754    

–

 
Other   1    291    162    566 
Net loss on equity holdings and other holdings  $(7,289)  $(2,636)  $(7,468)  $(10,047)

 

During the three and nine months ended September 30, 2025, the Company recorded an equity method loss on the shares of $6.6 million and $4.6 million, respectively. The remainder of the net loss on equity holdings and other holdings for the three and nine months ended September 30, 2025 related to holdings distributed to the CVR Trust in August 2025.

 

 

Fair Value Measurements

 

The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. The FASB has issued guidance that defines fair value as the exchange price that would be received for an asset (or paid to transfer a liability) in the principal or most advantageous market in an orderly transaction between market participants. This guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance categorizes assets and liabilities at fair value into one of three different levels depending on the observation of the inputs employed in the measurements, as follows:

 

  ● Level 1 – inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets providing the most reliable measurement of fair value since it is directly observable.
     
  ● Level 2 – inputs to the valuation methodology which include quoted prices for similar assets or liabilities in active markets. These inputs are observable, either directly or indirectly, for substantially the full-term of the financial instrument.
     
  ● Level 3 – inputs to the valuation methodology which are unobservable and significant to the measurement of fair value.

 

The availability of valuation techniques and observable inputs can vary from holding to holding and are affected by a variety of factors, including the type of holding, whether the holding is new and not yet established in the marketplace, the liquidity of markets and other characteristics specific to the individual holding. In some cases, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the hierarchy based on the lowest level input that is significant to the fair value measurement. When determining fair value, the Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

 

The Company did not hold any financial instruments measured, on a recurring basis, at fair value as of September 30, 2025. As of December 31, 2024, the Company held financial instruments measured, on a recurring basis, at fair value in accordance with the guidance promulgated by the FASB as follows (in thousands):

 

As of December 31, 2024  Level 1   Level 2   Level 3   Total 
Oppfi warrants  $312   $–   $–   $312 
iCoreConnect common shares and warrants   112    –    –    112 
GreenFirst common stock   5,339    –    –    5,339 
Financial instrument fair value  $5,763   $–   $–   $5,763 

 

The following table provides a rollforward of nonrecurring Level 3 fair value measurements for the nine months ended September 30, 2025 (in thousands):

 

Assets:     
Convertible notes     
Balance, December 31, 2024  $248 
Increase in fair value of convertible note   - 
Repayments   (48)
Transfer to CVR Trust   (200)
Balance, September 30, 2025  $-