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Note 5 - Fair Value Measurements
9 Months Ended
Sep. 30, 2026
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

5. Fair Value Measurements

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value guidance identifies three primary valuation techniques: the market approach, the income approach and the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset.

 

Fair Value Hierarchy

 

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to observable inputs such as quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The maximization of observable inputs and the minimization of the use of unobservable inputs are required.

 

 

Classification within the fair value hierarchy is based upon the objectivity of the inputs that are significant to the valuation of an asset or liability as of the measurement date. The three levels within the fair value hierarchy are characterized as follows:

 

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

Level 3 - Unobservable inputs for the asset or liability for which there is little, if any, market activity for the asset or liability at the measurement date. Unobservable inputs reflect the Company's own assumptions about what market participants would use to price the asset or liability. These inputs may include internally developed pricing models, discounted cash flow methodologies as well as instruments for which the fair value determination requires significant management judgment.

 

The following is a description of the valuation methodologies used for instruments carried at fair value. These methodologies are applied to assets and liabilities across the levels discussed above, and the observability of the inputs used determines the appropriate level in the fair value hierarchy for the respective asset or liability.

 

Valuation Methodologies of Financial Instruments Measured at Fair Value

 

Cash and cash equivalents and Restricted cash and cash equivalents - Money market instruments are measured at cost, which approximates fair values because of the relatively short time to maturity.

 

Equity securities - Whenever available, we obtained quoted prices in active markets for identical assets as of the balance sheet date to measure equity securities. Market price data is generally obtained from exchange or dealer markets.

 

Convertible promissory note - We estimate the fair value of the note using a market approach, based on the transaction price of the note and of identical notes issued by the same issuer on the same terms, plus accrued interest. At each measurement date, we assess whether events or changes in circumstances since those transactions, including the issuer’s financial condition and operating results, the terms of any subsequent financing, and changes in market conditions, indicate that the transaction price no longer approximates fair value. If we conclude that it does not, we may estimate fair value using other valuation techniques, such as discounted cash flow analyses or probability-weighted scenario analyses. Those techniques would use significant unobservable inputs, including the probability and expected timing of a qualified financing, acquisition or other liquidity event, the expected enterprise value at conversion, and a discount rate reflecting the time value of money and the risk characteristics of the investment.

 

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

The following table presents information about assets measured at fair value on a recurring basis and indicates the level of the fair value measurement based on the observability of inputs used:

 

 

September 30, 2026

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Cash and cash equivalents (a) (b)

 

$86,596

 

 

$—

 

 

$—

 

 

$86,596

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

 

41

 

 

 

—

 

 

 

—

 

 

 

41

 

Total marketable securities

 

 

41

 

 

 

—

 

 

 

—

 

 

 

41

 

Convertible promissory note (c)

 

 

—

 

 

 

—

 

 

 

2,520

 

 

 

2,520

 

Total

 

$86,637

 

 

$—

 

 

$2,520

 

 

$89,157

 

 

 

 

December 31, 2025

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Cash and cash equivalents (a) (b)

 

$41,317

 

 

$—

 

 

$—

 

 

$41,317

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

 

36

 

 

 

—

 

 

 

—

 

 

 

36

 

Total marketable securities

 

 

36

 

 

 

—

 

 

 

—

 

 

 

36

 

Convertible promissory note (c)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

$41,353

 

 

$—

 

 

$—

 

 

$41,353

 

(a)

As of September 30, 2026 and  December 31, 2025, included investments in money market mutual funds managed or advised by GAMCO Investors, Inc.

(b)

Excludes cash held in banks, which totaled $334 and $197 as of  September 30, 2026 and  December 31, 2025, respectively.

(c)

Because we elected the fair value option on the Skyline Note, accrued interest of $56 is included in its fair value of $2,520 above. On the Condensed Consolidated Balance Sheets, $2,464 is presented in Convertible promissory note, at fair value and $56 of accrued interest is presented in Other assets. 

 

There were no liabilities subject to fair value on a recurring basis as of  September 30, 2026 or  December 31, 2025.

 

 

Changes in Level 3 Recurring Fair Value Measurements

 

The following tables present changes during the three and nine months ended September 30, 2026 and 2025 in Level 3 assets and liabilities measured at fair value on a recurring basis, and the realized and unrealized gains (losses) related to the Level 3 assets in the Condensed Consolidated Balance Sheets as of  September 30, 2026 and 2025:

 

 

Three Months Ended September 30, 2026

 

 

Fair Value Beginning of Period

 

Net Realized and Unrealized Gains (Losses) Included in Income

 

Purchases and Sales, Net

 

Fair Value End of Period

Assets:

 

 

 

​

 

 

 

​

 

 

 

​

 

 

 

​

Convertible promissory note (a)

 

$

1,975

 

 

$

49

 

 

$

496

 

 

$

2,520

 

Total

 

$

1,975

 

 

$

49

 

 

$

496

 

 

$

2,520

 

 

 

 

Three Months Ended September 30, 2025

 

 

Fair Value Beginning of Period

 

Net Realized and Unrealized Gains (Losses) Included in Income

 

Purchases and Sales, Net

 

Fair Value End of Period

Assets:

 

 

 

​

 

 

 

​

 

 

 

​

 

 

 

​

Convertible promissory note (a)

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

Total

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

 

 

Nine Months Ended September 30, 2026

 

 

Fair Value Beginning of Year

 

Net Realized and Unrealized Gains (Losses) Included in Income

 

Purchases and Sales, Net

 

Fair Value End of Period

Assets:

 

 

 

​

 

 

 

​

 

 

 

​

 

 

 

​

Convertible promissory note (a)

 

$

—

 

 

$

56

 

 

$

2,464

 

 

$

2,520

 

Total

 

$

—

 

 

$

56

 

 

$

2,464

 

 

$

2,520

 

 

 

 

Nine Months Ended September 30, 2025

 

 

Fair Value Beginning of Year

 

Net Realized and Unrealized Gains (Losses) Included in Income

 

Purchases and Sales, Net

 

Fair Value End of Period

Assets:

 

 

 

​

 

 

 

​

 

 

 

​

 

 

 

​

Convertible promissory note (a)

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

Total

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

(a)

For the three and nine months ended September 30, 2026, includes accrued interest of $49 and $56, respectively. Refer to note (c) above for further information.

 

 

The following tables present the net realized and unrealized gains (losses) included in income related to the Level 3 assets and liabilities shown above, as reported in the Condensed Consolidated Statements of Operations:

 

 

Three Months Ended September 30, 2026

 

 

Net Investment Income

 

Net Gains (Losses)

 

Total

Assets:

 

 

 

​

 

 

 

​

 

 

 

​

Convertible promissory note

 

$

49

 

 

$

—

 

 

$

49

 

Total

 

$

49

 

 

$

—

 

 

$

49

 

 

 

 

Three Months Ended September 30, 2025

 

 

Net Investment Income

 

Net Gains (Losses)

 

Total

Assets:

 

 

 

​

 

 

 

​

 

 

 

​

Convertible promissory note

 

$

—

 

 

$

—

 

 

$

—

 

Total

 

$

—

 

 

$

—

 

 

$

—

 

 

 

 

Nine Months Ended September 30, 2026

 

 

Net Investment Income

 

Net Gains (Losses)

 

Total

Assets:

 

 

 

​

 

 

 

​

 

 

 

​

Convertible promissory note

 

$

56

 

 

$

—

 

 

$

56

 

Total

 

$

56

 

 

$

—

 

 

$

56

 

 

 

 

Nine Months Ended September 30, 2025

 

 

Net Investment Income

 

Net Gains (Losses)

 

Total

Assets:

 

 

 

​

 

 

 

​

 

 

 

​

Convertible promissory note

 

$

—

 

 

$

—

 

 

$

—

 

Total

 

$

—

 

 

$

—

 

 

$

—

 

 

 

Quantitative Information about Level 3 Fair Value Measurements

 

As of September 30, 2026, the fair value of the convertible promissory note was determined to equal the transaction price of $2,464 plus $56 of accrued interest, for a total of $2,520. Management determined that no significant change in the fair value had occurred between the Skyline Note's funding date and the measurement date, based on the following considerations:

 

•

approximately 30 days elapsed between the most recent issuance of a convertible note on identical terms ( August 31, 2026) and September 30, 2026, the measurement date;

 

•

during the period, Skyline issued additional convertible promissory notes at par on terms identical to the Skyline Note, on July 2, 2026 and August 31, 2026;

 

•

no financing activity occurred at Skyline on terms different from the Skyline Note;

 

•

no material developments in Skyline's technology, operations, or business prospects occurred during this period; and

 

•

no secondary market transactions in the Skyline Note or comparable instruments occurred during this period.

 

 

Fair Value Measurements on a Non-Recurring Basis

 

The Company has other assets that may be subject to measurement at fair value on a non-recurring basis including intangible assets and other long-lived assets. The Company reviews the carrying value of long-lived assets whenever events and circumstances indicate that the carrying amounts of the assets may not be recoverable. If it is determined that the assets are impaired, the carrying value would be reduced to an estimated recoverable value.

 

As of September 30, 2026 and  December 31, 2025, the Company did not write down any assets to fair value.

 

Fair Value Information about Financial Instruments Not Measured at Fair Value

 

As of September 30, 2026 and  December 31, 2025, the Company did not have any assets or liabilities classified as financial instruments that were not measured at fair value.