v3.26.1
Note 8 - Fair Value Measurements
3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block]

Note 8 Fair Value Measurements

 

The Company’s fair value hierarchy policy is described in Note 3. There were no material changes in the carrying amount of goodwill between December 31, 2025 and March 31, 2026.The following table presents assets and liabilities measured at fair value by level:

 

  

Level 1

  

Level 2

  

Level 3

  

Total

 

March 31, 2026 — Recurring

                

Derivative liabilities — embedded conversion features

        197   197 

March 31, 2026 — Non-recurring (equity-premise)

            

Common stock purchase warrants — issued February 12, 2026

        203   203 

December 31, 2025 — Recurring

            

Derivative liabilities — embedded conversion features

        702   702 

Earn-out Payable

        352   352 

December 31, 2025 — Non-recurring (equity-premise)

            

Goodwill — Instone reporting unit

        17,086   17,086 

 

At March 31, 2026, the Company’s Level 3 recurring fair value measurements consisted of derivative liabilities of $197 thousand (down from $702.0 thousand at December 31, 2025, principally due to derecognition upon convertible note conversions during the period) and earn-out payable of $352.0 thousand (unchanged from December 31, 2025). The non-recurring Level 3 measurement of goodwill — Instone reporting unit was $17,086.0 thousand at both March 31, 2026 and December 31, 2025; no triggering events for interim impairment testing were identified during the three months ended March 31, 2026.  The goodwill of each of the Company's three reporting units - TotalStone (Instone), Canadian Stone Industries, and Carolina Stone - is evaluated for impairment at least annually, or more frequently if impairment indicators arise.  Goodwill of the Canadian Stone Industries reporting unit ($617.0 thousand at March 31, 2026 and $616.0 thousand at December 31, 2025) and Carolina Stone reporting unit ($758.0 thousand at both dates) was recognized at acquisition-date fair value in the respective 2025 business combinations (see Note 4); no impairment indicators were identified for these reporting units, and no remeasurement was required, through March 31, 2026.  Total goodwill of $18,461.0 thousand at March 31, 2026 and $18,460.0 thousand at December 31, 2025 agrees to the consolidated balance sheets and to the goodwill roll-forward in Note 7.  The February 2026 warrants issued to 3i, LP — a non-recurring Level 3 fair value measurement during the period — are described in Note 14.

 

Significant unobservable inputs used in the Level 3 measurement of the derivative liabilities (Black-Scholes option-pricing model) are summarized below:

 

  

SSN #1 at

  

SSN #2 at

         
  

Issuance

  

Issuance

  

March 31,

  

December 31,

 
  

(7/29/2025)

  

(10/22/2025)

  

2026

  

2025

 

Expected term (years)

  0.51   0.5   0.06–0.33   0.08–0.31 

Risk-free rate

  4.28%  3.78%  3.70%–3.74%  3.67%–3.74%

Annualized volatility

  129.3   144.80%  119.40%  137.40%

 

In addition to the embedded derivative liabilities described above, the Company's Level 3 recurring fair value measurements include contingent earn-out consideration of $352 at both March 31, 2026 and December 31, 2025, comprising $250 from the Carolina Stone acquisition and $102 from the Fraser Canyon acquisition at each date. The fair value of each earn-out was determined at the respective acquisition date using an option pricing model implemented through a Monte Carlo simulation of the underlying EBITDA of each acquired business. As there were no material changes in management's underlying EBITDA forecasts or other significant unobservable inputs from the respective acquisition dates through March 31, 2026, the contingent earn-out consideration continues to be carried at its acquisition-date fair value, and no remeasurement was required during the three months ended March 31, 2026.

 

The significant unobservable inputs used in the Carolina Stone earn-out valuation included EBITDA volatility of 35.0%, a risk-adjusted discount rate of 15.00% to 15.50%, and risk-free rates of 3.75% to 4.37% across the three annual measurement periods through 2027, with forecasted annual EBITDA ranging from $285 to $1,021. The Carolina Stone earn-out is capped at $825 per annual measurement period subject to EBITDA floors and targets of $800 to $1,000. For the Fraser Canyon earn-out, the significant unobservable inputs included EBITDA volatility of 40.0%, a risk-adjusted discount rate of 11.50%, and risk-free rates of 3.55% to 3.63% across the three annual measurement periods through 2028, with forecasted annual EBITDA ranging from CAD $776 to CAD $1,065.

 

The fair value of the contingent earn-out consideration is most sensitive to changes in projected EBITDA, EBITDA volatility, and the risk-adjusted discount rate. Significant increases (decreases) in expected EBITDA would result in a higher (lower) fair value measurement. Significant increases (decreases) in EBITDA volatility generally result in a higher (lower) fair value given the option-like payoff structure. Increases (decreases) in the risk-adjusted discount rate would result in a lower (higher) fair value. Changes in the fair value of the earn-out liabilities are recognized within operating expenses in the consolidated statements of operations.

 

The fair value of the embedded derivative liabilities is highly sensitive to changes in the expected volatility input. Significant increases (decreases) in the expected annualized volatility would result in a significantly higher (lower) fair value measurement of the derivative liabilities, which would be recognized as a non-operating loss (gain) in the consolidated statements of operations.