v3.26.1
Equity Holdings
6 Months Ended
Jun. 30, 2026
Schedule of Investments [Abstract]  
Equity Holdings

Note 4. Equity Holdings

 

As of June 30, 2026 and December 31, 2025, the Company’s equity holdings consisted of the following ($ in thousands):

 

   June 30, 2026   Deember 31, 2025 
  

Carrying

Amount

  

Economic

Interest

  

Carrying

Amount

  

Economic

Interest

 
Equity Method Holdings                    
Saltire Capital Ltd.  $4,925    23.8%  $14,670    23.8%
Devondale Holdings LLC   2,161    40.0%   -      
                     
Fair Value Method Holding                    
FG Merger II Corp.   15,090    n/a    -      
                     
Cost Method Holding                    
USFM Corporation   2,083    n/a     -      
Total  $24,259        $14,670      

 

(Loss) gain on equity holdings for the three and six months ended June 30, 2026 and June 30, 2025 were as follows (in thousands):

 

   June 30, 2026   June 30, 2025   June 30, 2026   June 30, 2025 
   Three Months Ended   Six Months Ended 
   June 30, 2026   June 30, 2025   June 30, 2026   June 30, 2025 
Realized (loss) gain on common stock holdings  $-   $(293)  $-   $478 
Unrealized gain (loss) in value on common stock holdings   (453)   177    (453)   (1,295)
(Loss) gain on equity method holdings   (9,338)   6,236    (9,306)   471 
Gain on cost method holdings   583    -    583    - 
Other   -    120    -    167 
Net (loss) gain on equity holdings and other holdings  $(9,208)  $6,240   $(9,176)  $(179)

 

During the three and six months ended June 30, 2026, the Company recorded an equity method gain on the shares of Saltire of $1.5 million and $1.5 million, respectively. During the second quarter of 2026, Saltire issued common shares in connection with an acquisition at a price below the Company’s carrying value. As a result, management evaluated whether the observed transaction was an indicator of an other than temporary impairment. Management considered many factors, including a prolonged period during which the trading price of Saltire’s common shares remained at a level below the investor’s cost and determined an other-than-temporary impairment existed. The Company used the trading price of Saltire’s common shares as of June 30, 2026 to determine the fair value of its equity method holding in Saltire and recorded an impairment charge of $11.2 million during the second quarter of 2026, which is included in (loss) gain on equity method holdings in the table above.

 

During the three and six months ended June 30, 2025, the Company recorded an equity method gain on the shares of Saltire of $3.6 million and $2.0 million, respectively. The remainder of the net loss on equity holdings and other holdings for the three and six months ended June 30, 2025 related to holdings distributed to the CVR Trust in August 2025.

 

Equity Method Holdings

 

Saltire

 

As of June 30, 2026, the Company held approximately 23.8% of the outstanding common shares of Saltire. Based on quoted market prices, the market value of the Company’s ownership in common shares of Saltire was $4.9 million at June 30, 2026.

 

 

Devondale Holdings LLC

 

As discussed in Note 3, the Company entered into an agreement for the sale of its reinsurance business to Devondale. As a result of the transaction, the Company received a 40% equity interest in Devondale. The Company recorded an equity method gain of $0.4 million during the three and six months ended June 30, 2026 related to its equity interest in Devondale.

 

Fair Value Method Holding

 

In May 2026, the Company entered into an Assignment and Novation Agreement with Atsion Opportunity Fund LLC – Series 2 (“Atsion”), FG Merger II Corp. (“FGMC”) and BOXABL, Inc. (“BOXABL”) (the “Forward Purchase Agreement”) pursuant to which the Company assumed 50% of certain rights and obligations under an OTC Equity Prepaid Forward Transaction originally entered into between Atsion, FGMC and BOXABL. Prior to its merger with BOXABL in July 2026, FGMC was a SPAC.

 

The Forward Purchase Agreement relates to shares of FGMC’s Class A common stock prior to the consummation of the business combination with BOXABL and, following consummation of the business combination, shares of Class A common stock of the combined company. The maximum number of shares subject to the Forward Purchase Agreement allocated to the Company is 1.5 million shares.

 

During the second quarter of 2026, pursuant the Forward Purchase Agreement the Company purchased approximately 1.5 million shares of FGMC at a total cost of approximately $15.5 million. Based on the quoted market price of FGMC’s common shares as of June 30, 2026, the Company recorded an unrealized loss on fair value holdings of $0.5 million during the second quarter of 2026. Subsequent to June 30, 2026, as a result of the completion of the merger of FGMC and BOXABL, the Company’s shares of FGMC were redeemed for approximately $15.5 million in cash.

 

Following consummation of the business combination, the Forward Purchase Agreement is subject to cash settlement based principally on the daily volume-weighted average price of the underlying shares during the applicable valuation period, subject to the contractual settlement amount adjustment and other provisions of the Forward Purchase Agreement.

 

The Forward Purchase Agreement is accounted for as a derivative financial instrument under ASC 815 and is measured at fair value with changes in fair value recognized in earnings. The Company evaluates the derivative at each reporting date and recognizes changes in fair value in its condensed consolidated statement of operations. During the three and six months ended June 30, 2026, the Company recorded a $0.7 million gain on the derivative, which is included in Gain on financial instruments on the condensed consolidated statements of operations. As of June 30, 2026, the Company recorded a derivative asset of $0.9 million related to the Forward Purchase Agreement, which is included in Other assets on the condensed consolidated balance sheet. The derivative was classified as a Level 3 financial instrument within the fair value hierarchy since its valuation incorporates significant inputs that are not directly observable in the market. See Note 5 for additional details of the fair value calculation of the derivative.

 

Cost Method Holding without Readily Determinable Fair Value

 

In addition to our equity method holdings, other holdings which do not have a readily determinable fair value are 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 observes an orderly transaction of an investee’s identical or similar equity securities, the Company adjusts the carrying value based on the observable price as of the transaction date. Any profit distributions the Company receives on these holdings are included in Gain (loss) on equity holdings.

 

During the first quarter of 2026, the Company entered into a subscription agreement with USFM Corporation (“USFM”) pursuant to which the Company purchased 7,500 common shares of USFM at a total cost of $0.5 million. During the second quarter of 2026, the Company entered into a subscription agreement with USFM pursuant to which the Company purchased an additional 6,924 common shares of USFM at a total cost of $1.0 million. The common shares purchased during the second quarter of 2026 are identical to the common shares the Company purchased during the first quarter of 2026. As a result, the Company adjusted the carrying value of the shares purchased during the first quarter of 2026 and recorded a gain on cost method holdings of $0.6 million during the second quarter of 2026. USFM, a private entity, is a mineral exploration company. Management is not aware of any issuances of identical or similar equity securities after the Company’s purchase of USFM’s common stock during the second quarter of 2026.

 

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.

 

As discussed above, the Company recorded an $11.2 million impairment on its Saltire equity method holding during the second quarter of 2026. The Company did not record an impairment on its cost method holding during the six months ended June 30, 2026.