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Fair Value Measurements
9 Months Ended
Sep. 30, 2021
Disclosure Text Block Supplement [Abstract]  
Fair Value Measurements

14. FAIR VALUE MEASUREMENTS

 

 

The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and

Level 3 – Inputs for the asset or liability that are not based on observable market data.

Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, investments, accounts payable and accrued liabilities, notes payable, warrant liability, and contingent consideration payable.

For the Company's long-term notes payable (which consist of charitable contributions, private placement debt and mortgage notes), for which there were no quoted market prices or active trading markets, it was not practicable to estimate the fair value of these financial instruments. The carrying amount of notes payable at September 30, 2021 and December 31, 2020 was $206,538,072 and $99,054,979, which includes $777,275 and $341,983, respectively, of short-term debt due within one year.

Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs to fair value measurements. The fair values of the Company’s financial instruments associated with each of the three levels of the hierarchy are:

 

 

 

As of September 30, 2021

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Cash and Cash Equivalents

 

$

285,792,378

 

 

$

 

 

$

 

 

$

285,792,378

 

Investments

 

 

29,520,367

 

 

 

 

 

 

21,107,459

 

 

 

50,627,826

 

Contingent Consideration Payable

 

 

 

 

 

 

 

 

(108,024,422

)

 

 

(108,024,422

)

Warrant Liability

 

 

 

 

 

 

 

 

(34,003,000

)

 

 

(34,003,000

)

 

 

$

315,312,745

 

 

$

 

 

$

(120,919,963

)

 

$

194,392,782

 

 

 

 

As of December 31, 2020

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Cash and Cash Equivalents

 

$

83,757,785

 

 

$

 

 

$

 

 

$

83,757,785

 

Investments

 

 

923,581

 

 

 

 

 

 

39,871,225

 

 

 

40,794,806

 

Contingent Consideration Payable

 

 

 

 

 

 

 

 

(27,100,000

)

 

 

(27,100,000

)

Warrant Liability

 

 

 

 

 

 

 

 

(39,454,000

)

 

 

(39,454,000

)

 

 

$

84,681,366

 

 

$

 

 

$

(26,682,775

)

 

$

57,998,591

 

During the nine months ended September 30, 2021, the Company held an investment in a privately held entity that became a publicly traded company. As a result, the Company received shares of the publicly traded entity in exchange for the shares in the privately held entity. The transaction resulted in a transfer of the investment from Level 3 to Level 1. As of September 30, 2021 and December 31, 2020 the fair value of the investment was $28,705,037 and $37,249,189, respectively.

 

Similarly, during the nine months ended September 30, 2020, the Company held an equity investment in a privately held entity that was subsequently acquired by a publicly traded entity . As a result of the acquisition, the Company received shares of the acquiring entity in exchange for the shares in the privately held entity. The transaction resulted in a transfer of the investment from Level 3 to Level 1. As of September 30, 2020, the fair value of the Level 1 investment was $675,594.