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FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | 3 Months Ended
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Mar. 31, 2024
Fair Value Disclosures [Abstract] |
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 - Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables set forth the Company’s assets and liabilities measured at fair value on a recurring (at least annually) and nonrecurring basis by level within the fair value hierarchy (in thousands):
| Fair value at March 31, 2024 |
| Level 1 (1) |  | Level 2 (2) |  | Level 3 |  | Total |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Cash | $ | 467,010 |  |  | $ | — |  |  | $ | — |  |  | $ | 467,010 |  |
Restricted cash |  | 102 |  |  |  | — |  |  |  | — |  |  |  | 102 |  |
Marketable securities |  | 33,017 |  |  |  | — |  |  |  | — |  |  |  | 33,017 |  |
Trade receivables from provisional sales, net |  | — |  |  |  | 55,220 |  |  |  | — |  |  |  | 55,220 |  |
Deferred consideration |  | — |  |  |  | — |  |  |  | 21,843 |  |  |  | 21,843 |  |
| $ | 500,129 |  |  | $ | 55,220 |  |  | $ | 21,843 |  |  | $ | 577,192 |  |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Contingent consideration | $ | — |  |  | $ | — |  |  | $ | 28,986 |  |  | $ | 28,986 |  |
Option liability - EMX shares (3) |  | — |  |  |  | 2,194 |  |  |  | — |  |  |  | 2,194 |  |
| $ | — |  |  | $ | 2,194 |  |  | $ | 28,986 |  |  | $ | 31,180 |  |
| Fair value at December 31, 2023
| Level 1 (1) |  | Level 2 (2) |  | Level 3 |  | Total
Assets: |  |  |  |  |  |  |  |  |  |  |
Cash | $ | 492,393 |  |  | $ | — |  |  | $ | — |  |  | $ | 492,393 |
Restricted cash |  | 101 |  |  |  | — |  |  |  | — |  |  |  | 101 |
Marketable securities |  | 28,351 |  |  |  | — |  |  |  | — |  |  |  | 28,351 |
Trade receivables from provisional sales, net |  | — |  |  |  | 86,897 |  |  |  | — |  |  |  | 86,897 |
Deferred consideration |  | — |  |  |  | — |  |  |  | 21,213 |  |  |  | 21,213 |
| $ | 520,845 |  |  | $ | 86,897 |  |  | $ | 21,213 |  |  | $ | 628,955 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |
Contingent consideration | $ | — |  |  | $ | — |  |  | $ | 29,648 |  |  | $ | 29,648 |
Option liability - EMX shares (3) |  | — |  |  |  | 1,431 |  |  |  | — |  |  |  | 1,431 |
| $ | — |  |  | $ | 1,431 |  |  | $ | 29,648 |  |  | $ | 31,079 |
(1)Marketable securities of publicly quoted companies, consisting of investments, are valued using a market approach based upon unadjusted quoted prices in an active market obtained from securities exchanges. (2)The Company’s provisional metal sales contracts, included in Trade and other receivables in the Consolidated Balance Sheets, are valued using inputs derived from observable market data, including quoted commodity forward prices. The inputs do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy. (3)The fair value of the option liability, which represents the option of the holder to acquire an EMX common share from SSR, was determined using the Black-Scholes model. The inputs to the Black-Scholes model included the EMX stock price of CAD $2.34 per share, exercise price of CAD $2.27 per unit, one-year maturity, one-year risk-free rate of 5.0%, and annualized volatility of 34.9%. Deferred and contingent consideration are included in Level 3 as certain assumptions used in the calculation of the fair value are not based on observable market data. The following table reconciles the beginning and ending balances for financial instruments that are recognized at fair value using significant unobservable inputs (Level 3) in the consolidated financial statements (in thousands):
| Three Months Ended March 31, |
| 2024 |  | 2023 |
Deferred consideration assets: |  |  |  |  |  |
Balance as of January 1 | $ | 21,213 |  |  | $ | 24,369 |  |
Revaluations |  | 630 |  |  |  | (2,085) |  |
Balance as of March 31 | $ | 21,843 |  |  | $ | 22,284 |  |
| Three Months Ended March 31, |
| 2024 |  | 2023 |
Contingent consideration liabilities: |  |  |  |  |
Balance as of January 1 | $ | 29,648 |  |  | $ | — |  |
Revaluations |  | (662) |  |  |  | — |  |
Balance as of March 31 | $ | 28,986 |  |  | $ | — |  |
Fair values of financial assets and liabilities not already measured at fair value The fair value of the 2019 Notes as compared to the carrying amounts were as follows (in thousands):
|  |  | March 31, 2024 |  | December 31, 2023
| Level |  | Carrying amount |  | Fair value |  | Carrying amount |  | Fair value
2019 Notes (1) | 1 |  | $ | 227,777 |  |  | $ | 205,275 |  |  | $ | 227,516 |  |  | $ | 216,545 |
(1)The fair value disclosed for the Company's 2019 Notes is included in Level 1 as the basis of valuation uses a quoted price in an active market.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2 + Details
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