FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS The Company’s non-financial assets measured at fair value on a nonrecurring basis include goodwill and intangible assets. The determination of our intangible fair values includes several assumptions and inputs (Level 3) that are subject to various risks and uncertainties. Management believes it has made reasonable estimates and judgments concerning these risks and uncertainties. All other financial assets and liabilities are carried at amortized cost. The Company’s cash balances are representative of their fair values as these balances are comprised of deposits available on demand. The carrying amounts of accounts receivable, notes receivable, prepaid and other current assets, accounts payable and other non-current liabilities are representative of their fair values because of the short turnover of these instruments. Financial Disclosures about Fair Value of Financial Instruments The tables below set forth information related to the Company’s consolidated financial instruments (in thousands): Schedule of consolidated financial instruments Level in March 31, 2022 December 31, 2021 Fair Value Carrying Fair Carrying Fair Hierarchy Amount Value Amount Value Assets: Cash and cash equivalents 1 $ 9,624,275 9,624,275 7,688,743 7,688,743 Restricted cash 1 541,883 541,883 541,883 541,883 Liabilities: Convertible notes payable 3 $ 2,900,000 2,891,000 2,900,000 2,900,000 Convertible notes payable at fair value 3 710,277 710,277 998,135 998,135 Warrant liability 3 75,000 75,000 135,000 135,000 Contingent consideration 3 3,520,321 3,520,321 4,284,221 4,284,221 Convertible notes payable As of March 31, 2022, the Company has three outstanding convertible notes payable with aggregate principal amount of $2,900,000. See Note 8 for further information on the terms of these convertible notes. Schedule of convertible notes payable March 31, 2022 December 31, 2021 Level Carrying Amount Fair Value Carrying Amount Fair Value 10% convertible notes due in August 2023 3 $ 2,000,000 $ 1,998,000 $ 2,000,000 $ 1,998,000 10% convertible notes due in September 2023 3 900,000 893,000 900,000 902,000 2,900,000 2,891,000 $ 2,900,000 $ 2,900,000 The estimated fair value of the convertible notes was computed using a Monte Carlo Simulation, using the following assumptions: Schedule of estimated fair value Fair Value Assumption – Convertible Debt March 31, December 31, Stock Price $ 5.21 $ 8.52 Minimum Conversion Price $ 2.50 $ 2.50 Annual Asset Volatility Estimate 100 % 100 % Risk Free Discount Rate (based on U.S. government treasury obligation with a term similar to that of the convertible note) 1.89 1.95 % 0.61 0.64 % Fair Value Option (“FVO”) Election – Convertible notes payable and freestanding warrants Convertible notes payable, at fair value As of March 31, 2022, the Company has one outstanding convertible note payable with a face value of $ 500,000 The March 4th Note is measured at fair value and categorized within Level 3 of the fair value hierarchy. The following is a reconciliation of the fair values from December 31, 2021 to March 31, 2022: Schedule of fair value categorized within Level 3 March 4th Note Beginning fair value balance reported on the condensed consolidated balance sheet at December 31, 2021 $ 998,135 Gain in fair value reported in the condensed consolidated statements of operations (287,858 ) Ending fair value balance reported on the condensed consolidated balance sheet at March 31, 2022 $ 710,277 The estimated fair value of the March 4th Note as of March 31, 2022 and December 31, 2021, was computed using a Black-Scholes simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate of return, using the following assumptions: Schedule of estimated fair value March 31, December 31, Face value principal payable $ 500,000 $ 500,000 Original conversion price $ 3.91 $ 3.91 Value of Common Stock $ 5.21 $ 8.52 Expected term (years) 7.93 8.18 Volatility 100 % 100 % Risk free rate 2.38 % 1.47 % Warrants In connection with the March 4th Note, the Company issued the Series I Warrants. The Series I warrants are measured at fair value and categorized within Level 3 of the fair value hierarchy. The following is a reconciliation of the fair values from December 31, 2021 to March 31, 2022: Schedule of fair value categorized within Level 3 Fair Value: Series I Beginning fair value balance reported on the condensed consolidated balance sheet at December 31, 2021 $ 135,000 Gain in fair value reported in the condensed consolidated statements of operations (60,000 ) Ending fair value balance reported on the condensed consolidated balance sheet at March 31, 2022 $ 75,000 The estimated fair value of the Series “I” Warrants was computed using a Black-Scholes valuation model, using the following assumptions: Schedule of estimated fair value Fair Value Assumption - Series “I” Warrants March 31, December 31, Exercise Price per share $ 3.91 $ 3.91 Value of Common Stock $ 5.21 $ 8.52 Expected term (years) 3.42 3.67 Volatility 100 % 100 % Dividend yield 0 % 0 % Risk free rate 2.44 % 1.07 % Contingent consideration The Company records the fair value of the contingent consideration liability in the condensed consolidated balance sheets under the caption “Contingent Consideration” and records changes to the liability against earnings or loss under the caption “Changes in fair value of contingent consideration” in the condensed consolidated statements of operations. As discussed in Note 4, during the year ended December 31, 2021, the B/HI seller met the conditions for payment of contingent consideration. As a result, the contingent consideration has been recorded as the fair value of the payout, $ 1.3 0.6 163,369 600,000 For the contingent consideration related to Be Social, the Company utilized a Monte Carlo Simulation model, which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 measurement as defined in ASC 820. The unobservable inputs utilized for measuring the fair value of the contingent consideration reflect management’s own assumptions about the assumptions that market participants would use in valuing the contingent consideration as of the acquisition date. The Company determined the fair value by using the following key inputs to the Monte Carlo Simulation Model: Schedule of contingent consideration Be Social Inputs As of March 31, 2022 As of Risk Free Discount Rate (based on US government treasury obligation with a term similar to that of the contingent consideration) 2.12 % 0.73 % Annual Asset Volatility Estimate 80.0 % 85.0 % For the contingent consideration, which are measured at fair value categorized within Level 3 of the fair value hierarchy, the following is a reconciliation of the fair values from December 31, 2021 to March 31, 2022: Schedule of reconciliation of the fair values The Door (1) Be Social (2) B/HI (3) Beginning fair value balance reported on the condensed consolidated balance sheet at December 31, 2021 $ 2,381,869 $ 710,000 $ 1,192,352 (Gain) Loss in fair value reported in the condensed consolidated statements of operations (925,351 ) 20,000 141,451 Ending fair value balance reported in the condensed consolidated balance sheet at March 31, 2022 $ 1,456,518 $ 730,000 $ 1,333,803 (1) During the year ended December 31, 2021, The Door achieved the conditions for the earnout consideration, which were settled subsequent to March 31, 2022 by payment of 279,562 shares of common stock on June 7, 2022. For the three months ended March 31, 2021, the Company recorded a loss in fair value of contingent consideration related to The Door of $370,000 in the condensed consolidated statements of operations. (2) For the three months ended March 31, 2021, the Company recorded a gain in fair value of contingent consideration related to Be Social of $5,000 in the condensed consolidated statements of operations. (3) During the year ended December 31, 2021, B/HI achieved the conditions for the earnout consideration, which were settled on June 14 and June 29, 2022 as described above. |