FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 12 – FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of certain financial instruments, including cash and cash equivalents and accounts payable and accrued expenses, approximate their respective fair values due to the short-term nature of such instruments. The carrying amount of our debt and notes receivable approximate their fair value. Valuation of Marketable Securities An integral part of the Company’s fair value measurement process is the assessment of the type of securities as well as the securities’ liquidity and marketability. Warrants are initially valued at cost, if acquired for cash, or at intrinsic value. Convertible debt is valued based on an analysis of the implied call option and a discounted cash flow analysis of the debt component. Equity securities are valued using the quoted prices times the number of shares acquired. The securities are then evaluated based on their marketability (usually based on the restrictions on resale into the securities primary market) and liquidity. Investments in restricted securities of public companies cannot be offered for sale to the public until the company complies with certain statutory requirements. Investments in restricted securities of public companies are generally categorized in Level 2 of the fair value hierarchy. However, investments in public companies may be categorized in Level 3 of the fair value hierarchy depending on the level of observable liquidity. Specifically, if the Company determines the market activity is not sufficient to conclude the market activity represents an Active Market. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. The Company considers marketable securities without sufficient liquidity to sell within 6 months of the date of acquisition and securities that will not be eligible for resale in the public markets through Rule 144 for 1 year from the date acquisition to be valued with Level 2 inputs. The contract assets represent a forward contractual right to receive securities pursuant to a revenue contract. As of March 31, 2022 and December 31, 2021, the Company determined the value of the securities underlying the contract asset to have a fair value of $ 1,460,000 844,000 The Company had the following financial assets at March 31, 2022 and December 31, 2021: SCHEDULE OF ASSETS MEASURED AT FAIR VALUE Balance as of March 31, 2022 Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities $ 28,824,000 $ 6,715,000 $ 9,277,000 $ 12,832,000 Designated assets marketable securities 3,212,000 2,390,000 822,000 - Contract assets 1,460,000 892,000 568,000 - Total Assets $ 33,496,000 $ 9,997,000 $ 10,667,000 $ 12,832,000 Liabilities: Series A Preferred Stock $ 3,799,000 $ - $ 3,799,000 $ - Total liabilities $ 3,799,000 $ - $ 3,799,000 $ - Balance as of December 31, 2021 Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities $ 15,617,000 $ 6,134,000 $ 2,448,000 $ 7,035,000 Designated assets marketable securities 3,925,000 259,000 3,666,000 - Contract assets 844,000 - - 844,000 Total assets $ 20,386,000 $ 6,393,000 $ 6,114,000 $ 7,879,000 Liabilities: Series A Preferred Stock $ 3,925,000 $ - $ 3,925,000 $ - Total liabilities $ 3,925,000 $ - $ 3,925,000 $ - Changes in Level 3 assets measured at fair value The following table presents additional information about Level 3 assets measured at fair value. Both observable and unobservable inputs may be used to determine the fair value of assets classified within the Level 3 category. As a result, the unrealized gains and losses for the assets and liabilities within the Level 3 category may include changes in fair value that were attributable to both observable and unobservable inputs. Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. Changes in Level 3 assets measured at fair value the three months ended March 31, 2022, were as follows: SCHEDULE OF FAIR VALUE AT ASSETS Balance at January 1, 2022 Acquisitions Sales and dispositions Transfers into Level 3 Transfers out of Level 3 Realized & unrealized gains (losses) Balance March 31, 2022 Common stock $ 2,154,000 $ 481,000 $ (14,000 ) $ - $ - $ 85,000 $ 2,706,000 Convertible debt 4,186,000 938,000 - - - 3,252,000 8,376,000 Warrants 96,000 - - - - (96,000 ) - Preferred stock 599,000 1,000,000 - - - 151,000 1,750,000 Total Investments $ 7,035,000 $ 2,419,000 $ (14,000 ) $ - $ - $ 3,392,000 $ 12,832,000 The Company had no Level 3 assets or liabilities in the three months ended March 31, 2021. Valuation processes for Level 2 and 3 Fair Value Measurements Fair value measurement of certain of our marketable securities fall within Level 2 and 3 of the fair value hierarchy. The fair value measurements are evaluated by management to ensure that changes are consistent with expectations of management based upon the sensitivity and nature of the inputs. The Company classifies certain assets as Level 3 assets if the estimated fair value was derived from level 3 inputs. The Company utilizes a put option pricing model to arrive at a discount for lack of marketability and liquidity associated with restrictions on sales into the public market. The Company generally classifies restricted securities in public companies as level 2, however in circumstances where the observed level of liquidity is low and the quoted market price is deemed unreliable they may be categorized in Level 3 of the fair value hierarchy. The Company considers marketable securities without sufficient liquidity to sell within 6 months of the date of acquisition and securities that will not be eligible for resale in the public markets through Rule 144 for 1 year from the date acquisition to be valued with Level 2 inputs. The fair value of the Company’s Series A Preferred Stock may change significantly, impacting the Company’s assumptions used to estimate its fair value. The valuation of the Series A Preferred Stock is primarily based on the valuation of its underlying marketable securities. The marketable securities that are underlying the Series A Preferred Stock are classified as Designated Assets on the Company’s balance sheet and include Level 1 and Level 2 marketable securities and cash. The following table lists the significant unobservable inputs used to value assets classified as Level 3 of March 31, 2022. The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values. The other Level 3 assets have been valued using unadjusted third-party transactions and, unadjusted historical third-party information, or the unadjusted net asset values of the securities’ issuer. No unobservable inputs internally developed by the Company have been applied to these assets, and therefore are omitted from the following table. SCHEDULE OF FAIR VALUE ASSETS SIGNIFICANT UNOBSERVABLE INPUTS Assets Valuation Technique Unobservable inputs Range Common stocks Put option pricing model Discount for lack of marketability 0 32.3 Convertible preferred stock Put option pricing model Discount for lack of marketability 0 54 Convertible debt Discounted cash flow Maturity 0 35 Risk adjusted discount factor 14.34 Option pricing model Volatility 52 % - 151 % Risk-free interest rate 1.02 1.55 Dividend yield 0 Time to maturity 0 35 Sensitivity of Level 3 measurements to changes in significant unobservable inputs The process of estimating the fair value of securities without active markets involves significant estimates and judgement on behalf of management. These estimated fair values may not be realized in a current sale or immediate settlement of the asset or liability. Additionally, there are inherent uncertainties in any fair value measurement techniques, and changes in the underlying assumptions used could significantly affect the fair value measurement amounts. Changes in each of these significant unobservable valuation inputs will impact the fair value measurement of the financial instrument generally as follows: ● An increase or decrease in the volatility of the common stock that underlies our holdings in convertible debt would result in a directionally similar change in the estimated fair value. ● An increase or decrease in the risk-free interest rate or risk adjusted discount factor would result in an inverse change in the estimated fair value of our convertible debt. ● An increase in the dividend yield would increase the estimated value of the convertible debt. ● A change in the maturity may result in either an increase or decrease in estimated fair value of the convertible debt. ● An increase or decrease in the discount for lack of marketability of our common stock holdings and the common stock that underlies our preferred stock would generally result in an inverse change in the estimated fair value. Instruments for which unobservable inputs are significant to their fair value measurement (i.e., Level 3) include securities in which we deem their market to be inactive or unreliable. The Company reviews and updates the fair value hierarchy classifications on a quarterly basis. Changes from one quarter to the next that are related to the observable inputs to a fair value measurement may result in a reclassification from one hierarchy level to another. |