INVESTMENTS, AT FAIR VALUE | NOTE 6 INVESTMENTS, AT FAIR VALUE Financial instruments, net are comprised of the following at June 30, 2015. Cost Estimated Fair Value ASSETS Common Stock $ 504,315 $ 10,649,197 2014 Call Options 450 1,138,860 Series B Warrants 2,366,784 $ 504,765 $ 14,154,841 LIABILITIES Contingent Call Options $ $ (225,599 ) Third-Party Call Options (621,977 ) $ $ (847,576 ) The Company records the sales of securities on a trade date basis and at June 30, 2015 had a receivable of $120,000 related to two such sales, both of which were fully settled in July 2015. Financial instruments, net are comprised of the following at December 31, 2014. Cost Estimated Fair Value ASSETS Common Stocks $ 6,212 $ 8,018,621 2014 Call Options 2,492 6,644,680 Series A Warrants 9,947,368 Series B Warrants 4,227,632 $ 8,704 $ 28,838,301 LIABILITIES Warrant Put Option $ $ (9,973,684 ) During the first quarter of 2014, the Company purchased shares in a company (other than Twinlab) traded on the OTC Markets for a total of $2,919. The Company currently categorizes these holdings as Level 3 assets. As of June 30, 2015, this investment is carried at $0 value under managements valuation guidelines. In August 2014, the Company purchased 10,987,500 split-adjusted shares of common stock of Twinlab in private transactions from 25 shareholders for total consideration of $3,296. In August 2014, the Company purchased options to acquire 8,743,000 outstanding shares of Twinlabs Common Stock (collectively, the 2014 Call Options) in a private transaction from 14 stockholders, for total consideration of $2,623. The 2014 Call Options exercise price is $0.0001 per share and the 2014 Call Options expire in August 2015. Such options are immediately exercisable and in February 2015, the Company exercised 7,244,500 of those options. In September 2014, Twinlab issued to the Company a Series A Warrant to purchase up to 52,631,579 shares of Twinlabs Common Stock at an exercise price of $0.76 per share (the Series A Warrant) and a Series B Warrant to purchase up to 22,368,421 shares of Twinlabs Common Stock at an exercise price of $0.76 per share (the Series B Warrant). Both the Series A Warrant and the Series B Warrant were exercisable from October 2014 through October 2017. Twinlab and the Company also entered into a Common Stock Put Agreement, dated as of September 30, 2014, as amended on December 15, 2014 (the Put Agreement). Pursuant to the Put Agreement, if the Company did not exercise the Series A Warrant by February 16, 2015 and thereafter at a rate of no less than 1,461,988 shares of Common Stock (the Minimum Amount) per month (the Minimum Rate) over the term of the Series A Warrant, Twinlab had the right (subject to certain conditions) to require the Company to exercise the Series A Warrant at the Minimum Rate for the duration of the Series A Warrant. During the six months ended June 30, 2015, the Company sold an aggregate of 3,976,647 units of Twinlab securities to various unrelated third party accredited investors. Each unit consisted of one share of (unrestricted) Twinlab common stock and a detachable call option to purchase from the Company, for $1.00 per share, one (restricted) share of Twinlab common stock. The term of each such call option was three years from the respective unit sale date. Twinlab and the Company also entered into a Compromise Agreement and Release and an Amendment No. 1 to Series B Warrant, each dated as of May 28, 2015, pursuant to which, among other things: (a) the Company surrendered the entire remaining-unexercised portion of the Series A Warrant (51,973,684 warrants) and 4,368,421 of the warrants under the Series B Warrant; (b) the Put Agreement was terminated; (c) the remaining 18,000,000 warrants under the Series B Warrant were deemed divided into four tranches, each with an associated date beyond which it would no longer be exercisable: one tranche for 2,000,000 warrant shares (no longer exercisable after November 30, 2015), one for 4,000,000 warrant shares (no longer exercisable after March 31, 2016), one for 6,000,000 warrant shares (no longer exercisable after July 31, 2016) and another for 6,000,000 warrant shares (no longer exercisable after November 30, 2016); and (d) the Company granted Twinlab three contingent call options, at $0.01 per share, to acquire Twinlab shares from the Company to the extent that upon effective expiration of the second, third and fourth tranches the Company had not exercised the warrants within such tranches (the Contingent Call Options). The three Contingent Call Options would be for a number of Twinlab shares equal to 25% of such unexercised warrants (i.e., a maximum of 1,000,000 shares if the Company exercised no warrants from the second tranche, a maximum of 1,500,000 shares if the Company exercised no warrants from the third tranche and a maximum of 1,500,000 shares if the Company exercised no warrants from the fourth tranche). In addition, Twinlab cannot exercise a Contingent Call Option unless it has satisfied such options Liquidity Condition, namely that for each of the three or four months before the tranches effective expiration date Twinlab must have a financial position sufficient to show a 1.15x fixed charge coverage ratio for a certain trailing period, all as defined by Twinlabs Credit and Security Agreement dated January 22, 2015. Twinlab also agreed in the Compromise Agreement and Release that, given that the Company has identified, and may in the future identify, to Twinlab on a confidential basis persons to whom the Company might sell the Companys Twinlab shares, Twinlab shall not, without the Companys prior written consent, privately place Twinlab equity securities to any persons theretofore or thereafter first introduced to Twinlab by the Company; provided that Twinlab may, without the Companys consent, privately place Twinlab equity securities to such a person at any time after the earlier of (a) the date the entire Series B Warrant has expired and/or been exercised, or (b) the first anniversary of such particular introduction. Fair Value of Financial Instruments The Company's financial instruments recorded at fair value have been categorized based upon a fair value hierarchy. The following fair value hierarchy table presents information about the Company's financial instruments measured at fair value. Assets and Liabilities Measured at Fair Value on a Recurring Basis June 30, 2015 Level 1 Level 2 Level 3 Total Assets Financial instruments, at fair value: Common Stocks $ $ $ 10,649,197 $ 10,649,197 2014 Call Options 1,138,860 1,138,860 Series B Warrants 2,366,784 2,366,784 Total financial instruments, at fair value 14,154,841 14,154,841 Total assets held at fair value $ $ $ 14,154,841 $ 14,154,841 Liabilities Financial instruments, at fair value: Third-Party Call Options $ $ $ 621,977 $ 621,977 Contingent Call Options 225,599 225,599 Total liabilities held at fair value $ $ $ 847,576 $ 847,576 Assets and Liabilities Measured at Fair Value on a Recurring Basis December 31, 2014 Level 1 Level 2 Level 3 Total Assets Financial instruments, at fair value: Common Stocks $ $ $ 8,018,621 $ 8,018,621 2014 Call Options 6,644,680 6,644,680 Series A Warrants 9,947,368 9,947,368 Series B Warrants 4,227,632 4,227,632 Total Financial instruments, at fair value 28,838,301 28,838,301 Total assets held at fair value $ $ $ 28,838,301 $ 28,838,301 Liabilities Financial instruments, at fair value: Warrant Put Option 9,973,684 9,973,684 Total liabilities held at fair value $ $ $ 9,973,684 $ 9,973,684 This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. For some products or in certain market conditions, observable inputs used in valuing certain financial assets and liabilities were unavailable. In situations where there is little, if any, market activity for an asset or liability at the measurement date, the fair value measurement objective remains to measure the financial asset at the price that would be received by the holder of the financial asset (or liability) in an orderly transaction that is not a forced liquidation or distressed sale at the measurement date. The following table presents a summary of changes in the fair value amounts of the financial instruments classified within Level 3 for the three and six months ended June 30, 2015. Common Stock 2014 Call Options Series A Warrants Series B Warrants Put Option Liability Call Option Liability Total Fair value, net, January 1, 2015 $ 8,018,621 $ 6,644,680 $ 9,947,368 $ 4,227,632 $ (9,973,684 ) $ $ 18,864,617 Total gains (losses) included in earnings: Unrealized gains (losses) 4,045,660 (5,505,820 ) (1,460,160 ) Fair value, net, March 31, 2015 12,064,281 1,138,860 9,947,368 4,227,632 (9,973,684 ) 17,404,457 Total gains (losses) included in earnings: Unrealized gains (losses) (1,915,084 ) 2,366,784 (847,576 ) (395,876 ) Realized gains (losses) (9,823,026 ) (4,227,632 ) 9,849,013 (4,201,645 ) Exercised 500,000 (124,342 ) 124,671 500,329 Fair value, net, June 30, 2015 $ 10,649,197 $ 1,138,860 $ $ 2,366,784 $ $ (847,576 ) $ 13,307,265 |