INVESTMENTS, AT FAIR VALUE | NOTE 3 FAIR VALUE MEASUREMENTS The Company's financial instruments recorded at fair value have been categorized based upon a fair value hierarchy in accordance with accounting guidance. The following fair value hierarchy tables set forth the Companys recurring fair value measurements at June 30, 2016 and December 31, 2015. Assets and Liabilities Measured at Fair Value on a Recurring Basis June 30, 2016 Level 1 Level 2 Level 3 Total Assets Financial instruments, at fair value: Common Stocks $ $ $ 8,149,214 $ 8,149,214 Real Estate Company Investments 277,500 277,500 2014 Call Options 1,135,863 1,135,863 Series B Warrants 840,047 840,047 Total Financial instruments, at fair value 10,402,624 10,402,624 Total assets held at fair value $ $ $ 10,402,624 $ 10,402,624 Liabilities Financial instruments, at fair value: Third Party Call Options 550,544 550,544 Total liabilities held at fair value $ $ $ 550,544 $ 550,544 Assets and Liabilities Measured at Fair Value on a Recurring Basis December 31, 2015 Level 1 Level 2 Level 3 Total Assets Financial instruments, at fair value: Common Stocks $ $ $ 9,896,605 $ 9,896,605 Real Estate Company Investments 277,500 277,500 2014 Call Options 1,135,863 1,135,863 Series B Warrants 1,851,750 1,851,750 Total Financial instruments, at fair value 13,161,718 13,161,718 Total assets held at fair value $ $ $ 13,161,718 $ 13,161,718 Liabilities Financial instruments, at fair value: Third Party Call Options 619,122 619,122 Total liabilities held at fair value $ $ $ 619,122 $ 619,122 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. Details of the Companys recurring fair value measurements are as follow: June 30, 2016 Cost Estimated Fair Value Unrealized Gain (Loss) ASSETS Common Stocks $ 1,004,300 $ 8,149,214 $ 7,144,914 Real Estate Company Investments 277,500 277,500 2014 Call Options 450 1,135,863 1,135,413 Series B Warrants 840,047 840,047 $ 1,282,250 $ 10,402,624 $ 9,120,374 LIABILITIES Third-Party Call Options $ $ (550,544 ) $ (550,544 ) December 31, 2015 Cost Estimated Fair Value Unrealized Gain (Loss) ASSETS Common Stocks $ 1,004,992 $ 9,896,605 $ 8,891,613 Real Estate Company Investments 277,500 277,500 2014 Call Options 450 1,135,863 1,135,413 Series B Warrants 1,851,750 1,851,750 $ 1,282,942 $ 13,161,718 $ 11,878,776 LIABILITIES Third Party Call Options $ $ (619,122 ) $ (619,122 ) For the quarter ended June 30, 2016, the Company recorded a net change in unrealized gain/(loss) on financial instruments of $(819,342) and a net realized gain on financial instruments of $449,823. For the quarter ended June 30, 2015, the Company recorded a net change in unrealized gain on financial instruments of $(395,876) and a net realized loss on financial instruments of $2,286,616. For the six months period ended June 30, 2016, the Company recorded a change in net unrealized gain on financial instruments of $(2,689,825) and a net realized gain on financial instruments of $1,751,309. For the six months period ended June 30, 2015, the Company recorded a change in net unrealized gain/(loss) on financial instruments of $(1,856,036) and a net realized loss on financial instruments of $826,456. During the first quarter of 2014, the Company purchased shares in a company 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, 2016, 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 November 2014, the Company sold 436,681 of these shares. In August 2014, the Company purchased options to acquire 8,743,000 outstanding shares of Twinlabs Common Stock (collectively, the Call Options) in a private transaction from 14 stockholders, for total consideration of $2,623. The Call Options exercise price is $0.0001 per share and the Call Options expired in August 2015. Such options were immediately exercisable and in February 2015, the Company exercised 7,244,500 of those options. As of June 30, 2016, the Company owns 1,498,500 of these options to acquire shares of Twinlabs Common Stock. 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. In 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 and the call option was valued at $0.156 per call option. In addition, in 2015, the Company sold an aggregate of 2,078,255 shares of Twinlab common stock (without any associated detachable call options) to various unrelated third party accredited investors, for $0.76 per share. In addition, in the first quarter of 2016, the Company sold an aggregate of 1,713,159 shares of Twinlab common stock (without any associated detachable call options) to various unrelated third party accredited investors, for $0.76 per share. In the second quarter of 2016, the Company sold an aggregate of 592,106 shares of Twinlab common stock (without any associated detachable call options) to various unrelated third party accredited investors, for $0.76 per share. As of June 30, 2016, the Company owned 10,750,942 shares of Twinlabs common stock. Twinlab and the Company 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; such tranche of warrants expired mostly unexercised), one for 4,000,000 warrant shares (expired on 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 could not exercise a Contingent Call Option unless it had 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. As of June 30, 2016, the Company held 12,000,000 warrants under the Series B Warrant. On October 1, 2015, Twinlab and the Company entered into Amendment No. 1 to Agreement for Limited Waiver of Non-Circumvention Provision and to Compromise Agreement and Release, pursuant to which a prior agreement calling for contingent payments of cash and equity to the Company was amended to remove the Companys right to any such contingent payments of cash and equity compensation, and in return the three Contingent Call Options were immediately cancelled. As of June 30, 2016, the Companys position in Twinlab securities was as follows, and the Company had no contingent liabilities to Twinlab: - The Company held 10,750,942 outstanding Twinlab shares (9,764,100 unrestricted, free-trading Twinlab shares and 986,842 restricted Twinlab shares). - The Company held 12,000,000 warrants under the Series B Warrant, at a $0.76 per share exercise price, with effective expiration dates at July 31, 2016 (as to 6,000,000 of such warrants) and November 30, 2016 (as to the other 6,000,000 of such warrants). - A Registration Rights Agreement remains in full force and effect to enable the Securities Act registration of all Twinlab shares issued upon prior or future exercises of the Companys Warrants. - The Company has a claim against third-party optionors for delivery to the Company of 1,498,500 Twinlab shares against the Call Options which they granted to the Company and which the Company has exercised. - The Company is contingently obligated to deliver Twinlab shares to its accredited-investor counterparties under the 3,976,647 detachable call options, if and when the detachable call options are exercised. - The Company has no actual or potential Put liability or Contingent Call Option liability. As of June 30, 2016, the Company owned less than 10% of Twinlabs outstanding common stock. In July 2015, in exchange for $277,500, the Company acquired a 20% interest in privately-held Western New York real estate companies LC Strategic Realty, LLC and LC Strategic Holdings, LLC, as well as in all other business conducted or to be conducted by the firms majority holders to the extent such other business has a primary focus on (a) real estate (subject to the exclusion of certain specified projects), (b) media/entertainment/show business, or (c) endorsements/advertisements/personal appearances/use of likeness/monetization of celebrity. The following table includes a roll forward of the amounts for the quarter ended June 30, 2016 for financial instruments classified within Level 3. Level 3 Recurring Fair Value Measurements For the Three Months Ended June 30, 2016 Common Stock Real Estate Company Investments 2014 Call Options Series B Warrants Third-Party Call Options Liability Total Fair value, net, April 1, 2016 $ 8,598,030 $ 277,500 $ 1,135,863 $ 1,268,937 $ (608,731 ) $ 10,671,599 Unrealized gains (losses) included in earnings 1,184 (428,890 ) 58,187 (369,519 ) Purchases Sales (450,000 ) (450,000 ) Settlements/exercises Transfers in and/or out of Level 3 Fair value, net, June 30, 2016 $ 8,149,214 $ 277,500 $ 1,135,863 $ 840,047 $ (550,544 ) $ 9,852,080 Unrealized gains (losses) still held $ 7,144,914 $ $ 1,135,413 $ 840,047 $ (550,544 ) $ 8,569,830 Level 3 Recurring Fair Value Measurements For the Six Months Ended June 30, 2016 Common Stock Real Estate Company Investments 2014 Call Options Series B Warrants Third-Party Call Options Liability Total Fair value, net, January 1, 2016 $ 9,896,605 $ 277,500 $ 1,135,863 $ 1,851,750 $ (619,122 ) $ 12,542,596 Unrealized gains (losses) included in earnings 4,609 (1,011,703 ) 68,578 (938,516 ) Purchases Sales (1,752,000 ) (1,752,000 ) Settlements/exercises Transfers in and/or out of Level 3 Fair value, net, June 30, 2016 $ 8,149,214 $ 277,500 $ 1,135,863 $ 840,047 $ (550,544 ) $ 9,852,080 Unrealized gains (losses) still held $ 7,144,914 $ $ 1,135,413 $ 840,047 $ (550,544 ) $ 8,569,830 Quantitative information about the valuation techniques and unobservable inputs is required to be disclosed for certain recurring and nonrecurring fair value measurements. The following tables present quantitative information about the valuation techniques and unobservable inputs applied to Level 3 fair value measurements for financial instruments measured at fair value on a recurring and nonrecurring basis at June 30, 2016 and December 31, 2015. Quantitative Information about Level 3 Fair Value Measurements at June 30, 2016 Fair Valuation Unobservable Range Value Technique Inputs Assets Common Stock $ 8,149,214 Discounted cash flow Guideline company transactions method Guideline publicly-traded company method Growth rate Risk premium factors Revenue multiple EBITDA multiple 13.00%-15.20% (2.50%)-7.00% 1.10-2.10 9.30-13.80 2014 Call Options 1,135,863 Discounted cash flow Guideline company transactions method Guideline publicly-traded company method Growth rate Risk premium factors Revenue multiple EBITDA multiple 13.00%-15.20% (2.50%)-7.00% 1.10-2.10 9.30-13.80 Series B Warrants 840,047 Option pricing model Duration Risk-free interest rate Volatility 0.09-0.42 years 0.20%-0.33% 50% Investment in Real Estate Companies 277,500 Recent transaction Total assets held at fair value $ 10,402,624 Liabilities Call option liability $ 550,544 Option pricing model Duration Risk-free interest rate Volatility 1.73-1.91 years 0.54%-0.57% 50% Total liabilities held at fair value $ 550,544 Quantitative Information about Level 3 Fair Value Measurements at December 31, 2015 Fair Valuation Unobservable Range Value Technique Inputs Assets Common Stock $ 9,896,605 Discounted cash flow Guideline company transactions method Guideline publicly-traded company method Growth rate Risk premium factors Revenue multiple EBITDA multiple 13.00%-15.20% (2.50%)-7.00% 1.10-2.10 9.30-13.80 2014 Call Options 1,135,863 Discounted cash flow Guideline company transactions method Guideline publicly-traded company method Growth rate Risk premium factors Revenue multiple EBITDA multiple 13.00%-15.20% (2.50%)-7.00% 1.10-2.10 9.30-13.80 Series B Warrants 1,851,750 Option pricing model Duration Risk-free interest rate Volatility 0.25-0.92 years 0.16%-0.62% 50% Investment in Real Estate Companies 277,500 Recent transaction Total assets held at fair value $ 13,161,718 Liabilities Call option liability $ 619,122 Option pricing model Duration Risk-free interest rate Volatility 2.23-2.40 years 1.12%-1.16% 50% Total liabilities held at fair value $ 619,122 In the six months ended June 30, 2016, the Company sold an aggregate of 2,305,265 shares of Twinlab common stock to various unrelated third party accredited investors, in private transactions, for $0.76 per share. In the three months ended June 30, 2016, the Company sold an aggregate of 592,106 shares of Twinlab common stock to various unrelated third party accredited investors, in private transactions, for $0.76 per share. In addition, 4,000,000 of the Company's warrants to purchase Twinlab common stock (for $0.76 per share) expired on March 31, 2016 in accordance with their terms. |