Quarterly report pursuant to Section 13 or 15(d)

Fair value of financial instruments

v3.19.1
Fair value of financial instruments
3 Months Ended
Mar. 31, 2019
Financial Instruments, Owned, at Fair Value [Abstract]  
Financial Instruments Disclosure [Text Block]
Note 7. Fair value of financial instruments
 
FASB ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a framework for measuring the fair value of assets and liabilities according to a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the asset or liability based on the best information available under the circumstances.
 
The hierarchy is broken down into the following three levels, based on the reliability of inputs:
 
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.
 
Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data.
 
Level 3: Significant unobservable inputs for assets or liabilities that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the assets or liabilities.
  
Fair value is determined on a recurring basis based on appraisals by qualified licensed appraisers and is adjusted for management’s estimates of costs to sell and holding period discounts.
 
The following table presents information as of December 31, 2018 about significant unobservable inputs (Level 3) used in the valuation of assets measured at fair value on a recurring basis:
 
Financial Instrument
 
Fair Value
 
 
Valuation technique
 
Significant Unobservable inputs
Convertible notes receivable
 
$
837,817
 
 
Monte Carlo Simulation
 
Probability of conversion and interest rates on comparable financial instruments
Investment in warrants
 
$
67,000
 
 
Black-Scholes Option Pricing Model
 
Common stock volatility and discount
 
The fair value of the convertible notes receivable (and related discount) at the date of issuance was determined using the Monte Carlo simulation, probability of conversion and comparable interest rates. The Company did not have any of these financial instruments at March 31, 2019.
 
The assumptions used to measure the fair value of the convertible notes receivable as of original issuance date and as of December 31, 2018 were as follows:
 
 
 
Issuance
Dates
 
 
December 31,
2018
 
Risk-Free Interest Rate
 
 
2.41%-2.47
%
 
 
2.41
%
Probability of conversion into equity
 
 
50%-90
%
 
 
90
%
Expected Volatility
 
 
91.95
%
 
 
91.95
%
Term
 
 
 .09-.59 years
 
 
 
.09 year
 
 
The Company held a warrant to purchase common shares of Alliance MMA.  The fair value of the warrant asset (and related discount) at the date of issuance was determined using the Black-Scholes option pricing model. The Black-Scholes model uses a combination of observable inputs (Level 2) and unobservable inputs (Level 3) in calculating fair value.
 
The assumptions used to measure the fair value of the warrants as of original issuance date and as of December 31, 2018 were as follows:
 
 
 
Issuance
Date
 
 
December 31,
2018
 
Risk-Free Interest Rate
 
 
2.47
%
 
 
2.41
%
Expected Dividend Yield
 
 
0
%
 
 
0
%
Expected Volatility
 
 
91.95
%
 
 
91.95
%
Term
 
 
 5 years
 
 
 
5 years
 
Fair Market Value of Common Stock
 
$
0.3275
 
 
$
0.16
 
 
The balances and levels of the assets measured at fair value on a recurring basis at December 31, 2018 are presented in the following table:
 
 
 
Quoted
 
 
 
 
 
 
 
 
 
prices
 
 
 
 
 
 
 
 
 
in active
 
 
Significant
 
 
 
 
 
 
markets for
 
 
other
 
 
Significant
 
 
 
identical
 
 
observable
 
 
unobservable
 
 
 
assets
 
 
inputs
 
 
inputs
 
 
 
(level 1)
 
 
(level 2)
 
 
(level 3)
 
 
 
 
 
 
 
 
 
 
 
Financial assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Convertible notes receivable
 
$
     -
 
 
$
     -
 
 
$
837,317
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment in warrants
 
 
-
 
 
 
-
 
 
 
67,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
-
 
 
$
-
 
 
$
904,317
 
  
A summary of the changes in the Company’s convertible notes receivable at fair value using significant observable inputs (Level 3) as of and for the quarter ended March 31, 2019 is as follows:
 
 
 
 2019
 
Convertible notes receivable, December 31, 2018
 
$
837,317
 
Notes issued (face value $215,000), at fair value
 
 
196,000
 
Increase in fair value
 
 
531,405
 
Conversion of notes into common stock
 
 
(1,564,722
)
Investment in notes receivable, March 31, 2019
 
$
 -
 
 
A summary of the changes in the Company’s investment in warrants measured at fair value using significant observable inputs (Level 3) as of and for the quarter ended March 31, 2019 is as follows:
 
 
 
2019
 
Investment in warrants, December 31, 2018
 
$
67,000
 
Warrants issued to the Company
 
 
19,000
 
Increase in fair value
 
 
55,000
 
Conversion of warrants into common stock
 
 
(141,000
)
Investment in warrants, March 31, 2019
 
$
-
 
  
The values of the investment in warrants at issuance and as of March 31, 2019 were $152,000 and $0, respectively,  with a gain from the change in fair value of $55,000 for the quarter ended March 31, 2019 and is disclosed in the accompanying consolidated statement of operations.