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INVESTMENTS AND VALUATION
12 Months Ended
Dec. 31, 2011
INVESTMENTS AND VALUATION  
INVESTMENTS AND VALUATION

NOTE 4:       INVESTMENTS AND VALUATION

 

The Company’s investment securities are summarized as follows at December 31, 2011 and 2010, the valuation of which are primarily based on Level 3 inputs:

2011

2010

Cost

$411,004

$245,352

Unrealized appreciation (depreciation)

11,248,493

8,465,196

Fair market value

$11,659,497

$8,710,548

 

We follow Accounting Standards Codification (‘‘ASC’’) Topic 820 — Fair Value Measurements and Disclosures (“Topic 820”) for measuring the fair value of portfolio investments. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve a degree of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity.

 

Our fair value analysis includes an analysis of recent capital transactions with unrelated investors, the future cash flow projections of our investments, value of intellectual property and other proprietary assets. Financial investments recorded at fair value in the Company’s financial statements are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. The three levels are defined as follows:

 

Level 1:         Inputs are unadjusted, quoted prices in active markets for identical financial instruments at the measurement date.

 

Level 2:         Inputs include quoted prices for similar financial instruments in active markets and inputs that are observable for the financial instruments, either directly or indirectly. Level 2 inputs also include inputs, other than quoted prices, that are observable for the asset or liability being valued, either directly or indirectly.

 

Level 3:         Inputs include unobservable inputs for the asset or liability. The inputs into the determination of fair value are based upon the best information available and require management judgment.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and we consider factors specific to the investment.

 

Assets and liabilities measured at fair value on a recurring basis are summarized in the following tables according to FASB ASC 820 pricing levels.

 

Fair Value Measurement Using

Quoted prices in active markets of identical assets

Significant other observable inputs

Significant Unobservable Inputs

Recorded value

(Level 1)

(Level 2)

(Level 3)

December 31, 2011

  Assets:

     Portfolio company securities

 $         11,659,497

 $                   -

 

 $       11,659,497

December 31, 2010

  Assets:

     Portfolio company securities (1)

 $           8,710,548

 $              574

 

 $         8,709,974

(1) $8,709,974 was restated from Level 2 to Level 3

 

 

The following section describes the types of inputs we use for level 3 within the fair value hierarchy in which the investment is categorized, and the valuation techniques we use to measure the fair value of our investments.

 

Level 3 inputs include the terms of recent capital transactions with unaffiliated investors, financial statement metrics of comparable companies, nonfinancial-statement metrics of comparable companies, projected cash flows of our investments, applicable discount rates, the value of developed intellectual property, the value of the domain name and other proprietary assets.

 

The FASB provides guidance on the determination of fair value. Accounting Standards Codification Topic 820 establishes a framework for measuring fair value that includes three distinct valuation techniques, (i) the Market Approach, (ii) the Income Approach and (iii) the Asset (Cost) Approach. There is no single standard for determining fair value in good faith under any of these approaches, and as a result, determining fair value requires judgment be applied to the facts and circumstances of each of our portfolio investments. Topic 820 notes that in some cases the use of multiple valuation techniques will be appropriate. Under such circumstances, Topic 820 recommends that the results of the various techniques be evaluated and weighted appropriately. For investments where multiple valuation techniques are used to measure fair value, management evaluates and weights the results, considering the reasonableness of the range indicated by those results.

 

Following are descriptions of each technique and how we apply them to our portfolio companies.

 

·         Market Approach.  The market approach uses prices and other relevant information generated by market transactions involving our portfolio companies, or identical or comparable assets or liabilities. Common applications of this approach include our use of the valuation implied by market transactions in our portfolio companies by unaffiliated investors and market multiples derived from a set of comparable companies. When determining fair value under the Market Approach, we often draw from the terms of recent capital transactions with unaffiliated investors.

 

·         Income Approach. The income approach incorporates estimates of future cash flows or earnings and discounts them to a single present value based on current market expectations. Under the Income Approach we apply two discounted cash flow (“DCF”) methods to derive estimates of fair value.

 

·         Asset Approach. The asset approach is based on the fair market value of the company’s assets less the fair market value of the company’s liabilities. When applying this approach, we consider the cost to a market participant to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence, the aggregate amount of capital invested by LAST in such company, and the current fair market value of the company’s assets and liabilities.

 

As an investment company, the Company will invest in illiquid securities including equity securities of private companies. The structure of each equity security is specifically negotiated to enable the Company to protect its investment and maximize its returns. The Company’s investments are generally subject to some restrictions on resale and generally have no established trading market.

 

We expect that the majority of our investments will continue to be recorded at fair value based on Level 2 and Level 3 inputs and values determined in good faith by our Board of Directors utilizing the input of our management and advisory board. With respect to investments for which market quotations are not readily available, we undertake a disciplined valuation process on a quarterly basis, which is detailed below.

 

1.       Management considers which fair value techniques are applicable based on the type of investment being valued. If applying the asset approach, our management team aggregates the costs spent to develop the business and estimates the current cost to replicate such technology by another party. Under the market approach, our management team considers all transactions involving the portfolio company, as well as examines the current valuation levels of comparable investments. When applying the income approach, our management team develops cash flow forecasts and utilizes multiple discounted cash flow valuation techniques to approximate fair value. Management evaluates and weights the resulting valuations, considering the reasonableness of the range indicated by those results.

 

2.       Preliminary valuation conclusions are discussed with the BOD and subsequently discussed with members of our advisory board.

 

3.       The BOD considers the proposed valuations and determines the value of our portfolio companies in good faith based on the input of our management team and our advisory board.

 

 

We will record unrealized depreciation on investments when we believe that an investment has decreased in value or if the collection of a loan is doubtful. Conversely, we will record unrealized appreciation if we believe that the underlying portfolio company has appreciated in value and, therefore, our investment has also appreciated in value, where appropriate.

 

At December 31, 2011, 100% of our investments in portfolio companies represented investments recorded at fair value, as determined by our BOD. Due to the inherent uncertainty in determining the fair value of investments that do not have a readily available market value, the fair value of our investments determined in good faith by our Board of Directors may differ significantly from the value that would have been used had a ready market existed for such investments, and the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.

 

Our Portfolio of Investments

 

The following table is the schedule of our controlled investments as of December 31, 2011.

 

Company

Industry

Sub-Industry

% Owned

Market Value

Virurl, Inc.

Web-based tech

Advertising

64%

 2,887,440

Stockr, Inc.

Web-based tech

Financial Services

63%

 2,661,455

LottoPals, Inc.

Web-based tech

Social Gaming

99%

 3,000,000

Clowd, Inc.

Web-based tech

Location-based Communication

99%

 2,987,551

Sanguine Biosciences, Inc.

Biotechnology

Life Science

42%

 92,902

Stocktown Productions, Inc.

Creative Arts

Productions

81%

 30,149

$11,659,497

 
The following are descriptions of our portfolio companies. 
 
1.       Virurl, Inc. – virurl.com (open Alpha)

 

Virurl, Inc. (“Virurl”), is an online advertising platform that allows advertisers to pay people to share links with their friends. By creating a forum where users are paid for sharing links, the VIRURL platform empowers content creators and advertisers to tap the organic social networks of the web to drive traffic to their sites. Virurl is a “human-powered” advertising engine, enabling users to monetize what they are already doing everyday - sharing links with their friends.

 

2.       Stockr, Inc. – stockr.com (stealth)

 

Stockr, Inc. (“Stockr”) is a social platform for the stock market.  Stockr connects to every major brokerage firm in the United States, enabling users to see and discuss which stocks other users are trading in real-time. Users are empowered to exchange trading ideas, track the trades of those within their network, and gauge their investment performance relative to the Stockr community. Stockr embraces the social element of investing, and brings identity and transparency to an otherwise anonymous environment, unveiling a new layer of market information.

 

3.       Clowd, Inc. – clowd.com (stealth)

 

Clowd, Inc. (“Clowd”) is a communication platform that connects users based on location, not on who they know or follow. Clowd enables users to engage with those nearby from their phone to see the conversations happening at that moment.

 

4.       LottoPals, Inc. – lottopals.com (stealth)

 

LottoPals, Inc. (“LottoPals”) is developing web and mobile applications to allow people to play state lotteries with their friends online. Every week, millions of people play the lottery, both individually and by forming pools with friends, family and coworkers. LottoPals is bringing the lottery online, making the experience more convenient and fun.

 

5.       Sanguine Biosciences, Inc. – sanguinebio.com (revenue-generating)

 

Sanguine Biosciences, Inc. (“Sanguine”) provides highly viable primary human cells and tissues to the academic and industrial life science research community. The product offering spans customers’ needs mainly in the In Vitro Research & Development stage of Drug Development. The organization holds proprietary cryopreservation technology that allows for >90% post-thaw viability of primary human cells and tissues. Sanguine’s vision is to develop into the global leader in high quality cells and tissues for life science research and development.

 

6.       Stocktown Productions, Inc. – stocktownproductions.com (revenue-generating)

 

Stocktown Productions, Inc. (“Stocktown”) is a creative production company based in Santa Monica, California, specializing in video, animation and visual effects. In addition to video production, Stocktown provides web design, photography and graphic design work- bringing an original style and cutting-edge concepts to each project.