v3.22.2.2
INVESTMENTS
12 Months Ended
Jun. 30, 2022
INVESTMENTS [Abstract]  
INVESTMENTS
NOTE 4 – INVESTMENTS

The following table summarizes the composition of our equity method investments with fair value option election and other equity securities at fair value as of June 30, 2022 and 2021 (successor basis):

   
Fair Value
     Fair Value  
Asset Type
 
June 30, 2022
      June 30, 2021  
Publicly Traded Companies
 
$
-
    $ 169,200  
Non Traded Companies
   
11,517,226
      29,426,441  
Non Traded Company (Equity method investment with fair value option election)
   
-
      2,867,911  
GP Interests     18,333,000       -  
LP Interests
   
330,000
      288,494  
LP Interests (Equity method investment with fair value option election)
   
27,363,840
      37,722,483  
Investment Trust
   
49,178
      34,714  
Total
 
$
57,593,244
    $
70,509,243  

Our above total investments at fair value are disclosed in two separate lines as investments and unconsolidated investments (non-securities) in the consolidated balance sheets as of June 30, 2022 and 2021.

The following table presents fair value measurements of our investments as of June 30, 2022 and 2021, according to the fair value hierarchy (successor basis):

               As of June 30,2022
Asset Type
 
Total
   
Level I
   
Level II
   
Level III
 
Non Traded Companies
  $
11,517,226
    $
-
    $
-
    $
11,517,226
 
GP Interests     18,333,000       -       -       18,333,000  
LP Interests
   
27,693,840
     
-
     
-
     
27,693,840
 
Investment Trust
   
49,178
     
-
     
-
     
49,178
 
Total
 
$
57,593,244
   
$
-
   
$
-
   
$
57,593,244
 

                As of June 30,2021
Asset Type
 
Total
   
Level I
   
Level II
   
Level III
 
Publicly Traded Companies
 
$
169,200
   
$
169,200
   
$
-
   
$
-
 
Non Traded Companies
   
32,294,352
     
-
     
-
     
32,294,352
 
LP Interests
   
38,010,977
     
-
     
-
     
38,010,977
 
Investment Trust
   
34,714
     
-
     
-
     
34,714
 
Total
 
$
70,509,243
   
$
169,200
   
$
-
   
$
70,340,043
 

The following is a reconciliation of the beginning and ending balances for investments measured at fair value on a recurring basis using significant unobservable inputs (Level III of the fair value hierarchy) for the year ended June 30, 2022 (successor basis):

Balance at July 1, 2021
 
$
70,340,043
 
Purchases of investments
   
21,789,690
 
Transfers to Level I
   
(230,160
)
Fair value adjustment on FSP Satellite Corp. units owned prior to consolidation (Note 1)
    (3,106,018 )
Proceeds from sales, net
   
(33,218,158
)
Return of capital distributions
   
(11,807,238
)
Net realized gains
   
7,277,446
Net unrealized gains
   
6,547,639
 
Ending balance at June 30, 2022
 
$
57,593,244
 

The transfer of $230,160 of investments from Level III to Level I category during the year ended June 30, 2022 resulted from two of our investments converting from a non-traded REIT to publicly traded REIT. Transfers are assumed to have occurred at the beginning of the year.

For the year ended June 30, 2022, changes in unrealized gains, net included in earnings relating to Level III investments still held at June 30, 2022 were $8,698,216.
 
The following is a reconciliation of the beginning and ending balances for investments measured at fair value on a recurring basis using significant unobservable inputs (Level III of the fair value hierarchy) for the six months ended June 30, 2021 (successor basis):

Balance at December 31, 2020
 
$
68,877,889
 
Purchases of investments
   
8,830,765
 
Transfers to Level I
   
(229,879
)
Proceeds from sales, net
   
(1,922,780
)
Return of capital distributions
   
(6,001,052
)
Net realized losses
   
(160,108
)
Net unrealized gains
   
945,208
 
Ending balance at June 30, 2021
 
$
70,340,043
 

The transfers of $229,879 from Level III to Level I category during the six months ended June 30, 2021 resulted from one of our investments converting from a non-traded REIT to publicly traded REIT. Transfers are assumed to have occurred at the beginning of the period.

For the six months ended June 30, 2021, changes in unrealized gains, net included in earnings relating to Level III investments still held at June 30, 2021 were $945,208.
 
The following is a reconciliation of the beginning and ending balances for investments measured at fair value on a recurring basis using significant unobservable inputs (Level III of the fair value hierarchy) for the six months ended December 31, 2020 (predecessor basis):

Balance at July 1, 2020
 
$
86,460,491
 
Purchases of investments
   
13,448,477
 
Transfers to Level I     (1,900,470 )
Consolidation of the Operating Partnership
    (8,027,584 )
Proceeds from sales, net
   
(1,011,748
)
Return of capital
   
(11,486,835
)
Net realized gains
   
30,050
 
Net unrealized losses
   
(8,634,492
)
Ending balance at December 31, 2020
 
$
68,877,889
 

The transfer of $1,900,470 of investments from Level III to Level I category during the six months ended December 31, 2020 resulted from one of our investments converting from a non-traded REIT to publicly traded REIT. Transfers are assumed to have occurred at the beginning of the period.

For the six months ended December 31, 2020, changes in unrealized losses, net included in earnings relating to Level III investments still held at December 31, 2020 were $1,836,915.

The following table shows quantitative information about significant unobservable inputs related to the Level III fair value measurements used at June 30, 2022 (successor basis):

Asset Type
 
Fair Value
 
Primary Valuation
Techniques
 
Unobservable Inputs Used
 
Range
    Weighted Average
 
                         
Non Traded Companies
  $
1,011,081
 
Estimated Liquidation Value
 
Sponsor provided value
           
                      
Liquidity discount
   
25.0% - 75.0%

   
25.0%

Non Traded Companies
   
10,506,145
 
Market Activity
 
Secondary market industry publication
               
                      
Contracted purchase of security
               
                               
GP Interests     18,333,000   Market Activity   Contracted purchase price                
                               
LP Interests
   
21,550,730
 
Direct Capitalization Method
 
Capitalization rate
   
4.0% - 5.0%

   
4.2%

                      
Liquidity discount
   
15.0%

       
LP Interests
   
5,806,290
 
Discounted Cash Flow
 
Discount rate
   
6.3% - 9.0%

   
8.6%

LP Interests
   
6,820
 
Estimated Liquidation Value
 
Sponsor provided value
               
                      
Liquidity discount
   
12%

       
LP Interest     330,000   Market Activity         Secondary market industry publication                
                               
Investment Trust
   
49,178
 
Direct Capitalization Method
 
Capitalization rate
   
5.0%

       
                      
Liquidity discount
   
15.0%

       
   
$
57,593,244
                       

The following table shows quantitative information about significant unobservable inputs related to the Level III fair value measurements used at June 30, 2021 (successor basis):

Asset Type
 
Fair Value
 
Primary Valuation
Techniques
 
Unobservable Inputs Used
 
Range
   
Weighted Average
 
                         
Non Traded Company
 
$
2,867,911
 
Direct Capitalization Method
 
Capitalization rate
   
7.9%
   

 
                      
Liquidity discount
   
32.0%
   

 
Non Traded Companies
   
66,337
 
Estimated Liquidation Value
 
Sponsor provided value
             
                      
Liquidity discount
   
2.0% - 67.0%
     
53.6%

                 Bankruptcy filing
               
Non Traded Companies
   
29,360,104
 
Market Activity
 
Secondary market industry publication
               
                 Underlying property sales contract                
                 Acquisition cost                
                               
LP Interests
   
19,717,495
 
Direct Capitalization Method
 
Capitalization rate
   
3.5% - 7.5%
     
5.8%

                      
Liquidity discount
   
20.0% - 33.0%
     
20.9%

LP Interests
   
11,448,000
 
Discounted Cash Flow
 
Discount rate
   
9.0% - 20.0%
     
13.2%

                      
Discount term (months)
   
24
         
LP Interests
   
6,845,482
 
Estimated Liquidation Value
 
Sponsor provided value
               
                      
Underlying property sales contract
               
                      
Liquidity discount
   
5.0% - 46.19%
     
16.1%

                      
Appraisal
               
                               
Investment Trust
   
34,714
 
Direct Capitalization Method
 
Capitalization rate
    6.0%          
                  Liquidity discount     33.0%          
   
$
70,340,043
                       

Impact of COVID-19 Pandemic

The COVID-19 pandemic and related changes in tenant behavior have adversely impacted the fair value of our investments as of June 30, 2022 and 2021, and the values assigned as of this date may differ materially from the values that we may ultimately realize with respect to our investments. The impact of the COVID-19 pandemic may not yet be fully reflected in the valuation of our investments as our valuations, and particularly valuations of private investments and private companies, are inherently uncertain, may fluctuate over short periods of time and are often based on estimates, comparisons and qualitative evaluations of private information that is often from a time period earlier, generally two to three months, than the quarter for which we are reporting. Additionally, we may not have yet received information or certifications from our portfolio companies that indicate any or the full extent of declining performance or non-compliance with debt covenants, as applicable, as a result of the COVID-19 pandemic. As a result, our valuations at June 30, 2022 and 2021, may not show the complete or continuing impact of the COVID-19 pandemic and the resulting measures taken in response thereto. Accordingly, we may continue to incur additional net unrealized losses or may incur realized losses subsequent to June 30, 2022, which could have a material adverse effect on our business, financial condition and results of operations.

Summarized Financial Statements for Equity Method Investments (Fair Value Option)

Our investments in securities are generally in small and mid-sized companies in a variety of industries. In accordance with the Rule 8-03(b)(3) of Regulation S-X applicable for smaller reporting companies, we must determine which of our equity method investments measured at fair value under the Fair Value Option are considered “significant”, if any. Regulation S-X mandates the use of three different tests to determine if any of our investments are considered significant investments: the investment test, the asset test, and the income test. The rule requires summarized financial statements for any significant equity method investments in an annual and interim report if any of the three tests exceed 20%.

In addition to the SEC rules, ASC 323-10-50-3(c) requires summarized financial statements of its equity method investments, including those reported under the fair value option, if they are material individually or in aggregate. Our investment in Dimension 28, LLP was determined to be significant under the income test as of June 30, 2022. In addition, our equity method investments accounted under the fair value option were material in aggregate as of June 30, 2022. The summarized financial information of Dimension 28, LLP and aggregated summarized financial information of all equity method investees is as follows:

    Dimension 28, LLP
   
All Equity Method
Investee Aggregated
 
Total Assets
  $ 18,684,443     $
95,185,176
 
Total Liabilities
  $ 13,788,779     $
73,988,432
 
Total Equities
  $ 4,895,664     $
21,196,744
 
Total Revenues
  $ 3,075,016     $
13,139,175
 
Total Expenses
  $ 3,747,794     $
13,013,280
 
Total Net Income (Loss)
  $ (672,778 )   $
125,895
 

Unconsolidated Significant Subsidiaries

In accordance with SEC Rules 3-09 and 4-08(g) of Regulation S-X, we must determine which of our investments in securities are considered “significant subsidiaries”, if any. Regulation S-X mandates the use of three different tests to determine if any of our controlled investments are significant subsidiaries: the investment test, the asset test, and the income test. Rule 3-09 of Regulation S-X requires separate audited financial statements for any unconsolidated majority-owned subsidiary in an annual report if any of the three tests exceed 20%. Rule 4-08(g) of Regulation S-X requires summarized financial information in an annual report if any of the three tests exceeds 10%.

As of June 30, 2022 and 2021, none of our investments in securities was considered an unconsolidated significant subsidiary under the SEC rules described above.