UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.:
Large accelerated filer |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The registrant had
LM FUNDING AMERICA, INC.
TABLE OF CONTENTS
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PART I. |
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Item 1. |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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2
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
LM Funding America, Inc. and Subsidiaries Consolidated Balance Sheets
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March 31, |
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December 31, |
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2023 |
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2022 |
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(Unaudited) |
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Assets |
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Cash |
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$ |
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$ |
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Digital Assets (Note 2) |
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Finance receivables |
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Marketable securities (Note 5) |
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Notes receivable from Seastar Medical Holding Corporation (Note 5) |
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- |
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Prepaid expenses and other assets |
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Income tax receivable |
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Current assets |
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Fixed assets, net (Note 3) |
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Deposits on mining equipment (Note 4) |
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Hosting services deposit (Note 4) |
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Real estate assets owned |
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Long-term investments - debt security (Note 5) |
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Less: Allowance for losses on debt security (Note 5) |
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Long-term investments - debt security, net (Note 5) |
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Long-term investments - equity securities (Note 5) |
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Investment in Seastar Medical Holding Corporation (Note 5) |
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Notes receivable from Seastar Medical Holding Corporation (Note 5) |
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- |
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Operating lease - right of use assets (Note 8) |
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Other assets |
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Long-term assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders' equity |
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Accounts payable and accrued expenses |
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Note payable - short-term (Note 6) |
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Due to related parties (Note 7) |
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Current portion of lease liability (Note 8) |
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Total current liabilities |
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Lease liability - net of current portion (Note 8) |
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Long-term liabilities |
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Total liabilities |
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Stockholders' equity (Note 9) |
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Preferred stock, par value $ |
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Common stock, par value $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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Total LM Funding America stockholders' equity |
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Non-controlling interest |
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Total stockholders' equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
LM Funding America, Inc. and Subsidiaries Consolidated Statements of Operations (unaudited)
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Three Months Ended March 31, |
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2023 |
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2022 |
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Revenues: |
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Digital mining revenues |
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$ |
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$ |
- |
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Specialty finance revenue |
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Rental revenue |
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Total revenues |
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Operating costs and expenses: |
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Digital mining cost of revenues (exclusive of depreciation and amortization shown below) |
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- |
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Staff costs & payroll |
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Professional fees |
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Settlement costs with associations |
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- |
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Selling, general and administrative |
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Real estate management and disposal |
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Depreciation and amortization |
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Collection costs |
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Impairment loss on mined digital assets |
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- |
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Realized gain on sale of mined digital assets |
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- |
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Other operating costs |
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Total operating costs and expenses |
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Operating loss |
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( |
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( |
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Realized loss on securities |
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- |
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Unrealized gain on convertible debt security |
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- |
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Unrealized gain on marketable securities |
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Impairment loss on prepaid mining machine deposits |
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( |
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Unrealized loss on investment and equity securities |
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( |
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( |
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Realized gain on sale of purchased digital assets |
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- |
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Digital assets other income |
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- |
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Other income - coupon sales |
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- |
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Dividend income |
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- |
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Interest income |
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Loss before income taxes |
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$ |
( |
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$ |
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Income tax expense |
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- |
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Net loss |
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$ |
( |
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$ |
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Less: Net loss attributable to non-controlling interest |
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Net loss attributable to LM Funding America Inc. |
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$ |
( |
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$ |
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Basic loss per common share |
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$ |
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$ |
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Diluted loss per common share |
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$ |
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$ |
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Weighted average number of common shares outstanding |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
LM Funding America, Inc. and Subsidiaries Consolidated Statements of Cash Flows
(unaudited)
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Three Months ended March 31, |
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2023 |
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2022 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
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$ |
( |
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$ |
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Adjustments to reconcile net loss to cash used in operating activities |
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Depreciation and amortization |
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Noncash lease expense |
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Stock compensation |
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- |
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Stock option expense |
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Accrued investment income |
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Digital assets other income |
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- |
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Impairment loss on digital assets |
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- |
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Impairment loss on prepaid mining machine deposits |
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- |
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Unrealized gain on convertible debt security |
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- |
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( |
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Unrealized gain on marketable securities |
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Unrealized loss on investment and equity securities |
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Realized loss on securities |
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- |
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Realized gain on sale of digital assets |
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Proceeds from securities |
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- |
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Change in operating assets and liabilities: |
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Prepaid expenses and other assets |
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Advances (repayments) to related party |
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Accounts payable and accrued expenses |
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Stablecoin |
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- |
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Mining of digital assets |
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- |
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Proceeds from sale of digital assets |
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- |
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Lease liability payments |
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( |
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( |
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Deferred taxes and taxes payable |
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- |
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( |
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Income taxes receivable |
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- |
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Net cash used in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Net collections of finance receivables - original product |
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- |
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Net collections of finance receivables - special product |
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( |
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Capital expenditures |
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- |
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Investment in note receivable |
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- |
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Collection of note receivable |
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Investment in digital assets |
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( |
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- |
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Proceeds from sale of purchased digital assets |
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- |
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Deposits for mining equipment |
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( |
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( |
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Net cash provided by (used in) investing activities |
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( |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Insurance financing repayments |
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( |
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( |
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Insurance financing |
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- |
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Net cash used in financing activities |
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( |
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( |
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NET DECREASE IN CASH |
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( |
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( |
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CASH - BEGINNING OF YEAR |
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CASH - END OF YEAR |
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$ |
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$ |
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SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES |
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ROU assets and operating lease obligation recognized |
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$ |
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$ |
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Reclassification of mining equipment deposit to fixed assets, net |
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$ |
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$ |
- |
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SUPPLEMENTAL DISCLOSURES OF CASHFLOW INFORMATION |
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Cash paid for taxes |
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$ |
- |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
LM Funding America, Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders’ Equity
For the Three Months Ended March 31, 2023 and 2022
(unaudited)
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Common Stock |
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Shares |
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Amount |
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Additional paid-in capital |
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Accumulated Deficit |
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Non-Controlling Interest |
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Total Equity |
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Balance - December 31, 2021 |
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$ |
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$ |
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$ |
( | ) |
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$ |
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$ |
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Common stock issued for services |
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( |
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- |
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- |
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- |
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Stock compensation |
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- |
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- |
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- |
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- |
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Stock option expense |
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- |
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- |
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- |
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- |
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Net loss |
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- |
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- |
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- |
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( |
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( |
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( |
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Balance - March 31, 2022 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Balance - December 31, 2022 |
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$ |
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$ |
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$ |
( | ) |
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$ |
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$ |
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Stock option expense |
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- |
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- |
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- |
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- |
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Net loss |
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- |
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- |
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- |
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( |
) |
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( |
) |
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( |
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Balance - March 31, 2023 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
LM FUNDING AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2023
(UNAUDITED)
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
LM Funding America, Inc. (“we”, “our”, “LMFA” or the “Company”) was formed as a Delaware corporation on April 20, 2015.
LMFA is the sole member of several entities including LM Funding, LLC, which was organized in January 2008, US Digital Mining and Hosting Co., LLC, which was formed on September 10, 2021; LMFA Financing LLC, formed on November 23, 2020, and LMFAO Sponsor LLC, formed on October 29, 2020. Additionally, USDM has formed various
The Company also from time to time organizes other subsidiaries to serve a specific purpose or hold a specific asset.
The Company currently has
On September 15, 2021, we announced our plan to operate in the Bitcoin mining ecosystem, and we subsequently commenced Bitcoin mining operations in late September 2022. This business operation deploys our computing power to mine Bitcoin and validate transactions on the Bitcoin network. We conduct this business through a wholly owned subsidiary, US Digital Mining and Hosting Co., LLC, a Florida limited liability company ("US Digital"), which we formed in 2021 to develop and operate our cryptocurrency mining business.
With respect to our specialty finance business, the Company has historically engaged in the business of providing funding to nonprofit community associations primarily located in the State of Florida. We offer incorporated nonprofit community associations, which we refer to as “Associations”, a variety of financial products customized to each Association’s financial needs. Our original product offering consists of providing funding to Associations by purchasing their rights under delinquent accounts that are selected by the Associations arising from unpaid Association assessments. Historically, we provided funding against such delinquent accounts, which we refer to as “Accounts”, in exchange for a portion of the proceeds collected by the Associations from the account debtors on the Accounts. In addition to our original product offering, we also purchase Accounts on varying terms tailored to suit each Association’s financial needs, including under our New Neighbor Guaranty™ program.
Cryptocurrency Mining Business
Bitcoin was introduced in 2008 with the goal of serving as a digital means of exchanging and storing value. Bitcoin is a form of digital currency that depends upon a consensus-based network and a public ledger called a “blockchain”, which contains a record of every Bitcoin transaction ever processed. The Bitcoin network is the first decentralized peer-to-peer payment network, powered by users participating in the consensus protocol, with no central authority or middlemen, that has wide network participation. The authenticity of each Bitcoin transaction is protected through digital signatures that correspond with addresses of users that send and receive Bitcoin. Users have full control over remitting Bitcoin from their own sending addresses. All transactions on the Bitcoin blockchain are transparent, allowing those running the appropriate software to confirm the validity of each transaction. To be recorded on the blockchain, each Bitcoin transaction is validated through a proof-of-work consensus method, which entails solving complex mathematical problems to validate transactions and post them on the blockchain. This process is called mining. Miners are rewarded with Bitcoins, both in the form of newly-created Bitcoins and transaction fees in Bitcoin, for successfully solving the mathematical problems and providing computing power to the network.
We obtain Bitcoin as a result of our mining operations, and we sell Bitcoin from time to time to support our operations and strategic growth. We plan to convert our Bitcoin to U.S. dollars. We may engage in regular trading of Bitcoin or engage in hedging activities related to our holding of Bitcoin. However, our decisions to hold or sell Bitcoin at any given time may be impacted by the Bitcoin market, which has been historically characterized by significant volatility. Currently, we do not use a formula or specific methodology to determine whether or when we will sell Bitcoin that we hold, or the number of Bitcoins we will sell. Rather, decisions to hold or sell Bitcoins are currently determined by management by monitoring the market in real time.
Factors such as access to computer processing capacity, interconnectivity, electricity cost, environmental factors (such as cooling capacity) and location play important roles in mining. In Bitcoin mining, “hashrate” is a measure of the computing and processing power and speed by which a mining computer mines and processes transactions on the Bitcoin network. We expect to continue increasing our computing power through 2023 and beyond as we expand the number of active mining machines. A company’s
7
computing power measured in hashrate is generally considered to be one of the most important metrics for evaluating Bitcoin mining companies.
Specialty Finance Company
In our specialty finance business, we purchase an Association’s right to receive a portion of the Association’s collected proceeds from owners that are not paying their assessments. After taking assignment of an Association’s right to receive a portion of the Association’s proceeds from the collection of delinquent assessments, we engage law firms to perform collection work on a deferred billing basis wherein the law firms receive payment upon collection from the account debtors or a predetermined contracted amount if payment from account debtors is less than legal fees and costs owed. Under this business model, we typically fund an amount equal to or less than the statutory minimum an Association could recover on a delinquent account for each Account, which we refer to as the “Super Lien Amount”. Upon collection of an Account, the law firm working on the Account, on behalf of the Association, generally distributes to us the funded amount, interest, and administrative late fees, with the law firm retaining legal fees and costs collected, and the Association retaining the balance of the collection. In connection with this line of business, we have developed proprietary software for servicing Accounts, which we believe enables law firms to service Accounts efficiently and profitably.
Under our New Neighbor Guaranty™ program, an Association will generally assign substantially all of its outstanding indebtedness and accruals on its delinquent units to us in exchange for payment by us of monthly dues on each delinquent unit. This simultaneously eliminates a substantial portion of the Association’s balance sheet bad debts and assists the Association to meet its budget by receiving guaranteed monthly payments on its delinquent units and relieving the Association from paying legal fees and costs to collect its bad debts. We believe that the combined features of the program enhance the value of the underlying real estate in an Association and the value of an Association’s delinquent receivables.
Because we acquire and collect on the delinquent receivables of Associations, the Account debtors are third parties about whom we have little or no information. Therefore, we cannot predict when any given Account will be paid off or how much it will yield. In assessing the risk of purchasing Accounts, we review the property values of the underlying units, the governing documents of the relevant Association, and the total number of delinquent receivables held by the Association.
Principles of Consolidation
The consolidated financial statements include the accounts of LMFA and its wholly-owned subsidiaries: LM Funding, LLC; LMF October 2010 Fund, LLC; REO Management Holdings, LLC (including all
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim consolidated financial statements as of March 31, 2023 and for the Three Months ended March 31, 2023 and March 31, 2022, respectively are unaudited. In the opinion of management, the interim consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. The accompanying consolidated balance sheet as of December 31, 2022, is derived from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10-K for fiscal the year ended December 31, 2022.
Reclassifications
Certain prior period amounts on the consolidated balance sheets have been reclassified to conform to the current period presentation.
Segment and Reporting Unit Information
Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Chief Executive Officer and Chief Financial Officer of the Company are determined to comprise the CODM, as a group. The Company has
8
Digital Assets
When applicable, we account for all digital assets other than stablecoin as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. We have ownership of and control over our digital assets and use third-party custodial services to secure it. Digital assets that are purchased are initially recorded at cost and digital assets that are received in exchange for services provided are recognized at fair value as of the date received. Digital assets are measured on the consolidated balance sheet at cost, net of any impairment losses incurred since acquisition. We account for stablecoin as financial assets in accordance with ASC 310, Receivables. The stablecoin are recorded at cost less impairment, which approximates their fair value.
We determine the fair value of our digital assets that are accounted for as intangible assets in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level 1 inputs). We perform an analysis each month to identify whether events or changes in circumstances indicate that it is more likely than not that our digital assets are impaired. If the current carrying value of a digital asset exceeds the fair value so determined, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the fair value determined.
The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. When applicable, any impairment loss on digital assets held for investment would be recognized during the period incurred within "Impairment loss on digital assets" in other income/expense in the consolidated statements of operations. Impairment loss on mined digital assets would be recognized during the period incurred within "Impairment loss on mined digital assets" in operating costs and expenses in the consolidated statements of operations.
Gains or losses are not recorded until realized upon sale, at which point they are presented separately from any impairment losses. Any realized gain or loss from the sale of digital assets that were purchased as an investment is recorded in other income (loss), while any realized gain or loss from the sale of digital assets that were earned through mining operations would be recognized within operating costs and expenses. The Company accounts for its gains or losses in accordance with the first in first out (“FIFO”) method of accounting.
Digital assets earned by the Company through its mining activities, proceeds from the sale of mined digital assets, realized gain (loss) from the sale of digital assets and the loss on impairment of digital assets are included within operating activities on the consolidated statements of cash flows, where applicable. Purchases of digital assets and proceeds from the sale of purchased digital assets and included within investing activities in the consolidated statements of cash flows.
Equipment Purchases
We ordered 125 S19 XP machines in January 15, 2023 from Bitmain for an aggregate purchase price of approximately $
Fixed Assets
The Company capitalizes all acquisitions of fixed assets in excess of $
The Company classifies mining machine deposit payments within "Deposits on mining equipment" in the consolidated balance sheets. As mining machines are received, the respective cost of the mining machines plus the related shipping and customs fees are reclassified from "Deposits on mining equipment" to "Fixed assets, net" in the consolidated balance sheet. Refer to Note 4.
The Company operates in an emerging industry for which limited data is available to make estimates of the useful economic lives of mining machines. To the extent that any of the assumptions underlying management’s estimate of useful life of its mining machines are subject to revision in a future reporting period, either as a result of changes in circumstances or through the availability of greater quantities of data, then the estimated useful life could change and have a prospective impact on depreciation expense and the carrying amounts of these assets.
Impairment of Long-Lived Assets
Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment amount is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Coupon Sales
9
From time to time the Company receives coupons from Bitmain to incentivize purchases of equipment. Coupons have a stated face value in dollars and can be applied against future invoices for purchased machines. Coupons are transferable and there are not restrictions on the sale to third parties. Occasionally, the Company sells coupons to third parties in exchange for cash consideration. As there is currently no active market for the buying and selling of Bitmain coupons, the Company has determined that the fair value of coupons received is nil at the time of receipt therefore revenue associated with the sale of such coupons is not recognized until the sale transaction has been completed and cash consideration has been received from the third party. During the Three Months ended March 31, 2023, the Company sold Bitmain coupons for approximately $
Hosting Contracts
On September 5, 2022, the Company, through its wholly-owned subsidiary US Digital, entered into a hosting agreement (the “Core Hosting Agreement”) with Core Scientific Inc. (“Core”) pursuant to which Core, under various additional orders, agreed to host approximately
On January 26, 2023, the Company entered into a hosting agreement (the “Phoenix Hosting Agreement”) with Phoenix Industries Inc. (“Phoenix”) pursuant to which Phoenix agreed to host
On March 9, 2023, the Company entered into a hosting agreement (the “Longbow Hosting Agreement”) with Longbow HostCo LLC (“Longbow”) pursuant to which Longbow agreed to host
On May 5, 2023, the Company entered into a hosting agreement (the “GIGA Hosting Agreement”) with GIGA Energy Inc. (“GIGA”) pursuant to which GIGA agreed to host
Revenue recognition – Bitcoin Mining
We recognize revenue for Bitcoin mining operations in accordance with ASC 606. The Company has entered into contracts with Bitcoin mining pool operators to provide computing power to the mining pools. Contract inception occurs daily and the contracts are terminable at any time by either party. The Company’s enforceable right to compensation only begins when the Company starts providing computing power to the mining pool operator. When participating in ratable share pools, in exchange for providing computing power the Company is entitled to a fractional share of the Bitcoin award the mining pool operator receives for successfully adding a block to the blockchain, plus a fractional share of the transaction fees attached to that blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. When participating in a Full Pay Per Share (“FPPS”) mining pool, in exchange for providing computing power to the pool the Company is entitled to compensation, calculated on a daily basis, at an amount that approximates the total Bitcoin that could have been mined using the Company’s computing power, calculated on a look-back basis across previous blocks using the pools hash rate index.
The transaction consideration the Company receives is noncash consideration, in the form of Bitcoin, which the Company measures at fair value on the date received which is not materially different than the fair value at contract inception or time the Company has earned the award from the mining pools. Fair value of the Bitcoin award received is determined using the spot price of Bitcoin on the
10
date received. The Company cannot determine, during the course of providing computing power, that a reversal of revenue is not probable and therefore revenue is recognized when the Company receives consideration from the mining pool operator.
Cost of Revenues
The Company includes energy costs and external co-location mining hosting fees in cost of revenues. Depreciation of mining machines is included within "Depreciation and amortization" in the Consolidated Statements of Operations.
Investment in Securities
Investment in Securities includes investments in common stocks and convertible notes receivables. Investments in securities are reported at fair value with changes in unrecognized gains or losses included in other income on the income statement. The fair value of the Borq convertible note receivable is based on its classification as a trading securities. The Symbiont convertible note receivable is reported at amortized costs less impairment.
Investments in Unconsolidated Entities
We account for investments in less than
Fair Value of Financial Instruments
FASB ASC 825-10, Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet.
Income (Loss) Per Share
Basic income (loss) per share is calculated as net income (loss) to common stockholders divided by the weighted average number of common shares outstanding during the period.
The Company issued approximately nil shares and
Diluted income (loss) per share for the period equals basic loss per share as the effect of any convertible notes, stock based compensation awards or stock warrants would be anti-dilutive.
The anti-dilutive stock based compensation awards consisted of:
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As of March 31, |
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2023 |
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2022 |
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Stock Options |
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Stock Warrants |
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11
Income Taxes
The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had
Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in depreciation methods of archived images, and property and equipment, stock-based and other compensation, and other accrued expenses. A valuation allowance is established when it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized.
The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from managements estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Interest and penalties are included in tax expense.
The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of March 31, 2023 and December 31, 2022, the Company had
Income tax expense/(benefit) from operations for the three months ended March 31, 2023 and 2022 was $
12
Note 2. Digital Assets
Digital assets are as follows:
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March 31, 2023 |
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December 31, 2022 |
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March 31, 2022 |
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Digital assets |
$ |
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$ |
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$ |
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Bitcoin |
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March 31, 2023 |
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March 31, 2022 |
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Beginning of Year |
$ |
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$ |
- |
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Purchase of Bitcoin |
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- |
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Production of Bitcoin |
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- |
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Impairment loss on mined Bitcoin |
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( |
) |
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- |
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Carrying amount of Bitcoin sold |
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( | ) |
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- |
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End of Period |
$ |
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$ |
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- |
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GUSD |
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March 31, 2023 |
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March 31, 2022 |
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Beginning of Year |
$ |
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- |
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$ |
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- |
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Purchase of GUSD |
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- |
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GUSD Earned on digital assets |
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- |
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Sale of GUSD |
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- |
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- |
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End of Period |
$ |
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- |
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$ |
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13
Note 3. Fixed Assets, net
The components of fixed assets as of March 31, 2023 and December 31, 2022 are as follows:
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Useful Life (Years) |
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March 31, 2023 |
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December 31, 2022 |
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Mining machines |
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$ |
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$ |
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Furniture, computer and office equipment |
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Gross fixed assets |
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Less: accumulated depreciation |
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( |
) |
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( |
) |
Fixed assets, net |
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$ |
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$ |
$ |
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As of March 31, 2023, there were approximately
There was
Note 4. Deposits on Mining Equipment and Hosting Services
As further described in Note 1, the Company has entered into a series of mining machine purchase agreements, hosting and colocation service agreements in connection with our cryptocurrency mining operations which required deposits to be paid in advance of the respective asset or service being received.
As of March 31, 2023 and December 31, 2022, the Company has a total of approximately $
The Company classifies hosting deposit payments within "Hosting services deposits" in the consolidated balance sheets. As of March 31, 2023 and December 31, 2022 the Company has a total of approximately $
Note 5. Investments
Marketable Securities
Our marketable equity securities are publicly traded stocks measured at fair value using quoted prices for identical assets in active markets and classified as Level 1 within the fair value hierarchy.
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Cost |
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Cost of Shares Sold |
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Gross Unrealized Gain (Loss) |
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Fair Value |
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Marketable equity securities, March 31, 2023 |
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$ |
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$ |
- |
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$ |
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$ |
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Marketable equity securities, December 31, 2022 |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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The Company sold
Short-term Investments – convertible debt securities
Short-term investments consist of a convertible debt investment. The Company entered into an agreement with BORQS Technologies Inc. (“Borqs”) (Nasdaq: BRQS) in February 2021 under which the Company agreed to purchase Senior Secured Convertible Promissory Notes (“Notes”) of Borqs up to an aggregate principal amount of $
14
warrants exercisable at
The Company sold
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March 31, 2023 |
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December 31, 2022 |
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March 31, 2022 |
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Convertible note |
$ |
- |
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$ |
- |
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$ |
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End of period |
$ |
- |
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$ |
- |
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$ |
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March 31, 2023 |
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March 31, 2022 |
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Beginning of year |
$ |
- |
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$ |
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Investment in convertible debt security |
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- |
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Accrued interest income on convertible debt security |
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Convertible debt and interest converted into marketable shares |
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Unrealized gain on convertible debt security |
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End of period |
$ |
- |
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$ |
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Long-term Investments
Long-term investments held to maturity in debt securities consist of the following:
Note receivable - LMFAO and SeaStar Medical
On February 1, 2022, LMAO issued an unsecured promissory note to LMFAO Sponsor LLC, pursuant to which LMAO may borrow up to an aggregate principal amount of $
On April 21, 2022, LMAO entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among LMAO, LMF Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of LMAO (“Merger Sub”), and SeaStar Medical, Inc., a Delaware corporation (“SeaStar Medical”).
On July 29, 2022, LMAO issued a press release announcing that its board of directors elected to extend the date by which LMAO has to consummate a business combination from July 29, 2022 to October 29, 2022 (the “Extension”), as permitted under LMAO’s Amended and Restated Certificate of Incorporation. In connection with the Extension, LMFAO Sponsor deposited an aggregate of $
On October 28, 2022, LMAO through the Sponsor, consummated the previously announced business combination transaction (the “LMAO Business Combination”) contemplated by the Merger Agreement. Pursuant to the Merger Agreement, upon the closing of the LMAO Business Combination, SeaStar Medical was merged with and into Merger Sub, with SeaStar Medical continuing as the surviving entity in the merger as a wholly-owned subsidiary of LMAO and with LMAO subsequently changing its name in connection with the merger to SeaStar Medical Holding Corporation (“SMHC”).
In connection with the closing of the LMAO Business Combination, on October 28, 2022, Sponsor and SMHC amended, restated, and consolidated (i) the original Promissory Note, dated July 29, 2022, issued by LMAO to Sponsor in the principal amount of $
15
March 31, 2023 and December 31, 2022, there was $
On September 9, 2022, the Company entered into a Credit Agreement with SeaStar Medical pursuant to which the Company agreed to make advances to SeaStar Medical of up to $
The Amended Sponsor Note and the Amended LMFA Note (collectively, the “Notes”) extended the maturity date of the Original Sponsor Notes and Original LMFA Note, respectively, from the closing date of the Business Combination to
On November 2, 2022 the Company advanced $
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March 31, 2023 |
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December 31, 2022 |
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March 31, 2022 |
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Notes receivable from Seastar Medical Holding Corporation (formerly LMAO) |
$ |
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$ |
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$ |
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End of period |
$ |
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$ |
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$ |
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March 31, 2023 |
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March 31, 2022 |
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Beginning of year |
$ |
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$ |
- |
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Investment (repayment) in Seastar Medical Holding Corporation notes receivable (formerly LMAO) |
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( |
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Accrued interest income |
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- |
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End of period |
$ |
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$ |
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Symbiont.IO
The Company entered into a secured promissory note and loan agreement with Symbiont.IO, Inc. (“Symbiont”) on
Symbiont filed for bankruptcy on December 1, 2022. Symbiont agreed to assign a Chief Restructuring Officer on April 18, 2023 to facilitate the sale of all of its assets. On May 2, 2023, we entered a credit bid of approximately $
As of March 31, 2023 and December 31, 2022, there was $
As part of the loan to Symbiont in December 2021, the Company received
16
certain circumstances, and will expire on
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March 31, 2023 |
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December 31, 2022 |
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March 31, 2022 |
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Symbiont.IO Note Receivable |
$ |
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$ |
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$ |
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End of period |
$ |
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$ |
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$ |
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March 31, 2023 |
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March 31, 2022 |
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Beginning of year |
$ |
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$ |
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Accrued interest income on debt securities |
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- |
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Accrued recovery of legal fees |
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- |
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- |
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Allowance for losses on debt security |
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- |
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- |
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End of period |
$ |
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$ |
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LMF Acquisition Opportunities Inc. and SeaStar Medical - Warrants
Pursuant to the Merger Agreement, the
The fair value of the Private Placement Warrants is classified as Level 3 in the fair value hierarchy as the calculation is dependent upon company specific adjustments to the observable trading price of SeaStar (formerly LMAO) public warrants for lack of marketability. Subsequent changes in fair value will be recorded in the income statement during the period of the change.
During the Three Months ended March 31, 2023 and 2022, our re-measurement resulted in an unrealized loss of $
Long-term investments for the SeaStar (formerly LMAO) warrants consist of the following:
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March 31, 2023 |
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December 31, 2022 |
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March 31, 2022 |
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Seastar Medical Holding Corporation (formerly LMAO) warrants |
$ |
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$ |
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$ |
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End of period |
$ |
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$ |
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$ |
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March 31, 2023 |
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March 31, 2022 |
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Beginning of year |
$ |
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$ |
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Investments in equity securities |
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- |
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- |
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Unrealized loss on equity securities |
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( |
) |
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( |
) |
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End of period |
$ |
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$ |
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LMF Acquisition Opportunities Inc. and SeaStar Medical - Common Stock
Pursuant to the Merger Agreement, the
Our investment in SeaStar (formerly LMAO) common stock qualifies for equity-method accounting, for which we have elected the fair value option which requires the Company to remeasure our retained interest in SeaStar (formerly LMAO) at fair value and include
17
any resulting adjustments as part of a gain or loss on investment. Prior to the closing of the LMAO business combination, the calculation of fair value of our retained interest in LMAO included company-specific adjustments applied to the observable trading price of LMAO’s Class A common stock related risk of forfeiture should LMAO not consummate a business combination. Subsequent to the LMAO business combination, the fair value calculation related to our retained interest in SeaStar is based upon the observable trading price of Seastar's Class A common stock.
As a result of the remeasurement of our retained interest in SeaStar (formerly LMAO), we recognized an unrealized loss on securities of $
Long-term investments for the SeaStar (formerly LMAO) common stock consist of the following:
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March 31, 2023 |
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December 31, 2022 |
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March 31, 2022 |
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Seastar Medical Holding Corporation common stock |
$ |
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|
$ |
|
|
$ |
- |
|
||
Investment in unconsolidated affiliate |
|
- |
|
|
|
- |
|
|
|
|
|
End of period |
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
March 31, 2023 |
|
|
|
|
|
March 31, 2022 |
|
|||
|
|
|
|
|
|
|
|
|
|||
Beginning of year |
$ |
|
|
|
|
|
$ |
|
|||
Unrealized gain (loss) on equity investment |
|
( |
) |
|
|
|
|
|
|
||
End of period |
$ |
|
|
|
|
|
$ |
|
|||
18
Note 6. Debt and Other Financing Arrangements
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Financing agreement with Imperial PFS that is unsecured. Down payment of $ |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Financing agreement with Imperial PFS that is unsecured. Down payment of $ |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Minimum required principal payments on the Company's debt as of March 31, 2023 are as follows:
Maturity |
|
Amount |
|
|
2023 (excluding the three months ended March 31, 2023) |
|
$ |
|
|
|
|
$ |
|
|
|
|
|
|
|
19
Note 7. Due to Related Party
Legal services for the Company associated with the collection of delinquent assessments from property owners were performed by a law firm, Business Law Group, P.A. (“BLG”) which was owned solely by Bruce M. Rodgers, the chairman and CEO of the Company, until and through the date of its initial public offering in 2015. Following the initial public offering, Mr. Rodgers transferred his interest in BLG to other attorneys at the firm through a redemption of his interest in the firm. The law firm historically performed collection work primarily on a deferred billing basis wherein the law firm receives payment for services rendered upon collection from the property owners or at amounts ultimately subject to negotiations with the Company.
Under its agreement with BLG, the Company paid BLG a fixed monthly fee of $
On February 1, 2022, the Company consented to the assignment by BLG to the law firm BLG Association Law, PLLC (“BLGAL”) of the Services Agreement, dated April 15, 2015, previously entered into by the Company and BLG (the “Services Agreement”). The Services Agreement had set forth the terms under which BLG would act as the primary law firm used by the Company and its association clients for the servicing and collection of association accounts. The assignment of the Services Agreement was necessitated by the death of the principal attorney and owner of BLG. In connection with the assignment, BLGAL agreed to amend the Services Agreement on February 1, 2022, to reduce the monthly compensation payable to the law firm from $
The Company had originally engaged BLG on behalf of many of its Association clients to service and collect the Accounts and to distribute the proceeds as required by Florida law and the provisions of the purchase agreements between the Company and the Associations. This engagement was subsequently assigned to BLGAL as described above. Carollinn Gould, who is a Director of the Company, worked as the General Manager of BLG and works as the General Manager of BLGAL.
Amounts paid to BLG or BLGAL for the Three Months ended March 31, 2023 and 2022 were approximately $
Under the Services Agreement in effect during the Three Months ended March 31, 2023 and 2022, the Company pays all costs (lien filing fees, process and serve costs) incurred in connection with the collection of amounts due from property owners. Any recovery of these collection costs is accounted for as a reduction in expense incurred. The Company incurred expenses related to these types of costs for the Three Months ended March 31, 2023 and 2022 in the amounts of $
The Company also shares office space, personnel and related common expenses with BLGAL (previously BLG). All shared expenses, including rent, are charged to BLGAL based on an estimate of actual usage. Any expenses of BLGAL or BLG paid by the Company that have not been reimbursed or settled against other amounts are reflected as due from related parties in the accompanying consolidated balance sheet. BLGAL and BLG, as applicable, were charged a total of approximately $
Amounts payable to BLGAL and BLG, in aggregate as of March 31, 2023 and December 31, 2022 were approximately $
Note 8. Commitments and Contingencies
Leases
The Company leases certain office space and office equipment under non-cancelable operating leases. Leases with an initial term of one year or less are not recorded on the balance sheet, and the Company generally recognizes lease expense for these leases on a straight-line basis over the lease term. As of March 31, 2023, the Company’s long term operating leases have a remaining lease term of between
The Company determines if an arrangement is a lease at inception. Operating lease ROU assets and current and long-term operating lease liabilities are separately stated on the Consolidated Balance Sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The present value of future lease payments are discounted using either the implicit rate in the lease, if known, or the
20
Company’s incremental borrowing rate for the specific lease as of the lease commencement date. The ROU asset is also adjusted for any prepayments made or incentives received. The lease terms include options to extend or terminate the lease only to the extent it is reasonably certain any of those options will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company accounts for lease components (e.g., fixed payments) separate from the non-lease components (e.g., common-area maintenance costs) for its building lease. For office equipment, the company does not separate lease components (e.g., fixed payments) from the non-lease components (e.g., service costs).
The Company’s office lease began
The Company shares this space and the related costs associated with this operating lease with a related party (see Note 7) that also performs legal services associated with the collection of delinquent assessments. The related party has a sub-lease for approximately $
Lease expense recognized for the Three Months ended March 31, 2023 and 2022 was approximately $
On February 27, 2023, the Company executed a lease for office equipment which has been classified as an operating lease. The lease term is
The following table presents supplemental balance sheet information related to operating leases as of March 31, 2023 and December 31, 2022:
|
|
Balance Sheet Line Item |
March 31, 2023 |
|
December 31, 2022 |
|
||
Assets |
|
|
|
|
|
|
||
ROU assets |
|
Right of use asset, net |
$ |
|
$ |
|
||
Total lease assets |
|
|
$ |
|
$ |
|
||
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
||
Current lease liabilities |
|
Lease liability |
$ |
|
$ |
|
||
Long-term lease liabilities |
|
Lease liability |
|
|
|
|
||
Total lease liabilities |
|
|
$ |
|
$ |
|
||
|
|
|
|
|
|
|
||
Weighted-average remaining lease term (in years) |
|
|
|
|
|
|
||
Weighted-average discount rate |
|
|
|
% |
|
% |
||
|
|
|
|
|
|
|
||
The following table presents supplemental cash flow information and non-cash activity related to operating leases for the Three Months ended March 31, 2023 and 2022:
|
|
|
For the Three Months Ended March 31, |
|
||||
|
|
|
2023 |
|
2022 |
|
||
Operating cash flow information |
|
|
|
|
|
|
||
Cash paid for amounts included in the measurement of lease liabilities |
|
|
$ |
( |
) |
$ |
( |
) |
Non-cashflow information |
|
|
|
|
|
|
||
ROU assets and operating lease obligation recognized |
|
|
$ |
|
$ |
|
||
21
The following table presents maturities of operating lease liabilities on an undiscounted basis as of March 31, 2023:
Lease Maturity Table |
|
|
|
|
|
|
|
|
Operating Leases |
|
|
2023 (excluding the three months ended March 31, 2023) |
|
|
|
|
|
2024 |
|
|
|
|
|
2025 |
|
|
|
|
|
2026 |
|
|
|
|
|
(less: imputed interest) |
|
|
|
( |
) |
|
|
|
$ |
|
|
Legal Proceedings
Except as described below, we are not currently a party to material pending or known threatened litigation proceedings. However, we frequently become party to litigation in the ordinary course of business, including either the prosecution or defense of claims arising from contracts by and between us and client Associations. Regardless of the outcome, litigation can have an adverse impact on us because of prosecution, defense, and settlement costs, diversion of management resources and other factors.
The Company accrues for contingent obligations, including estimated legal costs, when the obligation is probable and the amount is reasonably estimable. As facts concerning contingencies become known, the Company reassesses its position and makes appropriate adjustments to the consolidated financial statements. Estimates that are particularly sensitive to future changes include those related to tax, legal, and other regulatory matters.
In October 2021, we entered into a sale and purchase agreement (the “Uptime Purchase Agreement”) with Uptime Armory LLC (“Uptime”) pursuant to which US Digital agreed to purchase, and Uptime agreed to supply to US Digital, an aggregate of
On November 8, 2022, LMFA filed an action in Florida circuit court against Uptime and Bit5ive, LLC in a case styled US Digital Mining and Hosting Co. LLC v. Uptime Amory, LLC and Bit5ive, LLC (Fla. 11thCir. Ct., November 8, 2022). In that action, we alleged breach of contract and violation of the Florida Deceptive and Unfair Trade Practices Act and are seeking, among other things, damages of $
In October 2021, US Digital also entered into a hosting agreement with Uptime Hosting LLC (the “Hosting Agreement”) to host the Company’s
On
22
Southwest Ranches, LLC. Uptime Hosting LLC has answered the complaint with affirmative defenses and counterclaims for fraudulent inducement and rescission, which we believe are without merit.
Note 9. Stockholders’ Equity
Stock Options
The 2015 Omnibus Incentive Plan provided for the issuance of stock options, stock appreciation rights, performance shares, performance units, restricted stock, restricted stock units, shares of our common stock, dividend equivalent units, incentive cash awards or other awards based on our common stock. This plan was reconstituted into a new 2021 Omnibus Plan. The 2021 Omnibus Plan is intended to allow us to continue to use equity awards as part of our ongoing compensation strategy for our key employees. Awards under the Plan will support the creation of long-term value and returns for our stockholders.
The following is a summary of the stock option plan activity during the Three Months ended March 31, 2023 and 2022:
|
|
2023 |
|
|
2022 |
|
||||||||||
|
|
Number of |
|
|
Weighted Average |
|
|
Number of |
|
|
Weighted Average |
|
||||
|
|
Options |
|
|
Exercise Price |
|
|
Options |
|
|
Exercise Price |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options Outstanding at Beginning of the year |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cancelled |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options Outstanding at March 31, |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options Exercisable at March 31, |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Stock compensation expense recognized for the Three Months ended March 31, 2023 and 2022 was approximately $
The aggregate intrinsic value of the outstanding common stock options as of March 31, 2023 and December 31, 2022 was approximately $
Stock Issuance
In the year ended December 31, 2021, the Company issued
23
Warrants
The following is a summary of the warrant activity during the Three Months ended March 31, 2023 and 2022:
|
|
2023 |
|
|
2022 |
|
||||||||||
|
|
Number of Warrants |
|
|
Weighted Average Exercise Price |
|
|
Number of Warrants |
|
|
Weighted Average Exercise Price |
|
||||
Warrants Outstanding at Beginning of the year |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrants Outstanding and Exercisable at March 31, |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The aggregate intrinsic value of the outstanding common stock warrants as of March 31, 2023 and December 31, 2022 was approximately $
Note 10. Segment Information
The Company applies ASC 280, Segment Reporting, in determining its reportable segments. The Company has
No operating segments have been aggregated to form the reportable segments. The corporate oversight function, and other components that may earn revenues that are only incidental to the activities of the Company are aggregated and included in the “All Other” category.
The Specialty Finance segment generates revenue from providing funding to nonprofit community associations. The Mining Operations segment generates revenue from the Bitcoin the Company earns through its mining activities.
|
Three Months Ended March 31, 2023 |
|
||||||||||
|
Specialty Finance |
|
Mining Operations |
|
All Other |
|
Total |
|
||||
Revenue, net |
$ |
|
$ |
|
$ |
- |
|
$ |
|
|||
Depreciation and Amortization |
|
|
|
|
|
|
|
|
||||
Operating loss |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Unrealized loss on investment and equity securities |
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
Realized gain on sale of purchased digital assets |
|
- |
|
|
- |
|
|
|
|
|
||
Unrealized gain on marketable securities |
|
- |
|
|
- |
|
|
|
|
|
||
Impairment loss on prepaid hosting deposits |
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
Coupon sales other income |
|
- |
|
|
|
|
- |
|
|
|
||
Interest income |
|
- |
|
|
- |
|
|
|
|
|
||
Income (Loss) before income taxes |
|
( |
) |
|
|
|
( |
) |
|
( |
) |
|
Fixed Asset Additions |
|
- |
|
|
|
|
|
|
|
|||
24
|
Three Months Ended March 31, 2022 |
|
||||||||||
|
Specialty Finance |
|
Mining Operations |
|
All Other |
|
Total |
|
||||
Revenue, net |
$ |
|
$ |
- |
|
$ |
- |
|
$ |
|
||
Depreciation and Amortization |
|
|
|
- |
|
|
|
|
|
|||
Operating loss |
|
( |
) |
|
- |
|
|
( |
) |
|
( |
) |
Realized loss on securities |
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
Unrealized loss on investment and equity securities |
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
Unrealized gain on convertible debt security |
|
- |
|
|
- |
|
|
|
|
|
||
Unrealized gain on marketable securities |
|
- |
|
|
- |
|
|
|
|
|
||
Dividend income |
|
- |
|
|
- |
|
|
|
|
|
||
Interest income |
|
- |
|
|
- |
|
|
|
|
|
||
Loss before income taxes |
|
( |
) |
|
- |
|
|
( |
) |
|
( |
) |
Fixed Asset Additions |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
Note 11. Subsequent Events
On April 20, 2023 (the “Grant Date”), the board of directors of the Company approved the grant of (i) options to purchase
The Options grant each recipient the right to purchase shares of Company common stock at a price of $
The Restricted Shares vest in twelve substantially equal installments on each monthly anniversary of the Grant Date for twelve months following the Grant Date (subject to accelerated vesting upon a change of control of the Company), provided that the employee is in continuous employment or service to the Company through the applicable vesting date.
On May 5, 2023, the Company entered into a hosting agreement (the “GIGA Hosting Agreement”) with GIGA Energy Inc. (“GIGA”) pursuant to which GIGA agreed to host
25
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis should be read in conjunction with the Consolidated Financial Statements and Notes for the Three Months ended March 31, 2023, and with the Annual Report on Form 10-K for the year ended December 31, 2022
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” “believes,” or the negative thereof or any variation thereon or similar terminology or expressions.
We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties, and assumptions about us that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Important factors which could materially affect our results and our future performance include, without limitation:
26
Except as required by law, we assume no duty to update or revise any forward-looking statements.
Overview
LM Funding America, Inc. (“we”, “our”, “LMFA”, or the “Company”) currently has two lines of business: our recently commenced cryptocurrency mining business and our historical specialty finance business.
On September 15, 2021, we announced our plan to operate in the Bitcoin mining ecosystem, and subsequently commenced Bitcoin mining operations in late September 2022. This business operation deploys our computing power to mine Bitcoin and validate transactions on the Bitcoin network. We believe that developments in Bitcoin mining have created an opportunity for us to deploy capital and conduct large-scale mining operations in the United States. We conduct this business through a wholly owned subsidiary, US Digital Mining and Hosting Co, LLC, a Florida limited liability company ("US Digital"), which we formed in 2021 to develop and operate our cryptocurrency mining business.
With respect to our specialty finance business, the Company has historically engaged in the business of providing funding to nonprofit community associations primarily located in the State of Florida. We offer incorporated nonprofit community associations, which we refer to as “Associations”, a variety of financial products customized to each Association’s financial needs. Our original product offering consists of providing funding to Associations by purchasing their rights under delinquent accounts that are selected by the Associations arising from unpaid Association assessments. Historically, we provided funding against such delinquent accounts, which we refer to as “Accounts”, in exchange for a portion of the proceeds collected by the Associations from the account debtors on the Accounts. In addition to our original product offering, we also purchase Accounts on varying terms tailored to suit each Association’s financial needs, including under our New Neighbor Guaranty™ program corporate history.
Corporate History and Reorganization
The Company was originally organized in January 2008 as a Florida limited liability company under the name LM Funding, LLC. Prior to our initial public offering in 2015, all of our business was conducted through LM Funding, LLC and its subsidiaries. Immediately prior to our initial public offering in October 2015, the members of the LM Funding, LLC contributed all of their membership interests to LM Funding America, Inc., a Delaware corporation incorporated on April 20, 2015 (“LMFA”), in exchange for shares of the common stock of LMFA. Immediately after such contribution and exchange, the former members of LM Funding, LLC became the holders of 100% of the issued and outstanding common stock of LMFA, thereby making LM Funding, LLC a wholly-owned subsidiary of LMFA.
The Company organized two new subsidiaries in 2020: LMFA Financing LLC, a Florida limited liability company, on November 21, 2020, and LMFAO Sponsor LLC, a Florida limited liability company, on October 29, 2020. LMFAO Sponsor LLC organized a subsidiary, LMF Acquisition Opportunities Inc., on October 29, 2020. LM Funding America Inc. organized a subsidiary, US Digital Mining and Hosting Co., LLC (and 100% subsidiaries), on September 10, 2021. USDM has formed 100% owned subsidiaries to engage in business in various states. The Company also from time to time organizes other subsidiaries to serve a specific purpose or hold a specific asset. LMF Acquisition Opportunities Inc. was merged with Seastar Medical Holding Corporation on October 28, 2022.
Summarized Consolidated Statements of Operations |
|
|
|
|
|
|
||
|
|
Three Months Ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
|
|
|
|
|
|
|
||
Revenue |
|
$ |
2,313,518 |
|
|
$ |
191,004 |
|
Operating costs and expenses |
|
|
4,282,944 |
|
|
|
5,221,236 |
|
Operating income (loss) |
|
|
(1,969,426 |
) |
|
|
(5,030,232 |
) |
Other income (loss) |
|
|
(5,193,170 |
) |
|
|
(989,019 |
) |
Loss before income taxes |
|
|
(7,162,596 |
) |
|
|
(6,019,251 |
) |
Income tax expense |
|
|
- |
|
|
|
- |
|
Net income (loss) |
|
|
(7,162,596 |
) |
|
|
(6,019,251 |
) |
Less: Net loss attributable to non-controlling interest |
|
|
1,776,264 |
|
|
|
291,200 |
|
Net income (loss) attributable to LM Funding America Inc. |
|
$ |
(5,386,332 |
) |
|
$ |
(5,728,051 |
) |
27
Results of Operations
The Three Months Ended March 31, 2023 compared with the Three Months Ended March 31, 2022
Revenues
During the Three Months ended March 31, 2023, total revenues increased by $2,123 thousand, to $2,314 thousand from $191 thousand for the Three Months ended March 31, 2022.
Digital mining revenue increased in the Three Months ended March 31, 2023 by $2,091 thousand to $2,091 thousand from nil for the Three Months ended March 31, 2022 due to the mining of 91.7 Bitcoin during the Three Months ended March 31, 2023.
Total specialty finance revenue for the Three Months ended March 31, 2023 increased to $183 thousand from $152 thousand for the Three Months ended March 31, 2022 as the average payoff increased slightly even as the number of payoffs decreased slightly over the prior year.
Operating Expenses
During the Three Months ended March 31, 2023, operating expenses decreased approximately $938 thousand to $4,283 thousand from $5,221 thousand for the Three Months ended March 31, 2022. The decrease in operating expenses is attributed to various factors including: (i) a $3,454 thousand decrease in stock compensation and option expense and a $202 thousand decrease in professional fees, (ii), an offset by an increase of $1,668 thousand for digital mining costs of revenues arising from an increased number of Bitcoin mining equipment generating Bitcoins; (iii), a $799 thousand increase in depreciation and amortization arising from an increased number of Bitcoin mining equipment placed in service; (iv), a $244 thousand increase in other operating costs arising from increased general business insurance and investor relations services; (v), a $200 thousand decrease due to the impairment of mined Bitcoin and (vi) a $95 thousand increase in compensation costs. The Company also recognized a realized gain on the sale of mined digital assets of $424 thousand for the Three Months ended March 31, 2023 compared to nil for the Three Months ended March 31, 2022.
Other Income (Expense)
The Company recognized no realized gain or loss on marketable securities for the Three Months ended March 31, 2023 as compared to a $395 thousand loss for the Three Months ended March 31, 2022.
The Company recognized an unrealized gain of nil and $288 thousand for the Three Months ended March 31, 2023 and 2022, respectively, from the revaluation of the Borqs convertible debt securities.
The Company recognized an unrealized loss on securities of $5,823 thousand for the Three Months ended March 31, 2023 as compared to an unrealized loss of $986 thousand for the Three Months ended March 31, 2022 from the revaluation of Seastar's (formerly LMAO’s) common stock and Private Placement Warrants.
The Company recognized $603 thousand on the sale of Bitmain coupons received from the purchase of Bitcoin mining equipment for the Three Months ended March 31, 2023 compared to nil for the Three Months ended March 31, 2022.
Income Tax Expense
During the Three Months ended March 31, 2023, the Company generated a $7.2 million net loss before income taxes and the Company increased its income tax valuation allowance by $2.1 million, which offset the Company’s incurred net income tax expense of $2.1 million which resulted in no income tax expense being recognized during this period. This net activity resulted in no recognized income tax expense for the Three Months ended March 31, 2023. The Company recognized nil of income tax expense for the Three Months ended March 31, 2022.
Net Loss
During the Three Months ended March 31, 2023, the net loss was $7.2 million as compared to a net loss of $6.0 million for the Three Months ended March 31, 2022.
Net Loss Attributable to Non-Controlling Interest
The Company owns 69.5% of Sponsor. As such, there is $1.8 million net loss for the Three Months ended Mach 31, 2023 attributable to the Non-Controlling Interest as compared to a $0.3 million net loss for the Three Months ended March 31, 2022.
Net Loss Attributable to LM Funding America, Inc.
During the Three Months ended March 31, 2023, the net loss was $5.4 million as compared to a net loss of $5.7 million for the Three Months ended March 31, 2022.
28
Liquidity and Capital Resources
General
As of March 31, 2023 and December 31, 2022, our liquidity was comprised of:
|
|
March 31, 2023 |
|
|
|
December 31, 2022 |
|
||
Cash and cash equivalents |
$ |
|
3,428,906 |
|
|
$ |
|
4,238,006 |
|
Bitcoin |
|
|
1,751,914 |
|
|
|
|
888,026 |
|
Marketable securities |
|
|
10,080 |
|
|
|
|
4,290 |
|
End of Period |
$ |
|
5,190,900 |
|
|
$ |
|
5,130,322 |
|
|
|
|
|
|
|
|
|
||
Our liquidity position improved slightly from December 31, 2022 due primarily from the mining of Bitcoin for the Three Months ended March 31, 2023.
The Company's Bitcoin activity during the Three Months ended March 31, 2023 and 2022 was:
|
March 31, 2023 |
|
December 31, 2022 |
|
March 31, 2022 |
|
|||
|
|
|
|
|
|
|
|||
Bitcoin Balance |
|
83.6 |
|
|
54.9 |
|
|
- |
|
|
|
|
|
|
|
|
|||
|
March 31, 2023 |
|
|
|
March 31, 2022 |
|
|||
Beginning of Year |
|
54.9 |
|
|
|
- |
|
||
Production of Bitcoin |
|
91.7 |
|
|
|
|
- |
|
|
Purchase of Bitcoin |
|
2.0 |
|
|
|
|
|
||
Sale of Bitcoin |
|
(64.9 |
) |
|
|
|
- |
|
|
Fees |
|
(0.1 |
) |
|
|
|
- |
|
|
End of Period |
|
83.6 |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|||
The Company's cash flow summary for the Three Months ended March 31, 2023 and 2022 are as follows.
|
|
Three Months Ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Cash Flows used in Operating Activities |
|
$ |
(1,092,471 |
) |
|
$ |
(528,304 |
) |
Cash Flows provided by (used in) Investing Activities |
|
|
460,764 |
|
|
|
(7,437,070 |
) |
Cash Flows used in Financing Activities |
|
|
(177,393 |
) |
|
|
(57,344 |
) |
Net Decrease in Cash |
|
|
(809,100 |
) |
|
|
(8,022,718 |
) |
Cash - Beginning of Year |
|
|
4,238,006 |
|
|
|
32,559,185 |
|
Cash - End of Period |
|
$ |
3,428,906 |
|
|
$ |
24,536,467 |
|
Cash from Operations
Net cash used by operations was $1.1 million during the Three Months ended March 31, 2023 compared with net cash used in operations of $0.5 million during the Three Months ended March 31, 2022. This change in cash used in operating activities was primarily driven by the difference between Bitcoin mining revenue received in noncash consideration (i.e. Bitcoin) as compared to the amount of mined Bitcoin liquidated to support operations during the Three months ended March 31, 2023.
Cash from Investing Activities
For the Three Months ended March 31, 2023 net cash provided by investing activities was $0.5 million as compared to net cash used in investing activities of $7.4 million for the Three Months ended March 31, 2022. For the Three Months ended March 31, 2023, the Company received $1.6 million from SeaStar Medical (formerly LMAO) related to the payment of outstanding notes receivable while investing $1.2 million for Bitcoin mining equipment. For the Three Months ended March 31, 2022 the Company invested $7.1 million in Bitcoin mining equipment and loaned $0.3 million to SeaStar Medical (formerly LMAO).
Cash from Financing Activities
Net cash used in financing activities was $0.2 million for the Three Months ended March 31, 2023 compared to $0.1 million used in financing activities for the Three Months ended March 31, 2022. During the Three Months ended March 31, 2023 and 2022, the Company repaid debt of $0.2 million and $0.1 million, respectively.
Stockholders’ Equity
29
The Company had no cash infusion during the Three Months ended March 31, 2023 or 2022.
Debt
Debt of the Company consisted of the following at March 31, 2023 and December 31, 2022:
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Financing agreement with Imperial PFS that is unsecured. Down payment of $78,000 was required upfront and equal installment payments of $45,672 to be made over a 10 month period. The note matures on August 1, 2023. Annualized interest is 7.35%. |
|
$ |
229,383 |
|
|
$ |
365,379 |
|
|
|
|
|
|
|
|
||
Financing agreement with Imperial PFS that is unsecured. Down payment of $15,000 was required upfront and equal installment payments of $13,799 to be made over an 8 month period. The note matures on August 1, 2023. Annualized interest is 7.35%. |
|
|
68,999 |
|
|
|
110,396 |
|
|
|
$ |
298,382 |
|
|
$ |
475,775 |
|
The following table presents maturities of debt on an undiscounted basis as of March 31, 2023:
Maturity |
|
Amount |
|
|
2023 (excluding the three months ended March 31, 2023) |
|
$ |
298,382 |
|
|
|
$ |
298,382 |
|
|
|
|
|
|
Non-GAAP Financial Measures
Our reported results are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). We also disclose Earnings before Interest, Tax, Depreciation and Amortization ("EBITDA") and Core Earnings before Interest, Tax, Depreciation and Amortization ("Core EBITDA") which adjusts for unrealized loss on investment and equity securities, unrealized gain on convertible debt securities and stock compensation expense and option expense, all of which are non-GAAP financial measures. We believe these non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of Bitcoin miners.
The following tables reconcile net loss, which we believe is the most comparable GAAP measure, to EBITDA and Core EBITDA:
|
|
|
|
|
|
|
||
|
|
Three Months Ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
|
|
|
|
|
|
|
||
Net loss |
|
$ |
(7,162,596 |
) |
|
$ |
(6,019,251 |
) |
Income tax expense |
|
|
- |
|
|
|
- |
|
Interest expense |
|
|
- |
|
|
|
- |
|
Depreciation and amortization |
|
|
801,873 |
|
|
|
3,094 |
|
Loss before interest, taxes & depreciation |
|
$ |
(6,360,723 |
) |
|
$ |
(6,016,157 |
) |
Unrealized loss on investment and equity securities |
|
|
5,822,854 |
|
|
|
986,399 |
|
Unrealized gain on convertible debt securities |
|
|
- |
|
|
|
(288,320 |
) |
Stock compensation and option expense |
|
|
194,356 |
|
|
|
3,648,237 |
|
Core loss before interest, taxes & depreciation |
|
$ |
(343,513 |
) |
|
$ |
(1,669,841 |
) |
Critical Accounting Estimates and Policies
Our financial statements are prepared in accordance with GAAP. The preparation of the consolidated financial statements in conformity with GAAP requires our management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure or inclusion of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the period. We evaluate our significant estimates on an ongoing basis, including, but not limited to, estimates related to allowance for doubtful accounts, the evaluation of the impairment of fixed assets and income tax provisions. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. We consider our critical
30
accounting policies to be those related to long-lived assets. We do not consider any of our estimates to be critical. Refer to Note 1 - Significant Accounting Policies included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for a complete discussion of the significant accounting policies and methods used in the preparation of our financial statements.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to make disclosures under this item.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2023. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of March 31, 2023 due to the following material weakness in internal control over financial reporting that existed as of December 31, 2022 and that continued to exist through March 31, 2023:
The Company did not effectively segregate certain accounting duties nor have a proper multi-level review process due to the small size of its accounting staff.
A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Notwithstanding the determination that there was a material weakness as identified in this Quarterly Report, we believe that our consolidated financial statements contained in this Quarterly Report fairly present our financial position, results of operations and cash flows for the years covered hereby in all material respects.
We expect to be dependent upon our Chief Financial Officer, who is knowledgeable and experienced in the application of U.S. Generally Accepted Accounting Principles, to maintain our disclosure controls and procedures and the preparation of our financial statements for the foreseeable future. We plan on increasing the size of our accounting staff at the appropriate time for our business and its size to ameliorate our concern that we do not effectively segregate certain accounting duties, which we believe would resolve the material weakness in disclosure controls and procedures, but there can be no assurances as to the timing of any such action or that we will be able to do so.
(b) Changes in internal control over financial reporting.
There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
31
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Legal Proceedings are set forth under Note 5 "Commitments and Contingencies" included in Part I, Item 1 of this Quarterly Report on Form 10-Q and are incorporated herein by reference.
Item 1A. Risk Factors
As of the date of this Quarterly Report on Form 10-Q, we supplement the risk factors in our Annual Report on Form 10-K that was filed with the SEC on March 31, 2023 with the following risk factors. Any of these factors disclosed in our Annual Report on Form 10-K or herein could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Risks Relating to Our Securities
Our common shares could be delisted from the Nasdaq Capital Market.
Nasdaq’s listing standards provide that a company may be delisted if the bid price of its stock drops below $1.00 for a period of 30 consecutive business days. On April 13, 2023, we received a Notification Letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirements set forth in NASDAQ Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market, due to the bid price of the Company’s common stock closing below the minimum $1 per share for the thirty (30) consecutive business days prior to the date of the Notification Letter. In accordance with listing rules, the Company is automatically afforded 180 days, or until October 11, 2023, to regain compliance. If during this 180-day compliance period the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of ten consecutive business days, then Nasdaq will provide the Company with written confirmation of compliance and the matter will be closed. If compliance cannot be demonstrated by October 11, 2023, the Company may be eligible for additional time.
The Company intends to monitor the closing bid price of the Company’s common stock and consider its available options to resolve the non-compliance with the minimum bid price requirement. The Company’s receipt of the notice does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission. However, there can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria.
If a suspension or delisting were to occur, there would be significantly less liquidity in the suspended or delisted securities. In addition, our ability to raise additional necessary capital through equity or debt financing would be greatly impaired. Furthermore, with respect to any suspended or delisted common shares, we would expect decreases in investor demand, market making activity and information available concerning trading prices and volume. Additionally, fewer broker-dealers would be willing to execute trades with respect to such common shares. A suspension or delisting would likely decrease the attractiveness of our common shares to investors and cause the trading volume of our common shares to decline, which could result in a further decline in the market price of our common shares.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Sales of Unregistered Securities.
None.
(b) Use of Proceeds.
None.
(c) Repurchase of Securities.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
32
Item 5. Other Information
None
33
Item 6. Exhibits
The following documents are filed as a part of this report or are incorporated herein by reference.
EXHIBIT NUMBER |
DESCRIPTION |
|
3.1 |
||
3.2 |
||
31.1* |
Rule 13a – 14(a) Certification of the Principal Executive Officer |
|
31.2* |
Rule 13a – 14(a) Certification of the Principal Financial Officer |
|
32.1* |
Written Statement of the Principal Executive Officer, Pursuant to 18 U.S.C. § 1350 |
|
32.2* |
Written Statement of the Principal Financial Officer, Pursuant to 18 U.S.C. § 1350 |
|
|
|
|
101.INS |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
|
|
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
|
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
* Filed herewith.
34
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
|
|
LM FUNDING AMERICA, INC. |
|
|
|
|
|
Date: May 15, 2023 |
|
By: |
/s/ Bruce M. Rodgers |
|
|
|
Bruce M. Rodgers |
|
|
|
Chief Executive Officer and Chairman of the Board |
|
|
|
(Principal Executive Officer) |
|
|
|
|
Date: May 15, 2023 |
|
By: |
/s/ Richard Russell |
|
|
|
Richard Russell |
|
|
|
Chief Financial Officer |
|
|
|
(Principal Accounting Officer) |
35