Powercompute, Inc 10-Q for FY2024 Q2
Powercompute, Inc. (PWCM)
About this 10-Q
Powercompute, Inc filed this 10-Q on August 13, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).
Headline figures
Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.01M
- down 5.8% from $3.2M a year earlier
- Net loss
- $6.07M
- compared with a net loss of $4.55M a year earlier
- Diluted EPS
- -$2.44
- compared with -$2.08 a year earlier
UNITEDSTATES
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) |
(Zip code) |
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
Trading symbol |
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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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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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Page |
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PART I. |
3 |
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Item 1. |
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5 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
28 |
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Item 3. |
38 |
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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. |
39 |
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Item 4. |
39 |
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Item 5. |
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Item 6. |
42 |
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43 |
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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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June 30, |
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December 31, |
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2024 (Unaudited) |
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2023 |
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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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Receivable from sale of Symbiont assets (Note 5) |
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Current portion of notes receivable from Tech Infrastructure JV I LLC (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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Notes receivable from Seastar Medical Holding Corporation (Note 5) |
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- |
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Notes receivable from Tech Infrastructure JV I LLC - net of current portion (Note 5) |
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- |
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Long-term investments - equity securities (Note 5) |
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Operating lease - right of use assets (Note 7) |
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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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(Note 10) |
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Current portion of lease liability (Note 7) |
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Total current liabilities |
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Lease liability - net of current portion (Note 7) |
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Long-term liabilities |
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Total liabilities |
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Stockholders' equity (Note 8) |
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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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( |
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Total LM Funding America stockholders' equity |
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Non-controlling interest |
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( |
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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 June 30, |
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Six Months Ended June 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenues: |
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Digital mining revenues |
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$ |
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$ |
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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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Staff costs and payroll |
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Depreciation and amortization |
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Loss (gain) on fair value of Bitcoin, net |
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- |
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( |
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- |
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Impairment loss on mining equipment |
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- |
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- |
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- |
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Impairment loss on mined digital assets |
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- |
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- |
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Realized gain on sale of mined digital assets |
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- |
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( |
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- |
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Professional fees |
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Selling, general and administrative |
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Real estate management and disposal |
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Collection costs |
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Settlement costs with associations |
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- |
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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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Unrealized gain (loss) on marketable securities |
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( |
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Impairment loss on prepaid machine deposits |
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- |
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- |
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- |
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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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( |
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( |
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Gain on fair value of purchased Bitcoin, net |
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- |
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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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- |
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- |
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Gain on adjustment of note receivable allowance |
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- |
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- |
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Loss on disposal of assets |
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( |
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- |
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Other income - coupon sales |
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- |
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Other income - financing revenue |
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- |
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- |
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Interest expense |
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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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( |
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Income tax expense |
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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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Less: 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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$ |
( |
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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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$ |
( |
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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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$ |
( |
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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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Six Months ended June 30, |
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2024 |
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2023 |
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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 net 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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Stock option expense |
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Accrued investment income |
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( |
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( |
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Digital assets other income |
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( |
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- |
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Gain on fair value of Bitcoin, net |
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( |
) |
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- |
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Impairment loss on mining machines |
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- |
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Impairment loss on digital assets |
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- |
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Impairment loss on hosting deposits |
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- |
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Unrealized gain on marketable securities |
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( |
) |
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( |
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Unrealized loss on investment and equity securities |
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Loss on disposal of fixed assets |
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- |
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Realized gain on sale of digital assets |
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- |
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( |
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Reversal of allowance loss on debt security |
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- |
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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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( |
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Hosting deposits |
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- |
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( |
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Advances (repayments) to related party |
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( |
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Accounts payable and accrued expenses |
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( |
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Mining of digital assets |
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( |
) |
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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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Net cash used in operating activities |
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( |
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( |
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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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( |
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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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( |
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Proceeds from sale of fixed assets |
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- |
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Investment in Tech Infrastructure JV I LLC note receivable |
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( |
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- |
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Collection of notes 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 digital assets |
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Symbiont asset acquisition |
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- |
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( |
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Distribution to members |
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( |
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- |
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Net cash from (used in) investing activities |
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( |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from borrowings |
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- |
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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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Issue costs from the issuance of common stock |
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- |
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( |
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Net cash from (used in) financing activities |
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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 PERIOD |
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CASH - END OF PERIOD |
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$ |
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SUPPLEMENTAL DISCLOSURES OF NON-CASH 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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Change in accounting principle (see Note 1) |
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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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Cash paid for interest |
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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 and Six Months Ended June 30, 2024 and 2023
(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, 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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( |
) |
Balance - March 31, 2023 |
|
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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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Issuance of restricted stock |
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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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( |
) |
|
|
( |
) |
|
|
( |
) |
Balance - June 30, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
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Balance - December 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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Stock option expense |
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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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Cumulative effect of change in accounting principle (See Note 1) |
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- |
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- |
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- |
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- |
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Net income |
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- |
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- |
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- |
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Balance - March 31, 2024 |
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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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Stock compensation |
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- |
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- |
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- |
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- |
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Member distributions |
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- |
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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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( |
) |
Balance - June 30, 2024 |
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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 AND SIX MONTHS ENDED JUNE 30, 2024
(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 (“US Digital”); LMFA Financing LLC, formed on November 23, 2020, and LMFAO Sponsor LLC, formed on October 29, 2020 (LMFA is a majority member of LMFAO Sponsor LLC). Additionally, US Digital has formed various
LMFAO Sponsor LLC formed a majority owned subsidiary LMF Acquisition Opportunities Inc. (“LMAO”) on October 29, 2020 which was organized as a special purpose acquisition company that that completed an initial public offering in January 2021, whereupon the Company ceased to be majority owned by LMFA. LMF Acquisition Opportunities Inc. was subsequently merged with Seastar Medical Holding Corporation on October 28, 2022.
The Company also from time to time organizes other subsidiaries to serve a specific purpose or hold a specific asset.
Lines of Business
The Company currently operates two lines of business: our cryptocurrency mining business and our specialty finance business.
The Bitcoin mining operation deploys our computing power to mine Bitcoin on the Bitcoin network. We conduct this business through our wholly owned subsidiary, US Digital, a Florida limited liability company, 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.
Bitcoin Mining Business
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 based on working cash needs and by monitoring the market in real time.
As of June 30, 2024 and December 31, 2023, the Company had approximately
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.
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
7
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 June 30, 2024 and for the three and six months ended June 30, 2024 and June 30, 2023, 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, 2023, 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, 2023.
Recently adopted accounting pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-08, Intangible - Goodwill and Other -Crypto Assets (Subtopic 350-60) (“ASC 350-60”). ASC 350-60 requires entities with certain crypto assets to subsequently measure such assets at fair value, with changes in fair value recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. Crypto assets that meet all the following criteria are within the scope of the ASC 350-60:
(1) meet the definition of intangible assets as defined in the Codification
(2) do not provide the asset holder with enforceable rights to or claims on underlying goods, services, or other assets
(3) are created or reside on a distributed ledger based on blockchain or similar technology
(4) are secured through cryptography
(5) are fungible, and
(6) are not created or issued by the reporting entity or its related parties.
Bitcoin, which is the sole crypto asset mined by the Company, meets each of these criteria. For all entities, the ASC 350-60 amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. The Company has elected to early adopt the new guidance effective January 1, 2024 resulting in a $
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 comprise the CODM, as a group. The Company has
Reclassification
Certain prior period immaterial amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations.
Liquidity
The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The evaluation of going concern under the accounting guidance requires significant judgment which involves the Company to consider that it has historically incurred losses in recent years as it has prepared to grow its business through expansion and acquisition opportunities. The Company must also consider its current liquidity as well as future market and economic conditions that may be deemed outside the control of the Company as it relates to obtaining financing and generating future profits. As of June 30, 2024, the Company had $
8
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates include the evaluation of probable losses on balances due from a related party, the realization of deferred tax assets, the evaluation of contingent losses related to litigation and reserves on notes receivables. We consider our critical accounting estimates to be those related to long-lived asset impairment assessments. Our estimates may change, however, as new events occur and additional information is obtained, and any such changes will be recognized in the consolidated financial statements.
Cash
The Company maintains cash balances at several financial institutions that are insured under the Federal Deposit Insurance Corporation’s (“FDIC”) Transition Account Guarantee Program. Balances with the financial institutions may exceed federally insured limits. As of June 30, 2024 and December 31, 2023 we have approximately
Digital Assets
Bitcoin are included in current assets in the consolidated balance sheets due to the Company’s ability to sell Bitcoin in a highly liquid marketplace and such Bitcoin holdings are expected to be realized in cash or sold or consumed during the normal operating cycle of the Company. As a result of adopting ASC 350-60 on January 1, 2024, Bitcoin is measured at fair value as of each reporting period (see Recently Issued Accounting Pronouncements). The fair value of Bitcoin is measured using the period-end closing Bitcoin price from its principal market in accordance with ASC 820, Fair Value Measurement. Since Bitcoin is traded on a 24-hour period, the Company utilizes the price as of midnight UTC time, which aligns with the Company's revenue recognition cut-off. The increase and decrease in fair value from each reporting period is reflected on the consolidated statements of operation as "Gain on fair value of Bitcoin, net". The Company sells Bitcoin and such gains and losses from such transactions are measured as the difference between the cash proceeds and the carrying basis of Bitcoin as determined on a First In-First Out ("FIFO") basis and are recorded within "Gain on fair value of Bitcoin, net".
Prior to issuance of the ASU 2023-08 and adoption of ASC 350-60, Bitcoin were recorded at cost less impairment and were classified as indefinite-lived intangible assets in accordance with ASC 350, Intangibles — Goodwill and Other. An intangible asset with an indefinite useful life was not amortized but was assessed for impairment annually, or more frequently, when events or changes in circumstances occurred indicating that it was more likely than not that the carrying amount of the indefinite-lived asset exceeded its fair value. The Company determined the fair value of Bitcoin in accordance with ASC 820, Fair Value Measurement, based on lowest intraday quoted prices from our principal market for such assets (Level 1 inputs). We performed an analysis each month to identify whether events or changes in circumstances indicate that it is more likely than not that our digital assets were impaired. If the carrying value of a digital asset exceeded the fair value so determined, an impairment loss had occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the fair value. To the extent an impairment loss was recognized, the loss established the new cost basis of the asset and subsequent reversal of impairment losses was not permitted under ASC 350, Intangibles – Goodwill and Other. Additionally, in the previous guidance, subsequent increases in Bitcoin prices are not allowed to be recorded (unrealized gains) unless the Bitcoin is sold, at which point the gain is recognized. Accordingly, gains (losses) recognized on fair value of Bitcoin in fiscal year 2024 are not comparable to fiscal year 2023.
Bitcoin, which is non-cash consideration earned by the Company through its mining activities, are included as a reconciling item as a cash outflow within operating activities on the accompanying consolidated statements of cash flows. The cash proceeds from the sales of Bitcoin are classified based on the holding period in which the Bitcoin are held. ASC 350-60 specifies that Bitcoin converted nearly immediately into cash would qualify as cash flows from operating activities and all other sales would qualify as investing activities. In prior fiscal periods, the Company did not hold its Bitcoin for extended periods of time and such sales proceeds prior to the adoption of ASC 350-60 were reported as cash flows from operating activities. Upon adoption of ASC 350-60, the Company evaluates its sales of Bitcoin and will record Bitcoin sold nearly immediately as operating cash flows and the remainder will be recorded as investing activities. During the six months ended June 30, 2024, all proceeds from Bitcoin sales were classified as investing activities.
9
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.
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.
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 sheets. Refer to Note 4 - Deposits on Mining Equipment and Hosting Services. In addition, as part of its periodic review of its fixed asset groups during the fourth quarter of 2023, the Company changed the estimated useful life for its mining machines from
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.
Equipment Purchases
We ordered 300 S21 Bitmain machines in January 2024 for an aggregate purchase price of approximately $
Right to Use Assets
The Company capitalizes all leased assets pursuant to ASU 2016-02, Leases (Topic 842), which requires lessees to recognize right-of-use assets and lease liability, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months and classified as either financing or operating leases. As of June 30, 2024 and December 31, 2023 right to use assets, net of accumulated amortization, was $
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. There was
Hosting Contracts
The Company currently uses three companies to host its miners: Core Scientific Inc. ("Core"), Giga Energy Inc ("GIGA") and Tech Infrastructure JV I LLC ("Tech Infrastructure").
On September 5, 2022, the Company, through its wholly-owned subsidiary US Digital, entered into a hosting agreement (the “Core Hosting Agreement”) with Core pursuant to which Core, under various additional orders, agreed to host approximately
10
Company's Bitcoin miner machines at a secure location and provide power, maintenance and other services specified in the contract with a term of one year, with automatic renewals unless either party notifies the other party in writing not less than ninety (
As required under the Core Hosting Agreement, the Company paid a $
On May 5, 2023, the Company entered into a hosting agreement (the “GIGA Hosting Agreement”) with GIGA pursuant to which GIGA agreed to host
On May 6, 2024, the Company entered into a hosting agreement (the “Arthur Hosting Agreement”) with Tech Infrastructure pursuant to which Tech Infrastructure agreed to host approximately
Revenue Recognition – Bitcoin Mining
We recognize revenue in accordance with generally accepted accounting principles as outlined in ASC 606, Revenue From Contracts with Customers, which requires that five steps be followed in evaluating revenue recognition: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.
Our accounting policy on revenue recognition for our Bitcoin mining segment is provided below.
Step 1: The Company enters into a contract with a Bitcoin mining pool operator (i.e., the customer) to provide computing power to the mining pools. The contract is terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company starts providing computing power to the mining pool operator (which occurs daily at midnight Universal Time Coordinated (UTC)). 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. Applying the criteria per ASC 606-10-25-1, the contract arises at the point that the Company provides computing power to the mining pool operator, which is beginning contract day at midnight UTC (contract inception), because customer consumption is in tandem with daily earnings of delivery of the computing power.
Step 2: In order to identify the performance obligations in a contract with a customer, the Company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met:
• The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct); and
• The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).
Based on these criteria, the Company has a single performance obligation in providing computing power services (i.e., hashrate) to the mining pool operator (i.e., customer). The performance obligation of computing power services is fulfilled daily over-time, as opposed to a point in time, because the Company provides the hashrate throughout the day and the customer simultaneously obtains control of it
11
and uses the asset to produce Bitcoin. The Company has full control of the mining equipment utilized in the mining pool and if the Company determines it will increase or decrease the processing power of its machines and/or fleet (i.e., for repairs or when power costs are excessive) the computing power provided to the customer will be reduced.
Step 3: The transaction consideration the Company earns is non-cash digital consideration in the form of Bitcoin, which the Company measures at fair value on the date earned at the daily closing price, which is not materially different from the fair value at contract inception.
The transaction consideration the Company earns is all variable since it is dependent on the daily computing power provided by the Company under the FPPS model and total Bitcoin earned by the under the ratable share model. The Company’s Bitcoins earned through the contractual payout formula is not known until the Company’s computational hashrate contributed over the daily measurement period is fulfilled over-time daily between midnight-to-midnight UTC time. The Company’s proportionate amount of the global network transaction fee rewards earned are calculated at the end of each transactional day (midnight to midnight). There are no other forms of variable considerations, such as discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties, or other similar items.
The Company does not constrain this variable consideration because it is probable that a significant reversal in the amount of revenue recognized from the contract will not occur when the uncertainty is subsequently resolved and recognizes the noncash consideration on the same day that control is transferred, which is the same day as contract inception.
Step 4: The transaction price is allocated to the single performance obligation upon verification for the provision of computing power to the mining pool operator, and total Bitcoin rewards earned by the pool, when applicable under a ratable share model. There is a single performance obligation (i.e., computing power or (hashrate) for the contract; therefore, all consideration from the mining pool operator is allocated to this single performance obligation.
Step 5: The Company’s performance is complete in transferring the hashrate service over-time (midnight to midnight) to the customer and the customer obtains control of that asset.
In exchange for providing computing power, the Company is entitled to a pro-rata share of the fixed Bitcoin awards earned over the measurement period, plus a pro-rata fractional share of the global transaction fee rewards for the respective measurement period, less net digital asset fees due to the mining pool operator over the measurement period, as applicable. The transaction consideration the Company receives is non-cash consideration, in the form of Bitcoin. The Company measures the Bitcoin at fair value on the date earned using the closing price of Bitcoin on the date earned (midnight UTC), which is not materially different from the fair value at contract inception.
There are no deferred revenues or other liability obligations recorded by the Company since there are no payments in advance of the performance. At the end of the 24 hour “midnight-to-midnight” period, there are no remaining performance obligations.
Bitcoin earned by the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows.
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.
Revenue Recognition - Specialty Finance
Accounting Standards Codification (“ASC”) 606 of the Financial Accounting Standards Board (“FASB”) states an entity needs to conclude at the inception of the contract that collectability of the consideration to which it will be entitled in exchange for the goods and services that will be transferred to the customer is probable. That is, in some circumstances, an entity may not need to assess its ability to collect all of the consideration in the contract. The Company provides funding to Associations by purchasing their rights under delinquent accounts from unpaid assessments due from property owners. Collections on the Accounts may vary greatly in both the timing and amount ultimately recovered compared with the total revenues earned on the Accounts because of a variety of economic and social factors affecting the real estate environment in general.
The Company’s contracts with its specialty finance customers have very specific performance obligations. The Company has determined that the known amount of cash to be realized or realizable on its revenue generating activities cannot be reasonably estimate and as such, classifies its finance receivables as nonaccrual and recognizes revenues in the accompanying statements of income on the cash basis or cost recovery method in accordance with ASC 310-10, Receivables. The Company’s operations also consist of rental revenue earned from tenants under leasing arrangements which provide for rent income. The leases have been accounted for as operating leases. For operating leases, revenue is recorded based on cash rental payments was collected during the period. The Company analyzed its remaining revenue streams and concluded there were no changes in revenue recognition with the adoption of the new standard.
12
Under ASC 606, the Company applies the cash basis method to its original product and the cost recovery method to its special product as follows:
Finance Receivables—Original Product: Under the Company’s original product, delinquent assessments are funded only up to the Super Lien Amount as discussed above. Recoverability of funded amounts is generally assured because of the protection of the Super Lien Amount. As such, payments by unit owners on the Company’s original product are recorded to income when received in accordance with the provisions of the Florida Statute (718.116(3)) and the provisions of the purchase agreements entered into between the Company and Associations. Those provisions require that all payments be applied in the following order: first to interest, then to late fees, then to costs of collection, then to legal fees expended by the Company and then to assessments owed. In accordance with the cash basis method of recognizing revenue and the provisions of the statute, the Company records revenues for interest and late fees when cash is received. In the event the Company determines the ultimate collectability of amounts funded under its original product are in doubt, payments are applied to first reduce the funded or principal amount.
Finance Receivables—Special Product (New Neighbor Guaranty program): During 2012, the Company began offering associations an alternative product under the New Neighbor Guaranty program whereby the Company will fund amounts in excess of the Super Lien Amount. Under this special product, the Company purchases substantially all of the delinquent assessments owed to the association, in addition to all accrued interest and late fees, in exchange for payment by the Company of (i) a negotiated amount or (ii) on a going forward basis, all monthly assessments due for a period up to
Net Commission Revenue: The Company acts as an agent in providing health travel insurance policies. As a result, the Company revenue is recorded at net. The Company has determined that the known amount of cash to be realized or realizable on its revenue generating activities can be reasonably estimated and as such, classifies its receivables as accrual and recognizes revenues in the accompanying statements of income on the accrual basis. If a policy is not effective as of the end of a period, then the associated revenue and underwriting costs are deferred until the effective date. The majority of the commission revenue is underwritten by two policy underwriters who pays the Company commissions.
Coupon Sales
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 or digital assets. 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 consideration has been received from the third party. During the three and six months ended June 30, 2024, the Company sold Bitmain coupons for
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.
Income tax expense/(benefit) from operations for the three and six months ended June 30, 2024 and 2023 was
13
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 weighted average shares used in calculating income per share for the three and six months ended June 30, 2024 includes
Diluted income (loss) per share for the periods equal to basic income (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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June 30, 2024 |
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December 31, 2023 |
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Stock Options |
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Stock Warrants |
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Restricted Shares |
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- |
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Contingencies
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.
Stock-Based Compensation
The Company records all equity-based incentive grants to employees and non-employee members of the Company’s Board of Directors in operating expenses in the Company’s Consolidated Statements of Operations based on their fair values determined on the date of grant. Stock-based compensation expense, reduced for estimated forfeitures, is recognized over the requisite service period of the award, which is generally the vesting term of the outstanding equity awards. The expense attribution method is straight-line or accelerated graded-vesting depending on the nature of the award.
Non-cash Activities
ROU assets and operating lease obligation recognized - Due to the execution of its office equipment operating lease during the six months ended June 30, 2024 and 2023, the Company recognized a lease liability and ROU asset associated with the lease in the amount of
Reclassification of mining equipment deposit to fixed assets, net - During the six months ended June 30, 2024 and 2023 as mining machines were received, the Company reclassified
Change in equity due to change in accounting principal ASC 350-60 - The Company has elected to early adopt the new guidance effective January 1, 2024 resulting in a $
14
Note 2. Digital Asset
Digital assets consisted of the following:
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June 30, 2024 |
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December 31, 2023 |
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June 30, 2023 |
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Bitcoin |
$ |
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$ |
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$ |
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Tether |
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- |
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Total digital assets |
$ |
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$ |
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$ |
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Bitcoin |
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|
|
|
|
|
|
|||
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
|
June 30, 2023 |
|
|||
Number of Bitcoin held |
|
|
|
|
|
|
|
|
|
|||
Carrying basis - per Bitcoin |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Fair value - per Bitcoin |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Carrying basis of Bitcoin |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Fair value of Bitcoin |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The carrying basis represents the valuation of Bitcoin at the time the Company earns the Bitcoin through mining activities. The carrying basis for Bitcoin held prior to the adoption of ASU 2023-08 was determined on the "cost less impairment" basis. Fair value of Bitcoin was determined using Level 1 inputs.
The following table presents a roll-forward of Bitcoin for the six months ended June 30, 2024, based on the fair value model under ASU 2023-08:
|
|
June 30, 2024 |
|
|
Bitcoin as of December 31, 2023 |
$ |
|
|
|
Cumulative effect of the adoption of ASU 2023-08 (See Note 1) |
|
|
|
|
Beginning balance: Bitcoin as of January 1, 2024 |
|
|
|
|
Addition of Bitcoin from mining activities |
|
|
|
|
Disposition of Bitcoin from sales |
|
|
( |
) |
Gain on fair value of Bitcoin, net |
|
|
|
|
End of period |
$ |
|
|
|
During the three and six months ended June 30, 2024, the Company realized total gains on Bitcoin of
The following table presents a roll-forward of Bitcoin for the six months ended June 30, 2023, prior to the adoption of ASU 2023-08, based on the cost less impairment model under ASC 350:
|
|
June 30, 2023 |
|
|
Beginning of year |
|
$ |
|
|
Purchase of Bitcoin |
|
|
|
|
Production of Bitcoin |
|
|
|
|
Impairment loss on mined Bitcoin |
|
|
( |
) |
Carrying amount of Bitcoin sold |
|
|
( |
) |
End of period |
|
|
|
|
15
Note 3. Fixed Assets, net
The components of fixed assets as of June 30, 2024 and December 31, 2023 are as follows:
|
|
Useful Life (Years) |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||||
Mining machines |
|
|
$ |
|
|
|
$ |
|
|
|||
Real estate assets owned |
|
|
|
|
|
|
|
|
|
|||
Furniture, computer and office equipment |
|
|
|
|
|
|
|
|
|
|||
Gross fixed assets |
|
|
|
|
|
|
|
|
|
|
||
Less: accumulated depreciation |
|
|
|
|
|
( |
) |
|
|
|
( |
) |
Fixed assets, net |
|
|
|
$ |
|
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
As of June 30, 2024 and December 31, 2023, there were approximately
In order to accommodate an expected incoming shipment of S
On April 16, 2024, the
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 June 30, 2024 and December 31, 2023, the Company had a total of $
As of June 30, 2024 and December 31, 2023, the Company had a total of $
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.
|
|
Cost |
|
|
Cost of Shares Sold |
|
|
Gross Unrealized Gain (Loss) |
|
|
Fair Value |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketable equity securities, June 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketable equity securities, December 31, 2023 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
16
Notes receivable from Sale of Symbiont assets
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. On June 5, 2023, the Company purchased substantially all of the assets of Symbiont (the “Symbiont Assets”) by means of a credit bid of the full amount of the note payable owed by Symbiont to the Company. The Symbiont Assets were comprised principally of intellectual property and software code relating to Symbiont’s financial services blockchain enterprise platform. The assets were recorded as intangible assets at an amount equal to the total consideration of $
On December 26, 2023, the Company entered into an asset purchase agreement with Platonic Holdings, Inc. (“Platonic”) pursuant to which we agreed to sell to Platonic the Symbiont Assets. The sale of the Symbiont Assets closed on December 27, 2023. The sales proceeds were $
Notes receivable from Seastar Medical Holding Corporation
As of June 30, 2024, there was
As of June 30, 2024, there was
On January 29, 2024 Seastar fully repaid the remaining balance of principal and accrued interest on the Notes which totaled approximately $
|
June 30, 2024 |
|
|
December 31, 2023 |
|
|
June 30, 2023 |
|
|||
|
|
|
|
|
|
|
|
|
|||
Notes receivable from Seastar Medical Holding Corporation |
$ |
- |
|
|
$ |
|
|
$ |
|
||
End of period |
$ |
- |
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|||
|
June 30, 2024 |
|
|
|
|
|
June 30, 2023 |
|
|||
|
|
|
|
|
|
|
|
|
|||
Beginning of year |
$ |
|
|
|
|
|
$ |
|
|||
Repayment of Seastar Medical Holding Corporation notes receivable |
|
( |
) |
|
|
|
|
|
( |
) |
|
Accrued interest income |
|
|
|
|
|
|
|
|
|||
End of period |
$ |
- |
|
|
|
|
|
$ |
|
||
Long-term Investments
On June 6, 2024, we, through our wholly-owned subsidiary LMFA Financing, LLC (“LMFAF”), entered into a Loan Agreement (the “Loan Agreement”) with Tech Infrastructure JV I LLC (“Tech Infrastructure”), pursuant to which LMFAF agreed to extend to Tech Infrastructure a non-revolving credit line of up to $
17
As of June 30, 2024, $
I
|
June 30, 2024 |
|
|
December 31, 2023 |
|
|
June 30, 2023 |
|
|||
|
|
|
|
|
|
|
|
|
|||
Current portion of notes receivable from Tech Infrastructure JV I LLC |
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
Notes receivable from Tech Infrastructure JV I LLC - net of current portion |
|
|
|
|
|
|
|
|
|||
End of period |
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|||
|
June 30, 2024 |
|
|
|
|
|
June 30, 2023 |
|
|||
|
|
|
|
|
|
|
|
|
|||
Beginning of year |
$ |
|
|
|
|
|
$ |
- |
|
||
Borrowings |
|
|
|
|
|
|
|
- |
|
||
Accrued interest income |
|
|
|
|
|
|
|
- |
|
||
End of period |
$ |
|
|
|
|
|
$ |
- |
|
||
The Tech Infrastructure loan is considered a variable interest in a VIE for which we are not the primary beneficiary as the Company does not have the power to direct the activities that most significantly impact Tech Infrastructure’s economic performance, and accordingly, we do not consolidate. Other than the Loan, no additional financial support has been provided or is expected to be provided as it relates to Tech Infrastructure’s operations.
(in millions) |
|
Financial Statement |
|
|
Maximum |
|
||||
|
|
Carrying Amount |
|
|
exposure to loss |
|
||||
Tech Infrastructure JV I LLC |
|
$ |
|
|
|
$ |
|
|
||
The financial statement carrying amount consists of the loan principal and accrued interest accounted for at fair value. The maximum exposure to loss as of June 30, 2024 is limited to the financial statement carrying amount of our loan investment.
Long-term investments held to maturity in equity securities consist of the following:
LMF Acquisition Opportunities Inc. and SeaStar Medical - Warrants
The Company, through its affiliate LMFA Sponsor LLC ("Sponsor"), owns an aggregate
Long-term investments in Seastar Medical private placement warrants consist of the following:
18
|
June 30, 2024 |
|
|
December 31, 2023 |
|
|
June 30, 2023 |
|
|||
|
|
|
|
|
|
|
|
|
|||
Seastar Medical Holding Corporation (formerly LMAO) warrants |
$ |
|
|
$ |
|
|
$ |
|
|||
End of period |
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
June 30, 2024 |
|
|
|
|
|
June 30, 2023 |
|
|||
|
|
|
|
|
|
|
|
|
|||
Beginning of year |
$ |
|
|
|
|
|
$ |
|
|||
Unrealized loss on equity securities |
|
( |
) |
|
|
|
|
|
( |
) |
|
End of period |
$ |
|
|
|
|
|
$ |
|
|||
SeaStar Medical Holding Corporation - Common Stock
As of June 30, 2024 and December 31, 2023, Sponsor holds
Our investment in SeaStar Medical 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 Medical at fair value and include any resulting adjustments as part of a gain or loss on investment. The fair value calculation related to our retained interest in SeaStar Medical is based upon the observable trading price of SeaStar Medicals Class A common stock.
The Company determined that our investment in SeaStar Medical meets the criteria for the equity method of accounting, for which we have elected the fair value option. We remeasure our retained interest in SeaStar Medical's common stock at fair value and include any resulting adjustments as part of our gain or loss on investments. The fair value of our retained interest in SeaStar Medical's common stock is classified as Level 1 in the fair value hierarchy as the fair value is based upon the observable trading price of ICU common stock. The trading price of ICU common stock as of June 30, 2024 and 2023 was $
Changes in fair value are recorded in the income statement during the period of change. For the three and six months ended June 30, 2024 and 2023, our re-measurement of the fair value of ICU common stock resulted in an unrealized loss of $
Long-term investments for the SeaStar Medical common stock consist of the following:
|
June 30, 2024 |
|
|
December 31, 2023 |
|
|
June 30, 2023 |
|
|||
|
|
|
|
|
|
|
|
|
|||
Seastar Medical Holding Corporation common stock |
$ |
|
|
$ |
|
|
$ |
|
|||
End of period |
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
June 30, 2024 |
|
|
|
|
|
June 30, 2023 |
|
|||
|
|
|
|
|
|
|
|
|
|||
Beginning of year |
$ |
|
|
|
|
|
$ |
|
|||
Unrealized loss on equity investment |
|
( |
) |
|
|
|
|
|
( |
) |
|
End of period |
$ |
|
|
|
|
|
$ |
|
|||
The net unrealized loss on securities from the Company’s investment in SeaStar Medical's common stock and warrants for the three and six months ended June 30, 2024 and 2023 totaled $
19
Note 6. Debt and Other Financing Arrangements
On May 13, 2024, the Company entered into a $
Debt of the Company consisted of the following at June 30, 2024 and December 31, 2023:
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Financing agreement with Imperial PFS that is unsecured. Down payment of $ |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
||
Financing agreement with Imperial PFS that is unsecured. Down payment of $ |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Financing agreement with Imperial PFS that is unsecured. Down payment of $ |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
||
Secured loan with Brown Family Enterprises LLC. The note matures on |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Minimum required principal payments on the Company's debt as of June 30, 2024 are as follows:
Maturity |
|
Amount |
|
|
2024 |
|
$ |
|
|
2025 |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
20
Note 7. 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 June 30, 2024, the Company’s long term operating leases have remaining lease terms of
The Company determines if an arrangement is a lease at inception. Operating lease right-of-use ("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 is discounted using either the implicit rate in the lease, if known, or the 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
On February 27, 2023, the Company executed a lease for office equipment which has been classified as an operating lease. The lease term is
Lease expense recognized for the three and six months ended June 30, 2024 and 2023 was approximately $
The following table presents supplemental balance sheet information related to operating leases as of June 30, 2024 and December 31, 2023:
|
|
Balance Sheet Line Item |
June 30, 2024 |
|
December 31, 2023 |
|
||
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 |
|
|
|
% |
|
% |
||
|
|
|
|
|
|
|
||
21
The following table presents supplemental cash flow information and non-cash activity related to operating leases for the three and six months ended June 30, 2024 and 2023:
|
|
|
June 30, |
|
||||
|
|
|
2024 |
|
2023 |
|
||
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 |
|
|
$ |
- |
|
$ |
|
|
The following table presents maturities of operating lease liabilities on an undiscounted basis as of June 30, 2024:
Lease Maturity Table |
|
|
|
|
|
|
|
|
Operating Leases |
|
|
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 Armory, LLC 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
22
On
Note 8. Stockholders’ Equity
Reverse Stock Split
Stock Options
The following is a summary of the stock option plan activity during the six months ended June 30, 2024 and 2023:
|
|
2024 |
|
|
2023 |
|
||||||||||
|
|
Number of |
|
|
Weighted Average |
|
|
Number of |
|
|
Weighted Average |
|
||||
|
|
Options |
|
|
Exercise Price |
|
|
Options |
|
|
Exercise Price |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options outstanding at beginning of the year |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forfeited |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options outstanding at June 30, |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options exercisable at June 30, |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Stock compensation expense recognized for the three and six months ended June 30, 2024 and 2023 related to stock options was approximately $
The aggregate intrinsic value of the outstanding common stock options as of June 30, 2024 and December 31, 2023 was
23
Stock Issuance
The following is a summary of the restricted share activity during the six months ended June 30, 2024 and 2023:
|
|
2024 |
|
|
2023 |
|
||||||||||
|
|
Number of |
|
|
Weighted Average |
|
|
Number of |
|
|
Weighted Average |
|
||||
|
|
Restricted Shares |
|
|
Award Price |
|
|
Restricted Shares |
|
|
Award Price |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted Shares outstanding at beginning of the year |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Vested |
|
|
( |
) |
|
$ |
|
|
|
( |
) |
|
$ |
|
||
Restricted Shares outstanding at June 30, |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock compensation expense for restricted stock for the three and six months ended June 30, 2024 and 2023 was approximately $
Warrants
The following is a summary of the warrant activity during the six months ended June 30, 2024 and 2023:
|
|
2024 |
|
|
2023 |
|
||||||||||
|
|
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 June 30, |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The aggregate intrinsic value of the outstanding common stock warrants as of June 30, 2024 and 2023 was
At the Market Program
On June 26, 2023, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Maxim Group LLC (the “Agent”), pursuant to which the Company may, from time to time, at the Company's discretion, offer and sell shares of the Company’s common stock, having an aggregate offering price of up to $
24
expenses and other assets" on the Consolidated Balance Sheets. These deferred costs were expensed in June 2024 due to the nonuse of the ATM.
Note 9. 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 June 30, 2024 |
|
||||||||||
|
Specialty Finance |
|
Mining Operations |
|
All Other |
|
Total |
|
||||
Revenue, net |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
||||
Operating loss |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Unrealized loss on investment and equity securities |
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
Unrealized gain on marketable securities |
|
- |
|
|
- |
|
|
|
|
|
||
Loss on disposal of assets |
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
Interest income |
|
- |
|
|
- |
|
|
|
|
|
||
Interest expense |
|
- |
|
|
( |
) |
|
( |
) |
|
( |
) |
Loss before income taxes |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Fixed Asset Additions |
|
- |
|
|
|
|
- |
|
|
|
||
|
Six Months Ended June 30, 2024 |
|
||||||||||
|
Specialty Finance |
|
Mining Operations |
|
All Other |
|
Total |
|
||||
Revenue, net |
$ |
|
$ |
|
$ |
- |
|
$ |
|
|||
Depreciation and amortization |
|
|
|
|
|
|
|
|
||||
Operating loss |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Unrealized gain on marketable securities |
|
- |
|
|
- |
|
|
|
|
|
||
Unrealized loss on investment and equity securities |
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
Gain on fair value of purchased Bitcoin, net |
|
- |
|
|
- |
|
|
|
|
|
||
Loss on disposal of assets |
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
Other income - coupon sales |
|
- |
|
|
|
|
- |
|
|
|
||
Interest income, net |
|
- |
|
|
- |
|
|
|
|
|
||
Interest expense |
|
- |
|
|
( |
) |
|
( |
) |
|
( |
) |
Loss before income taxes |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Fixed Asset Additions |
|
- |
|
|
|
|
- |
|
|
|
||
25
|
Three Months Ended June 30, 2023 |
|
||||||||||
|
Specialty Finance |
|
Mining Operations |
|
All Other |
|
Total |
|
||||
Revenue, net |
$ |
|
$ |
|
$ |
- |
|
$ |
|
|||
Depreciation and amortization |
|
( |
) |
|
|
|
|
|
|
|||
Operating loss |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Unrealized loss on investment and equity securities |
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
Unrealized loss on marketable securities |
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
Symbiont credit reserve reversal |
|
- |
|
|
- |
|
|
|
|
|
||
Other income - coupon sales |
|
- |
|
|
|
|
- |
|
|
|
||
Other income - financing revenue |
|
- |
|
|
- |
|
|
|
|
|
||
Interest income |
|
- |
|
|
- |
|
|
|
|
|
||
Loss before income taxes |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Fixed Asset Additions |
|
|
|
|
|
|
|
|
||||
|
Six Months Ended June 30, 2023 |
|
||||||||||
|
Specialty Finance |
|
Mining Operations |
|
All Other |
|
Total |
|
||||
Revenue, net |
$ |
|
|
|
$ |
- |
|
$ |
|
|||
Depreciation and amortization |
|
|
|
|
|
|
|
|
||||
Operating loss |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Unrealized loss on marketable securities |
|
- |
|
|
- |
|
|
|
|
|
||
Impairment loss on prepaid machine deposits |
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
Symbiont credit reserve reversal |
|
- |
|
|
- |
|
|
|
|
|
||
Unrealized gain on investment and equity securities |
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
Realized gain on sale of purchased digital assets |
|
- |
|
|
- |
|
|
|
|
|
||
Other income - coupon sales |
|
- |
|
|
|
|
- |
|
|
|
||
Other income - financing revenue |
|
- |
|
|
- |
|
|
|
|
|
||
Interest income, net |
|
- |
|
|
- |
|
|
|
|
|
||
Income (loss) before income taxes |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Fixed Asset Additions |
|
|
|
|
|
|
|
|
||||
Note 10. Related Party Transactions
Legal services for the Company associated with the collection of delinquent assessments from property owners was performed by a law firm (Business Law Group “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 has 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.
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 Business Law Group, P.A. (the “Services Agreement”). The Services Agreement had set forth the terms under which Business Law Group, P.A. would act as the primary law firm used by the Company and its association clients for the servicing and collection of association accounts. Bruce M. Rodgers is a
Under the agreement, the Company paid BLG a fixed monthly fee of $
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 LMF and the Associations. This engagement was subsequently assigned to BLGAL as described above. Ms. Gould, who is a Director of the Company, worked as the General Manager of BLG and works as the General Manager of BLGAL.
26
Amounts paid to BLGAL for the three and six months ended June 30, 2024 and 2023 were approximately $
Under the Services Agreement in effect during the three and six months ended June 30, 2024 and 2023, 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 collection costs for the three and six months ended June 30, 2024 and 2023 in the amounts of approximately $
The Company also shares office space, personnel and related common expenses with BLGAL. All shared expenses, including rent, are charged to BLGAL based on an estimate of actual usage. Any expenses of BLGAL 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 was charged for office sub-lease for three and six months ended June 30, 2024 and 2023 for a total of approximately $
Amounts payable to BLGAL as of June 30, 2024 and December 31, 2023 were approximately $
Note 11. Subsequent Events
On August 6, 2024, the Company entered into a $
27
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 and six months ended June 30, 2024, and with the Annual Report on Form 10-K for the year ended December 31, 2023.
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:
Except as required by law, we assume no duty to update or revise any forward-looking statements.
28
Overview
The Company currently operates two lines of business: our cryptocurrency mining business and our specialty finance business.
The Bitcoin mining operation deploys our computing power to mine Bitcoin on the Bitcoin network. We conduct this business through our wholly owned subsidiary, US Digital, a Florida limited liability company, 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
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 (and 100% subsidiaries), on September 10, 2021. US Digital has formed 100% owned subsidiaries to engage in business in various states in connection with its Bitcoin mining business. 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.
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. A company’s computing power measured in hashrate is generally considered to be one of the most important metrics for evaluating Bitcoin mining companies.
As of June 30, 2024 and 2023, the Company owned approximately 5,900 and 5,900 machines, respectively, which translated into our operating mining units being capable of producing over 639 petahash and 615 petahash per second (“EH/s”) of computing power, respectively. There were approximately 1,878 and 5,200 miners online as of June 30, 2024 and 2023, respectively. We had an
29
additional 3,000 miners go online in late July 2024 while moving approximately 1,000 miners from a GIGA hosting site in July 2024 to a third-party warehouse for redeployment. We expect to continue increasing our computing power through 2024 and beyond as we expand the number of active mining machines.
The Company currently uses three companies to host its miners: Core Scientific Inc. ("Core"), Giga Energy Inc ("GIGA") and Tech Infrastructure JV I LLC ("Tech Infrastructure").
On September 5, 2022, the Company, through its wholly-owned subsidiary US Digital, entered into a hosting agreement (the “Core Hosting Agreement”) with Core pursuant to which Core, under various additional orders, agreed to host approximately 3,000 of the Company's Bitcoin miner machines at a secure location and provide power, maintenance and other services specified in the contract with a term of one year, with automatic renewals unless either party notifies the other party in writing not less than ninety (90) calendar days before such renewal of its desire for the order not to renew unless terminated sooner pursuant to the terms of the Core Hosting Agreement. The Company entered into a number of amendments in 2023 and 2024 that resulted in Core hosting a total of approximately 4,870 miners. The amended Hosting Agreement results in the terms of the hosting arrangement expiring with respect to approximately 4,000 miners on May 31, 2024 while allowing the terms of the hosting arrangement to continue with respect to approximately 800 miners through December 31, 2024. Approximately 4,000 miners were shipped from Core in June and July 2024 to a third-party warehouse in Oklahoma with 3,000 miners being placed into service in late July 2024.
As required under the Core Hosting Agreement, the Company paid a $2.2 million deposit as of December 31, 2023. Under the terms of the amended Hosting Agreement, the deposit related to the 4,000 miners that were removed was applied to our invoices. As of June 30, 2024 and December 31, 2023, the Company had nil and $2.1 million of the prepaid deposit remaining with Core, respectively. In December 2022, Core filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Southern District of Texas. Core's bankruptcy filing has not negatively impacted our mining ability at their sites as of the date of this filing.
On May 5, 2023, the Company entered into a hosting agreement (the “GIGA Hosting Agreement”) with GIGA, pursuant to which GIGA agreed to host 1,080 of the Company's Bitcoin Miner S19J Pro machines at a secure location and provide power, maintenance and other services specified in the contract with a term of one year. On April 12, 2024, the Company amended the contract to allow for an extension of the contract with a 60 day termination notice. As required under the GIGA Hosting Agreement, the Company paid $173 thousand as a pre-payment in May 2023 and paid a refundable deposit of $173 thousand in August 2023. As of June 30, 2024 and December 31, 2023, respectively, the Company had approximately $88 thousand and $117 thousand of prepaid deposits remaining with GIGA, respectively. All of the miner machines hosted with GIGA were moved in July to a third-party warehouse awaiting a new hosting site.
On May 6, 2024, the Company entered into a hosting agreement (the “Arthur Hosting Agreement”) with Tech Infrastructure pursuant to which Tech Infrastructure agreed to host approximately 3,000 of the Company's Bitcoin Miner S19J Pro machines at a secure location and provide power, maintenance and other services specified in the contract with a term of nine months. On July 17, 2024, the Company amended the contract to allow for an extension of the contract of one month.
Results of Operations
Summarized Consolidated Statements of Operations |
|
|
|
|
|
|
|
||
|
|
|
Six Months Ended June 30, |
|
|||||
|
|
|
2024 |
|
|
2023 |
|
||
|
|
|
|
|
|
|
|
||
Revenue |
|
|
$ |
7,758,951 |
|
|
$ |
5,509,168 |
|
Operating costs and expenses |
|
|
|
11,939,829 |
|
|
|
10,634,928 |
|
Operating loss |
|
|
|
(4,180,878 |
) |
|
|
(5,125,760 |
) |
Other loss |
|
|
|
(562,485 |
) |
|
|
(7,679,192 |
) |
Loss before income taxes |
|
|
|
(4,743,363 |
) |
|
|
(12,804,952 |
) |
Income tax expense |
|
|
|
- |
|
|
|
- |
|
Net loss |
|
|
|
(4,743,363 |
) |
|
|
(12,804,952 |
) |
Less: loss attributable to non-controlling interest |
|
|
|
160,253 |
|
|
|
2,869,441 |
|
Net loss attributable to LM Funding America Inc. |
|
|
$ |
(4,583,110 |
) |
|
$ |
(9,935,511 |
) |
30
Range of intraday Bitcoin prices |
|
|
|
|
|
||
Quarterly Reporting Periods Ended |
Minimum Price |
|
|
Maximum Price |
|
||
December 31, 2022 |
$ |
15,486 |
|
|
$ |
21,474 |
|
March 31, 2023 |
$ |
16,489 |
|
|
$ |
29,178 |
|
June 30, 2023 |
$ |
24,750 |
|
|
$ |
31,422 |
|
September 30, 2023 |
$ |
24,915 |
|
|
$ |
31,838 |
|
December 31, 2023 |
$ |
26,544 |
|
|
$ |
44,800 |
|
March 31, 2024 |
$ |
38,512 |
|
|
$ |
73,798 |
|
June 30, 2024 |
$ |
56,500 |
|
|
$ |
72,777 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||
Effective January 1, 2024, we adopted ASC 350-60 which required Bitcoin to be measured at fair value. See Note 1 - Summary of Significant Accounting Policies for more details on impact of implementation to the financial statements. As a result, the carrying value of each Bitcoin we held at the end of June 30, 2024 and each subsequent reporting period reflects the price of one Bitcoin quoted on the active exchange at the end of the reporting period. Therefore, negative swings in the market price of Bitcoin could have a material impact on our earnings and on the carrying value of our Bitcoin.
The following reflects the financial summary of Bitcoin holdings:
Bitcoin |
|
|
|
|
|
|
|
|
|
|||
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
|
June 30, 2023 |
|
|||
Number of Bitcoin held |
|
|
160.4 |
|
|
|
95.1 |
|
|
|
79.1 |
|
Carrying basis - per Bitcoin |
|
$ |
54,479 |
|
|
$ |
35,816 |
|
|
$ |
25,190 |
|
Fair value - per Bitcoin |
|
$ |
62,668 |
|
|
$ |
42,273 |
|
|
$ |
30,469 |
|
Carrying basis of Bitcoin |
|
$ |
8,738,376 |
|
|
$ |
3,406,096 |
|
|
$ |
1,992,557 |
|
Fair value of Bitcoin |
|
$ |
10,020,457 |
|
|
$ |
4,020,202 |
|
|
$ |
2,410,098 |
|
The following is a summary of the average cost of revenues for mining each Bitcoin during the three and six months ended June 30, 2024 and 2023:
|
|
Six Months Ended June 30, |
|
|||||
Cost of Revenues - Analysis of costs to mine one Bitcoin (per Bitcoin amounts are actual) |
|
2024 |
|
|
2023 |
|
||
|
|
|
|
|
|
|
||
Digital mining revenues |
|
$ |
7,490,981 |
|
|
$ |
5,059,173 |
|
Average revenue of each Bitcoin mined (1) |
|
$ |
57,446 |
|
|
$ |
25,513 |
|
Cost of mining - hosted facilities |
|
$ |
5,012,057 |
|
|
$ |
4,029,498 |
|
Hosting fees expense per one Bitcoin |
|
$ |
38,436 |
|
|
$ |
20,320 |
|
Bitcoin Mined |
|
|
130.40 |
|
|
|
198.30 |
|
Cost of mining one Bitcoin as % of average Bitcoin mining revenue |
|
|
66.91 |
% |
|
|
79.65 |
% |
|
|
|
|
|
|
|
||
(1) Average revenue of each Bitcoin mined is calculated by dividing the sum of Bitcoin mining revenue for both owned and hosted facilities by the total number of Bitcoin mined during the respective periods. See the table "Range of intraday Bitcoin prices" for information on the range of intraday Bitcoin prices for quarterly periods.
The Company's Bitcoin unit activity during the six months ended June 30, 2024 and 2023 was as follows:
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||
Beginning of Year |
|
95.1 |
|
|
|
54.9 |
|
Production of Bitcoin |
|
130.4 |
|
|
|
198.3 |
|
Purchase of Bitcoin |
|
- |
|
|
|
2.0 |
|
Sale of Bitcoin |
|
(65.0 |
) |
|
|
(175.9 |
) |
Fees |
|
(0.1 |
) |
|
|
(0.2 |
) |
End of Period |
|
160.4 |
|
|
|
79.1 |
|
31
The Three Months Ended June 30, 2024 compared with the Three Months Ended June 30, 2023
Revenues
During the three months ended June 30, 2024, total revenues decreased by $0.2 million, to $3.0 million from $3.2 million for the three months ended June 30, 2023.
Digital mining revenue decreased in the three months ended June 30, 2024 by $0.1 million to $2.9 million from $3.0 million for the three months ended June 30, 2023.
Bitcoin mining revenues are determined by two main drivers: quantity of Bitcoin mined and the price of Bitcoin on the date the Bitcoin is mined. During the three months ended June 30, 2024, we mined 44.1 Bitcoin with an average Bitcoin price of approximately $66 thousand as compared to 106.5 Bitcoin with an average Bitcoin price of approximately $28 thousand during the three months ended June 30, 2023. The decrease in Bitcoin mining revenue for the three months ended June 30, 2024 was attributable to the reduction in the number of Bitcoins mined during the period due to the increased difficulty rate, which reduced our share of the global hashrate, offset in part by the increase in Bitcoin prices.
Specialty finance revenue decreased in the three months ended June 30, 2024 by $101 thousand to $89 thousand from $190 thousand for the three months ended June 30, 2023.
Operating Expenses
During the three months ended June 30, 2024, operating expenses increased $1.4 million to $7.8 million from $6.4 million for the three months ended June 30, 2023. The increase in operating expenses is primarily due to the following factors:
Staff costs and payroll
Compensation costs for three months ended June 30, 2024 decreased by $1.6 million to $0.8 million from $2.5 million for the three months ended June 30, 2023 primarily due to the reduction of stock based compensation associated with employee stock options.
Depreciation and amortization
Depreciation and amortization increased by $1.2 million to $2.3 million for the three months ended June 30, 2024 primarily due to the increased number of Bitcoin mining machines placed into service earning Bitcoins as well as the change in useful life of mining machines from 5 years to 4 years.
Loss (gain) on fair value of Bitcoin, net
The loss on fair value of Bitcoin, net for the three months ended June 30, 2024 was $1.3 million. As discussed in Note 2 above, the Company adopted the amendments per ASC 350-60 as of January 1, 2024, accordingly, we measured crypto assets within the scope of ASC Topic 350-60 - Intangibles - Goodwill and Other - Crypto Assets at fair value in accordance with ASC Topic 820 - Fair Value Measurement and included the gains and losses from remeasurement in net income. The loss pertains to the change in Bitcoin's fair value from April 1, 2024, through June 30, 2024. The fair value of Bitcoin was approximately $62 thousand per Bitcoin at June 30, 2024 and $71 thousand per Bitcoin at March 31, 2024.
Impairment loss on mined digital assets
Impairment loss on mined digital assets was nil and $0.2 million for the three months ended June 30, 2024 and 2023, respectively with no impairment recognized in 2024 due to the implementation of ASC 350-60 effective January 1, 2024.
Realized gain on sale of mined digital assets
Realized gain on sale of mined digital assets for the three months ended June 30, 2024 and 2023 was nil and $0.6 million, respectively.
Prior to adoption of ASC 350-60 - Crypto Assets, Bitcoin was classified as indefinite-lived intangible assets and were measured at cost less impairment. Additionally, in the previous guidance, subsequent increases in Bitcoin prices are not allowed to be recorded unrealized gains unless the Bitcoin is sold, at which point the gain is recognized. Accordingly, (gains) losses recognized on fair value of Bitcoin in fiscal year 2024 are not comparable to fiscal year 2023.
The Company sold 47 Bitcoins during the three months ended June 30, 2024 and 111 Bitcoins during the three months ended June 30, 2023.
Other operating costs
The Company's other operating costs which includes professional fees, selling, general and administrative costs, real estate management costs, collections costs and other operating costs increased by $0.2 million to $1.0 million for the three months ended
32
June 30, 2024 as compared to $0.8 million for the three months ended June 30, 2023 primarily due to the amortization of deferred financing costs associated with the ATM program.
Other Income (Expense)
The Company recognized an unrealized loss on securities of $1.9 million for the three months ended June 30, 2024 as compared to an unrealized loss of $3.7 million for the three months ended June 30, 2023 from the revaluation of Seastar's common stock and private placement warrants.
Income Tax Expense
During the three months ended June 30, 2024, the Company generated a $6.7 million net loss before income taxes and the Company increased its income tax valuation allowance by $2.2 million, which offset the Company’s incurred net income tax benefit of $2.2 million which resulted in no income tax expense being recognized for the three months ended June 30, 2024. During the three months ended June 30, 2023, the Company generated a $5.6 million net loss before income taxes and the Company increased its income tax valuation allowance by $1.3 million, which offset the Company’s incurred net income tax expense of $1.3 million, resulting in no income tax expense being recognized during the period.
Net Loss
During the three months ended June 30, 2024, net loss was $6.7 million as compared to net loss of $5.6 million for the three months ended June 30, 2023.
Net Loss Attributable to Non-Controlling Interest
The Company owns 69.5% of Sponsor. As such, there is a $0.6 million net gain for the three months ended June 30, 2024 attributable to the Non-Controlling Interest as compared to a $1.1 million net gain for the three months ended June 30, 2023.
Net Loss Attributable to LM Funding America, Inc.
During the three months ended June 30, 2024, net loss was $6.1 million as compared to net loss of $4.5 million for the three months ended June 30, 2023.
The Six Months Ended June 30, 2024 compared with the Six Months Ended June 30, 2023
Revenues
During the six months ended June 30, 2024, total revenues increased by $2.2 million, to $7.8 million from $5.5 million for the six months ended June 30, 2023.
Digital mining revenue increased in the six months ended June 30, 2024 by $2.4 million to $7.5 million from $5.1 million for the six months ended June 30, 2023.
Bitcoin mining revenues are determined by two main drivers: quantity of Bitcoin mined and the price of Bitcoin on the date the Bitcoin is mined. During the six months ended June 30, 2024, we mined 130.5 Bitcoin with an average Bitcoin price of approximately $57 thousand as compared to 198.3 Bitcoin with an average Bitcoin price of approximately $26 thousand during the six months ended June 30, 2023. The increase in Bitcoin mining revenue for the six months ended June 30, 2024 was attributable to the increase in Bitcoin prices offset in part by the reduction in the number of Bitcoins mined during the period due to the increased difficulty rate, which reduced our share of the global hashrate.
Specialty finance revenue decreased in the six months ended June 30, 2024 by $167 thousand to $205 thousand from $373 thousand for the six months ended June 30, 2023.
Operating Expenses
During the six months ended June 30, 2024, operating expenses increased $1.3 million to $12.0 million from $10.6 million for the six months ended June 30, 2023. The increase in operating expenses is primarily due to the following factors:
Digital mining cost of revenues
Bitcoin mining costs increased by $1.0 million to $5.0 million for the six months ended June 30, 2024 from $4.0 million for the six months ended June 30, 2023 due to the increased number of Bitcoin mining machines that were active during the period.
33
Staff costs and payroll
Compensation costs for six months ended June 30, 2024 decreased by $1.3 million to $2.1 million from $3.4 million for the six months ended June 30, 2023 primarily due to the reduction of stock based compensation associated with employee stock options.
Depreciation and amortization
Depreciation and amortization increased by $2.8 million to $4.8 million for the six months ended June 30, 2024 from $2.0 million for the six months ended June 30, 2023 primarily due to the increased number of Bitcoin mining machines placed into service earning Bitcoins as well as the change in useful life of mining machines from 5 years to 4 years.
Loss (gain) on fair value of Bitcoin, net
The gain on fair value of Bitcoin, net for the six months ended June 30, 2024 was $3.0 million. As discussed in Note 2 above, the Company adopted the amendments per ASC 350-60 as of January 1, 2024, accordingly, we measured crypto assets within the scope of ASC Topic 350-60 - Intangibles - Goodwill and Other - Crypto Assets at fair value in accordance with ASC Topic 820 - Fair Value Measurement and included the gains and losses from remeasurement in net income. The gain pertains to the change in Bitcoin's fair value from January 1, 2024, through June 30, 2024. The fair value of Bitcoin was approximately $62 thousand per Bitcoin at June 30, 2024 and $42 thousand per Bitcoin at December 31, 2023.
Impairment loss on mining equipment
The Company incurred a $1.2 million impairment loss on mining equipment related to machines disposed of in April 2024.
Impairment loss on mined digital assets
Impairment loss on mined digital assets was nil and $0.4 million for the six months ended June 30, 2024 and 2023, respectively with no impairment recognized in 2024 due to the implementation of ASC 350-60 effective January 1, 2024.
Realized gain on sale of mined digital assets
Realized gain on sale of mined digital assets for the six months ended June 30, 2024 and 2023 was nil and $1.1 million respectively.
Prior to adoption of ASC 350-60 - Crypto Assets, Bitcoin was classified as indefinite-lived intangible assets and were measured at cost less impairment. Additionally, in the previous guidance, subsequent increases in Bitcoin prices are not allowed to be recorded (unrealized gains) unless the Bitcoin is sold, at which point the gain is recognized. Accordingly, gains (losses) recognized on fair value of Bitcoin in fiscal year 2024 are not comparable to fiscal year 2023.
The Company sold 65.0 Bitcoins during the six months ended June 30, 2024 and 175.9 Bitcoins during the six months ended June 30, 2023.
Other Income (Expense)
The Company recognized an unrealized loss on securities of $0.5 million for the six months ended June 30, 2024 as compared to an unrealized loss of $9.6 million for the six months ended June 30, 2023 from the revaluation of Seastar's common stock and private placement warrants.
The Company recognized $4 thousand on the sale of Bitmain coupons received from the purchase of Bitcoin mining equipment for the six months ended June 30, 2024 compared to $0.6 million for the six months ended June 30, 2023.
The Company recognized a reversal of a valuation allowance of nil and $1.1 million for the six months ended June 30, 2024 and 2023, respectively, from the revaluation of the Symbiont note receivable and subsequent acquisition of the Symbiont assets.
The Company recognized $26 thousand of interest income for the six months ended June 30, 2024 as compared to $171 thousand of interest income for the six months ended June 30, 2023 due to the payoff of a note payable by Seastar Medical in January 2024.
Income Tax Expense
During the six months ended June 30, 2024, the Company generated a $4.7 million net loss before income taxes and the Company increased its income tax valuation allowance by $1.2 million, which offset the Company’s incurred net income tax benefit of $1.2 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 six months ended June 30, 2024. During the six months ended June 30, 2023, the Company generated a $12.8 million net loss before income taxes and the Company increased its income tax valuation allowance by $3.4 million, which offset the Company’s incurred net income tax expense of $3.4 million, resulting in no income tax expense being recognized during the period.
34
Net Loss
During the six months ended June 30, 2024, net loss was $4.7 million as compared to net loss of $12.8 million for the six months ended June 30, 2023.
Net Loss Attributable to Non-Controlling Interest
The Company owns 69.5% of Sponsor. As such, there is a $0.2 million net loss for the six months ended June 30, 2024 attributable to the Non-Controlling Interest as compared to a $2.9 million net loss for the six months ended June 30, 2023.
Net Loss Attributable to LM Funding America, Inc.
During the six months ended June 30, 2024, net loss was $4.6 million as compared to net loss of $9.9 million for the six months ended June 30, 2023.
Liquidity and Capital Resources
General
Our primary sources of liquidity are our cash and cash equivalents, Bitcoin generated from our digital mining operations, proceeds from borrowings and cash from our note receivables. At June 30, 2024, we had cash, cash equivalents and Bitcoin of $10.2 million compared to cash, cash equivalents and Bitcoin of $5.8 million at December 31, 2023. As of June 30, 2024, we had working capital of $8.4 million reflecting an increase of $1.0 million since December 31, 2023. We have access to equity financing through our At-the-Market offering facility. Refer to Note 8 - Stockholders' Equity. Cash management continues to be a top priority. We expect to incur negative operating cash flows as we work to increase our digital mining revenue and maintain operational efficiencies.
Our working capital needs may increase in the future as we continue to expand and enhance our operations. Our ability to raise additional funds for working capital through equity or debt financings or other sources may depend on the financial success of our then current business and successful implementation of our key strategic initiatives, financial, economic and market conditions and other factors, some of which are beyond our control. No assurance can be given that we will be successful in raising the required capital at a reasonable cost and at the required times, or at all. Further equity financings may have a dilutive effect on shareholders and any debt financing, if available, may require restrictions to be placed on our future financing and operating activities. If we require additional capital and are unsuccessful in raising that capital, we may not be able to continue our business operations in the cryptocurrency mining industry which could adversely impact our business, financial condition and results of operations.
As of June 30, 2024 and December 31, 2023, our liquidity was comprised of:
|
|
June 30, 2024 |
|
|
|
December 31, 2023 |
|
||
Cash and cash equivalents |
$ |
|
145,648 |
|
|
$ |
|
2,401,831 |
|
Bitcoin |
|
|
10,032,104 |
|
|
|
|
3,416,256 |
|
Marketable securities |
|
|
22,140 |
|
|
|
|
17,860 |
|
End of Period |
$ |
|
10,199,892 |
|
|
$ |
|
5,835,947 |
|
|
|
|
|
|
|
|
|
||
The Company's cash flow summary for the six months ended June 30, 2024 and 2023 are as follows:
|
|
Six Months Ended June 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Cash Flows used in Operating Activities |
|
$ |
(5,988,264 |
) |
|
$ |
(1,463,224 |
) |
Cash Flows provided by (used in) Investing Activities |
|
|
2,715,914 |
|
|
|
(464,571 |
) |
Cash Flows provided by (used in) Financing Activities |
|
|
1,016,167 |
|
|
|
(462,972 |
) |
Net Decrease in Cash |
|
|
(2,256,183 |
) |
|
|
(2,390,767 |
) |
Cash - Beginning of Year |
|
|
2,401,831 |
|
|
|
4,238,006 |
|
Cash - End of Period |
|
$ |
145,648 |
|
|
$ |
1,847,239 |
|
Contractual Obligations
The Company has digital mining hosting contracts that expire between December 2024 and April 2025. These contracts currently require total monthly payments of approximately $200 thousand to $500 thousand monthly.
35
Cash from Operations
Net cash used in operations was $6.0 million during the six months ended June 30, 2024 compared with net cash used in operations of $1.5 million during the six months ended June 30, 2023. This change in cash used in operating activities was primarily driven by the classification of $4.5 million in Bitcoin proceeds from mining (i.e. Bitcoin) as investing activities during the six months ended June 30, 2024 due to the adoption of ASU 350-60 as compared to the classification of mining revenues as operating activities for the six months ended June 30, 2023. The mining of Bitcoin is considered a non cash item for operating purposes which totaled $7.5 million and $5.1 million for the six months ended June 30, 2024 and 2023, respectively.
Cash from Investing Activities
For the six months ended June 30, 2024 net cash provided by investing activities was $2.7 million as compared to net cash used in investing activities of $0.5 million for the six months ended June 30, 2023. For the six months ended June 30, 2024, the Company received net payments of approximately $1.4 million from SeaStar Medical related to the payment of outstanding notes receivable, and received proceeds of $4.5 million from the sale of digital assets while investing $1.2 million for capital expenditures including Bitcoin mining equipment which was offset in part by a $2.1 million investment in the Tech Infrastructure JV I LLC note receivable. For the six months ended June 30, 2023 the Company received $1.7 million from SeaStar Medical related to the payment of outstanding notes receivable while investing $1.7 million for Bitcoin mining equipment.
Cash from Financing Activities
Net cash provided by financing activities was $1.0 million for the six months ended June 30, 2024 compared to $0.5 million used in financing activities for the six months ended June 30, 2023. During the six months ended June 30, 2024 and 2023, the Company received proceeds from borrowings of $1.5 million and nil, respectively.
Stockholders’ Equity
The Company had no cash infusion from equity financing transactions during the six months ended June 30, 2024 or 2023.
Debt
On May 13, 2024, the Company entered into a $1.5 million secured loan ("Secured Note") with Brown Family Enterprises LLC which pays ten percent (10%) interest per annum, simple interest on a monthly basis until the Secured Note is paid in full. The note matures on May 14, 2025. The Company granted to the holders of the Secured Note a secured interest in substantially all of the Company's assets and interests.
Debt of the Company consisted of the following at June 30, 2024 and December 31, 2023:
|
|
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Financing agreement with Imperial PFS that is unsecured. Down payment of $3,438 was required upfront and equal installment payments of $3,658 to be made over a 11 month period. The note matures on July 1, 2024. Annualized interest is 12.05%. |
|
|
- |
|
|
|
21,945 |
|
|
|
|
|
|
|
|
||
Financing agreement with Imperial PFS that is unsecured. Down payment of $36,544 was required upfront and equal installment payments of $41,879 to be made over an 10 month period. The note matures on August 1, 2024. Annualized interest is 9.6%. |
|
|
83,753 |
|
|
|
335,022 |
|
|
|
|
|
|
|
|
||
Financing agreement with Imperial PFS that is unsecured. Down payment of $30,000 was required upfront and equal installment payments of $35,103 to be made over a 6 month period. The note matured on June 1, 2024. Annualized interest is 12.05%. |
|
|
- |
|
|
|
210,619 |
|
|
|
|
|
|
|
|
||
Secured loan with Brown Family Enterprises LLC. The note matures on May 14, 2025. Interest is 10% per annum. |
|
|
1,500,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
||
|
|
$ |
1,583,753 |
|
|
$ |
567,586 |
|
The following table presents maturities of debt on an undiscounted basis as of June 30, 2024:
Maturity |
|
Amount |
|
|
2024 |
|
$ |
83,753 |
|
2025 |
|
|
1,500,000 |
|
|
|
$ |
1,583,753 |
|
|
|
|
|
|
36
ATM Program
On June 26, 2023, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Maxim Group LLC (the “Agent”), pursuant to which the Company may, from time to time, at the Company's discretion, offer and sell shares of the Company’s common stock, having an aggregate offering price of up to $4.7 million (the “Shares”), through the Agent, acting as sales agent. The Shares to be sold under the Distribution Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration statement which was filed with the Securities and Exchange Commission (“SEC”) on July 30, 2021 (the “Registration Statement”) and was declared effective on August 16, 2021. A prospectus supplement related to the Company’s at the market offering ("ATM") program with the Agent under the Distribution Agreement was filed with the SEC on June 26, 2023. The ATM program was expected to remain in effect until August 15, 2024. As of June 30, 2024, no sales have been made under the ATM program, and an aggregate gross sales limit of $4.2 million remains available for issuance under the ATM program. Approximately $119 thousand of legal and professional fees incurred related to the establishment of the ATM program were deferred and recorded within "Prepaid expenses and other assets" on the consolidated balance sheets. These deferred costs were expensed in June 2024 due to the nonuse of the ATM.
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, impairment loss on mined digital assets, impairment of long-lived assets, impairment of prepaid hosting deposits, 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 June 30, |
|
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
|
2024 |
|
|
2023 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
(6,647,329 |
) |
|
$ |
(5,642,356 |
) |
|
|
$ |
(4,743,363 |
) |
|
$ |
(12,804,952 |
) |
Interest expense |
|
|
36,893 |
|
|
|
- |
|
|
|
|
107,719 |
|
|
|
- |
|
Depreciation and amortization |
|
|
2,339,702 |
|
|
|
1,169,120 |
|
|
|
|
4,765,770 |
|
|
|
1,970,993 |
|
Income (loss) before interest, taxes & depreciation |
|
$ |
(4,270,734 |
) |
|
$ |
(4,473,236 |
) |
|
|
$ |
130,126 |
|
|
$ |
(10,833,959 |
) |
Unrealized loss on investment and equity securities |
|
|
1,856,737 |
|
|
|
3,716,681 |
|
|
|
|
505,758 |
|
|
|
9,539,535 |
|
Gain on adjustment of note receivable allowance |
|
|
- |
|
|
|
(1,052,543 |
) |
|
|
|
- |
|
|
|
(1,052,543 |
) |
Impairment loss on prepaid hosting deposits |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
36,691 |
|
Costs associated with At-the-Market Equity program |
|
|
119,050 |
|
|
|
- |
|
|
|
|
119,050 |
|
|
|
- |
|
Impairment loss on mining equipment |
|
|
- |
|
|
|
- |
|
|
|
|
1,188,058 |
|
|
|
- |
|
Stock compensation and option expense |
|
|
116,080 |
|
|
|
1,712,669 |
|
|
|
|
297,931 |
|
|
|
1,907,025 |
|
Core income (loss) before interest, taxes & depreciation |
|
$ |
(2,178,867 |
) |
|
$ |
(96,429 |
) |
|
|
$ |
2,240,923 |
|
|
$ |
(403,251 |
) |
Critical Accounting Estimates
Our financial statements are prepared in accordance with generally accepted accounting principles in the United States, or 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.
37
Our critical accounting policies include revenue recognition, digital assets, and policies related to long-lived assets. We consider our critical accounting estimates to be those related to long-lived asset impairment assessments.
There have been no material changes to our critical accounting policies and estimates as compared to those disclosed in our Annual Report on Form 10-K. For a description of our critical accounting policies and estimates, see Part I, Item 1, Note 1, "Summary of Significant Accounting Policies" in our notes to the consolidated financial statements in this Quarterly Report on Form 10-Q.
Recent Accounting Pronouncements
Please refer to Note 1 in our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of June 30, 2024.
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 that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of June 30, 2024.
(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 June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
38
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Legal Proceedings are set forth under Note 7 "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
There have been no material changes from the risk factors previously disclosed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.
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.
Item 5. Other Information
a) The Company is providing an updated table of Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters to reflect certain changes in the beneficial ownership of our common stock.
The following table sets forth information regarding the beneficial ownership of our common stock as of August 12, 2024 by:
The number and percentage of shares beneficially owned are based on 2,528,857 common shares outstanding as of August 8, 2024. Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC, which generally require that the individual have voting or investment power with respect to the shares. In computing the number of shares beneficially owned by an individual listed below and the percentage ownership of that individual, shares underlying options, warrants and convertible securities held by each individual that are exercisable or convertible within 60 days of August 8, 2024, are deemed owned and outstanding, but are not deemed outstanding for computing the percentage ownership of any other individual. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all individuals listed have sole voting and investment power for all shares shown as beneficially owned by them. Unless otherwise indicated in the footnotes, the address for each principal shareholder is LM Funding America, Inc., 1200 West Platt Street, Suite 100, Tampa, Florida 33606.
39
Name of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
|
|
Percentage |
|
||||
5% Stockholders: |
|
|
|
|
|
|
|||
None |
|
|
|
|
|
|
|
||
Named Executive Officers and Directors |
|
|
|
|
|
|
|
||
Bruce M. Rodgers (1) |
|
|
1,071,402 |
|
|
|
|
30.82 |
% |
Carollinn Gould (2) |
|
|
35,885 |
|
|
|
|
1.41 |
% |
Andrew L. Graham (3) |
|
|
37,387 |
|
|
|
|
1.46 |
% |
Douglas I. McCree (4) |
|
|
30,986 |
|
|
|
|
1.21 |
% |
Fred Mills (5) |
|
|
30,154 |
|
|
|
|
1.18 |
% |
Frank Silcox (6) |
|
|
20,349 |
|
|
|
* |
|
|
Martin Traber (7) |
|
|
5,037 |
|
|
|
* |
|
|
Richard Russell (8) |
|
|
1,040,046 |
|
|
|
|
30.09 |
% |
Ryan Duran (9) |
|
|
85,502 |
|
|
|
|
3.23 |
% |
All Executive Officers and Directors as a Group (9 individuals) |
|
|
1,477,030 |
|
|
|
|
39.51 |
% |
* Represents less than 1% of beneficial ownership
(1) Includes 108,334 shares of common stock; 83,333 shares of common stock issuable upon the exercise of options held by Mr. Rodgers; 843,833 shares issuable upon the exercise of warrants held by BRRR, LLC, an entity over which Mr. Rodgers and Mr. Russell each have beneficial ownership; 15,415 shares and 20,325 shares issuable upon the exercise of options held by CGR LLC which is owned 50% by Bruce M. Rodgers Revocable Trust and 50% by Carol Linn Gould Revocable Trust, 138 shares beneficially owned by BRR Holding, LLC, 20 shares beneficially owned by Bruce M. Rodgers IRA, and 7 shares beneficially owned by Carollinn Gould IRA. Bruce M. Rodgers is the sole Trustee of the Bruce M. Rodgers Revocable Trust and Carollinn Gould is the sole Trustee of the Carol Linn Gould Revocable Trust. Bruce M. Rodgers, Carollinn Gould and their family, including trusts or custodial accounts of minor children of each of Mr. Rodgers and Ms. Gould owns 100% of the outstanding membership interests of BRR Holding, LLC and CGR LLC, and therefore Mr. Rodgers and Ms. Gould may be deemed to have shared voting and investment power for all 15,553 shares and 20,325 shares issuable upon the exercise of options held by both Trusts, CGR and BRR Holding, LLC. This amount excludes 83,333 options that are not exercisable within 60 days after August 8, 2024.
(2) Includes 20,325 shares of common stock held by the two revocable trusts. Bruce M. Rodgers, Carollinn Gould and their family, including trusts or custodial accounts of minor children of each of Mr. Rodgers and Ms. Gould, own 100% of the outstanding membership interests of each trust, 1,681 shares of common stock issuable upon the exercise of options at an exercise price of $35.70 that are currently exercisable and 18,644 shares of common stock issuable upon the exercise of options at an exercise price of $3.54 that are currently exercisable.
(3) Includes 7,303 shares of common stock, 17 shares of common stock issuable upon the exercise of options at an exercise price of $3,750 that are currently exercisable, 2,101 shares of common stock issuable upon the exercise of options at an exercise price of $35.70 that are currently exercisable and 27,966 shares of common stock issuable upon the exercise of options at an exercise price of $3.54 that are currently exercisable.
(4) Includes 902 shares of common stock, 17 shares of common stock issuable upon the exercise of options at an exercise price of $3,750 that are currently exercisable, 2,101 shares of common stock issuable upon the exercise of options at an exercise price of $35.70 that are currently exercisable and 27,966 shares of common stock issuable upon the exercise of options at an exercise price of $3.54 that are currently exercisable.
(5) Includes 870 shares of common stock, 2,101 shares of common stock issuable upon the exercise of options at an exercise price of $35.70 that are currently exercisable and 27,966 shares of common stock issuable upon the exercise of options at an exercise price of $3.54 that are currently exercisable.
(6) Includes 1,681 shares of common stock issuable upon the exercise of options at an exercise price of $35.70 that are currently exercisable and 18,644 shares of common stock issuable upon the exercise of options at an exercise price of $3.54 that are currently exercisable.
(7) Includes 5,037 shares of common stock.
(8) Includes 112,546 shares of common stock; 83,333 shares of common stock issuable upon the exercise of options at an exercise price of $4.51 that are currently exercisable or become exercisable within 60 days after August 8, 2024; 83 shares of common stock issuable upon the exercise of options at an exercise price of $3,750.00 that are currently exercisable or become exercisable within 60 days after August 8, 2024; 250 shares of common stock issuable upon the exercise of options at an exercise price of $300.00
40
that are currently exercisable or become exercisable within 60 days after August 8, 2024; and 843,833 shares issuable upon the exercise of warrants held by BRRR, LLC, an entity over which Mr. Rodgers and Mr. Russell each have beneficial ownership. This amount excludes 83,333 options that are not exercisable within 60 days after August 8, 2024.
(9) Includes 17,818 shares of common stock; 83 shares of common stock issuable upon the exercise of options at an exercise price of $300.00 that are currently exercisable or become exercisable within 60 days after August 8, 2024; 14 shares of common stock issuable upon the exercise of options at an exercise price of $3,000.00 that are currently exercisable or become exercisable within 60 days after August 8, 2024; 29,167 shares of common stock issuable upon the exercise of options at an exercise price of $35.70 that are currently exercisable or become exercisable within 60 days after August 8, 2024; and 41,667 shares of common stock issuable upon the exercise of options at an exercise price of $4.51. This amount excludes 3,247 options that are not exercisable within 60 days of August 8, 2024.
b) None.
c) During the six months ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
41
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 |
Certificate of Incorporation of LM Funding America, Inc., as amended |
|
3.2 |
||
4.1 |
||
4.2 |
||
4.3 |
||
4.4 |
||
4.5 |
||
10.1 |
||
10.2 |
||
10.3 |
||
10.4 |
||
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 With Embedded Linkbase Documents |
|
|
|
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
42
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: August 13, 2024 |
|
By: |
/s/ Bruce M. Rodgers |
|
|
|
Bruce M. Rodgers |
|
|
|
Chief Executive Officer and Chairman of the Board |
|
|
|
(Principal Executive Officer) |
|
|
|
|
Date: August 13, 2024 |
|
By: |
/s/ Richard Russell |
|
|
|
Richard Russell |
|
|
|
Chief Financial Officer |
|
|
|
(Principal Accounting Officer) |
43
Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
LM FUNDING AMERICA, INC.
A Stock Corporation
LM Funding America, Inc. files this Certificate of Incorporation (the “Certificate of Incorporation”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). The Corporation’s corporate existence shall commence upon the filing of this Certificate of Incorporation with the office of the Secretary of State of the State of Delaware in accordance with the DGCL (the “Effective Time”) and the Certificate of Incorporation of LM Funding America, Inc. shall be as follows.
ARTICLE I
NAME
The name of the Corporation is LM Funding America, Inc. (the “Corporation”).
ARTICLE II
REGISTERED OFFICE AND AGENT
The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, Zip Code 19801. The name of its registered agent at such address is The Corporation Trust Company. The registered office and/or registered agent of the Corporation may be changed from time to time by action of the Board of Directors.
ARTICLE III
PURPOSE
The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the DGCL.
ARTICLE IV
CAPITAL STOCK
SECTION 1. The aggregate number of shares of all classes of capital stock which the Corporation shall have the authority to issue is One Hundred Million (100,000,000) shares, consisting of Twenty Million (20,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), and Eighty Million (80,000,000) shares of common stock, par value $0.001 per share (the “Common Stock”).
SECTION 2. The preferences, limitations, designations and relative rights of the shares of each class and the qualifications, limitations or restrictions thereof shall be as follows:
|
A. |
Preferred Stock. |
1. Authorization; Series; Provisions. The Board of Directors of the Corporation is hereby expressly authorized, subject to limitations prescribed by law and the provisions of this Article IV, to provide for the issuance of shares of the Preferred Stock in series, and by filing a certificate pursuant to the DGCL, to establish from time to time the number of shares to be included in each such series and to fix the designations, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The Preferred Stock may be issued from time to time in one or more series, the shares of each series to have such powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions
thereof, as are stated and expressed herein or in a resolution or resolutions providing for the issuance of such series, adopted by the Board of Directors.
2. Reacquired Shares. Shares of Preferred Stock which shall be issued and thereafter acquired by the Corporation through purchase, redemption, exchange, conversion or otherwise shall return to the status of authorized but unissued Preferred Stock, undesignated as to series, unless otherwise provided in the resolution or resolutions of the Board of Directors.
|
B. |
Common Stock. |
Except as shall otherwise be stated herein or as otherwise required by applicable law, all shares of Common Stock shall be identical in all respects and shall entitle the holders thereof to the same rights and privileges, subject to the same qualifications, limitations and restrictions. The Common Stock shall be subject to all of the rights, privileges, preferences and priorities of the Preferred Stock as set forth in the resolution or resolutions providing for the respective series of Preferred Stock.
1. Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings). There shall be no cumulative voting. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of the Certificate of Incorporation) the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.
2. Dividends. Subject to the rights of each series of the Preferred Stock, dividends, or other distributions in cash, securities or other property of the Corporation may be declared and paid or set apart for payment upon the Common Stock by the Board of Directors from time to time out of any assets or funds of the Corporation legally available for the payment of dividends, and all holders of Common Stock shall be entitled to participate in such dividends ratably on a per share basis.
3. Liquidation. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, and after the holders of the Preferred Stock of each series shall have been paid in full the amounts to which they respectively shall be entitled in preference to the Common Stock in accordance with the terms of any outstanding Preferred Stock and applicable law, the remaining net assets and funds of the Corporation shall be distributed pro rata to the holders of the Common Stock and the holders of any Preferred Stock, but only to the extent that the holders of any Preferred Stock shall be entitled to participate in such distributions in accordance with the terms of any outstanding Preferred Stock or applicable law. A consolidation or merger of the Corporation with or into another corporation or corporations or a sale, whether for cash, shares of stock, securities or properties, or any combination thereof, of all or substantially all of the assets of the Corporation shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph.
4. No Preemptive Rights. No holder of Common Stock of the Corporation shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever or of securities convertible into stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration, or by way of dividend.
5. Ownership. The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable law.
ARTICLE V
EXISTENCE
The Corporation is to have perpetual existence.
2
ARTICLE VI
BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, and the directors need not be elected by written ballot unless required by the By-laws of the Corporation. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, alter, amend, change, add to or repeal the By-laws of the Corporation.
ARTICLE VII
NUMBER, ELECTION AND TERMS OF DIRECTORS
SECTION 1. Number of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed in such manner as prescribed in the By-laws of the Corporation, or from time to time by action of a majority of the members of the Board of Directors then in office, but in no event shall such number of directors be less than one nor more than fifteen. Elections of members of the Board of Directors, other than those who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be held at the annual meeting of stockholders, and each member of the Board of Directors shall hold office until such director’s successor is elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal.
SECTION 2. Director Class and Term Expiration. The Board of Directors shall be divided into three classes, as nearly equal in numbers as possible, designated Class I, Class II and Class III. The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders of the Corporation following the effective time of this Certificate of Incorporation; the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the effective time of this Certificate of Incorporation; and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders following the effective time of this Certificate of Incorporation. At each annual meeting of stockholders, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the third annual meeting of stockholders to be held following their election, with each Director in each such class to hold office until his or her successor is duly elected and qualified. The provisions of this Section 2 of Article VII are subject to the rights of the holders of any class or series of Preferred Stock to elect directors. The provisions of this Section 2 of Article VII shall not become effective until the Company’s Common Stock becomes registered under Section 12 of the Exchange Act.
SECTION 3. Stockholder Nominations and Introduction of Business. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the By-laws of the Corporation.
SECTION 4. Newly Created Directorships and Vacancies. Subject to the rights of the holders of any series of Preferred Stock, and unless the Board of Directors otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, and any director so chosen shall hold office for a term expiring at the succeeding annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent director.
SECTION 5. Removal. Subject to the rights of the holders of any series of Preferred Stock, any director, or the entire Board of Directors, may be removed, with or without cause, by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of directors; provided, however, that this Section 5 of Article VII shall apply, in respect of the removal without cause of a director or directors elected by the holders of a class or series of stock pursuant to this Certificate of Incorporation, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.
3
SECTION 6. Rights and Powers. Except to the extent prohibited by law, the Board of Directors shall have the right (which, to the extent exercised, shall be exclusive) to establish the rights, powers, duties, rules and procedures that from time to time shall govern the Board of Directors and each of its members, including, without limitation, the vote required for any action by the Board of Directors, and that from time to time shall affect the directors’ power to manage the business and affairs of the Corporation; and no by-law shall be adopted by stockholders which shall impair or impede the implementation of the foregoing.
SECTION 7. By-laws. The Corporation may in its By-laws confer powers upon the Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.
ARTICLE VIII
BOOKS AND RECORDS
The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-laws of the Corporation. The Board of Directors shall from time to time decide whether and to what extent and at what times and under what conditions and requirements the accounts and books of the Corporation, or any of them, except the stock book, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any books or documents of the Corporation, except as conferred by the laws of the State of Delaware or as authorized by the Board of Directors.
ARTICLE IX
STOCKHOLDER ACTION
Meetings of stockholders may be held within or without the State of Delaware as the By-laws of the Corporation may provide. Subject to the rights of the holders of any series of Preferred Stock, for so long as either the Corporation’s Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Corporation is required to file periodic reports with the Securities and Exchange Commission pursuant to Section 15(d) of the Exchange Act with respect to the Corporation’s Common Stock, (A) any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected in lieu thereof by any consent in writing by such stockholders unless the action to be effected by written consent of the stockholders and the taking of such action by written consent have been approved in advance by a resolution adopted by the Board of Directors, and (B) special meetings of stockholders of the Corporation may be called only by the Chairman of the Board of Directors, the Chief Executive Officer or the Secretary pursuant to a resolution adopted by a majority of the directors then in office, or by stockholders holding at least a majority of the issued and outstanding voting stock of the Corporation.
4
ARTICLE X
STOCKHOLDER VOTE REQUIRED
Sections 2, 3, 4 and 5 of Article III, as well as Article V and Article VIII, of the By-laws of the Corporation shall not be altered, amended or repealed by, and no provision inconsistent therewith shall be adopted by, the stockholders without the affirmative vote of the holders of at least a majority of the issued and outstanding voting stock of the Corporation entitled to vote generally for the election of directors at a meeting of stockholders at which a quorum is present (as provided in the By-laws of the Corporation).
ARTICLE XI
INDEMNIFICATION
SECTION 1. Each person who is or was a director or officer of the Corporation shall be indemnified by the Corporation to the fullest extent permitted from time to time by the DGCL as the same exists or may hereafter be amended (but, if permitted by applicable law, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) or any other applicable laws as presently or hereafter in effect. The indemnification rights and protections existing hereunder shall be a contract right and shall be provided to each person who is or was a director or officer of the Corporation at any time this Article XI is or was in effect, regardless of whether or not such person continues to serve in his or her capacity as a director or officer of the Corporation at the time such indemnification rights and protections are sought. The Corporation may, by action of the Board of Directors, provide indemnification to employees and agents (other than a director or officer) of the Corporation, to directors, officers, employees or agents of a subsidiary of the Corporation, and to each person serving as a director, officer, partner, member, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, at the request of the Corporation, with the same scope and effect as the foregoing indemnification of directors and officers of the Corporation. The Corporation shall be required to indemnify any person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors or is a proceeding to enforce such person’s claim to indemnification pursuant to the rights granted by this Certificate of Incorporation or otherwise by the Corporation. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article XI. Any amendment or repeal of this Article XI shall not adversely affect any right or protection existing hereunder in respect of any act, omission, fact or circumstance occurring prior to such amendment or repeal.
SECTION 2. By action of its Board of Directors, notwithstanding any interest of the directors in the action, the Corporation may purchase and maintain insurance, in such amounts as the Board of Directors deems appropriate, to protect any director, officer, employee and agent of the Corporation, any director, officer, employee or agent of a subsidiary of the Corporation, and any person serving as a director, officer, partner, member, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) against any liability asserted against such person or incurred by such person in any such capacity or arising out of the person’s status as such (including, without limitation, expenses, judgments, fines and amounts paid in settlement) to the fullest extent permitted by the DGCL as it exists on the date hereof or as it may hereafter be amended, and whether or not the Corporation would have the power or would be required to indemnify any such person under the terms of any agreement or by-law or the DGCL. For purposes of this Article XI, “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan.
SECTION 3. If this Article XI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Article XI as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification is available to such person pursuant to this Article XI to the fullest extent permitted by any applicable portion of this Article XI that shall not have been invalidated and to the fullest extent permitted by applicable law.
5
SECTION 4. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director, officer or employee of the Corporation existing at the time of such repeal or modification.
ARTICLE XII
DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL or (4) for any transaction from which the director derived an improper personal benefit. Any amendment or repeal of this Article XII shall not adversely affect any right or protection of a director of the Corporation existing hereunder in respect of any act, omission, fact or circumstance occurring prior to such amendment or repeal.
If the DGCL shall be amended to authorize corporate action further eliminating or limiting the liability of directors, then a director of the Corporation, in addition to the circumstances in which he is not liable immediately prior to such amendment, shall be free of liability to the fullest extent permitted by the DGCL, as so amended.
ARTICLE XIII
BUSINESS COMBINATIONS
The Corporation expressly elects not to be governed by Section 203 of the DGCL.
ARTICLE XIV
AMENDMENTS
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in effect from time to time in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.
ARTICLE XV
INCORPORATOR
The name and mailing address of the incorporator are as follows:
Bruce M. Rodgers, Esq.
301 W. Platt St., #375
Tampa, Florida 33606
I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 20th day of April , A.D. 2015.
|
|
|
|
|
|
By: |
|
/s/ Bruce M. Rodgers |
|
|
(Incorporator) |
6
Name: |
|
BRUCE M. RODGERS |
|
|
(type or print) |
7
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
LM FUNDING AMERICA, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the “Corporation”) is LM Funding America, Inc..
2. The certificate of incorporation of the Corporation is hereby amended by striking out SECTION 1 of ARTICLE IV thereof and by substituting in lieu of said Section the following new SECTION 1 of ARTICLE IV:
SECTION 1. The aggregate number of shares of all classes of capital stock which the Corporation shale have the authority to issue is Fifteen Million (15,000,000) shares, consisting of Five Million (5,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”) and Ten Million (10,000,000) shares of common stock, par value $0.001 per share (the “Common Stock”).
3. The amendment of the Certificate of Incorporation herein certified has been duly adopted and authorized by resolution of the board of directors of the Corporation and by the written consent without a meeting of the stockholders of the Corporation in accordance with the provision of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation, has executed this Certificate of Amendment this 7th day of August, 2015.
LM FUNDING AMERICA, INC.
/s/ Bruce M. Rodgers
Bruce M. Rodgers, Chief Executive Officer
8
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
LM FUNDING AMERICA, INC.
LM Funding America, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies that:
1. The name of the Corporation is LM Funding America, Inc. The date of filing of the Corporation's original Certificate of Incorporation with the Secretary of State of the State of Delaware was April 20, 2015, as amended on August 7, 2015.
2. This Certificate of Amendment to the Certificate of Incorporation was duly authorized and adopted by the Corporation's Board of Directors and stockholders in accordance with Section 242 of the General Corporation Law of the State of Delaware and amends the provisions of the Company's Certificate of Incorporation, as amended.
3. The amendment to the existing Certificate of Incorporation being effected hereby is as follows:
a. Delete Section 1 of Article IV in its entirety and to substitute in its place the following:
"SECTION 1. The aggregate number of shares of all classes of capital stock which the Corporation shale have the authority to issue is Thirty-Five Million (35,000,000) shares, consisting of Five Million (5,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”) and Thirty Million (30,000,000) shares of common stock, par value $0.001 per share (the “Common Stock”).”
3. The amendment of the Certificate of Incorporation herein certified has been duly adopted and authorized by resolution of the board of directors of the Corporation and by the written consent without a meeting of the stockholders of the Corporation in accordance with the provision of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation, has executed this Certificate of Amendment this 4th day of September, 2018.
LM FUNDING AMERICA, INC.
/s/ Bruce M. Rodgers
Bruce M. Rodgers, Chief Executive Officer
9
STATE OF DELAWARE
CERTIFICATE OF CORRECTION
LM Funding America, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
1. The name of the corporation is LM Funding America, Inc. (the “Corporation”).
2. That a Certificate of Amendment to the Certificate of Incorporation was filed by the Secretary of State of Delaware on September 5, 2018, and that said Certificate of Amendment requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate of Amendment is:
Due to clerical error, the word “shall” was inadvertently misspelled as “shale” in the amendment set forth in paragraph 3 of such Certificate Amendment.
4. The Certificate of Amendment is corrected to read as follows:
a. Delete Section 1 of Article IV in its entirety and to substitute in its place the following:
“SECTION 1. The aggregate number of shares of all classes of capital stock which the Corporation shall have the authority to issue is Thirty-Five Million (35,000,000) shares, consisting of Five Million (5,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”) and Thirty Million (30,000,000) shares of common stock, par value $0.001 per share (the “Common Stock”).”
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be executed this 7th day of September, 2018.
By: /s/ Bruce M. Rodgers
Bruce M. Rodgers, Chief Executive Officer
10
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
LM FUNDING AMERICA, INC.
LM Funding America, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies that:
2. This Certificate of Amendment to the Certificate of Incorporation of the Corporation (this “Amendment”) was duly authorized and adopted by the Corporation’s Board of Directors and stockholders in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware (“DGCL”).
3. The amendment to the existing Certificate of Incorporation being effected hereby is as follows: Article “FOURTH” of the Original Certificate shall be and is hereby amended by adding the following paragraphs to the end thereof as a new Article IV, Section 3:
“Reverse Stock Split. Without regard to any other provision of this Certificate of Incorporation, effective at 12:01 a.m., eastern time, on Tuesday, October 16, 2018 (the “Effective Time”), the shares of Common Stock issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Effective Time are reclassified into a smaller number of shares such that each ten (10) shares of issued Common Stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification, following the Effective Time, shall be entitled to receive a cash payment equal to the product of the closing sales price of the Common Stock on the Nasdaq Capital Market on October 15, 2018 and the amount of the fractional share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above.”
4. Except as specifically set forth herein, the remainder of the Original Certificate will not be amended, modified or otherwise altered.
5. The effective time and date of the amendment herein certified shall be 12:01 a.m., October 16, 2018.
[signature page follows]
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be executed by the undersigned duly authorized officer of the Corporation this 12th day of October, 2018.
LM FUNDING AMERICA, INC.
By: /s/ Bruce Rodgers
Name: Bruce Rodgers
Title: Chief Executive Officer
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CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
LM FUNDING AMERICA, INC.
LM Funding America, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies that:
“SECTION 4. Reverse Stock Split. Without regard to any other provision of this Certificate of Incorporation, effective at 12:01 a.m., eastern time, on May 7, 2021 (the “Effective Time”), the shares of Common Stock issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Effective Time are reclassified into a smaller number of shares such that each five (5) shares of issued Common Stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification, following the Effective Time, shall be entitled to receive a cash payment equal to the product of the closing sales price of the Common Stock on the Nasdaq Capital Market on May 6, 2021 and the amount of the fractional share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above."
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be executed by the undersigned duly authorized officer of the Corporation this 5th day of May, 2021.
LM FUNDING AMERICA, INC.
By: /s/ Bruce Rodgers
Name: Bruce Rodgers
Title: Chief Executive Officer
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CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
LM FUNDING AMERICA, INC.
LM Funding America, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies that:
1. The name of the Corporation is LM Funding America, Inc. The date of filing of the Corporation's original Certificate of Incorporation with the Secretary of State of the State of Delaware was April 20, 2015, as amended on August 7, 2015, September 5, 2018, October 15, 2018, and May 5, 2021.
2. This Certificate of Amendment to the Certificate of Incorporation was duly authorized and adopted by the Corporation's Board of Directors and stockholders in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware and amends the provisions of the Company's Certificate of Incorporation, as amended.
3. The amendment to the existing Certificate of Incorporation, as amended, being effected hereby is as follows: Delete Section 1 of Article IV in its entirety and substitute in its place the following:
“SECTION 1. The aggregate number of shares of all classes of capital stock which the Corporate shall have the authority to issue is five hundred million (500,000,000) shares, consisting of one hundred fifty million (150,000,000) shares of preferred stock, par value $0.001 per share (“Preferred Stock”) and three hundred fifty million (350,000,000) shares of common stock, par value $0.001 per share (“Common Stock”).”
4. The amendment of the Certificate of Incorporation herein certified has been duly adopted and authorized by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
5. Except as specifically set forth herein, the remainder of the Certificate of Incorporation will not be amended, modified or otherwise altered.
Executed effective as of this 27th day of December, 2021
LM FUNDING AMERICA, INC. |
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By: |
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/s/ Bruce M. Rodgers |
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Bruce M. Rodgers |
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Chief Executive Officer and Chairman of the Board |
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CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
LM FUNDING AMERICA, INC.
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
LM Funding America, Inc., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, by its duly authorized officer, does hereby certify:
FIRST: This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s original Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 20, 2015, as amended on August 7, 2015, September 5, 2018, October 15, 2018, May 5, 2021, and December 27, 2021 (the “Certificate of Incorporation”).
SECOND: The Certificate of Incorporation is hereby amended by adding the following paragraph to the end of Article IV thereof as a new Article IV, Section 5:
“SECTION 5. Reverse Stock Split. Without regard to any other provision of this Certificate of Incorporation, effective at 12:01, eastern time, on March 12, 2024 (the “Effective Time”), the shares of Common Stock issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in treasury of the Corporation immediately prior to the Effective Time are reclassified into a smaller number of shares such that each six (6) shares of issued Common Stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification, following the Effective Time, shall be entitled to receive one (1) share of Common Stock. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above.”
THIRD: This Certificate of Amendment to the Certificate of Incorporation was duly authorized and adopted by the Corporation’s Board of Directors and stockholders in accordance with Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: Except as specifically set forth herein, the remainder of the Certificate of Incorporation will not be amended, modified or otherwise altered.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be executed by Bruce M. Rodgers, its Chief Executive Officer, this 7th day of March, 2024.
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LM FUNDING AMERICA, INC. |
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By: |
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Bruce M. Rodgers |
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Chief Executive Officer |
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Exhibit 31.1
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Bruce Rodgers, certify that:
1. I have reviewed this quarterly report on Form 10-Q of LM Funding America, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Bruce Rodgers |
August 13, 2024 |
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Bruce Rodgers |
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Chief Executive Officer |
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(Principal Executive Officer) |
A signed original of this document has been provided to LM Funding America, Inc. and will be retained by LM Funding America, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Richard Russell, certify that:
1. I have reviewed this quarterly report on Form 10-Q of LM Funding America, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Richard Russell |
August 13, 2024 |
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Richard Russell |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
A signed original of this document has been provided to LM Funding America, Inc. and will be retained by LM Funding America, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.1
Written Statement of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350
Solely for the purposes of complying with 18 U.S.C. ss.1350, I, the undersigned Chief Executive Officer of LM Funding America, Inc. (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on August 14, 2024 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Bruce Rodgers |
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Bruce Rodgers |
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Chief Executive Officer |
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(Principal Executive Officer) August 13, 2024 |
A signed original of this document has been provided to LM Funding America, Inc. and will be retained by LM Funding America, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Written Statement of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350
Solely for the purposes of complying with 18 U.S.C. ss.1350, I, the undersigned Chief Executive Officer of LM Funding America, Inc. (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on August 14, 2024 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Richard Russell |
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Richard Russell |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) August 13, 2024 |
A signed original of this document has been provided to LM Funding America, Inc. and will be retained by LM Funding America, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.