SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation - Estimates - Segment Information Cash and Cash Equivalents – Restricted Cash – The reconciliation of cash and restricted cash is as follows: March 31, December 31, Cash $ 9,861,646 $ 6,051,713 Restricted cash 7,881 121,636 Total cash and restricted cash $ 9,869,527 $ 6,173,349 Revenue Recognition Lease Receivables and Allowance for Doubtful Accounts - March 31, December 31, Lease receivables $ 42,499,378 $ 48,618,843 Allowance for doubtful accounts (5,345,443 ) (13,078,800 ) Lease receivables, net $ 37,153,935 $ 35,540,043 The allowance is a significant percentage of the balance because FlexShopper does not charge off any customer account until it has exhausted all collection efforts with respect to each account, including attempts to repossess items. Lease receivables balances charged off against the allowance were $18,971,772 for the three months ended March 31, 2023, and $17,083,567 for the three months ended March 31, 2022. Three Months Ended Year Ended Beginning balance $ 13,078,800 $ 27,703,278 Provision 11,238,415 57,420,480 Accounts written off (18,971,772 ) (72,044,958 ) Ending balance $ 5,345,443 $ 13,078,800 Lease Merchandise, net The net lease merchandise balances consisted of the following as of March 31, 2023 and December 31, 2022: March 31, December 31, Lease merchandise at cost $ 58,037,072 $ 62,379,920 Accumulated depreciation and impairment reserve (31,128,967 ) (30,829,479 ) Lease merchandise, net $ 26,908,105 $ 31,550,441 Loan receivables at fair value – Interest and fees are discontinued when loan receivables become contractually 120 or more days past due. The Company charges-off loans at the earlier of when the loans are determined to be uncollectible or when the loans are 120 days contractually past due. Recoveries on loan receivables that were previously charged off are recognized when cash is received. Changes in the fair value of loan receivables include the impact of current period charge offs associated with these receivables. The Company estimates the fair value of the loan receivables using a discounted cash flow analysis at an individual loan level to more accurately predict future payments. The Company adjusts expected cash flows for estimated losses and servicing costs over the estimated duration of the underlying assets. These adjustments are determined using historical data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that the Company believes a market participant would require. Model results may be adjusted by management if the Company does not believe the output reflects the fair value of the instrument, as defined under U.S. GAAP. The models are updated at each measurement date to capture any changes in internal factors such as nature, term, volume, payment trends, remaining time to maturity, and portfolio mix, as well as changes in underwriting or observed trends expected to impact future performance. Further details concerning loan receivables at fair value are presented within “Fair Value Measurement” section in this Note. Net changes in the fair value of loan receivables included in the consolidated statements of operations in the line “loan revenues and fees, net of changes in fair value” was a gain of $984,652 for the three months ended March 31, 2023 and a loss of $523,424 for the three months ended March 31, 2022. Lease Accounting Three Months ended 2023 2022 Lease billings and accruals $ 34,255,083 $ 39,597,429 Provision for doubtful accounts (11,238,415 ) (11,831,117 ) Gain on sale of lease receivables 1,697,490 - Lease revenues and fees $ 24,714,158 $ 27,766,312 Deferred Debt Issuance Costs - Debt issuance costs incurred in conjunction with the subordinated Promissory Notes to related parties are offset against the outstanding balance of the loan payable and are amortized using the straight-line method over the remaining term of the related debt, which approximates the effective interest method. Amortization, which is included in interest expense, was $0 for the three months ended March 31, 2023 and $1,274 for the three months ended March 31, 2022. Intangible Assets – In the Revolution Transaction, the Company identified intangible assets for the franchisee contract-based agreements, the related non-compete agreements, the Liberty Loan brand, the non-contractual customer relationships associated with the corporate locations and the list of previous customers. The franchisee contract-based agreements relate to the assignment of agreements with Liberty Tax franchisees in which their locations and staff are used to assist in the origination and servicing of a loan portfolio in exchange for a share of the net revenue. In addition, there is non-compete embedded in these agreements. The Liberty Loan brand intangible asset relates to the value associated with the established brands acquired in the transaction that would otherwise need to be licensed. The non-contractual customer relationship intangible asset is the value of the customer relationships for the corporate stores acquired in the transaction. The customer list intangible asset relates to the value of valuable customers information that will be used to market additional products. The franchisee contract-based agreement, the Liberty Loan brand and the non-compete intangible assets are amortized on a straight-line basis over the expected useful life of the assets of ten years. The non-contractual customer relationship intangible asset is amortized on a straight-line basis over a five-year estimated useful life. The customer list is amortized on a straight-line basis over a three-year estimated useful life. For intangible assets with finite lives, tests for impairment must be performed if conditions exist that indicate the carrying amount may not be recoverable. Intangible assets amortization expense was $443,059 for the three months ended March 31, 2023 and $769 for the three months ended March 31, 2022. Property and Equipment - Software Costs Data Costs Capitalized data costs amounted to $169,082 for the three months ended March 31, 2023 and $293,055 for the three months ended March 31, 2022. Capitalized data costs amortization expense was $219,750 for the three months ended March 31, 2023 and $88,721 for the three months ended March 31, 2022. Capitalized data costs net of its amortization are included in the consolidated balance sheets in other assets, net. Operating Expenses - Marketing Costs - Per Share Data - Basic earnings per common share is computed by dividing net income/(loss) available to common shareholders reduced by any dividends paid or declared on common and participating Series 1 Convertible Preferred Stock by the total of the weighted average number of common shares outstanding during the period. Diluted earnings per share is based on the more dilutive of the if-converted method (which assumes conversion of the participating Series 1 Convertible Preferred Stock as of the beginning of the period) or the two-class method (which assumes that the participating Series 1 Convertible Preferred Stock is not converted) plus the potential impact of dilutive non-participating Series 2 Convertible Preferred Stock, options, performance share units and warrants. The dilutive effect of Series 2 Convertible Preferred Stock is computed using the if-converted method. The dilutive effect of options, performance share units and warrants are computed using the treasury stock method, which assumes the repurchase of common shares at the average market price during the period. Under the treasury stock method, options, performance share units and warrants will have a dilutive effect when the average price of common stock during the period exceeds the exercise price of options, performance share units or warrants. When there is a loss from continuing operations, potential common shares are not included in the computation of diluted loss per share since they have an anti-dilutive effect. The following table reflects the number of common shares issuable upon conversion or exercise. Three Months ended March 31, 2023 2022 Series 1 Convertible Preferred Stock 225,231 225,231 Series 2 Convertible Preferred Stock 5,845,695 5,845,695 Series 2 Convertible Preferred Stock issuable upon exercise of warrants 116,903 116,903 Common Stock Options 3,917,728 3,837,559 Common Stock Warrants 2,255,184 2,255,184 Performance Share Units 790,327 790,327 13,151,068 13,070,899 The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2023 and 2022: Three Months ended March 31, 2023 2022 Numerator Net loss $ (230,215 ) $ (2,380,935 ) Series 2 Convertible Preferred Stock dividends (972,233 ) (609,777 ) Net loss attributable to common and Series 1 Convertible Preferred Shareholders - Numerator for basic and diluted EPS $ (1,202,448 ) $ (2,990,712 ) Denominator Weighted average of common shares outstanding- Denominator for basic and diluted EPS 21,751,304 21,547,069 Basic EPS $ (0.06 ) (0.14 ) Diluted EPS $ (0.06 ) (0.14 ) Stock-Based Compensation - Compensation expense for stock options is determined by reference to the fair value of an award on the date of grant and is recognized on a straight-line basis over the vesting period. The Company has elected to use the Black-Scholes-Merton (BSM) pricing model to determine the fair value of all stock option awards. Compensation expense for performance share units is recognized on an accelerated basis over the vesting period based on the Company’s projected assessment of the level of performance that will be achieved and earned. The fair value of performance share units is based on the fair market value of the Company’s common stock on the date of grant (see Note 9). Fair Value of Financial Instruments The Company utilizes the fair value option on its entire loan receivables portfolio purchased from its bank partner and for the portfolio acquired in the Revolution Transaction (See Note 14). Fair Value Measurements- ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable. ● Level 3: Unobservable inputs for the asset or liability measured. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. The Company’s financial instruments that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 is as follows: Fair Value Measurement Using Carrying Financial instruments – As of March 31, 2023 (1) Level 1 Level 2 Level 3 Amount Loan receivables at fair value $ - $ - $ 29,317,948 $ 36,508,938 Promissory note related to acquisition - - 3,063,771 3,063,771 Fair Value Measurement Using Carrying Financial instruments – As of December 31, 2022 (1) Level 1 Level 2 Level 3 Amount Loan receivables at fair value $ - $ - $ 32,932,504 $ 42,747,668 Promissory note related to acquisition - - 3,158,471 3,158,471 (1) For cash, lease receivable, and accounts payable the carrying amount is a reasonable estimate of fair value due to their short-term nature. The carrying value of loans payable under the Credit Agreement, the carrying value of promissory notes to related parties approximates fair value based upon their interest rates, which approximate current market interest rates. The Company primarily estimates the fair value of its loan receivables portfolio using discounted cash flow models. The models use inputs, such as estimated losses, servicing costs and discount rates, that are unobservable but reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value. Certain unobservable inputs may, in isolation, have either a directionally consistent or opposite impact on the fair value of the financial instrument for a given change in that input. An increase to the net loss rate, servicing cost, or discount rate would decrease the fair value of the Company’s loan receivables. When multiple inputs are used within the valuation techniques for loan receivables, a change in one input in a certain direction may be offset by an opposite change from another input. The company estimates the fair value of the promissory note related to acquisition using discounted cash flow model. The model uses inputs including estimated cash flows and a discount rate. The following describes the primary inputs to the discounted cash flow models that require significant judgement: ● Estimated losses are estimates of the principal payments that will not be repaid over the life of the loans, net of the expected principal recoveries on charged-off receivables. FlexShopper systems monitor collections and portfolio performance data that are used to continually refine the analytical models and statistical measures used in making marketing and underwriting decisions. Leveraging the data at the core of the business, the Company utilizes the models to estimate lifetime credit losses for loan receivables. Inputs to the models include expected cash flows, historical and current performance, and behavioral information. Management may also incorporate discretionary adjustments based on the Company’s expectations of future credit performance. ● Servicing costs – Servicing costs applied to the expected cash flows of the portfolio reflect the Company estimate of the amount investors would incur to service the underlying assets for the remainder of their lives. Servicing costs are derived from the Company internal analysis of our cost structure considering the characteristics of the receivables and have been benchmarked against observable information on comparable assets in the marketplace. ● Discount rates – the discount rates utilized in the cash flow analyses reflect the Company estimates of the rates of return that investors would require when investing in financial instruments with similar risk and return characteristics. For Level 3 assets carried at fair value measured on a recurring basis using significant unobservable inputs, the following table presents a reconciliation of the beginning and ending balances for the years ended March 31, 2023 and December 31, 2022: Three Year Ended Beginning balance $ 32,932,504 $ 3,560,108 Purchases of loan participation 184,807 31,216,406 Obligation of loan participation (8,023 ) 12,931 Purchase of loan portfolio in Revolution Transaction - 13,320,326 Loan originations 13,949,469 5,519,303 Interest and fees (1) 5,086,965 16,680,080 Collections (23,812,426 ) (27,816,669 ) Net charge off (1) (5,801,252 ) (10,653,751 ) Net change in fair value (1) 6,785,904 1,093,770 Ending balance $ 29,317,948 $ 32,932,504 (1) Included in loan revenues and fees, net of changes in fair value in the consolidated statements of operations For Level 3 assets carried at fair value measured on a recurring basis using significant unobservable inputs, the following table presents quantitative information about the inputs used in the fair value measurement as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Minimum Maximum Weighted (2) Minimum Maximum Weighted Estimated losses (1) 0.2 % 92.5 % 45.7 % 2.0 % 92.4 % 40.8 % Servicing costs - - 4.5 % - - 4.5 % Discount rate - - 20.1 % - - 21.0 % (1) Figure disclosed as a percentage of outstanding principal balance. (2) Unobservable inputs were weighted by outstanding principal balance, which are grouped by origination channel. Other relevant data as of March 31, 2023 and December 31, 2022 concerning loan receivables at fair value are as follows: March 31, December 31, Aggregate fair value of loan receivables that are 90 days or more past due $ 408,738 $ 203,182 Unpaid principal balance of loan receivables that are 90 days or more past due 1,241,540 1,841,812 Aggregate fair value of loan receivables in non-accrual status 13,758,820 6,947,224 Income Taxes The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of March 31, 2023, the Company had not recorded any unrecognized tax benefits. Interest and penalties related to liabilities for uncertain tax positions will be charged to interest and operating expenses. Reclassifications Certain prior year/ period balances have been reclassified to conform with the current year/ period presentation. These reclassifications primarily include separating the prepaid expenses, right of use asset and loan revenues and fees, net of changes in fair value as separate line items. |