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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation - The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of intercompany balances and transactions.

Estimates - The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates 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 periods. Actual results could differ from those estimates.

Restricted Cash – The Company classifies all cash whose use is limited by contractual provisions as restricted cash. Restricted cash as of September 30, 2022 and December 31, 2021 consists primarily of cash required by our third-party banking partner to cover obligations related to loan participation.

The reconciliation of cash and restricted cash is as follows:

	September 30, 2022		December 31, 2021

Cash	$	5,274,219	$	4,986,559
Restricted cash		481,867		108,083
Total cash and restricted cash	$	5,756,086	$	5,094,642

Revenue Recognition - Merchandise is leased to customers pursuant to lease purchase agreements which provide for weekly lease terms with non-refundable lease payments. Generally, the customer has the right to acquire title either through a 90-day same as cash option, an early purchase option, or through completion of all required lease payments, generally 52 weeks. On any current lease, customers have the option to cancel the agreement in accordance with lease terms and return the merchandise. Customer agreements are accounted for as operating leases with lease revenues recognized in the month they are due on the accrual basis of accounting. Revenue for lease payments received prior to their due date is deferred and is recognized as revenue in the period to which the payments relate. Revenues from leases and sales are reported net of sales taxes.

Lease Receivables and Allowance for Doubtful Accounts - FlexShopper seeks to collect amounts owed under its leases from each customer on a weekly or biweekly basis by charging their bank accounts or credit cards. Lease receivables are principally comprised of lease payments currently owed to FlexShopper which are past due, as FlexShopper has been unable to successfully collect in the aforementioned manner and therefore the Company has an in-house and near-shore team to collect on the past due amounts. FlexShopper maintains an allowance for doubtful accounts, under which FlexShopper’s policy is to record an allowance for estimated uncollectible charges, primarily based on historical collection experience that considers both the aging of the lease and the origination channel. Other qualitative factors are considered in estimating the allowance, such as seasonality, underwriting changes and other business trends. We believe our allowance is adequate to absorb all expected losses. The lease receivables balances consisted of the following as of September 30, 2022 and December 31, 2021:

	September 30, 2022			December 31, 2021

Lease receivables	$	46,790,076		$	53,176,432
Allowance for doubtful accounts		(13,364,953	)		(27,703,278	)
Lease receivables, net	$	33,425,123		$	25,473,154

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. As the lease ages, the greater the allowance attributable to that account to reflect the decreased likelihood of successful collection efforts. Lease receivables balances charged off against the allowance were $16,174,329 and $56,977,427 for the three and nine months ended September 30, 2022, respectively, and $18,437,746 and $27,454,106 for the three and nine months ended September 30, 2021, respectively.

	Nine Months Ended September 30, 2022			Year Ended December 31, 2021
Beginning balance	$	27,703,278		$	22,138,541
Provision		42,639,102			40,342,618
Accounts written off		(56,977,427	)		(34,777,881	)
Ending balance	$	13,364,953		$	27,703,278

Lease Merchandise, net - Until all payment obligations for ownership are satisfied under the lease agreement, the Company maintains ownership of the lease merchandise. Lease merchandise consists primarily of residential furniture, consumer electronics, computers, appliances and household accessories and is recorded at cost net of accumulated depreciation. The Company depreciates leased merchandise using the straight-line method over the applicable agreement period for a consumer to acquire ownership, generally twelve months with no salvage value. Upon transfer of ownership of merchandise to customers resulting from satisfaction of their lease obligations, the related cost and accumulated depreciation are eliminated from lease merchandise. For lease merchandise returned either voluntarily or through repossession, the Company provides an impairment reserve for the undepreciated balance of the merchandise net of any estimated salvage value with a corresponding charge to cost of lease revenue. The cost, accumulated depreciation and impairment reserve related to such merchandise are written off upon determination that no salvage value is obtainable.

The net leased merchandise balances consisted of the following as of September 30, 2022 and December 31, 2021:

	September 30, 2022			December 31, 2021
Lease merchandise at cost	$	68,329,607		$	72,159,063
Accumulated depreciation		(34,037,173	)		(29,505,431	)
Impairment reserve		(3,639,610	)		(1,711,520	)
Lease merchandise, net	$	30,652,824		$	40,942,112

Cost of lease revenue and merchandise sold represents the depreciation and impairment of lease merchandise and the undepreciated cost of rental merchandise at the time of sale.

Loan receivables at fair value – The Company elected the fair value option on its entire loan receivables portfolio purchased from its bank partner. As such, loan receivables are carried at fair value in the condensed consolidated balance sheets with changes in fair value recorded in the condensed consolidated statements of operations. Accrued and unpaid interest and fees are included in loan receivables at fair value in the condensed consolidated balance sheets. Management believes the reporting of these receivables at fair value more closely approximates the true economics of the loan receivable.

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.

A third party bank partner originates our credit product and initially provides all of the funding for the loans. The third-party sells a participation of all loans originated to the Company. FlexShopper services the loans and remits the corresponding portion of any collections to the third party. Loan revenues and fees is representative of the Company’s portion of participation in the loans.

Net changes in the fair value of loan receivables at fair value, which is included in the consolidated statements of operations in the line “loan revenues and fees, net of changes in fair value” was a loss of $4,396,421 and a loss of $1,938,570 for the three and nine months ended September 30, 2022, respectively, and a gain of $4,339 and a loss of $54,236 for the three and nine months ended September 30, 2021, respectively.

Lease accounting

The Company accounts for leases in accordance with Accounting Standards Codification (ASC) Topic 842 Leases (Topic 842). Under Topic 842, lessees are required to recognize leases at the commencement date as a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessee’s right to use or control the use of a specified asset for the lease term. Under the same Topic, lessors are also required to classify leases. All customer agreements are considered operating leases, and the Company currently does not have any sales-type or direct financing leases as a lessor. An operating lease results in the recognition of lease income on a straight-line basis, while the underlying leased asset remains on the lessor’s balance sheet and continues to depreciate.

The breakout of lease revenues and fees, net of lessor bad debt expense, that ties to the condensed consolidated statements of operations is shown below:

	Three Months ended September 30,						Nine Months ended September 30,
	2022			2021			2022			2021
Lease billings and accruals	$	38,580,116		$	42,528,079		$	117,774,390		$	124,720,272
Provision for doubtful accounts		(15,075,109	)		(11,787,960	)		(42,639,102	)		(30,566,352	)
Gain on sale of lease receivables		1,007,079			-			7,611,586			-
Lease revenues and fees	$	24,512,086		$	30,740,119		$	82,746,874		$	94,153,920

Deferred Debt Issuance Costs - Debt issuance costs incurred in conjunction with the Credit Agreement entered into on March 6, 2015 and subsequent amendments 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 $56,283 and $161,895 for the three and nine months ended September 30, 2022, respectively, and $41,794 and $171,918 for the three and nine months ended September 30, 2021, respectively.

Debt issuance costs incurred in conjunction with the subordinated Promissory Notes 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 and $1,274 for the three and nine months ended September 30, 2022, respectively, and $1,273 and $5,729 for the three and nine months ended September 30, 2021, respectively.

Intangible Assets - Intangible assets consist of a patent on the Company’s LTO payment method at check-out for third party e-commerce sites. The patent is stated at cost less accumulated amortization. Patent costs are amortized by using the straight-line method over the legal life, or if shorter, the useful life of the patent, which has been estimated to be 10 years. Intangible assets amortization expense was $769 and $2,307 for the three and nine months ended September 30, 2022 and September 30, 2021, respectively.

Software Costs - Costs related to developing or obtaining internal-use software incurred during the preliminary project and post-implementation stages of an internal use software project are expensed as incurred and certain costs incurred in the project’s application development stage are capitalized as property and equipment. The Company expenses costs related to the planning and operating stages of a website. Costs associated with minor enhancements and maintenance for the website are included in expenses as incurred. Direct costs incurred in the website’s development stage are capitalized as property and equipment. Capitalized software costs amounted to $1,485,669 and $3,755,750 for the three and nine months ended September 30, 2022, respectively, and $900,031 and $2,015,746 for the three and nine months ended September 30, 2021, respectively. Capitalized software amortization expense was $759,825 and $2,064,681 for the three and nine months ended September 30, 2022, respectively, and $572,195 and $1,726,199 for the three and nine months ended September 30, 2021, respectively.

Data Costs - The Company buys data from different vendors upon receipt of an application. The data costs directly used to make underwriting decisions are expensed as incurred. Certain data costs that are probable to provide future economic benefit to the Company are capitalized and amortized on a straight-line basis over their estimated useful lives. The probability to provide future economic benefit of the data cost assets is estimated based upon future usage of the information in different areas and products of the Company. At the beginning of the third quarter of 2021, the Company made several changes including the implementation of a more disciplined process around data procurement and storage. Those improvements triggered a change in the estimate of the probability to provide future economic benefit of some data cost.

Capitalized data costs amounted to $458,018 and $1,220,722 for the three and nine months ended September 30, 2022, respectively, and $461,379 for the three and nine months ended September 30, 2021. Capitalized data costs amortization expense was $162,290 and $371,949 for the three and nine months ended September 30, 2022, respectively, and $24,406 for the three and nine months ended September 30, 2021.

Operating Expenses - Operating expenses include corporate overhead expenses such as salaries, stock-based compensation, insurance, occupancy, and other administrative expenses.

Marketing Costs - Marketing costs, primarily consisting of advertising, are charged to expense as incurred. Direct acquisition costs, primarily consisting of commissions earned based on lease originations, are capitalized and amortized over the life of the lease.

Per Share Data - Per share data is computed by use of the two-class method as a result of outstanding Series 1 Convertible Preferred Stock, which participates in dividends with the common stock and accordingly has participation rights in undistributed earnings as if all such earnings had been distributed during the period (see Note 8). Under such method income available to common shareholders is computed by deducting both dividends declared or, if not declared, accumulated on Series 2 Convertible Preferred Stock from net income. Loss attributable to common shareholders is computed by increasing net loss by such dividends. Where the Company has a net loss, as the participating Series 1 Convertible Preferred Stock has no contractual obligation to share in the losses of the Company, there is no loss allocation between common stock and Series 1 Convertible Preferred Stock.

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.

	September 30,
	2022		2021
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		3,834,047		3,113,715
Common Stock Warrants		2,255,184		2,432,488
Performance Share Units		790,327		-
		13,067,387		11,734,032

The following table sets forth the computation of basic and diluted earnings per common share for the nine months ended September 30, 2022 and 2021:

	Nine Months ended
	September 30,
	2022			2021
Numerator
Net income	$	5,727,852		$	2,639,454
Series 2 Convertible Preferred Stock dividends		(1,829,332	)		(1,829,322	)
Net income attributable to common and Series 1 Convertible Preferred Stock		3,898,520			810,132
Net income attributable to Series 1 Convertible Preferred Stock		(59,078	)		(27,518	)
Series 2 Convertible Preferred Stock dividends attributable to Series 1 Convertible Preferred Stock		18,868			19,072
Net income attributable to common shares - Numerator for basic and diluted EPS	$	3,858,310		$	801,686
Denominator
Weighted average of common shares outstanding- Denominator for basic EPS		21,611,879			21,377,978
Effect of dilutive securities:
Series 1 Convertible Preferred Stock		225,231			225,231
Common stock options and performance share units		323,166			1,244,353
Common stock warrants		243,171			834,703
Adjusted weighted average of common shares outstanding and assumed conversions- Denominator diluted EPS		22,403,447			23,682,265
Basic EPS	$	0.18		$	0.04
Diluted EPS	$	0.17		$	0.03

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended September 30, 2022 and 2021:

	Three Months ended
	September 30,
	2022			2021
Numerator
Net (loss)/income	$	(6,280,434	)	$	1,696,023
Series 2 Convertible Preferred Stock dividends		(609,778	)		(609,777	)
Net income attributable to common and Series 1 Convertible Preferred Stock		(6,890,212	)		1,086,246
Net income attributable to Series 1 Convertible Preferred Stock		-			(17,678	)
Series 2 Convertible Preferred Stock dividends attributable to Series 1 Convertible Preferred Stock		-			6,356
Net (loss)/income attributable to common shares - Numerator for basic and diluted EPS	$	(6,890,212	)	$	1,074,924
Denominator
Weighted average of common shares outstanding- Denominator for basic EPS		21,681,853			21,383,647
Effect of dilutive securities
Series 1 Convertible Preferred Stock		-			225,231
Common stock options and performance share units		-			1,112,537
Common stock warrants		-			855,764
Adjusted weighted average of common shares outstanding and assumed conversions- Denominator for diluted EPS		21,681,853			23,577,179
Basic earnings/ (loss) per share	$	(0.32	)	$	0.05
Diluted earnings/ (loss) per share	$	(0.32	)	$	0.05

Stock-Based Compensation - The fair value of transactions in which the Company exchanges its equity instruments for employee and non-employee services (share-based payment transactions) is recognized as a compensation expense in the financial statements as services are performed.

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 carrying value of certain financial instruments such as cash, accounts receivable, and accounts payable approximate their fair value due to their short-term nature. The carrying value of loans payable under the Credit Agreement and 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 utilizes the fair value option on its entire loan receivables portfolio purchased from its bank partner.

Fair Value Measurements- The Company uses a hierarchical framework that prioritizes and ranks the market observability of inputs used in its fair value measurements. Market price observability is affected by a number of factors, including the type of asset or liability and the characteristics specific to the asset or liability being measured. Assets and liabilities with readily available, active, quoted market prices or for which fair value can be measured from actively quoted prices generally are deemed to have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. The Company classifies the inputs used to measure fair value into one of three levels as follows:

●	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 September 30, 2022 and December 31, 2021 is as follows:

	Fair Value Measurement Using						Carrying
Financial instruments – As of September 30, 2022 (1)	Level 1		Level 2		Level 3		Amount
Loan receivables at fair value	$	-	$	-	$	26,591,546	$	20,784,782

	Fair Value Measurement Using						Carrying
Financial instruments – As of December 31, 2021 (1)	Level 1		Level 2		Level 3		Amount
Loan receivables at fair value	$	-	$	-	$	3,560,108	$	3,151,184

(1)

For cash, accounts 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 and 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 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’s 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’s 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 September 30, 2022 and December 31, 2021:

	Nine months Ended September 30, 2022			Year Ended December 31, 2021
Beginning balance	$	3,560,108		$	89,445
Purchases of loan participation		26,844,927			3,309,732
Obligation of loan participation		467,266			163,307
Interest and fees⁽¹⁾		10,836,534			672,272
Collections		(13,178,721	)		(907,169	)
Net charge off ⁽¹⁾		(4,450,274	)		(146,923	)
Net change in fair value⁽¹⁾		2,511,706			379,444
Ending balance	$	26,591,546		$	3,560,108

⁽¹⁾	Included in loan revenues and fees, net of changes in fair value in the condensed 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 September 30, 2022 and December 31, 2021:

	September 30, 2022									December 31, 2021
	Minimum			Maximum			Weighted Average⁽²⁾			Minimum			Maximum			Weighted Average
Estimated losses⁽¹⁾		3.3	%		39.2	%		19.6	%		26.0	%		35.0	%		34.6	%
Servicing costs		-			-			3.9	%		-			-			4.6	%
Discount rate		-			-			20.3	%		-			-			11.1	%

(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 September 30, 2022 and December 31, 2021 concerning loan receivables at fair value are as follows:

	September 30, 2022		December 31, 2021
Aggregate fair value of loan receivables that are 90 days or more past due	$	507,897	$	-
Unpaid principal balance of loan receivables that are 90 days or more past due		510,625		-
Aggregate fair value of loan receivables in non-accrual status		-		-

Income Taxes – Deferred tax assets and liabilities are determined based on the estimated future tax effects of net operating loss carryforwards and temporary differences between the tax bases of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records a valuation allowance for its deferred tax assets when management concludes that it is not more likely than not that such assets will be recognized.

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 September 30, 2022, and 2021, 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, respectively.