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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 14, 2023
SHF
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-40524 |
|
90-2409612 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1526
Cole Blvd., Suite 250
Golden,
Colorado 80401
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (303) 431-3435
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Class
A Common Stock, $0.0001 par value per share |
|
SHFS |
|
The
Nasdaq Stock Market LLC |
Redeemable
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
SHFSW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
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.
Item 2.02. Results of Operations and Financial Condition.
On
August 8, 2023, SHF Holdings, Inc. (the “Company”) issued a press release announcing that management would discuss its earnings
and other financial results for the second quarter ended June 30, 2023 in a conference call and webcast at 4:30 pm Eastern time on August
14, 2023 following the release of the Company’s financial results. On August 14, 2023 in conjunction with the release of the Company’s
second quarter results, the Company issued its second quarter 2023 earnings release. The August 8, 2023 press release and August 14,
2023 earnings release are attached as Exhibits 99.1 and 99.2, respectively.
The
information contained in Item 2.02 of this report (including Exhibits 99.1 and 99.2)
is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will
it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall expressly set forth by specific reference in such a filing.
To supplement
its condensed consolidated financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”),
the Company uses certain non-GAAP financial measures, including EBITDA and adjusted EBITDA, which are included in the press release furnished
as Exhibit 99.2 to this report. EBITDA and adjusted EBITDA are calculated as net income before taxes and
depreciation and amortization expense in the case of EBITDA and further adjusted to exclude non-cash, unusual and/or infrequent costs
in the case of Adjusted EBITDA. Management of the Company uses this information in evaluating period over period performance because
it believes it presents an important metric regarding the Company’s ongoing operating performance. The company has included
a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures. which for EBITDA and adjusted
EBITDA is net (loss)/income.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
SHF
HOLDINGS, INC. |
|
|
|
Date:
August 14, 2023 |
By: |
/s/
James H. Dennedy |
|
|
Chief
Financial Officer |
Exhibit
99.1
Safe
Harbor Financial to Report Fiscal Second Quarter 2023 Financial Results on August 14, 2023
Company
to host conference call after the market closes at 4:30 p.m. ET on August 14th
GOLDEN,
Colo., August 8, 2023 — SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor” or the “Company”)
(NASDAQ: SHFS) , a leader in facilitating financial services and credit facilities to the regulated cannabis industry, today announced
that it will report financial results for the second quarter ended June 30, 2023 on Monday August 14, 2023 after the market closes.
Chief
Executive Officer, Sundie Seefried, and Chief Financial Officer, Jim Dennedy, will host a conference call and webcast at 4:30 pm ET /
1:30 pm PT on August 14, 2023 to discuss the Company’s financial results and provide investors with key business highlights.
For
those interested in listening in to the conference call, please dial in and ask to join the Safe Harbor Financial call.
Date:
|
Monday,
August 14, 2023 |
Time: |
4:30
p.m. ET / 1:30 p.m. PT |
Live
webcast and replay: |
Webcast
Link |
Participant
Dial-In: |
646-307-1963
or 800-715-9871 (Toll Free) |
Passcode:
|
3046638 |
About
Safe Harbor
Safe
Harbor is among the first service providers to offer compliance, monitoring and validation services to financial institutions, providing
traditional banking services to cannabis, hemp, CBD, and ancillary operators, making communities safer, driving growth in local economies,
and fostering long-term partnerships. Currently managing more than 1000 cannabis-related relationships, Safe Harbor, through its financial
institution clients, implements high standards of accountability, transparency, monitoring, reporting and risk mitigation measures while
meeting Bank Secrecy Act obligations in line with FinCEN guidance on cannabis-related businesses. Over the past eight years, Safe Harbor
has facilitated more than $18 billion in deposit transactions for businesses with operations spanning over 40 states and US territories
with regulated cannabis markets. For more information, visit www.shfinancial.org .
Cautionary
Statement Regarding Forward-Looking Statements
Certain
statements contained in this press release constitute “forward-looking statements’’ within the meaning of federal securities
laws. Forward-looking statements may include, but are not limited to, statements with respect to trends in the cannabis industry, including
proposed changes in U.S and state laws, rules, regulations and guidance relating to Safe Harbor’s services; Safe Harbor’s
growth prospects and Safe Harbor’s market size; Safe Harbor’s projected financial and operational performance, including
relative to its competitors; new product and service offerings Safe Harbor may introduce in the future; the impact of recent volatility
in the capital markets, which may adversely affect the price of the Company’s securities; the outcome of any legal proceedings
that may be instituted against Safe Harbor following the closing of the business combination; other statements regarding Safe Harbor’s
expectations, hopes, beliefs, intentions or strategies regarding the future; and the other risk factors discussed in Safe Harbor’s
filings from time to time with the Securities and Exchange Commission. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The
words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “outlook,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would,” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions,
projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject,
are subject to risks and uncertainties. These forward-looking statements involve a number of risks and uncertainties (some of which are
beyond the control of Safe Harbor), and other assumptions, that may cause the actual results or performance to be materially different
from those expressed or implied by these forward-looking statements.
Safe
Harbor Media
Nick
Callaio, Marketing Manager
720.951.0619
Nick@SHFinancial.org
Safe
Harbor Investor Relations
ir@SHFinancial.org
KCSA
Strategic Communications
Phil
Carlson
safeharbor@kcsa.com
Exhibit
99.2
Safe
Harbor Financial Announces Second Quarter 2023 Results
Revenue
of $4.6 million
Second
consecutive quarter of more than $1.1 billion in processed deposits; monthly average Balances on Deposit increased 60% versus the same
period last year
Closed
over $15 million in cannabis commercial real estate loans during the quarter
GOLDEN,
Colo., August 14, 2023 — SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor” or the “Company”)
(NASDAQ: SHFS), a leader in facilitating financial services and credit facilities to the regulated cannabis industry, announced today
its results for the quarter ended June 30, 2023 (“Q2 2023”).
Q2
2023 Financial and Operational Highlights
● |
Revenue
increased 147% to $4.6 million, compared to $1.9 million in Q2 2022; |
● |
Total
deposits increased 36% to $1.1 billion compared to $808.4 million in Q2 2022; |
● |
Monthly
average number of accounts held with financial institution (“FI”) clients increased 65% to 1,002 compared to 608 in Q2
2022; |
● |
Monthly
average balances on deposit held with FI clients increased 60% to $230.7 million, compared to $143.8 million in Q2 2022; |
● |
Loan
Book value at the end of Q2 2023 was $35.9 million as compared to $18.5 million in Q2 2022; |
● |
Ended
Q2 2023 with $8.2 million in cash. |
“Our
second quarter results reflect the hard work and commitment of our team as well as the confidence our cannabis customers and financial
institution partners have in Safe Harbor’s ability to support their growth objectives, operating in an industry that requires an
extremely high level of compliance, validation and monitoring,” said Sundie Seefried, Chief Executive Officer of Safe Harbor.
“Our
ability to increase both deposits and lending to Cannabis Related Businesses (CRB’s) in the second quarter resulted in record quarterly
revenue and our second consecutive quarter of positive Adjusted EBITDA. Our ability to successfully execute against our emerging lending
practice, which resulted in $15 million in loans originated during the quarter, has been a key growth driver this quarter and demonstrates
a tremendous opportunity to further expand our fintech platform. In addition, our relationship with Five Star Bank continues to grow,
which has allowed us to increase our deposit capacity by $1 billion, while also providing Safe Harbor the support it requires to expand
nationally, further driving shareholder value.”
Second
Quarter 2023 Operational Highlights
|
● |
On
April 17, 2023, Safe Harbor announced that, since the beginning of 2023, it successfully negotiated the resolution of approximately
$68.6 million in debt obligations, including a $64.7 million deferred payable owed to Partner Colorado Credit Union (PCCU). The
debt resolution includes the previously announced agreements Safe Harbor entered into with PCCU that resulted in the settlement
of the approximately $64.7 million deferred payable owed to PCCU, comprised of $14.5 million in serviceable debt payable at a 4.25%
annual interest rate over a five-year period; and 11.2 million shares of Class A common stock in the Company valued at $50,162,549.
The remaining $3.9 million in debt, which was resolved with a payment of $1.7 million in cash and $700,000 in serviceable
debt payable at 0% interest over a one-year period; |
|
|
|
|
● |
On
April 20, 2023, Safe Harbor appointed Douglas Fagan, President and CEO of PCCU, to its Board of Directors; |
|
|
|
|
● |
On
May 11, 2023, the Company announced its partnership with Five Star Bank, a New York-based subsidiary of Financial Institutions, Inc.
(NASDAQ:FISI), to expand crucial access to cannabis banking nationwide. Five Star Bank has the ability to dedicate up to $1 billion
in cannabis deposit capacity, which will afford cannabis businesses of all sizes greater access to credit facilities, along with
a robust suite of cannabis banking services; |
|
|
|
|
● |
On
May 16, 2023, Safe Harbor announced it originated approximately $5.5 million in real estate loans to a Tier One Multi-State Operator; |
|
|
|
|
● |
On
May, 23, 2023, The Company announced that it has opened 13 new accounts through its financial institution partners under its newly
expanded Social Equity Program; |
|
|
|
|
● |
On
June 15, 2023, Safe Harbor announced it originated a $6,695,000 loan for a global real estate investment firm, secured by a first
lien on a Class A multitenant cannabis industrial property located in Oakland, California; |
|
|
|
|
● |
On
June 22, 2023, the Company announced it has expanded its lending and deposit relationship with a tier-one multistate operator through
the origination of an additional first lien-secured loan of approximately $2.9 million on a cultivation facility located in a limited
license, adult-use cannabis state. |
Subsequent
Operational Highlights
|
● |
On
July 12, 2023, Safe Harbor announced the launch of interest-bearing commercial deposit accounts to cannabis businesses nationwide
through Five Star Bank; |
|
|
|
|
● |
On
July 27, 2023, the Company announced increased its lending and deposit relationship with a tier one multi-state operator (“MSO”)
by originating three new loans for affiliates of the MSO in the aggregate amount of $4,282,000; |
|
|
|
|
● |
On
August 4, 2023, Safe Harbor announced Chief Executive Officer, Sundie Seefried, won The Green Market Report Cannabis Finance Award
for Top CEO. |
2023
Financial Outlook
Based
on the continued strength of the Company’s operations, Safe Harbor anticipates that full year 2023 revenue will be in the range
of $15.3 million to $16.3 million as compared to the $9.4 million in revenue reported for the 2022 full year.
Q2
2023 Financial Results
For
the quarter ended June 30, 2023, total revenue increased to $4.6 million, compared to $1.9 million in the prior year period, primarily
due to higher investment and deposit, activity and onboarding income.
Second
quarter 2023 operating expenses increased to $22.5 million, compared to $1.5 million in the prior year period. The increase in operating
expenses is mainly due to a $13.2 million impairment of goodwill and a $3.7 million impairment of finite lived intangible assets on account
of the termination of the Master Services and Revenue Sharing Agreement with Central Bank under which the Company provided expertise
and intellectual property to cannabis related businesses primarily located in Arkansas. The Company also had an increase in compensation
and employee benefits; stock-based compensation expense, professional service expenses; investment hosting fees as a result of the reorganization;
amortization and depreciation expense; and business insurance.
Net
loss for Q2 2023 was $17.6 million, compared to net income of $336,437 in the prior year period, primarily due to a $13.2 million impairment
of goodwill and $3.7 million impairment of finite-lived intangible assets. The net loss also includes an increase in professional fees
on account increase in compliances as well as increases in compensation, employee benefits, marketing, and insurance.
As
at June 30, 2023, the Company had cash and cash equivalents of $8.2 million, compared to $8.4 million at December 31, 2022.
SHF
Holdings, Inc.
CONDENSED
CONSOLIDATED BALANCE SHEETS
| |
June 30,
2023 | | |
December 31,
2022 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Current Assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 8,239,095 | | |
$ | 8,390,195 | |
Accounts receivable – trade | |
| 1,425,589 | | |
| 1,401,839 | |
Contract assets | |
| 1,980 | | |
| 21,170 | |
Prepaid expenses – current portion | |
| 172,541 | | |
| 175,585 | |
Accrued interest receivable | |
| 37,229 | | |
| 40,266 | |
Short-term loans receivable, net | |
| 11,945 | | |
| 51,300 | |
Other current assets | |
| - | | |
| 150,817 | |
Total Current Assets | |
$ | 9,888,379 | | |
$ | 10,231,172 | |
Long-term loans receivable, net | |
| 289,668 | | |
| 1,250,691 | |
Property, plant and equipment, net | |
| 170,206 | | |
| 49,614 | |
Operating lease right to use assets | |
| 938,029 | | |
| 1,016,198 | |
Goodwill | |
| 6,058,000 | | |
| 19,266,276 | |
Intangible assets, net | |
| 6,230,802 | | |
| 10,621,087 | |
Deferred tax asset | |
| 43,260,743 | | |
| 51,593,302 | |
Prepaid expenses – long term position | |
| 637,500 | | |
| 712,500 | |
Forward purchase receivable | |
| 4,584,221 | | |
| 4,584,221 | |
Security deposit | |
| 22,795 | | |
| 17,795 | |
Total Assets | |
$ | 72,080,343 | | |
$ | 99,342,856 | |
LIABILITIES AND PARENT-ENTITY NET INVESTMENT AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 1,170,250 | | |
$ | 2,851,457 | |
Accrued expenses | |
| 1,195,872 | | |
| 6,354,485 | |
Contract liabilities | |
| 60,382 | | |
| 996 | |
Lease liabilities – current | |
| 184,123 | | |
| 20,124 | |
Senior secured promissory note – current portion | |
| 1,976,340 | | |
| - | |
Deferred consideration – current portion | |
| 14,636,792 | | |
| 14,359,822 | |
Due to seller - current portion | |
| - | | |
| 25,973,017 | |
Other current liabilities | |
| 88,416 | | |
| 11,291 | |
Total Current Liabilities | |
$ | 19,312,175 | | |
$ | 49,571,192 | |
Warrant liability | |
| 223,573 | | |
| 666,510 | |
Deferred consideration – long term portion | |
| 2,826,081 | | |
| 2,747,592 | |
Forward purchase derivative liability | |
| 7,309,580 | | |
| 7,309,580 | |
Due to seller – long term portion | |
| - | | |
| 30,976,783 | |
Senior secured promissory note—long term portion | |
| 12,523,660 | | |
| - | |
Lease liabilities – long term | |
| 873,883 | | |
| 1,008,109 | |
Deferred underwriter fee | |
| - | | |
| 1,450,500 | |
Indemnity liability | |
| 1,661,651 | | |
| 499,465 | |
Total Liabilities | |
$ | 44,730,603 | | |
$ | 94,229,731 | |
Commitment and Contingencies (Note 15) | |
| | | |
| | |
Parent-Entity Net Investment and Stockholders’ Equity | |
| | | |
| | |
| |
| | | |
| | |
Convertible preferred stock, $.0001 par value, 1,250,000 shares authorized, 4,221 shares issued and outstanding on June 30, 2023, and Convertible preferred stock, $.0001 par value, 1,250,000 shares authorized, 14,616 shares issued and outstanding on December 31, 2022, respectively | |
| - | | |
| 1 | |
Class A common stock, $.0001 par value, 130,000,000 shares authorized 46,265,317 issued and outstanding on June 30, 2023, and Class A common stock, $.0001 par value, 130,000,000 shares authorized, 23,732,889 issued and outstanding on December 31, 2022, respectively | |
| 4,627 | | |
| 2,374 | |
Additional paid in capital | |
| 97,923,103 | | |
| 44,806,031 | |
Retained deficit | |
| (70,577,990 | ) | |
| (39,695,281 | ) |
Total Parent-Entity Net Investment and Stockholders’ Equity | |
$ | 27,349,740 | | |
$ | 5,113,125 | |
Total Liabilities and Parent-Entity Net Investment and Stockholders’ Equity | |
$ | 72,080,343 | | |
$ | 99,342,856 | |
SHF
Holdings, Inc.
Condensed
Consolidated Statements of Parent-Entity Net Investment and Stockholders’ Equity
(Unaudited)
FOR
THE THREE MONTHS ENDED JUNE 30, 2023
| |
Preferred Stock | | |
Class A Common Stock | | |
Additional Paid-in | | |
Parent- Entity Net | | |
Retained | | |
Total Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Investment | | |
deficit | | |
Equity | |
Balance, March 31, 2023 | |
| 10,896 | | |
$ | 1 | | |
| 40,288,817 | | |
$ | 4,029 | | |
$ | 90,687,265 | | |
$ | - | | |
$ | (46,695,249 | ) | |
$ | 43,996,046 | |
Conversion of PIPE shares | |
| (6,675 | ) | |
| (1 | ) | |
| 5,340,000 | | |
| 534 | | |
| 6,277,642 | | |
| - | | |
| (6,278,174 | ) | |
| - | |
Restricted stock units | |
| - | | |
| - | | |
| 636,500 | | |
| 64 | | |
| 352,244 | | |
| - | | |
| - | | |
| 352,308 | |
Stock option conversion | |
| - | | |
| - | | |
| - | | |
| - | | |
| 605,952 | | |
| - | | |
| - | | |
| 605,952 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (17,604,567 | ) | |
| (17,604,567 | ) |
Balance, June 30, 2023 | |
| 4,221 | | |
$ | - | | |
| 46,265,317 | | |
$ | 4,627 | | |
$ | 97,923,103 | | |
$ | - | | |
$ | (70,577,990 | ) | |
$ | 27,349,740 | |
FOR
THE THREE MONTHS ENDED JUNE 30, 2022
| |
Preferred Stock | | |
Class A Common Stock | | |
Additional Paid-in | | |
Parent- Entity Net | | |
Retained | | |
Total Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Investment | | |
deficit | | |
Equity | |
Balance, March 31, 2022 | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
$ | - | | |
$ | 7,900,700 | | |
$ | - | | |
$ | 7,900,700 | |
Contribution from parent | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 74,999 | | |
| - | | |
| 74,999 | |
Net profit | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 336,344 | | |
| - | | |
| 336,344 | |
Balance, June 30, 2022 | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
$ | - | | |
$ | 8,312,043 | | |
$ | - | | |
$ | 8,312,043 | |
SHF
Holdings, Inc.
Condensed
Consolidated Statements of Parent-Entity Net Investment and Stockholders’ Equity
(Unaudited)
FOR
THE SIX MONTHS ENDED JUNE 30, 2023
| |
Preferred Stock | | |
Class A Common Stock | | |
Additional Paid-in | | |
Parent- Entity Net | | |
Retained | | |
Total Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Investment | | |
deficit | | |
Equity | |
Balance, December 31, 2022 | |
| 14,616 | | |
$ | 1 | | |
| 23,732,889 | | |
$ | 2,374 | | |
$ | 44,806,031 | | |
$ | - | | |
$ | (39,695,281 | ) | |
$ | 5,113,125 | |
Reversal of deferred underwriting cost | |
| - | | |
| - | | |
| - | | |
| - | | |
| 900,500 | | |
| - | | |
| - | | |
| 900,500 | |
Cumulative effect from adoption of CECL | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (581,321 | ) | |
| (581,321 | ) |
Conversion of PIPE shares | |
| (10,395 | ) | |
| (1 | ) | |
| 10,066,200 | | |
| 1,006 | | |
| 11,282,369 | | |
| - | | |
| (11,283,374 | ) | |
| - | |
Restricted stock units | |
| - | | |
| - | | |
| 1,266,228 | | |
| 127 | | |
| 1,209,711 | | |
| - | | |
| - | | |
| 1,209,838 | |
Stock option conversion | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,319,204 | | |
| - | | |
| - | | |
| 1,319,204 | |
Issuance of shares to PCCU (net of tax) | |
| - | | |
| - | | |
| 11,200,000 | | |
| 1,120 | | |
| 38,405,288 | | |
| - | | |
| - | | |
| 38,406,408 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (19,018,014 | ) | |
| (19,018,014 | ) |
Balance, June 30, 2023 | |
| 4,221 | | |
$ | - | | |
| 46,265,317 | | |
$ | 4,627 | | |
$ | 97,923,103 | | |
$ | - | | |
$ | (70,577,990 | ) | |
$ | 27,349,740 | |
FOR
THE SIX MONTHS ENDED JUNE 30, 2022
| |
Preferred Stock | | |
Class A Common Stock | | |
Additional Paid-in | | |
Parent- Entity Net | | |
Retained | | |
Total Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Investment | | |
deficit | | |
Equity | |
Balance, December 31, 2021 | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
$ | - | | |
$ | 7,339,101 | | |
$ | - | | |
$ | 7,339,101 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Contribution from parent | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 134,998 | | |
| - | | |
| 134,998 | |
Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 837,944 | | |
| - | | |
| 837,944 | |
Balance, June 30, 2022 | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
$ | - | | |
$ | 8,312,043 | | |
$ | - | | |
$ | 8,312,043 | |
SHF
Holdings, Inc.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
For the six months ended June 30, | |
| |
2023 | | |
2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | |
Net (loss) / income | |
$ | (19,018,014 | ) | |
$ | 837,944 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | |
Depreciation and amortization expense | |
| 797,664 | | |
| 1,952 | |
Stock compensation expense | |
| 2,529,042 | | |
| - | |
Interest expense | |
| 1,187,940 | | |
| - | |
Provision for credit losses | |
| 578,546 | | |
| 295,565 | |
Lease expense | |
| 107,943 | | |
| - | |
Impairment of goodwill | |
| 13,208,276 | | |
| - | |
Impairment of finite-lived intangible assets | |
| 3,680,463 | | |
| - | |
Deferred tax benefit | |
| (1,261,424 | ) | |
| - | |
Change in fair value of warrant | |
| (442,937 | ) | |
| - | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| (23,750 | ) | |
| (208,133 | ) |
Contract assets | |
| 19,190 | | |
| - | |
Prepaid expenses | |
| 78,044 | | |
| (13,450 | ) |
Accrued interest receivable | |
| 3,036 | | |
| (7,206 | ) |
Deferred underwriting payable | |
| (550,000 | ) | |
| - | |
Other current assets | |
| 150,817 | | |
| - | |
Accounts payable | |
| (1,604,082 | ) | |
| 75,836 | |
Accrued expenses | |
| (440,503 | ) | |
| 144,991 | |
Deferred loan origination fees | |
| - | | |
| 118,116 | |
Contract liabilities | |
| 59,386 | | |
| (8,333 | ) |
Security deposit | |
| (5,000 | ) | |
| (1,868 | ) |
Net cash (used in) provided by operating activities | |
| (945,363 | ) | |
| 1,235,414 | |
| |
| | | |
| | |
CASH FLOWS USED IN INVESTING ACTIVITIES: | |
| | | |
| | |
Purchase of property and equipment | |
| (208,434 | ) | |
| (8,792 | ) |
Funding of other investment | |
| - | | |
| (500,000 | ) |
Repayment of loans, net | |
| 1,002,697 | | |
| 24,923 | |
Net cash provided by (used in) investing activities | |
| 794,263 | | |
| (483,869 | ) |
CASH FLOWS USED IN FINANCING ACTIVITIES: | |
| | | |
| | |
Net change in parent funding, allocations, and distributions to parent | |
| - | | |
| 134,998 | |
Net cash provided by financing activities | |
| - | | |
| 134,998 | |
| |
| | | |
| | |
Net increase in cash and cash equivalents | |
| (151,100 | ) | |
| 886,543 | |
Cash and cash equivalents – beginning of period | |
| 8,390,195 | | |
| 5,495,905 | |
Cash and cash equivalents – end of period | |
$ | 8,239,095 | | |
$ | 6,382,448 | |
| |
| | | |
| | |
Supplemental disclosure | |
| | | |
| | |
Shares issued for the settlement of PCCU debt obligation | |
$ | 38,406,408 | | |
$ | - | |
Cumulative effect from adoption of CECL | |
| 581,321 | | |
| - | |
Interest payment on senior secured promissory note | |
| 104,678 | | |
| - | |
Reversal of deferred underwriting cost | |
| 900,500 | | |
| - | |
UNAUDITED
Reconciliation of net income to non-GAAP EBITDA and Adjusted EBITDA is as follows:
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Net (loss)/income | |
$ | (17,604,567 | ) | |
$ | 336,344 | | |
$ | (19,018,014 | ) | |
$ | 837,944 | |
Interest expense | |
| 353,736 | | |
| - | | |
| 1,187,939 | | |
| - | |
Depreciation and amortization | |
| 401,350 | | |
| 1,135 | | |
| 797,664 | | |
| 1,952 | |
Taxes | |
| (652,147 | ) | |
| - | | |
| (1,261,424 | ) | |
| - | |
EBITDA | |
$ | (17,501,628 | ) | |
$ | 337,479 | | |
$ | (18,293,835 | ) | |
$ | 839,896 | |
| |
| | | |
| | | |
| | | |
| | |
Other adjustments – | |
| | | |
| | | |
| | | |
| | |
Provision for credit losses | |
| 511,880 | | |
| 227,374 | | |
| 578,546 | | |
| 295,565 | |
Change in the fair value of warrants | |
| (9,789 | ) | |
| - | | |
| (442,937 | ) | |
| - | |
Stock option conversion | |
| 958,260 | | |
| - | | |
| 2,529,042 | | |
| - | |
Impairment of goodwill and finite-lived intangible assets | |
| 16,888,739 | | |
| - | | |
| 16,888,739 | | |
| - | |
Loan origination fees and costs | |
| 2,922 | | |
| (653 | ) | |
| 747 | | |
| 720 | |
Adjusted EBITDA | |
$ | 850,384 | | |
$ | 564,200 | | |
$ | 1,260,302 | | |
$ | 1,136,181 | |
Safe
Harbor Financial discloses EBITDA and Adjusted EBITDA, both of which are non-GAAP financial measures and are calculated as net income
before taxes and depreciation and amortization expense in the case of EBITDA and further adjusted to exclude non-cash, unusual and/or
infrequent costs in the case of Adjusted EBITDA. Management of the Company uses this information in evaluating period over period performance
because it believes it presents an important metric regarding the Company’s ongoing operating performance. Investors
should consider non-GAAP financial measures only as a supplement to, not as a substitute for or as superior to, measures of financial
performance prepared in accordance with GAAP.
Conference
Call Details:
The
Company’s Chief Executive Officer, Sundie Seefried and Chief Financial Officer, Jim Dennedy will host a conference call and webcast
at 4:30 pm ET / 1:30 pm PT today to discuss the Company’s financial results and provide investors with key business highlights.
Date:
|
Monday,
August, 14, 2023 |
Time:
|
4:30pm
ET / 1:30pm PT |
Live
webcast and replay: |
Webcast
Link |
Participant
dial in numbers: |
646-307-1963
or 800-715-9871 (Toll Free) |
Passcode:
|
3046638 |
About
Safe Harbor
Safe
Harbor is among the first service providers to offer compliance, monitoring and validation services to financial institutions, providing
traditional banking services to cannabis, hemp, CBD, and ancillary operators, making communities safer, driving growth in local economies,
and fostering long-term partnerships. Currently managing more than 1000 cannabis-related relationships, Safe Harbor, through its financial
institution clients, implements high standards of accountability, transparency, monitoring, reporting and risk mitigation measures while
meeting Bank Secrecy Act obligations in line with FinCEN guidance on cannabis-related businesses. Over the past eight years, Safe Harbor
has facilitated more than $18 billion in deposit transactions for businesses with operations spanning over 40 states and US territories
with regulated cannabis markets. For more information, visit www.shfinancial.org.
Forward-Looking
Statements
Certain
statements contained in this press release constitute “forward-looking statements’’ within the meaning of federal securities
laws. Forward-looking statements may include, but are not limited to, statements with respect to trends in the cannabis industry, including
proposed changes in U.S and state laws, rules, regulations and guidance relating to Safe Harbor’s services; Safe Harbor’s
growth prospects and Safe Harbor’s market size; Safe Harbor’s projected financial and operational performance, including
relative to its competitors; new product and service offerings Safe Harbor may introduce in the future; the impact of recent volatility
in the capital markets, which may adversely affect the price of the Company’s securities; the outcome of any legal proceedings
that may be instituted against Safe Harbor; other statements regarding Safe Harbor’s expectations, hopes, beliefs, intentions or
strategies regarding the future; and the other risk factors discussed in Safe Harbor’s filings from time to time with the Securities
and Exchange Commission. In addition, any statements that refer to projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “outlook,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject, are subject to risks and uncertainties.
These forward-looking statements involve a number of risks and uncertainties (some of which are beyond the control of Safe Harbor), and
other assumptions, that may cause the actual results or performance to be materially different from those expressed or implied by these
forward-looking statements. . We discuss these risks in greater detail in the sections entitled “Risk Factors” in our Annual
Report on Form 10-K and, as applicable, in our Quarterly Reports on Form 10-Q filed with the SEC. Given these uncertainties, you should
not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update these forward-looking
statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements,
even if new information becomes available in the future.
Contact
Information
Safe
Harbor Media
Nick
Callaio, Marketing Manager
720.951.0619
Nick@SHFinancial.org
Safe
Harbor Investor Relations
ir@SHFinancial.org
KCSA
Strategic Communications
Phil
Carlson
safeharbor@kcsa.com
v3.23.2
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Aug. 14, 2023 |
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|
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SHF
Holdings, Inc.
|
Entity Central Index Key |
0001854963
|
Entity Tax Identification Number |
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|
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|
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|
Trading Symbol |
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