SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe
Harbor” or the “Company”) (NASDAQ: SHFS), a leader in
facilitating banking, payments, and financial services to the
regulated cannabis industry, today announced certain preliminary
(unaudited) financial results for the quarter and year ended
December 31, 2022. All financial information is provided in U.S.
dollars unless otherwise indicated and is prepared under U.S.
Generally Accepted Accounting Principles (“GAAP”).
Full Year 2022 Financial
Highlights1
- Revenue increased 34% to $9.4
million, compared to $7.0 million in 2021
- Increased the number of active
accounts by 82% to 1040, compared to 572 at the end of 2021
- The Company originated $15.8
million in loans, compared to $4.3 million in 2021
- Ended 2022 with $8.4 million in
cash
“Safe Harbor had a pivotal year: we completed
our go-public transaction to list on the Nasdaq exchange, executed
on the strategic acquisition of Abaca, and significantly grew our
client base to establish a solid foundation for success in 2023 and
beyond,” said Sundie Seefried, Chief Executive Officer at Safe
Harbor. “During the year, we expanded topline revenue by 34% and
increased our client base by approximately 82%, demonstrating the
considerable industry need for the services we provide. We are
committed to providing essential banking services to
cannabis-related businesses, or CRBs, using the most sophisticated
fintech to optimize our customers’ experience. Our recent
acquisition of Abaca is perfectly aligned with this goal as it
meaningfully enhanced and added key elements to our fintech
platform to expedite transactions with our banking partners.
“This momentum has continued in 2023, and we are
pleased to have reached an agreement with Partner Colorado Credit
Union to resolve our payment obligations to them, which removes a
considerable financial constraint and further enhances our ability
to execute on our growth strategy. The cannabis industry is
maturing, and the fully complaint cannabis banking infrastructure
we provide is vital to CRBs as they navigate this complex and
dynamic industry. We are excited about the opportunities ahead and
look forward to continuing to expand our services to meet the needs
of CRBs across the country, while enhancing value for our
shareholders.”
2022 Operational Highlights
- On September 29, 2022, Safe Harbor
completed its business combination transaction with Northern Lights
Acquisition Corp. (the “Business Combination”) and began trading on
the Nasdaq Capital Markets.
- On November 16, 2022, the Company
acquired Abaca, an industry-leading cannabis fintech platform, for
$30 million in cash and common stock. The acquisition increased
Safe Harbor’s lending capacity; and added a sophisticated fintech
platform and more than 300 cannabis-related business accounts.
Subsequent Operational
Highlights
- On February 8, 2023, Safe Harbor
announced that Karl A. Racine commenced active participation on the
Company’s Board of Directors following his January 2023 departure
from the Washington, D.C. Attorney General’s office.
- On March 30, 2023, the Company
entered into agreements with Partner Colorado Credit Union
(“PCCU”), the Company’s largest stockholder, resulting in the
settlement of the approximately $64.7 million deferred payable owed
to PCCU (the “Agreement”). Under the terms of the Agreement, the
Company has agreed to resolve approximately $64.7 million of total
payment obligations owed from the September 28, 2022 business
combination in exchange for a 5-year, $14.5 million senior secured
note bearing a 4.25% annual interest rate and issuance of 11.2
million shares of Class A common stock in the Company.
Originations and Loan
Activity
- For the twelve-month period
ended December 31, 2022, Safe Harbor originated loans
totaling $15.8 million, compared to $4.3 million for
the 2021 full year.
Fourth Quarter 2022 Financial
Results
For the quarter ended December 31, 2022, total
revenue increased to $3.6 million, compared to $1.7 million in the
prior year period, primarily due to higher investment and loan
interest income.
Fourth quarter 2022 operating expense increased
to $7.4 million, compared to $1.0 million in the prior year period,
primarily driven by significantly higher compensation and employee
expenses, professional service expenses, and amortization
expense.
Net loss for the quarter ended December 31, 2022
was $37.0 million, compared to net income of $718,000 million in
the prior year period, primarily due to the loss in value of
several of the financial instruments placed in connection with the
Business Combination.
Full Year 2022 Financial
Results1
For the year ended December 31, 2022, total
revenue increased 34% to $9.4 million, compared to $7.0 million in
2021. The increase is due to higher investment and loan interest
income, partially offset by lower Safe Harbor program and
miscellaneous fee income.
For the full year ended December 31, 2022, total
operating expense increased to $11.6 million compared to $3.7
million in 2021, due to the same drivers of expense in the fourth
quarter of 2022.
Net loss for the year ended December 31, 2022
was $35.1 million, compared to net income of $3.2 million in 2021,
primarily due to the loss in value of several of the financial
instruments placed in connection with the Business Combination.
As at December 31, 2022, the Company had cash
and cash equivalents of $8.4 million, compared to $5.5 million at
December 31, 2021.
1 See “Financial Disclosure Advisory” below.
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: |
Thursday, March 30, 2023 |
Time: |
4:30 pm ET / 1:30 pm PT |
Live webcast and replay: |
Click to access |
Participant call link: |
Click to access |
|
|
About Safe HarborSafe 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 seven years, Safe Harbor has facilitated more than $17 billion
in deposit transactions for customers with operations spanning more
than 40 states and US territories with regulated cannabis markets.
For more information, visit www.shfinancial.org.
Financial Disclosure
AdvisoryThe Company has not yet completed its reporting
process for the fourth quarter and year ended December 31, 2022.
The preliminary results presented herein are based on the Company's
reasonable estimates and the information available to the Company
at this time. As such, the Company's actual results may materially
vary from the preliminary results presented herein and will not be
finalized until the Company reports its final results for the
fourth quarter and year ended December 31, 2022 after the
completion of its normal quarter and year end accounting and review
procedures, including the assessment of the financial instruments
related to the Company’s business combination with Northern Lights
Acquisition Corp. that was completed on September 29, 2022 and
intellectual property valuation related to the Company’s
acquisition of Abaca that was completed on November 16, 2022, both
of which are expected to impact Safe Harbor’s balance sheet and
GAAP net income as at and for the year ended December 31, 2022,
respectively. In addition, any statements regarding the Company's
estimated financial performance for the fourth quarter and year
ended December 31, 2022 does not present all information necessary
for an understanding of the Company's financial condition and
results of operations as of and for these reporting periods. The
preliminary financial results presented herein were not reviewed by
Safe Harbor’s independent registered public accounting firm.
Forward-Looking
StatementsCertain 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.
Media ContactSafe Harbor
FinancialNick Callaio, Marketing
Manager720.951.0619Nick@SHFinancial.org
Investor Relations
ContactMattio Communicationsir@mattio.com
SHF Holdings,
Inc.UNAUDITED CONSOLIDATED BALANCE
SHEETS
|
December 31, |
|
December 31, |
|
2022 |
|
2021 |
ASSETS |
|
|
|
|
|
|
Current
Assets: |
|
|
|
|
|
|
Cash and cash equivalents |
$ |
8,390,195 |
|
|
$ |
5,495,905 |
|
Accounts receivable – trade |
|
1,401,839 |
|
|
|
522,896 |
|
Contract assets |
|
21,170 |
|
|
|
18,317 |
|
Prepaid expenses – current portion |
|
175,585 |
|
|
|
6,021 |
|
Accrued interest receivable |
|
40,266 |
|
|
|
7,556 |
|
Short-term loans receivable, net |
|
51,300 |
|
|
|
52,833 |
|
Other Current Assets |
|
150,817 |
|
|
|
- |
|
Total Current
Assets |
|
10,231,172 |
|
|
|
6,103,528 |
|
Long-term loans receivable, net |
|
1,250,691 |
|
|
|
1,410,727 |
|
Property, plant and equipment, net |
|
49,614 |
|
|
|
6,351 |
|
Operating lease right to use assets |
|
1,016,198 |
|
|
|
- |
|
Goodwill |
|
19,266,276 |
|
|
|
- |
|
Intangible assets, net |
|
10,621,087 |
|
|
|
- |
|
Deferred tax asset |
|
51,593,302 |
|
|
|
- |
|
Prepaid expenses – long term position |
|
712,500 |
|
|
|
- |
|
Forward purchase receivable |
|
4,584,221 |
|
|
|
- |
|
Security deposit |
|
17,795 |
|
|
|
- |
|
Total
Assets |
$ |
99,342,856 |
|
|
$ |
7,520,606 |
|
|
|
|
|
|
|
|
LIABILITIES AND
PARENT-ENTITY NET INVESTMENT AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
Current
Liabilities: |
|
|
|
|
|
|
Accounts payable |
$ |
2,851,457 |
|
|
$ |
43,626 |
|
Accrued expenses |
|
6,354,485 |
|
|
|
129,546 |
|
Contract liabilities |
|
996 |
|
|
|
8,333 |
|
Lease liabilities – current |
|
20,124 |
|
|
|
- |
|
Deferred Consideration – current portion |
|
14,359,822 |
|
|
|
- |
|
Due to seller - current portion |
|
25,973,017 |
|
|
|
- |
|
Other current liabilities |
|
11,291 |
|
|
|
- |
|
Total Current
Liabilities |
|
49,571,192 |
|
|
|
181,505 |
|
Warrant liability |
|
666,510 |
|
|
|
- |
|
Deferred Consideration – long term portion |
|
2,747,592 |
|
|
|
- |
|
Forward purchase derivative liability |
|
7,309,580 |
|
|
|
- |
|
Due to seller – long-term portion |
|
30,976,783 |
|
|
|
- |
|
Lease liabilities – long term |
|
1,008,109 |
|
|
|
- |
|
Deferred underwriter fee payable |
|
1,450,500 |
|
|
|
- |
|
Indemnity liability |
|
499,465 |
|
|
|
- |
|
Total
Liabilities |
|
94,229,731 |
|
|
|
181,505 |
|
Commitment and
Contingencies |
|
|
|
|
|
|
Parent-Entity Net
Investment and Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible preferred stock,
$.0001 par value, 1,250,000 shares authorized, 14,616 shares issued
and outstanding on December 31, 2022, and no shares issued and
outstanding on December 31, 2021, respectively |
|
1 |
|
|
|
- |
|
Class A common stock, $.0001
par value, 130,000,000 shares authorized, 23,732,889 issued and
outstanding on December 31, 2022, and no shares issued and
outstanding on December 31, 2021, respectively |
|
2,374 |
|
|
|
- |
|
Additional paid in
capital |
|
44,806,031 |
|
|
|
- |
|
Retained earnings |
|
(39,695,281 |
) |
|
|
- |
|
Parent-Entity Net
Investment |
|
- |
|
|
|
7,339,101 |
|
Total Parent-Entity Net
Investment and Stockholders’ Equity |
|
5,113,125 |
|
|
|
7,339,101 |
|
Total Liabilities and
Parent-Entity Net Investment and Stockholders’ Equity |
$ |
99,342,856 |
|
|
$ |
7,520,606 |
|
|
|
|
|
|
|
|
|
SHF Holdings,
Inc.UNAUDITED CONSOLIDATED STATEMENTS OF
OPERATIONS
|
|
For the year ended December 31, |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
Revenue |
$ |
9,478,819 |
|
|
$ |
7,005,579 |
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
Compensation and employee benefits |
$ |
6,695,319 |
|
|
$ |
2,135,243 |
|
General and administrative expenses |
|
2,390,539 |
|
|
|
567,892 |
|
Professional services |
|
1,985,343 |
|
|
|
292,143 |
|
Rent expense |
|
99,246 |
|
|
|
73,482 |
|
Provision for loan losses |
|
506,212 |
|
|
|
1,399 |
|
Corporate allocations |
|
- |
|
|
|
648,533 |
|
Total operating expenses |
$ |
11,676,659 |
|
|
$ |
3,718,692 |
|
Operating (loss)/ Income |
|
(2,197,840 |
) |
|
|
3,286,887 |
|
Other
(income) expenses |
|
|
|
|
|
|
Interest expense |
|
802,797 |
|
|
|
- |
|
Change in fair value of warrant liability |
|
(939,019 |
) |
|
|
- |
|
Change in fair value of forward purchase agreement |
|
33,322,248 |
|
|
|
- |
|
Change in fair value of forward purchase option derivative |
|
8,997,110 |
|
|
|
- |
|
Total
other (income) expenses |
$ |
42,183,136 |
|
|
$ |
- |
|
Net
(loss) / income before income tax |
|
(44,380,976 |
) |
|
|
3,286,887 |
|
Provision for income taxes |
$ |
(9,252,893 |
) |
|
$ |
- |
|
Net
(loss)/income |
|
(35,128,083 |
) |
|
|
3,286,887 |
|
Weighted average shares outstanding, basic |
|
18,988,558 |
|
|
|
- |
|
Basic
net loss per share |
$ |
(1.85 |
) |
|
$ |
- |
|
Weighted average shares outstanding, diluted |
|
18,988,558 |
|
|
|
- |
|
Diluted net loss per share |
$ |
(1.85 |
) |
|
$ |
- |
|
|
|
|
|
|
|
|
|
UNAUDITED CONSOLIDATED STATEMENTS OF
PARENT-ENTITY NET INVESTMENT AND STOCKHOLDERS’ EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2022, AND
2021
|
|
Preferred Stock |
|
Class A Common Stock |
|
|
|
|
|
|
|
Shares |
|
|
Amount |
|
Shares |
|
|
Amount |
|
|
Additional Paid-in Capital |
|
|
Parent-Entity Net Investment |
|
|
Retained Earnings |
|
|
Total Shareholders' Equity |
Balance, December 31, 2020 |
|
- |
|
|
$ |
- |
|
|
- |
|
$ |
- |
|
$ |
- |
|
$ |
4,354,021 |
|
|
$ |
- |
|
|
$ |
4,354,021 |
|
Net
income |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
3,286,887 |
|
|
|
- |
|
|
|
3,286,887 |
|
Contribution of loan receivable from Parent |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
1,185,691 |
|
|
|
- |
|
|
|
1,185,691 |
|
Net
change due to allocations and distributions to Parent |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(1,487,498 |
) |
|
|
- |
|
|
|
(1,487,498 |
) |
Balance, December 31, 2021 |
|
- |
|
|
$ |
- |
|
|
- |
|
$ |
- |
|
$ |
- |
|
$ |
7,339,101 |
|
|
$ |
- |
|
|
$ |
7,339,101 |
|
Issuance of shares in connection with Business Combination and PIPE
offering, net of issuance costs |
|
20,450 |
|
|
|
2 |
|
|
18,715,912 |
|
|
1,872 |
|
|
29,327,087 |
|
|
(7,339,101 |
) |
|
|
- |
|
|
|
21,989,860 |
|
Acquisition of Abaca |
|
- |
|
|
|
- |
|
|
2,099,977 |
|
|
210 |
|
|
8,105,701 |
|
|
- |
|
|
|
- |
|
|
|
8,105,911 |
|
Conversion of PIPE Shares |
|
(5,834 |
) |
|
|
(1 |
) |
|
2,917,000 |
|
|
292 |
|
|
2,916,709 |
|
|
- |
|
|
|
(2,917,000 |
) |
|
|
- |
|
Stock
option conversion |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
|
2,806,336 |
|
|
- |
|
|
|
- |
|
|
|
2,806,336 |
|
Net
loss |
|
- |
|
|
|
- |
|
|
- |
|
|
- |
|
|
1,650,198 |
|
|
- |
|
|
|
(36,778,281 |
) |
|
|
(35,128,083 |
) |
Balance, December 31, 2022 |
|
14,616 |
|
|
$ |
1 |
|
|
23,732,889 |
|
$ |
2,374 |
|
$ |
44,806,031 |
|
$ |
- |
|
|
$ |
(39,695,281 |
) |
|
$ |
5,113,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHF Holdings,
Inc. UNAUDITED CONSOLIDATED STATEMENTS OF
CASH FLOWS
|
Year ended December 31, |
|
2022 |
|
2021 |
CASH FLOWS FROM
OPERATING ACTIVITIES: |
|
|
|
|
|
Net (loss) / income |
$ |
(35,128,083 |
) |
|
$ |
3,286,887 |
|
Adjustments to reconcile net
income to net cash provided by operating activities: |
|
|
|
|
|
Depreciation expense |
|
202,302 |
|
|
|
1,921 |
|
Stock compensation expense |
|
2,806,336 |
|
|
|
- |
|
Interest expense |
|
802,797 |
|
|
|
- |
|
Provision for loan loss |
|
506,212 |
|
|
|
1,399 |
|
Deferred tax credit |
|
(9,252,893 |
) |
|
|
|
Change in fair value of warrant and forward purchase option
derivative liabilities |
|
41,380,339 |
|
|
|
- |
|
Changes in operating assets
and liabilities: |
|
|
|
|
|
Accounts receivable |
|
(653,425 |
) |
|
|
(293,355 |
) |
Contract assets |
|
(2,853 |
) |
|
|
- |
|
Prepaid expenses |
|
55,997 |
|
|
|
(3,468 |
) |
Forward purchase receivables |
|
1,379,285 |
|
|
|
- |
|
Accrued interest receivable |
|
(32,711 |
) |
|
|
(7,556 |
) |
Deferred underwriting payable |
|
(715,750 |
) |
|
|
- |
|
Other current assets |
|
(150,817 |
) |
|
|
- |
|
Accounts payable |
|
508,544 |
|
|
|
(64,900 |
) |
Accrued expenses |
|
17,550 |
|
|
|
37,742 |
|
Contract Liabilities |
|
(7,337 |
) |
|
|
- |
|
Security deposit |
|
(18,113 |
) |
|
|
- |
|
Deferred revenue |
|
- |
|
|
|
(12,287 |
) |
Net cash provided by operating activities |
|
1,697,380 |
|
|
|
2,946,383 |
|
|
|
|
|
|
|
CASH FLOWS USED IN
INVESTING ACTIVITIES: |
|
|
|
|
|
Purchase of property and equipment |
|
(17,318 |
) |
|
|
(5,920 |
) |
Change in loan receivable, net |
|
161,569 |
|
|
|
1,041,577 |
|
Acquisition of Abaca |
|
(3,041,680 |
) |
|
|
- |
|
Net cash provided by (used in) investing activities |
|
(2,897,429 |
) |
|
|
1,035,657 |
|
|
|
|
|
|
|
CASH FLOWS USED IN
FINANCING ACTIVITIES: |
|
|
|
|
|
Proceeds from reverse capitalization, net of transaction costs |
|
4,094,339 |
|
|
|
- |
|
Net change in parent funding, allocations, and distributions to
parent |
|
- |
|
|
|
(1,487,498 |
) |
Net cash provided by (used in) financing activities |
|
4,090,945 |
|
|
|
(1,487,498 |
) |
|
|
|
|
|
|
Net increase in cash and cash
equivalents |
|
2,894,290 |
|
|
|
2,494,542 |
|
Cash and cash equivalents -
beginning of period |
|
5,495,905 |
|
|
|
3,001,363 |
|
Cash and cash equivalents -
end of period |
$ |
8,390,195 |
|
|
$ |
5,495,905 |
|
|
|
|
|
|
|
Non-Cash
transactions: |
|
|
|
|
|
Shares issued for the
settlement of abaca acquisition |
$ |
8,105,911 |
|
|
$ |
- |
|
Operating lease right of use
assets recognized |
|
1,029,227 |
|
|
|
- |
|
Operating lease liabilities
recognized |
|
1,022,380 |
|
|
|
- |
|
Contribution of loan
receivable from Parent |
|
- |
|
|
|
1,185,691 |
|
|
|
|
|
|
|
|
|
SHF Holdings, Inc.
UNAUDITED Reconciliation of net income to
non-GAAP EBITDA and Adjusted EBITDA is as follows:
|
Year Ended December 31, |
|
|
2022 |
|
|
|
2021 |
|
Net (loss)/ income |
$ |
(35,128,083 |
) |
|
$ |
3,286,887 |
|
Interest expense |
|
802,797 |
|
|
|
- |
|
Depreciation |
|
189,275 |
|
|
|
1,921 |
|
Taxes |
|
(9,252,893 |
) |
|
|
- |
|
EBITDA |
|
(43,388,904 |
) |
|
|
3,288,808 |
|
|
|
|
|
Other adjustments – |
|
|
|
Loan loss provision |
|
506,212 |
|
|
|
1,399 |
|
Change in warrants and forward purchase derivatives |
|
41,380,339 |
|
|
|
- |
|
Deferred loan origination fees and costs |
|
(1,890 |
) |
|
|
- |
|
Stock option conversion |
|
2,806,336 |
|
|
|
- |
|
Adjusted EBITDA |
|
1,302,093 |
|
|
|
3,290,207 |
|
|
|
|
|
|
|
|
|
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.
UNAUDITED PRO FORMA BALANCE SHEET
STATEMENT POST IMPACT OF PCCU
SETTLEMENT
|
|
A |
|
|
B |
|
A+B |
|
|
December 31,2022 |
|
|
Adjustment |
|
December 31,2022 |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current
Assets: |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
8,390,195 |
|
|
$ |
- |
|
|
8,390,195 |
|
Accounts receivable – trade |
|
1,401,839 |
|
|
|
- |
|
|
1,401,839 |
|
Contract assets |
|
21,170 |
|
|
|
- |
|
|
21,170 |
|
Prepaid expenses – current portion |
|
175,585 |
|
|
|
- |
|
|
175,585 |
|
Accrued interest receivable |
|
40,266 |
|
|
|
- |
|
|
40,266 |
|
Short-term loans receivable, net |
|
51,300 |
|
|
|
- |
|
|
51,300 |
|
Other Current Assets |
|
150,817 |
|
|
|
- |
|
|
150,817 |
|
Total Current
Assets |
|
10,231,172 |
|
|
|
|
|
10,231,172 |
|
Long-term loans receivable, net |
|
1,250,691 |
|
|
|
- |
|
|
1,250,691 |
|
Property, plant and equipment, net |
|
49,614 |
|
|
|
- |
|
|
49,614 |
|
Operating lease right to use assets |
|
1,016,198 |
|
|
|
- |
|
|
1,016,198 |
|
Goodwill |
|
19,266,276 |
|
|
|
- |
|
|
19,266,276 |
|
Intangible assets, net |
|
10,621,087 |
|
|
|
- |
|
|
10,621,087 |
|
Deferred tax asset |
|
51,593,302 |
|
|
|
- |
|
|
51,593,302 |
|
Prepaid expenses – long term position |
|
712,500 |
|
|
|
- |
|
|
712,500 |
|
Forward purchase receivable |
|
4,584,221 |
|
|
|
- |
|
|
4,584,221 |
|
Security deposit |
|
17,795 |
|
|
|
- |
|
|
17,795 |
|
Total
Assets |
$ |
99,342,856 |
|
|
$ |
- |
|
|
99,342,856 |
|
LIABILITIES AND
PARENT-ENTITY NET INVESTMENT AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
Current
Liabilities: |
|
|
|
|
|
|
|
Accounts payable |
$ |
2,851,457 |
|
|
$ |
- |
|
|
2,851,457 |
|
Accrued expenses |
|
6,354,485 |
|
|
|
(4,911,074 |
) |
|
1,443,411 |
|
Contract liabilities |
|
996 |
|
|
|
|
|
996 |
|
Lease liabilities – current |
|
20,124 |
|
|
|
- |
|
|
20,124 |
|
Deferred Consideration – current portion |
|
14,359,822 |
|
|
|
- |
|
|
14,359,822 |
|
Due to seller - current portion |
|
25,973,017 |
|
|
|
(25,484,183 |
) |
|
488,834 |
|
Other current liabilities |
|
11,291 |
|
|
|
- |
|
|
11,291 |
|
Total Current
Liabilities |
|
49,571,192 |
|
|
|
(30,395,257 |
) |
|
19,175,935 |
|
Warrant liability |
|
666,510 |
|
|
|
- |
|
|
666,510 |
|
Deferred Consideration – long term portion |
|
2,747,592 |
|
|
|
- |
|
|
2,747,592 |
|
Forward purchase derivative liability |
|
7,309,580 |
|
|
|
- |
|
|
7,309,580 |
|
Due to seller – long-term portion |
|
30,976,783 |
|
|
|
(16,965,617 |
) |
|
14,011,166 |
|
Lease liabilities – long term |
|
1,008,109 |
|
|
|
- |
|
|
1,008,109 |
|
Deferred underwriter fee payable |
|
1,450,500 |
|
|
|
(900,500 |
) |
|
550,000 |
|
Indemnity liability |
|
499,465 |
|
|
|
- |
|
|
499,465 |
|
Total
Liabilities |
|
94,229,731 |
|
|
|
(48,261,374 |
) |
|
45,968,357 |
|
Commitment and
Contingencies |
|
|
|
|
|
|
|
Parent-Entity Net
Investment and Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible preferred stock,
$.0001 par value, 1,250,000 shares authorized, 14,616 shares issued
and outstanding on December 31, 2022, and no shares issued and
outstanding on December 31, 2021, respectively |
|
1 |
|
|
|
- |
|
|
1 |
|
Class A common stock, $.0001
par value, 130,000,000 shares authorized, 23,732,889 issued and
outstanding on December 31, 2022, and no shares issued and
outstanding on December 31, 2021, respectively |
|
2,374 |
|
|
|
1,120 |
|
|
3,494 |
|
Additional paid in
capital |
|
44,806,031 |
|
|
|
47,561,927 |
|
|
92,367,958 |
|
Retained earnings |
|
(39,695,281 |
) |
|
|
698,327 |
|
|
(38,996,954 |
) |
Parent-Entity Net
Investment |
|
- |
|
|
|
- |
|
|
- |
|
Total Parent-Entity Net
Investment and Stockholders’ Equity |
|
5,113,125 |
|
|
|
48,261,374 |
|
|
53,374,499 |
|
Total Liabilities and
Parent-Entity Net Investment and Stockholders’ Equity |
$ |
99,342,856 |
|
|
$ |
- |
|
|
99,342,856 |
|
|
|
|
|
|
|
|
|
|
|
|
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