What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-11-14 compared with 2022-09-14 · 202 added, 122 removed, 377 unchanged (46% of the section changed)

117 unchanged sentences

in prepayment of interest for the first year.

As of and through June 30, 2020, the Company classified its investment in Sharing Services

(“SHRG”), a publicly traded company, as marketable equity security and measured it at fair value with gains

and losses recognized in other income.

In July 2020, through continued acquisition of common stock, as detailed below, the Company obtained

greater than 20% ownership of SHRG, and thus has the ability to exercise significant influence over it.

During the quarter ended September

30, 2020, the Company began to account for its investment in SHRG using the equity method in accordance with ASC Topic 323, Investments—Equity

Method and Joint Ventures recognizing our share of SHRG’s earnings and losses within our consolidated statement of operations.

Through a series of transactions, DSS increased its ownership of voting shares in SHRG to approximately 58% on December 23, 2021.

58% ownership of SHRG meets the definition of a business with inputs, processes, and outputs, and therefore, the Company has concluded

to account for this transaction in accordance with the acquisition method of accounting under Topic 805 and began consolidating the financial

results of SHRG as of December 31, 2021.

On January 24, 2022, the Company exercised 50,000,000 warrants received as part of a consulting

agreement with SHRG at the exercise price of $0.0001, bring its ownership percentage of voting shares to approximately 65%.

via three (3) of the Company’s existing board members, currently holds four (4) of the five (5) SHRG board of director seats.

John “JT” Thatch, DSS’s Lead Independent Director and as well the CEO of SHRG is on the SHRG Board, along with Mr.

Heng Fai Ambrose Chan, DSS’s Executive Chairman of the board of directors (joined the SHRG Board effective May 4, 2020), and Mr.

As of and through September 30, 2020, the Company classified its investment in Sharing

Services Global Corp.

(“SHRG”), a publicly traded company, as marketable equity security and measured it at fair value with

gains and losses recognized in other income.

In July 2020, through continued acquisition of common stock, as detailed below, the Company

obtained greater than 20% ownership of SHRG, and thus has the ability to exercise significant influence over it.

During the quarter ended

September 30, 2020, the Company began to account for its investment in SHRG using the equity method in accordance with ASC Topic 323,

Investments—Equity Method and Joint Ventures recognizing our share of SHRG’s earnings and losses within our consolidated

statement of operations.

Through a series of transactions, DSS increased its ownership of voting shares in SHRG to approximately 58%

on December 23, 2021.

The 58% ownership of SHRG meets the definition of a business with inputs, processes, and outputs, and therefore,

the Company has concluded to account for this transaction in accordance with the acquisition method of accounting under Topic 805 and

began consolidating the financial results of SHRG as of December 31, 2021.

On January 24, 2022, the Company exercised 50,000,000 warrants

received as part of a consulting agreement with SHRG at the exercise price of $0.0001, bring its ownership percentage of voting shares

to approximately 65%.

The Company, via three (3) of the Company’s existing board members, currently holds four (4) of the five

(5) SHRG board of director seats.

John “JT” Thatch, DSS’s Lead Independent Director and as well the CEO of SHRG

is on the SHRG Board, along with Mr.

Heng Fai Ambrose Chan, DSS’s Executive Chairman of the board of directors (joined the SHRG

Board effective May 4, 2020), and Mr.

Heuszel, the CEO of the Company (joined the SHRG Board effective September 29, 2020).

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with Puradigm.

The outstanding principal and interest as of September 30, 2022 and December 31, 2021, approximated $5,333,000

and $5,081,000, respectively, which is included in Current portion of notes receivable on the accompanying consolidated balance sheet.

June 18, 2021, AMRE Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE financed the purchase of a 40,000 square foot, 2.0

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the sale-purchase agreement for this facility, is a $1,500,000 earnout due to the seller if certain criteria are met.

As of June 30,

As of September

30, 2022, no liability has been recorded for this earnout as management determined it is currently remote.

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their portfolios, and meet their individual investing goals.

April 7th, 2021, the Company entered into a transfer and assignment agreement (“RIA Agreement”) between DSS Securities, Inc.

April 7, 2021, the Company entered into a transfer and assignment agreement (“RIA Agreement”) between DSS Securities, Inc.

(“DSSS”) and AmericaFirst Capital Management, LLC (“Advisor”), a California limited liability company and the

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rendered in its role as RIA, the Trust shall pay a fee for each fund calculated as a percentage of the average daily net assets.

$600,000 consideration given is recorded as an Other intangible asset, net on the Consolidated Balance Sheet at June 30, 2022.

RIA Agreement has no defined period, this asset has been deemed an infinite life asset and no amortization has been taken.

$600,000 consideration given is recorded as an Other intangible asset, net on the Consolidated Balance Sheet at September 30, 2022.

the RIA Agreement has no defined period, this asset has been deemed an infinite life asset and no amortization has been taken.

November 4, 2021, AMRE LifeCare Portfolio, LLC.

(“AMRE LifeCare”), a subsidiary of AMRE, acquired three medical facilities

located in Fort Worth, Texas, Plano, Texas, and Pittsburgh, Pennsylvania for a purchase price of $62,000,000.

In accordance with Topic

805, the acquisition of the medical facility has been determined to be an acquisition of assets as substantially all of the fair value

of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets.

These assets are

classified as investments, real estate on the consolidated balance sheet.

The purchase price has been allocated as $32,100,000, $12,100,000,

and $1,500,000 for the facility, land and site improvements respectively.

Also include in the value of the property is $16,321,000 of

intangible assets with estimated useful lives ranging from 1 to 11 years.

All assets were allocated on a relative fair value basis.

December 21, 2021, AMRE Winter Haven, LLC.

(“AMRE Winter Haven”), a subsidiary of AMRE, acquired a medical facility located

in Winter Haven, Florida for a purchase price of $4,500,000.

In accordance with Topic 805, the acquisition of the medical facility has

been determined to be an acquisition of assets as substantially all of the fair value of the gross assets acquired is concentrated in

a single identifiable asset or a group of similar identifiable assets.

These assets are classified as investments, real estate on the

consolidated balance sheet.

The purchase price has been approximately allocated as $3,200,000, $1,000,000, and $222,000 for the facility,

land and site and tenant improvements respectively.

Also include in the value of the property is $29,000 of intangible assets with an

estimated useful life of approximating 5 years.

All assets were allocated on a relative fair value basis.

December 23, 2021, DSS purchased 50,000,000 shares at $0.06 per share of Sharing Services Global Corporation (“SHRG”) via

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On January 24, 2022, the Company exercised 50,000,000 warrants received as part of a consulting agreement with SHRG at the exercise

price of $0.0001, bring its ownership percentage of voting shares to approximately 65%.

price of $0.0001, bringing its ownership percentage of voting shares to approximately 65%.

SHRG aims to build shareholder value by developing

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by OTC Markets Group Inc.

On May 17, 2022, the shareholders

of the Company approved the acquisition of 62,122,908 shares of True Partners Capital Holdings Limited (“True Partners”),

a company publicly traded on the Hong Kong stock exchange in exchange for 17,570,948 shares of DSS stock.

The True Partner shares were

acquired from Alset EHome International, Inc.

May 17, 2022, the shareholders of the Company approved the issuance of up to 21,366,177 Shares our Common Stock to Alset International

Limited (“Alset International”), a related party, to purchase the Convertible Promissory Note issued by American Medical

with a principal amount of $8,350,000 and accrued but unpaid interest of $367,400 through May 15, 2022.

This transaction was

finalized in July 2022.

May 17, 2022, the shareholders of the Company approved the acquisition of 62,122,908 shares of True Partners Capital Holdings Limited

(“True Partners”), a company publicly traded on the Hong Kong stock exchange in exchange for 17,570,948 shares of DSS stock.

The True Partner shares were acquired from Alset EHome International, Inc.

(“Alset EHome”), a related party.

Heng Fai Ambrose Chan, our director and

Executive Chairman, is also Chairman of the Board, Chief Executive Officer, and the largest beneficial owner of the outstanding shares

of Alset EHome.

Ambrose Chan, our director and Executive Chairman, is also Chairman of the Board, Chief Executive Officer, and the largest beneficial

owner of the outstanding shares of Alset EHome.

This transaction was completed with the transfer of DSS share to Alset EHome on July

1, 2022 with the issuance of DSS shares, which were valued at $0.34 per share, to Alset EHome.

On August 25, 2022, DSS PureAir, a subsidiary of the Company finalized

an asset purchase agreement with Celios Corporation (“Celios”) to acquire inventory, patents associated with that inventory,

and other intangible assets from Celios for $900,000.

In accordance with Topic 805, the acquisition of the inventory and related patents

acquired has been determined to be an acquisition of assets as substantially all of the fair value of the gross assets acquired is concentrated

in a single identifiable asset or a group of similar identifiable assets.

The inventory acquired was valued at $491,000, while the related

patents were valued at $340,000 with an estimated remaining useful life of 20 years.

five reporting segments are as follows:

Packaging Corporation provides custom packaging services and serves clients in the pharmaceutical, nutraceutical, consumer goods, beverage,

specialty foods, confections, photo packaging and direct marketing industries, among others.

The group also provides active and intelligent

packaging and document security printing services for end-user customers.

In addition, the division produces a wide array of printed

materials, such as folding cartons and paperboard packaging, security paper, vital records, prescription paper, birth certificates, receipts,

identification materials, entertainment tickets, secure coupons and parts tracking forms.

The division also provides resources and production

equipment for our ongoing research and development of security printing, brand protection, consumer engagement and related technologies.

Premier is nearing completion of its facility expansion with operations expected to begin at the new 105,000 sq.

facility in early

Premier Packaging Corporation provides custom packaging services and serves clients in the pharmaceutical, nutraceutical,

consumer goods, beverage, specialty foods, confections, photo packaging and direct marketing industries, among others.

The group also

provides active and intelligent packaging and document security printing services for end-user customers.

In addition, the division produces

a wide array of printed materials, such as folding cartons and paperboard packaging, security paper, vital records, prescription paper,

birth certificates, receipts, identification materials, entertainment tickets, secure coupons and parts tracking forms.

also provides resources and production equipment for our ongoing research and development of security printing, brand protection, consumer

engagement and related technologies.

Premier is nearing completion of its facility expansion with operations expected to begin at the

new 105,000 sq.

facility in early March 2022.

over 25 years, Premier has been a market leader in providing solutions for paperboard packaging from consumer retail packaging and heavy

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beauty and skin care products, and other wellness products.

of operations for the six and three months ended June 30, 2022, as compared to the six and three months ended June 30, 2021.

of operations for the three and nine months ended September 30, 2022, as compared to the three and nine months ended September 30, 2021.

discussion should be read in conjunction with the financial statements and footnotes contained in this Quarterly Report and in our Annual

Report on Form 10-K for the year ended December 31, 2021.

Report on Form 10-K and 10K/A for the year ended December 31, 2021.

months ended September 30, 2022

months ended September 30, 2021

months ended September 30, 2022

months ended September 30, 2021

investment income

For the three and six months ended

June 30, 2022, total revenue increased 181% and 178% respectively, as compared to the three and six months ended June 30, 2021.

from the sale of Printed products decreased 20% and 5% during the three and six months ended June 30, 2022, as compared to the same period

in 2021, primarily due efforts to meet customer demands after manufacturing down time that occurred during Q1 2022 related to relocating

Premier’s manufacturing plant during Q1 2022.

Rental income, and Net investment income of $1,508,000, and $166,000 respectively, for the three months ended June 30, 2022 and $3,171,000, and $295,000, respectively for the six months

ended June 30, 2022, represent new revenue streams for the Company and are associated with our Securities and Commercial Lending business

The Company’s Direct Marketing revenues increased 650% and 818% for the three and six months ended June 30, 2022 as compared

to 2021 due primarily to the increase sales in our Asian markets, and the inclusion of SHRG revenue for the period January 1, 2022, to

June 30, 2022.

Three months ended June 30, 2022

Three months ended June 30, 2021

Six months ended June 30, 2022

Six months ended June 30, 2021

Cost of revenue, inclusive of depreciation and amortization

the three and nine months ended September 30, 2022, total revenue increased 160% and 172% respectively, as compared to the three and

nine months ended September 30, 2021.

Revenues from the sale of Printed products increased 47% and 19% during the three and nine

months ended September 30, 2022, as compared to the same period in 2021, primarily due to efforts to meet customer demands after

manufacturing down time that occurred during Q1 2022 related to relocating Premier’s manufacturing plant during Q1 2022.

Rental income increased 707% and 2430% for the three and nine months ended September 30, 2022 as compared to the same period in 2021

as it represented new revenue stream beginning in June 2021.

Net investment income of $370,000 and $644,000 for the three and nine

months ended represents a new revenue stream beginning in September 2021 for the Company associated with our Commercial Lending

business segment.

The Company’s Direct Marketing revenues increased 411% and 653% for the three and nine months ended

September 30, 2022 as compared to 2021 due primarily to the increase sales in our Asian markets, and the inclusion of SHRG revenue

for the period January 1, 2022, to September 30, 2022.

months ended September 30, 2022

months ended September 30, 2021

months ended September 30, 2022

months ended September 30,2021

Cost of revenue, inclusive of depreciation

and amortization

Sales, general and administrative compensation

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Other operating expenses

Total costs and expenses

of revenue, inclusive of depreciation and amortization includes all direct costs of direct marketing and printed products

revenues, including materials, direct labor, transportation, manufacturing facility costs and depreciation.

Costs of goods sold

increased 137% and 145% for the three and six months ended June 30, 2022, respectively as compared to the same periods in 2021.

increase is driven primarily by an increase in depreciation and amortization associated with assets acquired by our REIT line of

business as well as increases in manufacturing costs associated with the products sold as part of our Direct Marketing, and

Packaging and Printing segments, in particular, increases in freight, paper, and overhead costs.

Sales, general and administrative

compensation costs, excluding stock-based compensation, increased 72% and 81% for the three and six months ended June 30, 2022 as

compared to the same periods in 2021 primarily due to additional head count associated with the inclusion of SHRG compensation costs for

the beginning on January 1, 2022.

Professional fees increased

84% and 59%, during the three and six months ended June 30, 2022, as compared to the same periods in 2021 respectively, primarily due

to an increase in legal fees associated with the direct marketing segment, accounting fees, and due diligence fees related to potential

acquisitions.

Stock based compensation

includes expense charges for all stock-based awards to employees, directors and consultants.

Such awards include option grants, warrant

grants, and restricted stock awards.

Stock based compensation decreased 100% and 127% during the three and six months ended June 30, 2022,

as compared to the same periods in 2021 respectively, driven by the expiration of options awarded to employees no longer with the Company.

Sales and marketing which

include internet and trade publication advertising, travel and entertainment costs, sales-broker commissions, and trade show participation

Sales and marketing increased 233% and 336% during the three and six months ended June 30, 2022 as compared to the same periods

in 2021 respectively, is a result of the commissions paid to brokers associated with the Company’s Direct Marketing segment, and

in particular, the inclusion of SHRG financial results for the three and six months ended June 30, 2022.

Rent and utilities increased

151% and 212% during the three and six months ended June 30, 2022, as compared to the same period in 2021 respectively, primarily due

to a new facility lease in Houston, Texas started during the first quarter of 2021 as well as Premier Packaging’s leased facility

beginning in March 2022.

Research and development

costs decreased 2% and 18% during the three and six months ended June 30, 2022, as compared to the same period in 2021 respectively, due

to a decrease in such activities at our Impact Biomedical, Inc.

Other operating expenses consist

primarily of equipment maintenance and repairs, office supplies, IT support, and insurance costs.

During the three and six months ended

June 30, 2022, other operating expenses increased 67% and 60% as compared to the same period in 2021 respectively, due to increased software

costs associated with enhancements to the Company’s ERP system as well as new software implement as part of the Company’s

Direct Marketing segment and increased D&O insurance premiums.

costs and expenses

of revenue, inclusive of depreciation and amortization includes all direct costs of direct marketing and printed products revenues,

including materials, direct labor, transportation, manufacturing facility costs and depreciation.

Costs of goods sold increased 234%

and 175% for the three and nine months ended September 30, 2022, respectively as compared to the same periods in 2021.

This increase

is driven primarily by an increase in depreciation and amortization associated with assets acquired by our REIT line of business as well

as increases in manufacturing costs associated with the products sold as part of our Direct Marketing, and Packaging and Printing segments,

in particular, increases in freight, paper, and overhead costs.

general and administrative compensation costs, excluding stock-based compensation, increased 115% and 111% for the three and nine months

ended September 30, 2022 as compared to the same periods in 2021 primarily due to additional head count associated with the inclusion

of SHRG compensation costs for the beginning on January 1, 2022.

fees increased 134% and 86%, during the three and nine months ended September 30, 2022, as compared to the same periods in 2021 respectively,

primarily due to an increase in legal fees associated with the direct marketing segment, accounting fees, and due diligence fees related

to potential acquisitions.

based compensation includes expense charges for all stock-based awards to employees, directors and consultants.

Such awards include

option grants, warrant grants, and restricted stock awards.

Stock based compensation decreased 100% and 90% during the three

and nine months ended September 30, 2022, as compared to the same periods in 2021 respectively, driven by the expiration of options awarded

to employees no longer with the Company.

and marketing which include internet and trade publication advertising, travel and entertainment costs, sales-broker commissions,

and trade show participation expenses.

Sales and marketing increased 193% and 261% during the three and nine months ended September 30,

2022 as compared to the same periods in 2021 respectively, is a result of the commissions paid to brokers associated with the Company’s

Direct Marketing segment, and in particular, the inclusion of SHRG financial results for the three and nine months ended September 30,

and utilities increased 602% and 261% during the three and nine months ended September 30, 2022, as compared to the same period in

2021 respectively, primarily due to a new facility lease in Houston, Texas started during the first quarter of 2021 as well as Premier

Packaging’s leased facility beginning in March 2022.

and development costs increased 74% and 9% during the three and nine months ended September 30, 2022, as compared to the same period

in 2021 respectively, due to a increase in such activities at our Impact Biomedical, Inc.

operating expenses consist primarily of equipment maintenance and repairs, office supplies, IT support, and insurance costs.

the three and nine months ended September 30, 2022, other operating expenses increased 15% and decreased 10% as compared to the same

period in 2021 respectively, due to increased software costs associated with enhancements to the Company’s ERP system as well as

new software implement as part of the Company’s Direct Marketing segment and increased D&O insurance premiums.

Income (Expense)

months ended September 30, 2022

months ended September 30, 2021

months ended September 30, 2022

months ended September 30,2021

Interest Income

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Other Income (expense)

Gain (loss) on investments

Loss on equity method investment

Loss on investments

(14,302,000 )

(10,479,000 )

(10,894,000 )

Gain/(loss) on equity method investment

Gain/(Loss) on extinguishment of debt

Gain on disposal of operations, net of taxes

Total other income

Gain on disposal of

operations, net of taxes

$ (10,618,000 )

$ (2,754,000 )

$ (7,119,000 )

$ (9,786,000 )

income is recognized on the Company’s money markets, and a portion of notes receivable, identified in Note 4.

expense for the six months ended June 30, 2022 is driven by the impairment of investments

and notes receivables for SHRG approximating $1,745,000.

Interest expense increased

14% and 1090% during the three and six months ended June 30, 2022, as compared to the same period in 2021, due to

increasing debt balances, in particular within our REIT business line.

income (expense) for the nine months ended September 30, 2022 is driven by the impairment of investments and notes receivables for

SHRG approximating $1,745,000, offset by income tax benefits at SHRG approximating $4,109,000

expense increased 1855% and 1241% during the three and nine months ended September 30, 2022, as compared to the same period in 2021,

due to increasing debt balances, in particular within our REIT business line.

on investments consists of net realized losses on marketable securities which are recognized as the difference between the purchase

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on equity method investment is the Company’s prorated portion of earnings on its investments treated under the equity method

of account for the three and six months ended June 30, 2022.

of account for the three and nine months ended September 30, 2022.

on extinguishment of debt consists of funds received by AAMI in April 2020, by the SBA Paycheck Protection Program of $116,000.

of January 8, 2021, this note was forgiven in full.

Also, during the three months ended June 30, 2022, SHRG’s $110,000 SBA Paycheck

Protection Program was forgiven in full.

Also, during the nine months ended September 30, 2022, SHRG’s $110,000 SBA

Paycheck Protection Program was forgiven in full.

on sale of assets is driven by the Company’s gain on the sale of Premier’s manufacturing facility in Victor, NY, as well

as other capital assets.

Loss from continuing operations

Loss from Continuous Operations

months ended September 30, 2022

months ended September 30, 2021

months ended September 30, 2022

months ended September 30,2021

from continuing operations

$ (24,801,000 )

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$ (39,161,000 )

$ (21,462,000 )

from discontinued operations, net of tax

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$ (39,161,000 )

For the three and six months ended

June 30, 2022, the Company recorded net losses of $5,410,000 and $14,361,000, respectively as compared to net losses of $8,646,000 and

$12,658,000, respectively for June 30, 2021.

The decrease in net loss during the three and six months ended June 30, 2022, as compared

to the same periods in 2021 primarily reflect the performance of Company investments.

$ (19,333,000 )

the three and nine months ended September 30, 2022, the Company recorded net losses of $24,801,000 and $39,161,000, respectively

as compared to net losses of $6,675,000 and $21,462,000, respectively for September 30, 2021.

The increase in net loss during the three

and nine months ended September 30, 2022, as compared to the same periods in 2021 primarily reflect the performance of Company investments.

AND CAPITAL RESOURCES

Company has historically met its liquidity and capital requirements primarily through the sale of its equity securities and debt financings.

As of June 30, 2022 the Company had cash of approximately $42.4 million.

As of June 30, 2022, the Company believes that it has sufficient

cash to meet its cash requirements for at least the next 12 months from the filing date of this Annual Report.

In addition, the Company

believes that it will have access to sources of capital from the sale of its equity securities and debt financings.

As of September 30, 2022 the Company had cash of approximately $22.8 million.

As of September 30, 2022, the Company believes that it

has sufficient cash to meet its cash requirements for at least the next 12 months from the filing date of this Annual Report.

the Company believes that it will have access to sources of capital from the sale of its equity securities and debt financings.

Cash Flow from Operating Activities

Net cash used in operating activities

was $23,251,000 for the nine months ended September 30, 2022 as compared to $12,448,000 for the nine months ended September 30, 2021.

This increase is driven by an increase in net loss of $4,833,000 as well as an increase in accounts receivable of $4,146,000.

Cash Flow from Investing Activities

Net cash used in investing activities

was $17,816,000 for the nine months ended September 30, 2022 as compared to $53,215,000 for the nine months ended September 30, 2021.

During the nine months ended September 30, 2022, we purchased $1,349,000 in property, plant, and equipment, purchased $14,254,000 in marketable

securities, and issued $4,687,000 in new notes receivable.

This was offset by cash received on the disposal of assets approximating $2,557,000.

Cash Flow from Financing Activities

Net cash provided from financing activities was $7,317,000 for the nine months ended September

30, 2022 as compared to $126,760,000 for the nine months ended September 30, 2021.

During the nine months ended September 30, 2022, we

borrowed $6,360,00 of long-term debt, had new issuances of common stock in the amount of $1,518,000.

This was offset by payments of debt

Sheet Arrangements

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There have been

no material changes to such critical accounting policies as of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

no material changes to such critical accounting policies as of the Quarterly Report on Form 10-Q for the quarter ended September 30,

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis