What changed in this filing

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Item 1. Financial Statements

2024-08-13 compared with 2024-05-14 · 468 added, 351 removed, 819 unchanged (50% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

March 31, 2024

June 30, 2024

December 31, 2023

Current assets:

Cash and cash

Cash and cash equivalents

Accounts receivable, net

Assets held for sale

Current portion of notes

expenses and other current assets

Current portion of notes receivable

Prepaid expenses and other current assets

Total current assets

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Right-of-use assets

Other intangible assets,

Other intangible assets, net

$ 144,448,000

$ 153,192,000

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Accrued expenses and deferred

Accrued expenses and deferred revenue

Other current liabilities

Current portion of lease

portion of long-term debt, net

Current portion of lease liability

Current portion of long-term debt, net

Total current liabilities

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Long term lease liability

Commitments and contingencies

Commitments and contingencies (Note 11)

Stockholders’ equity

Preferred stock, $ 0.02 par

Preferred stock, $ .02 par value;

47,000 shares authorized, zero shares issued and outstanding ( zero on December 31, 2023);

Liquidation value $ 1,000 per share,

zero aggregate.

Liquidation value $ 1,000 per share, zero aggregate.

zero on December 31, 2023).

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Additional paid-in capital

Accumulated deficit

( 264,930,000 )

( 256,176,000 )

stockholders’ equity

Non-controlling

interest in subsidiaries

stockholders’ equity

liabilities and stockholders’ equity

Total stockholders’ equity

Non-controlling interest in subsidiaries

Total stockholders’ equity

Total liabilities and stockholders’ equity

$ 144,448,000

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the Three Months Ended

the Six Months Ended

Printed products

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Direct marketing

Commission revenue

Total revenue

Costs and expenses:

Cost of revenue

general and administrative

Selling, general and administrative

Total costs and expenses

Operating loss

( 4,935,000 )

( 6,450,000 )

Other income (expense):

( 9,616,000 )

( 12,125,000 )

Interest income

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Interest expense

Loss on equity method investment

Foreign Currency Translation

Gain/(loss) on equity method

Loss on investments

( 27,922,000 )

for loan losses

Loss from operations before

( 30,790,000 )

Provision for loan losses

( 3,757,000 )

Income tax loss

( 3,757,000 )

Gain on sale of assets

from continuing operations before income taxes

( 5,142,000 )

from operations attributed to noncontrolling interest

loss attributable to DSS common stockholders

( 37,723,000 )

( 10,226,000 )

Loss per common share:

Shares used in computing

( 46,357,000 )

Income tax benefit

$ ( 4,954,000 )

$ ( 37,723,000 )

$ ( 10,063,000 )

$ ( 46,357,000 )

(gain) from continuing operations attributed to noncontrolling interest

attributable to common stockholders

$ ( 4,683,000 )

$ ( 37,923,000 )

$ ( 8,754,000 )

$ ( 45,959,000 )

Loss per common share:

used in computing loss per common share:

accompanying notes to the condensed consolidated financial statements.

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Consolidated Statements of Cash Flows

the Three Months Ended March 31,

Cash flows from operating

the Six Months Ended June 30,

Cash flows from operating activities:

Loss from continuing operations

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$ ( 46,357,000 )

Adjustments to reconcile

loss from continuing operations to net cash used by operating activities:

Adjustments to reconcile loss from continuing operations to net cash used by operating activities:

Depreciation and amortization

Loss on equity method investment

Loss on investments

Stock based compensation

Loss (income) on equity method investment

Gain on investments

Change in ROU assets

Gain on sale of assets

Provision for loan losses

Decrease (increase) in

Decrease (increase) in assets:

Accounts receivable

Prepaid expenses and other

current assets

Increase (decrease) in

Prepaid expenses and other current assets

Increase (decrease) in liabilities:

Accounts payable

( 3,846,000 )

Accrued expenses

( 15,958,000 )

Change in ROU liabilities

Net cash used by operating

ROU liabilities

( 1,052,000 )

Other liabilities

Net cash used by operating activities - continuing operations

( 5,574,000 )

Cash flows from investing

Purchase of property, plant

and equipment

( 18,083,000 )

Net cash used by operating activities - held for sale

( 1,632,000 )

Net cash used by operating activities

( 5,574,000 )

( 19,715,000 )

Cash flows from investing activities:

Purchase of property, plant and equipment

Purchase of investment

Disposal of property, plant

and equipment

Change in equity investment

Disposal of property, plant and equipment

Sale of marketable securities

received on notes receivable

Payments received on notes receivable

Net cash provided by investing activities

Cash flows from financing

Cash flows from financing activities:

Payments of long-term debt

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( 5,519,000 )

of long-term debt

Net cash used by financing activities

Borrowings of long-term debt

Net cash provided (used) by financing activities

( 2,918,000 )

Net increase (decrease)

Net increase (decrease) in cash - continuing operations

( 7,625,000 )

and cash equivalents at beginning of period

and cash equivalents at end of period

Net increase (decrease) in cash - held for sale

( 1,632,000 )

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

accompanying notes to the condensed consolidated financial statements.

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Consolidated Statements of Changes in Stockholders’ Equity

controlling Interest in

in Subsidiary

Balance, December

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$ 156,681,000

( 8,035,000 )

Stock based payments

Deconsolidation of Sharing

( 45,959,000 )

Balance, March 31,

( 46,357,000 )

Balance, June 30, 2023

$ 320,033,000

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( 10,063,000 )

( 1,037,000 )

( 5,109,000 )

Balance, March 31,

$ 319,963,000

$ ( 260,248,000 )

Balance, June 30, 2024

$ 319,963,000

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accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments, unless

otherwise indicated) necessary to present fairly our consolidated financial position as of March 31, 2024 and December 31, 2023, and

the results of our consolidated operations for the interim periods presented.

otherwise indicated) necessary to present fairly our consolidated financial position as of June 30, 2024 and December 31, 2023, and the

results of our consolidated operations for the interim periods presented.

We follow the same accounting policies when preparing quarterly

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this distribution, DSS owned approximately 81 % of the issued and outstanding common shares of SHRG.

a result, SHRG, whose operations represented a significant portion of our Direct Marketing segment, was deconsolidated from our consolidated

financial statements effective as of May 1, 2023 (the “Deconsolidation”).

The consolidated statement of operations for the

fiscal quarter ended September 30, 2023, therefore includes one month of activity related to SHRG prior to the Deconsolidation.

to April 30, 2023 the assets and liabilities of SHRG are no longer included within our consolidated balance sheets.

Any discussions related

to results, operations, and accounting policies associated with SHRG refer to the periods prior to the Deconsolidation.

As a result, SHRG, whose operations

represented a significant portion of our Direct Marketing segment, was deconsolidated from our consolidated financial statements effective

as of May 1, 2023 (the “Deconsolidation”).

The consolidated statement of operations for the fiscal quarter ended September

30, 2023, therefore includes one month of activity related to SHRG prior to the Deconsolidation.

Subsequent to April 30, 2023 the assets

and liabilities of SHRG are no longer included within our consolidated balance sheets.

Any discussions related to results, operations,

and accounting policies associated with SHRG refer to the periods prior to the Deconsolidation.

Deconsolidation, we recognized a loss before income taxes of approximately $ 29,196,000 which is recorded within gain/loss investments

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credit losses.

On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for credit losses

based upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current

On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for credit losses based

upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current

credit conditions.

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abilities to pay.

March 31, 2024, and December 31, 2023, the Company established a reserve for credit losses of approximately $ 2,492,000 and $ 2,494,000 ,

June 30, 2024, and December 31, 2023, the Company established a reserve for credit losses of approximately $ 2,500,000 and $ 2,494,000 ,

respectively.

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Concentration

of Credit Risk - The Company maintains its cash

in bank deposit accounts, which at times may exceed federally insured limits.

The Company believes it is not exposed to any significant

credit risk because of any non-performance by the financial institutions.

As of March 31, 2024, one customers accounted for approximately

of our consolidated revenue.

As of March 31,

2024, one customers accounted for approximately 44 %

of our trade accounts receivable balance.

As of December 31, 2023, two customers accounted for approximately 20 %

of our consolidated revenue and 39 %

of Credit Risk - The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits.

The Company believes it is not exposed to any significant credit risk because of any non-performance by the financial institutions.

of June 30, 2024, one customers accounted for approximately 24 % of our consolidated revenue and one customers accounted for approximately

39 % of our trade accounts receivable balance.

As of March 31, 2024 and 2023, one vendor accounted for approximately 16 % and 11 %, respectively, of our cost of revenue.

of June 30, 2023, two customers accounted for approximately 19 % and 5 % of our consolidated revenue and these two customers accounted

for approximately 55 % and 14 % of our consolidated trade accounts receivable balance.

of December 31, 2023, two customers accounted for approximately 20 % and 11 % of our consolidated revenue and 39 % and 30 % of our trade

accounts receivable balance.

the six months ended of June 30, 2024 one vendor accounted for approximately 12 %

of our cost of revenue and for the six months ended June 30, 2023, another vendor accounted for approximately 14 % of our cost of revenue.

receivable, unearned interest, and related recognition - The Company records all future payments of principal and interest on

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An allowance for obsolescence of approximately $ 30,000 and $ 18,000 associated with the inventory at our Premier subsidiary

for March 31, 2024, and December 31, 2023, respectively.

for June 30, 2024, and December 31, 2023, respectively.

Write-downs and write-offs are charged to cost of revenue.

in real estate, net – Acquisition of assets are recorded at their relative fair value based on total accumulated costs

of the acquisition.

in real estate, net – Acquisition of assets are recorded at their relative fair value based on total

accumulated costs of the acquisition.

Direct acquisition-related costs are capitalized as a component of the acquired assets.

This includes all costs related

to finding, analyzing and negotiating a transaction.

The allocation of the purchase price is an area that requires judgment and significant

Tangible and intangible assets include land, building and improvements, furniture, fixtures and equipment, acquired above

market and below market leases, in-place lease value (if applicable).

Acquisition-date fair values of assets and assumed liabilities

are determined based on replacement costs, appraised values, and estimated fair values using methods similar to those used by independent

appraisers and that use appropriate discount and/or capitalization rates and available market information.

Depreciation and amortization

is computed using the straight-line method over the estimated useful lives of the assets.

During 2023, the land and buildings related

to AMRE LifeCare and AMRE Winter Haven were reclassified to Assets held for sale.

held for sale – The Company has several buildings and the associated land they occupy for sale as of March 31, 2024 and

includes all costs related to finding, analyzing and negotiating a transaction.

The allocation of the purchase price is an area that

requires judgment and significant estimates.

Tangible and intangible assets include land, building and improvements, furniture,

fixtures and equipment, acquired above market and below market leases, in-place lease value (if applicable).

Acquisition date fair

values of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated fair values

using methods similar to those used by independent appraisers and that use appropriate discount and/or capitalization rates and

available market information.

Depreciation and amortization is computed using the straight-line method over the estimated useful

lives of the assets.

During 2023, the land and buildings related to AMRE LifeCare and AMRE Winter Haven were reclassified to Assets

held for sale.

held for sale – The Company has several buildings and the associated land they occupy for sale as of June 30, 2024 and

December 31, 2023.

These consist of primarily of retail space in Lindon, Utah approximating $ 5,593,000 and the medical facilities associated

with AMRE LifeCare of approximately $ 41,570,000 and AMRE Winter Haven of approximately $ 4,396,000 , and $ 65,000 of other assets.

These consist of primarily of retail space in Lindon, Utah approximating $ 5,593,000 (sale of this building was finalized

during Q2 2024) and the medical facilities associated with AMRE LifeCare of approximately $ 41,570,000 and AMRE Winter Haven of approximately

$ 4,396,000 , and $ 65,000 of other assets.

Assets - The estimated fair values of acquired intangibles are generally determined based upon future economic benefits such

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intangible assets for AMRE Lifecare and AMRE Winter Haven.

No circumstances or events have occurred since the most recent analysis that

would indicate the need for an impairment is needed for the six months ended June 30, 2024.

– Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities

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of approximately $ 29,744,000 , and $ 1,234,000 respectively, were deemed impaired and written off at December 31,

No circumstances or events have occurred since the most recent analysis that would indicate the need for an impairment

is needed for the three months ended March 31, 2024.

No circumstances or events have occurred since the most recent analysis that would indicate the need for an impairment is needed

for the six months ended June 30, 2024.

of Long-Lived Assets and Goodwill - The Company monitors the carrying value of long-lived assets for potential impairment and

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For the three months ended

March 31, 2023 potential dilutive instruments include options of 5,000 shares.

For the three months ended March 31, 2024, potential dilutive

June 30, 2023, potential dilutive instruments included options of 3,333 .

For the three months ended June 30, 2024, potential dilutive

instruments was 0 .

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the past two years.

from its $ 9.3 million in cash as of March 31, 2024, the

Company believes it can continue as a going concern, due to its ability to generate operating cash through the sale of its $ 8.5

million of Marketable Securities, and the anticipated receipts of principal and interest on its Notes receivable of approximately

$ 723,000 through December

The Company has also taken steps to sell its real estate holdings in Utah, as well as the assets of AMRE LifeCare located

in Texas, Pennsylvania, and Florida.

These properties approximate $ 51.6

million in assets and are identified on the accompanying balance sheet as Held for sale.

In addition, the Company has taken steps,

and will continue to take measures, to materially reduce the expenses and cash burn at all corporate and business line levels.

Although there are no assurances, we believe the above would allow us to fund our nine business lines current and planned operations

for the twelve months from the filing date of this Annual Report.

Based on this, the Company has concluded that substantial doubt of

its ability to continue as a going concern has been alleviated.

from its $ 10.7 million in cash as of June 30, 2024, the Company believes it can continue as a going concern, due to its ability to generate

operating cash through the sale of its $ 9.6 million of Marketable Securities.

The Company has also taken steps to sell its real estate

holdings assets of AMRE LifeCare and Winter Haven located in Texas, Pennsylvania, and Florida.

These properties approximate $ 46.0 million

in assets and are identified on the accompanying balance sheet as Held for sale.

In addition, the Company has taken steps, and will continue

to take measures, to materially reduce the expenses and cash burn at all corporate and business line levels.

Although there are no assurances,

we believe the above would allow us to fund our nine business lines current and planned operations for the twelve months from the filing

date of this Annual Report.

Based on this, the Company has concluded that substantial doubt of its ability to continue as a going concern

has been alleviated.

Issued Accounting Pronouncements — In November 2023, the Financial Accounting

Standards Board (“FASB”), issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure through enhanced disclosures about significant

segment expenses.

The amendment is effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal

years beginning after December 15, 2024 and early adoption is permitted.

The amendments should be applied retrospectively to all prior

periods presented in the financial statements.

The Company is currently evaluating the impact of adopting this ASU on its disclosures.

Company recognizes its revenue based on when the title passes to the customer or when the service is completed and accepted by the customer.

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of business primarily through internet sales and recognizes revenue as items are shipped.

of March 31, 2024, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater

of June 30, 2024, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater

than one year.

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There were no sales commissions capitalized

as of March 31, 2024 or March 31, 2023.

as of June 30, 2024 or June 30, 2023.

and Handling Costs

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The outstanding principal and

interest as of March 31, 2024 and December 31, 2023, approximated $ 5,544,000 which is included in current notes receivable on the accompanying

interest as of June 30, 2024 and December 31, 2023, approximated $ 5,544,000 which is included in current notes receivable on the accompanying

consolidated balance sheet.

As of March 31, 2024 and December 31, 2023, the Company has a reserve of $ 2,772,000 and $ 2,772,000 , respectively,

As of June 30, 2024 and December 31, 2023, the Company has a reserve of $ 2,772,000 and $ 2,772,000 , respectively,

against the principal and interest outstanding.

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The outstanding principal and interest of $ 58,000 and $ 253,000 is included in the Current portion of notes

receivable on the consolidated balance sheet at March 31, 2024 and December 31, 2023, respectively.

January 24, 2022, APB and Borrower 5 entered into a promissory note (“Note 5”) in the principal sum of $ 100,000

with interest of 6 %,

due annually, and maturing in January

The outstanding principal and interest at March 31, 2024 and December 31, 2023 approximates $ 107,000

and $ 103,000 ,

respectively, and is included in Current portion of notes receivable on the accompanying consolidate balance sheet.

receivable on the consolidated balance sheet at June 30, 2024 and December 31, 2023, respectively.

January 24, 2022, APB and Borrower 5 entered into a promissory note (“Note 5”) in the principal sum of $ 100,000 with interest

of 6 %, due annually, and maturing in January 2024 .

The outstanding principal and interest at June 30, 2024 and December 31, 2023 approximates

$ 111,000 and $ 103,000 , respectively, and is included in Current portion of notes receivable on the accompanying consolidate balance sheet.

The terms of this note are currently being renegotiated.

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and matured in March 2024 , with interest payable quarterly.

The outstanding principal and interest at March 31, 2024 and December 31,

2023 is $ 458,000 and $ 446,000 (net of $ 3,500 of unamortized origination fees), respectively.

APB and Borrower 6 are currently negotiating

an extension of the maturity date of this note.

The outstanding principal and interest at June 30, 2024 and December 31,

2023 is $ 470,000 and $ 446,000 , respectively.

This note has been extended to March 2025.

May 9, 2022, DSS PureAir and Borrower 1 entered into a promissory note (“Note 7”) in the principal sum of $ 210,000 with interest

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This loan is currently in default and terms are currently being re-negotiated.

The outstanding principal and interest at March 31, 2024 and December 31, 2023 approximates $ 224,000 of which $ 112,000 has been reserved

The outstanding principal and interest at June 30, 2024 and December 31, 2023 approximates $ 224,000 of which $ 112,000 has been reserved

for and is included in Current portions of notes receivable on the accompanying consolidate balance sheet.

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All unpaid principal and interest is due on August

The outstanding principal and interest at March 31, 2024 approximated $ 101,000 ,

of which approximately $ 76,000 has

been reserved for with the net balance is included Current portions of notes receivable.

At December 31, 2023, the balance

approximated $ 100,000

The outstanding principal and interest at June 30, 2024 approximated $ 101,000 ,

and was fully reserved for as of June 30, 2024.

At December 31, 2023, the balance approximated $ 100,000

of which $ 76,000

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9, related party

May 8, 2023, DSS Financial Management Inc and Borrower 8 entered into a promissory note (“Note 9”) in the principal sum

with interest at the prime rate plus 2 %

at March 31, 2024 and December 31, 2023) with a maturity date of May

The outstanding principal and interest at March 31, 2024 approximated $ 110,000 ,

of which approximately $ 82,000

has been reserved for with the net balance included of approximately $ 28,000 included in the long-term portion of notes receivable.

At December 31, 2023 approximates $ 107,000

with approximately $ 53,000

of principal and accrued interest classified as Current portion notes receivable, and the remaining balance of approximately $ 54,000

is recorded as notes receivable, on the accompanying consolidated balance sheet.

DSS owns 24.9 %

of the outstanding common shares of Borrower 8.

May 8, 2023, DSS Financial Management Inc and Borrower 8 entered into a promissory note (“Note 9”) in the principal sum of

$ 102,000 with interest at the prime rate plus 2 % ( 10.5 % at June 30, 2024 and December 31, 2023) with a maturity date of May 7, 2026 .

The outstanding principal and interest at June 30, 2024 approximated $ 110,000 , and was fully reserved for as of June 30, 2024.

31, 2023 approximates $ 107,000 with approximately $ 53,000 of principal and accrued interest classified as Current portion notes receivable,

and the remaining balance of approximately $ 54,000 is recorded as notes receivable, on the accompanying consolidated balance sheet.

owns 24.9 % of the outstanding common shares of Borrower 8.

10, related party

July 26, 2022, APB and Borrower 10 entered into a promissory note (“Note 10”) in the principal sum of $ 1,000,000 with interest

July 26, 2022, APB and Borrower 10 entered into a promissory note (“Note 10”) in the principal sum of $ 1,000,000

with interest of 8 %.

All unpaid principal and interest due on July

The outstanding principal and interest on March 31, 2024 approximates

$ 949,000 , net of $ 10,000 of unamortized origination fees and is included in notes receivable on the accompanying consolidate balance

Approximately $ 475,000 of Note 10 was reserved for as of March 31, 2024.

The outstanding principal and interest on December 31,

2023, approximates $ 939,000 , net of $ 20,000 of unamortized origination fees and is included in notes receivable on the accompanying consolidate

balance sheet.

Heng Fai Ambrose Chan, the Chairman of DSS, Inc is also the on the board of directors of Borrower 10.

On February 19, 2021, Impact BioMedical, Inc, entered into a promissory note with an individual.

The Company loaned

the principal sum of $ 206,000 , with interest at a rate of 6.5 %, and maturity date of August 19, 2022 later amended to February 19, 2024.

Monthly payments are due on the twenty-first day of each month and continuing each month thereafter until February 19, 2024.

is secured by certain real property situated in Collier County, Florida.

The outstanding principal and interest as of March 31, 2024 and

December 31, 2023, was approximately $ 203,000 , and is classified in Current notes receivable on the accompanying consolidated balance

The maturity date of this note is currently being renegotiated.

The outstanding principal and interest on June 30, 2024 approximates $ 959,000 ,

and is included in notes receivable on the accompanying consolidate balance sheet.

Approximately $ 480,000

of Note 10 was reserved for as of March 31, 2024.

For the three months ended June 30, 2024, no additional reserve was deemed

The outstanding principal and interest on December 31, 2023, approximates $ 939,000 ,

net of $ 20,000

of unamortized origination fees and is included in notes receivable on the accompanying consolidate balance sheet.

Heng Fai Ambrose

Chan, the Chairman of DSS, Inc is also the on the board of directors of Borrower 10.

February 19, 2021, Impact BioMedical, Inc, entered into a promissory note with an individual.

The Company loaned the principal sum of

$ 206,000 , with interest at a rate of 6.5 %, and maturity date of August 19, 2022 later amended to February 19, 2026.

Monthly payments

are due on the twenty-first day of each month and continuing each month thereafter until February 19, 2026.

This note is secured by certain

real property situated in Collier County, Florida.

The outstanding principal and interest as of June

30, 2024 and December 31, 2023, was approximately $ 202,000 and $ 203,000 , respectively, of which $ 135,000 is classified in Current notes

receivable and the remaining $ 67,000 is classified as Notes receivable on the accompanying consolidated balance sheets.

June 27, 2023, DSS and Borrower 12 entered into a convertible promissory note (“Note 12”) in the principal sum of $ 1,400,000

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March 31,2023, DSS Biohealth Security, Inc and Borrower 13 entered into a promissory note (“Note 13”) in the principal sum

of $ 140,000 and interest rate floating daily to Wall Street Journal Prime rate per annum ( 8.5 % at March 31, 2024 and December 31, 2023)

of $ 140,000 and interest rate floating daily to Wall Street Journal Prime rate per annum ( 8.5 % at June 30, 2024 and December 31, 2023)

with the total outstanding principal and interest due at the maturity date of March 31, 2025 .

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consolidated balance sheet at December 31, 2023.

As of March 31, 2024, the outstanding balance sheet approximating $ 135,000 was fully

As of June 30, 2024, the outstanding balance sheet approximating $ 135,000 was fully

reserved for.

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following tables show the Company’s cash, cash equivalents, restricted cash, and marketable securities by significant investment

category as of March 31, 2024 and December 31, 2023:

Schedule of Cash and Marketable Securities by Significant Investment Category

category as of:

of Cash and Marketable Securities by Significant Investment Category

June 30, 2024

Money Market Funds

Marketable Securities

( 17,426,000 )

$ ( 17,426,000 )

December 31, 2023

Money Market Funds

Marketable Securities

( 17,325,000 )

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risk of not collecting amounts owed by customers and records its allowance for credit losses based on the results of this analysis.

of March 31, 2024 and December 31, 2023, we have reviewed the entire loan portfolio as well as all financial assets of the Company for

of June 30, 2024 and December 31, 2023, we have reviewed the entire loan portfolio as well as all financial assets of the Company for

the purpose of evaluating the loan portfolio and the loan balances, including a review of individual and collective portfolio loan quality,

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general loan portfolio reserves;

industry portfolio reserves, and specific loan

loss reserves.

For the three months ended March 31, 2024 and 2023, the Company recorded a Loan loss reserve of approximately $ 249,000

industry portfolio reserves, and specific loan loss

For the six months ended June 30, 2024 and 2023, the Company recorded a Loan loss reserve of approximately $ 346,000 and $ 3,757,000 ,

respectively.

Loan Portfolio Reserve - Based upon a relatively young loan portfolio that are relatively new loans to generally credit worthy borrowers,

we do not believe that a substantial general loan portfolio reserve is due at this time.

However, we do recognize that some inherent

risks are in all loan portfolios, thus we recorded a general contingent portfolio reserve of $ 249,000 and $ 194,000 of the loan portfolio

loan balance as of March 31, 2024 and December 31, 2023, respectively.

Loan Portfolio Reserve - Based upon a relatively young loan portfolio that are relatively new loans, we do not believe that a substantial

general loan portfolio reserve is due at this time.

However, we do recognize that some inherent risks are in all loan portfolios, thus

we recorded a general contingent portfolio reserve of $ 182,000 and $ 194,000 of the loan portfolio loan balance as of June 30, 2024 and

December 31, 2023, respectively.

Portfolio Reserves - Given the relatively young loan portfolio and a diversification of the portfolio over several different loan

products, the risk is reduced.

Accordingly, we have not recorded a discretionary reserve as of March 31, 2024 and December 31, 2023.

Accordingly, we have not recorded a discretionary reserve as of June 30, 2024 and December 31, 2023.

Loan Reserves - Previously, we had identified credit weaknesses and borrower repayment weakness with Borrower 3, which has a

current principal and interest balance of $ 884,000

and have recorded a loan loss reserve for the full balance due the Company as of December 31, 2023 and March 31, 2024.

and have recorded a loan loss reserve for the full balance due the Company as of December 31, 2023 and June 30, 2024.

had also previously identified credit weakness in Borrower 1 and has placed a reserve approximating $ 2,884,000

against the outstanding principal and interest as of December 31, 2023 and March 31, 2024.

against the outstanding principal and interest as of December 31, 2023 and June 30, 2024.

Previously, the Company identified credit

weakness in Borrower 12 and has placed a reserve approximating $ 1,045,000 against

the outstanding principal and interest as of December 31, 2023 and March 31, 2024.

During the first quarter of 2024, the Company

identified credit weakness in Borrower 10 and 13 and has placed a reserve approximating $ 475,000

weakness in Borrower 12 and has placed a reserve approximating $ 1,045,000

against the outstanding principal and interest as of December 31, 2023 and June 30, 2024.

During the first quarter of 2024, the

Company identified credit weakness in Borrower 10 and 13 and has placed a reserve approximating $ 479,000

and $ 135,000 ,

2 unchanged sentences

Company identified credit weakness in Borrower 8, a related party, and has placed a reserve approximating $ 211,000

and against the outstanding principal and interest as of March 31, 2024.

against the outstanding principal and interest as of March 31, 2024.

No additional reserves were deemed necessary during the three months ended June 30, 2024.

Disposal of assets

28 unchanged sentences

in Loss/Gain on sale of assets on the consolidated statement of operations.

On June 13, 2024, the Company

sold its retail space in Lindon, Utah for the sales price, net of expenses, of approximately $5,758,000.

The associated asset was previously

classified as Held for sale in the amount of $5,593,000, resulting in a gain on the sale of approximately $165,000.

International Limited , related party

8 unchanged sentences

Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of

The fair value of the marketable security as of March 31, 2024 and December 31, 2023, was approximately $ 2,353,000 and $ 3,269,000 ,

The fair value of the marketable security as of June 30, 2024 and December 31, 2023, was approximately $ 2,912,000 and $ 3,269,000 ,

respectively.

During the three month ended March 31, 2024 and 2023, the Company recorded unrealized loss of approximately $ 916,000

and $ 1,156,000 , respectively.

During the six month ended June 30, 2024 and 2023, the Company recorded unrealized loss of approximately $ 356,000 and

$ 1,819,000 , respectively.

Park Capital, Inc.

4 unchanged sentences

was finalized during the first quarter 2022 and valued at approximately $ 500,000 and is included in Investments on the consolidated balance

sheet on December 31, 2023 and as of March 31, 2024.

sheet on December 31, 2023 and as of June 30, 2024.

Capital International LLC, related party

9 unchanged sentences

The Company is currently accounting for this investment under the equity method of accounting per

The Company’s portion of net loss in BMIC during the three months ended March 31, 2024 and 2023, approximated $ 1,000 and

$ 4,000 , respectively

The Company’s portion of net gain and loss in BMIC during the six months ended June 30, 2024 and 2023, approximated $ 7,000

and $ 22,000 , respectively.

is a broker-dealer registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority,

25 unchanged sentences

of America, N.A.

(“BOA”) to secure financing approximating $ 3,710,000 to purchase and use as collateral, a new Heidelberg XL 106-7+L printing press.

The aggregate principal balance outstanding under the BOA Note shall bear interest at a variable rate on or before the loan closing.

As of March 31, 2024, and December 31, 2023, the outstanding principal on the BOA Note was $ 2,810,000 and $ 2,932,000 , respectively and

had an interest rate of 4.63 %.

As of March 31, 2024, $ 502,000 was included in the Current portion of long-term debt, net, and the remaining

balance of approximately $ 2,308,000 is recorded as Long-term debt.

The BOA Note contains certain covenants that are analyzed annually.

As of March 31, 2024, Premier is in compliance with these covenants.

(“BOA”) to secure financing approximating $ 3,710,000 to purchase and use as collateral, a new Heidelberg

XL 106-7+L printing press.

The aggregate principal balance outstanding under the BOA Note shall bear interest at a variable rate on or

before the loan closing.

As of June 30, 2024, and December 31, 2023, the outstanding principal on the BOA Note was $ 2,687,000 and $ 2,932,000 ,

respectively and had an interest rate of 4.63 %.

As of June 30, 2024, $ 508,000 was included in the Current portion of long-term debt,

net, and the remaining balance of approximately $ 2,179,000 is recorded as Long-term debt.

As of December 31, 2023, $ 491,000 was included

in the current portion of long-term debt, net, and the remaining balance of approximately $ 2,442,000 recorded as long-term debt.

expense equaled $ 66,000 and $ 0 for the six months ended June 30, 2024 and 2023, respectively.

The BOA Note contains certain covenants

that are analyzed annually.

As of June 30, 2024, Premier is in compliance with these covenants.

August 1, 2021, AMRE Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE, entered into a loan agreement (“Shelton

7 unchanged sentences

advance rate, but in no event less than 4.25% for the term of 120 months with a balloon payment approximating $ 2,829,000 due at term

The affective interest rate at December 31, 2022 was 4.25 %.

The affective interest rate at June 30, 2024 was 4.25 %.

The funds borrowed were used to purchase a 40,000 square foot, 2.0 story,

Class A+ multi-tenant medical office building located on a 13.62-acre site, which serves as collateral for the Shelton Agreement.

The purchase price has been allocated as $ 4,640,000 , $ 1,600,000 ,

and $ 325,000 for the facility, land, and tenant improvements, respectively.

Also included in the value of the property is $ 585,000 of

intangible assets with an estimated useful life of approximating 3 years.

The net book value of these assets as of March 31, 2024 approximated

$ 6,252,000 .

Of the total financed, approximately $ 209,000 of principal and accrued interest is classified as current portion of long-term

debt, net, and the remaining balance of approximately $ 4,354,000 recorded as long-term debt, net of $ 44,000 in deferred financing costs.

purchase price has been allocated as $ 4,640,000 , $ 1,600,000 , and $ 325,000 for the facility, land, and tenant improvements, respectively.

Also included in the value of the property is $ 585,000 of intangible assets with an estimated useful life of approximating 3 years.

net book value of these assets as of June 30, 2024 approximated $ 6,226,000 .

Of the total financed, approximately $ 211,000 of principal

and accrued interest is classified as current portion of long-term debt, net, and the remaining balance of approximately $ 4,305,000 recorded

as long-term debt, net of $ 38,000 in deferred financing costs.

Interest expense for the six months ended June 30, 2024 and 2023 approximated

$ 98,000 and $ 85,000 , respectively.

October 13, 2021, LVAM entered into loan agreement with BMIC (“BMIC Loan”), a related party, whereas LVAM borrowed the principal

2 unchanged sentences

12, 2022 , and contains an auto renewal period of three months.

As of March 31, 2024 and December 31, 2023, $ 512,000 and $ 547,000 , respectively,

As of June 30, 2024 and December 31, 2023, $ 461,000 and $ 547,000 , respectively,

are included in Current portion of long-term debt, net on the consolidated balance sheet.

2 unchanged sentences

Wilson Loan matures on October 12, 2022 , and contains an auto renewal period of nine months.

As of March 31, 2024, $ 1,143,000 is included

As of June 30, 2024, $ 1,064,000 is included

in the Current portion of long-term debt, net on the consolidated balance sheet.

7 unchanged sentences

real estate on the consolidated balance sheet, and serves as collateral for the LifeCare Agreement.

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 included in the value of the property is $ 15,901,000 of intangible assets

with estimated useful lives ranging from 1 to 11 years.

The net book value of the assets acquired as of March 31, 2024 is approximately

$ 41,570,000 .

The LifeCare Agreement calls for the principal amount of the in equal, consecutive monthly installments based upon a twenty-five

(25) year amortization of the original principal amount of the LifeCare Agreement at an initial rate of interest equal to the interest

rate determined in accordance as of July 29, 2022 provided, however, such rate of interest shall not be less than 4.28 %, with the first

such installment being payable on August 29, 2022 and subsequent installments being payable on the first day of each succeeding month

thereafter until the maturity date, at which time any outstanding principal and interest is due in full.

The affective interest rate

at March 31, 2024 was 9.6 %.

As of December 31, 2023, the outstanding principal and interested approximates $ 41,331,000 and is included

in current portion of long-term debt, on the consolidated balance sheet.

As of March 31, 2024, the outstanding principal and interested

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 included in the value of

the property is $ 15,901,000 of intangible assets with estimated useful lives ranging from 1 to 11 years.

The net book value of the assets

acquired as of June 30, 2024 is approximately $ 41,570,000 .

The LifeCare Agreement calls for the principal amount of the in equal, consecutive

monthly installments based upon a twenty-five (25) year amortization of the original principal amount of the LifeCare Agreement at an

initial rate of interest equal to the interest rate determined in accordance as of July 29, 2022 provided, however, such rate of interest

shall not be less than 4.28 %, with the first such installment being payable on August 29, 2022 and subsequent installments being payable

on the first day of each succeeding month thereafter until the maturity date, at which time any outstanding principal and interest is

due in full .

The affective interest rate at June 30, 2024 was 9.6 %.

As of December 31, 2023, the outstanding principal and interested

approximates $ 41,331,000 and is included in current portion of long-term debt, on the consolidated balance sheet.

Interest expense for

the three months ended March 31, 2024 and 2023 approximated $ 977,000 and $ 850,000 , respectively.

This note is in default and demand was

made for final payment to be made by December 22, 2023.

As of June 30, 2024,

the outstanding principal and interested approximates $ 43,776,000 and is included in current portion of long-term debt, on the consolidated

balance sheet.

Interest expense for the six months ended June 30, 2024 and 2023 approximated $ 1,954,000 and $ 1,484,000 , respectively.

This note is in default and demand was made for final payment to be made by December 22, 2023.

This amount is past due.

2 unchanged sentences

maturing on March

7, 2024 (later extended to July 7, 2024) to acquire a medical facility located in Winter Haven, Florida for a purchase price

of $ 4,500,000 .

The assets acquired are classified as investments, real estate on the consolidated balance sheet, and serves as collateral for the Pinnacle Loan.

The purchase price has been

allocated as $ 3,200,000 ,

7, 2024 (later extended to July 7, 2024) to

acquire a medical facility located in Winter Haven, Florida for a purchase price of $ 4,500,000 .

The assets acquired are classified as investments, real estate on the consolidated balance sheet, and serves as collateral for the

Pinnacle Loan.

The purchase price has been allocated as $ 3,200,000 ,

$ 1,000,000 ,

and $ 222,000

for the facility, land and site and tenant improvements, respectively.

Also included in the value of the property is $ 29,000

of intangible assets with an estimated useful life of approximately 5

The net book value of the assets acquired as of March 31, 2024 is approximately $ 4,380,000 .

and $ 222,000 for

the facility, land and site and tenant improvements, respectively.

Also included in the value of the property is $ 29,000 of

intangible assets with an estimated useful life of approximately 5 years.

The net book value of the assets acquired as of June 30, 2024 is approximately $ 4,380,000 .

Payments are to be made in equal, consecutive installments based on a 25 -year

1 unchanged sentence

The first installment is due January 1, 2023.

This AMRE note is currently due.

The outstanding principal and interest, net of debt

issuance costs of $ 17,000 ,

approximates $ 2,977,000

and is included in the current portion of long-term debt, net on the accompanying consolidated balance sheet at December 31, 2023.

The outstanding principal and interest, approximates $ 2,987,000

and is included in current portion of long-term debt, net on the accompanying consolidated balance sheet at March 31, 2024.

expense equaled $ 38,000

for the three months ended March 31, 2024 and 2023, respectively.

This AMRE note is currently due, and has an effective interest rate of 9.6 %The

outstanding principal and interest, net of debt issuance costs of $ 17,000 ,

approximates $ 2,977,000 and

is included in the current portion of long-term debt, net on the accompanying consolidated balance sheet at December 31, 2023.

outstanding principal and interest, approximates $ 2,992,000 and

is included in current portion of long-term debt, net on the accompanying consolidated balance sheet at June 30, 2024.

expense equaled $ 148,000 and

$ 113,000 for

the six months ended June 30, 2024 and 2023, respectively.

This note is in default and demand was made for final payment to

be made by December 22, 2023.

This amount is past due.

March 30, 2023, Premier Packaging, a subsidiary of the Company entered into a loan and security agreement with Union Bank & Trust

3 unchanged sentences

This loan is collateralized by a Bobst Model Novacut and is guaranteed by DSS,

As of March 31, 2024, the outstanding principal and interest approximates $ 691,000 of which $ 116,000 was included in the current

As of June 30, 2024, the outstanding principal and interest approximates $ 663,000 of which $ 118,000 was included in the current

portion of long-term debt, net, and the remaining balance of approximately $ 545,000 recorded as long-term debt.

3 unchanged sentences

Interest expense equaled $ 25,000 and $ 0 for the

three months ended March 31, 2024 and 2023, respectively.

summary of scheduled principal payments of long-term debt, not including revolving lines of credit, subsequent to March 31, 2024, are

six months ended June 30, 2024 and 2023, respectively.

summary of scheduled principal payments of long-term debt, not including revolving lines of credit, subsequent to June 30, 2024, are

Schedule of Notes Payable and Long-term Debt

1 unchanged sentence

Company has operating leases predominantly for operating facilities.

As of March 31, 2024, the remaining lease terms on our operating

As of June 30, 2024, the remaining lease terms on our operating

leases range from less than one to twelve years .

5 unchanged sentences

There are no significant finance leases as

of March 31, 2024.

minimum lease payments as of March 31 2024, are as follows:

of June 30, 2024.

minimum lease payments as of June 30, 2024 are as follows:

of Lease Liability:

3 unchanged sentences

( 1,459,000 )

Present value of remaining

lease payments

Present value of remaining lease payments

Weighted-average remaining lease term (years)

Weighted-average discount rate

cash paid for leases during the three months ended March 31, 2024 and 2023 approximated $ 220,000 and $ 305,000 , respectively.

cash paid for leases during the six months ended June 30, 2024 and 2023 approximated $ 498,000 and $ 513,000 , respectively.

Commitments and Contingencies

5 unchanged sentences

costs shall not exceed $ 1,250,000 .

As of March 31, 2024 and December 31, 2023, $ 152,000 and $ 200,000 , respectively, has been accrued

for in relation to the Equivir License as development of the Equivir technology.

As of June 30, 2024 and December 31, 2023, $ 152,000 and $ 200,000 , respectively, has been accrued for

in relation to the Equivir License as development of the Equivir technology .

Stockholders’ Equity

7 unchanged sentences

Compensation –

Company records stock-based payment expense related to options and warrants based on the grant date fair value in accordance with FASB

Company records stock-based payment expense related to options and warrants based on the grant date fair value in accordance with

FASB ASC 718.

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

awards include option grants, warrant grants, and restricted stock awards.

During the three months ended March 31, 2024, there were none .

Such awards include option grants, warrant grants, and restricted stock awards.

During the six months ended June 30, 2024, there

During the six months ended June 30, 2023, the Company’s did not have stock compensation associated with these

items, and 2,000 options were forfeited.

BioMedical, Inc.

Equity Transactions –

2023, the Company, the Company’s Board of Directors approved an amendment to the Articles of Incorporation of the Company to increase

the total number of shares of Common Stock to 4,000,000,000 shares with a par value of $0.001.

Each share of Common Stock when issued,

shall have one (1) vote on all matters presented to the stockholders.

Our Amended and Restated Articles of Incorporation also authorized

100,000,000 shares of preferred stock, par value $0.001 per share.

May 10, 2023, the Company, the Company’s Board of Directors approved an amendment to the Articles of Incorporation of the Company

to increase the total number of shares of Common Stock to 4,000,000,000 shares with a par value of $0.001.

Each share of Common Stock

when issued, shall have one (1) vote on all matters presented to the stockholders.

Our Amended and Restated Articles of Incorporation

also authorized 100,000,000 shares of preferred stock, par value $0.001 per share.

On May 11, 2023, the Company effected a forward split.

there were 3,877,282,251 shares of our Common Stock and no shares of preferred stock issued and outstanding.

Prior to the split, there

were 125,073,621 shares of our Common Stock and no shares of preferred stock issued and outstanding.

On October 31, 2023, the Company

effected a reverse stock split of 1 for 55.

Also on October 31, 2023, DSS BioHealth Securities, Inc., the Company’s largest shareholder

converted 60,496,041 shares of Common Stock into 60,496,041 shares of Series A Convertible Preferred Shares, reducing its ownership of

the Company’s Common Stock from approximately 88% to approximately 12%.

As of March 31, 2024 and December 31, 2023, there were 10,000,000

shares of our Common Stock and 60,496,041 shares of preferred stock issued and outstanding .

8, 2023 DSS, the Company’s largest shareholder, distributed to its shareholders of record on July 10, 2023 4 shares of Impact Bio’s

stock for 1 share they owned.

Each share of Impact BioMedical distributed as part of the distribution will not be eligible for resale

until 180 days from the date Impact BioMedical’s initial public offering becomes effective under the Securities Act, subject to

the discretion of the Company to lift the restriction sooner.

As a result, there were 3,877,282,251 shares of our Common Stock and no shares of preferred stock issued and outstanding.

split, there were 125,073,621 shares of our Common Stock and no shares of preferred stock issued and outstanding.

On October 31, 2023,

the Company effected a reverse stock split of 1 for 55.

Also on October 31, 2023, DSS BioHealth Securities, Inc., the Company’s

largest shareholder converted 60,496,041 shares of Common Stock into 60,496,041 shares of Series A Convertible Preferred Shares, reducing

its ownership of the Company’s Common Stock from approximately 88% to approximately 12%.

As of June 30, 2024 and December 31, 2023,

there were 10,000,000 shares of our Common Stock and 60,496,041 shares of preferred stock issued and outstanding .

August 8, 2023 DSS, the Company’s largest shareholder, distributed to its shareholders of record on July 10, 2023 4 shares of Impact

Bio’s stock for 1 share they owned.

Each share of Impact BioMedical distributed as part of the distribution will not be eligible

for resale until 180 days from the date Impact BioMedical’s initial public offering becomes effective under the Securities Act,

subject to the discretion of the Company to lift the restriction sooner.

Supplemental Cash Flow Information

following table summarizes supplemental cash flows for the three months ended March 31, 2024, and 2023:

following table summarizes supplemental cash flows for the six months ended June 30, 2024 and 2023:

Schedule of Supplemental Cash Flow Information

46 unchanged sentences

inventory financing, third party loan servicing, and services that address the financial needs of the world Gig Economy.

information concerning the Company’s operations by reportable segment for the three months ended March 31, 2024 and 2023 is as

information concerning the Company’s operations by reportable segment for the three and six months ended June 30, 2024 and 2023

is as follows.

The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently,

1 unchanged sentence

Schedule of Operations by Reportable Segment

Three Months Ended

March 31, 2024

Three Months Ended June 30, 2024

Product Packaging

Commercial Lending

Direct Marketing

Biotechnology

Cost of Revenue

( 4,484,000 )

Depreciation and amortization

Interest expense

Interest income

Net income (loss) from continuing operations

( 2,566,000 )

( 1,431,000 )

( 4,954,000 )

Capital expenditures

Identifiable assets

Assets held for sale

Three Months Ended June 30,2023

Product Packaging

Commercial Lending

Direct Marketing

Biotechnology

Cost of Revenue

Depreciation and amortization

Interest expense

4 unchanged sentences

( 3,934,000 )

( 4,413,000 )

( 37,723,000 )

Capital expenditures

Total Identifiable assets

Identifiable assets

Assets held for sale

Three Months Ended

March 31,2023

Six Months Ended June 30, 2024

Product Packaging

2 unchanged sentences

Biotechnology

Cost of Revenue

( 4,015,000 )

Depreciation and amortization

Interest expense

Interest income

Net income (loss) from continuing operations

( 1,367,000 )

( 1,610,000 )

( 4,915,000 )

( 1,325,000 )

( 10,063,000 )

Capital expenditures

Total Identifiable assets

Assets held for sale

Six Months Ended June 30,2023

Product Packaging

Commercial Lending

Direct Marketing

Biotechnology

Cost of revenue

Depreciation and amortization

Interest expense

5 unchanged sentences

( 6,441,000 )

( 2,588,000 )

( 46,357,000 )

Capital expenditures

Identifiable assets

Assets held for sale

following tables disaggregate our business segment revenues by major source:

Products Revenue Information:

Printed Products Revenue Information:

Schedule of Disaggregation of Revenue

ended March 31, 2024

Three months ended June 30, 2024

Packaging Printing and Fabrication

Commercial and Security

Commercial and Security Printing

Total Printed Products

ended March 31, 2023

Three months ended June 30, 2023

Packaging Printing and Fabrication

Commercial and Security

Total Printed

ended March 31, 2024

Commercial and Security Printing

Total Printed Products

Six months ended June 30, 2024

Packaging Printing and Fabrication

Commercial and Security Printing

Total Printed Products

Six months ended June 30, 2023

Packaging Printing and Fabrication

Commercial and Security Printing

Total Printed Products

Direct Marketing

Internet Sales

Three months ended June 30, 2024

Direct Marketing Internet Sales

Total Direct Marketing

ended March 31, 2023

Direct Marketing

Internet Sales

Three months ended June 30, 2023

Direct Marketing Internet Sales

Total Direct Marketing

ended March 31, 2024

Six months ended June 30, 2024

Direct Marketing Internet Sales

Total Direct Marketing

Six months ended June 30, 2023

Direct Marketing Internet Sales

Total Direct Marketing

Rental Income

Three months ended June 30, 2024

Rental income

Total Rental Income

ended March 31, 2023

Three months ended June 30, 2023

Rental income

Total Rental Income

ended March 31, 2024

Six months ended June 30, 2024

Rental income

Total Rental Income

Six months ended June 30, 2023

Rental income

Total Rental Income

Commission Income

Three months ended June 30, 2024

Commission income

Total commission income

ended March 31, 2023

Three months ended June 30, 2023

Commission income

Total commission

Investment Income

ended March 31, 2024

Net investment

Total Management fee

ended March 31, 2023

Net Investment

Total Management fee

Total commission income

Six months ended June 30, 2024

Commission income

Total commission income

Six months ended June 30, 2023

Commission income

Total commission income

Net Investment Income

Three months ended June 30, 2024

Net Investment Income

Total Investment Income

Three months ended June 30, 2023

Net Investment Income

Total Rental Income

Six months ended June 30, 2024

Net investment income

Total Management fee income

Six months ended June 30, 2023

Net Investment Income

Total Management fee income

Related Party Transactions

8 unchanged sentences

Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of

The fair value of the marketable security as of March 31, 2024 and December 31, 2023, was approximately $ 2,353,000 and $ 3,269,000 ,

The fair value of the marketable security as of June 30, 2024 and December 31, 2023, was approximately $ 2,912,000 and $ 3,269,000 ,

respectively.

During the three month ended March 31, 2024 and 2023, the Company recorded unrealized loss of approximately $ 916,000

and $ 1,156,000 , respectively.

During the six month ended June 30, 2024 and 2023, the Company recorded unrealized loss of approximately $ 356,000 and

$ 1,819,000 , respectively.

September 10, 2020, the Company’s wholly owned subsidiary DSS Securities, Inc.

8 unchanged sentences

The Company is currently accounting for this investment under the equity method of accounting per

The Company’s portion of net loss in BMIC during the three months ended March 31, 2024 and 2023, approximated $ 1,000 and

$ 4,000 , respectively

The Company’s portion of net gain and loss in BMIC during the six months ended June 30, 2024 and 2023, approximated $ 7,000

and $ 22,000 , respectively.

October 13, 2021, LVAM entered into loan agreement with BMIC (“BMIC Loan”), a related party, whereas LVAM borrowed the principal

2 unchanged sentences

12, 2022 , and contains an auto renewal period of three months.

As of March 31, 2024 and December 31, 2023, $ 512,000 and $ 547,000 , respectively,

As of June 30, 2024 and December 31, 2023, $ 461,000 and $ 547,000 , respectively,

are included in Current portion of long-term debt, net on the consolidated balance sheet.

2 unchanged sentences

Wilson Loan matures on October 12, 2022 , and contains an auto renewal period of nine months.

As of March 31, 2024, $ 1,143,000 is included

As of June 30, 2024, $ 1,064,000 is included

in the Current portion of long-term debt, net on the consolidated balance sheet.

4 unchanged sentences

principal and interest is due on August 29, 2025 .

The outstanding principal and interest at March 31, 2024 approximated $ 101,000 , of

which approximately $ 76,000 has been reserved for with the net balance is included Current portions of notes receivable.

31, the balance approximated $ 100,000 of which $ 76,000 is included in the Current portion of notes receivable and $ 24,000 is included

in the long-term portion of notes receivable at December 31, 2023.

DSS owns 24.9 % of the outstanding common shares of Borrower 8.

The outstanding principal and interest at June 30, 2024 approximated $ 101,000 , and

was fully reserved for as of June 30, 2024.At December 31, 2023, the balance approximated $ 100,000 of which $ 76,000 is included in the

Current portion of notes receivable and $ 24,000 is included in the long-term portion of notes receivable.

DSS owns 24.9 % of the outstanding

common shares of Borrower 8.

May 8, 2023, DSS Financial Management Inc and Borrower 8 entered into a promissory note (“Note 9”) in the principal sum of

$ 102,000 with interest at the prime rate plus 2 % ( 10.5 % at March 31, 2024 and December 31, 2023) with a maturity date of May 7, 2026 .

The outstanding principal and interest at March 31, 2024 approximated $ 110,000 , of which approximately $ 82,000 has been reserved for

with the net balance included in December 31, 2023 approximates $ 107,000 with approximately $ 53,000 of principal and accrued interest

classified as Current portion notes receivable, and the remaining balance of approximately $ 54,000 is recorded as notes receivable, on

the accompanying consolidated balance sheet.

DSS owns 24.9 % of the outstanding common shares of Borrower 8.

July 26, 2022, APB and Borrower 10 entered into a promissory note (“Note 10”) in the principal sum of $ 1,000,000 with interest

$ 102,000 with interest at the prime rate plus 2 % ( 10.5 % at June 30, 2024 and December 31, 2023) with a maturity date of May 7, 2026 .

The outstanding principal and interest at June 30, 2024 approximated $ 110,000 , and was fully reserved for as of June 30, 2024.

31, 2023 approximates $ 107,000 with approximately $ 53,000 of principal and accrued interest classified as Current portion notes receivable,

and the remaining balance of approximately $ 54,000 is recorded as notes receivable, on the accompanying consolidated balance sheet.

owns 24.9 % of the outstanding common shares of Borrower 8.

July 26, 2022, APB and Borrower 10 entered into a promissory note (“Note 10”) in the principal sum of $ 1,000,000

with interest of 8 %.

All unpaid principal and interest due on July

The outstanding principal and interest on March 31, 2024 approximates

$ 940,000 , net of $ 10,000 of unamortized origination fees and is included in notes receivable on the accompanying consolidate balance

Approximately $ 475,000 of Note 10 was reserved for as of March 31, 2024.

The outstanding principal and interest on December 31,

2023, approximates $ 939,000 , net of $ 20,000 of unamortized origination fees and is included in notes receivable on the accompanying consolidate

balance sheet.

Heng Fai Ambrose Chan, the Chairman of DSS, Inc is also the on the board of directors of Borrower 10.

The outstanding principal and interest on June 30, 2024 approximates $ 959,000 ,

and is included in notes receivable on the accompanying consolidate balance sheet.

Approximately $ 480,000

of Note 10 was reserved for as of March 31, 2024.

For the three months ended June 30, 2024, no additional reserve was deemed

The outstanding principal and interest on December 31, 2023, approximates $ 939,000 ,

net of $ 20,000

of unamortized origination fees and is included in notes receivable on the accompanying consolidate balance sheet.

Heng Fai Ambrose

Chan, the Chairman of DSS, Inc is also the on the board of directors of Borrower 10.

Subsequent Events

Company has evaluated all subsequent events and transactions through May 14, 2024, the date that the condensed consolidated financial

statements were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure other than

what was identified below:

Company has evaluated all subsequent events and transactions through August 13, 2024, the date that the condensed consolidated financial

statements were available to be issued and noted no subsequent events requiring financial statement recognition or disclosure.

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 1. Financial Statements