Heritage Global Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Report, under the supervision and with the participation of management, including our Principal Executive Officer and Principal Financial Officer (the “Certifying Officers”), we conducted an evaluation of our disclosure controls and procedures. As defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officers, to allow timely decisions regarding required disclosure. Based on this evaluation, the Certifying Officers have concluded that our disclosure controls and procedures were effective as of December 31, 2023. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, in accordance with Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including the Certifying Officers, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. 23 Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made by us only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on its assessment using these criteria, our management concluded that our internal control over financial reporting was effective as of December 31, 2023. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the fourth fiscal quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. During the quarter ended December 31, 2023, no director or Section 16 officer of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K). Item 9C. Di sclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 24 PART III Item 10. Directors, Executive Off icers and Corporate Governance. The information required by this Item regarding the identity and business experience of our directors and executive officers is set forth under the heading “Election of Class III Director” in the definitive proxy materials of Heritage Global Inc. to be filed in connection with our 2024 Annual Meeting of Stockholders with respect to our directors and is set forth under the heading “Information About Our Executive Officers” in the definitive proxy materials to be filed in connection with our 2024 Annual Meeting of Stockholders, as well as in Item 1 of Part I of this Report with respect to our executive officers. The information required by this Item contained in such definitive proxy materials is incorporated herein by reference. Information on the beneficial ownership reporting for our directors and executive officers required by this Item is contained under the caption “Delinquent Section 16(a) Reports” in the definitive proxy materials to be filed in connection with our 2024 Annual Meeting of Stockholders and is incorporated herein by reference. Information on our Audit and Corporate Governance Committee and Audit Committee Financial Experts required by this Item is contained under the caption “Corporate Governance” in the definitive proxy materials to be filed in connection with our 2024 Annual Meeting of Stockholders and is incorporated herein by reference. Code of Ethics We have adopted a code of ethics that applies to our employees, including its principal executive, financial and accounting officers or persons performing similar functions. The Code of Conduct (the “Code”) can be found on our website at http://www. hginc.com/governance-documents/ , or a copy of the Code can be requested, free of charge, by writing to the following address: Heritage Global Inc., 12625 High Bluff Drive, Suite 305, San Diego, California 92130, Attention: Investor Relations. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding any amendments to, or waivers from, a provision of the Code that applies to our principal executive, financial and accounting officers or persons performing similar functions by posting such information on its website at the website address set forth above. The information provided on our website is not part of this report, and is therefore not incorporated by reference unless such information is specifically referenced elsewhere in this report. Item 11. Executi ve Compensation. The information required by this Item is set forth under the headings “Executive Compensation” and “Compensation Committee” in the definitive proxy materials to be filed in connection with our 2024 Annual Meeting of Stockholders, which information is incorporated herein by reference. Item 12. Security Ownership of Certain Benef icial Owners and Management and Related Stockholder Matters. Information about security ownership of certain beneficial owners required by this Item is set forth under the heading “Security Ownership of Certain Beneficial Owners and Management” in the definitive proxy materials to be filed in connection with our 2024 Annual Meeting of Stockholders, which information is incorporated herein by reference. Item 13. Certain Relationships and Relate d Transactions, and Director Independence. The information required by this Item is set forth under the headings “Certain Relationships and Related Party Transactions” and “Corporate Governance” in the definitive proxy materials to be filed in connection with our 2024 Annual Meeting of Stockholders, which information is incorporated herein by reference. Item 14. Principal Accou ntant Fees and Services. The information required by this Item is set forth under the heading “Ratification of Appointment of Independent Auditor” in the definitive proxy materials to be filed in connection with our 2024 Annual Meeting of Stockholders, which information is incorporated herein by reference. 25 PART IV Item 15. Exhibits and Fina ncial Statement Schedules (a) The following financial statements and those financial statement schedules required by “Item 8. Financial Statements and Supplementary Data” hereof are filed as part of this Report: 1. Financial Statements: Report of UHY LLP, Independent Registered Public Accounting Firm (PCAOB ID: 1195 ) Consolidated Balance Sheets as of December 31, 2023 and 2022 Consolidated Statements of Income for the years ended December 31, 2023 and 2022 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 Notes to Consolidated Financial Statements 2. Financial Statement Schedules: These schedules are omitted because they are not required, or are not applicable, or the required information is shown in the consolidated financial statements or notes thereto. (b) The following exhibits are filed as part of this Report: Exhibit Number Title of Exhibit 3.1 Amended and Restated Articles of Incorporation (restated for filing purposes only) (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 9, 2020 (File No. 000-17973), and incorporated herein by reference). 3.2 Restated Bylaws (incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-39471) filed on September 30, 2020). 4.1 Warrant Agreement by and between Heritage Global Inc. and Napier Park Industrial Asset Acquisition, LP effective as of March 19, 2019 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 25, 2019 (File No. 000-17973), and incorporated herein by reference). 4.2 Description of Securities (filed as Exhibit 4.2 to the Company's Annual Report on form 10-K filed on March 8, 2021 (File No. 001-39471), and incorporated herein by reference). 10.1* 2003 Stock Option and Appreciation Rights Plan (filed as Appendix E to the Company’s Definitive Proxy Statement filed on October 31, 2003 (File No. 000-17973), and incorporated herein by reference). 10.2* 2010 Non-Qualified Stock Option Plan (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 24, 2011 (File No. 000-17973), and incorporated herein by reference). 10.3* Form of Option Grant for Options Granted Under 2003 Stock Option and Appreciation Rights Plan (filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference) . 10.4* Form of Option Grant for Options Granted Under 2010 Non-Qualified Stock Option Plan (filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed on March 31, 2011 (File No. 000-17973), and incorporated herein by reference) . 10.5* Stock option grant notice to Ross Dove effective February 29, 2012 (filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference) . 10.6* Stock option grant notice to Kirk Dove effective February 29, 2012 (filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference). 10.7* Management Services Agreement between Heritage Global Inc. and Street Capital, effective as of May 1, 2014 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 1, 2014 (File No. 000-17973), and incorporated herein by reference) . 26 10.8 Stock Purchase Agreement between Heritage Global Inc., National Loan Exchange, Inc., and David Ludwig, signed on June 2, 2014 and effective as of May 31, 2014 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 6, 2014 (File No. 000-17973), and incorporated herein by reference) . 10.9* Employment Agreement between Ross Dove and Heritage Global Partners, Inc. effective as of February 29, 2012 (filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference) . 10.10* Employment Agreement between Kirk Dove and Heritage Global Partners, Inc. effective as of February 29, 2012. (filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference) . 10.11* Employment Agreement between James Sklar and Heritage Global Partners, Inc. effective as of June 23, 2013 (filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on March 17, 2016 (File No. 000-17973), and incorporated herein by reference) . 10.12* Employment Agreement, by and between Heritage Global Inc. and David Ludwig, effective as of June 1, 2023. (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2023 (File No. 001-39471), and incorporated herein by reference) 10.13* Employment Agreement, by and between Heritage Global Inc. and Nick Dove, effective as of January 1, 2023 (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2023 (File No. 001-39471), and incorporated herein by reference). 10.14* Form of Option Grant for Options Granted Under Heritage Global Inc. 2016 Stock Option Plan (filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on March 13, 2018 (File No. 000-17973), and incorporated herein by reference). 10.15* 2016 Stock Option Plan (filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed on March 13, 2018 (File No. 000-17973), and incorporated herein by reference) . 10.16* Addendum to Employment Agreements, effective June 1, 2018, by and between Heritage Global Inc., National Loan Exchange, Inc., Tom Ludwig and David Ludwig (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 24, 2018 (File No. 000-17973), and incorporated herein by reference) . 10.17* Employment Agreement, by and between Heritage Global, Inc. and Kirk Dove, effective as of September 17, 2020 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 21, 2020 (File No. 001-39471), and incorporated herein by reference). 10.18* Amendment to Stock Option Award, by and between Heritage Global, Inc. and Kirk Dove, effective as of September 20, 2020 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 21, 2020 (File No. 001-39471), and incorporated herein by reference). 10.19* Separation Agreement, dated March 30, 2021, by and between Heritage Global Inc. and Scott West (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 13, 2021, and incorporated herein by reference). 10.20 Business Loan Agreement, dated May 11, 2021, by and between Heritage Global Inc. and C3bank, National Association (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2021, and incorporated herein by reference). 10.21 Promissory Note, dated May 11, 2021, by and between Heritage Global Inc. and C3bank, National Association (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2021, and incorporated herein by reference). 10.22 Commercial Security Agreement, dated May 11, 2021, by and between Heritage Global Inc. and C3bank, National Association (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2021, and incorporated herein by reference). 10.23 Pledge and Security Agreement, dated May 11, 2021, by and between Heritage Global Inc. and C3bank, National Association (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2021, and incorporated herein by reference). 10.24 Side Letter, dated May 5, 2021, by and between Heritage Global Inc. and C3bank, National Association ((filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2021, and incorporated herein by reference). 27 10.25 Amended and Restated Promissory Note, by and between Heritage Global Inc. and C3bank, National Association, effective as of May 26, 2023 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2023 (File No. 001-39471), and incorporated herein by reference). 10.26 Loan Modification Agreement and Reaffirmation of Loan, by and between Heritage Global Inc. and C3bank, National Association, effective as of May 26, 2023 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2023 (File No. 001-39471), and incorporated herein by reference). 10.27 Promissory Note, by and between Heritage Global Inc. and C3bank, National Association, effective as of May 26, 2023 (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2023 (File No. 001-39471), and incorporated herein by reference). 10.28 Business Loan Agreement, by and between Heritage Global Inc. and C3bank, National Association, effective as of May 26, 2023 (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2023 (File No. 001-39471), and incorporated herein by reference). 10.29 Pledge and Security Agreement, by and between Heritage Global Inc. and C3bank, National Association, effective as of May 26, 2023 (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2023 (File No. 001-39471), and incorporated herein by reference). 10.30 Asset Purchase Agreement, dated August 18, 2021, by and among Heritage ALT LLC, American Laboratory Trading, Inc., Dante LaTerra and Heritage Global Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on August 24, 2021 (File No. 001-39471), and incorporated herein by reference). 10.31 Purchase and Sale Agreement, dated August 18, 2021, between 12 Colton Road, LLC and HG ALT LLC (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 24, 2021 (File No. 001-39471), and incorporated herein by reference). 10.32 Subordinated Promissory Note, dated August 23, 2021, by and among Heritage ALT LLC, American Laboratory Trading, Inc., and Heritage Global Inc. (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 24, 2021 (File No. 001-39471), and incorporated herein by reference). 10.33 2022 Heritage Global Inc. Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 15, 2022) 10.34 Form of Option Grant for Options to Employees Granted Under 2022 Heritage Global Inc. Equity Incentive Plan. 10.35 Form of Option Grant for Options to Non-employees Granted Under 2022 Heritage Global Inc. Equity Incentive Plan. 10.36 Form of Restricted Stock Grant for Restricted Stock Granted Under 2022 Heritage Global Inc. Equity Incentive Plan. 16.1 Letter from Baker Tilly US, LLP, dated August 9, 2022, regarding change in certifying accountant (filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on August 15, 2022 (File No. 001-39471), and incorporated herein by reference). 21 List of subsidiaries. 23.1 Consent of UHY LLP 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. 32.2 Certification pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. 97.1 Heritage Global Inc. Compensation Recoupment Policy (Adopted Nov. 7, 2023). 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 28 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB Inline XBRL Taxonomy Extension Label Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Indicates a management contract or compensatory plan required to be filed as an exhibit. (c) Financial Statement Schedules The following Schedules are included in our Financial Statements: None. Item 16. For m 10-K Summary None. 29 SIGNA TURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. HERITAGE GLOBAL INC. (Registrant) Dated: March 14, 2024 By: /s/ Ross Dove Ross Dove, Chief Executive Officer (Principal Executive Officer) By: /s/ Brian J. Cobb Brian J. Cobb, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Ross Dove Chief Executive Officer and Director (Principal Executive Officer) March 14, 2024 Ross Dove /s/ David Ludwig Director March 14, 2024 David Ludwig /s/ Michael Hexner Director March 14, 2024 Michael Hexner /s/ William Burnham Director March 14, 2024 William Burnham /s/ Barbara Sinsley Director March 14, 2024 Barbara Sinsley /s/ Kelly Sharpe Director March 14, 2024 Kelly Sharpe /s/ Samuel L. Shimer Chairman of the Board of Directors March 14, 2024 Samuel L. Shimer 30 INDEX OF FINANCIAL STATEMENTS Title of Document Page Report of UHY LLP, Independent Registered Public Accounting Firm F- 1 Consolidated Balance Sheets as of December 31, 2023 and 2022 F- 3 Consolidated Statements of Income for the years ended December 31, 2023 and 2022 F- 4 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022 F- 5 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 F- 6 Notes to Consolidated Financial Statements F- 7 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Heritage Global Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Heritage Global Inc. and its subsidiaries (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the year ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matters communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation Allowance for Deferred Tax Assets As described in Notes 2 and 13 to the financial statements, the Company recognizes deferred tax assets and liabilities for temporary differences between the tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted tax rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. We identified the valuation allowance on deferred tax assets as a critical audit matter due to the high degree of judgment in projecting the realization of net operating losses. The primary procedures we performed to address this critical audit matter include the following: • Obtained an understanding of management’s estimate regarding the valuation allowance including the method, assumptions, and data used to develop the estimate by reviewing management prepared memo. • Examined the underlying data used in determining the valuation allowance, including historical financial data and prior utilization of net operating losses. • Evaluated the Company’s projections of future taxable income for reasonableness. • Reviewed tax provision and other disclosures related to the tax provision Allowance for Credit Losses over Notes Receivable On January 1, 2023 the Company adopted Accounting Standards Update 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which resulted in an adjustment to retained earnings on January 1, 2023 of $0.2 million. As described in Notes 2 and 3, the Company has recognized an allowance for credit losses for notes receivable of $0.7 million and within the Company’s portion of equity method investments of $0.9 million (together, “Receivables”). The allowance is a valuation account that is deducted from the carrying amount of Receivables to present the net amount of Receivables expected to be collected. The Company’s analysis uses a probability weighted cash flow analysis and other qualitative factors to measure the allowance for credit losses as of December 31, 2023. We identified the cash flow analysis and qualitative factors applied to the allowance for credit losses as a critical audit matter as auditing management’s determination of the qualitative factors and forecasts required significant auditor judgment. The primary procedures we performed to address this critical audit matter include the following: • Obtained an understanding of management’s estimate regarding the allowance for credit losses including the method, assumptions, and data used to develop the estimate by reviewing management prepared memorandum and analysis. • Examined the underlying data used in determining the allowance for credit losses, including forecasts of future collection, as well as historical collection data compared to the related forecasts. • Evaluated the repayment history for certain borrowers and evaluated future cash flow projections. /s/ UHY LLP We have served as the Company's auditor since 2022. West Des Moines, Iowa March 14, 2024 F- 2 HERITAGE GLOBAL INC. CONSOLIDATED B ALANCE SHEETS (In thousands of US dollars, except share and per share amounts) December 31, 2023 2022 ASSETS Current assets: Cash and cash equivalents $ 12,279 $ 12,667 Accounts receivable (net of allowance for credit losses of $ 132 in 2023 and $ 122 in 2022) 1,910 988 Current portion of notes receivable (net of allowance for credit losses of $ 650 in 2023 and $ 0 in 2022) 6,581 4,505 Inventory – equipment 5,074 4,619 Other current assets 448 1,113 Total current assets 26,292 23,892 Non-current portion of notes receivable, net 10,890 4,245 Equity method investments 21,361 13,973 Right-of-use assets 2,539 2,776 Property and equipment, net 1,705 1,571 Intangible assets, net 3,753 4,144 Goodwill 7,446 7,446 Deferred tax assets 9,115 9,449 Other assets 67 64 Total assets $ 83,168 $ 67,560 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 7,237 $ 8,924 Payables to sellers 4,975 3,188 Current portion of third party debt 1,733 3,411 Current portion of lease liabilities 789 703 Total current liabilities 14,734 16,226 Non-current portion of third party debt 5,495 871 Non-current portion of lease liabilities 1,859 2,164 Total liabilities 22,088 19,261 Commitments and contingencies (Note 12) Stockholders’ equity: Preferred stock, $ 10.00 par value, authorized 10,000,000 shares; issued and outstanding 563 and 565 shares of Series N as of December 31, 2023 and December 31, 2022; respectively, with liquidation preference over common stockholders equivalent to $ 1,000 per share 6 6 Common stock, $ 0.01 par value, authorized 300,000,000 shares; issued and outstanding 37,157,616 shares as of December 31, 2023 and 36,932,177 shares as of December 31, 2022 372 369 Additional paid-in capital 294,522 293,589 Accumulated deficit ( 233,026 ) ( 245,270 ) Treasury stock at cost, 396,175 shares as of December 31, 2023 and 243,468 shares as of December 31, 2022 ( 794 ) ( 395 ) Total stockholders’ equity 61,080 48,299 Total liabilities and stockholders’ equity $ 83,168 $ 67,560 The accompanying notes are an integral part of these consolidated financial statements. F- 3 HERITAGE GLOBAL INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands of US dollars, except share and per share amounts) Year Ended December 31, 2023 2022 Revenues: Services revenue $ 39,480 $ 23,419 Asset sales 21,065 23,495 Total revenues 60,545 46,914 Operating costs and expenses: Cost of services revenue 8,007 4,654 Cost of asset sales 12,724 16,256 Selling, general and administrative 26,040 21,326 Depreciation and amortization 514 536 Total operating costs and expenses 47,285 42,772 Earnings of equity method investments 1,059 6,978 Operating income 14,319 11,120 Interest expense, net ( 324 ) ( 113 ) Income before income tax expense (benefit) 13,995 11,007 Income tax expense (benefit) 1,520 ( 4,486 ) Net income $ 12,475 $ 15,493 Weighted average common shares outstanding – basic 36,677,098 36,016,619 Weighted average common shares outstanding – diluted 37,587,308 37,097,270 Net income per share – basic $ 0.34 $ 0.43 Net income per share – diluted $ 0.33 $ 0.42 The accompanying notes are an integral part of these consolidated financial statements. F- 4 HERITAGE GLOBAL INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands of US dollars, except share amounts) Additional Preferred stock Common stock paid-in Accumulated Treasury stock Shares Amount Shares Amount capital deficit Shares Amount Total Balance as of December 31, 2021 565 $ 6 36,574,702 $ 366 $ 293,030 $ ( 260,763 ) — $ — $ 32,639 Issuance of common stock from stock option awards — — 242,475 2 20 — — — 22 Issuance of restricted common stock — — 115,000 1 133 — — — 134 Stock-based compensation expense — — — — 406 — — — 406 Repurchase of common stock — — — — — — 243,468 ( 395 ) ( 395 ) Net income — — — — — 15,493 — — 15,493 Balance as of December 31, 2022 565 6 36,932,177 369 293,589 ( 245,270 ) 243,468 ( 395 ) 48,299 Cumulative change in accounting principle (Note 2) — — — — — ( 231 ) — — ( 231 ) Issuance of common stock from stock option awards — — 75,767 1 8 — — — 9 Issuance of restricted common stock — — 149,592 2 149 — — — 151 Issuance of common stock due to conversion of Series N Preferred stock ( 2 ) — 80 — — — — — - Stock-based compensation expense — — — — 776 — — — 776 Repurchase of common stock — — — — — — 152,707 ( 399 ) ( 399 ) Net income — — — — — 12,475 — — 12,475 Balance as of December 31, 2023 563 $ 6 37,157,616 $ 372 $ 294,522 $ ( 233,026 ) 396,175 $ ( 794 ) $ 61,080 The accompanying notes are an integral part of these consolidated financial statements. F- 5 HERITAGE GLOBAL INC. CONSOLIDATED STATEM ENTS OF CASH FLOWS (In thousands of US dollars) Year Ended December 31, 2023 2022 Cash flows from operating activities: Net income $ 12,475 $ 15,493 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of deferred issuance costs and fees ( 273 ) 279 Earnings of equity method investments ( 1,059 ) ( 6,978 ) Noncash credit loss 530 — Noncash lease expense 642 548 Depreciation and amortization 514 536 Deferred taxes 418 ( 4,961 ) Stock-based compensation expense 776 540 Changes in operating assets and liabilities: Accounts receivable ( 931 ) 1,744 Inventory – equipment ( 455 ) ( 1,399 ) Other assets 662 328 Accounts payable and accrued liabilities ( 1,440 ) 4,129 Payables to sellers 1,787 ( 3,263 ) Lease liabilities ( 625 ) ( 513 ) Net cash provided by operating activities 13,021 6,483 Cash flows from investing activities: Investment in notes receivable ( 29,826 ) ( 8,435 ) Payments received on notes receivable 11,876 3,446 Investment in equity method investments ( 17,224 ) ( 14,612 ) Return of investment in equity method investments 9,652 5,309 Cash distributions from equity method investments 1,059 6,991 Purchase of property and equipment ( 257 ) ( 215 ) Cash received on transfer of notes receivable to partners 8,851 — Net cash used in investing activities ( 15,869 ) ( 7,516 ) Cash flows from financing activities: Proceeds from debt payable to third parties 13,000 2,880 Repayment of debt payable to third parties ( 10,054 ) ( 2,429 ) Proceeds from issuance of common stock from stock option awards 36 66 Payments of tax withholdings related to issuance of restricted stock and cashless exercises of stock option awards ( 122 ) ( 44 ) Repurchase of common stock ( 400 ) ( 395 ) Net cash provided by financing activities 2,460 78 Net change in cash and cash equivalents ( 388 ) ( 955 ) Cash and cash equivalents as of beginning of period 12,667 13,622 Cash and cash equivalents as of end of period $ 12,279 $ 12,667 Supplemental cash flow information: Cash paid for taxes $ 848 $ 297 Cash paid for interest $ 411 $ 103 Noncash change in right-of-use assets $ 405 $ 630 Noncash change in lease liabilities $ 405 $ 630 The accompanying notes are an integral part of these consolidated financial statements. F- 6 HERITAGE GLOBAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Description of Business and Principles of Consolidation These consolidated financial statements include the accounts of Heritage Global Inc. together with its subsidiaries, including Heritage Global Partners, Inc. (“HGP”), National Loan Exchange Inc. (“NLEX”), Heritage Global LLC (“HG LLC”), Heritage Global Capital LLC (“HGC”), and Heritage ALT LLC (“ALT”). These entities, collectively, are referred to as “HG,” the “Company,” “we” or “our” in these consolidated financial statements. These consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), as outlined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and include the assets, liabilities, revenues, and expenses of all subsidiaries over which HG exercises control. All significant intercompany accounts and transactions have been eliminated upon consolidation. The Company began its operations in 2009 with the establishment of HG LLC. The business was subsequently expanded by the acquisitions of HGP, NLEX, and ALT in 2012, 2014, and 2021 respectively, and the creation of HGC in 2019. As a result, the Company is positioned to provide an array of value-added capital and financial asset solutions: auction and appraisal services, traditional asset disposition sales, and specialty financing solutions. The Company’s reportable segments consist of Auction and Liquidation, through HGP, Refurbishment & Resale, through ALT, Brokerage, through NLEX and Specialty Lending, through HGC. Repurchase Program The Company’s Board of Directors authorized a share repurchase program on May 5, 2022 (“2022 Repurchase Program”), which permits the Company to purchase up to an aggregate of $ 4.0 million in common shares over a three year period ending in June of 2025. As of December 31, 2023, the Company had approximately $ 3.2 million in remaining aggregate dollar value of shares that may be purchased under the program. During the year ended December 31, 2023 there were 152,707 shares repurchased in the open market for approximately $ 0.4 million and during the year ended December 31, 2022 there were 243,468 shares repurchased in the open market for approximately $ 0.4 million . Note 2 – Summary of Significant Accounting Policies Use of estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Significant estimates include the assessment of collectability of revenue recognized and the valuation of accounts receivable and notes receivable, inventory, investments, goodwill and intangible assets, liabilities, deferred income tax assets and liabilities including projecting future years’ taxable income, and stock-based compensation. These estimates have the potential to significantly impact our consolidated financial statements, either because of the significance of the financial statement item to which they relate, or because they require judgment and estimation due to the uncertainty involved in measuring, at a specific point in time, events that are continuous in nature. F- 7 Nature of Business The Company earns revenue both from commission or fee-based services, and from the sale of distressed or surplus assets. With respect to the former, revenue is recognized as the services are provided. With respect to the latter, the majority of the asset sale transactions are conducted directly by the Company and the revenue is recognized in the period in which the asset is sold. Fee based revenue is reported as services revenue, and the associated direct costs are reported as cost of services revenue. At the balance sheet date, any unsold assets which the Company owns are reported as inventory, any outstanding accounts receivable are included in the Company’s accounts receivable, and any associated liabilities are included in the Company’s accrued liabilities. Equipment inventory is expected to be sold within a year and is therefore classified as a current asset. The remaining asset sale transactions involve the Company acting jointly with one or more additional purchasers or lenders, pursuant to a partnership, joint venture or limited liability company agreement (collectively, “Joint Ventures”). Transactions in which the Company’s ownership share meets the criteria for the equity method investments under ASC Topic 323, Equity Method and Joint Ventures (“ASC 323”), are accounted for as equity method investments, and, accordingly, the Company’s proportionate share of the net income (loss) is reported as earnings of equity method investments. At each balance sheet date, the Company’s investments in these Joint Ventures are reported in the consolidated balance sheet as equity method investments. These investments are classified on the balance sheet as non-current assets due to the uncertainties relating to the timing of resale of the underlying assets as a result of the Joint Venture relationship. The Company monitors the value of the Joint Ventures’ underlying assets and liabilities and records a write down of its investments if the Company concludes that there has been a decline in the value of the net assets. As the activity of the Joint Ventures involves asset purchase/resale transactions, which is similar in nature to the Company’s other activities, the earnings (losses) of the Joint Ventures are included in the operating income in the accompanying consolidated income statements. Through HGC, a wholly owned subsidiary of HG, the Company provides specialty financing solutions to investors in charged-off and nonperforming asset portfolios. Specialty Lending - Concentration and credit risk As of December 31, 2023, the Company held a gross balance of investments in notes receivable of $ 38.4 million, recorded in both notes receivable and equity method investments. The Company's portfolio includes one borrower’s notes receivable balance of approximately $ 23.8 million, representing 62 % of the Company's total notes receivable balance as of December 31, 2023, down from 82 % as of December 31, 2022. The Company does not intend to hold highly concentrated balances due from any one borrower as part of its long-term strategy but will in the short term have concentration risk on its path to an established and more diversified portfolio. The Company does not evaluate concentration risk solely based on balance due from specific borrowers, but also considers the number of portfolio purchases, type of charged off accounts within the portfolio, and the seller of the portfolio when determining the overall risk. Of the balance due from one borrower of $ 23.8 million, there are 11 distinct loan agreements. The underlying portfolio of accounts are diversified throughout FinTech loans, installment loans and credit card accounts, and further diversified amongst six separate sellers of these charged off portfolios. The Company mitigates this concentration risk by requiring, and monitoring, security from each borrower consisting of their charged off and nonperforming receivable portfolios. The Company engages in a due diligence process that leverages its valuation expertise and knowledge in the underlying nonperforming receivable portfolios marketplace. In the event of default, the Company is entitled to call the unpaid interest and principal balances and receive all net collections directly. The Company may also recover its investment by engaging a third party to collect on the underlying charged off or nonperforming receivable portfolio or the underlying portfolio can be sold through the Company's Brokerage segment. In certain cases, the Company’s recovery options may be subject to concurrence of the originator or other prior holder of the assets. From inception of the specialty lending program through December 31, 2023, the Company has incurred no actual credit losses. F- 8 Loan Restructuring In October 2023, the Company became aware that its largest borrower was experiencing financial difficulty. In November 2023, the Company's subsidiary HGC and its affiliated joint ventures restructured loans with this borrower by restructuring certain outstanding loans (the "Restructured Loans") with an amortized cost basis of $ 51.6 million or 59 % of the amortized cost basis of the total charged-off asset portfolio loans of HGC and its affiliated joint ventures. The Company’s share of the Restructured Loans amortized cost basis is $ 22.2 million, or 57 % of HGC’s share of the loan book. On the Company's financial statements, $ 8.4 million is classified as notes receivable and $ 13.8 million is classified as equity method investments. All Restructured Loans were restructured by term extension, adding a weighted average of 1.5 years to the life of the Restructured Loans, which reduced the monthly payments for the borrower. HGC closely monitors the loans and the borrower’s financial condition and evaluates the borrower and loans for credit risk on a quarterly basis. As of September 30, 2023, the Company increased its allowance for credit losses related to its largest borrower experiencing financial difficulties. This resulted in an allowance for credit losses on the loans later restructured of $ 1.0 million as of September 30, 2023. Management reevaluated the potential credit loss related to the Restructured Loans again at year-end and as of December 31, 2023, the Company’s allowance for credit losses related to the Restructured Loans was $ 1.1 million, of which $ 0.4 million was classified as notes receivable and $ 0.7 million was recorded within equity method investments . Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company also considers certificate of deposit accounts with original maturity dates of 12 months or less and no significant early redemption cost to be cash equivalents. The Company maintains its cash and cash equivalents with financial institutions in the United States. These accounts may from time to time exceed federally insured limits. The Company has not experienced any losses on such accounts. Accounts receivable, net The Company’s accounts receivable primarily relate to the operations of its asset liquidation business. They generally consist of three major categories: (1) fees, commissions and retainers relating to appraisals and auctions, (2) receivables from asset sales, and (3) receivables from Joint Venture partners. The initial value of an account receivable corresponds to the fair value of the underlying goods or services. To date, a majority of the receivables have been classified as current and, due to their short-term nature, any decline in fair value would be due to issues involving collectability. At each financial statement date the collectability of each outstanding account receivable is evaluated, and an allowance is recorded if the book value exceeds the amount that is deemed collectable. The Company accrues interest income in Accounts Receivable for the current month’s remittance process related to its notes receivable. The Company does not apply a credit loss rate against its Accounts Receivable balance for accrued interest income due to the timing of collections shortly after period end and prior to the financial statement filing date. Accrued interest on loans totaled $ 0.2 million and $ 0.1 million at December 31, 2023 and December 31, 2022, respectively. See Note 10 for more detail regarding the Company’s accounts receivable. Notes receivable, net The Company’s notes receivable balance consists of loans to buyers of charged-off and nonperforming receivable portfolios, which is considered the only loan category or segment to be reported under the applicable accounting guidance. These loans are measured at historical costs and reported at their outstanding principal balances net of any unamortized deferred fees and costs on originated loans. Loan origination fees and certain direct origination costs are deferred and recognized as adjustments to interest income over the lives of the related loans. F- 9 Allowance for credit losses In 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”), which applies a current expected credit loss model which is a new impairment model based on expected losses rather than incurred losses. The expected credit losses, and subsequent adjustments to such losses, will be recorded through an allowance account that is deducted from, or added to, the amortized cost basis of the financial asset, with the net carrying value of the financial asset presented on the consolidated balance sheet at the amount expected to be collected. ASU 2016-13 eliminates the current accounting model for loans and debt securities acquired with deteriorated credit quality under ASC Topic 310-30, Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality, which provides authoritative guidance for the accounting of the Company’s notes receivable. With respect to smaller reporting companies, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of ASU 2016-13 resulted in an adjustment to retained earnings on January 1, 2023 of $ 0.3 million, and established an expected credit loss reserve against our receivables related to loans outstanding, including those held within equity method investments. The increase is a result of changing from an “incurred loss” model, which encompasses allowances for current known and inherent losses within the portfolio, to an “expected loss” model, which encompasses allowances for losses expected to be incurred over the life of the portfolio. Accounts receivable The Company carries accounts receivable at the face amounts less an allowance for estimated credit losses. As of December 31, 2022, an allowance for doubtful accounts of $ 0.1 million had been recorded. The Company estimates its reserve for credit losses using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts. The Company only extends credit to entities and institutions of significance, such as well-known academic and financial institutions and U.S. government agencies. Consequently, historical accounts receivable credit losses are nearly zero, which provides the starting point for management’s assessment of the reserve for credit losses for its accounts receivable. The Company elected to base its estimation of expected credit losses for accounts receivable on historical credit loss experience. However, in assessing relevant information including its assessment of current conditions, management determined that a credit loss allowance slightly higher than its historical data would indicate is appropriate for certain of its revenue generating activities. As of December 31, 2022 and under previously applicable GAAP, the Company recorded a $ 0.1 million allowance for doubtful accounts for accounts receivable. Using a revised basis for estimation under ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”), the Company increased the reserve for credit losses against its accounts receivable balances by approximately $ 10,000 . Consequently, to reflect the cumulative effects of the adoption of ASC 326, which requires the application of a credit loss model based prospectively on current expected credit losses (CECL), the Company recorded an additional reserve for credit losses and an increase to accumulated deficit of approximately $ 10,000 on the January 1, 2023 condensed consolidated balance sheets, and the balance of the reserve for credit losses was therefore $ 0.1 million as of January 1, 2023. As of December 31, 2023 the reserve for credit losses related to accounts receivable was approximately $ 0.1 million. Notes receivable Under ASC 326, the Company elected to evaluate notes receivable as a single pool, for individual notes receivable and borrowers with similar risk characteristics. Notes receivable and borrowers that do not share risk characteristics are evaluated on an individual basis. Management estimates the reserve balance using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience typically provides the basis for an estimation of expected credit losses; however, the Company lacks sufficient data upon which to base a historical estimation. Additionally, since the Company began recording notes receivable on the condensed consolidated balance sheets, the Company has recorded no actual credit losses to notes receivable. F- 10 Lacking historical internal data upon which to base a reserve for credit losses to notes receivable, the Company, under ASC 326, elected to base its reserve on external credit loss experience data. Management observes that the Company's notes receivable are similar in character to transactions undertaken by smaller banking institutions. The Company elected to base its estimation of expected credit losses on the Scaled Current Expected Credit Loss (CECL) Allowance Loss Estimator ("SCALE rate") available from the Federal Reserve, which was 1.3231 % as of January 1, 2023. The SCALE rate methodology is endorsed by the FASB and the Conference of State Bank Supervisors. Management determined under ASC 326 that the SCALE rate, a generally applicable rate, may be appropriately adjusted by its assessment of observable facts and relevant circumstances indicating that the factors analyzed in the determination of the SCALE rate may not conform to the Company's operations and borrower assessments. However, in conducting its assessment of these factors, management concluded that no adjustment to the SCALE rate is warranted as of January 1, 2023. As of December 31, 2022 and under previously acceptable GAAP, the Company recorded no reserve for credit losses to notes receivable. Using a revised basis for estimation under ASC 326, management determined the cumulative reserve for credit losses of $ 0.2 million was appropriate for notes receivable recorded on the consolidated balance sheet as of December 31, 2022. Consequently, to reflect the cumulative effects of the adoption of ASC 326, the Company recorded the reserve for credit losses and an increase to accumulated deficit of $ 0.2 million on the January 1, 2023 consolidated balance sheet, and balance of the reserve for credit losses was therefore $ 0.2 million as of January 1, 2023. As of December 31, 2023, the SCALE rate increased to 1.4183 % and the Company's credit loss rate specific to notes receivable was 3.6 %. The increase over the SCALE rate was due to both the above mentioned risks presented by a concentrated balance with a single borrower and declining collections industry-wide. As of December 31, 2023 the Company has recorded an allowance for credit losses related to notes receivable outstanding of $ 0.7 million. In order to evaluate the need for an adjustment to the receivable balance related to credit losses, or impairment, the Company performs a review of all outstanding loan receivables on a quarterly basis to determine if any indicators exist that suggest the loan will not be fully recoverable and assess the credit quality of the loan receivables. This review includes monthly and cumulative key performance indicators for each loan and borrower, as well as evaluation of borrower's financial condition. The Company has one class of financing receivables with similar credit risk. The only specific breakout to the credit risk policy is if a borrower is experiencing financial difficulty. As described above, the Company notes that one of its borrowers was experiencing financial difficulty. All of the loans comprising this borrower’s $ 23.8 million loan balance outstanding at December 31, 2023 were originated or restructured during 2023. Of the loan balance outstanding at December 31, 2023, originations on loans to the Company's other borrowers were $ 13.6 million and $ 1.0 million in 2023 and 2022, respectively. Equity method investments Upon adoption of ASC 326 on January 1, 2023, the Company evaluated the receivable balances held by its affiliated joint ventures and recorded an adjustment to reduce earnings from equity method investments by the Company's share of the allowance for credit losses recorded on the joint ventures’ books of $ 0.2 million. Similar to notes receivable, the loans held by the joint ventures are evaluated on a quarterly basis to determine if an adjustment to the allowance for credit losses is needed. As of December 31, 2023, the SCALE rate increased to 1.4183 % and the credit loss rate specific to equity method investments was 4.3 %. The increase over the SCALE rate was due to both the above mentioned risks presented by a concentrated balance with a single borrower and declining collections industry-wide. As of December 31, 2023, the Company has recorded an allowance for credit losses related to its equity method investments of $ 0.9 million. Inventory - equipment The Company’s inventory consists of assets acquired for resale, which are normally expected to be sold within a one-year operating cycle. All inventory is recorded at the lower of cost or net realizable value. F- 11 Employee retention credit On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law providing numerous tax provisions and other stimulus measures, including the Employee Retention Credit ("ERC"), which is a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERC. As an employer that carried on a trade or business during calendar year 2020 and whose gross receipts were less than 80 % in relation to comparable periods in 2019, the Company is eligible for the refundable ERC under the Cares Act for the quarters ended June 30, 2021 and September 30, 2021. As the Company has incurred certain employment taxes during 2021 and have yet to receive the refundable ERC, the Company has accounted for the credit as a loss recovery under ASC Topic 410, Asset Retirement and Environmental Obligations (by analogy), which indicates that a claim for recovery should be recognized only when the claim is probable as it is defined in ASC Topic 450, Contingencies . The Company has determined that the claim is in alignment with applicable regulatory criteria, the amounts are known and realizable, and refundable ERC is probable. As of December 31, 2023, we have received $ 0.7 million related to the employee retention credit. $ 0.6 million was recorded as a receivable as of December 31, 2022, and $ 0.1 million was offset against selling, general and administrative costs on the statement of income in 2023. Equity method investments As noted above, the Company conducts a portion of its business through Joint Ventures. Transactions in which the ownership share meets the criteria for the equity method investments under ASC 323 are accounted for using the equity method of accounting whereby the Company's proportionate share of the Joint Venture’s net income (loss) is reported in the consolidated income statement as earnings of equity method investments. At the balance sheet date, the Company's investments in these Joint Ventures are reported in the consolidated balance sheet as equity method investments. The Company monitors the value of each Joint Ventures’ underlying assets and liabilities, and records a write down of the investments should the Company conclude that there has been a decline in the value of the net assets. These investments have historically been classified as non-current in the Company's consolidated financial statements due to the uncertainties relating to the timing of resale of the underlying assets as a result of the Joint Venture relationship. See Note 5 for further detail. Fair value of financial instruments The fair value of financial instruments is the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. At December 31, 2023 and 2022, the carrying values of the Company’s cash and cash equivalents, accounts receivable, other assets, and accounts payable approximate fair value given the short term nature of these instruments. The Company’s notes receivable and debt obligations approximate fair value as a result of the interest rate on the receivable or debt obligation approximating prevailing market rates. There are three levels within the fair value hierarchy: Level 1 – quoted prices in active markets for identical assets or liabilities; Level 2 – significant other observable inputs; and Level 3 – significant unobservable inputs. At December 31, 2023 and 2022, the Company had no material financial instruments requiring fair value measurement on a recurring basis. F- 12 Intangible assets Intangible assets are recorded at fair value upon acquisition. Those with an estimated useful life are amortized, and those with an indefinite useful life are unamortized. Subsequent to acquisition, the Company monitors events and changes in circumstances that require an assessment of intangible asset recoverability. Indefinite-lived intangible assets are assessed at least annually to determine both if they remain indefinite-lived and if they are impaired. The Company assesses whether or not there have been any events or changes in circumstances that suggest the value of the asset may not be recoverable. Amortized intangible assets are not tested annually, but are assessed when events and changes in circumstances suggest the assets may be impaired. If an assessment determines that the carrying amount of any intangible asset is not recoverable, an impairment loss is recognized in the income statement, determined by comparing the carrying amount of the asset to its fair value. All of the Company’s identifiable intangible assets at December 31, 2023 and 2022 have been acquired as part of the acquisitions of HGP in 2012, NLEX in 2014 and ALT in 2021, and are discussed in more detail in Note 10. No impairment charges were necessary during 2023 and 2022. Goodwill Goodwill, which results from the difference between the purchase price and the fair value of net identifiable tangible and intangible assets acquired in a business combination, is not amortized but, in accordance with GAAP, is tested at least annually for impairment. The Company performs its annual impairment test as of October 1. In testing goodwill, the Company initially uses a qualitative approach and analyzes relevant factors to determine if events and circumstances have affected the value of the goodwill. If the result of this qualitative analysis indicates it is more likely than not that the value has been impaired, the Company then applies a quantitative approach to calculate the difference between the goodwill’s recorded value and its fair value. An impairment loss is recognized to the extent that the recorded value exceeds its fair value. Goodwill, in addition to being tested for impairment annually, is tested for impairment at interim periods if an event occurs or circumstances change such that it is more likely than not that the carrying amount of goodwill may be impaired. All of the Company’s goodwill relates to its acquisitions of HGP in 2012, NLEX in 2014 and ALT in 2021, and is discussed in more detail in Note 9. Deferred income taxes The Company recognizes deferred tax assets and liabilities for temporary differences between the tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted tax rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. In 2014, as a result of incurring losses in previous years, the Company recorded a valuation allowance against all of its net deferred tax assets. In the fourth quarter of 2022, the Company recorded a reduction to the valuation allowance resulting in a net deferred tax asset balance of approximately $ 9.4 million as it was more likely than not that a significant portion our net operating loss carryforwards will be utilized. In the fourth quarter of 2023, the Company further reduced the valuation allowance by $ 2.2 million, resulting in a net deferred tax asset balance of approximately $ 9.1 million, to align with the Company's updated forecasts. For further discussion of our income taxes, see Note 13. Liabilities and contingencies The Company is involved from time to time in various legal matters arising out of its operations in the normal course of business. On a case by case basis, the Company evaluates the likelihood of possible outcomes for this litigation. Based on this evaluation, the Company determines whether a loss accrual is appropriate. If the likelihood of a negative outcome is probable, and the amount can be reasonably estimated, the Company accounts for the estimated loss in the current period. See Note 12 for further discussion. Revenue recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) and ASC Topic 310, Receivables (“ASC 310”). F- 13 Services revenue generally consists of commissions and fees from providing auction services, appraisals, brokering of sales transactions, and secured lending. Asset sales revenue generally consists of proceeds obtained through sales of purchased assets. With the exception of revenue generated within our Specialty Lending segment, revenue is recognized for both services revenue and asset sales revenue based on the ASC 606 standard recognition model, which consists of the following: (1) an agreement exists between two or more parties that creates enforceable rights and obligations, (2) the performance obligations are clearly identified, (3) the transaction price has been determined, (4) the transaction price has been properly allocated to each performance obligation, and (5) the entity satisfies a performance obligation by transferring a promised good or service to a customer for each of the entities. All services and asset sales revenue from contracts with customers consists of three reportable segments: Auction and Liquidation, Refurbishment & Resale, and Brokerage. Generally, revenue is recognized at the point in time in which the performance obligation has been satisfied and full consideration is received. The exception to recognition at a point in time occurs when certain contracts provide for advance payments recognized over a period of time. Services revenue recognized over a period of time is not material in comparison to total revenues (less than 1 % of total revenues for the year ended December 31, 2023), and therefore not reported on a disaggregated basis. Further, as certain contracts stipulate that the customer make advance payments, amounts not recognized within the reporting period are considered deferred revenue and the Company’s “contract liability”. As of December 31, 2023, the deferred revenue balance was approximately $ 0.5 million and is recorded within accounts payable and accrued liabilities on the consolidated balance sheet. The deferred revenue balance is primarily related to customer deposits on asset sales within the Refurbishment & Resale segment. The Company records receivables in certain situations based on timing of payments for Auction and Liquidation transactions held at the end of the reporting period; however, revenue is generally recognized in the period that the Company satisfies the performance obligation and cash is collected. The Company does not record a “contract asset” for partially satisfied performance obligations. For auction services and brokerage sale transactions, funds are typically collected from buyers and are held by the Company on the seller's behalf. The funds are included in cash and cash equivalents in the consolidated balance sheets. The Company releases the funds to the seller, less the Company's commission and other fees due, after the buyer has accepted the goods. The amount of cash held on behalf of the sellers is recorded as payables to sellers in the accompanying consolidated balance sheets. The Company evaluates revenue from Auction and Liquidation and Brokerage segment transactions in accordance with the accounting guidance to determine whether to report such revenue on a gross or net basis. The Company has determined that it acts as an agent for its fee based transactions and therefore reports the revenue from transactions in which the Company acts as an agent on a net basis. The Company also earns income through transactions that involve the Company acting jointly with one or more additional purchasers or lenders, pursuant to a partnership, joint venture or limited liability company (“LLC”) agreement. For these transactions, in which the Company’s ownership share meets the criteria for the equity method investments under ASC Topic 323, the Company does not record revenue or expense. Instead, the Company’s proportionate share of the net income (loss) is reported as earnings of equity method investments. In general, the Joint Ventures apply the same revenue recognition and other accounting policies as the Company. Through our Specialty Lending segment, the Company provides specialty financing solutions to investors in charged-off and nonperforming asset portfolios. The Company recognizes revenue generated by lending activity in accordance with ASC 310. Fees collected in relation to the issuance of loans includes loan origination fees, interest income, portfolio monitoring fees, and a backend profit share percentage related to the underlying asset portfolio. The loan origination fees are offset with any direct origination costs and are deferred upon issuance of the loan and amortized over the lives of the related loans, as an adjustment to interest income. The interest method is used to arrive at a periodic interest cost (including amortization) that will represent a level effective rate on the sum of the face amount of the debt and (plus or minus) the unamortized premium or discount and expense at the beginning of each period. The monitoring fees and the backend profit share are considered a separate earnings process as compared to the origination fees and interest income. Monitoring fees are recorded at the agreed upon rate, and at the moment in which payments are made by the borrower. The backend profit share is recognized in accordance with the agreed upon rate at the time in which the amount is realizable and earned. The recognition policy was established due to the uncertainty of timing of the amount of backend profit share which will be realized. F- 14 Cost of services revenue and asset sales Cost of services revenue generally includes the direct costs associated with generating commissions and fees from the Company’s auction and appraisal services, merger and acquisition advisory services, and brokering of charged-off receivable portfolios. The Company recognizes these expenses in the period in which the revenue they relate to is recorded. Cost of asset sales generally includes the cost of purchased inventory and the related direct costs of selling inventory. The Company recognizes these expenses in the period in which title to the inventory passes to the buyer, and the buyer assumes the risk and reward of the inventory. Stock-based compensation The Company’s stock-based compensation is primarily in the form of options to purchase common shares and issuances of restricted stock. The grant date fair value of stock options is calculated using the Black-Scholes option pricing model. The determination of the fair value of the Company’s stock options is based on a variety of factors including, but not limited to, the price of the Company’s common stock, the expected volatility of the stock price over the expected life of the award, and expected exercise behavior. The grant date fair value of the awards is subsequently expensed over the vesting period, net of estimated forfeitures. The provisions of the Company’s stock-based compensation plans do not require the Company to settle any options by transferring cash or other assets, and therefore the Company classifies the option awards as equity. See Note 16 for further discussion of the Company’s stock-based compensation. Advertising The Company expenses advertising costs in the period in which they are incurred. Advertising and promotion expense included in selling, general and administrative expense for the years ended December 31, 2023 and 2022, was $ 0.6 million and $ 0.4 million, respectively. Future accounting pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which, among other updates, requires enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of ASU 2023-07 on its consolidated financial statements and the related disclosures. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires enhanced annual disclosures with respect to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of ASU 2023-07 on its consolidated financial statements and the related disclosures. Note 3 – Notes Receivable, net The Company’s notes receivable balance consists of loans to buyers of charged-off and nonperforming receivable portfolios, which resulted in a total balance of approximatel y $ 17.5 million, net of unamortized deferred fees and costs on originated loans and the allowance for credit losses as of December 31, 2023. The activity during 2023 includes the additional investment in notes receivable net of transfers to partners of approximately $ 21.0 million, principal payments made by borrowers of approximately $ 11.9 million, adjustments to the deferred fees and costs balance of approximately $ 0.1 million, and the allowance for credit losses totaling approximately $ 0.7 million. F- 15 The table below shows the Company’s lending activity: 2023 2022 Notes receivable, beginning of year $ 9,161 $ 4,172 Investment in notes receivable 29,826 8,435 Transfer of notes ( 8,851 ) — Principal repayments ( 11,876 ) ( 3,446 ) Notes receivable, end of year 18,260 9,161 Deferred financing fees and costs, net ( 139 ) ( 411 ) Allowance for credit loss ( 650 ) — Notes receivable, net, end of year $ 17,471 $ 8,750 In accordance with ASC 326, the Company performs a review of notes receivable on a quarterly basis. During 2023, the Company recorded a provision for credit losses in selling, general and administrative expense on the consolidated statement of income of approximately $ 0.5 million. As of December 31, 2023, the allowance for credit losses was approximately $ 0.7 million. An allowance for credit losses was no t recorded as of December 31, 2022. The allowance for credit losses in 2023 was primarily driven by weakening economic conditions for the underlying charged-off and nonperforming portfolio collections and increases in loan balances. The Company's credit loss reserve rate specific to its notes receivable balance as of December 31, 2023 was 3.6 %. As of December 31, 2023, the Company has recorded no actual credit losses on notes receivable. Note 4 – Lessor Arrangement In June 2019, the Company, with certain partners, entered into agreements to lease, with a purchase option, a fully functional manufacturing building, including all machinery and equipment held within. The assets under lease relate to the Company’s purchase, with certain partners, of a pharmaceutical campus in Huntsville, Alabama, which was finalized in the fourth quarter of 2018. The lessee is obligated to make monthly lease payments over a ten year period, totaling approximately $ 13.2 million for the real estate portion, and monthly lease payments over a six year period totaling approximately $ 9.7 million for the machinery and equipment. The lessor arrangement is classified as a sales-type lease, and, therefore, the present value of future lease payments has been recognized as revenue and a lease receivable as of the effective date. The real estate portion of the arrangement is held by CPFH LLC, the joint venture, and is accounted for under the equity method where the Company’s share in earnings from equity method investments is shown in one line item on the income statement. Refer to Note 5 for further information. The machinery and equipment portion of the arrangement is jointly owned by all the partners of CPFH LLC, apart from the joint venture entity. Therefore, the Company has derecognized the leased asset of approximately $ 0.9 million and recognized as revenue approximately $ 1.2 million, which represents the present value of future lease payments and a lease receivable included in the accounts receivable line item on the balance sheet, consistent and reflective of its business model for asset sales. The purchase option for both the real estate and machinery and equipment could be exercised at any time on or after December 1, 2019, and before May 31, 2021, for a total purchase price of $ 20.0 million, of which $ 12.0 million and $ 8.0 million are allocated to the real estate and machinery and equipment, respectively. On May 31, 2021, the lessee delivered written notice to exercise the purchase option. The lessee confirmed that its intention was to exercise the option, however, was unable to complete the transaction before the purchase option’s original expiration date of November 30, 2021. CPFH LLC and lessee negotiated an amendment to the purchase option in March of 2022, increasing the purchase price for the real estate to $ 15.0 million. On June 30, 2022, the lessee exercised its purchase option by completing the real estate transaction and terminating the lease. F- 16 Note 5 – Equity Method Investments In November 2018, CPFH LLC, of which the Company holds a 25 % share, was formed to purchase certain real estate assets among partners in a joint venture. In March 2020, HGC Origination I LLC and HGC Funding I LLC were formed as joint ventures with a partner for purposes of conducting business relating to the sourcing, origination and funding of loans to debt purchasing clients. In April 2022, KNFH LLC, of which the Company holds a 25 % share, was formed to purchase certain real estate assets and machinery and equipment among partners in a joint venture. In December 2022, DHC8 LLC, of which the Company holds a 13.33 % share was formed to provide funding and receive principal and interest payments as a result of the initial investment. In May 2023, HGC MPG Funding LLC, of which the Company holds a 25 % share, was formed as a joint venture with a partner for purposes of conducting business relating to the sourcing, origination and funding of loans to debt purchasing clients. In December 2023, KNFH II LLC, of which the Company holds a 25 % share, was formed to purchase certain real estate assets and machinery and equipment among partners in a joint venture. CPFH LLC, KNFH LLC, DHC8 LLC and KNFH II LLC are joint ventures formed in connection with the Company’s Industrial Assets division, whereas HGC Origination I LLC, HGC Funding I LLC, and HGC MPG Funding LLC were formed in connection with the Financial Assets division. The Company has significant influence over the operations and financial policies of each of its equity method investments. In accordance with ASC 326, the Company performs a review of notes receivable on a quarterly basis for each of its specialty lending investments. For the year ended December 31, 2023, the Company’s share of the joint venture’s provision for credit losses was approximately $ 0.7 million. As of December 31, 2023, the Company's share of the allowance for credit losses was approximately $ 0.9 million, representing a credit loss rate of 4.3 % specific to its equity method investments, which was primarily related to HGC Origination I LLC and HGC MPG Funding LLC. The provision for credit losses was primarily driven by weakening economic conditions for the underlying charged-off and nonperforming portfolio collections and increases in loan balances. As of December 31, 2023, the Company has recorded no actual credit losses through its equity method investments. Based on the nature of our equity method investments, the joint venture entities' revenues and gross profit are not materially different and furthermore, operating income and net income have no material differences. The table below details the Company’s joint venture revenues and earnings (in thousands): Year Ended December 31, 2023 2022 Revenues and gross profit: CPFH LLC $ — $ 31,072 KNFH LLC 303 22,183 DHC8 LLC 1,533 — KNFH II LLC — — HGC Funding I LLC and Origination I LLC 4,942 2,665 HGC MPG Funding LLC 1,400 — Total revenues and gross profit $ 8,178 $ 55,920 Operating income (loss) and net income (loss): CPFH LLC $ — $ 15,357 KNFH LLC ( 146 ) 9,930 DHC8 LLC 1,305 — KNFH II LLC — — HGC Funding I LLC and Origination I LLC 4,378 2,645 HGC MPG Funding LLC 1,395 — Total operating income (loss) and net income (loss) $ 6,932 $ 27,932 The table below details the summarized components of assets and liabilities of the Company’s joint ventures (in thousands): F- 17 December 31, December 31, 2023 2022 Assets: CPFH LLC — — KNFH LLC 292 — DHC8 LLC 7,061 8,561 KNFH II LLC 8,150 — HGC Funding I LLC and Origination I LLC 28,389 53,385 HGC MPG Funding LLC 38,081 — Total assets $ 81,973 $ 61,946 Liabilities: CPFH LLC — — KNFH LLC 289 47 DHC8 LLC 1,102 1,028 KNFH II LLC 4,000 — HGC Funding I LLC and Origination I LLC 10 1,504 HGC MPG Funding LLC — — Total liabilities $ 5,401 $ 2,579 Note 6 – Earnings per Share The Company is required, in periods in which it has net income, to calculate basic earnings per share (“basic EPS”) using the two-class method. The two-class method is required because the Company’s shares of Series N preferred stock, each of which is convertible to 40 common shares, have the right to receive dividends or dividend equivalents should the Company declare dividends on its common stock. Under the two-class method, earnings for the period are allocated on a pro-rata basis to the common and preferred stockholders. The weighted-average number of common and preferred shares outstanding during the period is then used to calculate basic EPS for each class of shares. For 2023 and 2022, the earnings allocated to the preferred shares outstanding were not material. In periods in which the Company has a net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two-class method is not used in periods in which the Company has a net loss because the preferred stock does not participate in losses. Stock options and other potential common shares are included in the calculation of diluted earnings per share (“diluted EPS”). The Company uses the treasury stock method for calculating dilutive potential common shares. In calculating diluted EPS, such shares are assumed to be exercised or converted, except when their effect would be anti-dilutive. The table below shows the calculation of the shares used in computing diluted EPS: Year Ended December 31, Weighted Average Shares Calculation: 2023 2022 Basic weighted average shares outstanding 36,677,098 36,016,619 Treasury stock effect of common stock options and restricted stock awards 910,210 1,080,651 Diluted weighted average common shares outstanding 37,587,308 37,097,270 For both 2023 and 2022 there were potential common shares totaling approximately 0.8 million that were excluded from the computation of diluted EPS as the inclusion of such shares would have been anti-dilutive. F- 18 Note 7 – Leases The Company leases office and warehouse space primarily in four locations: Del Mar, CA; Hayward, CA; San Diego, CA and Edwardsville, IL. As each contract does not meet any of the criteria for financing lease classification, the Company has determined that each lease arrangement should be classified as an operating lease. On August 12, 2022, the Company entered into an agreement (the “Lease”) with Liberty Industrial Park, LLC (“Landlord”) pursuant to which the Company leases 6,627 square feet of industrial space in San Diego, California from Landlord. The Lease has a commencement date of September 1, 2022. The Lease provides for an initial monthly base rent of $ 11,266 , which increases on an annual basis to $ 13,180 per month in the final year. In addition, the Company is obligated to pay its share of maintenance costs of common areas. On June 1, 2023, the Company amended its Edwardsville office building lease with David Ludwig, extending the term of the agreement to May 31, 2027 and setting rent amounts for the new term. It provides for an initial monthly base rent of $ 9,412 , which increases on an annual basis to $ 9,914 per month in the final year. The right-of-use assets and lease liabilities for each location are as follows (in thousands): December 31, December 31, Right-of-use assets: 2023 2022 Del Mar, CA $ 186 $ 336 Hayward, CA 1,525 1,800 San Diego, CA 477 590 Edwardsville, IL 351 50 Total right-of-use assets $ 2,539 $ 2,776 December 31, December 31, Lease liabilities: 2023 2022 Del Mar, CA $ 203 $ 360 Hayward, CA 1,594 1,852 San Diego, CA 498 605 Edwardsville, IL 353 50 Total lease liabilities $ 2,648 $ 2,867 The Company’s leases generally do not provide an implicit rate, and, therefore, the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment. The Company used its incremental borrowing rate as of January 1, 2019 for operating leases that commenced prior to that date. As of January 1, 2019, the Company’s incremental borrowing rate was 5.25 %. For leases commencing after January 1, 2019 the Company uses its incremental borrowing rate at time of commencement. On September 1, 2022 and June 1, 2023, the Company’s incremental borrowing rate was 5.50 %. and 7.25 %, respectively. The weighted average remaining lease term for operating leases is 4.1 years and the weighted average discount rate is 5.35 %. Lease expense for leases determined to be operating leases is recognized on a straight-line basis over the lease term. For 2023 and 2022, lease expense was approximately $ 0.8 million and $ 0.7 million, respectively. Cash paid for operating leases in both 2023 and 2022 was $ 0.8 million. The Company had no short-term or variable leases in 2023 or 2022. The lease expense for each location are as follows (in thousands): F- 19 December 31, December 31, 2023 2022 Del Mar, CA $ 163 $ 163 Hayward, CA 361 361 San Diego, CA 144 48 Edwardsville, IL 113 109 Total $ 781 $ 681 As of December 31, 2023, undiscounted future minimum lease payments related to leases that have initial or remaining lease terms in excess of one year are as follows (in thousands): 2024 $ 789 2025 660 2026 649 2027 543 2028 299 Total undiscounted future minimum lease payments 2,940 Less imputed interest ( 292 ) Present value of lease liabilities $ 2,648 Note 8 – Property and Equipment, net Property and equipment are recorded at historical cost. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives on a straight-line basis. The life of the building acquired in connection of the ALT purchase transaction was determined to be 25 years. Leasehold improvements are amortized over the useful life of the asset or the lease term, whichever is shorter. Estimated service lives are five years for furniture, fixtures and office equipment and three years for software and technology assets. Expenditures for repairs and maintenance not considered to substantially lengthen the life of the asset or increase capacity or efficiency are charged to expense as incurred. The following summarizes the components of the Company’s property and equipment (in thousands): December 31, 2023 December 31, 2022 Building $ 985 $ 985 Land 397 397 Furniture, fixtures and office equipment 286 223 Software and technology assets 372 173 Vehicles 11 11 2,051 1,789 Accumulated depreciation ( 346 ) ( 218 ) Property and equipment, net $ 1,705 $ 1,571 Depreciation expense related to property and equipment was $ 0.1 million for both the years ended December 31, 2023 and 2022. F- 20 Note 9 – Intangible Assets and Goodwill Intangible assets The details of identifiable intangible assets as of December 31, 2023 and 2022 are shown below (in thousands except for lives): Original Remaining Carrying Value Carrying Value Life Life December 31, December 31, Amortized Intangible Assets (years) (years) 2022 Amortization 2023 Trade Name (HGP) 14 1.0 $ 257 $ ( 129 ) $ 128 Trade Name (ALT) 20 17.7 607 ( 32 ) 575 Vendor Relationship (ALT) 5 2.7 843 ( 230 ) 613 Total 1,707 ( 391 ) 1,316 Unamortized Intangible Assets Trade Name (NLEX) N/A N/A 2,437 — 2,437 Total $ 4,144 $ ( 391 ) $ 3,753 Original Remaining Carrying Value Carrying Value Life Life December 31, December 31, Amortized Intangible Assets (years) (years) 2021 Amortization 2022 Customer Relationships (HGP) 12 — $ 30 $ ( 30 ) $ — Trade Name (HGP) 14 2.0 386 ( 129 ) 257 Trade Name (ALT) 20 18.7 639 ( 32 ) 607 Vendor Relationship (ALT) 5 3.7 1,073 ( 230 ) 843 Total 2,128 ( 421 ) 1,707 Unamortized Intangible Assets Trade Name (NLEX) N/A N/A 2,437 — 2,437 Total $ 4,565 $ ( 421 ) $ 4,144 Amortization expense during each of 2023 and 2022 was $ 0.4 million. No significant residual value is estimated for these intangible assets. The estimated amortization expense during future years is shown below (in thousands): Year Amount 2024 $ 391 2025 263 2026 186 2027 33 2028 33 Thereafter 412 Total $ 1,316 Goodwill Goodwill consisted of the following at December 31, 2023 and 2022 (in thousands): Acquisition December 31, 2023 December 31, 2022 ALT $ 1,861 $ 1,861 HGP 2,041 2,041 NLEX 3,544 3,544 Total goodwill $ 7,446 $ 7,446 The Company performed its annual impairment test for the year ended December 31, 2023 and 2022, and determined that no impairment charges were necessary. F- 21 Note 10 – Accounts Receivable and Accounts Payable Accounts receivable, net As described in Note 2, the Company’s accounts receivable are primarily related to the operations of its business. With respect to auction proceeds and asset dispositions, including NLEX’s brokerage transactions, the assets are not released to the buyer until payment has been received. The Company, therefore, is not exposed to significant collectability risk relating to these receivables. Given this experience, together with the ongoing business relationships between the Company and its joint venture partners, the Company has not historically required a formal credit quality assessment in connection with these activities. The Company has not experienced any significant collectability issues with its accounts receivable. As the Company’s business expands, more comprehensive credit assessments may be required. The Company's allowance for doubtful accounts was approximately $ 0.1 million as of December 31, 2022. In accordance with ASC 326, the Company performs a review of accounts receivables on a quarterly basis. During the year ended December 31, 2023, the Company recorded no material adjustments for credit losses in selling, general and administrative expense on the condensed consolidated statement of income related to accounts receivable. As of December 31, 2023, the allowance for credit losses was approximately $ 0.1 million. Accounts payable and accrued liabilities Accounts payable and accrued liabilities consisted of the following, (in thousands): 2023 2022 Remuneration and benefits 4,423 4,660 Accrued auction and liquidation expenses 705 2,573 Due to Joint Venture partners 638 793 Deferred revenue 497 279 Sales and other taxes 626 220 Accounting, auditing and tax consulting 189 204 Other 159 195 Total accounts payable and accrued liabilities $ 7,237 $ 8,924 Note 11 – Debt Outstanding debt is summarized as follows (in thousands): December 31, 2023 December 31, 2022 Current: ALT note $ 511 $ 531 2021 credit facility - 2,880 2023 credit facility 1,222 - Total third party debt, current 1,733 3,411 Non-current: ALT note 395 871 2023 credit facility 5,100 - Total third party debt, non-current 5,495 871 Total third party debt $ 7,228 $ 4,282 2021 Credit Facility F- 22 On May 5, 2021, the Company entered into a promissory note, business loan agreement, commercial security agreement and pledge agreement (the “2021 Credit Facility”) with C3bank, National Association ("Lender") for a $ 10.0 million revolving line of credit. The Company is permitted to use the proceeds of the loan solely for its business operations. The Company is the borrower under the 2021 Credit Facility. The 2021 Credit Facility is secured by a security interest in certain of the Company’s subsidiaries’ current and future tangible and intangible assets, inventory, chattel paper, accounts, equipment and general intangibles, and a pledge of the equity of the direct and indirect subsidiaries of the Company. On August 23, 2022, the Company entered into a Loan Modification Agreement and Reaffirmation of Loan (the “2022 Modification Agreement”), effective as of April 1, 2022, by and between the Company and Lender. The 2022 Modification Agreement modified and reaffirmed the 2021 Credit Facility to provide for, among other things, the arrangement of financial covenants, which remained unchanged, into two categories: (i) financial covenants used to resize the maximum principal amount available to the Company as of the date of determination (as determined by Lender in its sole discretion), and (ii) financial covenants to be maintained by the Company. On May 26, 2023, the Company entered into a Loan Modification Agreement and Reaffirmation of Loan (the “Modification Agreement”), effective as of May 26, 2023, by and between the Company and Lender. The Modification Agreement modifies and reaffirms the 2021 Credit Facility to, among other things, extend the maturity date, modify the applicable interest rate, and further modify the loan covenants. The maturity date was modified to October 27, 2024 . The applicable interest rate spread and floor was modified to be the Wall Street Journal Prime rate plus 1.00 % (such rate not to be less than 6.75 % per annum). Additionally, the Modification Agreement modifies the loan covenants to provide that the Company shall pay the Lender an annual unused line fee, payable on the earlier of (a) bi-annually every six (6) months in arrears, within ten (10) days thereof, commencing on October 27, 2023, or (b) the payment in full of the 2021 Credit Facility, but only if the average balance of the 2021 Credit Facility for the respective nine months is below $ 5.0 million. The availability of additional draws under the 2021 Credit Facility is conditioned, among other things, on the compliance with certain customary representations and warranties, including default, insolvency or bankruptcy, material adverse change in financial condition and any guarantor’s attempt to revise its guarantee. The agreement governing the 2021 Credit Facility also contains customary affirmative covenants regarding, among other things, the maintenance of records, maintenance of certain insurance coverage, compliance with governmental requirements and maintenance of several financial covenants. The 2021 Credit Facility contains certain customary financial covenants and negative covenants that, among other things, include restrictions on the Company’s ability to create, incur or assume indebtedness for borrowed money, including capital leases or to sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of the Company’s assets. As of December 31, 2023, the Company was in compliance with all financial and negative covenants. As of December 31, 2023, there was no outstanding balance on the 2021 Credit Facility. The Company's weighted average interest rate on short-term borrowings as of December 31, 2023 and December 31, 2022 was 9.51 % and 5.15 %, respectively. ALT Note On August 23, 2021, the Company entered into a $ 2.0 million subordinated promissory note with an interest rate of 3 % per annum and a maturity date of August 23, 2025 (the “ALT Note”) as part of the aggregate purchase price paid to acquire certain assets and liabilities of American Laboratory Trading. The ALT Note requires 48 equal installments of approximately $ 44,000 on the first day of each month beginning September 23, 2021 with the final payment due on August 23, 2025. The outstanding balance of the ALT Note as of December 31, 2023 was $ 0.9 million of which $ 0.5 million was classified as "current" and $ 0.4 million was classified as "non-current." 2023 Credit Facility F- 23 On May 26, 2023, the Company entered into a promissory note, a business loan agreement and commercial security agreement (collectively, the “2023 Credit Facility”) with C3 Bank. The 2023 Credit Facility provides for a new $ 7.0 million term loan (the "Term Loan") which is repayable in monthly installments of principal and interest until the maturity date of April 27, 2028. The company determines the current portion of the Term Loan to be the amount of principal owed in the next 12 months. The Term Loan sets the interest rate spread and interest rate floor to accrue at a variable interest rate, which is based on the rate of interest last quoted by The Wall Street Journal as the “prime rate,” plus a margin of 0.250 %. Additionally, the Term Loan provides that in the event of prepayment the Company shall pay the Lender a prepayment fee during the first year equal to twelve months of interest (less interest actually paid). The Company is the borrower under the Term Loan and is permitted to use the proceeds of the Term Loan solely for its business operations. The Term Loan is secured by a security interest in certain of the Company’s and its certain subsidiaries’ current and future tangible and intangible assets, inventory, chattel paper, accounts, equipment and general intangibles and a pledge of the equity of the direct and indirect subsidiaries of the Company. Specifically, the Term Loan is secured by the building currently used by ALT in East Lyme, CT. As of December 31, 2023, the Company was in compliance with all financial and negative covenants. As of December 31, 2023, the outstanding balance on the Term Loan was $ 6.3 million, of which $ 1.2 million was classified as "current" and $ 5.1 million was classified as "non-current." As of December 31, 2023, undiscounted future principal debt payments are as follows (in thousands): Year Amount 2024 $ 1,733 2025 1,732 2026 1,460 2027 1,595 2028 708 Total $ 7,228 Note 12 – Commitments and Contingencies At December 31, 2023 the Company does not expect any potential contingent liabilities, individually or in the aggregate, to have a material adverse effect on its assets or results of operations. Note 13 – Income Taxes In 2014 the Company recorded a valuation allowance against its deferred tax assets, reducing the carrying value of those assets to zero as a result of historical losses. The following table summarizes the change in the valuation allowance during 2022 and 2023, (in thousands): Balance as of December 31, 2021 $ 12,242 Change during 2022 ( 7,813 ) Balance as of December 31, 2022 4,429 Change during 2023 ( 2,205 ) Balance as of December 31, 2023 $ 2,224 As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. At December 31, 2022, and due primarily to the performance of the Company, management determined that there is sufficient positive evidence to conclude that is it more likely than not that additional deferred tax assets of $ 7.1 million are realizable. The Company therefore reduced the valuation allowance accordingly. At December 31, 2023, management reevaluated the Company's performance and forecast for the next five years and concluded that there is sufficient positive evidence to conclude that is it more likely than not that additional deferred tax assets of $ 2.2 million are realizable. At December 31, 2023, the Company has aggregate federal net operating loss carry forwards of $ 50.0 million. These net operating loss carry forwards begin to expire in 2024. The Company’s utilization of restricted net operating tax loss carry forwards against future income for tax purposes is restricted pursuant to the “change in ownership” rules in Section 382 of the Internal Revenue Code. F- 24 These rules, in general, provide that an ownership change occurs when the percentage shareholdings of 5% direct or indirect stockholders of a loss corporation have, in aggregate, increased by more than 50 percentage points during the immediately preceding three years. Restrictions in net operating loss carry forwards occurred in 2001 as a result of the acquisition of the Company by Street Capital. Pursuant to Section 382 of the Internal Revenue Code, the annual usage of the Company’s net operating loss carry forwards was limited to approximately $2.5 million per annum until 2008 and $1.7 million per annum through December 31, 2023. There is no certainty that the application of these “change in ownership” rules may not recur, resulting in further restrictions on the Company’s income tax loss carry forwards existing at a particular time. In addition, further restrictions, reductions in, or expiration of net operating loss and net capital loss carry forwards may occur through future merger, acquisition and/or disposition transactions or failure to continue a significant level of business activities. Any such additional limitations could require the Company to pay income taxes on its future earnings and record an income tax expense to the extent of such liability, despite the existence of such tax loss carry forwards. The Company has not identified any change in ownership in prior years that would render current non-limited net operating loss carryforwards to be limited under Section 382. All loss taxation years remain open for audit pending the application of the respective tax losses against income in a subsequent taxation year. In general, the statute of limitations expires three years from the date that a company files a tax return applying prior year tax loss carry forwards against income for tax purposes in the later year. The 2020 through 2022 taxation years remain open for audit. The Company is subject to state income tax in multiple jurisdictions. In most states, the Company does not have tax loss carry forwards available to shield income attributable to a particular state from being subject to tax in that particular state. The reported tax expense varies from the amount that would be provided by applying the statutory U.S. Federal income tax rate to the income before income tax expense for the following reasons in each of the years ended December 31, (in thousands): 2023 2022 Expected federal statutory tax expense $ 2,939 $ 2,311 Increase (reduction) in taxes resulting from: State income taxes 996 470 Non-deductible expenses (permanent differences) ( 196 ) ( 179 ) Change in valuation allowance ( 2,205 ) ( 7,813 ) Other ( 14 ) 725 Income tax expense (benefit) $ 1,520 $ ( 4,486 ) Income tax expense/(benefit) for the years ended December 31, 2023 and 2022 was comprised of the following (amounts in thousands): 2023 2022 Current: Federal $ - $ - State 1,188 475 Total current provision for (benefit from) income taxes 1,188 475 Deferred: Federal 465 ( 4,812 ) State ( 133 ) ( 149 ) Total deferred provision for (benefit from) income taxes 332 ( 4,961 ) Total provision for (benefit from) income taxes $ 1,520 $ ( 4,486 ) The components of the net deferred tax assets as of December 31, 2023 and 2022 are as follows in (thousands): F- 25 2023 2022 Deferred tax assets: Net operating loss carry forwards $ 11,012 $ 14,097 Stock based compensation 348 317 Intangibles 224 0 Operating lease liabilities 628 742 Equity method investments 239 — Allowance for credit loss 176 — Accruals 131 — Other 137 280 Total gross deferred tax assets 12,895 15,436 Deferred tax liabilities: Trade names ( 708 ) ( 686 ) Customer relationships ( 48 ) ( 27 ) Equity method investments ( 28 ) — Operating lease right-of-use assets ( 599 ) ( 718 ) Other ( 173 ) ( 127 ) Total gross deferred tax liabilities ( 1,556 ) ( 1,558 ) Total deferred tax assets 11,339 13,878 Less: valuation allowance ( 2,224 ) ( 4,429 ) Deferred tax assets, net of valuation allowance $ 9,115 $ 9,449 The Inflation Reduction Act (“IRA”) was enacted on August 16, 2022. The IRA has not had a material impact to the Company’s financial statements for the tax years ended December 31, 2023 or 2022 and management does not believe it will have a material impact on the Company's financial statements in future tax years. Uncertain Tax Positions The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. Upon adoption of this principle in 2007, the Company derecognized certain tax positions that, upon examination, more likely than not would not have been sustained as a recognized tax benefit. As a result of derecognizing uncertain tax positions, the Company has recorded a cumulative reduction in its deferred tax assets of approximately $ 4.4 million associated with prior years’ tax benefits, which are not expected to be available primarily due to change of control usage restrictions, and a reduction in the rate of the tax benefit associated with all of its tax attributes. Due to the Company’s historic policy of applying a valuation allowance against its deferred tax assets, the effect of the above was an offsetting reduction in the Company’s valuation allowance. Accordingly, the above reduction had no net impact on the Company’s financial position, operations or cash flow. As of December 31, 2023, the total unrecognized tax benefit has been determined to be $ 4.4 million. In the unlikely event that these tax benefits are recognized in the future, the amount recognized at that time should result in a reduction in the Company’s effective tax rate. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. Because the Company has tax loss carry forwards in excess of the unrecognized tax benefits, the Company did not accrue for interest and penalties related to unrecognized tax benefits either upon the initial derecognition of uncertain tax positions or in the current period. It is possible that the total amount of the Company’s unrecognized tax benefits will significantly increase or decrease within the next 12 months. These changes may be the result of future audits, the application of “change in ownership” rules leading to further restrictions in tax losses arising from changes in the capital structure of the Company, reductions in available tax loss carry forwards through future merger, acquisition and/or disposition F- 26 transactions, failure to continue a significant level of business activities, or other circumstances not known to management at this time. At this time, an estimate of the range of reasonably possible outcomes cannot be made. Note 14 – Related Party Transactions As part of the operations of NLEX, the Company leases office space in Edwardsville, IL that is owned by the President of the Financial Assets Division, David Ludwig. The total amount paid to the related party was approximately $ 0.1 million for both years ended December 31, 2023 and 2022, and is included in selling, general and administrative expenses in the consolidated income statement. All of the payments in both 2023 and 2022 were made to David Ludwig. Note 15 – Legal Proceedings The Company is involved in various legal matters arising out of its operations in the normal course of business, none of which are expected, individually or in the aggregate, to have a material adverse effect on the Company. Note 16 – Stockholders’ Equity Capital Stock The Company’s authorized capital stock consists of 300,000,000 common shares with a par value of $ 0.01 per share and 10,000,000 preferred shares with a par value of $ 10.00 per share. During 2023 and 2022 the Company issued 75,767 and 242,475 shares of common stock, respectively, pursuant to the exercise of stock options. On March 30, 2021, the Company and Scott West entered into a Separation Agreement and General Release (the “Separation Agreement”). Under the terms of the Separation Agreement, Mr. West’s separation from the Company was effective on March 31, 2021. On April 8, 2021, the Company granted 25,000 shares of the Company’s restricted common stock, for which the restrictions lapsed on April 8, 2023. In addition, the Separation Agreement provides for customary mutual releases by the Company and Mr. West, and the Separation Agreement includes confidentiality, non-disparagement and other obligations. The full amount of the restricted common stock was expensed as of March 31, 2021 and there was no remaining unrecognized stock-based compensation expense as of December 31, 2022. Each share of Series N preferred stock has a voting entitlement equal to 40 common shares, votes with the common stock on an as-converted basis and is senior to all other preferred stock of the Company. Dividends, if any, will be paid on an as-converted basis equal to common stock dividends. The conversion value of each share of Series N preferred stock is $ 1,000 , and each share is convertible to 40 common shares at the rate of $ 25.00 per common share. The holders of shares of Series N preferred stock are entitled to liquidation preference over common stockholders equivalent to $ 1,000 per share. During 2023, two shares of the Company’s Series N preferred stock were converted into 80 shares of the Company’s common stock. No shares of the Company’s Series N preferred stock were converted during 2022. Stock-Based Compensation Plans At December 31, 2023, the Company had four active stock-based compensation plans which are described below. The fourth of these plans received approval at the Company’s 2022 Annual Meeting of Shareholders, and replaces the 2016 Plan for awards made after June 8, 2022. 2010 Non-Qualified Stock Option Plan In 2010, the Company’s Board approved the 2010 Non-Qualified Stock Option Plan (the “2010 Plan”) to induce certain key employees of the Company or any of its subsidiaries who are in a position to contribute materially to the Company’s prosperity to remain with the Company, to offer such persons incentives and rewards in recognition of their contributions to the Company’s progress, and to encourage such persons to continue to promote the best interests of the Company. The Company reserved 1,250,000 shares of common stock (subject to adjustment under certain circumstances) for issuance or transfer upon exercise of options granted under the 2010 Plan. Options F- 27 may be issued under the 2010 Plan to any key employees or consultants selected by the Company’s Board (or an appropriately qualified committee). Options may not be granted with an exercise price less than the fair market value of the common stock of the Company as of the day of the grant. Options granted pursuant to the plan are subject to limitations on transfer and execution and may be issued subject to vesting conditions. Options may also be forfeited in certain circumstances. During 2022 options to purchase 100,000 shares were granted to the Company’s executive and independent directors as part of their annual compensation. No awards under this plan were granted during 2023. 2010 Plan 2023 2022 Options outstanding, beginning of year 243,750 331,250 Options granted — 100,000 Options exercised ( 5,000 ) ( 147,500 ) Options forfeited — ( 40,000 ) Options outstanding, end of year 238,750 243,750 The outstanding options vest over four years at exercise prices ranging from $ 0.40 to $ 2.77 per share. Other Options Issued In 2021, the Company’s Board approved the issuance of options to purchase 150,000 shares at an exercise price of $ 1.78 to certain accredited personnel. In 2020, the Company’s Board approved the issuance of options to purchase 90,000 shares at an exercise price of $ 1.41 to certain accredited personnel. Shares issued upon exercise of these options are not registered for public sale. No awards under this plan were granted during 2023 or 2022. Other Options 2023 2022 Options outstanding, beginning of year 383,125 404,375 Options issued — — Options exercised — ( 21,250 ) Options forfeited — — Options outstanding, end of year 383,125 383,125 The outstanding options vest over four years at exercise prices ranging from $0.70 to $1.78 per share. Heritage Global Inc. 2016 Stock Option Plan In 2016, the Company adopted the Heritage Global Inc. 2016 Stock Option Plan (the “2016 Plan”) which provided for the issuance of incentive stock options and non-qualified stock options up to an aggregate of 3,150,000 shares of common stock (subject to adjustment in the event of stock dividends, stock splits, and other similar events). Options may not be granted with an exercise price less than the fair market value of the common stock of the Company as of the day of the grant. Options granted pursuant to the plan are subject to limitations on transfer and execution and may be issued subject to vesting conditions. Options may also be forfeited in certain circumstances. On June 8, 2022 the 2016 plan was replaced by the 2022 Heritage Global Inc. Equity Incentive Plan. 2016 Plan 2023 2022 Options outstanding, beginning of year 1,255,975 1,457,663 Options granted — 35,000 Options exercised ( 91,750 ) ( 170,375 ) Options forfeited ( 84,375 ) ( 66,313 ) Options outstanding, end of year 1,079,850 1,255,975 The outstanding options under the 2016 Plan vest over four years at exercise prices ranging from $ 0.45 to $ 3.33 per share. F- 28 2022 Heritage Global Inc. Equity Incentive Plan In 2022, at the Company's 2022 Annual Meeting of Shareholders, the Company's shareholders approved the 2022 Heritage Global Inc. Equity Incentive Plan, which replaces the Heritage Global Inc. 2016 Plan and authorized the issuance of an aggregate of 3.5 million shares of Common Stock for awards made after June 8, 2022. In 2023 and 2022, the Company issued options to purchase 470,000 and 144,500 shares of common stock to certain of the Company's employees under this plan, respectively. 2022 Plan 2023 2022 Options outstanding, beginning of year 144,500 — Options granted 470,000 144,500 Options exercised ( 5,375 ) — Options forfeited ( 45,500 ) — Options outstanding, end of year 563,625 144,500 The outstanding options under the 2022 Plan vest over four years at exercise prices ranging from $ 1.60 to $ 3.55 per share. Stock-Based Compensation Expense Total compensation cost related to stock options was $ 0.8 million in 2023 and $ 0.4 million in 2022. These amounts were recorded in selling, general and administrative expense in both years. During 2023 and 2022, options to purchase 102,125 and 339,125 shares were exercised, respectively. The tax benefit recognized by the Company related to these option exercises was approximately $ 2.6 million in 2023, as compared to $ 0.5 million recognized in 2022. In connection with the stock option grants during 2023 and 2022, the fair value of each option grant was estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions: 2023 2022 Risk-free interest rate 4 % 2 % - 3 % Expected life (years) 7 6 Expected volatility 65 % 70 % Expected dividend yield Zero Zero The risk-free interest rates are those for U.S. Treasury constant maturities for terms matching the expected term of the option. The expected life of the options is calculated according to the simplified method for estimating the expected term of the options, based on the vesting period and contractual term of each option grant. Expected volatility is based on the Company’s historical volatility. The Company has never paid a dividend on its common stock and therefore the expected dividend yield is zero. F- 29 The following summarizes the changes in common stock options: 2023 2022 Options Weighted Average Exercise Price Options Weighted Average Exercise Price Outstanding at beginning of year 2,027,350 $ 1.38 2,193,288 $ 1.23 Granted 470,000 $ 2.91 279,500 $ 1.62 Exercised ( 102,125 ) $ 0.86 ( 339,125 ) $ 0.50 Forfeited ( 129,875 ) $ 1.72 ( 106,313 ) $ 1.79 Outstanding at end of year 2,265,350 $ 1.71 2,027,350 $ 1.38 Options exercisable at year end 1,275,225 $ 1.02 1,023,975 $ 0.97 Weighted-average fair value of options granted during the year $ 2.91 $ 1.62 As of December 31, 2023, the Company had unvested options for the purchase of 990,125 shares with a weighted average grant date fair value of $ 2.38 per share. As of December 31, 2022, the Company had unvested options for the purchase of 1,003,375 shares with a weighted average grant date fair value of $ 1.80 per share. As of December 31, 2023, the total unrecognized stock-based compensation expense related to unvested stock options was $ 1.4 million, which is expected to be recognized over a weighted-average period of 2.7 years. The total fair value of options vesting during 2023 and 2022 was $ 0.6 million and $ 0.7 million, respectively. The unvested options have no associated performance conditions. In general, the Company’s employee turnover is low, and the Company expects that the majority of the unvested options will vest according to the standard four-year timetable. The following table summarizes information about all stock options outstanding as of December 31, 2023: Exercise price Options Outstanding Weighted Average Remaining Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Life (years) Weighted Average Exercise Price $ 0.40 to $ 0.53 446,600 3.2 $ 0.45 446,600 3.2 $ 0.45 $ 0.70 to $ 0.85 288,125 5.6 $ 0.77 280,625 5.6 $ 0.77 $ 1.37 to $ 1.90 808,125 7.6 $ 1.67 388,000 7.4 $ 1.65 $ 2.49 to $ 3.55 722,500 8.5 $ 2.91 160,000 7.1 $ 2.85 2,265,350 1,275,225 At December 31, 2023 and 2022, the aggregate intrinsic value of exercisable options was $ 2.0 million and $ 1.5 million, respectively. Restricted Stock Restricted stock awards represent a right to receive shares of common stock at a future date determined in accordance with the participant’s award agreement. There is no exercise price and no monetary payment required for receipt of restricted stock awards or the shares issued in settlement of the award. Instead, consideration is furnished in the form of the participant’s services to the Company. Compensation cost for these awards is based on the fair value of the shares of common stock on the date of grant and recognized as compensation expense on a straight-line basis over the requisite service period. F- 30 On June 1, 2018, the Company granted 600,000 shares of Company restricted common stock in connection with the Addenda to the Employment Agreements of David Ludwig and Tom Ludwig. The shares are subject to certain restrictions on transfer and a right of repurchase over five years, which ended on May 31, 2023. Stock-based compensation expense related to the restricted stock awards, calculated by using the grant date fair value of $ 0.43 per share, was $ 21,500 and $ 51,600 for the years ended December 31, 2023 and 2022, respectively. The unrecognized stock-based compensation expense as of December 31, 2022 was approximately $ 21,500 and there was no unrecognized stock-based compensation expense as of December 31, 2023. On March 30, 2021, the Company and Scott West entered into a Separation Agreement and General Release (the “Separation Agreement”). Under the terms of the Separation Agreement, Mr. West’s separation from the Company was effective on March 31, 2021. On April 8, 2021, the Company granted 25,000 shares of the Company’s restricted common stock, which will be forfeited to the Company during the two years following the effective date of the Separation Agreement in the event Mr. West breaches the terms of the Separation Agreement. In addition, the Separation Agreement provides for customary mutual releases by the Company and Mr. West, and the Separation Agreement includes confidentiality, non-disparagement and other obligations. The full amount of the restricted common stock was expensed as of March 31, 2021 and all restrictions were removed on April 8, 2023. On August 3, 2022, the Company granted 115,000 shares of Company restricted common stock to non-executive directors under the 2022 Heritage Global Inc. Equity Incentive Plan. Of the shares of Company restricted common stock granted during 2022, 40,000 shares were granted with a vesting term that was completed prior to the grant date due to a delay in the Company’s ability to grant such shares, and the remaining 75,000 shares vested in full on March 31, 2023. We determined the fair value of the shares awarded by using the closing price of our common stock as of the grant date. Stock-based compensation expense related to the restricted stock awards, calculated by using the grant date fair value of $ 1.58 per share, was $ 44,400 and $ 124,600 for the years ended December 31, 2023 and 2022, respectively. The unrecognized stock-based compensation expense as of December 31, 2022, was approximately $ 44,000 and there was no unrecognized stock-based compensation expense as of December 31, 2023. On March 1, 2023, the Company granted 97,290 shares of Company restricted common stock to employees under the 2022 Heritage Global Inc. Equity Incentive Plan. The restricted stock shares vested on March 1, 2024. On March 31, 2023, the Company granted 90,000 shares of Company restricted common stock to non-executive directors under the 2022 Heritage Global Inc. Equity Incentive Plan. The shares will vest in full on March 31, 2024. We determined the fair value of the shares awarded by using the closing price of our common stock as of the grant date. Stock-based compensation expense related to the restricted stock awards, calculated by using the grant date fair value of $ 2.87 per share, was $ 175,800 for the year ended December 31, 2023. The unrecognized stock-based compensation expense as of December 31, 2023, was approximately $ 39,500 . Note 17 – Segment Information The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company manages its business primarily on differentiated revenue streams for services offered. The Company’s reportable segments consist of the Auction and Liquidation segment, Refurbishment & Resale segment, Brokerage segment, and Specialty Lending segment. The Auction and Liquidation segment, through HGP, operates as a global full-service auction, appraisal and asset advisory firm, including the acquisition of turnkey manufacturing facilities and used industrial machinery and equipment. The Refurbishment & Resale segment, through ALT, acquires, refurbishes and supplies specialized laboratory equipment. The Brokerage segment, through NLEX, brokers charged-off receivables in the U.S. and Canada on behalf of financial institutions. The Specialty Lending segment, through HGC, provides specialty financing solutions to investors in charged-off and nonperforming asset portfolios. The Company evaluates the performance of its reportable segments based primarily on operating income. Notwithstanding the foregoing, the reported segment operating income for ALT and HGC represents incremental costs for managing these segments as part of their sister segments (HGP for ALT and NLEX for HGC). As such, the reported operating income for ALT and HGC does not represent their true standalone contribution, as the Company does not attempt to allocate existing fixed divisional overhead costs of the sister divisions to the newer segments. F- 31 Similarly, corporate overhead cost is not allocated to the operating divisions for management reporting purposes. Further, the Company does not utilize segmented asset information to evaluate the performance of its reportable segments and does not include intercompany transfers between segments for management reporting purposes. The following table sets forth operating income information for the Company's reportable segments (in thousands): Year Ended December 31, 2023 2022 Industrial Assets Division: Auction and Liquidation $ 4,918 $ 7,979 Refurbishment & Resale 2,847 1,187 Total divisional operating income 7,765 9,166 Financial Assets Division: Brokerage 8,946 4,709 Specialty Lending 1,862 1,213 Total divisional operating income 10,808 5,922 Corporate & other operating loss ( 4,254 ) ( 3,968 ) Consolidated operating income $ 14,319 $ 11,120 F- 32