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Commitments and Contingencies
12 Months Ended
Dec. 31, 2021
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 9. Commitments and Contingencies

Leases

The Company leases certain office space, construction and office equipment, vehicles and temporary housing generally under non-cancelable operating leases. Leases with an initial term of one year or less are not recorded on the balance sheet, and the Company generally recognizes lease expense for these leases on a straight-line basis over the lease term. As of December 31, 2021, the Company’s operating leases have remaining lease terms less than one year, some of which include options to renew the leases. The exercise of lease renewal options is generally at the Company’s sole discretion. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.

The Company determines if an arrangement is a lease at inception. Operating lease ROU assets and current and long-term operating lease liabilities are separately stated on the Consolidated Balance Sheet as of December 31, 2021. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The present value of future lease payments are discounted using either the implicit rate in the lease, if known, or the Company’s incremental borrowing rate for the specific lease as of the lease commencement date. The rate was determined as a fair value of the lease over a 37 month period using a 6.5% interest rate for the present value calculation. The ROU asset is also adjusted for any prepayments made or incentives received. The lease terms include options to extend or terminate the lease only to the extent it is reasonably certain any of those options will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company accounts for lease components (e.g., fixed payments) separate from the non-lease components (e.g., common-area maintenance costs).

 The Company does not have any material financing leases.

The Company’s new office lease began July 15, 2019 and ends July 31, 2022. This office space is in a building owned by a board member. A related party has a sub-lease for approximately $4,900 per month plus operating expenses.

The Company shares this space and the related costs associated with this operating lease with a related party (see Note 12) that also performs legal services associated with the collection of delinquent assessments. Net rent expense recognized for the twelve months ended December 31, 2021 and 2020 were approximated $94,000 and $94,000, respectively.

The following table presents supplemental balance sheet information related to operating leases as of December 31, 2021:

 

 

 

Balance Sheet Line Item

 

2021

 

 

2020

 

Assets

 

 

 

 

 

 

 

 

 

ROU assets

 

Right of use asset, net

 

$   59,969

 

 

 

$   160,667

 

Total lease assets

 

 

 

$   59,969

 

 

 

$   160,667

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Current lease liabilities

 

Lease liability

 

$   68,002

 

 

 

$   103,646

 

Long-term lease liabilities

 

Lease liability

 

-

 

 

 

68,002

 

Total lease liabilities

 

 

 

$   68,002

 

 

 

$   171,648

 

 

 

 

 

 

 

 

 

 

 

Weighted-average remaining lease term (in years)

 

 

 

0.6

 

 

 

1.6

 

Weighted-average discount rate

 

 

 

6.55%

 

 

 

6.55%

 

 

The following table presents supplemental cash flow information and non-cash activity related to operating leases for the twelve months ended December 31, 2021 and 2020:

 

 

 

 

 

2021

 

2020

 

Operating cash flow information

 

 

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities

 

 

 

$   103,646

 

 

$   94,235

 

 

 

 

 

 

 

 

 

 

 

The following table presents maturities of operating lease liabilities on an undiscounted basis as of December 31, 2021:

 

 

 

 

 

Operating Leases

 

 

 

 

 

 

 

 

2022

 

 

 

 

68,002

 

2023

 

 

 

 

-

 

 

 

 

 

 

68,002

 

 Legal Proceedings

Other than the lawsuits described below, we are not currently a party to material pending or threatened litigation proceedings. However, we frequently become party to litigation in the ordinary course of business, including either the prosecution or defense of claims arising from contracts by and between us and client Associations. Regardless of the outcome, litigation can have an adverse impact on us because of prosecution, defense, and settlement costs, diversion of management resources and other factors.

The Company accrues for contingent obligations, including estimated legal costs, when the obligation is probable and the amount is reasonably estimable. As facts concerning contingencies become known, the Company reassesses its position and makes appropriate

adjustments to the consolidated financial statements. Estimates that are particularly sensitive to future changes include those related to tax, legal, and other regulatory matters.

On March 9, 2022, legal counsel to a purported stockholder of the Company threatened to file a direct and derivative complaint  alleging breaches of fiduciary duty by the Company’s officers and directors, primarily with respect to (i) the Amended and Restated Employment Agreements entered into by the Company with each of Mr. Rodgers and Mr. Russell in October 2021; (ii) the approval of actions taken at our 2021 annual meeting of stockholders in December 2021; (iii) payments made to Business Law Group, P.A. in exchange for services provided pursuant to the Services Agreement between the Company and Business Law Group; and (iv) strategic advisory agreements entered into by us in connection with our planned cryptocurrency mining business.

Our board of directors is evaluating the matters raised by the purported stockholder and his legal counsel and is determining the actions, if any, that should be taken by the Company with respect to those matters. There can be no assurance as to whether any litigation will be commenced against the Company’s officers and directors with respect to the alleged breaches of fiduciary duty or that, if any such litigation is commenced, the Company will not incur material losses due to damages, penalties, costs and/or expenses as a result of such litigation or that any such losses will not have a material impact on the Company’s financial condition or results of operations. In the event an action is commenced, the Company intends to defend the action, but there can be no assurance that we will be successful in any defense. As of the date of filing of this Annual Report on Form 10-K, legal action has not been taken by the purported stockholder.

Funding Commitment

On December 14, 2020, the Company entered into a Master Loan Receivables Purchase and Assignment Agreement (the “Purchase Agreement”) under which the Company agreed to purchase up to $18 million of loan receivables of Borqs Technologies, Inc. (NASDAQ: BRQS), a British Virgin Islands company (“Borqs”), from Borqs’ senior lenders, Partners for Growth IV, L.P. and Partners for Growth V. L.P.  As a part of the transaction, LMFA entered into a Settlement Agreement, dated December 14, 2020 (the “Settlement Agreement”), with Borqs pursuant to which Borqs was obligated to issue shares of Borqs common stock to LMFA (the “Settlement Shares”), in one or more tranches, in settlement of the loan receivables acquired by LMFA under the Purchase Agreement.  This transaction was not funded until 2021.

In a separate transaction and also as previously disclosed, on December 16, 2020, LMFA and Esousa Holdings, LLC, a private investor (the “Investor”) entered into a Loan Agreement (the “Loan Agreement”) pursuant to which the Investor agreed to provide consulting services and make one or more non-recourse loans to LMFA in a principal amount of up to the purchase price of the Borqs loan receivables purchased by LMFA.  The Loan Agreement does not provide a fixed rate of interest, and LMFA and Investor agreed to split the net proceeds from LMFA’s sales of the Settlement Shares, with LMFA receiving one-third of the net proceeds after a return of Investor’s principal and the Investor receiving return of principal plus two-thirds of the net proceeds thereafter.