UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39471

 

HERITAGE GLOBAL INC.

(Exact name of registrant as specified in its charter)

Florida	59-2291344
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

12625 High Bluff Drive, Suite 305, San Diego, CA 92130

(Address of Principal Executive Offices)

(858) 847-0659
(Registrant’s Telephone Number)

N/A

(Registrant’s Former Name)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, $0.01 par value HGBL The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

As of August 1, 2024, there were 37,341,185 shares of common stock outstanding, $0.01 par value.

TABLE OF CONTENTS

Part I.	Financial Information
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	3
	Condensed Consolidated Statements of Income for the three and six month periods ended June 30, 2024 and 2023 (unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (unaudited)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
Part II.	Other Information
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
	Signature Page	36

2

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements.

HERITAGE GLOBAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of US dollars, except share and per share amounts)

	June 30, 2024			December 31, 2023
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	24,583		$	12,279
Accounts receivable (net of allowance for credit losses of $131 in 2024 and $132 in 2023)		1,049			1,910
Current portion of notes receivable (net of allowance for credit losses of $466 in 2024 and $650 in 2023)		5,065			6,581
Inventory – equipment		4,285			5,074
Other current assets		953			448
Total current assets		35,935			26,292
Non-current portion of notes receivable, net		8,533			10,890
Equity method investments		22,380			21,361
Right-of-use assets		2,214			2,539
Property and equipment, net		1,712			1,705
Intangible assets, net		3,558			3,753
Goodwill		7,446			7,446
Deferred tax assets		8,159			9,115
Other assets		64			67
Total assets	$	90,001		$	83,168
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	5,107		$	7,237
Payables to sellers		10,381			4,975
Current portion of third party debt		1,797			1,733
Current portion of lease liabilities		740			789
Total current liabilities		18,025			14,734
Non-current portion of third party debt		4,579			5,495
Non-current portion of lease liabilities		1,584			1,859
Total liabilities		24,188			22,088
Stockholders’ equity:
Preferred stock, $10.00 par value, authorized 10,000,000 shares; issued and outstanding 563 of Series N as of June 30, 2024 and December 31, 2023; 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 37,341,185 and 37,157,616 shares as of June 30, 2024 and December 31, 2023, respectively; and outstanding 36,945,010 and 36,761,441 shares as of June 30, 2024 and December 31, 2023, respectively		373			372
Additional paid-in capital		294,958			294,522
Accumulated deficit		(228,730	)		(233,026	)
Treasury stock at cost, 396,175 shares as of June 30, 2024 and December 31, 2023		(794	)		(794	)
Total stockholders’ equity		65,813			61,080
Total liabilities and stockholders’ equity	$	90,001		$	83,168

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

HERITAGE GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands of US dollars, except share and per share amounts)

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenues:
Services revenue	$	8,481		$	9,810		$	17,464		$	20,055
Asset sales		3,542			3,288			6,720			9,655
Total revenues		12,023			13,098			24,184			29,710
Operating costs and expenses:
Cost of services revenue		1,450			1,807			2,930			4,147
Cost of asset sales		2,271			1,935			4,682			6,270
Selling, general and administrative		6,346			6,440			12,704			12,740
Depreciation and amortization		147			121			288			241
Total operating costs and expenses		10,214			10,303			20,604			23,398
Earnings of equity method investments		1,735			306			2,522			683
Operating income		3,544			3,101			6,102			6,995
Interest expense, net		(108	)		(101	)		(200	)		(169	)
Income before income tax expense		3,436			3,000			5,902			6,826
Income tax expense		939			221			1,606			1,218
Net income	$	2,497		$	2,779		$	4,296		$	5,608
Weighted average common shares outstanding – basic		36,741,439			36,700,830			36,674,620			36,627,200
Weighted average common shares outstanding – diluted		36,816,610			37,651,694			36,759,995			37,504,023
Net income per share – basic	$	0.07		$	0.08		$	0.12		$	0.15
Net income per share – diluted	$	0.07		$	0.07		$	0.12		$	0.15

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

HERITAGE GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands of US dollars, except share amounts)
(unaudited)

									Additional
	Preferred stock				Common stock				paid-in			Accumulated			Treasury stock
	Shares		Amount		Shares		Amount		capital			deficit			Shares		Amount			Total
Balance as of December 31, 2023		563	$	6		37,157,616	$	372	$	294,522		$	(233,026	)		396,175	$	(794	)	$	61,080
Issuance of common stock from stock option awards		—		—		1,200		—		—			—			—		—			—
Issuance of restricted common stock		—		—		177,576		1		(76	)		—			—		—			(75	)
Stock-based compensation expense		—		—		—		—		228			—			—		—			228
Net income		—		—		—		—		—			1,799			—		—			1,799
Balance as of March 31, 2024		563		6		37,336,392		373		294,674			(231,227	)		396,175	$	(794	)		63,032
Issuance of common stock from stock option awards		—		—		4,793		—		(6	)		—			—		—			(6	)
Issuance of restricted common stock		—		—		—		—		—			—			—		—			—
Stock-based compensation expense		—		—		—		—		290			—			—		—			290
Net income		—		—		—		—		—			2,497			—		—			2,497
Balance as of June 30, 2024		563	$	6		37,341,185	$	373	$	294,958		$	(228,730	)		396,175	$	(794	)	$	65,813

										Additional
	Preferred stock					Common stock				paid-in		Accumulated			Treasury stock
	Shares			Amount		Shares		Amount		capital		deficit			Shares		Amount			Total
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	)
Balance as of January 1, 2023 (as adjusted for change in accounting principle)		565			6		36,932,177		369		293,589		(245,501	)		243,468		(395	)		48,068
Issuance of common stock from stock option awards		—			—		31,191		—		5		—			—		—			5
Issuance of restricted common stock		—			—		134,592		2		150		—			—		—			152
Stock-based compensation expense		—			—		—		—		179		—			—		—			179
Net income		—			—		—		—		—		2,829			—		—			2,829
Balance as of March 31, 2023		565			6		37,097,960		371		293,923		(242,672	)		243,468		(395	)		51,233
Issuance of common stock from stock option awards		—			—		32,111		—		5		—			—		—			5
Issuance of restricted common stock		—			—		15,000		—		—		—			—		—			—
Issuance of common stock due to conversion of Series N Preferred stock		(2	)		—		80		—		—		—			—					—
Stock-based compensation expense		—			—		—		—		228		—			—		—			228
Net income		—			—		—		—		—		2,779			—		—			2,779
Balance as of June 30, 2023		563		$	6		37,145,151	$	371	$	294,156	$	(239,893	)		243,468	$	(395	)	$	54,245

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

HERITAGE GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of US dollars)

(unaudited)

	Six Months Ended June 30,
	2024			2023
Cash flows from operating activities:
Net income	$	4,296		$	5,608
Adjustments to reconcile net income to net cash provided by operating    activities:
Amortization of deferred issuance costs and fees		(47	)		40
Earnings of equity method investments		(2,522	)		(683	)
Noncash credit loss expense		(184	)		90
Noncash lease expense		325			326
Depreciation and amortization		288			241
Deferred taxes		956			448
Stock-based compensation expense		518			407
Changes in operating assets and liabilities:
Accounts receivable		860			(1,937	)
Inventory – equipment		789			(430	)
Other current assets		(502	)		119
Accounts payable and accrued liabilities		(2,129	)		(2,147	)
Payables to sellers		5,406			4,897
Lease liabilities		(324	)		(316	)
Net cash provided by operating activities		7,730			6,663
Cash flows from investing activities:
Investment in notes receivable		(4,516	)		(18,698	)
Payments received on notes receivable		6,132			3,381
Cash received on transfer of notes receivable to partners		—			8,851
Investment in equity method investments		(343	)		(4,249	)
Return of investment in equity method investments		1,811			2,260
Cash distributions from equity method investments		2,522			683
Purchase of property and equipment		(99	)		(220	)
Net cash provided by (used in) investing activities		5,507			(7,992	)
Cash flows from financing activities:
Proceeds from debt payable to third parties		—			11,400
Repayment of debt payable to third parties		(852	)		(7,619	)
Proceeds from issuance of common stock from stock option awards		—			33
Payments of tax withholdings related to issuance of restricted common stock and stock option awards		(81	)		(117	)
Net cash (used in) provided by financing activities		(933	)		3,697
Net increase in cash and cash equivalents		12,304			2,368
Cash and cash equivalents as of beginning of period		12,279			12,667
Cash and cash equivalents as of end of period	$	24,583		$	15,035
Supplemental cash flow information:
Cash paid for taxes	$	727		$	519
Cash paid for interest	$	200		$	244
Noncash transfer of notes receivable to equity method investments	$	2,487			—

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

HERITAGE GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 –Basis of Presentation

These unaudited condensed consolidated interim financial statements include the accounts of Heritage Global Inc. ("HG") 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 "the Company,” "us" “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, HG 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.

The Company prepared the unaudited condensed consolidated interim financial statements included herein pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In the opinion of management, these condensed financial statements reflect all adjustments that are necessary to present fairly the results for the interim periods included herein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are appropriate. These condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 14, 2024 (the “Form 10-K”).

The results of operations for the six-month period ended June 30, 2024 are not necessarily indicative of those operating results to be expected for any subsequent interim period or for the entire year ending December 31, 2024. The accompanying condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited consolidated balance sheet as of December 31, 2023, contained in the Company’s Form 10-K.

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 2025. As of June 30, 2024, the Company had approximately $3.2 million in remaining aggregate dollar value of shares that may be purchased under the program. There were no shares repurchased in the open market for the six months ended June 30, 2024.

7

Note 2 – Summary of Significant Accounting Policies

Use of estimates

The preparation of the Company’s unaudited condensed consolidated interim 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 condensed consolidated interim 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.

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”).

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 six months ended June 30, 2024 and 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”. The deferred revenue balance was approximately $0.3 million as of June 30, 2024 and $0.5 million as of December 31, 2023 and is reflected in accounts payable and accrued liabilities on the condensed consolidated balance sheets. 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 condensed 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 condensed 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 (collectively, “Joint Ventures”). For these 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, 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.

8

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 include 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.

Through our Refurbishment and Resale segment, the Company offers financing on its standard laboratory equipment sales. The Company recognizes revenue upon shipment of its financed products in accordance with ASC 606. The Company records a loan receivable for the unpaid balance of the order. A loan amortization table is created upon shipment outlining the principal and interest income portion of each future payment. These loans are classified as held-for-investment and accounted for under the guidelines of ASC 310. Direct loan origination fees are offset by the expenses incurred and the net amount is amortized over the life of the related loan using the interest method described in ASC 835.

Nonaccrual Loans

The Company determines a loan to be in a default status when the minimum payment amount has not been received within the grace period of the payment due date. The status of default does not solely trigger nonaccrual loan status. The Company considers quantitative and qualitative factors when evaluating a loan in default status to determine the likelihood of recovering the outstanding principal balance and contractual interest payments. The Company also monitors its borrowers’ financial standing and performance on an ongoing basis and regularly updates the collection forecasts for the underlying charged off or nonperforming receivable portfolios related to each outstanding loan. If management determines (1) it is not probable that the projected cash flows expected from the borrower’s collection efforts on the underlying charged off or nonperforming receivable portfolio will be sufficient to satisfy all of the outstanding principal balance and contractual interest payments, and (2) it is not probable that the borrower will be able to meet the minimum required principal and interest payments through other operational cash flows, the Company will place the loans on nonaccrual status. If, based on its analysis, the Company elects to maintain accrual status after initial payment default, the loan will generally be placed on nonaccrual status if principal or interest payments become 90 days past due.

The accrual of interest is generally discontinued when a loan is placed on nonaccrual status. Interest received on such loans is accounted for using the cost-recovery or the cash-basis method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Under the cash-basis method, interest payments received by the creditor are recorded as interest income provided the amount does not exceed the amount that would have been earned at the loan’s original effective interest rate. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, there is a sustained period of repayment performance, and all remaining principal and interest payments are deemed probable.

In November 2023, the Company and its affiliated joint ventures restructured loans with its largest 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 was $22.2 million, or 57% of HGC’s share of the loan book. 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. 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. As of June 30, 2024, the Company’s allowance for credit losses related to the Restructured Loans was $1.1 million, of which $0.3 million was classified as notes receivable and $0.8 million was recorded within equity method investments.

9

The Company's largest borrower continues to collect on the underlying charged off and nonperforming consumer loan portfolios and remit net collections to the Company and senior lenders, however this borrower's June remittance did not meet the minimum required payment amount. The Company has determined (1) it is not probable that the projected cash flows expected from the borrower’s collection efforts on the underlying charged off or nonperforming receivable portfolio will be sufficient to satisfy all of the outstanding principal balance and contractual interest payments, and (2) it is not probable that the borrower will be able to meet the minimum required principal and interest payments through other operational cash flows. As the Company continues to work closely with the borrower and its senior lenders in an effort to mitigate the default in an efficient and effective manner, the impacted loans have been placed in nonaccrual status beginning in June 2024. In addition, there was a balance of $1.5 million from the Company’s share of other loans within its affiliated joint ventures that are impacted by the default with the largest borrower and have been placed in nonaccrual status in June 2024. The Company's share of payments received from the nonaccrual loans, including interest, will be applied against the outstanding loan balance. As of June 30, 2024, the amortized cost basis of loans in nonaccrual status was $24.6 million, of which $5.7 million is recorded within notes receivable and $18.9 million is recorded within equity method investments. There were no loans in nonaccrual status as of December 31, 2023.

Specialty Lending - Concentration and credit risk

As of June 30, 2024, the Company held a gross balance of investments in notes receivable of $35.2 million, recorded in both notes receivable and equity method investments, and consisting of one borrower’s note balance of approximately $23.1 million, or 66% as of June 30, 2024, as compared to 62% as of December 31, 2023. The Company does not intend to hold highly concentrated balances due from one borrower as part of its long-term strategy but may, in the short term, have concentration risk on its path to an established and 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 $23.1 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.

Accounts receivable

The Company carries accounts receivable at the face amounts less an allowance for estimated credit losses. 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 estimates its expected credit losses for accounts receivable based on historical credit loss experience, its assessment of current conditions, and other relevant available information from internal and external sources on a quarterly basis.

As of both June 30, 2024 and December 31, 2023, the reserve for credit losses related to accounts receivable was approximately $0.1 million.

Notes receivable

Under ASC 326, the Company evaluates 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.

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Lacking historical internal data upon which to base a reserve for credit losses to notes receivable, the Company, under ASC 326, estimates its reserve using 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 estimates its expected credit losses based on the Scaled Current Expected Credit Loss (CECL) Allowance Loss Estimator ("SCALE rate") available from the Federal Reserve. 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.

As of June 30, 2024, the SCALE rate was 1.3905% and the Company's credit loss allowance rate specific to notes receivable was 3.3%. 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 June 30, 2024 and December 31, 2023, the Company's allowance for credit losses related to notes receivable outstanding was $0.5 million and $0.7 million, respectively. 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.

Equity method investments

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 June 30, 2024, the SCALE rate was 1.3905% and the credit loss allowance rate specific to equity method investments was 4.6%. 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 June 30, 2024 and December 31, 2023, the Company's allowance for credit losses related to its equity method investments was $1.0 million and $0.9 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 anticipates that ASU 2023-07 will have no accounting impact, but will require additional disclosure for each of its reportable segments.

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 anticipates that ASU 2023-09 will have no accounting impact but will require additional disclosure over its income taxes calculations.

Note 3 – Accounts Receivable, net

The Company’s accounts receivable, net consists of accounts receivables recorded in the ordinary course of business associated with the recognition of revenue from contracts with customers.

In accordance with ASC 326, the Company performs a review of accounts receivables on a quarterly basis. During the six months ended June 30, 2024, the Company recorded no material adjustments for credit losses in selling, general and administrative expense on the consolidated statement of income related to accounts receivable. As of both June 30, 2024 and December 31, 2023, the reserve for credit losses was approximately $0.1 million.

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Note 4 – Notes Receivable, net

The Company’s notes receivable, net consists of investments in loans to buyers of charged-off and nonperforming receivable portfolios through HGC and financing of laboratory equipment sales through ALT. As of June 30, 2024 and December 31, 2023, the Company’s outstanding notes receivables related to loans to buyers of charged-off and nonperforming receivable portfolios, net of unamortized deferred fees and costs on originated loans, and adjusted for the reserve for credit losses was $13.4 million and $17.5 million, respectively. The activity during the six months ended June 30, 2024 includes the additional investment in notes receivable of approximately $4.3 million, which was offset by principal payments made by borrowers of approximately $6.1 million and noncash transfer of notes receivable to equity method investments of approximately $2.5 million.

As of June 30, 2024, the Company’s outstanding notes receivables related to financing of laboratory equipment sales, net of unamortized deferred fees and costs on originated loans and adjusted for the reserve for credit losses was $0.2 million. There was no notes receivable balance related to financing of laboratory equipment sales as of December 31, 2023. The activity during the six months ended June 30, 2024 includes the investment in notes receivable of approximately $0.2 million, which was offset by immaterial principal payments made by purchasers, deferred financing fees, and allowance for credit losses.

The table below shows the Company’s lending activity as of June 30, 2024 (in thousands):

	June 30, 2024
Notes receivable as of December 31, 2023	$	18,262
Investment in notes receivable		4,516
Noncash transfer of notes receivable to equity method investments		(2,487	)
Principal repayments		(6,132	)
Notes receivable, as of June 30, 2024		14,159
Deferred financing fees and costs, net		(95	)
Allowance for credit loss		(466	)
Notes receivable, net, June 30, 2024	$	13,598

In accordance with ASC 326, the Company performs a review of notes receivable on a quarterly basis. During the six months ended June 30, 2024, the Company recorded a credit of $0.2 million to the provision for credit losses in selling, general and administrative expense on the consolidated statement of income, due to the decrease in balance of notes receivables. As of June 30, 2024 and December 31, 2023, the allowance for credit losses was approximately $0.5 million and $0.7 million, respectively. As of June 30, 2024, the amortized cost basis of notes receivable in nonaccrual status was $5.7 million.

Note 5 – Stock-based Compensation

As of June 30, 2024, the Company had four stock-based compensation plans, which are described more fully in Note 16 – Stockholders' Equity - Stock-Based Compensation Plans of the Company's audited consolidated financial statements for the year ended December 31, 2023 contained in the Company’s Form 10-K.

Stock Options

During the six months ended June 30, 2024, the Company issued options to purchase 20,000 shares of common stock to certain of the Company’s employees. During the same period, the Company canceled 12,750 options to purchase common stock as a result of employee resignations.

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The following summarizes the changes in common stock options for the six months ended June 30, 2024:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (In thousands)
Outstanding as of December 31, 2023		2,265,350		$	1.71		6.8	$	2,025
Granted		20,000		$	2.93
Exercised		(13,750	)	$	1.02
Forfeited		(12,750	)	$	1.87
Outstanding as of June 30, 2024		2,258,850		$	1.72		6.3	$	1,998
Options exercisable as of June 30, 2024		1,483,975		$	1.36		5.3	$	1,752

The Company recognized stock-based compensation expense related to common stock options of $0.3 million for both the six months ended June 30, 2024 and 2023. As of June 30, 2024, there was approximately $1.1 million of unrecognized stock-based compensation expense related to unvested common stock options outstanding, which is expected to be recognized over a weighted average period of 2.1 years.

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.

On April 1, 2023, the Company granted 15,000 shares of Company restricted common stock to one non-executive director under the 2022 Heritage Global Inc. Equity Incentive Plan. The restricted stock shares vested in full on April 1, 2024.

On March 7, 2024, the Company granted 128,044 shares of Company restricted common stock to employees under the 2022 Heritage Global Inc. Equity Incentive Plan. The restricted stock shares vest on March 7, 2025.

On March 7, 2024, the Company granted 75,000 shares of Company restricted common stock to non-executive directors under the 2022 Heritage Global Inc. Equity Incentive Plan. The restricted stock shares vest on March 7, 2025.

The Company 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 was approximately $0.2 million for the six months ended June 30, 2024 and $0.1 million for the six months ended June 30, 2023. The unrecognized stock-based compensation expense as of June 30, 2024 was approximately $0.4 million, which is expected to be recognized over a weighted average period of 0.7 years.

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Note 6 – 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. During the six months ended June 30, 2024, the Company recorded a $0.1 million adjustment for its share of the joint venture’s increase to the provision for credit losses. As of June 30, 2024, the Company's share of the allowance for credit losses was approximately $1.0 million, which was primarily related to HGC Origination I LLC and HGC MPG Funding LLC. As of June 30, 2024, the Company has incurred no actual credit losses through its equity method investments. As of June 30, 2024, the amortized cost basis of the Company's share of loans in nonaccrual status recorded in equity method investments was $18.9 million.

The tables below details the Company’s joint venture revenues and earnings during the six months ended June 30, 2024 and 2023 (in thousands):

	Six Months Ended June 30, 2024
	KNFH LLC		DHC8 LLC		KNFH II LLC		HGC Origination I LLC and HGC Funding I LLC		HGC MPG Funding LLC
Revenue	$	—	$	551	$	13,245	$	2,302	$	2,524
Gross profit		—		551		5,208		2,302		2,524
Operating income (loss)		—		443		5,107		2,226		2,524
Net income (loss):	$	—	$	443	$	5,107	$	2,235	$	2,524

	Six Months Ended June 30, 2023
	KNFH LLC			DHC8 LLC		KNFH II LLC		HGC Origination I LLC and HGC Funding I LLC		HGC MPG Funding LLC
Revenue	$	303		$	821	$	—	$	2,541	$	118
Gross profit		303			821		—		2,541		118
Operating income (loss)		(141	)		701		—		2,562		118
Net income (loss):	$	(141	)	$	701	$	—	$	2,562	$	118

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The table below details the summarized components of assets and liabilities of the Company’s joint ventures, as of June 30, 2024 and December 31, 2023 (in thousands):

	June 30,		December 31,
	2024		2023
Assets:
KNFH LLC	$	—	$	292
DHC8 LLC		4,165		7,061
KNFH II LLC		8,164		8,150
HGC Origination I LLC and HGC Funding I LLC		27,426		28,389
HGC MPG Funding LLC		36,004		38,081
Total assets	$	75,759	$	81,973
Liabilities:
KNFH LLC	$	—	$	289
DHC8 LLC		1,059		1,102
KNFH II LLC		2,267		4,000
HGC Origination I LLC and HGC Funding I LLC		992		10
HGC MPG Funding LLC		—		—
Total liabilities	$	4,318	$	5,401

Note 7 – 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 both the three and six months ended June 30, 2024 and 2023, the earnings allocated to the outstanding preferred shares were not material.

In periods in which the Company records 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. As the preferred stock does not participate in losses, the two-class method is not used in periods in which the Company records a net loss.

Stock options and other potential common shares are included in the calculation of diluted earnings per share (“diluted EPS”). 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 number of shares used in computing diluted EPS:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Basic weighted average shares outstanding		36,741,439		36,700,830		36,674,620		36,627,200
Treasury stock effect of common stock options and restricted stock awards		75,171		950,864		85,375		876,823
Diluted weighted average common shares outstanding		36,816,610		37,651,694		36,759,995		37,504,023

For three months ended June 30, 2024 and 2023, there were potential common shares of 0.7 million and 0.8 million, respectively, that were excluded from the computation of diluted EPS, as the inclusion of such common shares would have been anti-dilutive. For the six months ended June 30, 2024 and 2023, there were potential common shares of 0.8 million and 0.7 million, respectively, that were excluded from the computation of diluted EPS, as the inclusion of such common shares would have been anti-dilutive.

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Note 8 – Leases

The Company leases office and warehouse space in four locations: Del Mar, California, Hayward, California, San Diego, California and Edwardsville, Illinois. The Company determined that all of its lease arrangements are classified as operating leases.

On August 12, 2022, the Company entered into an agreement with Liberty Industrial Park, LLC pursuant to which the Company leases 6,627 square feet of industrial space in San Diego, California. The commencement date of the lease was September 1, 2022. It 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 lease location are as follows (in thousands):

	June 30,		December 31,
	2024		2023
Right-of-use assets:
Del Mar, CA	$	109	$	186
Hayward, CA		1,382		1,525
San Diego, CA		418		477
Edwardsville, IL		305		351
Total right-of-use assets	$	2,214	$	2,539
Lease liabilities
Del Mar, CA	$	119	$	203
Hayward, CA		1,456		1,594
San Diego, CA		441		498
Edwardsville, IL		308		353
Total lease liabilities	$	2,324	$	2,648

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 3.7 years and the weighted average discount rate is 5.35% as of June 30, 2024.

Lease expense is recognized on a straight-line basis over the lease term. For both the six month periods ended June 30, 2024 and June 30, 2023, lease expense was approximately $0.4 million. As of June 30, 2024, 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 (remainder of year from July 1, 2024 to December 31, 2024)	$	397
2025		661
2026		649
2027		543
2028		299
Total undiscounted future minimum lease payments		2,549
Less: imputed interest		(225	)
Present value of lease liabilities	$	2,324

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Note 9 – Lessor Arrangement

In December 2023, the Company, with certain partners making up the KNFH II LLC joint venture, entered into a purchase and sale agreement for a pharmaceutical plant in Fenton, Missouri, including land, a building, and all machinery and equipment held within with a purchase price of $8 million.

In April 2024, KNFH II LLC entered into a purchase and sale agreement for the machinery and equipment within the pharmaceutical plant with a purchase price of $5.0 million. Additionally, KNFH II LLC entered into a lease agreement for the lease of the real estate assets; the building and land. This lease agreement includes a purchase option with a purchase price of $8.0 million that is expected to be exercised by the lessee. The lessor arrangement is classified as a sales-type lease, and, therefore, the present value of future lease payments, including the purchase option, has been recognized as revenue and a lease receivable as of the effective date. In the second quarter of 2024, the Company recognized approximately $1.3 million in earnings from equity method investments, related to the Company’s share of net income attributable to KNFH II LLC.

The Company accounts for the transaction 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 6 for further information.

Note 10 – Intangible Assets and Goodwill

Intangible assets

The Company’s identifiable intangible assets are associated with its acquisitions of HGP in 2012, NLEX in 2014 and ALT in 2021, as shown in the table below (in thousands except for lives), and are amortized using the straight-line method over their remaining estimated useful lives. The Company’s tradename that was acquired as part of the acquisition of NLEX in 2014 has an indefinite life and therefore is not amortized.

	Remaining		Carrying Value					Carrying Value
	Life		December 31,					June 30,
	(years)		2023		Amortization			2024
Amortizable intangible assets:
Trade Name (HGP)		0.8	$	128	$	(64	)	$	64
Trade Name (ALT)		17.4		575		(16	)		559
Vendor Relationship (ALT)		2.4		613		(115	)		498
Total amortizable intangible assets				1,316		(195	)		1,121
Indefinite-lived intangible assets:
Trade Name (NLEX)	N/A			2,437		—			2,437
Total intangible assets			$	3,753	$	(195	)	$	3,558

Amortization expense during both the six months ended June 30, 2024 and 2023 was $0.2 million. The Company estimates that the residual value for intangible assets is not significant.

As of June 30, 2024, the estimated amortization expense for the remainder of the current fiscal year and the next five fiscal years and thereafter is shown below (in thousands):

Year	Amount
2024 (remainder of year from July 1, 2024 to December 31, 2024)	$	196
2025		263
2026		186
2027		32
2028		32
Thereafter		412
Total estimated amortization expense	$	1,121

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Goodwill

The Company’s goodwill relates to its acquisition of various entities. Goodwill consists of the following at June 30, 2024 and December 31, 2023 (in thousands):

	June 30, 2024		December 31, 2023
ALT	$	1,861	$	1,861
HGP		2,041		2,041
NLEX		3,544		3,544
Total goodwill	$	7,446	$	7,446

There were no additions to goodwill and no impairments recorded to the carrying value of goodwill during the six months ended June 30, 2024.

Note 11 – Debt

Outstanding debt as of June 30, 2024 and December 31, 2023 is summarized as follows (in thousands):

	June 30, 2024		December 31, 2023
Current:
ALT Note	$	518	$	511
2021 Credit Facility		—		—
2023 Credit Facility		1,279		1,222
Total third party debt, current		1,797		1,733
Non-current:
ALT Note		134		395
2023 Credit Facility		4,445		5,100
Total third party debt, non-current		4,579		5,495
Total third party debt	$	6,376	$	7,228

2021 Credit Facility

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.

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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 six 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 June 30, 2024, there was no outstanding balance on the 2021 Credit Facility.

On July 24, 2024 the Company entered into a Loan Modification Agreement and Reaffirmation of Loan (the “Second Modification Agreement”), effective as of July 24, 2024, to modify certain loan covenants. As of July 24, 2024 the Company was in compliance with all financial and negative covenants.

The Company's weighted average interest rate on short-term borrowings as of June 30, 2024 and December 31, 2023 was 8.75% and 9.51%, 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 June 30, 2024 was $0.7 million.

2023 Credit Facility

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. The outstanding balance of the Term Loan as of June 30, 2024 was $5.7 million, of which $1.3 million was classified as "current" and $4.4 million was classified as "non-current".

On July 24, 2024, the Company paid $5.8 million for the full remaining principal balance outstanding of $5.7 million on its Term Loan agreement with C3 Bank, in advance of the loan’s April 27, 2028 maturity date, and $0.1 million in interest accrued to July 24, 2024. As of July 24, 2024 the Company was in compliance with all financial and negative covenants.

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Note 12 – Income Taxes

At June 30, 2024, the Company had 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. 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.

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 from operations before taxes primarily as a result of the impact of state income taxes.

The Company records net deferred tax assets to the extent that it believes such assets will more likely than not be realized. As a result of cumulative losses and uncertainty with respect to future taxable income, the Company has provided a partial valuation allowance against its net deferred tax assets. As of both June 30, 2024 and December 31, 2023, the Company's valuation allowance against its deferred tax assets was approximately $2.2 million.

Note 13 – 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 NLEX and a member of the board of directors of the Company, David Ludwig. The total amount paid to the related party for both the six-months ended June 30, 2024 and 2023 was approximately $56,000 and is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of income.

Note 14 – Segment Information

The following table sets forth certain financial information for the Company's reportable segments (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Industrial Assets Division:
Auction and Liquidation	$	2,122		$	715		$	2,917		$	2,182
Refurbishment & Resale		3			736			19			1,837
Total divisional operating income		2,125			1,451			2,936			4,019
Financial Assets Division:
Brokerage		1,940			2,117			4,007			4,162
Specialty Lending		728			606			1,593			1,083
Total divisional operating income		2,668			2,723			5,600			5,245
Corporate operating expense		(1,249	)		(1,073	)		(2,434	)		(2,269	)
Consolidated operating income	$	3,544		$	3,101		$	6,102		$	6,995

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Note 15 – Subsequent Events

The Company has evaluated events subsequent to June 30, 2024 for potential recognition or disclosure in its condensed consolidated financial statements. There have been no material subsequent events requiring recognition or disclosure in this Quarterly Report on Form 10-Q, other than noted below.

On July 24, 2024, the Company paid $5.8 million for the full remaining principal balance outstanding of $5.7 million on its Term Loan agreement with C3 Bank, in advance of the loan’s April 27, 2028 maturity date, and $0.1 million in interest accrued to July 24, 2024. As of June 30, 2024, $1.3 million of the outstanding balance was recorded as current and $4.4 million was recorded as non-current.

On July 24, 2024 the Company entered into a Loan Modification Agreement and Reaffirmation of Loan (the “Second Modification Agreement”), effective as of July 24, 2024, to modify certain loan covenants of the 2021 Credit Facility. The other material terms of the 2021 Credit Facility remain unchanged. The foregoing description of the Second Modification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Modification Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the information contained in the unaudited condensed consolidated interim financial statements of Heritage Global Inc. (together with its consolidated subsidiaries, “we”, “us”, “our” or the “Company”) and the related notes thereto for the three and six month periods ended June 30, 2024 and 2023, appearing elsewhere herein, and in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2024 (the “Form 10-K”).

Forward Looking Information

This Quarterly Report on Form 10-Q (the “Report”) contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 that are based on management’s exercise of business judgment as well as assumptions made by, and information currently available to, management. When used in this document, the words “may,” "will,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These statements are subject to certain risks, uncertainties, and assumptions, including the important factors noted under Item 1A “Risk Factors” in our Form 10-K, and as noted below. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those anticipated in these forward-looking statements. We undertake no obligation, and do not intend, to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize.

Overview, History and Recent Developments

Heritage Global Inc. was incorporated in Florida in 1983 under the name “MedCross, Inc.” Our name was changed to “I-Link Incorporated” in 1997, to “Acceris Communications Inc.” in 2003, to “C2 Global Technologies Inc.” in 2005, to “Counsel RB Capital Inc.” in 2011, and to Heritage Global Inc. in 2013. The most recent name change more closely identifies HG with its auction and specialty lending business lines.

Our corporate headquarters are located at 12625 High Bluff Drive, Suite 305, San Diego, CA 92130. Our telephone number is (858) 847-0659 and our corporate website is www.hginc.com. Information contained on our website is not incorporated by reference into this Form 10-Q.

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The organization chart below outlines our basic domestic corporate structure as of June 30, 2024.

		Heritage Global Inc. (1)
100%	100%		100%	100%
Heritage Global Partners, Inc. (2) (California)	Heritage Global LLC (3) (Delaware)		National Loan Exchange, Inc. (5) (Illinois)	Heritage Global Capital LLC (6) (Delaware)
	100%
	Heritage ALT LLC (4) (Delaware)

____________________

(1) Registrant.

(2) Auction and Liquidation.

(3) Holding Company.

(4) Refurbishment and Resale.

(5) Brokerage.

(6) Specialty Lending.

Nonaccrual Loans

We determine a loan to be in a default status when the minimum payment amount has not been received within the grace period of the payment due date. The status of default does not solely trigger nonaccrual loan status. We consider quantitative and qualitative factors when evaluating a loan in default status to determine the likelihood of recovering the outstanding principal balance and contractual interest payments. We also monitor our borrowers’ financial standing and performance on an ongoing basis and regularly updates the collection forecasts for the underlying charged off or nonperforming receivable portfolios related to each outstanding loan. If we determine (1) it is not probable that the projected cash flows expected from the borrower’s collection efforts on the underlying charged off or nonperforming receivable portfolio will be sufficient to satisfy all of the outstanding principal balance and contractual interest payments, and (2) it is not probable that the borrower will be able to meet the minimum required principal and interest payments through other operational cash flows, we will place the loans on nonaccrual status. If, based on our analysis, we elect to maintain accrual status after initial payment default, the loan will generally be placed on nonaccrual status if principal or interest payments become 90 days past due.

The accrual of interest is generally discontinued and all accrued interest is reversed against interest income when a loan is placed on nonaccrual status. Interest received on such loans is accounted for using the cost-recovery or the cash-basis method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Under the cash-basis method, interest payments received by the creditor are recorded as interest income provided the amount does not exceed the amount that would have been earned at the loan’s original effective interest rate. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, there is a sustained period of repayment performance, and all remaining principal and interest payments are deemed probable.

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In November 2023, we and our affiliated joint ventures restructured loans (the "Restructured Loans") with our largest borrower by restructuring certain outstanding 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 our and our affiliated joint ventures. Our share of the Restructured Loans amortized cost basis was $22.2 million, or 57% of our share of the loan book. 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. As of September 30, 2023, we increased the allowance for credit losses related to our 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. As of June 30, 2024, our allowance for credit losses related to the Restructured Loans was $1.1 million, of which $0.3 million was classified as notes receivable and $0.8 million was recorded within equity method investments.

Our largest borrower continues to collect on the underlying charged off and nonperforming consumer loan portfolios and remit net collections to us and senior lenders, however this borrower's June remittance did not meet the minimum required payment amount. We determined that (1) it is not probable that the projected cash flows expected from the borrower’s collection efforts on the underlying charged off or nonperforming receivable portfolio will be sufficient to satisfy all of the outstanding principal balance and contractual interest payments, and (2) it is not probable that the borrower will be able to meet the minimum required principal and interest payments through other operational cash flows. As we continue to work closely with the borrower and its senior lenders in an effort to mitigate the default in an efficient and effective manner, the impacted loans have been placed in nonaccrual status beginning in June 2024. In addition, there was a balance of $1.5 million from our share of other loans within its affiliated joint ventures that are impacted by the default with our largest borrower and have been placed in nonaccrual status in June 2024. Our share of payments received from this borrower, including interest, will be applied against the outstanding loan balance. As of June 30, 2024, the amortized cost basis of loans in nonaccrual status was $24.6 million, of which $5.7 million is recorded within notes receivable and $18.9 million is recorded within equity method investments.. There were no loans in nonaccrual status as of December 31, 2023.

Specialty Lending - Concentration and credit risk

As of June 30, 2024, we held a gross balance of investments in notes receivable of $35.2 million, recorded in both notes receivable and equity method investments, and consisting of one borrower’s note balance of approximately $23.1 million, or 66% as of June 30, 2024, as compared to 62% as of December 31, 2023. We do not intend to hold highly concentrated balances due from one borrower as part of its long-term strategy but may, in the short term, have concentration risk on our path to an established and diversified portfolio.

We do not evaluate concentration risk solely based on balance due from specific borrowers, but also consider 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 $23.1 million, there are 11 distinct loan agreements, the underlying portfolio of accounts are diversified throughout FinTech, installment loans and credit card accounts, and further diversified amongst six separate sellers of these charged off portfolios.

We mitigate this concentration risk by requiring, and monitoring, security from each borrower consisting of their charged off and nonperforming receivable portfolios. We engage in a due diligence process that leverages our valuation expertise, knowledge and experience in the underlying nonperforming receivable portfolios marketplace. In the event of default, we are entitled to call the unpaid interest and principal balances and receive all net collections directly. We may also recover our 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 our Brokerage segment. In certain cases, our 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 June 30, 2024, we have incurred no actual credit losses.

Industry and Competition

Our business consists primarily of the auction, appraisal, refurbishment and asset advisory services provided by our Industrial Assets division and the charged-off receivable brokerage and specialty financing services provided by our Financial Assets division, each of which is further described below. Our business also includes the purchase and sale, including at auction, of industrial machinery and equipment, real estate, inventories, charged-off receivable and distressed debt. The market for all of these services and assets is highly fragmented. To acquire auction or appraisal contracts, or assets for resale, we compete with other liquidators, auction companies, dealers and brokers. We also compete with them for potential purchasers and lenders. Some competitors have significantly greater financial and marketing resources and name recognition.

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We believe that our business is positioned to grow in all economic cycles. As the economy encounters situations of recession, flattening yield curves and rising credit costs, our business may experience wider margins on principal asset sales, a favorable lending cycle for charged-off and nonperforming asset portfolios, higher volumes of nonperforming assets and building surplus inventories and bankruptcies. In times of economic growth, our business has demonstrated its ability to experience growth based on our competitive advantages in the industry, including our domain expertise related to deal sourcing and execution capabilities, our diversification of integrated service platforms and our experience across underserved markets. We intend to continue to leverage our competitive advantages to grow within each segment and across platforms through increasing synergies, maintaining high incremental margins, improving earnings predictability, strengthening financial metrics reflected on our balance sheet and managing expenses.

Our business strategy in the Specialty Lending and Auction and Liquidation segments includes the option of partnering with one or more additional purchasers or lenders, pursuant to a partnership, joint venture or limited liability company agreement (collectively, “Joint Ventures”). These Joint Ventures give us access to more opportunities, help to mitigate some of the competition from the market’s larger participants, and contribute to our objective to be the leading resource for clients requiring financial and industrial asset solutions.

Our Competitive Strengths

We believe we have attributes that differentiate us from our competitors and that provide us with significant competitive advantages. Our key competitive strengths are described below.

Differentiated business model - We believe we have diversified business lines serving the financial and industrial asset liquidation market. We have multiple revenue streams including our brokerage, principal based auction services, refurbishment and resale, advisory services and secured lending services. Further, our business is event-driven and we have repeat, forward-flow contracts in place with industry leading customers. We expect to drive growth in our revenue streams by taking different roles, and using partners as needed.

Compelling macro growth drivers - Historically, recessions drive an increased supply of surplus assets and an increased demand for liquidation services, which we believe we are well-positioned to provide. Further, consumer lending and resulting charge-offs are expected to continue their upward trend to meet, and possibly exceed, pre-pandemic levels, which we believe will drive an increased supply of non-performing consumer loans. Additionally, we believe an active market for mergers and acquisitions in manufacturing industries drives demand for industrial asset liquidations and our services. The market in which we operate is highly fragmented, presenting a continued opportunity for the Company to increase market share and drive consolidation.

High return on invested capital - We believe we have an opportunity to drive improved auction economics by serving more frequently in the role of principal rather than the lower margin role of broker. Further, we believe we have a strong growth opportunity in providing secured loans to our financial asset debt buyers, a service we are providing through HGC.

Strong management team - We have built an experienced executive-level management team with deep domain expertise. Our President and Chief Executive Officer, Ross Dove, is a third-generation auctioneer and a pioneering innovator in applying technology to the asset liquidation industry. Mr. Dove began his career in the auction business over forty years ago, beginning with a small family-owned auction house and helping to expand it into a global firm, DoveBid, which was sold to a third party in 2008. In addition, our senior management team has deep domain expertise in both industrial asset and financial asset transactions. On September 17, 2020, we entered into an Employment Agreement with Kirk Dove, the former President and Chief Operating Officer of the Company. Upon his resignation, Kirk Dove continued his employment with us in an advisory capacity, and is expected to do so until December 31, 2024. Also, during 2020, Nick Dove was appointed as President, Industrial Assets Division, and David Ludwig was appointed as President, Financial Assets Division. Nick Dove previously served as Executive Vice President of Sales of Heritage Global Partners since August 2017. David Ludwig previously served as President of NLEX, a wholly owned subsidiary of the Company, and has served in such capacity since the Company acquired NLEX in 2014.

Financial Assets Division

Our Financial Assets Division provides services to issuers of consumer credit that are looking to monetize nonperforming and charged-off loans — loans that creditors have written off as uncollectable. Nonperforming and charged-off loans typically originate from banks that issue unsecured consumer credit.

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Brokerage Segment

Through NLEX, we act as an advisor for sales of charged-off and nonperforming asset portfolios via an electronic auction exchange platform for banks and other debt holders throughout the United States and Canada. Since the 1980s, NLEX has sold over $200 billion face value of performing, nonperforming and charged-off assets. NLEX sales are concentrated in online, automotive, credit card, secured and unsecured consumer and business loan and real estate charge-offs. The typical credit we broker sells at a deep discount to face value, and we typically receive a commission for these services from both buyers and sellers. We have existing relationships with high quality, top-tier and mid-tier debt buyers. In addition to its banking relationships, NLEX has continued to be opportunistic as new lending facilities, such as FinTech, peer-to-peer and more recently Buy Now Pay Later lenders have expanded the availability of consumer credit. Together with growing volume in this industry, due to large increases in delinquency and charge-off rates, we anticipate significant growth opportunities in our brokerage segment as these sectors evolve. Given many of our clients' limited resources in this space, we have also implemented post-sale support, further entrenching NLEX with our dedicated clients as well as differentiating us from competitors.

Specialty Lending Segment

Through HGC, we provide specialty financing solutions to investors in charged-off and nonperforming asset portfolios. Since the inception of HGC in 2019, we have issued $153.7 million in total loans to investors by both self- funded loans and in partnership with senior lenders. Our portion of the total loans funded since inception is $67.3 million. Our income from secured lending consists of upfront fees, interest income, monthly monitoring fees and backend profit share. In general, we expect to earn an annual rate of return on our share of notes receivable outstanding in accrual status of approximately 20% or more based on established terms of the loans funded and performance of collections. Because of the default by our largest borrower discussed above, approximately 70% of the total balance of our loans outstanding were in nonaccrual status as of June 30, 2024. We do not expect to realize any return with respect to these loans in 2024, and whether we will realize any return with respect to these loans is uncertain. As of June 30, 2024, our net balance related to investments in loans to buyers of charged-off and nonperforming receivable portfolios was $33.9 million, of which $13.4 million is classified as notes receivable and $20.5 million is classified as equity method investments.

Our management team has decades of domain expertise with the ability to leverage extensive funding activity and widespread industry relationships. We believe we have the opportunity for growth through increased penetration of the underserved market of mid-tier buyers of charged-off receivables, providing more economic financing options and a greater variety of funding solutions to our customers.

Industrial Assets Division

Our Industrial Assets Division advises enterprise and financial customers on the sale of industrial assets, mostly from surplus and sometimes distressed circumstances while acting as an agent, guarantor or principal in the sale.

Auction and Liquidation Segment

Through HGP, we offer a global full-service auction, appraisal and asset advisory firm, including the acquisition of turnkey manufacturing facilities and used industrial machinery and equipment. The fees for our services typically range from 15%–50%, depending on our role and the transaction. This division predominantly targets sellers of surplus or distressed “inside the building” assets. Our buyers consist of both end-users and dealers.

Refurbishment & Resale Segment

Through ALT, we have specialized our offering in the biotech and pharma sectors, which have been key verticals over the past decade. ALT focuses on refurbishing and reselling laboratory equipment.

Our management team has decades of domain expertise with the ability to leverage extensive industry relationships, real time access to databases of buyers and sales, as well as a deep understanding of the underlying asset value across the more than 25 industrial sectors in which we operate. We believe we have the opportunity for growth in our auction services through our ability to secure ongoing contracts with large multinational sellers, to be a first mover in emerging sectors, and to gain market share in sectors in which we are currently less active. Our extensive network and ability to find and source new opportunities are key factors for expansion. We believe we have the opportunity for growth in our valuation services through the addition of incremental bank-approved vendor lists, geographic expansion and through deeper penetration with our existing bank relationships.

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Government Regulation

We are subject to federal, state and local consumer protection laws, including laws protecting the privacy of customer non-public information and regulations prohibiting unfair and deceptive trade practices. Many jurisdictions also regulate “auctions” and “auctioneers” and may regulate online auction services. These consumer protection laws and regulations could result in substantial compliance costs and could interfere with the conduct of our business.

Legislation in the United States has increased public companies’ regulatory and compliance costs as well as the scope and cost of work provided by independent registered public accountants and legal advisors. As regulatory and compliance guidelines continue to evolve, we may incur additional costs in the future, which may or may not be material, in order to comply with legislative requirements or rules, pronouncements and guidelines by regulatory bodies.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations references our unaudited condensed consolidated interim financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This 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.

We have no off-balance sheet arrangements.

We have not paid any dividends, and do not expect to pay any dividends in the future.

The critical accounting policies used in the preparation of our audited consolidated financial statements are discussed in our Form 10-K. There were no material changes to these policies during the six months ended June 30, 2024.

Management’s Discussion of Financial Condition

Liquidity and Capital Resources

Liquidity

We had working capital of $17.9 million and $11.6 million as of June 30, 2024 and December 31, 2023, respectively.

Our current assets as of June 30, 2024 increased to $35.9 million compared to $26.3 million as of December 31, 2023. This change was primarily due to an increase in cash of $12.3 million, partially offset by a decrease in the current portion of notes receivable by $1.5 million, a decrease in inventory of $0.8 million and a decrease in accounts receivable of $0.9 million. Our current liabilities as of June 30, 2024 increased to $18.0 million compared to $14.7 million as of December 31, 2023. The most significant change was an increase in our payables to sellers due to the timing of certain asset liquidation settlements of $5.4 million, partially offset by an decrease of $2.1 million in accounts payable and accrued liabilities.

During the six months ended June 30, 2024, our primary source of cash was cash on hand and cash provided by operating activities. Cash disbursements during the six months ended June 30, 2024 consisted primarily of investments in notes receivable of $4.5 million and payment of operating expenses of $2.1 million.

We believe we can fund our operations and our debt service obligations for 12 months from the date of filing this quarterly report and beyond through a combination of working capital, cash flows from our on-going operations and accessing financing from our existing line of credit.

Our indebtedness consists of a promissory note dated August 23, 2021 (the “ALT Note”) issued in the amount of $2.0 million as part of the aggregate purchase price paid to acquire certain assets and liabilities of American Laboratory Trading, any amounts borrowed under our 2021 Credit Facility, and the Term Loan. The terms of the ALT Note require us to pay off the Note in 48 equal installments of approximately $44,000 with an interest rate of 3% per annum and a maturity date of August 23, 2025. As of June 30, 2024, we had an outstanding balance of $0.7 million on the ALT Note.

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On May 26, 2023, we entered into a Loan Modification Agreement and Reaffirmation of Loan (the “Modification Agreement”), by and between the Company and C3 Bank. 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. We are permitted to use the proceeds of the loan solely for our business operations. As of June 30, 2024, there was no outstanding balance on the 2021 Credit Facility.

On May 26, 2023, we 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"). The Company is permitted to use the proceeds of the Term Loan solely for its business operations. The maturity date of the Term Loan is April 27, 2028. 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 0.25% and a floor of no less than 6.5%. The Term Loan requires we pay monthly installments over a 5-year term with adjustments for changes in the variable interest rate. As of June 30, 2024, we had an outstanding balance of $5.7 million on the Term Loan.

On July 24, 2024, we paid $5.8 million for the full remaining principal balance outstanding of $5.7 million on the Term Loan agreement with C3 Bank, in advance of the loan’s April 27, 2028 maturity date, and $0.1 million in interest accrued to July 24, 2024. As of July 24, 2024 the Company was in compliance with all financial and negative covenants.

Capital Resources

As of June 30, 2024 and December 31, 2023, we had stockholders’ equity of $65.8 million and $61.1 million, respectively.

We determine our future capital and operating requirements based upon our current and projected operating performance and contractual commitments. We expect to be able to finance our future operations through a combination of working capital, future net cash flows from operating activities, our 2021 Credit Facility and Term Loan. Our contractual requirements are limited to the outstanding debt and lease commitments with related and unrelated parties. Capital requirements are generally limited to our purchases of surplus and distressed assets and our investment activity under our Specialty Lending segment. We believe that our current capital resources, including available borrowing capacity from our 2021 Credit Facility and Term Loan, are sufficient for these requirements. In the event additional capital is needed, we believe we can obtain additional debt financing through capital partners.

Cash Position and Cash Flows

Cash and cash equivalents as of June 30, 2024 were $24.6 million as compared to $12.3 million as of December 31, 2023, an increase of approximately $12.3 million.

Cash From Operating Activities

Cash provided by operations was $7.7 million during the six months ended June 30, 2024 as compared to $6.7 million during the same period in 2023. The approximate $1.0 million change was primarily attributable to a decrease in operating assets and liabilities of $3.9 million and a decrease of $2.8 million in net income adjusted for noncash items during the six months ended June 30, 2024 as compared to the same period in 2023.

The changes in operating assets and liabilities during the six months ended June 30, 2024 as compared to the same period in 2023 are primarily due to the nature of our operations. We earn revenue from discrete asset liquidation deals that vary considerably with respect to their magnitude and timing, and that can consist of fees, commissions, asset sale proceeds, or a combination thereof. The operating assets and liabilities associated with these deals are, therefore, subject to the same variability and can be quite different at the end of any given period.

Cash From Investing Activities

Cash provided by investing activities during the six months ended June 30, 2024 was $5.5 million compared to cash used in investing activities of $8.0 million during the same period in 2023.

Cash provided by investing activities during the six months ended June 30, 2024 consisted primarily of payments received on notes receivable of $6.1 million and return of investment and cash distributions received from equity method investments of $4.3 million. Cash provided by investing activities during the three months ended June 30, 2024 was offset by cash used in investing activities primarily of investments in notes receivable of $4.5 million and equity method investments of $0.3 million.

Cash used in investing activities during the six months ended June 30, 2023 consisted primarily in investment in notes receivable of $18.7 million and equity method investments of $4.2 million, related entirely to specialty lending activity within our Financial Assets Division. Cash used in investing activities during the six months ended June 30, 2023 was offset by cash provided by investing activities primarily of cash received on transfer of notes receivable to partners of $8.9 million, payments received on notes receivable of $3.4 million as well as return of investment and cash distributions received from equity method investments of $2.3 million.

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Cash From Financing Activities

Cash used in financing activities was approximately $0.9 million during the six months ended June 30, 2024 compared to cash provided by financing activities of $3.7 million during the six months ended June 30, 2023. Financing activities during the six months ended June 30, 2024 consisted primarily of $0.6 million in repayments of our Term Loan and $0.3 million in repayments to our ALT Note. Financing activities during the six months ended June 30, 2023 consisted primarily of $11.4 million in proceeds from draws on our 2021 Credit Facility and our Term Loan, offset by $7.3 million in repayments to our 2021 Credit Facility, $0.1 million in repayments to our Term Loan and $0.2 million in repayments to our ALT Note.

Contractual Obligations

Our significant contractual obligations are our third party loans, client and partner asset liquidation settlement payments and lease obligations. The loan and lease obligations are fully described in the notes to the consolidated financial statements included in our Form 10-K.

Management’s Discussion of Results of Operations

The following table sets out the Company’s condensed consolidated results of operations for the three and six months ended June 30, 2024 and 2023 (in thousands).

	Three Months Ended June 30,						Change						Six Months Ended June 30,						Change
	2024			2023			Dollars			Percent			2024			2023			Dollars			Percent
Revenues:
Services revenue	$	8,481		$	9,810		$	(1,329	)		(14	)%	$	17,464		$	20,055		$	(2,591	)		(13	)%
Asset sales		3,542			3,288			254			8	%		6,720			9,655			(2,935	)		(30	)%
Total revenues		12,023			13,098			(1,075	)		(8	)%		24,184			29,710			(5,526	)		(19	)%
Operating costs and expenses:
Cost of services revenue		1,450			1,807			(357	)		(20	)%		2,930			4,147			(1,217	)		(29	)%
Cost of asset sales		2,271			1,935			336			17	%		4,682			6,270			(1,588	)		(25	)%
Selling, general and administrative		6,346			6,440			(94	)		(1	)%		12,704			12,740			(36	)		(0	)%
Depreciation and amortization		147			121			26			21	%		288			241			47			20	%
Total operating costs and expenses		10,214			10,303			(89	)		(1	)%		20,604			23,398			(2,794	)		(12	)%
Earnings of equity method investments		1,735			306			1,429			467	%		2,522			683			1,839			269	%
Operating income		3,544			3,101			443			14	%		6,102			6,995			(893	)		(13	)%
Interest expense, net		(108	)		(101	)		(7	)		7	%		(200	)		(169	)		(31	)		18	%
Income before income tax expense		3,436			3,000			436			15	%		5,902			6,826			(924	)		(14	)%
Income tax expense		939			221			718			325	%		1,606			1,218			388			(32	)%
Net income	$	2,497		$	2,779		$	(282	)		(10	)%	$	4,296		$	5,608		$	(1,312	)		-23	%

Our revenue has several components: (1) traditional fee based asset disposition services, such as commissions from on-line and webcast auctions, liquidations and negotiated sales, and commissions from the NLEX charged-off receivables business, (2) the acquisition and subsequent disposition of distressed and surplus assets, including industrial machinery and equipment and real estate, and (3) fees and interest earned for appraisal, management advisory services and specialty lending services.

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We report 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 our reportable segments. We manage our business primarily on differentiated revenue streams for services offered. Our reportable segments consist of the Auction and Liquidation segment, Refurbishment & Resale segment, Brokerage segment, and Specialty Lending segment. Our 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. Our Refurbishment & Resale segment, through ALT, acquires, refurbishes and supplies specialized laboratory equipment. Our Brokerage segment, through NLEX, brokers charged-off receivables in the U.S. and Canada on behalf of financial institutions. Our Specialty Lending segment, through HGC, provides specialty financing solutions to investors in charged-off and nonperforming asset portfolios.

We evaluate the performance of our 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 we do not attempt to allocate existing fixed divisional overhead costs of the sister divisions to the newer segments. Similarly, corporate overhead cost is not allocated to the operating divisions for management reporting purposes. Further, we do not utilize segmented asset information to evaluate the performance of our reportable segments and do not include intercompany transfers between segments for management reporting purposes.

The following table sets forth operating income for the Company's reportable segments (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Industrial Assets Division:
Auction and Liquidation	$	2,122		$	715		$	2,917		$	2,182
Refurbishment & Resale		3			736			19			1,837
Total divisional operating income		2,125			1,451			2,936			4,019
Financial Assets Division:
Brokerage		1,940			2,117			4,007			4,162
Specialty Lending		728			606			1,593			1,083
Total divisional operating income		2,668			2,723			5,600			5,245
Corporate operating expense		(1,249	)		(1,073	)		(2,434	)		(2,269	)
Consolidated operating income	$	3,544		$	3,101		$	6,102		$	6,995

Three-Month Period Ended June 30, 2024 Compared to Three-Month Period Ended June 30, 2023

Revenues and cost of revenues – Revenues were $12.0 million during the three months ended June 30, 2024 compared to $13.1 million during the same period in 2023. Costs of services revenue and asset sales were $3.7 million during both the three month periods ended June 30, 2024 and 2023. The gross profit of these items was $8.3 million during the three months ended June 30, 2024 compared to $9.4 million during the same period in 2023, a decrease of approximately $1.1 million, or approximately 12%. The decrease in gross profit in the second quarter of 2024 compared to the second quarter of 2023 is primarily due to normal changes in the timing and magnitude of asset liquidation transactions.

Selling, general and administrative expense – Selling, general and administrative expense was $6.3 million during the three months ended June 30, 2024 compared to $6.4 million during the same period in 2023.

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Significant components of selling, general and administrative expense for the three months ended June 30, 2024 and 2023 are shown below (in thousands):

	Three Months Ended June 30,
	2024			2023			% change
Compensation
Auction and liquidation	$	1,606		$	1,543			4	%
Refurbishment and resale		594			541			10	%
Brokerage		1,326			1,762			(25	)%
Specialty lending		461			281			64	%
Corporate and other		641			530			21	%
Stock-based compensation		290			228			27	%
Board of Directors fees		78			82			(5	)%
Accounting, tax and legal professional fees		397			489			(19	)%
Insurance		137			136			1	%
Occupancy		317			319			(1	)%
Travel and entertainment		154			167			(8	)%
Advertising and promotion		119			139			(14	)%
Information technology support		146			110			33	%
Provision for credit losses		(162	)		(15	)		980	%
Other		242			128			89	%
Total selling, general & administrative expense	$	6,346		$	6,440			(1	)%

Selling, general and administrative expense during the second quarter of 2024 were generally consistent with selling, general and administrative expense during the second quarter of 2023.

Depreciation and amortization expense – Depreciation and amortization expense was $0.1 million during the three months ended June 30, 2024 and the same period in 2023, which consisted primarily of amortization expense related to intangible assets.

Earnings of Equity Method Investments - Earnings of equity method investments was $1.7 million during the three months ended June 30, 2024 compared to $0.3 million during the same period in 2023. The $1.4 million increase is mainly due to our $1.3 million share of earnings from the KNFH II LLC joint venture.

Six-Month Period Ended June 30, 2024 Compared to Six-Month Period Ended June 30, 2023

Revenues and cost of revenues – Revenues were $24.2 million during the six months ended June 30, 2024 compared to $29.7 million during the same period in 2023. Costs of services revenue and asset sales were $7.6 million during the six months ended June 30, 2024 compared to $10.4 million during the same period in 2023. The gross profit of these items was $16.6 million during the six months ended June 30, 2024 compared to $19.3 million during the same period in 2023, a decrease of approximately $2.7 million, or approximately 14%. The decrease in gross profit in the second quarter of 2024 compared to the second quarter of 2023 is primarily due to a significant one-time principal auction transaction in our Industrial Asset Division in the first quarter of 2023, as well as the normal changes in the timing and magnitude of asset liquidation transactions.

Selling, general and administrative expense – Selling, general and administrative expense was $12.7 million during both the six months ended June 30, 2024 and 2023.

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Significant components of selling, general and administrative expense for the six months ended June 30, 2024 and 2023 are shown below (in thousands):

	Six Months Ended June 30,
	2024			2023		% change
Compensation
Auction and liquidation	$	2,896		$	2,986		(3	)%
Refurbishment and resale		1,189			1,046		14	%
Brokerage		2,757			3,533		(22	)%
Specialty lending		976			491		99	%
Corporate and other		1,289			1,153		12	%
Stock-based compensation		518			407		27	%
Consulting		16			28		(43	)%
Board of Directors fees		156			154		1	%
Accounting, tax and legal professional fees		900			855		5	%
Insurance		293			267		10	%
Occupancy		626			637		(2	)%
Travel and entertainment		333			447		(26	)%
Advertising and promotion		275			253		9	%
Information technology support		282			202		40	%
Provision for credit losses		(175	)		87		100	%
Other		373			194		92	%
Total selling, general & administrative expense	$	12,704		$	12,740		(0	)%

Selling, general and administrative expense during the second quarter of 2024 were generally consistent with selling, general and administrative expense during the second quarter of 2023.

Depreciation and amortization expense – Depreciation and amortization expense was $0.3 million during the six months ended June 30, 2024 compared to $0.2 million in the same period in 2023, which consisted primarily of amortization expense related to intangible assets.

Earnings in Equity Method Investments were $2.5 million during the six months ended June 30, 2024 compared to $0.7 million during the same period in 2023. The $1.8 million increase is mainly due to our $1.3 million share of earnings from the KNFH II LLC joint venture.

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Key Performance Indicators

We monitor a number of financial and non-financial measures on a regular basis in order to track our underlying operational performance and trends. Other than operating income (a GAAP financial measure as shown in our consolidated statements of income), which we believe is the most important measure of our operational performance and trends, we believe that EBITDA and Adjusted EBITDA (non-GAAP financial measures) are key performance indicators (“KPIs”) for our business. These KPIs may not be defined or calculated in the same way as similar KPIs used by other companies.

We prepared our unaudited condensed consolidated financial statements in accordance with GAAP. We define EBITDA as net income plus depreciation and amortization, interest expense, and provision for income taxes. Adjusted EBITDA reflects EBITDA adjusted further to eliminate the effects of stock-based compensation. Management uses EBITDA and Adjusted EBITDA in assessing the Company’s results, evaluating the Company’s performance and in reaching operating and strategic decisions. Management believes that the presentation of EBITDA and Adjusted EBITDA, when considered together with our GAAP financial statements and the reconciliation to the most directly comparable GAAP financial measure, is useful in providing investors a more complete understanding of the factors and trends affecting the underlying performance of the Company on a historical and ongoing basis. Our use of EBITDA and Adjusted EBITDA is not meant to be, and should not be, considered in isolation or as a substitute for, or superior to, any GAAP financial measure. You should carefully evaluate the financial information below, which reconciles our GAAP reported net income to EBITDA and Adjusted EBITDA for the periods presented (in thousands).

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income	$	2,497	$	2,779	$	4,296	$	5,608
Add back:
Depreciation and amortization		147		121		288		241
Interest expense, net		108		101		200		169
Income tax expense		939		221		1,606		1,218
EBITDA		3,691		3,222		6,390		7,236
Management add back:
Stock based compensation		290		228	518		407
Adjusted EBITDA	$	3,981	$	3,450	$	6,908	$	7,643

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a Smaller Reporting Company, we are not required to provide the information required by this item.

Item 4. Controls and Procedures.

As of the end of the period covered by this Report, our Chief Executive Officer and Principal Financial Officer (the “Certifying Officers”) conducted evaluations of our disclosure controls and procedures. As defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (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 SEC’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 March 31, 2024.

Further, there were no changes in our internal control over financial reporting during the six months ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There have been no material changes to the legal proceedings discussed in our Form 10-K.

Item 1A. Risk Factors

As a Smaller Reporting Company, we are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the quarter ended June 30, 2024, 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).

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Item 6. Exhibits.

(a) Exhibits

Exhibit No.	Identification of Exhibit
3.1	Second Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 7, 2024 (File No. 001-39471), and incorporated herein by reference)
3.2	Restated Bylaws, as amended (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 30, 2020 (File No. 001-39471), and incorporated herein by reference).
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).
10.1*	Loan Modification Agreement and Reaffirmation of Loan, by and between Heritage Global Inc. and C3bank, National Association, effective as of July 24, 2024
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) as adopted under Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) as adopted under Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

	Heritage Global Inc.
Date: August 8, 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)

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