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 September 30, 2021

☐ 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: 001-37945

FlexShopper, Inc.

(Exact name of registrant as specified in its charter)

Delaware

20-5456087

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

901 Yamato Road, Suite 260, Boca Raton, Florida		33431
(Address of Principal Executive Offices)		(Zip Code)

(855) 353-9289

(Registrant’s Telephone Number, Including Area Code)

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, par value $0.0001 per share		FPAY		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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Non-accelerated filer	☒
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 ☒

As of November 12, 2021, the issuer had a total of 21,399,778 shares of common stock outstanding.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain information set forth in this report may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the “safe harbor” created by that section. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “would,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate” “strategy,” “future,” “likely” or other comparable terms and references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding the expansion of our lease-to-own program, expectations concerning our partnerships with retail partners, investments in, and the success of, our underwriting technology and risk analytics platform, our ability to collect payments due from customers, expected future operating results, and expectations concerning our business strategy.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

●	our limited operating history, limited cash and history of losses;

●	our ability to obtain adequate financing to fund our business operations in the future;

●	the failure to successfully manage and grow our FlexShopper.com e-commerce platform;

●	our ability to maintain compliance with financial covenants under our Credit Agreement;

●	our dependence on the success of our third-party retail partners and our continued relationships with them;

●	our compliance with various federal, state and local laws and regulations, including those related to consumer protection;

●	the impact of supply chain shortages and delays on our retail partners and indirectly on us;

●	the failure to protect the integrity and security of customer and employee information;

●	the impact future inflation will have on our operating results and financial condition;

●	the business and financial impact of the continuing COVID-19 pandemic;

●	the effects of inflationary pressures on consumer spending; and

●	the other risks and uncertainties described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K for the year ended December 31, 2020.

Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as may be required under federal securities law. We anticipate that subsequent events and developments will cause our views to change. You should read this report completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.

TABLE OF CONTENTS

		Page No.

Cautionary Statement About Forward-Looking Statements		i

	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32

Signatures		33

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

FLEXSHOPPER, INC.

CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2021			2020
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	3,147,926		$	8,541,232
Accounts receivable, net		19,651,250			10,032,714
Prepaid expenses		1,118,140			869,081
Lease merchandise, net		33,332,854			42,822,340
Total current assets		57,250,170			62,265,367

PROPERTY AND EQUIPMENT, net		7,227,023			5,911,696

OTHER ASSETS, net		78,347			72,316
Total assets	$	64,555,540		$	68,249,379

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	3,344,185		$	7,907,619
Accrued payroll and related taxes		629,876			352,102
Promissory notes to related parties, net of $2,546 at 2021 and net of $8,276 at 2020 of unamortized issuance costs, including accrued interest		4,802,650			4,815,546
Current portion of promissory note – Paycheck Protection Program, including accrued interest		-			1,184,952
Accrued expenses		3,446,104			2,646,800
Lease liability - current portion		164,274			160,726
Total current liabilities		12,387,089			17,067,745

Loan payable under credit agreement to beneficial shareholder, net of $419,307 at 2021 and $61,617 at 2020 of unamortized issuance costs and current portion		34,205,693			37,134,009
Promissory note – Paycheck Protection Program, net of current portion		-			741,787
Accrued payroll and related taxes net of current portion		204,437			204,437
Deferred income tax liability		700,199			-
Lease liabilities net of current portion		1,821,935			1,947,355
Total liabilities		49,319,353			57,095,333

STOCKHOLDERS’ EQUITY
Series 1 Convertible Preferred Stock, $0.001 par value - authorized 250,000 shares, issued and outstanding 170,332 shares at $5.00 stated value		851,660			851,660
Series 2 Convertible Preferred Stock, $0.001 par value - authorized 25,000 shares, issued and outstanding 21,952 shares at $1,000 stated value		21,952,000			21,952,000
Common stock, $0.0001 par value- authorized 40,000,000 shares, issued and outstanding 21,390,944 shares at 2021 and 21,359,945 shares at 2020		2,139			2,136
Additional paid in capital		38,286,010			36,843,326
Accumulated deficit		(45,855,622	)		(48,495,076	)
Total stockholders’ equity		15,236,187			11,154,046
	$	64,555,540		$	68,249,379

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

FLEXSHOPPER, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the three months ended September 30,						For the nine months ended September 30,
	2021			2020			2021			2020

Revenues:
Lease revenues and fees, net	$	29,134,709		$	23,391,348		$	88,876,167		$	69,989,333
Lease merchandise sold		1,726,226			1,178,716			5,456,991			3,953,608
Total revenues		30,860,935			24,570,064			94,333,158			73,942,941

Costs and expenses:
Cost of lease revenues, consisting of depreciation and impairment of lease merchandise		16,936,374			14,886,798			56,001,355			46,982,002
Cost of lease merchandise sold		1,235,601			763,728			4,300,224			2,685,599
Marketing		1,824,402			1,650,717			5,571,237			3,619,911
Salaries and benefits		2,672,864			2,499,235			8,329,188			7,324,620
Operating expenses		4,325,825			3,528,890			13,654,038			10,037,743
Total costs and expenses		26,995,066			23,329,368			87,856,042			70,649,875

Operating income		3,865,869			1,240,696			6,477,116			3,293,066

Gain on extinguishment of debt		-			-			1,931,825			-
Interest expense including amortization of debt issuance costs		(1,233,617	)		(951,336	)		(3,855,014	)		(3,214,083	)
Income before income taxes		2,632,252			289,360			4,553,927			78,983
Provision for income taxes		(936,229	)		-			(1,914,473	)		-
Net income		1,696,023			289,360			2,639,454			78,983

Deemed dividend from exchange offer of warrants		-			-			-			713,212
Dividends on Series 2 Convertible Preferred Shares		609,777			609,772			1,829,322			1,829,217
Net income/(loss) attributable to common and Series 1 Convertible Preferred shareholders	$	1,086,246		$	(320,412	)	$	810,132		$	(2,463,446	)

Basic and diluted income/(loss) per common share:
Basic	$	0.05		$	(0.02	)	$	0.04		$	(0.12	)
Diluted	$	0.05		$	(0.02	)	$	0.03		$	(0.12	)

WEIGHTED AVERAGE COMMON SHARES:
Basic		21,608,878			21,358,141			21,603,209			20,872,940
Diluted		23,577,179			21,358,141			23,682,265			20,872,940

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

FLEXSHOPPER, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the nine months ended September 30, 2021 and 2020

(unaudited)

	Series 1 Convertible Preferred Stock				Series 2 Convertible Preferred Stock				Common Stock				Additional Paid in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance, January 1, 2021		170,332		851,660		21,952		21,952,000		21,359,945		2,136		36,843,326		(48,495,076	)		11,154,046
Provision for compensation expense related to stock options		-		-		-		-		-		-		380,263		-			380,263
Issuance of warrants in connection with consulting agreement		-		-		-		-		-		-		212,923		-			212,923
Exercise of stock options into common stock		-		-		-		-		16,000		2		12,910		-			12,912
Net income		-		-		-		-		-		-		-		1,237			1,237
Balance, March 31, 2021		170,332		851,660		21,952		21,952,000		21,375,945		2,138		37,449,422		(48,493,839	)		11,761,381
Provision for compensation expense related to stock options		-		-		-		-		-		-		249,222		-			249,222
Issuance of warrants in connection with consulting agreement		-		-		-		-		-		-		191,926		-			191,926
Exercise of stock options into common stock		-		-		-		-		5,333		0		4,214		-			4,214
Net income		-		-		-		-		-		-		-		942,194			942,194
Balance, June 30, 2021		170,332		851,660		21,952		21,952,000		21,381,278		2,138		37,894,784		(47,551,645	)		13,148,937
Provision for compensation expense related to stock options		-		-		-		-		-		-		265,407		-			265,407
Issuance of warrants in connection with consulting agreement		-		-		-		-		-		-		117,958		-			117,958
Exercise of stock options into common stock		-		-		-		-		9,666		1		7,861		-			-
Net income		-		-		-		-		-		-		-		1,696,023			1,696,023
Balance, September 30, 2021		170,332		851,660		21,952		21,952,000		21,390,944		2,139		38,286,010		(45,855,622	)		15,236,187

	Series 1 Convertible Preferred Stock						Series 2 Convertible Preferred Stock				Common Stock				Additional Paid in			Accumulated
	Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance, January 1, 2020		171,191		$	855,955			21,952	$	21,952,000		17,783,960	$	1,779	$	35,313,721		$	(48,155,180	)	$	9,968,275
Provision for compensation expense related to stock options		-			-			-		-		-		-		171,815			-			171,815
Issuance of warrants in connection with consulting agreement		-			-			-		-		-		-		43,999			-			43,999
Exercise of warrants into common stock		-			-			-		-		105,000		10		131,240			-			131,250
Exchange offer of warrants		-			-			-		-		3,462,683		346		(346	)		-			-
Net loss		-			-			-		-		-		-		-			(51,685	)		(51,685	)
Balance, March 31, 2020		171,191		$	855,955			21,952	$	21,952,000		21,351,643	$	2,135	$	35,660,429		$	(48,103,495	)	$	10,367,024
Provision for compensation expense related to stock options		-			-			-		-		-		-		452,033			-			452,033
Issuance of warrants in connection with consulting agreement		-			-			-		-		-		-		95,481			-			95,481
Exercise of stock options into common stock		-			-			-		-		3,333		1		2,633			-			2,634
Conversion of preferred stock to common stock		(859	)		(4,295	)		-		-		1,136		-		4,295
Net Income		-			-			-		-		-		-		-			(262,062	)		(262,062	)
Balance, June 30, 2020		170,332			851,660			21,952		21,952,000		21,356,112		2,136		36,214,871			(48,365,557	)		10,655,110
Provision for compensation expense related to stock options		-			-			-		-		-		-		169,393			-			169,393
Issuance of warrants in connection with consulting agreeme		-			-			-		-		-		-		119,560			-			119,560
Exercise of stock options into common stock		-			-			-		-		3,333		-		2,633						2,633
Net Income		-			-			-		-		-		-		-			289,360			289,360
Balance, September 30, 2020		170,332		$	851,660			21,952	$	21,952,000		21,359,445	$	2,136		36,506,457			(48,076,197	)		11,236,056

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

FLEXSHOPPER, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2021 and 2020

(unaudited)

	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,639,454		$	78,983
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and impairment of lease merchandise		56,001,355			46,982,002
Other depreciation and amortization		2,032,811			1,655,407
Amortization of debt issuance costs		177,647			234,283
Compensation expense related to issuance of stock options and warrants		1,417,699			1,052,281
Provision for doubtful accounts		30,622,139			23,643,556
Interest in kind added to promissory notes balance		9,460			7,814
Deferred income tax		700,199			-
Gain on debt extinguishment		(1,931,825	)		-
Changes in operating assets and liabilities:
Accounts receivable		(40,240,674	)		(23,226,544	)
Prepaid expenses and other		(248,203	)		(120,482	)
Lease merchandise		(46,511,869	)		(46,577,002	)
Security deposits		(8,338	)		2,943
Lease Liabilities		(2,595	)		-
Accounts payable		(4,563,434	)		485,878
Accrued payroll and related taxes		277,774			62,108
Accrued expenses		788,228			273,903
Net cash provided by operating activities		1,159,828			4,555,130

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment, including capitalized software costs		(3,459,424	)		(2,099,654	)
Net cash used in investing activities		(3,459,424	)		(2,099,654	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan payable under credit agreement		4,000,000			2,412,000
Repayment of loan payable under credit agreement		(6,575,000	)		(7,023,250	)
Debt issuance related costs		(529,608	)		-
Proceeds from exercise of warrants		-			131,250
Proceeds from exercise of stock options		24,988			5,267
Proceeds from promissory notes, net of fees		-			1,914,100
Principal payment under finance lease obligation		(5,684	)		(4,891	)
Repayment of instalment loan		(8,406	)		(8,405	)
Net cash used in financing activities		(3,093,710	)		(2,573,929	)

DECREASE IN CASH		(5,393,306	)		(118,453	)

CASH, beginning of period	$	8,541,232		$	6,868,472

CASH, end of period	$	3,147,926		$	6,750,019

Supplemental cash flow information:
Interest paid	$	3,702,949		$	3,021,833
Deemed dividend from exchange offer of warrants	$	-		$	713,212
Conversion of preferred stock to common stock	$	-		$	4,295

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

FLEXSHOPPER, INC.

Notes To Consolidated Financial Statements

For the nine months ended September 30, 2021 and 2020

(Unaudited)

1. BASIS OF PRESENTATION

The interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) applicable to interim financial information. Accordingly, the information presented in the interim financial statements does not include all information and disclosures necessary for a fair presentation of FlexShopper, Inc.’s financial position, results of operations and cash flows in conformity with GAAP for annual financial statements. In the opinion of management, these financial statements reflect all adjustments consisting of normal recurring accruals, necessary for a fair statement of our financial position, results of operations and cash flows for such periods. The results of operations for any interim period are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto contained in FlexShopper, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 8, 2021.

The consolidated balance sheet as of December 31, 2020 contained herein has been derived from audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

2. BUSINESS

FlexShopper, Inc. (the “Company”) is a corporation organized under the laws of the State of Delaware in 2006. The Company owns 100% of FlexShopper, LLC, a North Carolina limited liability company and owns 100% of FlexLending, LLC, a Delaware limited liability company. The Company is a holding corporation with no operations except for those conducted by FlexShopper LLC and its subsidiary FlexLending, LLC.

In January 2015, in connection with the Credit Agreement entered in March 2015 (see Note 7), FlexShopper 1 LLC and FlexShopper 2 LLC were organized as wholly owned Delaware subsidiaries of FlexShopper LLC to conduct operations. FlexShopper Inc, together with its subsidiaries, are hereafter referred to as “FlexShopper.”

FlexShopper provides through e-commerce sites, certain types of durable goods to consumers on a lease-to-own basis (“LTO”) including consumers of third-party retailers and e-tailers. The Company effects these transactions by first approving consumers through its proprietary, risk analytics-powered underwriting model. After receiving a signed consumer lease, the Company then funds the leased item by purchasing the item from the Company’s merchant partner and leasing it to the consumer. The Company then collects payments from consumers under their consumer lease.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation - The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of intercompany balances and transactions.

Estimates - The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition - Merchandise is leased to customers pursuant to lease purchase agreements which provide for weekly lease terms with non-refundable lease payments. Generally, the customer has the right to acquire title either through a 90-day same as cash option, an early purchase option, or through payments of all required lease payments, generally 52 weeks, for ownership. On any current lease, customers have the option to cancel the agreement in accordance with lease terms and return the merchandise. Accordingly, customer agreements are accounted for as operating leases with lease revenues recognized in the month they are due on the accrual basis of accounting. Merchandise sales revenue is recognized when the customer exercises the purchase option and pays the purchase price. Revenue for lease payments received prior to their due date is deferred and recognized as revenue in the period to which the payments relate. Revenues from leases and sales are reported net of sales taxes.

Accounts Receivable and Allowance for Doubtful Accounts - FlexShopper seeks to collect amounts owed under its leases from each customer on a weekly or biweekly basis by charging their bank accounts or credit cards. Accounts receivable are principally comprised of lease payments currently owed to FlexShopper which are past due, as FlexShopper has been unable to successfully collect in the manner described above. The allowance for doubtful accounts is based upon revenues and historical experience of balances charged off as a percentage of revenues. The accounts receivable balances consisted of the following as of September 30, 2021 and December 31, 2020:

	September 30, 2021			December 31, 2020
Accounts receivable	$	44,902,037		$	32,171,255
Allowance for doubtful accounts		(25,250,787	)		(22,138,541	)
Accounts receivable, net	$	19,651,250		$	10,032,714

The allowance is a significant percentage of the balance because FlexShopper does not charge off any customer account until it has exhausted all collection efforts with respect to each account, including attempts to repossess items. In addition, while collections are pursued, the same delinquent customers continue to accrue weekly charges until they are charged off. As the customer ages, the greater the allowance attributable to that account to reflect the decreased likelihood of successful collection efforts. Accounts receivable balances charged off against the allowance were $18,467,220 and $27,509,893 for the three and nine months ended September 30, 2021 respectively and $4,813,162 and $16,830,382 for the three and nine months ended September 30, 2020, respectively.

	Nine Months Ended September 30, 2021			Year Ended December 31, 2020
Beginning balance	$	22,138,541		$	9,976,941
Provision		30,622,139			31,930,714
Accounts written off		(27,509,893	)		(19,769,114	)
Ending balance	$	25,250,787		$	22,138,541

Lease Merchandise - Until all payment obligations for ownership are satisfied under the lease agreement, the Company maintains ownership of the lease merchandise. Lease merchandise consists primarily of residential furniture, consumer electronics, computers, appliances and household accessories and is recorded at cost net of accumulated depreciation. The Company depreciates leased merchandise using the straight-line method over the applicable agreement period for a consumer to acquire ownership, generally twelve months with no salvage value. Upon transfer of ownership of merchandise to customers resulting from satisfaction of their lease obligations, the related cost and accumulated depreciation are eliminated from lease merchandise. For lease merchandise returned or anticipated to be returned either voluntarily or through repossession, the Company provides an impairment reserve for the undepreciated balance of the merchandise net of any estimated salvage value with a corresponding charge to cost of lease revenue. The cost, accumulated depreciation and impairment reserve related to such merchandise are written off upon determination that no salvage value is obtainable.

The net leased merchandise balances consisted of the following as of September 30, 2021 and December 31, 2020:

	September 30, 2021			December 31, 2020
Lease merchandise at cost	$	76,187,372		$	64,335,971
Accumulated depreciation		(38,655,591	)		(19,162,357	)
Impairment reserve		(4,198,927	)		(2,351,274	)
Lease merchandise, net	$	33,332,854		$	42,822,340

Cost of lease merchandise sold represents the undepreciated cost of rental merchandise at the time of sale.

Lease accounting

The Company accounts for leases in accordance with Accounting Standards Codification (ASC) Topic 842 Leases (Topic 842). Under Topic 842, lessees are required to recognize for all leases at the commencement date as lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessee’s right to use or control the use of a specified asset for the lease term. Under the same Topic, lessors are also required to classify leases. All the Company’s customer agreements are considered operating leases, and the Company currently does not have any sales-type or direct financing leases. An operating lease results in the recognition of lease income on a straight-line basis, while the underlying leased asset remains on the lessor’s balance sheet and continues to depreciate.

The breakout of lease revenues and fees, net of lessor bad debt expense, that ties the consolidated statements of operations is shown below:

	Nine Months ended
	September 30,
	2021			2020
Lease billings and accruals	$	119,498,306		$	93,632,889
Provision for doubtful accounts		(30,622,139	)		(23,643,556	)
Lease revenues and fees	$	88,876,167		$	69,989,333

Deferred Debt Issuance Costs - Debt issuance costs incurred in conjunction with the Credit Agreement entered into on March 6, 2015, and subsequent amendments are offset against the outstanding balance of the loan payable and are amortized using the straight-line method over the remaining term of the related debt, which approximates the effective interest method. Amortization, which is included in interest expense, was $41,794 and $171,918 for the three and nine months ended September 30, 2021, respectively, and $45,912 and $216,536 for the three and nine months ended September 30, 2020, respectively.

Debt issuance costs incurred in conjunction with the subordinated Promissory Notes are offset against the outstanding balance of the loan payable and are amortized using the straight-line method over the remaining term of the related debt, which approximates the effective interest method. Amortization, which is included in interest expense, was $1,273 and $5,729 for the three and nine months ended September 30, 2021 and $4,138 and $17,747 for the three and nine months ended September 30, 2020, respectively.

Intangible Assets - Intangible assets consist of a patent on the Company’s LTO payment method at check-out for third party e-commerce sites. Patents are stated at cost less accumulated amortization. Patent costs are amortized by using the straight-line method over the legal life, or if shorter, the useful life of the patent, which has been estimated to be 10 years. Intangible assets amortization expense was $769 and $2,307 for the three and nine months ended September 30, 2021, respectively, and $769 and $2,307 for the three and nine months ended September 30, 2020, respectively.

Software Costs - Costs related to developing or obtaining internal-use software incurred during the preliminary project and post-implementation stages of an internal use software project are expensed as incurred and certain costs incurred in the project’s application development stage are capitalized as property and equipment. The Company expenses costs related to the planning and operating stages of a website. Costs associated with minor enhancements and maintenance for the website are included in expenses as incurred. Direct costs incurred in the website’s development stage are capitalized as property and equipment. Capitalized software costs amounted to $900,031 and $2,015,746 for the three and nine months ended September 30, 2021, respectively, and $606,500 and $1,804,858 for the three and nine months ended September 30, 2020, respectively. Capitalized software amortization expense was $572,195 and $1,726,199 for the three and nine months ended September 30, 2021, respectively, and $544,475 and $1,550,459 for the three and nine months ended September 30, 2020.

Data Costs – The Company buys data from different vendors upon receipt of an application. The data costs directly used to make underwriting decision are expensed as incurred. Certain data costs that are probable to provide future economic benefit to the Company are capitalized as property and equipment and amortized on a straight-line basis over their estimate useful lives. The probability to provide future economic benefit of the data cost assets is estimated based upon future usage of the information on different areas and products of the Company. At the beginning of the third quarter of 2021, the Company made several changes remarked by the implementation of a more discipline process around data procurement and storage. Those improvements triggered a change in the estimate of the probability to provide future economic benefit of some data cost.

Capitalized data costs amounted to $461,380 for the three and nine months ended September 30, 2021. Capitalized data costs amortization expense was $24,406 for the three and nine months ended September 30, 2021.

Operating Expenses - Operating expenses include corporate overhead expenses such as salaries, stock-based compensation, insurance, occupancy, and other administrative expenses.

Marketing Costs - Marketing costs, primarily consisting of advertising, are charged to expense as incurred. Direct acquisition costs, primarily consisting of commissions earned based on lease originations, are capitalized and amortized over the life of the lease.

Per Share Data - Per share data is computed by use of the two-class method as a result of outstanding Series 1 Convertible Preferred Stock, which participates in dividends with the common stock and accordingly has participation rights in undistributed earnings as if all such earnings had been distributed during the period (see Note 8). Under such method income available to common shareholders is computed by deducting both dividends declared or, if not declared, accumulated on Series 2 Convertible Preferred Stock from income from continuing operations and from net income. Loss attributable to common shareholders is computed by increasing loss from continuing operations and net loss by such dividends. Where the Company has undistributed net income available to common shareholders, basic earnings per common share is computed based on the total of any dividends paid or declared per common share plus undistributed income per common share determined by dividing net income available to common shareholders reduced by any dividends paid or declared on common and participating Series 1 Convertible Preferred Stock by the total of the weighted average number of common shares outstanding plus the weighted average number of common shares issuable upon conversion of outstanding participating Series 1 Convertible Preferred Stock during the period. Where the Company has a net loss, basic per share data (including income from continuing operations) is computed based solely on the weighted average number of common shares outstanding during the period. As the participating Series 1 Convertible Preferred Stock has no contractual obligation to share in the losses of the Company, common shares issuable upon conversion of such preferred stock are not included in such computations.

Diluted earnings per share is based on the more dilutive of the if-converted method (which assumes conversion of the participating Series 1 Convertible Preferred Stock as of the beginning of the period) or the two-class method (which assumes that the participating Series 1 Convertible Preferred Stock is not converted) plus the potential impact of dilutive non-participating Series 2 Convertible Preferred Stock, options and warrants. The dilutive effect of stock options and warrants is computed using the treasury stock method, which assumes the repurchase of common shares at the average market price during the period. Under the treasury stock method, options and warrants will have a dilutive effect when the average price of common stock during the period exceeds the exercise price of options or warrants. When there is a loss from continuing operations, potential common shares are not included in the computation of diluted loss per share, since they have an anti-dilutive effect.

In computing diluted income/(loss) per share for the nine months ended September 30, 2021 and the nine months ended September 30, 2020, no effect has been given to the issuance of common stock upon conversion or exercise of the Series 2 Convertible Preferred Stock as their effect is anti-dilutive.

The following table reflects a change in the conversion rates of the Series 1 Convertible Preferred Stock and Series 2 Convertible Preferred Stock due to anti-dilution adjustments as a result of FlexShopper’s induced conversion of warrants occurred in February 2020.

	Nine Months ended
	September 30,
	2021		2020
Series 1 Convertible Preferred Stock		225,231		225,231
Series 2 Convertible Preferred Stock		5,845,695		5,845,695
Series 2 Convertible Preferred Stock issuable upon exercise of warrants		116,903		116,903
Common Stock Options		3,113,715		2,622,869
Common Stock Warrants		2,432,488		1,992,488
		11,734,032		10,803,186

The following table sets forth the computation of basic and diluted earnings per common share for the nine months ended September 30, 2021 and 2020:

	Nine Months ended
	September 30,
	2021			2020
Numerator
Net income	$	2,639,454			78,983
Convertible Series 2 Preferred Share dividends		(1,829,322	)		(1,829,217	)
Net income/(loss) attributable to common and Series 1 Convertible Preferred Stock		810,132			(1,750,234	)
Deemed dividend from exchange offer of warrants		-			(713,212	)
Convertible Series 2 Preferred Share dividends attributable to Series 1 Convertible Preferred Stock		19,072			-
Net income attributable to Series 1 Convertible Preferred Stock		(27,518	)		-
Net income/(loss) attributable to common shares - Numerator for basic and diluted EPS	$	801,686			(2,463,446	)
Denominator
Weighted average of common shares outstanding		21,377,978			20,872,940
Weighted average of common shares issuable upon conversion of outstanding Series 1 Convertible Preferred Stock		225,231			-
Denominator for basic EPS- weighted average shares		21,603,209			20,872,940
Effect of dilutive securities:
Common stock options		1,244,353			-
Common stock warrants		834,703			-
Denominator for diluted EPS – adjusted weighted average shares		23,682,265			20,872,940
Basic EPS	$	0.04			(0.12	)
Diluted EPS	$	0.03			(0.12	)

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended September 30, 2021 and 2020:

	Three Months ended
	September 30,
	2021			2020
Numerator
Net income	$	1,696,023			289,360
Convertible Series 2 Preferred Share dividends		(609,777	)		(609,772	)
Net income/(loss) attributable to common and Series 1 Convertible Preferred Stock		1,086,246			(320,412	)
Convertible Series 2 Preferred Share dividends attributable to Series 1 Convertible Preferred Stock		6,356			-
Net income attributable to Series 1 Convertible Preferred Stock		(17,678	)		-
Net income/(loss) attributable to common shares - Numerator for basic and diluted EPS	$	1,074,924			(320,412	)
Denominator
Weighted average of common shares outstanding		21,383,647			21,358,141
Weighted average of common shares issuable upon conversion of outstanding Series 1 Convertible Preferred Stock		225,231			-
Denominator for basic EPS- weighted average shares		21,608,878			21,358,141
Effect of dilutive securities:
Common stock options		1,112,537			-
Common stock warrants		855,764			-
Denominator for diluted EPS – adjusted weighted average shares		23,577,179			21,358,141
Basic EPS	$	0.05			(0.02	)
Diluted EPS	$	0.05			(0.02	)

Stock-Based Compensation - The fair value of transactions in which the Company exchanges its equity instruments for employee and non-employee services (share-based payment transactions) is recognized as an expense in the financial statements as services are performed.

Compensation expense is determined by reference to the fair value of an award on the date of grant and is amortized on a straight-line basis over the vesting period. The Company has elected to use the Black-Scholes-Merton (BSM) pricing model to determine the fair value of all stock option awards.

Fair Value of Financial Instruments - The carrying value of certain financial instruments such as cash, accounts receivable, and accounts payable approximate their fair value due to their short-term nature. The carrying value of loans payable under the Credit Agreement increased by unamortized issuance costs approximates fair value. The carrying value of promissory notes to related parties approximates fair value based upon their interest rates, which approximate current market interest rates.

Income Taxes - Deferred tax assets and liabilities are determined based on the estimated future tax effects of net operating loss carryforwards and temporary differences between the tax bases of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records a valuation allowance for its deferred tax assets when management concludes that it is not more likely than not that such assets will be recognized.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of September 30, 2021, and 2020, the Company had not recorded any unrecognized tax benefits. Interest and penalties related to liabilities for uncertain tax positions will be charged to interest and operating expenses, respectively.

4. LEASES

Refer to Note 2 to these consolidated financial statements for further information about the Company’s revenue generating activities as a lessor. All the Company’s customer agreements are considered operating leases, and the Company currently does not have any sales-type or direct financing leases.

Lease Commitments

In August 2017, FlexShopper entered into a 12-month lease with two additional three-year options for retail store space in West Palm Beach, Florida. In April 2018, FlexShopper exercised its option to extend the term of the lease to September 30, 2021. In March 2021, FlexShopper and the lessor agreed on the early termination of the lease for this property. The monthly rent for this space was approximately $2,300 per month.

In January 2019, FlexShopper entered into a 108-month lease with an option for one additional five-year term for 21,622 square feet of office space in Boca Raton, FL to accommodate FlexShopper’s business and its employees (the “January 2019 Lease”). The monthly rent for this space is approximately $31,500 with annual three percent increases throughout the initial 108-month lease term beginning on the anniversary of the commencement date.

The rental expense for the nine months ended September 30, 2021 and 2020 was approximately $492,000 and $519,000 respectively. At September 30, 2021, the future minimum annual lease payments are approximately as follows:

2021	$	103,000
2022		417,000
2023		427,000
2024		435,000
2025		443,000
Thereafter		1,230,000
	$	3,055,000

The Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are included in the Company’s consolidated balance sheets beginning January 1, 2019.

Supplemental balance sheet information related to leases is as follows:

	Balance Sheet Classification	September 30, 2021		December 31, 2020
Assets
Operating Lease Asset	Property and Equipment, net	$	1,566,055	$	1,673,432
Finance Lease Asset	Property and Equipment, net		20,890		27,106
Total Lease Assets		$	1,586,945	$	1,700,538

Liabilities
Operating Lease Liability - current portion	Current Lease Liabilities	$	155,766	$	153,019
Finance Lease Liability - current portion	Current Lease Liabilities		8,508		7,707
Operating Lease Liability - net of current portion	Long Term Lease Liabilities		1,806,562		1,925,498
Finance Lease Liability - net of current portion	Long Term Lease Liabilities		15,373		21,857
Total Lease Liabilities		$	1,986,209	$	2,108,081

Operating lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company uses its incremental borrowing rate as the discount rate for its leases, as the implicit rate in the lease is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Operating lease assets also include any prepaid lease payments and lease incentives. The lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company generally uses the base, non-cancelable, lease term when determining the lease assets and liabilities. Under the short-term lease exception provided within ASC 842, the Company does not record a lease liability or right-of-use asset for any leases that have a lease term of 12 months or less at commencement.

Below is a summary of the weighted-average discount rate and weighted-average remaining lease term for the Company’s leases:

	Weighted Average Discount Rate			Weighted Average Remaining Lease Term (in years)
Operating Leases		13.03	%		7
Finance Leases		13.32	%		3

Operating lease expense is recognized on a straight-line basis over the lease term within operating expenses in the Company’s consolidated statements of operations. Finance lease expense is recognized over the lease term within interest expense and amortization in the Company’s consolidated statements of operations. The Company’s total operating and finance lease expense all relate to lease costs and amounted to $97,063 and $110,021 for the three months ended September 30, 2021 and 2020, respectively and $303,871 and $329,094 for the nine months ended September 30, 2021 and 2020, respectively.

Supplemental cash flow information related to operating leases is as follows:

	Nine Months ended
	September 30,
	2021		2020
Cash payments for operating leases	$	300,415	$	116,860
Cash payments for finance leases		8,388		8,253
New finance lease asset obtained in exchange for lease liabilities		-		4,033

Below is a summary of undiscounted operating lease liabilities as of September 30, 2021. The table also includes a reconciliation of the future undiscounted cash flows to the present value of the operating lease liabilities included in the consolidated balance sheet.

	Operating Leases
2021	$	100,357
2022		405,443
2023		417,606
2024		430,134
2025		443,038
2026 and thereafter		1,229,925
Total undiscounted cash flows		3,026,503
Less: interest		(1,064,175	)
Present value of lease liabilities	$	1,962,328

Below is a summary of undiscounted finance lease liabilities as of September 30, 2021. The table also includes a reconciliation of the future undiscounted cash flows to the present value of the finance lease liabilities included in the consolidated balance sheet.

	Finance Leases
2021	$	2,796
2022		11,184
2023		9,699
2024		4,782
Total undiscounted cash flows		28,461
Less: interest		(4,580	)
Present value of lease liabilities	$	23,881

5. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	Estimated Useful Lives	September 30, 2021			December 31, 2020
Furniture, fixtures and vehicle	2-5 years	$	391,669		$	303,285
Website, internal use software and data cost	3 years		14,966,567			12,489,441
Computers and software	3-7 years		2,015,828			1,121,914
			17,374,064			13,914,640
Less: accumulated depreciation and amortization			(11,733,986	)		(9,703,482	)
			5,640,078			4,211,158
Right of use assets, net			1,586,945			1,700,538
		$	7,227,023		$	5,911,696

Depreciation and amortization expense were $707,993 and $592,498 for the three months ended September 30, 2021 and 2020, respectively and 2,030,504 and $1,653,099 for the nine months ended September 30, 2021 and 2020, respectively.

6. PROMISSORY NOTES-RELATED PARTIES

January 2018 Notes - In January 2018, FlexShopper, LLC entered into letter agreement with NRNS Capital Holdings LLC (“NRNS”), the manager of which is the Chairman of the Company’s Board of Directors, pursuant to which FlexShopper, LLC issued a subordinated promissory note to NRNS. The principal amount of the January 2018 Note is $1,750,000 as of September 30, 2021. Payments of principal and accrued interest are due and payable by FlexShopper, LLC upon 30 days’ prior written notice from the applicable noteholder and the Company can prepay principal and interest at any time without penalty. However, repayment is not permitted without the consent of the Credit Agreement lender. The Notes bear interest at a rate equal to five (5%) per annum in excess of the non-default rate of interest from time to time in effect under the Credit Agreement entered into on March 6, 2015 computed on the basis of a 360-day year, which equaled 16.25% at September 30, 2021.

NRNS amended and restated the Note such that the maturity date of the revised Note was extended to April 1, 2022. As of September 30, 2021, $1,770,338 of principal and accrued and unpaid interest was outstanding on NRNS’s Note.

January 2019 Note - On January 25, 2019, FlexShopper, LLC entered into a subordinated debt financing letter agreement with 122 Partners, LLC, as lender, pursuant to which FlexShopper, LLC issued a subordinated promissory note to 122 Partners, LLC (the “January Note”) in the principal amount of $1,000,000. H. Russell Heiser, Jr., FlexShopper’s Chief Financial Officer, is a member of 122 Partners, LLC. The Company paid a commitment fee of 2% to the lender totaling $20,000. Payment of the principal amount and accrued interest under the January 2019 Note was due and payable by FlexShopper, LLC on April 30, 2020 and FlexShopper, LLC can prepay principal and interest at any time without penalty. Amounts outstanding under the January Note bear interest at a rate equal to 5.00% per annum in excess of the non-default rate of interest from time to time in effect under the Credit Agreement, which equaled 16.25% at September 30, 2021. Obligations under the January Note are subordinated to obligations under the Credit Agreement. The January Note is subject to customary representations and warranties and events of default. If an event of default occurs and is continuing, FlexShopper, LLC may be required to repay all amounts outstanding under the January Note. Obligations under the January Note are secured by essentially all of FlexShopper, LLC’s assets, subject to rights of the lenders under the Credit Agreement. On April 30, 2020, pursuant to an amendment to the subordinated debt financing letter agreement, FlexShopper, LLC and 122 Partners, LLC agreed to extend the maturity date of the January Note to April 30, 2021. On March 22, 2021, FlexShopper, LLC executed an amendment to the 122 Partners Note such that the maturity date of the January Note was set at April 1, 2022. No other changes were made to such Note. As of September 30, 2021, $1,011,615 of principal and accrued and unpaid interest was outstanding on the January Note.

February 2019 Note - On February 19, 2019, FlexShopper, LLC entered into a letter agreement with NRNS, the manager of which is the Chairman of the Company’s Board of Directors, pursuant to which FlexShopper, LLC issued a subordinated promissory note to NRNS (the “February Note”) in the principal amount of $2,000,000. The Company paid a commitment fee of 2% to the lender totaling $40,000. Payment of principal and accrued interest under the February Note was due and payable by FlexShopper, LLC on June 30, 2021 and FlexShopper, LLC can prepay principal and interest at any time without penalty. Amounts outstanding under the February Note bear interest at a rate equal to five percent (5.00%) per annum in excess of the non-default rate of interest from time to time in effect under the Credit Agreement, which equaled 16.25% at September 30, 2021. Obligations under the February Note are subordinated to obligations under the Credit Agreement. The February Note is subject to customary representations and warranties and events of default. If an event of default occurs and is continuing, FlexShopper, LLC may be required to repay all amounts outstanding under the February Note. Obligations under the February Note are secured by essentially all of FlexShopper, LLC’s assets, subject to rights of the lenders under the Credit Agreement. On March 22, 2021, FlexShopper, LLC executed an amendment to the NRNS and February Note such that the maturity date was set at April 1, 2022. No other changes were made to such Note. As of September 30, 2021, $2,023,243 of principal and accrued and unpaid interest was outstanding on the February Note.

Amounts payable under the promissory notes are as follows:

	Debt Principal		Interest
2021	$	-	$	55,196
2022	$	4,750,000	$	-

Interest expense recognized under these notes amounted to $173,540 and $186,882 for the three months ended September 30, 2021 and 2020, respectively and $521,242 and $593,738 for the nine months ended September 30, 2021 and 2020, respectively.

7. LOAN PAYABLE UNDER CREDIT AGREEMENT

On March 6, 2015, FlexShopper, through a wholly-owned subsidiary (“Borrower”), entered into a credit agreement (as amended from time-to-time, the “Credit Agreement”) with Wells Fargo Bank, National Association as paying agent, various lenders from time to time party thereto and WE 2014-1, LLC, an affiliate of Waterfall Asset Management, LLC, as administrative agent and lender (“Lender”). The Borrower is permitted to borrow funds under the Credit Agreement based on FlexShopper’s cash on hand and the Amortized Order Value of its Eligible Leases (as such terms are defined in the Credit Agreement) less certain deductions described in the Credit Agreement. Under the terms of the Credit Agreement, subject to the satisfaction of certain conditions, the Borrower may borrow up to $47,500,000 from the Lender until the Commitment Termination Date and must repay all borrowed amounts one year thereafter, on the date that is 12 months following the Commitment Termination Date (unless such amounts become due or payable on an earlier date pursuant to the terms of the Credit Agreement). The Lender was granted a security interest in certain leases as collateral under this Agreement.

On January 29, 2021, the Company and the Lender signed an Omnibus Amendment to the Credit Agreement. This Amendment extended the Commitment Termination Date to April 1, 2024, amended other covenant requirements, partially removed indebtedness covenants and amended eligibility rules. The interest rate charged on amounts borrowed is LIBOR plus 11% per annum. The Company paid the lender a fee of $237,000 in consideration of the execution of this Omnibus Amendment. At September 30, 2021, amounts borrowed bear interest at 11.25%.

The Credit Agreement provides that FlexShopper may not incur additional indebtedness (other than expressly permitted indebtedness) without the permission of the Lender and also prohibits payments of cash dividends on common stock. Additionally, the Credit Agreement includes covenants requiring FlexShopper to maintain a minimum amount of Equity Book Value, maintain a minimum amount of liquidity and cash and maintain a certain ratio of Consolidated Total Debt to Equity Book Value (each capitalized term, as defined in the Credit Agreement). Upon a Permitted Change of Control (as defined in the Credit Agreement), FlexShopper must refinance the debt under the Credit Agreement, subject to the payment of an early termination fee. A summary of the covenant requirements, and FlexShopper’s actual results at September 30, 2021, follows:

	September 30, 2021
	Required Covenant		Actual Position
Equity Book Value not less than	$	8,000,000		15,236,187
Liquidity greater than		1,500,000		3,147,926
Cash greater than		500,000		3,147,926
Consolidated Total Debt to Equity Book Value ratio not to exceed		5.25		2.56

The Credit Agreement includes customary events of default, including, among others, failures to make payment of principal and interest, breaches or defaults under the terms of the Credit Agreement and related agreements entered into with the Lender, breaches of representations, warranties or certifications made by or on behalf of FlexShopper in the Credit Agreement and related documents (including certain financial and expense covenants), deficiencies in the borrowing base, certain judgments against FlexShopper and bankruptcy events.

As of September 30, 2021, the Company had $165,417 available under the Credit Agreement. Credit availability is subject to a borrowing base which is redetermined from time to time and based on specific advance rates on eligible current assets. As the Company continues to originate lease agreements, new leases will be eligible for the borrowing base and this will open more availability under the Credit Agreement.

Interest expense incurred under the Credit Agreement amounted to $1,015,930 and $3,147,479 for the three and the nine months ended September 30, 2021, respectively, and $708,086 and $2,373,525 for the three and nine months ended September 30, 2020, respectively. As of September 30, 2021, the outstanding balance under the Credit Agreement was $34,625,000. Such amount is presented in the consolidated balance sheet net of unamortized issuance costs of $419,307. Interest is payable monthly on the outstanding balance of the amounts borrowed.

8. CAPITAL STRUCTURE

The Company’s capital structure consists of preferred and common stock as described below:

Preferred Stock

The Company is authorized to issue 500,000 shares of $0.001 par value preferred stock. Of this amount, 250,000 shares have been designated as Series 1 Convertible Preferred Stock and 25,000 shares have been designated as Series 2 Convertible Preferred Stock. The Company’s Board of Directors determines the rights and preferences of the Company’s preferred stock.

●	Series 1 Convertible Preferred Stock - Series 1 Convertible Preferred Stock ranks senior to common stock upon liquidation.

As of September 30, 2021, each share of Series 1 Convertible Preferred Stock was convertible into 1.32230 shares of the Company’s common stock, subject to certain anti-dilution rights. The holders of the Series 1 Convertible Preferred Stock have the option to convert the shares to common stock at any time. Upon conversion, all accumulated and unpaid dividends, if any, will be paid as additional shares of common stock. The holders of Series 1 Convertible Preferred Stock have the same dividend rights as holders of common stock, as if the Series 1 Convertible Preferred Stock had been converted to common stock.

As of September 30, 2021, there were 170,332 shares of Series 1 Convertible Preferred Stock outstanding, which were convertible into 225,231 shares of common stock.

●

Series 2 Convertible Preferred Stock - The Company sold to B2 FIE V LLC (the “Investor”), an entity affiliated with Pacific Investment Management Company LLC, 20,000 shares of Series 2 Convertible Preferred Stock (“Series 2 Preferred Stock”) for gross proceeds of $20.0 million. The Company sold an additional 1,952 shares of Series 2 Preferred Stock to a different investor for gross proceeds of $1.95 million at a subsequent closing.

The Series 2 Preferred Shares were sold for $1,000 per share (the “Stated Value”) and accrue dividends on the Stated Value at an annual rate of 10% compounded annually. Cumulative accrued dividends as of September 30, 2021 totaled approximately $12,661,394. As of September 30, 2021, each Series 2 Preferred Share was convertible into approximately 266 shares of common stock; however, the conversion rate is subject to further increase pursuant to a weighted average anti-dilution provision. The holders of the Series 2 Preferred Stock have the option to convert such shares into shares of common stock and have the right to vote with holders of common stock on an as-converted basis. If the average closing price during any 45-day consecutive trading day period or change of control transaction values the common stock at a price equal to or greater than $23.00 per share, then conversion shall be automatic. Upon a Liquidation Event or Deemed Liquidation Event (each as defined), holders of Series 2 Preferred Stock shall be entitled to receive out of the assets of the Company prior to and in preference to the common stock and Series 1 Convertible Preferred Stock an amount equal to the greater of (1) the Stated Value, plus any accrued and unpaid dividends thereon, and (2) the amount per share as would have been payable had all shares of Series 2 Preferred Stock been converted to common stock immediately before the Liquidation Event or Deemed Liquidation Event.

Common Stock

The Company is authorized to issue 40,000,000 shares of common stock, par value $0.0001 per share. Each share of common stock entitles the holder to one vote at all stockholder meetings. The common stock is traded on the Nasdaq Capital Market under the symbol “FPAY.”

Warrants

In September 2018, the Company issued warrants exercisable for 5,750,000 shares of common stock at an exercise price of $1.25 per share (the “Public Warrants”). The warrants were immediately exercisable and expire five years from the date of issuance. The warrants were listed on the Nasdaq Capital Market under the symbol “FPAYW”. (See Note 11.)

The Company also issued additional warrants exercisable for an aggregate 1,055,184 shares of common stock at an exercise price of $1.25 per warrant to Mr. Heiser and NRNS in connection with partial conversions of their promissory notes. The warrants are exercisable at $1.25 per share of common stock and expire on September 28, 2023.

In connection with the issuance of Series 2 Convertible Preferred Stock in June 2016, the Company issued to the placement agent in such offering warrants exercisable for 439 shares of Series 2 Convertible Preferred Stock at an initial exercise price of $1,250 per share, which expire seven years after the date of issuance.

As part of a consulting agreement with XLR8 Capital Partners LLC (the “Consulting Agreement”), an entity of which the Company’s Chairman is manager, the Company agreed to issue 40,000 warrants to XLR8 Capital Partners LLC monthly for 12 months beginning on March 1, 2019 at an exercise price of $1.25 per share or, if the closing share price on the last day of the month exceeds $1.25, then such exercise price will be 110% of the closing share price. The warrants are immediately exercisable and expire following the close of business on June 30, 2023. In February 2020, this agreement was extended for an additional six months through August 31, 2020. On August 30, 2020, the parties entered into an amendment to the Consulting Agreement to further extend the term for another six-month period through February 28, 2021. The Consulting Agreement automatically renewed for one successive six-month period, therefore the new termination date is August 31, 2021. There are no additional automatic renewals. The Consulting Agreement and amendments were approved by the Company’s Compensation Committee.

The August 2020 amendment also modified the alternative minimum exercise price of the monthly warrant consideration issuable to the Consultant to $1.60 per share going forward, and the expiration date of the warrants to the date that is four years following the last trading day of the calendar month relating to the applicable monthly warrant issuance.

During the nine months ended September 30, 2021, the Company recorded an expense of $522,808 based on a weighted average grant date fair value of $1.63 per warrant.

	Warrants		Expense		Grant date fair value
Grant Date	Granted		Recorded		Per Warrant
January 31, 2021		40,000	$	73,595	$	1.84
February 29, 2021		40,000		76,318		1.91
March 31, 2021		40,000		63,010		1.58
April 30, 2021		40,000		60,542		1.51
May 31, 2021		40,000		63,156		1.58
June 30, 2021		40,000		68,228		1.71
July 31, 2021		40,000		55,658		1.39
August 31, 2021		40,000		62,301		1.56
		320,000		522,808		1.63

The following table summarizes information about outstanding stock warrants as of September 30, 2021, all of which are exercisable:

		Common		Series 2 Preferred			Weighted Average
Exercise		Stock Warrants		Stock Warrants			Remaining
Price		Outstanding		Outstanding			Contractual Life

$	1.25		1,215,184				2 years
$	1.34		40,000				2 years
$	1.40		40,000				2 years
$	1.54		40,000				2 years
$	1.62		40,000				2 years
$	1.68		40,000				3 years
$	1.69		40,000				2 years
$	1.74		40,000				2 years
$	1.76		40,000				2 years
$	1.91		40,000				2 years
$	1.95		40,000				3 years
$	2.00		40,000				2 years
$	2.01		40,000				2 years
$	2.08		40,000				3 years
$	2.45		40,000				2 years
$	2.53		40,000				2 years
$	2.57		40,000				3 years
$	2.70		40,000				4 years
$	2.78		40,000				2 years
$	2.79		40,000				4 years
$	2.89		40,000				3 years
$	2.93		40,000				2 years
$	2.97		40,000				4 years
$	3.09		40,000				4 years
$	3.17		40,000				4 years
$	3.19		40,000				4 years
$	3.27		40,000				4 years
$	5.50		177,304				0 years
$	1,250				439	*	2 years
			2,432,488		439

(*)	At September 30, 2021, these warrants were convertible into 116,903 shares of common stock

9. STOCK OPTIONS

On April 26, 2018 at the Company’s annual meeting, the Company’s stockholders approved the FlexShopper, Inc. 2018 Omnibus Equity Compensation Plan (the “2018 Plan”). Upon the 2018 Plan’s approval, approximately 1,057,000 shares of Company common stock were available for issuance thereunder. The 2018 Plan replaced the Prior Plans. No new awards will be granted under the Prior Plans; however, awards outstanding under the Prior Plans upon approval of the 2018 Plan remain subject to and will be settled with shares under the applicable Prior Plan.

On February 21, 2019, the Company’s Board of Directors approved Amendment No. 1 to the 2018 Plan, subject to stockholder approval. On May 2, 2019, the Company’s stockholders approved the 2018 Plan Amendment that increased (a) the total number of shares available for issuance under the 2018 Plan by 1,000,000 shares and (b) the number of shares available for issuance as “incentive stock options” within the meaning of Internal Revenue Code Section 422 by 1,000,000 shares.

On April 24, 2020, the Company’s Board of Directors approved an Amendment to the 2018 Plan, subject to stockholder approval. On June 10, 2020, the Company’s stockholders approved the 2018 Plan Amendment that increased (a) the total number of shares available for issuance under the 2018 Plan by 1,000,000 shares and (b) the number of shares available for issuance as “incentive stock options” within the meaning of Internal Revenue Code Section 422 by 1,000,000 shares.

On March 3, 2021, the Company’s Board of Directors approved an Amendment to the 2018 Plan, subject to stockholder approval. On June 9, 2021, the Company’s stockholders approved the 2018 Plan Amendment that increased (a) the total number of shares available for issuance under the 2018 Plan by 2,000,000 shares and (b) the number of shares available for issuance as “incentive stock options” within the meaning of Internal Revenue Code Section 422 by 2,000,000 shares.

Grants under the 2018 Plan and the Prior Plans consist of incentive stock options, non-qualified stock options, stock appreciation rights, stock awards, stock unit awards, dividend equivalents and other stock-based awards. Employees, directors and consultants and other service providers are eligible to participate in the 2018 Plan and the Prior Plans. Options granted under the 2018 Plan and the Prior Plans vest over periods ranging from immediately upon grant to a three-year period and expire ten years from date of grant.

Activity in stock options for the nine months ended September 30, 2021 and September 30, 2020 is as follows:

	Number of options			Weighted average exercise price		Weighted average contractual term (years)		Aggregate intrinsic value
Outstanding at January 1, 2021		2,595,700			1.92				2,491,026
Granted		592,348			2.52
Exercise		(30,999	)		0.81				68,278
Forfeited		(43,334	)		2.13				53,952
Outstanding at September 30, 2021		3,113,715			2.04		6.94		3,855,698
Vested and exercisable at September 30, 2021		2,127,537			2.03		7.02		2,850,630

Outstanding at January 1, 2020		2,004,318		$	1.72			$	2,542,361
Granted		691,046			2.52
Forfeited		(65,829	)		0.91				20,048
Expired		(6,666	)		0.79				6,032
Outstanding at September 30, 2020		2,622,869		$	1.95		7.73	$	1,209,562
Vested and exercisable at September 30, 2020		1,676,871		$	1.97		8.04	$	1,000,844

The weighted average grant date fair value of options granted during the nine-month period ended September 30, 2021 and September 30, 2020 was $1.77 and $1.50 per share respectively. The Company measured the fair value of each option award on the date of grant using the Black-Scholes-Merton (BSM) pricing model with the following assumptions:

	Nine Months ended
	September 30,
	2021			2020
Exercise price	$	2.38 to 3.09		$	1.74 to 2.89
Expected life		5 years			5 years
Expected volatility		92	%		73	%
Dividend yield		0	%		0	%
Risk-free interest rate		0.31% to 0.98	%		0.28% to 1.72	%

The expected dividend yield is based on the Company’s historical dividend yield. The expected volatility is based on the historical volatility of the Company’s common stock. The expected life is based on the simplified expected term calculation permitted by the Securities and Exchange Commission (the “SEC”), which defines the expected life as the average of the contractual term of the options and the weighted-average vesting period for all option tranches. The risk-free interest rate is based on the annual yield on the grant date of a zero-coupon U.S. Treasury bond the maturity of which equals the option’s expected life.

The value of stock options is recognized as compensation expense by the straight-line method over the vesting period. Compensation expense recorded for options in the consolidated statements of operations was $265,407 and $894,892 for the three and nine months ended September 30, 2021, respectively, and $169,393 and $793,241 for the three and nine months ended September 30, 2020, respectively. Unrecognized compensation cost related to non-vested options at September 30, 2021 amounted to approximately $995,335 which is expected to be recognized over a weighted average period of 2.66 years.

10. INCOME TAXES

Effective income tax rates for interim periods are based on our estimate of the applicable annual income tax rate. The Company’s effective income tax rate varies based upon the estimate of our annual taxable earnings and the allocation of those taxable earnings across the various states in which we operate. Changes in the annual allocation of the Company’s activity among these jurisdictions results in changes to the effective tax rate utilized to measure the Company’s income tax provision and deferred tax assets and liabilities

The Company’s effective income tax rate for the three and nine months ended September 30, 2021 was approximately 36% and 42%, respectively. This was different than the expected federal income tax rate of 21% primarily due to the impact of the valuation allowance provided against our deferred tax assets. Non-taxable income from the forgiveness of PPP loans, non-deductible equity compensation, and state income taxes also impacted the effective tax rate.

Management believes that certain federal and state deferred tax assets as of September 30, 2021 do not satisfy the realization criteria and has recorded a valuation allowance to reduce the carrying value of the Company’s deferred tax assets to the extent that realization is not more likely than not. Deferred tax liabilities are recorded to the extent that reversing taxable temporary differences cannot be offset with existing deferred tax assets. Utilization of the Company’s NOL carryforwards may be subject to annual limitations under Internal Revenue Code Section 382.

11. EXCHANGE OFFER OF WARRANTS

On February 4, 2020, the Company completed an exchange offer relating to outstanding public warrants, in which the holders of the public warrants were offered 0.62 shares of common stock for each outstanding warrant tendered (the “Warrant Exchange Offer”).

In total, 5,351,290 warrants were exchanged for 3,317,812 shares in accordance with the Warrant Exchange Offer.

On February 19, 2020, the Company exchanged all remaining untendered public warrants for common stock at a rate of 0.56 shares per public warrant in accordance with the terms of the Warrant Agreement (the “Mandatory Conversion of Warrants”). In total 258,610 warrants were exchanged for 144,871 shares in this transaction.

As a result of this transaction, the Company recognized a deemed dividend of $713,212 resulting from the excess of the fair value of the common stock over the intrinsic value of the warrants.

12. CONTINGENCIES AND OTHER UNCERTAINTIES

Regulatory inquiries

In the first quarter of 2021, FlexShopper, along with a number of other lease-to-own companies, received a subpoena from the California Department of Financial Protection and Innovation (the “DFPI”) requesting the production of documents and information regarding the Company’s compliance with state consumer protection laws. The Company is cooperatively engaging with the DFPI in response to its inquiry. Although the Company believes it is in compliance with all applicable consumer protection laws and regulations in California, this inquiry ultimately could lead to an enforcement action and/or a consent order, and substantial costs, including legal fees, fines, penalties, and remediation expenses.

COVID-19

The extent of the impact and effects of the recent outbreak of the coronavirus (COVID-19) on the operation and financial performance of our business will depend on future developments, including the duration and spread of the outbreak, the recovery time of the disrupted supply chains, or the uncertainty with respect to the accessibility of additional liquidity or capital markets, all of which are highly uncertain and cannot be predicted. If the demand for the Company’s leases is impacted by this outbreak for an extended period, our results of operations may be materially adversely affected.

13. COMMITMENTS

The Company does not have any commitments other than real property leases (Note 4).

14. PROMISSORY NOTE- PAYCHECK PROTECTION PROGRAM

FlexShopper, LLC (the “Borrower”) applied for and received a loan (the “Loan”) on May 4, 2020, from Customers Bank (the “Lender”) in the principal amount of $1,914,100, pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020, and administered through the U.S. Small Business Administration.

The Loan was evidenced by a promissory note (the “Note”), dated April 30, 2020, issued by the Borrower to the Lender. The Note matured on April 30, 2022, and bore interest at the rate of 1.00% per annum, payable monthly commencing on November 30, 2020, following an initial deferral period as specified under the PPP. The Note might be prepaid by the Borrower at any time prior to maturity with no prepayment penalty. Proceeds from the Loan were available to the Borrower to fund designated expenses, including certain payroll costs, group health care benefits and other permitted expenses, in accordance with the PPP. Under the terms of the PPP, up to the entire sum of the principal amount and accrued interest might be forgiven to the extent the Loan proceeds were used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under the PPP.

On June 21, 2021 we were notified that effective April 7, 2021, the U.S. Small Business Administration confirmed the waiver of FlexShopper’s repayment of a $1,914,000 Paycheck Protection Program promissory note issued to the Company on May 4, 2020.

As a result of the PPP promissory note forgiveness, the Company recognized a gain from the extinguishment of the loan, including accrued interest, of $1,931,825.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes appearing at the end of our Form 10-K for the fiscal year ended December 31, 2020. Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. The “Risk Factors” section of our Form 10-K for the fiscal year ended December 31, 2020 should be read for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

At FlexShopper, our highest priority remains the safety, health and well-being of our employees, their families and our communities and we remain committed to serving the needs of our customers. The COVID-19 pandemic is a highly fluid situation and it is not currently possible for us to reasonably estimate the full impact it may have on our financial and operating results. We will continue to evaluate the impact of the COVID-19 pandemic on our business as we learn more and the residual impact of COVID-19 on our industry becomes clearer.

Executive Overview

The results of operations reflect the operations of FlexShopper, LLC (together with the Company and its direct and indirect wholly owned subsidiaries, “FlexShopper”), which provides certain types of durable goods to consumers on a lease-to-own (“LTO”) basis and also provides LTO terms to consumers of third-party retailers and e-retailers. FlexShopper began generating revenues from this line of business in December 2013. Management believes that the introduction of FlexShopper’s LTO programs support broad untapped expansion opportunities within the U.S. consumer e-commerce and retail marketplaces. FlexShopper and its online LTO platforms provide consumers the ability to acquire durable goods, including electronics, computers and furniture, on an affordable payment, lease basis. Concurrently, e-retailers and retailers that work with FlexShopper may increase their sales by utilizing FlexShopper’s online channels to connect with consumers that want to acquire products on an LTO basis. FlexShopper’s sales channels include (1) selling directly to consumers via the online FlexShopper.com, an LTO Marketplace featuring thousands of durable goods, (2) utilizing FlexShopper’s patent pending LTO payment method at check out on e-commerce sites and through in-store terminals and (3) facilitating LTO transactions with retailers that have not yet become part of the FlexShopper.com LTO marketplace.

Summary of Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements 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 and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to credit provisions, intangible assets, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experience as well as various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies, among others, reflect the more significant judgments and estimates used in the preparation of our financial statements.

Accounts Receivable and Allowance for Doubtful Accounts - FlexShopper seeks to collect amounts owed under its leases from each customer on a weekly or biweekly basis by charging their bank accounts or credit cards. Accounts receivable are principally comprised of lease payments currently owed to FlexShopper which are past due as FlexShopper has been unable to successfully collect in the manner described above. An allowance for doubtful accounts is estimated based upon revenues and historical experience of balances charged off as a percentage of revenues. The accounts receivable balances consisted of the following as of September 30, 2021 and December 31, 2020:

	September 30, 2021			December 31, 2020

Accounts receivable	$	44,902,037		$	32,171,255
Allowance for doubtful accounts		(25,250,787	)		(22,138,541	)
Accounts receivable, net	$	19,651,250		$	10,032,714

The allowance is a significant percentage of the balance because FlexShopper does not charge off any customer account until it has exhausted all collection efforts with respect to each account, including attempts to repossess items. In addition, while collections are pursued, the same delinquent customers continue to accrue weekly charges until they are charged off. As the customer account ages, the greater the allowance attributable to that account to reflect the decreased likelihood of successful collection efforts. Accounts receivable balances charged off against the allowance were $18,467,220 and $27,509,893 for the three and nine months ended September 30, 2021 respectively and $4,813,162 and $16,830,382 for the three and nine months ended September 30, 2020, respectively.

Lease Merchandise - Until all payment obligations required for ownership are satisfied under the lease agreement, FlexShopper maintains ownership of the lease merchandise. Lease merchandise consists primarily of residential furniture, consumer electronics, computers, appliances and household accessories and is recorded at cost net of accumulated depreciation. The Company depreciates leased merchandise using the straight-line method over the applicable agreement period for a consumer to acquire ownership, generally twelve months with no salvage value. Upon transfer of ownership of merchandise to customers resulting from satisfaction of their lease obligations, the related cost and accumulated depreciation are eliminated from lease merchandise. For lease merchandise returned or anticipated to be returned either voluntarily or through repossession, the Company provides an impairment reserve for the undepreciated balance of the merchandise net of any estimated salvage value with a corresponding charge to cost of lease revenue. The cost, accumulated depreciation and impairment reserve related to such merchandise are written off upon determination that no salvage value is obtainable.

The net leased merchandise balances consisted of the following as of September 30, 2021 and December 31, 2020:

	September 30, 2021			December 31, 2020
Lease merchandise at cost	$	76,187,372		$	64,335,971
Accumulated depreciation		(38,655,591	)		(19,162,357	)
Impairment reserve		(4,198,927	)		(2,351,274	)
Lease merchandise, net	$	33,332,854		$	42,822,340

Cost of lease merchandise sold represents the undepreciated cost of rental merchandise at the time of sale.

Stock Based Compensation - The fair value of transactions in which FlexShopper exchanges its equity instruments for employee services (share-based payment transactions) is recognized as an expense in the financial statements as services are performed. Compensation expense is determined by reference to the fair value of an award on the date of grant and is amortized on a straight-line basis over the vesting period. We have elected to use the Black-Scholes-Merton pricing model (“BSM”) to determine the fair value of all stock option awards.

Key Performance Metrics

We regularly review several metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends

SEC Form 10-Q filed by FlexShopper, Inc.