WESTERN CAPITAL RESOURCES, INC. MANAGEMENT REPORT OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-K)


The following discussion should be read in conjunction with the consolidated
financial statements and related notes that appear elsewhere in this report.
This discussion contains forward-looking statements that involve significant
uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of various factors, including
those discussed in "Risk Factors" elsewhere in this report. For further
information, see "Forward-Looking Statements" below.



OVERVIEW



Fiscal year 2021 net income attributable to WCR common shareholders increased
23.2% year over year, with our Cellular Retail, Manufacturing and Consumer
Finance segments each outperforming 2020 results. Our Manufacturing segment is
new this year, as described in Part I, Item 1, "Business-Recent
Events-Acquisitions," and prior year information is presented on a restated
basis in accordance with the required presentation of pre-transaction
information for entities under common control.



RESULTS OF OPERATIONS:

FINISHED EXERCISE DECEMBER 31, 2021 COMPARED TO THE FINANCIAL YEAR ENDED DECEMBER 31, 2020



Net income attributable to our common shareholders was $10.31 million, or $1.12
per share in 2021 compared to $8.37 million, or $0.88 per share in 2020.
Revenues increased from $150 million in 2020 to $164 million in 2021, with the
Cellular Retail and Direct to Consumer segments being the largest contributors
to the increase, with 19.6% and 2.9% year-over-year growth, respectively.



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The following table presents certain financial information attributable to common shareholders of BFR by operating segment (in thousands):



                      Cellular       Direct to                           Consumer
                       Retail        Consumer        Manufacturing        Finance        Corporate        Total
Year Ended
December 31, 2021
Revenue from
external customers   $  101,887     $    43,335     $        12,963     $     1,793     $         -     $  159,978
Fee and interest
income               $        -     $         -     $             -     $     4,167     $         -     $    4,167
Total revenue        $  101,887     $    43,335     $        12,963     $     5,960     $         -     $  164,145
% of total revenue         62.1 %          26.4 %               7.9 %           3.6 %           0.0 %        100.0 %
Net income (loss)    $    9,117     $     4,648     $           319     $       665     $    (1,511 )   $   13,238
Net income
attributable to
noncontrolling
interests            $    2,931     $         -     $             -     $         -     $         -     $    2,931
Net income (loss)
attributable to
WCR common
shareholders         $    6,186     $     4,648     $           319     $       665     $    (1,511 )   $   10,307

Year Ended
December 31, 2020
Revenue from
external customers   $   85,209     $    42,114     $        14,890     $     1,784     $         -     $  143,997
Fee and interest
income               $        -     $         -     $             -     $     5,959     $         -     $    5,959
Total revenue        $   85,209     $    42,114     $        14,890     $     7,743     $         -     $  149,956
% of total revenue         56.8 %          28.1 %               9.9 %           5.2 %           0.0 %        100.0 %
Net income (loss)    $    5,934     $     4,947     $           154     $       440     $    (1,073 )   $   10,402
Net income
attributable to
noncontrolling
interests            $    2,035     $         -     $             -     $         -     $         -     $    2,035
Net income (loss)
attributable to
WCR common
shareholders         $    3,899     $     4,947     $           154     $  
    440     $    (1,073 )   $    8,367




Cellular Retail


The following table provides selected financial information for the operating activity of our Cellular Retail segment:


                                           Year Ended December 31,
                                                (in thousands)              2021 % of       2020 % of
                                            2021               2020         Revenues        Revenues
Revenues:
Retail sales and associated fees        $      79,220       $   65,145     
      77.8 %          76.5 %
Other revenue                                  22,667           20,064            22.2 %          23.5 %
                                              101,887           85,209           100.0 %         100.0 %
Cost of revenues                               50,049           39,008            49.1 %          45.8 %
Gross profit                                   51,838           46,201            50.9 %          54.2 %
Salaries, wages and benefits expense           24,372           22,072            23.9 %          25.9 %
Occupancy expense                               8,695            8,771             8.5 %          10.3 %
Depreciation and amortization expense           1,981            2,014             2.0 %           2.4 %
Other expense                                   5,539            5,936             5.5 %           7.0 %
Provision for income taxes                      2,134            1,474     
       2.1 %           1.6 %
                                               42,721           40,267            42.0 %          47.2 %
Net income                              $       9,117       $    5,934             8.9 %           7.0 %




Segment contribution to net income before noncontrolling interests was $9.12
million in 2021 compared to $5.93 million in 2020. Year-over-year, revenues
increased 19.6% (4.8% from stores added in 2021). We experienced a significant
uptick in upgrade activity in 2021 (existing customers buying a new device),
some of which is attributable to customers upgrading from devices still on the
3G network in anticipation of it being shut off by AT&T on February 22, 2022 and
some attributable to customers moving to the new 5G network.



We were affected, primarily toward the latter part of 2021, by inflationary
pressures and inventory shortages due to the global shortages of chips. The
inflationary pressures have increased cost in most all expense categories. It is
unknown if and to what extent inventory shortages will have on 2022. At the end
of 2021, we were operating 229 locations. We intend to continue looking for
acquisitions in 2022 and expect our store count to increase throughout the
year.



                                      21





Direct to Consumer


The following table provides selected financial information for our Direct to Consumer operating business:


                                           Year Ended December 31,
                                                (in thousands)              2021 % of       2020 % of
                                            2021              2020          Revenues        Revenues
Revenues                                $     43,335       $    42,114           100.0 %         100.0 %
Cost of revenues                              19,616            19,442            45.3 %          46.2 %
Gross profit                                  23,719            22,672            54.7 %          53.8 %
Salaries, wages and benefits expense           6,656             5,887            15.4 %          14.0 %
Occupancy expense                                574               565             1.3 %           1.3 %
Depreciation and amortization expense            456               531             1.0 %           1.3 %
Other expense                                  9,964             9,286            23.0 %          22.0 %
Provision for income taxes                     1,421             1,456     
       3.3 %           3.5 %
                                              19,071            17,725            44.0 %          42.1 %
Net income                              $      4,648       $     4,947            10.7 %          11.7 %




The Direct to Consumer segment contributed $4.65 million of net income in 2021
compared to $4.95 million in 2020. Over the past several years, we have focused
on upgrading management and product offerings as well as optimizing marketing
spend. During both 2021 and 2020, the segment experienced an increase in product
sales, benefitting from the industry-wide changes in consumer purchasing methods
and increase in demand for products ordered online, and from increased consumer
interest in gardening and seed-related products. Although revenues increased
year-over-year, they were hampered in 2021 by supply shortages. This segment,
similar to all others, experienced increased labor costs year over year,
impacting both cost of revenues and salaries and wages expense.



Manufacturing



The following table provides select financial information for our Manufacturing
segment operating activity:



                                           Year Ended December 31,
                                                (in thousands)              2021 % of       2020 % of
                                            2021              2020          Revenues        Revenues
Revenues:
Sales                                   $     12,963       $    14,890           100.0 %         100.0 %
Other revenue                                      -                 -               - %             - %
                                              12,963            14,890           100.0 %         100.0 %
Cost of revenues                               9,528            11,235            73.5 %          75.5 %
Gross profit                                   3,435             3,655            26.5 %          24.5 %
Salaries, wages and benefits expense           1,108             1,139             8.5 %           7.6 %
Occupancy expense                                152               103             1.2 %           0.7 %
Depreciation and amortization expense              5                11     
         - %           0.1 %
Interest expense                                  65               159             0.5 %           1.1 %
Other expense                                  1,666             1,995            12.9 %          13.4 %
Provision for income taxes                       120                94     
       0.9 %           0.6 %
                                               3,116             3,501            24.0 %          23.5 %
Net income                              $        319       $       154             2.5 %           1.0 %



Our Manufacturing segment, acquired in January 2021saw its net profit rise on the back of lower sales in a very difficult year due to supply chain shortages and rising raw material costs.


                                      22





Consumer Finance


The following table provides selected financial information for the operating activity of our Consumer Finance segment:


                                            Year Ended December 31,
                                                (in thousands)               2021 % of       2020 % of
                                            2021               2020          Revenues        Revenues
Revenues:
Retail sales                            $      1,477       $      1,438            24.8 %          18.6 %
Financing fees and interest                    4,167              5,959            69.9 %          76.9 %
Other revenue                                    316                347             5.3 %           4.5 %
                                               5,960              7,744           100.0 %         100.0 %
Cost of revenues                                 751              1,114            12.6 %          14.4 %
Gross profit                                   5,209              6,630            87.4 %          85.6 %
Salaries, wages and benefits expense           2,211              3,076            37.1 %          39.7 %
Occupancy expense                                748              1,148            12.5 %          14.8 %
Depreciation and amortization expense             10                 20             0.2 %           0.3 %
Other expense                                  1,336              1,784            22.4 %          23.0 %
Provision for income taxes                       239                162    
        4.0 %           2.1 %
                                               4,544              6,190            76.2 %          79.9 %
Net income                              $        665       $        440            11.2 %           5.7 %



Consumer Finance segment net income increased to $0.65 million in 2021 from
$0.44 million in 2020 on declining revenues year-over year. The increase in net
income and decrease in cost of revenues both benefited from recoveries of bad
debt, or reduction in net bad debt included in cost of revenues. Collections in
2021 of bad debts previously expensed on closed locations exceeded expectations
and will not be a recurring item in 2022. The decrease in revenues was due the
closure of our payday business in Nebraska in November 2020 due to state
regulatory changes and from the sale, also in November 2020, of five of our six
payday store operations in Iowa. Excluding one payday location that benefited
from the Nebraska law change, all the other payday stores combined had a 4%
reduction in loan originations year-over-year, a continuing trend in the
industry.



Corporate



Net cost of our Corporate segment was ($1.51) million for the year ended
December 31, 2021 compared to ($1.07) million for the year ended December 31,
2020, the increased net cost due primarily to the decrease in investment income
and one-time transaction expenses of $0.2 million associated with the Swisher
transaction that closed in January 2021.



Consolidated tax expense

Income tax expense was $3.47 million for 2021 compared to $2.88 million for 2020
for an effective rate of 20.8% and 21.7%, respectively. Income attributable to
our noncontrolling interest flows through to the noncontrolling interest and is
not taxable at the Company level. Excluding the non-taxable flow-through income
to the noncontrolling interest, the effective rate for 2021 and 2020 was 25.2%
and 25.6%, respectively. The effective rate decrease year-over-year is due to a
reduction in nondeductible transaction expense year-over-year.



CASH AND CAPITAL RESOURCES

Summary cash flow data is as follows:


                                                  Year Ended December 31,
                                                   2021             2020

Cash flows provided by (used in):
Operating activities                           $ 17,380,816     $ 15,493,544
Investing activities                             (2,788,686 )     (1,659,306 )
Financing activities                             (4,081,838 )     (8,490,426 )
Net increase in cash                             10,510,292        5,343,812

Cash and cash equivalents, beginning of year 32,504,803 27,160,991 Cash and cash equivalents, end of year $43,015,095 $32,504,803




As of December 31, 2021 and December 31, 2020, we had cash and cash equivalents
of $43.0 million and $32.5 million, respectively. We believe that our available
cash, combined with expected cash flows from operations and our held-to-maturity
investments, will be sufficient to fund our liquidity and capital expenditure
requirements through March of 2023. Our expected short-term uses of available
cash include the funding of operating activities, scheduled repayments of debt
and the payment of dividends.



                                      23





In addition to cash and cash equivalents, as of December 31, 2021, we had $12.34
million in US Treasuries and $2.04 million invested in certificates of deposit
(limited to approximately $250,000 per financial institution per entity).



From December 31, 2021 and 2020 we had $3.42 million and $3.11 million of outstanding debt, respectively, and no finance lease obligation.


CRITICAL ACCOUNTING POLICIES



Our consolidated financial statements and accompanying notes have been prepared
in accordance with accounting principles generally accepted in the United States
of America applied on a consistent basis. The preparation of these consolidated
financial statements requires us to make a number of estimates and assumptions
that affect the reported amounts of assets and liabilities, the 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 periods. We evaluate these estimates and assumptions on an ongoing
basis. We base these estimates on the information currently available to us and
on various other assumptions that we believe are reasonable under the
circumstances. Actual results could vary materially from these estimates under
different assumptions or conditions.



Our significant accounting policies are discussed in Note 1, "Basis of
Presentation, Nature of Business and Summary of Significant Accounting
Policies," of the notes to our consolidated financial statements included in
this report. We believe that the following critical accounting policies affect
the more significant estimates and assumptions used in the preparation of our
consolidated financial statements:



Receivables and provision for loss


Consumer Finance


Included in loans receivable is $1.65 million of unpaid principal, interest and
fee balances of payday loans that have not reached their maturity date. Payday
loans by their nature are high risk loans and require significant assumptions
when determining a reserve for credit losses, including the default rate and the
amount of subsequent collections on those defaulted loans. These two factors
have remained relatively stable over the past two years and we therefore use
historical rates to assist in determining anticipated future credit losses. In
addition, we must consider future economic factors. Any significant downturn in
the economy which is greater than our assumptions will increase the default
rates and reduce subsequent collections on those defaulted loans. As of December
31, 2021, we have estimated credit losses from the $1.65 million loans
receivable balance to be approximately $42,000.



Inventory



Direct to Consumer



Inventory is valued at the lower of cost or market using the weighted-average
method of determining cost. The Company periodically evaluates the value of
items in inventory and provides write-downs to inventory based on its estimate
of market conditions. Two subcategories of inventory, live plants and
restoration products, are most susceptible to write-downs and the application of
key assumptions.



Live plants have a limited life and any unsold product is disposed of at the end
of a selling season. Should the demand for product not meet expectations, larger
write-downs may occur during interim periods until written off. Management will
assess the need for write-downs based on inventory levels, the length of time
remaining in the live-goods season, and current and expected demand which could
be impacted by many current market and economic factors as discussed in the
Risk
Factors section.



We have a significant number of home hardware products in this segment's
inventory. Due to the uniqueness of many of these items, the sales volume of an
individual SKU may be low. Management evaluates the value of items in inventory
to estimate an allowance against carrying costs. This evaluation includes a
look-back of sales volume of the respective SKU over the prior twelve month
period to estimate the allowance.



Manufacturing



Inventory is valued at the lower of cost or market using the standard costing
method of determining cost. The Company periodically evaluates the value of
items in inventory and provides write-downs to inventory based on its estimate
of market conditions. Key assumptions used are the future quantity to be sold,
the future selling price of an item, and the cost of raw materials, primarily
steel. Unknown economic factors or supply factors could materially affect these
assumptions. A sharp downturn in the economy would negatively impact the future
quantity sold. Dropping steel or other raw materials costs will negatively
impact assumptions used for future sales prices and the underlying cost under
the lower of cost or market methodology. Future sales prices and the underlying
cost under the lower of cost or market methodology could also be negatively
impacted by an unforeseen introduction of comparable products, possibly from
foreign sources or otherwise, at a lower price point.



                                      24





Fair Value Measurements



The fair value of a financial instrument is the amount that could be received
upon the sale of an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. Financial
assets are marked to bid prices and financial liabilities are marked to offer
prices. Fair value measurements do not include transaction costs. A fair value
hierarchy is used to prioritize the quality and reliability of the information
used to determine fair values. Categorization within the fair value hierarchy is
based on the lowest level of input that is significant to the fair value
measurement. The three-level hierarchy is as follows:



Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs based on the market or inputs corroborated by market data.

Level 3 – Unobservable inputs that are not supported by market date.



The Company believes its valuation methods are appropriate and consistent with
other market participants, however the use of different methodologies or
assumptions to determine the fair value of certain financial instruments could
result in a different fair value measurement at the reporting date.



OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS



Some of the statements made in this report are "forward-looking statements," as
that term is defined under Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934. These forward-looking statements are based
upon our current expectations and projections about future events. Whenever used
in this report, the words "believe," "anticipate," "intend," "estimate,"
"expect," "will" and similar expressions, or the negative of such words and
expressions, are intended to identify forward-looking statements, although not
all forward-looking statements contain such words or expressions. The
forward-looking statements in this report are primarily located in the material
set forth under the headings "Description of Business," "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," but are found in other parts of this report as well. These
forward-looking statements generally relate to our plans, objectives and
expectations for future operations and are based upon management's current
estimates and projections of future results or trends. Although we believe that
our plans and objectives reflected in or suggested by these forward-looking
statements are reasonable, we may not achieve these plans or objectives. You
should read this report completely and with the understanding that actual future
results may be materially different from what we expect. We are not undertaking
any obligation to update any forward-looking statements even though our
situation may change in the future.



Specific factors that could cause actual results to differ from our expectations or affect the value of the common shares include, but are not limited to:

? Supply chain disruptions and delays and associated loss of revenue;

? Inflationary pressures on cost of sales and fluctuations in commodity prices;

? Potential product liability risks related to design, manufacture, sale

and use of our Swisher products;

? Changes in local, state or federal laws and regulations governing loans

practices or changes in the interpretation of such laws and regulations;

? Litigation and Regulatory Actions Affecting the Consumer Credit Industry

or us, including in certain key states;

? Our need for additional funding;

? Changes to our authorization to be a reseller for Wireless Cricket;

? Changes in the remuneration of authorized cricket dealers;

? Lack of advertising support and sales promotions from Wireless Cricket in the

the markets in which we operate;

? Our dependence on information systems;

? Direct and indirect effects of COVID-19 on our employees, our customers, our supply

chain, economy and financial markets; and

? Unpredictability or uncertainty in financing and mergers and acquisitions

markets, which could impair our ability to grow our business through

   acquisitions.



Other factors that could cause actual results to differ from those implied by
the forward-looking statements in this report are more fully described in the
"Risk Factors" section and of this report.



Industry data and other statistical information used in this report are based on
independent publications, government publications, reports by market research
firms or other published independent sources. Some data are also based on our
good faith estimates, derived from our review of internal surveys and the
independent sources listed above. Although we believe these sources are
reliable, we have not independently verified the information.

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