☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

(Former name, former address and former fiscal year, if changed since last report)

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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).

As of ~~May 15,~~November 13, 2020, the registrant had outstanding ~~9,265,778~~8,853,816 shares of common stock, $0.0001 par value per share.

PART I. FI~~NANCIAL~~FINANCIAL INFORMATION

Item 1. ~~Financi~~alFinancial Statements

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

CONTENTS

	Page

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets	4

Condensed Consolidated Statements of Income	5

Condensed Consolidated Statements of Shareholders’ Equity	6

Condensed Consolidated Statements of Cash Flows	7

Notes to Condensed Consolidated Financial Statements	8

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2020		December 31, 2019
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	28,754,705	$	27,132,540
Short-term investments		17,079,672		14,756,665
Loans receivable (net of allowance for losses of $312,700 and $673,000, respectively)		2,597,405		3,860,411
Accounts receivable (net of allowance for losses of $9,000 and $13,000, respectively)		830,367		517,476
Inventories (net of allowance of $814,000 and $1,065,000, respectively)		9,061,668		8,330,691
Prepaid income taxes		271,663		—
Prepaid expenses and other		2,329,535		2,679,859
TOTAL CURRENT ASSETS		60,925,015		57,277,642

INVESTMENTS		1,000,000		1,500,000

PROPERTY AND EQUIPMENT, net		8,652,770		9,725,043

OPERATING LEASE RIGHT-OF-USE ASSETS		10,703,625		12,344,894

INTANGIBLE ASSETS, net		3,734,235		4,041,650

LOANS RECEIVABLE		473,080		694,987

OTHER		475,365		525,884

GOODWILL		5,796,528		5,796,528

TOTAL ASSETS	$	91,760,618	$	91,906,628

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Accounts payable	$	6,495,247	$	7,710,222
Accrued payroll		2,264,213		2,572,331
Current portion operating lease liabilities		4,700,889		5,079,745
Other current liabilities		1,843,448		1,276,613
Income taxes payables		—		243,149
Current portion notes payable		—		65,414
Current portion finance lease obligations		—		1,161
Contract liabilities		495,483		794,830
TOTAL CURRENT LIABILITIES		15,799,280		17,743,465

LONG-TERM LIABILITIES
Notes payable, net of current portion		—		1,019,837
Operating lease liabilities, net of current portion		6,443,450		7,444,789
Deferred income taxes		352,000		385,000
TOTAL LONG-TERM LIABILITIES		6,795,450		8,849,626

TOTAL LIABILITIES		22,594,730		26,593,091

COMMITMENTS AND CONTINGENCIES (Note 15)		—		—

EQUITY

WESTERN SHAREHOLDERS’ EQUITY
Common stock, $0.0001 par value, 12,500,000 shares authorized, 8,853,816 and 9,265,778 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively		885		927
Additional paid-in capital		29,031,741		29,031,741
Retained earnings		38,068,810		33,706,035
TOTAL WESTERN SHAREHOLDERS’ EQUITY		67,101,436		62,738,703

NONCONTROLLING INTERESTS		2,064,452		2,574,834

TOTAL EQUITY		69,165,888		65,313,537

TOTAL LIABILITIES AND EQUITY	$	91,760,618	$	91,906,628

~~WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES~~

~~CONDENSED~~~~CONSOLIDATED BALANCE SHEETS~~

March 31,
2020

December 31,
2019

(Unaudited)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$
21,352,241

$
27,132,540

Short-term investments

22,511,712

14,756,665

Loans receivable (net of allowance for losses of $662,000 and $673,000, respectively)

2,738,020

3,860,411

Accounts receivable (net of allowance for losses of $90,000 and $13,000, respectively)

2,271,517

517,476

Inventories (net of allowance of $864,000 and $1,065,000, respectively)

8,817,697

8,330,691

Prepaid expenses and other

2,936,085

2,679,859

TOTAL CURRENT ASSETS

60,627,272

57,277,642

INVESTMENTS

1,000,000

1,500,000

PROPERTY AND EQUIPMENT, net

9,457,967

9,725,043

OPERATING LEASE RIGHT-OF-USE ASSETS

12,187,708

12,344,894

INTANGIBLE ASSETS, net

3,961,873

4,041,650

LOAN RECEIVABLE

703,745

694,987

OTHER

571,131

525,884

GOODWILL

5,796,528

5,796,528

TOTAL ASSETS

$
94,306,224

$
91,906,628

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Accounts payable

$
8,744,760

$
7,710,222

Accrued payroll

1,942,602

2,572,331

Current portion operating lease liabilities

5,049,025

5,079,745

Other current liabilities

1,169,524

1,276,613

Income taxes payables

844,774

243,149

Current portion notes payable

66,362

65,414

Current portion finance lease obligations

—

1,161

Contract liabilities

627,149

794,830

TOTAL CURRENT LIABILITIES

18,444,196

17,743,465

LONG-TERM LIABILITIES

Notes payable, net of current portion

1,002,856

1,019,837

Operating lease liabilities, net of current portion

7,308,021

7,444,789

Deferred income taxes

379,000

385,000

TOTAL LONG-TERM LIABILITIES

8,689,877

8,849,626

TOTAL LIABILITIES

27,134,073

26,593,091

COMMITMENTS AND CONTINGENCIES (Note 14)

—

—

EQUITY

WESTERN SHAREHOLDERS’ EQUITY

Common stock, $0.0001 par value, 12,500,000 shares authorized, 9,265,778 shares issued and outstanding as of March 31, 2020 and December 31, 2019

927

927

Additional paid-in capital

29,031,741

29,031,741

Retained earnings

35,147,081

33,706,035

TOTAL WESTERN SHAREHOLDERS’ EQUITY

64,179,749

62,738,703

NONCONTROLLING INTERESTS

2,992,402

2,574,834

TOTAL EQUITY

67,172,151

65,313,537

TOTAL LIABILITIES AND EQUITY

$
94,306,224

$
91,906,628

See notes to condensed consolidated financial statements

~~WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES~~
~~CONDENSED CONS~~~~OLIDATED STATEMENTS OF INCOME (Unaudited)~~

Three Months Ended

March 31, 2020

March 31, 2019

REVENUES

Sales and associated fees

$
26,808,486

$
23,820,838

Financing fees and interest

2,044,697

2,114,871

Other revenues

4,744,598

4,022,511

Total Revenues

33,597,781

29,958,220

COST OF REVENUES

Cost of sales

13,931,349

12,736,421

Provisions for loans receivable losses

291,428

218,277

Total Cost of Revenues

14,222,777

12,954,698

GROSS PROFIT

19,375,004

17,003,522

OPERATING EXPENSES

Salaries, wages and benefits

8,914,954

8,095,947

Occupancy

2,827,239

2,764,283

Advertising, marketing and development

1,827,955

1,775,842

Depreciation

498,658

429,500

Amortization

184,778

184,536

Other

2,284,318

2,264,592

Total Operating Expenses

16,537,902

15,514,700

OPERATING INCOME

2,837,102

1,488,822

OTHER INCOME (EXPENSES):

Dividend and interest income

138,727

181,543

Interest expense

(15,816
)

(26,255
)
Total Other Income (Expenses)

122,911

155,288

INCOME BEFORE INCOME TAXES

2,960,013

1,644,110

PROVISION FOR INCOME TAX EXPENSE

593,110

344,000

NET INCOME

2,366,903

1,300,110

LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

(462,568
)

(249,697
)

NET INCOME ATTRIBUTABLE TO WESTERN COMMON SHAREHOLDERS

$
1,904,335

$
1,050,413

EARNINGS PER SHARE ATTRIBUTABLE TO WESTERN COMMON SHAREHOLDERS

Basic and diluted

$
0.21

$
0.11

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

Basic and diluted

9,265,778

9,388,677

~~See notes to condensed consolidated financial statements~~

~~WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDAT~~~~ED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)~~

Western Capital Resources, Inc. Shareholders

Common Stock

Shares

Amount

Additional Paid-In Capital

Retained Earnings

Noncontrolling Interests

Total

BALANCE – December 31, 2019

9,265,778

$
927

$
29,031,741

$
33,706,035

$
2,574,834

$
65,313,537

Net income

—

—

—

1,904,335

462,568

2,366,903

Distributions to Noncontrolling Interests

—

—

—

—

(45,000
)

(45,000
)
Dividends

—

—

—

(463,289
)

—

(463,289
)
BALANCE – March 31, 2020

9,265,778

$
927

$
29,031,741

$
35,147,081

$
2,992,402

$
67,172,151

Western Capital Resources, Inc. Shareholders

Common Stock

Shares

Amount

Additional Paid-In Capital

Retained Earnings

Noncontrolling Interests

Total

BALANCE – December 31, 2018

9,388,677

$
939

$
29,031,741

$
33,774,293

$
1,876,908

$
64,683,881

Net income

—

—

—

1,050,413

249,697

1,300,110

Noncontrolling Interest equity contribution

—

—

—

—

17,446

17,446

Distributions to Noncontrolling Interests

—

—

—

—

(266,600
)

(266,600
)
Dividends

—

—

—

(469,434
)

—

(469,434
)
BALANCE – March 31, 2019

9,388,677

$
939

$
29,031,741

$
34,355,272

$
1,877,451

$
65,265,403

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
	Three Months Ended							Nine Months Ended
	September 30, 2020				September 30, 2019			September 30, 2020			September 30, 2019
REVENUES
Sales and associated fees	$	23,569,858			$	18,200,217		$	83,697,619		$	66,199,796
Financing fees and interest		1,419,231		��		2,203,155			4,636,027			6,303,800
Other revenues		5,299,225				4,114,090			15,124,047			12,128,191
Total Revenues		30,288,314				24,517,462			103,457,693			84,631,787

COST OF REVENUES
Cost of sales		14,166,064				9,617,969			45,071,285			35,413,874
Provisions for loans receivable losses		30,768				311,496			110,165			705,604
Total Cost of Revenues		14,196,832				9,929,465			45,181,450			36,119,478

GROSS PROFIT		16,091,482				14,587,997			58,276,243			48,512,309

OPERATING EXPENSES
Salaries, wages and benefits		8,072,951				8,171,391			24,922,510			24,332,859
Occupancy		2,616,528				2,717,531			8,207,235			8,129,476
Advertising, marketing and development		910,400				1,059,814			4,736,975			4,859,494
Depreciation		464,888				441,337			1,454,512			1,309,035
Amortization		167,763				155,507			541,432			518,422
Other		1,934,642				1,914,734			7,223,660			6,200,604
Total Operating Expenses		14,167,172				14,460,314			47,086,324			45,349,890

OPERATING INCOME		1,924,310				127,683			11,189,919			3,162,419

OTHER INCOME (EXPENSES):
Dividend and interest income		54,596				198,817			265,043			574,336
Interest expense		(13,936	)			(28,918	)		(45,342	)		(84,332	)
Total Other Income (Expenses)		40,660				169,899			219,701			490,004

INCOME BEFORE INCOME TAXES		1,964,970				297,582			11,409,620			3,652,423

PROVISION FOR INCOME TAX EXPENSE		388,420				7,000			2,398,530			683,000

NET INCOME		1,576,550				290,582			9,011,090			2,969,423

LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		(575,748	)			(340,274	)		(1,492,220	)		(837,502	)

NET INCOME (LOSS) ATTRIBUTABLE TO WESTERN COMMON SHAREHOLDERS	$	1,000,802			$	(49,692	)	$	7,518,870		$	2,131,921

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO WESTERN COMMON SHAREHOLDERS
Basic and diluted	$	0.11			$	(0.01	)	$	0.82		$	0.23

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and diluted		9,074,440				9,377,563			9,183,895			9,384,932

See notes to condensed consolidated financial statements.

~~WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSO~~~~LIDATED STATEMENTS OF CASH FLOWS (Unaudited)~~

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
	Western Capital Resources, Inc. Shareholders
	Common Stock
	Shares			Amount			Additional Paid-In Capital		Retained Earnings			Noncontrolling Interests			Total
BALANCE – December 31, 2019		9,265,778		$	927		$	29,031,741	$	33,706,035		$	2,574,834		$	65,313,537
Net income		—			—			—		1,904,335			462,568			2,366,903
Distributions to Noncontrolling Interests		—			—			—		—			(45,000	)		(45,000	)
Dividends		—			—			—		(463,289	)		—			(463,289	)
BALANCE – March 31, 2020		9,265,778			927			29,031,741		35,147,081			2,992,402			67,172,151
Net income		—			—			—		4,613,733			453,904			5,067,637
Distributions to Noncontrolling Interests		—			—			—		—			(1,079,602	)		(1,079,602	)
Stock redemption		(130,889	)		(14	)		—		(547,169	)		—			(547,183	)
Dividends		—			—			—		(230,865	)		—			(230,865	)
BALANCE – June 30, 2020		9,134,889			913			29,031,741		38,982,780			2,366,704			70,382,138
Net income		—			—			—		1,000,802			575,748			1,576,550
Distributions to Noncontrolling Interests		—			—			—		—			(878,000	)		(878,000	)
Stock redemption		(281,073	)		(28	)		—		(1,686,399	)		—			(1,686,427	)
Dividends		—			—			—		(228,373	)		—			(228,373	)
BALANCE – September 30, 2020		8,853,816		$	885		$	29,031,741	$	38,068,810		$	2,064,452		$	69,165,888

Three Months Ended

March 31, 2020

March 31, 2019

OPERATING ACTIVITIES

Net income

$
2,366,903

$
1,300,110

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation

498,658

429,500

Amortization

184,778

184,536

Amortization of operating lease right-of-use assets

1,475,354

1,411,389

Deferred income taxes

(6,000
)

291,000

Gain on disposals

(7,737
)

(147,977
)
Accrued interest from investing activities

(6,002
)

(73,862
)
Changes in operating assets and liabilities:

Loans receivable

1,122,391

980,252

Accounts receivable

(1,754,041
)

(1,510,812
)
Inventory

(421,296
)

(1,232,366
)
Prepaid expenses and other assets

(296,199
)

(386,216
)
Operating lease liabilities

(1,658,358
)

(1,594,341
)
Accounts payable and accrued expenses

1,123,592

508,655

Deferred revenue and other current liabilities

(274,770
)

146,689

Net cash and cash equivalents provided by operating activities

2,347,273

306,557

INVESTING ACTIVITIES

Purchases of investments

(16,161,391
)

(17,940,344
)
Proceeds from held-to-maturity investments

8,903,588

13,680,000

Purchases of property and equipment

(133,410
)

(84,839
)
Acquisition of stores, net of cash acquired

(260,876
)

(164,400
)
Proceeds from the disposal of operating assets

50,000

1,120,000

Net cash and cash equivalents used by investing activities

(7,602,089
)

(3,389,583
)

FINANCING ACTIVITIES

Payments on notes payable – long-term

(16,033
)

(5,204
)
Payments on finance leases

(1,161
)

(12,278
)
Distributions to noncontrolling interests

(45,000
)

(266,600
)
Payments of dividends

(463,289
)

(469,434
)
Net cash and cash equivalents used in financing activities

(525,483
)

(753,516
)

NET DECREASE IN CASH AND CASH EQUIVALENTS

(5,780,299
)

(3,836,542
)

CASH AND CASH EQUIVALENTS

Beginning of period

27,132,540

16,724,983

End of period

$
21,352,241

$
12,888,441

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Income taxes paid

$
—

$
16,475

Interest paid

$
15,882

$
20,353

Noncash investing and financing activities:

Assets received in acquisition

$
580,972

$
1,694,546

Liabilities assumed in acquisition

$
580,972

$
1,325,024

Note payable assumed in acquisition

$
—

$
347,918

Noncontrolling interest contribution to subsidiary

$
—

$
17,446

Right-of-use assets obtained and operating lease obligations incurred

$
923,097

$
963,486

Right-of-use asset and operating lease obligation disposals

$
130,357

$
—

	Western Capital Resources, Inc. Shareholders
	Common Stock
	Shares			Amount			Additional Paid-In Capital		Retained Earnings			Noncontrolling Interests			Total
BALANCE – December 31, 2018		9,388,677		$	939		$	29,031,741	$	33,774,293		$	1,876,908		$	64,683,881
Net income		—			—			—		1,050,413			249,697			1,300,110
Noncontrolling Interest equity contribution		—			—			—		—			17,446			17,446
Distributions to Noncontrolling Interests		—			—			—		—			(266,600	)		(266,600	)
Dividends		—			—			—		(469,434	)		—			(469,434	)
BALANCE – March 31, 2019		9,388,677			939			29,031,741		34,355,272			1,877,451			65,265,403
Net income		—			—			—		1,131,200			247,531			1,378,731
Distributions to Noncontrolling Interests		—			—			—		—			(470,000	)		(470,000	)
Dividends		—			—			—		(469,434	)		—			(469,434	)
BALANCE – June 30, 2019		9,388,677			939			29,031,741		35,017,038			1,654,982			65,704,700
Net income (loss)		—			—			—		(49,692	)		340,274			290,582
Distributions to Noncontrolling Interests		—			—			—		—			(200,000	)		(200,000	)
Stock redemption		(39,982	)		(4	)		—		(159,217	)		—			(159,221	)
Dividends		—			—			—		(468,912	)		—			(468,912	)
BALANCE – September 30, 2019		9,348,695		$	935		$	29,031,741	$	34,339,217		$	1,795,256		$	65,167,149

See notes to condensed consolidated financial statements.

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	Nine Months Ended
	September 30, 2020			September 30, 2019
OPERATING ACTIVITIES
Net income	$	9,011,090		$	2,969,423
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		1,454,512			1,309,035
Amortization		541,432			518,422
Amortization of operating lease right-of-use assets		4,203,264			4,200,455
Deferred income taxes		(33,000	)		359,000
Loss (gain) on disposals		436,775			(73,086	)
Accrued interest from investing activities		(1,932	)		—
Changes in operating assets and liabilities:
Loans receivable		1,263,006			426,596
Accounts receivable		(312,891	)		(259,146	)
Inventory		(649,557	)		(411,322	)
Prepaid expenses and other assets		97,064			28,833
Operating lease liabilities		(4,811,774	)		(4,675,738	)
Accounts payable and accrued expenses		(1,406,202	)		(3,335,321	)
Contract liabilities and other current liabilities		(346,368	)		(325,811	)
Net cash and cash equivalents provided by operating activities		9,445,419			731,340

INVESTING ACTIVITIES
Purchases of investments		(37,263,764	)		(23,728,805	)
Proceeds from held-to-maturity investments		35,417,921			30,965,130
Purchases of property and equipment		(409,194	)		(544,864	)
Acquisition of stores, net of cash acquired		(566,586	)		(164,400	)
Advances on loans receivable		(6,590	)		(578,948	)
Proceeds from the disposal of operating assets		382,989			1,195,000
Net cash and cash equivalents provided by (used in) investing activities		(2,445,224	)		7,143,113

FINANCING ACTIVITIES
Payments on notes payable – long-term		(1,085,251	)		(54,226	)
Common stock redemption		(1,619,754	)		(159,221	)
Payments on finance leases		(1,161	)		(37,275	)
Distributions to noncontrolling interests		(1,749,337	)		(936,600	)
Payments of dividends		(922,527	)		(1,407,780	)
Net cash and cash equivalents used in financing activities		(5,378,030	)		(2,595,102	)

NET INCREASE IN CASH AND CASH EQUIVALENTS		1,622,165			5,279,351

CASH AND CASH EQUIVALENTS
Beginning of period		27,132,540			16,724,983
End of period	$	28,754,705		$	22,004,334

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Income taxes paid	$	2,952,337		$	576,638
Interest paid	$	50,509		$	69,246
Noncash investing and financing activities:
Assets received in acquisition (see Note 13)	$	1,233,616		$	1,738,546
Liabilities assumed in acquisition (see Note 13)	$	1,233,616		$	1,369,024
Note payable assumed in acquisition (see Note 13)	$	—		$	347,918
Noncontrolling interest contribution to subsidiary (see Note 13)	$	—		$	17,446
Right-of-use assets obtained and operating lease obligations incurred	$	2,656,498		$	244,077
Right-of-use asset disposals	$	1,145,732		$	—
Right-of-use liability disposals	$	706,030		$	—
Stock repurchase	$	613,856		$	—
Distribution to noncontrolling interest applied to loan receivable	$	253,265		$	—

See notes to condensed consolidated financial statements.

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Basis of Presentation, Nature of Business and Summary of Significant Accounting Policies –

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared according to the instructions to Form 10-Q and Section 210.8-03(b) of Regulation S-X of the Securities and Exchange Commission (SEC) and, therefore, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been omitted.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~three-month period~~three and nine month periods ended ~~March 31,~~September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

For further information, refer to the Consolidated Financial Statements and notes thereto included in our Form 10-K for the year ended December 31, 2019. The condensed consolidated balance sheet at December 31, 2019, has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by GAAP.

Nature of Business

Western Capital Resources, Inc. (“WCR”) is a parent company owning operating subsidiaries, with percentage owned shown parenthetically, as summarized below.

●

Cellular Retail

○

PQH Wireless, Inc. (“PQH”) (100%) – operates ~~221~~206 cellular retail stores as of ~~March 31,~~September 30, 2020 ~~(108~~(102 100% owned plus ~~113~~104 held through its controlled but less than 100% owned subsidiaries), exclusively as an authorized retailer of the Cricket brand.

●

Direct to Consumer

○

J&P Park Acquisitions, Inc. (“JPPA”) (100%) – an online and direct marketing distribution retailer of 1) live plants, seeds, holiday gifts and garden accessories selling its products under Park Seed, Jackson & Perkins, and Wayside Gardens brand names and 2) home improvement and restoration products operating under the Van Dyke’s Restorers brand, as well as a seed wholesaler under the Park Wholesale brand.

○

J&P Real Estate, LLC (“JPRE”) (100%) – owns real estate utilized as JPPA’s distribution and warehouse facility and the corporate offices of JPPA.

●

Consumer Finance

○

Wyoming Financial Lenders, Inc. (“WFL”) (100%) – owns and operates “payday” stores ~~(38~~(37 as of ~~March 31,~~September 30, 2020, two of which are located within the Company’s retail pawn stores) in six states (Iowa, Kansas, Nebraska, North Dakota, Wisconsin and Wyoming) providing sub-prime short-term uncollateralized non-recourse “cash advance” or “payday” loans typically ranging from $100 to $500 with a maturity of generally two to four weeks, sub-prime short-term uncollateralized non-recourse installment loans typically ranging from $300 to $800 with a maturity of six months, check cashing and other money services to individuals.

○

Express Pawn, Inc. (“EPI”) (100%) – owns and operates retail pawn stores (three as of ~~March 31,~~September 30, 2020) in Nebraska and Iowa providing collateralized non-recourse pawn loans and retail sales of merchandise obtained from forfeited pawn loans or purchased from customers.

References in these financial statement notes to “Company” or “we” refer to Western Capital Resources, Inc. and its subsidiaries. References to specific companies within our enterprise, such as” “PQH,” “JPPA,” “JPRE,” “WFL,” or “EPI” are references only to those companies.

Basis of Consolidation

The consolidated financial statements include the accounts of WCR, its wholly owned subsidiaries and other entities in which the Company owns a controlling financial interest. For financial interests in which the Company owns a controlling financial interest, the Company applies the provisions of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 810, “Consolidation” applicable to reporting the equity and net income or loss attributable to noncontrolling interests. All significant intercompany balances and transactions of the Company have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect certain reported amounts and disclosures in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Significant management estimates relate to the notes and loans receivable allowance, carrying value and impairment of long-lived goodwill, intangible assets, and ~~intangible~~right-of-use assets, inventory valuation and obsolescence, estimated useful lives of property and equipment, gift certificate and merchandise credits liability and deferred taxes and tax uncertainties.

Reclassifications

Certain Statement of Income reclassifications have been made in the presentation of our prior financial statements to conform to the presentation as of and for the three and nine months ended ~~March 31,~~September 30, 2020.

Recent Accounting Pronouncements

In April, 2020 the staff of the Financial Accounting Standards Board (FASB) issued a question-and-answer document that ~~says~~states entities ~~can~~may elect not to evaluate whether a concession provided by a lessor to a lessee in response to the effects of the coronavirus pandemic is a lease modification. Retailers may make the elections for any lessor-provided concessions related to the effects of the coronavirus pandemic as long as the concession does not result in a substantial increase in the rights of the lessor or the obligations of the lessee. The Company has made such election. The Company has received minimal rent concessions and has not entered into any related lease modifications to date. As such, the Company does not believe this election will have a material impact on ~~our~~its financial condition, results of operations or consolidated financial statements.

No other new accounting pronouncements issued or effective during the ~~fiscal year~~period have had or are expected to have a material impact on the consolidated financial statements.

Risks Inherent in the Operating Environment –

Regulatory

The Company’s Consumer Finance segment activities are highly regulated under numerous federal, state, and local laws, regulations and rules, which are subject to change. New laws, regulations or rules could be enacted or issued, interpretations of existing laws, regulations or rules may change and enforcement action by regulatory agencies may intensify. Over the past several years, consumer advocacy groups and certain media reports have advocated governmental and regulatory action to prohibit or severely restrict sub-prime lending activities of the kind conducted by the Company. After several years of research, debate, and public hearings, in October 2017 the U.S. Consumer Financial Protection Bureau (“CFPB”) adopted a new rule for payday lending. The rule, originally scheduled to go into effect in August 2019, would ~~impose~~have imposed significant restrictions on the industry, and it iswas expected that a large number of lenders would be forced to close their ~~stores.~~stores as a result of the rule. The CFPB’s studies projected a reduction in the number of lenders by 50%, while industry studies forecast a much higher attrition rate if the rule iswas implemented as originally adopted.

However, in January 2018, the CFPB issued a statement that it ~~intends~~intended to “reconsider” the ~~regulation. The most current information from the CFPB website states the proposals it is considering includes rescinding the mandatory underwriting provisions contained in the rule~~regulation and ~~to delay~~delayed the August 19, 2019 compliance date for the other provisions to November 19, 2020. ~~At this time it is uncertain whether~~In July 2020, the CFPB issued a final rule applicable to the 2017 rule. The final rule rescinds the mandatory underwriting provisions of the 2017 rule but does not rescind or alter the payments provisions of the 2017 rule. The CFPB will ~~be implemented as announced, rewritten~~seek to have these rules go into effect with ~~more favorable terms~~a reasonable period for entities to come into compliance. The implementation of the ~~industry, or thrown out altogether. If the~~final rule is ~~implemented as written, it could have~~likely to result in a ~~significant~~reduction of in-house bad debt collections, higher collection costs and thus a negative impact on business conducted within our Consumer Finance segment.

Consumer advocacy groups in many states are actively seeking state law changes which would effectively end the viability of a payday loan business, including Nebraska where in 2019 we generate approximately ~~28%~~30% of our payday lending revenue, or approximately ~~1.6%~~2% of our consolidated revenue. If these groups are successful in Nebraska, we will likely cease payday lending activities in Nebraska. In June 2020, a Nebraska group submitted signatures for a ballot initiative that would limit all fees charged by payday lenders in Nebraska to an annual interest rate of 36%. As a result, the initiative is expected to be on the Nebraska statewide ballot for the November 3, 2020 election.

The ~~above~~implementation of the CFPB rule, the passage of the Nebraska ballot initiative or any other adverse change in present federal, state, or local laws or regulations that govern or otherwise affect lending could result in the Consumer Finance segment’s curtailment or cessation of operations in certain or all jurisdictions or locations. Furthermore, any failure to comply with any applicable local, state or federal laws or regulations could result in fines, litigation, closure of one or more store locations or negative publicity. Any such change or failure would have a corresponding impact on the Company’s and segment’s results of operations and financial condition, primarily through a decrease in revenues resulting from the cessation or curtailment of operations, or a decrease in operating income through increased legal expenditures or fines, and could also negatively affect the Company’s general business prospects due to lost or decreased operating income or if negative publicity effects its ability to obtain additional financing as needed.

In addition, the passage of federal, state or local laws and regulations or changes in interpretations of them could, at any point, essentially prohibit the Consumer Finance segment from conducting its lending business in its current form. Any such legal or regulatory change would certainly have a material and adverse effect on the Company, its operating results, financial condition and prospects, and perhaps even the viability of the Consumer Finance segment.

Concentrations

The Company has demand deposits at financial institutions, often times in excess of the limit for insurance by the Federal Deposit Insurance Corporation. As of ~~March 31,~~September 30, 2020, the Company had demand deposits in excess of insurance amounts of approximately ~~$6.73~~$7.39 million.

COVID-19

In December 2019 COVID-19 emerged in Wuhan, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to almost all other countries, including the United States, and infections have been reported ~~globally.~~globally, with much of the United States experiencing a “third peak” in infections during the fall months.

Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders and others proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. AsSince the start of ~~March 31, 2020,~~the pandemic, the Company’s Cellular Retail segment had temporarily closed approximately 75 ~~locations.~~locations, all but 22 of which subsequently re-opened by the end of April 2020. In June 2020, those 22 closed locations plus five others were permanently closed.

The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but may have a material impact on our business, financial condition and results of operations. The significance of the impact of the COVID-19 outbreak on the Company’s businesses and the duration for which it may have an impact cannot be determined at this time.

Cash Equivalents and Marketable Investments –

The following table shows the Company’s cash and cash equivalents and held-to-maturity investments, by significant investment category, recorded as cash and cash equivalents or short- and long-term investments:

	March 31, 2020		December 31, 2019		September 30, 2020		December 31, 2019
Cash and cash equivalents
Operating accounts	$	12,509,044	$	10,163,845	$	14,070,233	$	10,163,845
Money Market – U.S. Treasury obligations		6,258,991		4,450,433		1,284,804		12,518,262
U.S. Treasury obligations		2,584,206		12,518,262		13,399,668		4,450,433
Subtotal		21,352,241		27,132,540		28,754,705		27,132,540

Held to Maturity Investments
Certificates of deposit (4 – 24 month maturities, FDIC insured)	$	11,315,739	$	9,049,787	$	18,079,672	$	9,049,787
U.S. Treasury obligations (less than one year maturities)		12,195,973		7,206,878		—		7,206,878
Subtotal		23,511,712		16,256,665		18,079,672		16,256,665

TOTAL	$	44,863,953	$	43,389,205	$	46,834,377	$	43,389,205

Held to maturity investments consisted of the following:

March 31, 2020
September 30, 2020														September 30, 2020
	Cost		Accrued Interest		Amortized Discount		Amortized Cost		Unrealized Gain (Loss)			Estimated Fair Value			Cost		Accrued Interest		Amortized Discount		Amortized Cost		Unrealized Gain (Loss)		Estimated Fair Value

Certificates of Deposit	$	11,271,888	$	43,851	$	—	$	11,315,739	$	(25,906	)	$	11,289,833		$	18,028,318	$	51,354	$	—	$	18,079,672	$	13,040	$	18,092,712
U.S. Treasuries		12,155,120		—		40,853		12,195,973		2,953			12,198,926			—		—		—		—		—		—
	$	23,427,008	$	43,851	$	40,853	$	23,511,712	$	(22,953	)	$	23,488,759		$	18,028,318	$	51,354	$	—	$	18,079,672	$	13,040	$	18,092,712

December 31, 2019	December 31, 2019														December 31, 2019
		Cost		Accrued Interest		Amortized Discount		Amortized Cost		Unrealized Gain (Loss)			Estimated Fair Value			Cost		Accrued Interest		Amortized Discount		Amortized Cost		Unrealized Gain (Loss)			Estimated Fair Value

Certificates of Deposit		$	9,015,618	$	34,169	$	—	$	9,049,787	$	(32,429	)	$	9,017,358		$	9,015,618	$	34,169	$	—	$	9,049,787	$	(32,429	)	$	9,017,358
U.S. Treasuries			7,153,587		—		53,291		7,206,878		2,883			7,209,761			7,153,587		—		53,291		7,206,878		2,883			7,209,761
		$	16,169,205	$	34,169	$	53,291	$	16,256,665	$	(29,546	)	$	16,227,119		$	16,169,205	$	34,169	$	53,291	$	16,256,665	$	(29,546	)	$	16,227,119

Interest income recognized on held-to-maturity investments and other sources was as follows:

	Three Months Ended March 31, 2020		Three Months Ended March 31, 2019		Three Months Ended September 30, 2020		Three Months Ended September 30, 2019		Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019

Held-to-maturity	$	116,075	$	142,146	$	44,694	$	112,158	$	210,725	$	412,855
Other		22,652		39,397		9,902		86,659		54,318		161,481
	$	138,727	$	181,543	$	54,596	$	198,817	$	265,043	$	574,336

~~4. Loans Receivable –~~The Company deposited in aggregate $1.75 million of cash across seven different accounts at a financial institution as an accommodation to its majority stockholder, who has other business relationships with the financial institution. The funds in these accounts can be withdrawn at any time, do not serve as collateral in any way, and are held on market terms.

Loans Receivable –

The Consumer Finance segment’s outstanding loans receivable aging is as follows:

March 31, 2020
September 30, 2020											September 30, 2020
	Payday			Installment		Pawn		Total				Payday			Installment		Pawn		Total
Current	$	2,390,819		$	38,006	$	278,764	$	2,707,589			$	2,197,694		$	42,495	$	261,599	$	2,501,788
1-30		168,738			3,337		—		172,075				130,093			4,793		—		134,886
31-60		127,840			720		—		128,560				84,270			546		—		84,816
61-90		112,411			108		—		112,519				81,382			—		—		81,382
91-120		105,426			—		—		105,426				44,418			—		—		44,418
121-150		86,619			—		—		86,619				17,964			—		—		17,964
151-180		87,232			—		—		87,232				44,851			—		—		44,851
		3,079,085			42,171		278,764		3,400,020				2,600,672			47,834		261,599		2,910,105
Less Allowance		(662,000	)		—		—		(662,000	)			(312,700	)		—		—		(312,700	)
	$	2,417,085		$	42,171	$	278,764	$	2,738,020			$	2,287,972		$	47,834	$	261,599	$	2,597,405

December 31, 2019
	Payday			Installment		Pawn		Total
Current	$	3,322,131		$	67,891	$	309,934	$	3,699,956
1-30		216,753			10,590		—		227,343
31-60		140,872			6,234		—		147,106
61-90		117,544			2,649		—		120,193
91-120		118,626			840		—		119,466
121-150		110,278			395		—		110,673
151-180		108,674			—		—		108,674
		4,134,878			88,599		309,934		4,533,411
Less Allowance		(673,000	)		—		—		(673,000	)
	$	3,461,878		$	88,599	$	309,934	$	3,860,411

~~5. Loans Receivable Allowance –~~

Loans Receivable Allowance –

A rollforward of the Consumer Finance segment’s loans receivable allowance is as follows:

	Three Months Ended March 31, 2020			Year Ended December 31, 2019			Nine Months Ended September 30, 2020			Year Ended December 31, 2019
Loans receivable allowance, beginning of period	$	673,000		$	818,000		$	673,000		$	818,000
Provision for loan losses charged to expense		291,428			975,938			110,165			975,938
Write-offs, net		(302,428	)		(1,120,938	)		(470,465	)		(1,120,938	)
Loans receivable allowance, end of period	$	662,000		$	673,000		$	312,700		$	673,000

~~6. Accounts Receivable –~~

Accounts Receivable –

A breakdown of accounts receivables by segment is as follows:

March 31, 2020
September 30, 2020											September 30, 2020
	Cellular Retail		Direct to Consumer			Consumer Finance		Total				Cellular Retail		Direct to Consumer			Consumer Finance		Total
Accounts receivable	$	134,151	$	2,204,478		$	22,888	$	2,361,517			$	225,696	$	590,533		$	23,138	$	839,367
Less allowance		—		(90,000	)		—		(90,000	)			—		(9,000	)		—		(9,000	)
Net accounts receivable	$	134,151	$	2,114,478		$	22,888	$	2,271,517			$	225,696	$	581,533		$	23,138	$	830,367

December 31, 2019	December 31, 2019											December 31, 2019
		Cellular Retail		Direct to Consumer			Consumer Finance		Total				Cellular Retail		Direct to Consumer			Consumer Finance		Total
Accounts receivable		$	184,519	$	318,235		$	27,722	$	530,476			$	184,519	$	318,235		$	27,722	$	530,476
Less allowance			—		(13,000	)		—		(13,000	)			—		(13,000	)		—		(13,000	)
Net accounts receivable		$	184,519	$	305,235		$	27,722	$	517,476			$	184,519	$	305,235		$	27,722	$	517,476

A portion of accounts receivable are unsettled credit card sales from the prior one to five business days. This makes up ~~46%~~74% and 68% of the net accounts receivable balance at ~~March 31,~~September 30, 2020 and December 31, 2019, respectively.

~~7. Inventory –~~

Inventory –

Inventories consist of:

	March 31, 2020			December 31, 2019			September 30, 2020			December 31, 2019
Finished Goods
Cellular Retail	$	5,673,728		$	5,687,771		$	5,466,853		$	5,687,771
Direct to Consumer		3,195,325			2,888,483			3,682,418			2,888,483
Consumer Finance		812,644			819,437			726,397			819,437
Reserve		(864,000	)		(1,065,000	)		(814,000	)		(1,065,000	)
TOTAL	$	8,817,697		$	8,330,691		$	9,061,668		$	8,330,691

As a result of changes in the market for certain Company products and the resulting deteriorating value, carrying amounts for those inventories were reduced by approximately ~~$864,000~~$814,000 and $1,065,000 at ~~March 31,~~September 30, 2020 and December 31, 2019, respectively. These inventory write-downs have been reflected in adjustments to cost of goods sold in the statement of operations. Management believes that these reductions properly reflect inventory at lower of cost or market, and no additional losses will be incurred upon disposition.

~~8. Leases –~~

Leases –

The Company lease accounting policy follows the guidance from ASC 842 - Leases, which provides guidance on the recognition, presentation and disclosure of leases in consolidated condensed financial statements.

Total components of operating lease expense for the real property asset class (in thousands) were as follows:

	Three Months Ended March 31, 2020		Three Months Ended March 31, 2019		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020
Operating lease expense	$	1,652	$	1,401	$	1,520	$	4,760
Variable lease expense		539		694		506		1,663
Total lease expense	$	2,191	$	2,095	$	2,026	$	6,423

	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Operating lease expense	$	1,421	$	4,190
Variable lease expense		633		2,008
Total lease expense	$	2,054	$	6,198

Other information related to operating leases was as follows:

Three Months Ended
March 31, 2020

Three Months Ended
March 31, 2019

Weighted average remaining lease term, in years 2.97 2.60

Weighted Average Discount Rate 5.8 % 5.9 %

	September 30, 2020			September 30, 2019
Weighted average remaining lease term, in years		2.83			2.79

Weighted average discount rate		5.5	%		5.9	%

Future minimum lease payments under operating leases as of ~~March 31,~~September 30, 2020 (in thousands) were as follows:

Operating Leases
Remainder of 2020
$ 4,381
2021 4,338
2022 2,781
2023 1,307
2024 645
2025 94
Thereafter
28
Total future minimum lease payments
13,574
Less: imputed interest
(1,217 )
Total
$ 12,357
Current portion operating lease liabilities
$ 5,049
Non-Current operating lease liabilities
7,308
Total
$ 12,357

	Operating Leases
Remainder of 2020	$	1,440
2021		4,800
2022		3,273
2023		1,690
2024		779
2025		138
Thereafter		28
Total future minimum lease payments		12,148
Less: imputed interest		(1,004	)
Total	$	11,144

Current portion operating lease liabilities	$	4,701
Non-current operating lease liabilities		6,443
Total	$	11,144

~~9. Notes Payable – Long Term –~~

March 31, 2020 December 31, 2019
Subsidiary subordinated note payable to seller with monthly interest only payments at 6%, guaranteed by PQH, maturing August 5, 2022 when the principal balance is due. $ 789,216 $ 789,216
Subsidiary note payable to a financial institution, with monthly principal and interest payments of $6,692, bearing interest at 5.5%, secured by substantially all assets of the subsidiary, and maturing January 4, 2024. 280,002 296,035
Total 1,069,218 1,085,251
Less current maturities (66,362 ) (65,414 )
$ 1,002,856 $ 1,019,837

Notes Payable – Long Term –

~~10. Cash Dividends –~~

	September 30, 2020		December 31, 2019
Subsidiary subordinated note payable to seller with monthly interest only payments at 6%, guaranteed by PQH, with a maturity date of August 5, 2022. The note was paid off in August 2020.	$	—	$	789,216
Subsidiary note payable to a financial institution, with monthly principal and interest payments of $6,692, bearing interest at 5.5%, secured by substantially all assets of the subsidiary, and maturing January 4, 2024. The note was paid off in September 2020 and refinanced internally.		—		296,035
Total		—		1,085,251
Less current maturities		—		(65,414	)
	$	—	$	1,019,837

Date Declared
Record Date
Dividend Per Share
Payment Date
Dividend Paid
February 13, 2020
February 28, 2020
$0.05
March 9, 2020
$463,289

10.

Cash Dividends –

Date Declared	Record Date	Dividend Per Share	Payment Date	Dividend Paid
February 13, 2020	February 28, 2020	$0.050	March 9, 2020	$463,289
May 5, 2020	May 22, 2020	$0.025	June 2, 2020	$230,865
August 10, 2020	August 25, 2020	$0.025	September 4, 2020	$228,373

~~11. Revenue –~~

11.

Revenue –

Revenue generated from contracts with customers and recognized per ASC 606 primarily consists of sales of merchandise and services at the point of sale and compensation from Cricket Wireless. As a Cricket Wireless authorized retailer, we earn compensation from Cricket Wireless for activating a new customer on the Cricket Wireless network, activating new devices for existing Cricket Wireless customers (“back-end compensation”) and upon an existing Cricket Wireless customer whom we originally activated on the Cricket Wireless GSM network making a continuing service payment (“CSP”).

Due to COVID-19 and at the request of Cricket Wireless, the Cellular Retail segment temporarily closed approximately 75 retail locations in March 2020. In conjunction with the request, Cricket Wireless notified the Company that it would be providing temporary supplemental commissions for the store closures. ~~Supplemental~~In addition, Cricket Wireless temporarily increased other supplemental commissions for qualifying activations. COVID-19 related ~~to the closed locations~~supplemental commissions of approximately ~~$285,000,~~$0 and $1,530,000, as reported to us by Cricket, was included in revenue in the ~~three-month period~~three and nine month periods ended ~~March 31,~~September 30, 2020. The closure related supplemental compensation assistance from Cricket ended by June 30, 2020.

Revenue generated from short-term lending agreements in the Consumer Finance segment and from Company investments are recognized in accordance with ASC 825.

Total net sales of merchandise, which exclude sales taxes, are generally recorded as follows:

●

Cellular Retail – net sales reflects the transaction price at point of sale when payment is received or receivable, the customer takes control of the merchandise and, applicable to devices, the device has been activated on the Cricket Wireless network. The sale and activation of a wireless device also correlates to the recording of back-end compensation from Cricket Wireless. Sales returns are generally not material to our financial statements.

●

Direct to Consumer – net sales reflect the transaction price when product is shipped to customers, FOB shipping point, reduced by variable consideration. Shipping and handling fees are also included in total net sales. Variable consideration is comprised of estimated future returns and merchandise credits which are estimated based primarily on historical rates and sales levels.

●

Consumer Finance - net sales reflects the transaction price at point of sale when payment in full is received and the customer takes control of the merchandise. Sales returns are generally not material to our financial statements.

Services revenue from customer paid fees is generally recorded at point of sale when payment is received and the customer receives the benefit of the service. CSP compensation from Cricket Wireless is recorded as of the time certain Cricket Wireless customers make a service payment, as reported to us by Cricket Wireless.

Recognized as revenue per ASC 825, Consumer Finance loan fees and interest on cash advance loans are recognized on a constant-yield basis ratably over a loan’s term. Installment loan fees and interest are recognized using the interest method, except that installment loan origination fees are recognized as they become non-refundable and installment loan maintenance fees are recognized when earned. The Company recognizes fees on pawn loans on a constant-yield basis ratably over the loans’ terms, less an estimated amount for expected forfeited pawn loans which is based on historical forfeiture rates.

See Note ~~15,~~14, “Segment Information,” for disaggregation of revenue by segment.

~~12. Other Operating Expense –~~

12.

Other Operating Expense –

A breakout of other expense is as follows:

	For The Three Months Ended						Three Months Ended September 30,				Nine Months Ended September 30,
	March 31, 2020			March 31, 2019			2020		2019		2020		2019
Bank fees	$	560,978		$	504,981		$	411,189	$	353,064	$	1,705,582	$	1,397,631
Collection costs		78,069			77,715			93,464		82,503		250,939		242,855
Insurance		196,381			188,296			191,108		178,414		587,440		545,056
Management and advisory fees		211,003			202,146			220,303		211,003		651,609		624,151
Professional and consulting fees		380,496			553,622			354,725		325,824		1,004,461		1,115,629
Supplies		217,579			138,592			185,744		170,387		605,898		453,198
Gain on disposal		(7,737	)		(1,415	)
Loss on disposal								—		66,685		662,522		77,883
Other		647,549			600,655			478,109		526,854		1,755,209		1,744,201
	$	2,284,318		$	2,264,592		$	1,934,642	$	1,914,734	$	7,223,660	$	6,200,604

13.

Acquisitions –

~~13. Segment Information –~~Cellular Retail Acquisitions

In 2020, PQH completed Cricket retail location transactions, acquiring 19 locations.

In 2019, PQH contributed a note payable in exchange for a 51% ownership interest in a newly formed subsidiary Summit JV, LLC (“Summit”) and another Cricket Wireless dealer contributed substantially all its assets, including 28 Cricket Wireless retail locations, and specified liabilities in exchange for a 49% ownership interest in Summit and receipt of the note payable contributed by PQH. Effective March 1, 2019, we consummated the transaction.

The purchase price calculations (in thousands) are as follows:

	2020		2019
Cash	$	568	$	—
Note payable		—		18
Noncontrolling interests/equity		—		17
	$	568	$	35

The assets acquired and liabilities assumed (in thousands) were recorded at their estimated fair values as of the purchase dates as follows:

	2020			2019
Cash	$	2		$	14
Receivables		—			272
Inventory		82			50
Property and equipment		272			596
Intangible assets		234			—
Operating lease right-of-use assets		1,178			772
Other assets		33			48
Other liabilities		(55	)		(597	)
Operating lease liabilities		(1,178	)		(772	)
Term note payable		—			(348	)
	$	568		$	35

14.

Segment Information –

Segment information related to the ~~three-month period~~three and nine month periods ended ~~March 31,~~September 30, 2020 and 2019 (in thousands) is as follows:

Thee Months Ended March 31, 2020 (in thousands)
Three Months Ended September 30, 2020 (in thousands)												Three Months Ended September 30, 2020 (in thousands)
	Cellular Retail		Direct to Consumer		Consumer Finance		Corporate			Total			Cellular Retail		Direct to Consumer			Consumer Finance		Corporate			Total

Revenue from external customers	$	19,533	$	11,599	$	421	$	—		$	31,553		$	22,589	$	5,901		$	379	$	—		$	28,869
Fees and interest income	$	—	$	—	$	2,045	$	—		$	2,045		$	—	$	—		$	1,419	$	—		$	1,419
Total Revenue	$	19,533	$	11,599	$	2,466	$	—		$	33,598
Total revenue													$	22,589	$	5,901		$	1,798	$	—		$	30,288
Net income (loss)	$	1,184	$	1,176	$	225	$	(218	)	$	2,367		$	1,717	$	(60	)	$	112	$	(192	)	$	1,577
Total segment assets	$	35,495	$	15,307	$	8,347	$	35,157		$	94,306
Expenditures for segmented assets	$	336	$	118	$	—	$	—		$	454		$	62	$	138		$	—	$	—		$	200

Three Months Ended March 31, 2019 (in thousands)
Three Months Ended September 30, 2019 (in thousands)												Three Months Ended September 30, 2019 (in thousands)
	Cellular Retail		Direct to Consumer		Consumer Finance		Corporate			Total			Cellular Retail		Direct to Consumer			Consumer Finance		Corporate			Total

Revenue from external customers	$	16,501	$	10,941	$	401	$	—		$	27,843		$	16,969	$	4,925		$	420	$	—		$	22,314
Fees and interest income	$	—	$	—	$	2,115	$	—		$	2,115		$	—	$	—		$	2,203	$	—		$	2,203
Total Revenue	$	16,501	$	10,941	$	2,516	$	—		$	29,958
Total revenue													$	16,969	$	4,925		$	2,623	$	—		$	24,517
Net income (loss)	$	571	$	650	$	233	$	(154	)	$	1,300		$	690	$	(610	)	$	279	$	(69	)	$	290
Total segment assets	$	34,253	$	13,968	$	8,429	$	36,039		$	92,689
Expenditures for segmented assets	$	229	$	34	$	—	$	—		$	263		$	185	$	149		$	—	$	—		$	334

Nine Months Ended September 30, 2020 (in thousands)
	Cellular Retail		Direct to Consumer		Consumer Finance		Corporate			Total

Revenue from external customers	$	63,609	$	33,841	$	1,372	$	—		$	98,822
Fees and interest income	$	—	$	—	$	4,636	$	—		$	4,636
Total Revenue	$	63,609	$	33,841	$	6,008	$	—		$	103,458
Net income (loss)	$	4,435	$	4,672	$	478	$	(574	)	$	9,011
Total segment assets	$	34,375	$	14,155	$	7,792	$	35,439		$	91,761
Expenditures for segmented assets	$	696	$	337	$	—	$	—		$	1,033

~~14. Commitments and Contingencies –~~

Nine Months Ended September 30, 2019 (in thousands)
	Cellular Retail		Direct to Consumer		Consumer Finance		Corporate			Total

Revenue from external customers	$	49,753	$	27,339	$	1,236	$	—		$	78,328
Fees and interest income	$	—	$	—	$	6,304	$	—		$	6,304
Total Revenue	$	49,753	$	27,339	$	7,540	$	—		$	84,632
Net income (loss)	$	1,702	$	733	$	741	$	(207	)	$	2,969
Total segment assets	$	30,779	$	12,976	$	8,817	$	35,761		$	88,333
Expenditures for segmented assets	$	507	$	216	$	—	$	—		$	723

15.

Commitments and Contingencies –

Employment Agreements

Pursuant to the numerous employment agreements, bonuses of approximately ~~$203,000~~$347,000 and ~~$158,000~~$932,000 were accrued for the three and nine months ended ~~March 31,~~September 30, 2020, ~~and 2019,~~ respectively.

Assigned Leases

The Company’s Cellular Retail segment has transferred operations of many locations to other dealers and remains contingently liable under many lease agreements. Minimum lease payments of assigned or assumed non-cancelable operating leases related to transferred locations in which a release has not been obtained from the lessor are approximately ~~$1,876,000~~$1,312,000 as of ~~March 31,~~September 30, 2020.

Legal Proceedings

The Company is party to a variety of legal actions arising out of the normal course of business. Plaintiffs occasionally seek punitive or exemplary damages. The Company does not believe that such normal and routine litigation will have a material impact on its consolidated financial results.

~~15.~~

16.

Subsequent Events –

Consumer Finance – NE Operations

On November 3, 2020, Nebraska voters passed a ballot initiative that limits all fees charged by payday lenders in Nebraska to an annual interest rate of 36%. This initiative will cause us to close our Nebraska payday lending operations which we expect to have completed by mid-December 2020. The loss of Nebraska operations will have a significant impact on this segment’s contributions to shareholder earnings.

Dividend Declared

Our Board of Directors declared the following dividend:

Date Declared	Record Date	Dividend Per Share	Payment Date
~~May 5,~~November 3, 2020	~~May 22,~~November 17, 2020	$0.025	~~June 2,~~November 30, 2020

~~COVID-19~~

As of the date of this report, the Company’s Cellular Retail segment has reopened approximately 45 of the locations temporarily closed in March 2020. Cricket Wireless continued to provide supplemental commissions related to the store closures.

~~The significance of the impact of the COVID-19 outbreak on the Company’s businesses and the duration for which it may have an impact cannot be determined at this time.~~

We evaluated all events or transactions that occurred after ~~March 31,~~September 30, 2020 through the date we issued these financial statements. During this period we did not have any other material subsequent events that impacted our financial statements.

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

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 might cause actual results to differ from our expectations or may affect the value of the common stock, include, but are not limited to:

●

Changes in local, state or federal laws and regulations governing lending practices, or changes in the interpretation of such laws and regulations;

●

Litigation and regulatory actions directed toward the consumer finance industry or us, particularly in certain key states;

●

Our need for additional financing;

●

Changes in our authorization to be a dealer for Cricket Wireless;

●

Changes in authorized Cricket dealer compensation;

●

Lack of advertising support and sales promotions from Cricket Wireless in the markets we operate;

●

Direct and indirect effects of COVID-19 on our employees, customers, our supply chain, the economy and financial markets; and

●

Unpredictability or uncertainty in financing and merger and acquisition 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.

OVERVIEW

Western Capital Resources, Inc. (“WCR”), a Delaware corporation originally incorporated in Minnesota in 2001 and reincorporated in Delaware in 2016, is a holding company having a controlling interest in subsidiaries operating in the following industries and operating segments:

(GRAPHIC)

Our Cellular Retail segment is comprised of an authorized Cricket Wireless dealer and involves the retail sale of cellular phones and accessories to consumers through our wholly owned subsidiary PQH Wireless, Inc. and its controlled but less than 100% owned subsidiaries. Our Direct to Consumer segment consists of a wholly owned online and direct marketing distribution retailer of live plants, seeds, holiday gifts and garden accessories selling its products under Park Seed, Jackson & Perkins and Wayside Gardens brand names and home improvement and restoration products operating as Van Dyke’s Restorers as well as a wholesaler under the Park Wholesale brand. Our Consumer Finance segment consists of retail financial services conducted through our wholly owned subsidiaries Wyoming Financial Lenders, Inc. and Express Pawn, Inc. Throughout this report, we collectively refer to WCR and its consolidated subsidiaries as “we,” the “Company,” and “us.”

Discussion of Critical Accounting Policies

Our condensed 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 condensed 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 condensed 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 condensed consolidated financial statements included in this report together with our significant accounting policies discussed in Note 1, “Nature of Business and Summary of Significant Accounting Policies,” of the

notes to our December 31, 2019 consolidated financial statements included in our Form 10-K for the year ended December 31, 2019. We believe that the following critical accounting policies affect the more significant estimates and assumptions used in the preparation of our condensed consolidated financial statements.

Receivables and Loss Allowance

Direct to Consumer

Receivables are recorded when billed or accrued and represent claims against third parties that will be settled in cash. The carrying value of receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The allowance for doubtful accounts is estimated based on historical collection trends, type of customer, the age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past due receivable balances are written-off when internal collection efforts have been unsuccessful in collecting the amount due.

Consumer Finance

Included in loans receivable are unpaid principal, interest and fee balances of payday, installment and pawn loans that have not reached their maturity date, and “late” payday loans that have reached maturity within the last 180 days and have remaining outstanding balances. Late payday loans generally are unpaid loans where a customer’s personal check has been deposited and the check has been returned due to non-sufficient funds in the customer’s account, a closed account, or other reasons. All returned items are charged-off after 180 days, as collections after that date have not been significant. Loans are carried at cost plus accrued interest or fees less payments made and a loans receivable allowance.

We do not specifically reserve for any individual payday or installment loan. Instead, we aggregate loan types for purposes of estimating the loss allowance using a methodology that analyzes historical portfolio statistics and management’s judgment regarding recent trends noted in the portfolio. This methodology takes into account several factors, including (1) the amount of loan principal, interest and fee outstanding, (2) historical charge offs from loans that originated during the last 24 months, (3) current and expected collection patterns and (4) current economic trends. We utilize a software program to assist with the tracking of our historical portfolio statistics. A loan loss allowance is maintained for anticipated losses for payday and installment loans based primarily on our historical percentages by loan type of net charge offs, applied against the applicable balance of loan principal, interest and fees outstanding. We also periodically perform a look-back analysis on our loan loss allowance to verify the historical allowance established tracks with the actual subsequent loan write-offs and recoveries. We are aware that as conditions change, we may also need to make additional allowances in future periods. Loan losses or charge-offs of pawn loans are not recorded because the value of the collateral exceeds the loan amount.

See Note 4, “Loans Receivable,” and Note 5, “Loans Receivable Allowance,” of the notes to our consolidated financial statements included in this report for our outstanding loans receivable aging and loans receivable allowance rollforward as of and for the ~~three~~nine month period ended ~~March 31,~~September 30, 2020 and the year ended December 31, 2019.

Valuation of Long-lived and Intangible Assets

We assess the possibility of impairment of long-lived assets, other than goodwill, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include significant underperformance relative to expected historical or projected future cash flows, significant changes in the manner of use of acquired assets or the strategy for the overall business, and significant negative industry events or trends.

Goodwill

Goodwill represents the excess of acquisition cost over the fair value of identifiable finite lived net assets acquired and is not amortized. Goodwill is tested for impairment annually as of October 1, or more frequently if events or changes in circumstances indicate potential impairment. We test for goodwill impairment at the reporting unit level, which aligns with the Company’s segments. We perform a qualitative assessment to determine if a quantitative impairment test is necessary. If quantitative testing is necessary based on a qualitative assessment, we apply a fair value test. This fair value test involves a two-step process. The first step is to compare the carrying value of our net assets to our fair value. If the fair value is determined to be less than the carrying value, a second step is performed to measure the amount of the impairment, if any.

Management has analyzed the impact of the Coronavirus pandemic (“COVID-19”) on its financial statements as of ~~March 31,~~September 30, 2020 and has determined that the changes to its significant judgements and estimates did not have a material impact with respect to goodwill, intangible assets or long-lived assets. However, the ~~Company's~~Company’s future assessment of the magnitude and duration of ~~COVID-19/~~COVID-19 / coronavirus, as well as other factors, could result in material impacts to the Consolidated Financial Statements in future reporting periods.

Operating Leases

We have many retail and office space lease agreements and insignificant equipment lease agreements which are accounted for as operating leases. The real property leases typically are for ~~three-~~three to ~~five-year~~five year terms with many containing options for similar renewal periods. We determine if an arrangement is or contains a lease at inception.

Under ASC 842, we recognize right-of-use (“ROU”) assets and lease liabilities for operating leases. ROU assets and lease liabilities are recognized at commencement date based on the present value of future minimum lease payments over the lease term. For our leased real property asset class, we do not separate lease and non-lease components when determining the amounts of a lease payment. As most of our leases do not provide an implicit rate, we use WCR’s collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.

The lease payment terms may include fixed payment terms and variable payments. Fixed payment terms and variable payments that depend on an index (i.e., Consumer Price Index, or “CPI”) or rate are considered in the determination of the operating lease liabilities. While lease liabilities are not remeasured because of changes to the CPI, changes are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. Variable payments that do not depend on an index or rate are not included in the lease liabilities determination. Rather, these payments are recognized as variable lease expense when incurred. Expenses related to leases with a lease term of one month or less are recognized as variable lease expense when incurred. Variable lease payments are included within operating costs and expenses in our condensed consolidated statement of operations.

Due to the significant assumptions and judgements required in accounting for leases (to include whether a contract contains a lease, whether and at what point the period covered by an option to extend a lease is reasonable certain to be exercised, the allocation of the consideration, and the determination of the discount rate), the judgements and estimates made could have a significant effect on the amount of assets and liabilities recognized.

Results of Operations – Three Months Ended ~~March 31,~~September 30, 2020 Compared to Three Months Ended ~~March 31,~~September 30, 2019

Net income attributable to our common shareholders was ~~$1.90 million, or $0.21 per share (basic and diluted), for the quarter ended March 31, 2020, compared to net income of $1.05~~$1.00 million, or $0.11 per share (basic and diluted), for the quarter ended ~~March 31,~~September 30, 2020, compared to net loss of $(0.05) million, or ($0.01) per share (basic and diluted), for the quarter ended September 30, 2019.

We expect segment operating results and earnings per share to change throughout 2020 due, at least in part, to the seasonality of the Direct to Consumer and Cellular Retail segments, potential mergers and acquisitions activity and the unknown impact of COVID-19.

Following is a discussion of operating results by segment.

The following table provides revenues and net income attributable to WCR common shareholders for the quarters ended ~~March 31,~~September 30, 2020 and ~~March 31,~~September 30, 2019 (in thousands).

Cellular Retail

Direct to Consumer

Consumer Finance

Corporate

Total

Three Months Ended March 31, 2020

Revenue

$
19,533

$
11,599

$
2,466

$
—

$
33,598

% of total revenue

58.1
%

34.5
%

7.4
%

—
%

100.0
%
Net income (loss)

$
1,184

$
1,176

$
225

$
(218
)

$
2,367

Net income attributable to noncontrolling interests

$
463

$
—

$
—

$
—

$
463

Net income (loss) attributable to WCR
common shareholders

$
721

$
1,176

$
225

$
(218
)

$
1,904

Three Months Ended March 31, 2019

Revenue

$
16,501

$
10,941

$
2,516

$
—

$
29,958

% of total revenue

55.1
%

36.5
%

8.4
%

—
%

100.0
%
Net income (loss)

$
571

$
650

$
233

$
(154
)

$
1,300

Net income attributable to noncontrolling interests

$
250

$
—

$
—

$
—

$
250

Net income (loss) attributable to WCR common
shareholders

$
321

$
650

$
233

$
(154
)

$
1,050

	Cellular Retail			Direct to Consumer			Consumer Finance			Corporate			Total
Three Months Ended September 30, 2020
Revenue	$	22,589		$	5,901		$	1,798		$	—		$	30,288
% of total revenue		74.6	%		19.5	%		5.9	%		—	%		100.0	%
Net income (loss)	$	1,717		$	(60	)	$	112		$	(192	)	$	1,577
Net income attributable to noncontrolling interests	$	576		$	—		$	—		$	—		$	576
Net income (loss) attributable to WCR common shareholders	$	1,141		$	(60	)	$	112		$	(192	)	$	1,001

Three Months Ended September 30, 2019
Revenue	$	16,969		$	4,925		$	2,623		$	—		$	24,517
% of total revenue		69.2	%		20.1	%		10.7	%		—	%		100.0	%
Net income (loss)	$	690		$	(610	)	$	279		$	(69	)	$	290
Net income attributable to noncontrolling interests	$	340		$	—		$	—		$	—		$	340
Net income (loss) attributable to WCR common shareholders	$	350		$	(610	)	$	279		$	(69	)	$	(50	)

Cellular Retail

A summary table of the number of Cricket Wireless retail stores we operated during the three months ended ~~March 31,~~September 30, 2020 and ~~March 31,~~September 30, 2019 follows:

	2020			2019			2020		2019
Beginning		222			205			205		201
Acquired/ Launched		7			31			1		2
Closed/Transferred		(8	)		(35	)		—		(9	)
Ending		221			201			206		194

Period over period, net income attributable to shareholders increased from ~~$0.32~~$0.35 million in the comparable prior year quarter to ~~$0.72~~$1.14 million in the current quarter. ~~Our~~Many factors have contributed to this period over period increase, most notably successful Cricket sales promotions, Cricket’s distribution optimization program, our strategic location disposals and additions ~~from the first quarter of 2019 through the current quarter has resulted in a better mix of stores~~ and ~~the~~COVID-19 stimulus contributing to increased ~~operating results attributable to shareholders period over period.~~

Due to the impact of COVID-19 and even though our stores were generally deemed to be “essential businesses”, on March 19, 2020 we began the process of temporarily closing approximately 75 of our retail stores. Cricket Wireless provided supplemental commissions to alleviate the financial strain caused by the closures. Our stores that remained open reduced hours of operations and experienced various levels of decreased activity. As of the date of the filing of this report, approximately 45 of the locations that temporarily closed have re-opened, but with reduced hours of operations.sales.

Direct to Consumer

The Direct to Consumer segment has seasonal sources of revenue and historically experiences a greater proportion of annual revenue and net income in the months of March through May and December due to the seasonal products it sells. For the current quarter, the Direct to Consumer segment had net ~~income~~loss of ~~$1.18~~$(0.06) million compared to net ~~income~~loss of ~~$0.65~~$(0.61) million for the comparable prior year period. Revenues for the three month period ended ~~March 31,~~September 30, 2020 were ~~$11.60~~$5.90 million compared to ~~$10.94~~$4.93 million for the comparable period in 2019. Similar to other online retailers, the Direct to Consumer segment has experienced an increase in demand and on-line sales activity due to COVID-19.

Consumer Finance

A summary table of the number of consumer finance locations we operated during the quarters ended ~~March 31,~~September 30, 2020 and ~~March 31,~~September 30, 2019 follows:

	2020		2019			2020			2019
Beginning		39		41			39			39
Acquired/ Launched		—		—			—			—
Closed		—		(2	)		(1	)		—
Ending		39		39			38			39

Our Consumer Finance segment continues to struggle due to COVID-19 and industry trends with our lending volume down period over period. Consumer Finance segment revenues decreased ~~$0.05~~$0.82 million, or ~~2.0%~~31.5%, for the quarter ended ~~March 31,~~September 30, 2020 compared to the quarter ended ~~March 31,~~September 30, 2019. This segment and the industry continues to experience declines in loan and check cashing ~~activity.~~ activity due to industry regulation and trends and COVID-19. On November 3, 2020, Nebraska voters passed a ballot initiative that limits all fees charged by payday lenders in Nebraska to an annual interest rate of 36%. This initiative will cause us to close our Nebraska payday lending operations which we expect to have completed by mid-December 2020. The loss of Nebraska operations will have a significant impact on this segment’s contributions to shareholder earnings.

Corporate

Net costs related to our Corporate segment were $0.19 million for the quarter ended September 30, 2020 compared to $0.07 million for the quarter ended September 30, 2019. The period over period increase in net costs is primarily due to a decrease in income from investments.

Results of Operations – Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

Net income attributable to our common shareholders was $7.52 million, or $0.82 per share (basic and diluted), for the nine month period ended September 30, 2020, compared to net income of $2.13 million, or $0.23 per share (basic and diluted), for the nine month period ended September 30, 2019.

Following is a discussion of operating results by segment.

The following table provides revenues and net income attributable to WCR common shareholders for the nine month period ended September 30, 2020 and September 30, 2019 (in thousands).

	Cellular Retail			Direct to Consumer			Consumer Finance			Corporate			Total
Nine Months Ended September 30, 2020
Revenue	$	63,609		$	33,841		$	6,008		$	—		$	103,458
% of total revenue		61.5	%		32.7	%		5.8	%		—	%		100.0	%
Net income (loss)	$	4,435		$	4,672		$	478		$	(574	)	$	9,011
Net income attributable to noncontrolling interests	$	1,492		$	—		$	—		$	—		$	1,492
Net income (loss) attributable to WCR common shareholders	$	2,943		$	4,672		$	478		$	(574	)	$	7,519

Nine Months Ended September 30, 2019
Revenue	$	49,753		$	27,339		$	7,540		$	—		$	84,632
% of total revenue		58.8	%		32.3	%		8.9	%		—	%		100.0	%
Net income (loss)	$	1,702		$	733		$	741		$	(207	)	$	2,969
Net income attributable to noncontrolling interests	$	837		$	—		$	—		$	—		$	837
Net income (loss) attributable to WCR common shareholders	$	865		$	733		$	741		$	(207	)	$	2,132

Cellular Retail

A summary table of the number of Cricket Wireless retail stores we operated during the nine months ended September 30, 2020 and September 30, 2019 follows:

	2020			2019
Beginning		222			205
Acquired/ Launched		20			33
Closed/Transferred		(36	)		(44	)
Ending		206			194

Period over period, net income attributable to shareholders increased from $0.87 million in the nine month period ended September 30, 2019 to $2.94 million for the nine month period ended September 30, 2020. Significantly contributing to the increase was $1.53 million of supplemental compensation from Cricket Wireless provided to alleviate the financial strain caused by COVID-19 and temporary closure of 75 of our stores. Our strategic location disposals and additions from the first quarter of 2019 through the current quarter has resulted in a better mix of stores and contributed to the increased operating results attributable to shareholders period over period.

In ~~addition,~~September 2020, we permanently closed the 22 remaining un-opened stores and five others. We recorded a loss of $0.67 million due to the closures.

Direct to Consumer

The Direct to Consumer segment has seasonal sources of revenue and historically experiences a greater proportion of annual revenue and net income in the months of March through May and December due to the seasonal products it sells. For the nine month period ended September 30, 2020, the Direct to Consumer segment had net income of $4.67 million compared to net income of $0.73 million for the comparable nine month period prior year. Revenues for the nine month period ended September 30, 2020 were $33.84 million compared to $27.34 million for the comparable period in 2019. Similar to other online retailers, the Direct to Consumer segment has experienced an increase in demand and on-line sales activity due to COVID-19.

Consumer Finance

A summary table of the number of consumer finance locations we operated during the nine month periods ended September 30, 2020 and September 30, 2019 follows:

	2020			2019
Beginning		39			41
Acquired/ Launched		—			—
Closed		(1	)		(2	)
Ending		38			39

Our Consumer Finance segment revenues decreased $1.53 million, or 20.3%, for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. This segment and the industry continues to experience declines in loan and check cashing activity due to industry regulation and trends and COVID-19. In the later part of March 2020, the segment began to experience a larger than normal decline in lending activity due to COVID-19.

Corporate

Net costs related to our Corporate segment were ~~$0.22~~$0.57 million for the ~~quarter~~nine month period ended ~~March 31,~~September 30, 2020 compared to ~~$0.15~~$0.21 million for the ~~quarter~~nine month period ended ~~March 31,~~September 30, 2019. The period over period increase in net costs is primarily due to a decrease in investment ~~income and an increase in compensation costs.~~income.

Consolidated Income Tax Expense

Provision for income tax expense for the ~~quarter~~nine months ended ~~March 31,~~September 30, 2020 was ~~$0.59~~$2.40 million compared to ~~$0.34~~$0.68 million for the ~~quarter~~nine months ended ~~March 31,~~September 30, 2019 for an effective rate of ~~20.0%~~21.0% and ~~20.9%~~18.7%, respectively. The effective tax rate ~~while consistent,~~ is lower than the federal plus state ~~effective~~statutory rates and increased period over period due to impact of the noncontrolling ~~interest~~interests’ share of ~~positive~~ net income not subject to income tax at the consolidated group level.

Liquidity and Capital Resources

Summary cash flow data is as follows:

	Three Months Ended March 31,						Nine Months Ended September 30,
	2020			2019			2020			2019
Cash flows provided (used) by:
Operating activities	$	2,347,273		$	306,557		$	9,445,419		$	731,340
Investing activities		(7,602,089	)		(3,389,583	)		(2,445,224	)		7,143,113
Financing activities		(525,483	)		(753,516	)		(5,378,030	)		(2,595,102	)
Net decrease in cash and cash equivalents		(5,780,299	)		(3,836,542	)
Net increase in cash and cash equivalents								1,622,165			5,279,351
Cash and cash equivalents, beginning of period		27,132,540			16,724,983			27,132,540			16,724,983
Cash and cash equivalents, end of period	$	21,352,241		$	12,888,441		$	28,754,705		$	22,004,334

At ~~March 31,~~September 30, 2020, we had cash and cash equivalents of ~~$21.35~~$28.75 million compared to cash and cash equivalents of ~~$12.89~~$22.00 million on ~~March 31,~~September 30, 2019, the increase coming ~~primarily~~ from ~~converting investments~~cash flows provided by operating activities and from the receipt of $3,367,940 in October 2019, the scheduled release of the remaining 50% of the funds held in escrow relating to ~~cash and cash equivalents as noted above.~~the 2017 sale of our Franchise segment, together with interest earned. 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~~September of 2021. Our expected short-term uses of available cash include the funding of operating activities, ~~and~~ the payment of ~~dividends.~~dividends and distributions to the noncontrolling interests.

In addition to cash and cash equivalents, at ~~March 31,~~September 30, 2020, we had ~~$11.32~~$18.08 million invested in certificates of deposit (limited to $250,000 per financial institution per entity). This is an increase of $1.82 million over our investment holdings at December 31, 2019 and ~~$12.20 million in short-term T-Bills or Notes.~~a result of investing excess cash and cash equivalents.

At ~~March 31,~~September 30, 2020, ~~our~~we had no outstanding debt and capital lease obligations ~~were $1.07 million~~ compared to $1.09 million at December 31, 2019.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of ~~March 31,~~September 30, 2020.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.

We utilize the Committee of Sponsoring Organization’s Internal Control – Integrated Framework, 2013 version, for the design, implementation and assessment of the effectiveness of our disclosure controls and procedures and internal control over financial reporting.

As of ~~March 31,~~September 30, 2020, our Chief Executive Officer and Chief Financial Officer carried out an assessment of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934. Based on this assessment, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures are effective as of ~~March 31, 2020.~~September 30, 2020.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the fiscal year covered by this report that materially affected, or were reasonably likely to materially affect, such controls.

PART II. OTHER INFORMATION

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

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

The following table provides information about purchases of Western Capital Resources, Inc. common stock by us during the three months ended ~~March 31,~~September 30, 2020.

Share Repurchases

Period Beginning

Period
Ending

Total Number of Shares Purchased

Average Price Paid Per Share

Total Number of Shares Purchased as Part of Board Approved Plans or Programs

Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program ⁽¹⁾

January 1, 2020

January 31, 2020

—

$
—

—

$
476,900

February 1, 2020

February 29, 2020

—

$
—

—

$
476,900

March 1, 2020

March 31, 2020

—

$
—

—

$
1,476,900

—

—

Share Repurchases
Period Beginning	Period Ending	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Board Approved Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program ⁽¹⁾
July 1, 2020	July 31, 2020		—	$	—		—	$	929,700
August 1, 2020	August 31, 2020		200	$	6.00		200	$	928,500
September 1, 2020	September 30, 2020		280,873	$	6.00		280,873	$	1,243,300
			281,073				281,073

(1)

~~(1)~~

On September 13, 2018, our Board of Directors authorized a share repurchase program under which we may repurchase up to $1 million of common stock. Repurchases may be made from time to time on the open market or through privately negotiated transactions


		In ~~March~~February and September 2020, our Board of Directors amended the repurchase program, increasing the amount of share repurchases authorized from $1 million to $2 ~~million.~~million and $2 million to $4 million, respectively.

Item 6. Exhibits

Exhibit		Description
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

101.INS		XBRL Instance Document (filed herewith).

101.SCH		XBRL Schema Document (filed herewith).

101.CAL		XBRL Calculation Linkbase Document (filed herewith).

101.DEF		XBRL Definition Linkbase Document (filed herewith).

101.LAB		XBRL Label Linkbase Document (filed herewith).

101.PRE		XBRL Presentation Linkbase Document (filed herewith).

SIGNATURES

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

Dated: ~~May 15,~~November 13, 2020	Western Capital Resources, Inc.
	(Registrant)

	By:	/s/ John Quandahl
		John Quandahl
		Chief Executive Officer and Chief Operating Officer

	By:	/s/ Angel Donchev
		Angel Donchev
		Chief Financial Officer

Delaware		47-0848102
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Large accelerated filer ☐	Accelerated filer ☐	Emerging growth company ☐

Non-accelerated filer ☑	Smaller reporting company ☑

		Page
PART I. FINANCIAL INFORMATION		3
Item 1. Financial Statements		3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15

Item 4. Controls and Procedures		19

PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		20 21

Item 6. Exhibits		21 22

SIGNATURES		23

	March 31, 2020		December 31, 2019
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	21,352,241	$	27,132,540
Short-term investments		22,511,712		14,756,665
Loans receivable (net of allowance for losses of $662,000 and $673,000, respectively)		2,738,020		3,860,411
Accounts receivable (net of allowance for losses of $90,000 and $13,000, respectively)		2,271,517		517,476
Inventories (net of allowance of $864,000 and $1,065,000, respectively)		8,817,697		8,330,691
Prepaid expenses and other		2,936,085		2,679,859
TOTAL CURRENT ASSETS		60,627,272		57,277,642

INVESTMENTS		1,000,000		1,500,000

PROPERTY AND EQUIPMENT, net		9,457,967		9,725,043

OPERATING LEASE RIGHT-OF-USE ASSETS		12,187,708		12,344,894

INTANGIBLE ASSETS, net		3,961,873		4,041,650

LOAN RECEIVABLE		703,745		694,987

OTHER		571,131		525,884

GOODWILL		5,796,528		5,796,528

TOTAL ASSETS	$	94,306,224	$	91,906,628

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Accounts payable	$	8,744,760	$	7,710,222
Accrued payroll		1,942,602		2,572,331
Current portion operating lease liabilities		5,049,025		5,079,745
Other current liabilities		1,169,524		1,276,613
Income taxes payables		844,774		243,149
Current portion notes payable		66,362		65,414
Current portion finance lease obligations		—		1,161
Contract liabilities		627,149		794,830
TOTAL CURRENT LIABILITIES		18,444,196		17,743,465

LONG-TERM LIABILITIES
Notes payable, net of current portion		1,002,856		1,019,837
Operating lease liabilities, net of current portion		7,308,021		7,444,789
Deferred income taxes		379,000		385,000
TOTAL LONG-TERM LIABILITIES		8,689,877		8,849,626

TOTAL LIABILITIES		27,134,073		26,593,091

COMMITMENTS AND CONTINGENCIES (Note 14)		—		—

EQUITY

WESTERN SHAREHOLDERS’ EQUITY
Common stock, $0.0001 par value, 12,500,000 shares authorized, 9,265,778 shares issued and outstanding as of March 31, 2020 and December 31, 2019		927		927
Additional paid-in capital		29,031,741		29,031,741
Retained earnings		35,147,081		33,706,035
TOTAL WESTERN SHAREHOLDERS’ EQUITY		64,179,749		62,738,703

NONCONTROLLING INTERESTS		2,992,402		2,574,834

TOTAL EQUITY		67,172,151		65,313,537

TOTAL LIABILITIES AND EQUITY	$	94,306,224	$	91,906,628

	Operating Leases
Remainder of 2020	$	4,381
2021		4,338
2022		2,781
2023		1,307
2024		645
2025		94
Thereafter		28
Total future minimum lease payments		13,574
Less: imputed interest		(1,217	)
Total	$	12,357
Current portion operating lease liabilities	$	5,049
Non-Current operating lease liabilities		7,308
Total	$	12,357

Share Repurchases
Period Beginning	Period Ending	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Board Approved Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program ⁽¹⁾
January 1, 2020	January 31, 2020		—	$	—		—	$	476,900
February 1, 2020	February 29, 2020		—	$	—		—	$	476,900
March 1, 2020	March 31, 2020		—	$	—		—	$	1,476,900
			—				—