Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 31, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Entity File Number | 001-39445 | |
Entity Registrant Name | MSP Recovery, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-4117825 | |
Entity Address State Or Province | FL | |
Entity Address, City or Town | Coral Gables | |
Entity Address, Postal Zip Code | 33134 | |
City Area Code | 305 | |
Local Phone Number | 614-2222 | |
Entity Address, Address Line One | 2710 Le Jeune Road | |
Entity Address, Address Line Two | Floor 10 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | false | |
Entity Central Index Key | 0001802450 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 66,142,649 | |
Class A Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | MSPR | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants Each Whole Warrant Exercisable For One Share Of Class A Common Stock At An Exercise Price Of 11.50 Per Share [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | MSPRW | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants Each Whole Warrant Exercisable For One Share Of Class A Common Stock At An Exercise Price Of 0.0001 Per Share [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $0.0001 per share | |
Trading Symbol | MSPRZ | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 25,045 | $ 1,664 | |
Restricted cash | 11,420 | ||
Accounts receivable | 901 | ||
Affiliate receivable | [1] | 2,111 | 4,070 |
Indemnification asset | [1] | 719,413 | |
Prepaid expenses and other current assets | [1] | 36,890 | 13,304 |
Total current assets | 795,780 | 19,038 | |
Property, plant and equipment, net | 950 | 750 | |
Deferred tax asset | 857 | ||
Intangible assets, net | 2,095,735 | 84,218 | |
Investment in rights to claim recovery cash flows | 3,673,610 | ||
Total assets | 6,566,932 | 104,006 | |
Current liabilities: | |||
Accounts payable | 29,575 | 4,609 | |
Affiliate payable | [1] | 20,202 | 45,252 |
Commission payable | 476 | 465 | |
Deferred service fee income | 249 | 249 | |
Derivative Liability | 9,003 | ||
Warrant Liability | 9,708 | ||
Guaranty obligation | 719,413 | ||
Other current liabilities | 11,057 | 3,489 | |
Total current liabilities | 799,683 | 54,064 | |
Claims financing obligation & notes payable | [1] | 111,395 | 106,805 |
Loan from related parties | [1] | 125,759 | |
Interest payable | 111,324 | 94,545 | |
Total liabilities | 1,148,161 | 255,414 | |
Commitments and Contingencies | |||
Class A common stock subject to possible redemption, 1,129,589 shares at redemption value as of June 30, 2022. | 2,417 | ||
Stockholders' Equity (Deficit): | |||
Additional paid-in capital | 187,269 | ||
Members' equity | (155,756) | ||
Accumulated deficit | (23,074) | ||
Total Stockholders' Equity (Deficit) | 164,517 | (155,756) | |
Non-controlling interest | 5,251,837 | 4,348 | |
Total equity | 5,416,354 | (151,408) | |
Total liabilities and equity | 6,566,932 | $ 104,006 | |
Class A Common Stock [Member] | |||
Stockholders' Equity (Deficit): | |||
Common stock | 7 | ||
Class V Common Stock [Member] | |||
Stockholders' Equity (Deficit): | |||
Common stock | $ 315 | ||
[1] As of June 30, 2022 and December 31, 2021, the total affiliate receivable, indemnification asset, affiliate payable and loan from related parties balances are with related parties. In addition, the prepaid expenses and other current assets and claims financings obligation and notes payable includes balances with related parties. See Note 13, Related Party, for further details. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) | Jun. 30, 2022 $ / shares shares |
Class A common stock subject to possible redemption, shares | 1,129,589 |
Class A Common Stock [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 5,500,000,000 |
Common stock, shares issued | 66,051,029 |
Common stock, shares outstanding | 66,051,029 |
Class V Common Stock [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 3,250,000,000 |
Common stock, shares issued | 3,154,473,292 |
Common stock, shares outstanding | 3,154,473,292 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||||
Claims recovery income | $ 1,319 | $ 1,428 | $ 15 | ||||
Claims recovery service income | [1] | 3,971 | $ 3,360 | 12,047 | 6,774 | ||
Total Claims Recovery | 5,290 | 3,360 | 13,475 | 6,789 | |||
Operating expenses | |||||||
Cost of claim recoveries | [2] | 694 | 701 | 8 | |||
Claims amortization expense | 23,818 | 36 | 26,535 | 67 | |||
General and administrative | [3] | 5,982 | 2,723 | 10,428 | 5,336 | ||
Professional fees | 3,118 | 1,970 | 5,056 | 3,067 | |||
Professional fees - legal | [4] | 23,765 | 8 | 26,237 | 30 | ||
Depreciation and amortization | 72 | 135 | 151 | 167 | |||
Total operating expenses | 57,449 | 4,872 | 69,108 | 8,675 | |||
Operating Loss | (52,159) | (1,512) | (55,633) | (1,886) | |||
Interest expense | (10,977) | (6,667) | (21,392) | (12,589) | |||
Other (expense) income, net | 39 | 899 | 37 | 1,323 | |||
Change in fair value of warrant and derivative liabilities | (14,353) | (14,353) | |||||
Net loss before provision for income taxes | (77,450) | (7,280) | (91,341) | (13,152) | |||
Provision for income tax benefit (expense) | 326 | 326 | |||||
Net loss | (77,124) | (7,280) | (91,015) | [5] | (13,152) | [5] | |
Less: Net (income) loss attributable to non-controlling members | 75,836 | 89,727 | |||||
Net loss attributable to controlling members | $ (1,288) | $ (7,280) | $ (1,288) | $ (13,152) | |||
Class A Common Stock [Member] | |||||||
Operating expenses | |||||||
Weighted average shares outstanding, basic | [6] | 13,607,255 | 13,607,255 | ||||
Weighted average shares outstanding, diluted | [6] | 13,607,255 | 13,607,255 | ||||
Basic net income per common share | [6] | $ (0.09) | $ (0.09) | ||||
Diluted net income per common share | [6] | $ (0.09) | $ (0.09) | ||||
[1] For the three and six months ended June 30, 2022 and 2021, claims recovery service income included $ 3.2 million and $ 10.6 million , respectively, and $ 2.6 million and $ 5.3 million , respectively, of claims recovery service income from VRM MSP Recovery Partners LLC (“VRM”). See Note 13, Related Party, for further details. For the three and six months ended June 30, 2022, cost of claim recoveries in cluded $ 231 thousand and $ 271 thousand , respectively, of related party expenses. This relates to contingent legal expenses earned from claims recovery income pursuant to legal service agreements with the La Ley con John H. Ruiz P.A., d/b/a MSP Recovery Law Firm (the "Law Firm"). See Note 13, Related Party, for further details. For the three and six months ended June 30, 2021 , there were no expenses related to contingent legal expenses. For the three and six months ended June 30, 2022 and 2021, general and administrative expenses included $ 156 thousand and $ 250 thousand , respectively, and $ 19 thousand and $ 19 thousand , respectively, of related party expenses. See Note 13, Related Party, for further details. For the three and six months ended June 30, 2022 and 2021, professional fees - legal included $ 0.0 million and $ 0.3 million , respectively, $ 5 thousand and $ 8 thousand, respectively, of related party expenses related to the Law Firm. See Note 13, Related Party, for further details. Balances include related party transactions. See Note 13, Related Party , for further details. Earnings per share information has not been presented for periods prior to the Business Combination (as defined in Note 1), as it resulted in values that would not be meaningful to the users of these unaudited condensed consolidated financial statements. Refer to Note 15 for further information. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | ||
Claims recovery service income | [1] | $ 3,360 | $ 6,774 |
Related party legal expense | 0 | 0 | |
General and Administrative Expense [Member] | |||
Related party expenses | 19 | 19 | |
VRM [Member] | |||
Claims recovery service income | 2,600 | 5,300 | |
MSP Recovery Law Firm [Member] | Professional Fees - Legal [Member] | |||
Related party expenses | $ 5 | $ 8 | |
[1] For the three and six months ended June 30, 2022 and 2021, claims recovery service income included $ 3.2 million and $ 10.6 million , respectively, and $ 2.6 million and $ 5.3 million , respectively, of claims recovery service income from VRM MSP Recovery Partners LLC (“VRM”). See Note 13, Related Party, for further details. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Recapitalization Transaction [Member] | Common Stock [Member] Class A Common Stock [Member] | Common Stock [Member] Class A Common Stock [Member] Recapitalization Transaction [Member] | Common Stock [Member] Class V Stock [Member] | Common Stock [Member] Class V Stock [Member] Recapitalization Transaction [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Recapitalization Transaction [Member] | Members' Deficit [Member] | Members' Deficit [Member] Recapitalization Transaction [Member] | Accumulated Deficit [Member] | Non- Controlling Interests [Member] | Non- Controlling Interests [Member] Recapitalization Transaction [Member] | ||
Balance at beginning of period at Dec. 31, 2020 | $ (115,847) | $ (120,179) | $ 4,332 | ||||||||||||
Contributions prior to recapitalization transaction | 227 | 227 | |||||||||||||
Distributions prior to recapitalization transaction | (530) | (530) | |||||||||||||
Net loss | (13,152) | [1] | (13,152) | ||||||||||||
Balance at end of period at Jun. 30, 2021 | (129,302) | (133,634) | 4,332 | ||||||||||||
Balance at beginning of period at Mar. 31, 2021 | (121,764) | (126,096) | 4,332 | ||||||||||||
Contributions prior to recapitalization transaction | 1 | 1 | |||||||||||||
Distributions prior to recapitalization transaction | (259) | (259) | |||||||||||||
Net loss | (7,280) | (7,280) | |||||||||||||
Balance at end of period at Jun. 30, 2021 | (129,302) | (133,634) | 4,332 | ||||||||||||
Balance at beginning of period at Dec. 31, 2021 | (151,408) | $ 5,640,353 | $ 1 | $ 315 | $ 48,773 | (155,756) | $ 184,528 | 4,348 | $ 5,406,736 | ||||||
Balance at beginning of period, shares at Dec. 31, 2021 | 7,582,668 | 3,154,473,292 | |||||||||||||
Contributions prior to recapitalization transaction | 15 | 15 | |||||||||||||
Distributions prior to recapitalization transaction | (147) | (147) | |||||||||||||
Net loss prior to recapitalization transaction | (28,640) | (28,640) | |||||||||||||
Opening net assets of Lionheart II Holdings, LLC acquired | (21,786) | $ (21,786) | |||||||||||||
Adjustment for value of derivative on temporary equity | 9,003 | $ 9,003 | |||||||||||||
Conversion of Warrants | 8,177 | $ 1 | 20,462 | (12,287) | |||||||||||
Conversion of Warrants, shares | 7,202,022 | ||||||||||||||
Class A Issuances | 23,164 | $ 5 | 109,031 | (85,872) | |||||||||||
Class A Issuances, shares | 51,266,339 | ||||||||||||||
Net loss | [1] | (91,015) | |||||||||||||
Net loss subsequent to recapitalization transaction | (62,376) | (1,288) | (61,088) | ||||||||||||
Balance at end of period, shares at Jun. 30, 2022 | 66,051,029 | 3,154,473,292 | |||||||||||||
Balance at end of period at Jun. 30, 2022 | 5,416,354 | $ 7 | $ 315 | 187,269 | (23,074) | 5,251,837 | |||||||||
Balance at beginning of period at Mar. 31, 2022 | (165,401) | $ 5,640,353 | $ 1 | $ 315 | $ 48,773 | (169,749) | $ 184,528 | 4,348 | $ 5,406,736 | ||||||
Balance at beginning of period, shares at Mar. 31, 2022 | 7,582,668 | 3,154,473,292 | |||||||||||||
Contributions prior to recapitalization transaction | 15 | 15 | |||||||||||||
Distributions prior to recapitalization transaction | (45) | (45) | |||||||||||||
Net loss prior to recapitalization transaction | (14,749) | $ (14,749) | |||||||||||||
Opening net assets of Lionheart II Holdings, LLC acquired | (21,786) | (21,786) | |||||||||||||
Adjustment for value of derivative on temporary equity | 9,003 | 9,003 | |||||||||||||
Conversion of Warrants | 8,177 | $ 1 | 20,462 | (12,287) | |||||||||||
Conversion of Warrants, shares | 7,202,022 | ||||||||||||||
Class A Issuances | 23,164 | $ 5 | 109,031 | (85,872) | |||||||||||
Class A Issuances, shares | 51,266,339 | ||||||||||||||
Net loss | (77,124) | ||||||||||||||
Net loss subsequent to recapitalization transaction | (62,376) | (1,288) | (61,088) | ||||||||||||
Balance at end of period, shares at Jun. 30, 2022 | 66,051,029 | 3,154,473,292 | |||||||||||||
Balance at end of period at Jun. 30, 2022 | $ 5,416,354 | $ 7 | $ 315 | $ 187,269 | $ (23,074) | $ 5,251,837 | |||||||||
[1] Balances include related party transactions. See Note 13, Related Party , for further details. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Cash flows from operating activities: | |||
Net loss (1) | [1] | $ (91,015) | $ (13,152) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 151 | 167 | |
Claims amortization expense | 26,535 | 67 | |
Paid-in-Kind Interest | 21,369 | 12,577 | |
Change in fair value of derivatives | 9,003 | ||
Deferred income taxes | (857) | ||
Share based compensation | 20,055 | ||
Change in fair value of warrant liability | 5,350 | ||
PPP loan forgiveness | (958) | ||
Realized gain on equity securities | (335) | ||
Unrealized losses on investments—short position | (114) | ||
Change in operating assets and liabilities: | |||
Accounts receivable | (901) | ||
Affiliate receivable | [1] | 1,959 | (1,173) |
Affiliate payable | [1] | (25,050) | (112) |
Prepaid expenses and other assets | (36,838) | (4,129) | |
Commission payable | 10 | ||
Accounts payable and accrued liabilities | 9,317 | 1,215 | |
Deferred service fee income | (249) | ||
Net cash used in operating activities | (60,912) | (6,196) | |
Cash flows from investing activities: | |||
Additions to property, plant, and equipment | (315) | (323) | |
Additions to intangible assets | (2,700) | ||
Proceeds from sale of equity securities | 2,577 | ||
Purchases of equity securities | (4,056) | ||
Purchase of securities to cover short position | (1,770) | ||
Net cash used in investing activities | (3,015) | (3,572) | |
Cash flows from financing activities: | |||
Proceeds from Business Combination | 12,009 | ||
Transaction costs incurrred for the Business Combination | (49,638) | ||
Proceeds from related party loan | [1] | 125,759 | |
Issuance of common stock | 8,181 | ||
Issuance of temporary equity | 2,417 | ||
Contributions from members | 227 | ||
Distributions to members | (530) | ||
Net cash provided by (used in) financing activities | 98,728 | (303) | |
Increase (decrease) in cash and cash equivalents and restricted cash | 34,801 | (10,071) | |
Cash and cash equivalents and restricted cash at beginning of year | 1,664 | 11,879 | |
Cash and cash equivalents and restricted cash at end of period | 36,465 | 1,808 | |
Supplemental disclosure of non-cash investing and financing activities: | |||
Purchase of intangible asset financed by note payable | 500 | ||
Purchase of intangible asset through issuance of Class A common stokc | 10,000 | ||
Payment of professional fees through issuance of Class A common stock | 611 | ||
Transaction costs incurred included in accounts payable and accrued liabilities | $ 29,692 | ||
Cash paid during the period for: | |||
Interest | $ 12 | ||
[1] Balances include related party transactions. See Note 13, Related Party , for further details. |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1. DESCRIPTION OF BUSINESS On May 23, 2022 (the “Closing Date”), MSP Recovery, Inc., a Delaware corporation (formerly known as Lionheart Acquisition Corporation II (“LCAP,” the “Company,” or “MSP”) consummated the previously announced business combination pursuant to that certain Membership Interest Purchase Agreement, dated as of July 11, 2021 (as amended, the “MIPA”), by and among the Company, Lionheart II Holdings, LLC, a wholly owned subsidiary of the Company, MSP Recovery, LLC and combined and consolidated subsidiaries ("Legacy MSP"), the members of Legacy MSP (the “Members”), and John H. Ruiz, in his capacity as the representative of the Members (the “Members’ Representative”). Pursuant to the MIPA, the Members sold and assigned all of their membership interests in Legacy MSP to the Company in exchange for non-economic voting shares of Class V common stock, par value $ 0.0001 , of the Company (“Class V Common Stock”) and non-voting economic Class B Units of the Company (“Class B Units,” and each pair consisting of one share of Class V Common Stock and one Class B Unit, an “Up-C Unit”) (such transaction, the “Business Combination”). The Up-C Units are convertible into Class A Common Stock of the Company at the discretion of holder of the Up-C Unit. See Note 3, Business Combination for details. Subsequent to the Closing Date, the Company's sole asset is its equity interest in MSP Recovery, LLC. The Company is the managing member and therefore consolidates Legacy MSP. Legacy MSP was organized in 2014 as a Medicaid and Medicare Secondary Pay Act recovery specialist. The Company utilizes its proprietary internal data analytics platform to review health claims assigned by secondary payers such as Health Plans, Management Service Organizations (“MSO”), providers of medical services and Independent Physicians Associations. This platform allows the Company to identify claims cost recovery rights with potential recovery paths where claims either should not have been paid by the secondary payers or should have been reimbursed by third-party entities. MSP seeks the assignment of recovery rights from secondary payers by acquiring the recovery rights to claims from secondary payers via Claims Cost Recovery Agreements (“CCRAs”). Prior to executing a CCRA, the Company utilizes its proprietary internal data analytics platform to review the set of claims and identify claims with probable recovery paths. MSP’s assets are these irrevocable assignments of health claims recovery rights that are automatic, all-encompassing and superior to other interests supported by Federal and State laws and regulations. MSP’s operations are primarily conducted in the U.S. and Puerto Rico. Investment Capacity Agreement On September 27, 2021, the Company entered into an Investment Capacity Agreement (the “ICA”) providing for potential future transactions regarding select healthcare claims recovery interests with its investment partner, Virage Capital Management LP (“Virage”), which transactions may include the sale of claims by MSP. The ICA provides that the maximum value of such claims will be $ 3 billion. When the Company takes an assignment, the Company takes an assignment of the entire recovery but often has a contractual obligation to pay the assignor 50% of any recoveries. This 50 % interest typically is retained by the assignor (the “Retained Interest”), although in some cases, the Company has acquired all of the recoveries, and the applicable assignor has not kept any Retained Interest. The Retained Interest is not an asset of the Company, but an obligation to pay these assignors, with the Company keeping the other 50 % interest of any recoveries. Virage’s funding in connection with future transactions generally will be used to purchase Retained Interests from existing assignors or new MSP assignors, although its funds can also be used to buy 50% of the recoveries from the Company, in the event the applicable assignor did not retain any Retained Interest. In connection with transactions consummated under the ICA, the Company may receive certain fees, including a finder's fee for identifying the recoveries and a servicing fee for servicing the claims. Pursuant to the ICA, the Company will assist Virage in acquiring these Retained Interests for a cash price. Virage will be paid the recovery generated from the purchased Retained Interests when received through litigation or settlements. The ICA is separate and distinct from Virage’s equity investment in the Company. LifeWallet On January 10, 2022, the Company announced the launch of LifeWallet LLC (“LifeWallet”). LifeWallet is being designed to help first responders and healthcare providers quickly and easily access patient medical histories. LifeWallet is part of MSP Recovery’s Chase to Pay platform, providing real-time analytics at the point of care, helping identify the primary insurer, assisting providers in receiving reasonable and customary rates for accident-related treatment, shortening the Company's collection time frame, and increasing revenue visibility and predictability. The Company absorbed part of the technology behind LifeWallet through an employment agreement with the developer of the technology. As such as of June 30, 2022, the Company's investment related to LifeWallet included in the condensed consolidated balance sheets was limited to activity and expenses incurred during the six months ended June 30, 2022. Through the d ate the financial statements were issued, LifeWallet has committed to advertising costs within the next 12 months of approximately $ 2.2 million. Committed Equity Facility On May 17, 2022, the Company entered into a Company Common Stock Purchase Agreement (the “Purchase Agreement”) with an affiliate of Cantor Fitzgerald (“CF” ). Pursuant to the Purchase Agreement, after the closing of the Business Combination, the Company will have the right to sell to CF from time to time at its option up to $ 1 billion in Class A common stock shares, subject to the terms, conditions and limitations set forth in the Purchase Agreement. Sales of the shares of the Company’s common stock to CF under the Purchase Agreement, and the timing of any such sales, will be determined by the Company from time to time in its sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of the common stock, as well as determinations by the Company about the use of proceeds of such common stock sales. The net proceeds from any such sales under the Purchase Agreement will depend on the frequency with, and the price at, which the shares of common stock are sold to CF. Upon the initial satisfaction of the conditions to CF’s obligation to purchase shares of common stock set forth under the Purchase Agreement, including the completion of due diligence activities and registering shares through an S-1 filing, the Company will have the right, but not the obligation, from time to time, at its sole discretion and on the terms and subject to the limitations contained in the Purchase Agreement, until no later than the first day of the month following the 36 month anniversary of the date that the registration statement of the shares is declared effective, to direct CF to purchase up to a specified maximum amount of common stock as set forth in the Purchase Agreement by delivering written notice to CF prior to the commencement of trading on any trading day. The purchase price of the common stock that the Company elects to sell to CF pursuant to the Purchase Agreement will be 98 % of the volume-weighted average price of the common stock during the applicable purchase date on which the Company has timely delivered a written notice to CF, directing it to purchase common stock under the Purchase Agreement. Assignment and Sale of Proceeds Agreement On June 30, 2022, the Company entered into an Assignment and Sale of Proceeds Agreement (the “Assignment Agreement”) and a Recovery Services Agreement (the “Services Agreement” and collectively, the “Agreements”) with the Prudent Group (“Prudent”) in order to monetize up to $ 250 million of the value of the Company’s net recovery interest in claim demand letters that the Company has commenced sending to insurers who admitted they had primary payer responsibility for the underlying accidents to the federal government (“MSPR’s Net Recovery Proceeds”). Pursuant to the Agreements, at the Company’s sole and absolute discretion, the Company has the right to direct Prudent to acquire, on a non-recourse basis, a percentage of MSPR’s Net Recovery Proceeds, up to an aggregate of $ 250 million, at a purchase price of 90 % of MSPR's Net Recovery Proceeds of such claim. Under the Services Agreement, the Company will service and recover on the demand letters and will retain any revenues generated in excess of the amount received from Prudent, plus up to an 18 % annual return on the amount Prudent paid for MSPR’s Net Recovery Proceeds. Prudent may terminate the Services Agreement upon sixty (60) days prior written notice to the Company. The Company anticipates the first close to be approximately $ 10 million and to be finalized in the third quarter of 2022. Liquidity As an early stage growth company, the Company has incurred substantial net losses since inception. Our liquidity will depend on our ability to generate substantial claims recovery income and claims recovery services income in the near future. Our principal liquidity needs have been, and will continue to be, capital expenditures, working capital and claims financing obligation. Our capital expenditures support investments in our underlying infrastructure to enhance our solutions and technology for future growth. We expect our capital expenditures to increase primarily due to investments in our technology stack. Our strategy includes the expansion of our existing solutions and the development of new solutions, which will require cash expenditures over the next several years and the Company anticipates will be funded primarily by cash provided by operating activities and financing activities through resources noted below. We also expect our operating expenses to increase as we hire additional employees to support to the claim recovery team. We expect these investments to be a key driver of our long-term growth and competitiveness but to negatively impact our free cash flow. nt, Prudent Assignment Agreement and the ICA, as noted above. Additionally, on June 16, 2022, the Company executed a promissory note with John H. Ruiz and Frank C. Quesada, the Company’s Chief Executive Officer and director and Chief Legal Officer and director, respectively, to provide operating cash to the Company. The aggregate principal amount was $ 112.8 million and bears interest at an annual rate of 4 %, which is payable in kind. The promissory note matures on the four year anniversary of issuance. A portion of the proceeds under the MSP Principal Promissory Note in an amount equal to $ 36.5 million was advanced to MSP Recovery Law Firm, an affiliate of certain Members (the “Law Firm”) for certain operating expenses as contemplated by the Legal Services Agreement. Actual results, including sources and uses of cash, may differ from our current estimates due to the inherent uncertainty involved in making those estimates and any such differences may impact the Company’s ability to continue as a going concern in the future. |
Basis of Presentaton and Summar
Basis of Presentaton and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATON AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation Basis of presentation These statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, in accordance with those rules and regulations do not include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the unaudited condensed consolidated interim financial statements (the “Financial Statements”) reflect all adjustments, which consist only of normal recurring adjustments, necessary to state fairly the results of operations, financial condition and cash flows for the interim periods presented herein. Prior to the Business Combination, the unaudited condensed consolidated interim financial statements reflect Legacy MSP. These Financial Statements should be read in conjunction with the combined and consolidated financial statements and notes thereto included in Legacy MSP’s 2021 and 2020 combined and consolidated financial statements. The year-end consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by GAAP. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year. All intercompany transactions and balances are eliminated from the condensed consolidated financial statements. Principles of consolidation The Company consolidates all entities that it controls through a majority voting interest or otherwise and the accompanying condensed consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries and these entities for which the Company has a controlling interest in. The Company also consolidates all entities that it controls as the primary beneficiary of a variable interest entity (“VIE”). Under the VIE model, management first assesses whether the Company has a variable interest in an entity, which would include an equity interest. If the Company has a variable interest in an entity, management further assesses whether that entity is a VIE, and if so, whether the Company is the primary beneficiary under the VIE model. Generally, entities that are organized similar to a limited partnership, in which a general partner (or managing member) make the most relevant decisions that affect the entity’s economic performance, are considered to be VIEs which would require consolidation, unless the limited partners have substantive kickout or participating rights. Entities that do not qualify as VIEs are assessed for consolidation under the voting interest model. Under the VIE model, an entity is deemed to be the primary beneficiary of a VIE if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly affect the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. Management determines whether the Company is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. This analysis includes an evaluation of the Company’s control rights, as well as the economic interests that the Company holds in the VIE, including indirectly through related parties. As a result of the Business Combination, the Company consolidates MSP Recovery, LLC under the VIE model. Estimates and Assumptions The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from the Company’s estimates. Estimates are periodically reviewed considering changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Significant estimates and assumptions reflected in these condensed consolidated financial statements include but are not limited to claims recovery income and claims recovery service income recognition, recoverability of long-lived assets and cost of claims recoveries. Segments Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the chief operating decision maker (“ CODM”). The Company manages its operations as a single segment for the purposes of assessing performance and making decisions. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. In addition, all of the Company's revenues and long-lived assets are attributable primarily to operations in the United States and Puerto Rico for all periods presented. COVID-19 Impact The COVID-19 pandemic has resulted, and could continue to result, in significant economic disruption. Federal, state and local governments mobilized to implement containment mechanisms to minimize impacts to their populations and economies. Various containment measures, which include the quarantining of cities, regions and countries, while aiding in the prevention of further outbreak, have resulted in a severe drop in general economic activity. In addition, the global economy has experienced a significant disruption to global supply chains. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak. As of June 30, 2022, COVID-19 has not had a significant impact on the Company. Concentration of credit risk and Off-Balance Sheet Risk Cash and cash equivalents and affiliate receivable are financial instruments that are potentially subject to concentrations of credit risk. See Note 13, Related Party , for disclosure of affiliate receivables. The Company’s cash and cash equivalents and restricted cash are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. The Company has no other financial instruments with off-balance-sheet risk of loss. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Restricted Cash consists of cash held in escrow related to the Prepaid Forward Agreement with CF. See Note 16, Derivative Liability , for more information on the Prepaid Forward Agreement. Fair Value Measurements The Company applies the provisions of ASC 820, Fair Value Measurements , for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company also applied the provisions of the subtopic to fair value measurements of non-financial assets and non-financial liabilities that are recognized or disclosed at fair value in the financial statements on a non-recurring basis. The subtopic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The subtopic also establishes a framework for measuring fair value and expands disclosures about fair value measurements. The fair value framework requires the Company to categorize certain assets and liabilities into three levels, based upon the assumptions used to price those assets or liabilities. The three levels are defined as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. The Company has determined the estimated fair value of its financial instruments based on appropriate valuation methodologies; however, for Level 2 and Level 3 inputs considerable judgment is required to develop these estimates. Accordingly, these estimated fair values are not necessarily indicative of the amounts the Company could realize in a current market exchange. The estimated fair values can be materially affected by using different assumptions or methodologies. The methods and assumptions used in estimating the fair values of financial instruments are based on carrying values and future cash flows. As of June 30, 2022 and December 31, 2021 , the Company did no t hold any Level 2 or Level 3 assets or liabilities. Cash and cash equivalents and restricted cash are stated at cost, which approximates their fair value. The carrying amounts reported in the balance sheets for affiliate receivable, accounts payable, affiliate payable and accrued liabilities approximate fair value, due to their short-term maturities. The Company’s investments in rights to claim recovery cash flows are carried at cost as no ted in Note 4, Asset Acquisitions. Outstanding borrowings that qualify as financial instruments are carried at cost, which approximates their fair value as of June 30, 2022 and December 31, 2021 . Equity Method Investments Equity investments that are not consolidated, but over which the Company exercises significant influence, are accounted for in accordance with ASC 323, “Investments—Equity Method and Joint Ventures” (“ ASC 323”). Whether or not the Company exercises significant influence with respect to an investee company depends on an evaluation of several factors including, among others, representation on the investee company’s board of directors and ownership level. An entity is presumptively assumed to have significant influence in a corporation when it holds 20 % or more of the voting stock of the investee company, or at a lower level (e.g., 3 % to 5 %) for entities that track separate members capital accounts. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s condensed consolidated balance sheets and statements of operations; however, the Company’s share of the earnings or losses of the investee company is reflected in the caption “Other income” in the condensed consolidated statements of operations. The Company’s carrying value in an equity method investee company is not reflected in the Company’s condensed consolidated balance sheets as of June 30, 2022 or December 31, 2021 as the carrying value is zero . When the Company’s carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company’s condensed consolidated financial statements unless the Company has guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. Property, Plant and Equipment Property and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses, if any. Major expenditures for property and equipment and those that substantially increase useful lives are capitalized. When assets are sold or otherwise disposed of, costs and related accumulated depreciation are removed from the financial statements and any resulting gains or losses are included in general and administrative expenses within our condensed consolidated statements of operations. The Company provides for depreciation and amortization on property and equipment using the straight-line method to allocate the cost of depreciable assets over their estimated lives as follows: Office and Computer Equipment 3 years Furniture and Fixtures 3 years Leasehold Improvements Lesser of lease term or estimated life Internal Use Software Internal-use software development costs incurred in the preliminary project stage are expensed as incurred; costs incurred in the application and development stage, which meet the capitalization criteria, are capitalized and amortized on a straight-line basis over the estimated useful life of the asset and costs incurred in the post-implementation/operations stage are expensed as incurred. Further, internal and external costs incurred in connection with upgrades or enhancements are also evaluated for capitalization. If the software upgrade results in an additional functionality, costs are capitalized; if the upgrade only extends the useful life, it is expensed as occurred. Intangible assets In certain of its CCRAs, the Company makes upfront payments to acquire claims recovery rights from secondary payers, such as health plans, managed service organizations, providers or medical services and independent physicians associations. The Company recognizes intangible assets for costs incurred up front to acquire claims recovery rights from various assignors. The Company amortizes capitalized costs associated with CCRAs over 8 years, based on the typical expected timing to pursue recovery through litigation, including through potential appeals. Investment in rights to claim recovery cash flows As part of the Business Combination, the Company acquired rights to claims recovery cash flows. These assets were determined to be financial instruments under ASC 825. These assets are held at cost. As cash flows are received the Company evaluates, based on the projected cash flows, whether there was an excess of proceeds received (or receivable) over the portion of the financial asset deemed to be recovered. In the case of excess, the Company would recognize the excess as income in the same period and the remainder would reduce the asset value. In addition, the Company evaluates these assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset group are less than the carrying value, a write-down would be recorded to reduce the related asset group to its estimated fair value. There were no impairment indicators in the six months ended June 30, 2022 and 2021 . Leases Leases entered into by the Company, in which substantially all the benefits and risk of ownership are transferred to the Company, are recorded as obligations under capital leases. Obligations under capital leases, if any, reflect the present value of future lease payments, discounted at an appropriate interest rate, and are reduced by rental payments, net of imputed interest. Assets under capital leases are amortized based on the useful lives of the assets. All other leases are classified as operating leases, and leasing costs, including any rent holidays, leasehold incentives and rent concessions, are recorded on a straight-line basis over the lease term under general and administrative expense in the condensed consolidated statements of operations. See Note 8, Operating Leases , for more information. Non-controlling Interests As part of the Business Combination and described in Note 1, Description of Business , the Company became the managing member of MSP Recovery, LLC, which is consolidated as the Company controls the operating decisions of MSP Recovery, LLC. The non-controlling interest relates to the Up-C Units that are convertible into Class A Common Stock of the Company at the discretion of the holder of the Up-C Unit. The Up-C Unit holders retained approximately 99.76 % of the economic ownership percentage of the Company as of the Closing Date. The non-controlling interest is classified as permanent equity within the unaudited condensed consolidated balance sheet of the Company. As of June 30, 2022 , based on the Class A common stock issuances during the period, the non-controlling interest of Class V shareholders was 97.95 %. Changes in the Company’s ownership interest in MSP Recovery, LLC, due to Class V shareholders converting their shares to Class A, are accounted for as equity transactions. Each issuance of the Company's Class A Common Stock requires a corresponding issuance of MSP Recovery, LLC units to the Company. The issuance would result in a change in ownership and would reduce the balance of non-controlling interest and increase the balance of additional paid-in capital. Impairment of Long-Lived Assets The Company evaluates long-lived assets, such as property and equipment, including capitalized software costs, and finite-lived intangibles such as claims recovery rights, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset group are less than the carrying value, a write-down would be recorded to reduce the related asset group to its estimated fair value. There were no impairment indicators in the six months ended June 30, 2022 and 2021 . Claims Recover y The Company’s primary income-producing activities are associated with the pursuit and recovery of proceeds related to claims recovery rights that the Company obtains through CCRAs, in which it becomes the owner of those rights. As a result, such income is not generated from the transfer of control of goods or services to customers, but from the proceeds realized from perfection of claims recoveries from rights the Company holds outright. The Company also generates revenue by providing claims recovery services to other entities outside of the Company. Claims recovery income The Company recognizes claims recovery income based on a gain contingency model – that is, when the amounts are reasonably certain of collection. This typically occurs upon reaching a binding settlement or arbitration with the counterparty or when the legal proceedings, including any appellate process, are resolved. In some cases, the Company owes an additional payment to the original assignor in connection with the realized value of the recovery right. Claims recovery income is recognized on a gross basis, as the Company is entitled to the full value of proceeds, and makes a payment to the original assignor similar to a royalty arrangement. Such payments to prior owners are recognized as cost of claims recovery in the same period the claims recovery income is recognized. When the Company becomes entitled to proceeds from the settlement of a claim recovery pursuit or proceeding, it recognizes the amount in accounts receivable. Claims recovery service income, ASC 606, Revenue from Contracts with Customers The guidance under ASC 606, Revenue from Contracts with Customers, provides that an entity should apply the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. The Company derives revenues from contracts with customers primarily from claims recovery services arrangements (“claims recovery services”). Claims recovery services include services to related parties or third parties to assist those entities with pursuit of claims recovery rights. The Company has determined it has a single performance obligation for the series of daily activities that comprise claims recovery services, which are recognized over time using a time-based progress measure and are typically based on (1) budgeted expenses for the current month with an adjustment for the variance between budget and actual expenses from the prior month or (2) on a contingent basis dependent on actual settlements or resolved litigation. Amounts estimated and recognized, but not yet fully settled or resolved as part of litigation are recognized as contract assets. There were no contract assets at June 30, 2022 or December 31, 2021, as amounts associated with unresolved litigation were fully constrained. Claims recovery services are generally paid in advance on a monthly basis. The Company did not recognize any material revenue for the six months ended June 30, 2022 and 2021 for performance obligations that were fully satisfied in previous periods. For the six months ended June 30, 2022 and 2021, the majority of the Company’s claims recovery service income was related to a servicing agreement with VRM MSP Recovery Partners LLC (“VRM MSP”), which was entered into on March 27, 2018. As part of the Business Combination, the Company acquired rights to cash flows in the assets, after certain required returns to VRM MSP, that had been part of the servicing agreement. As part of this acquisition, the Company will no longer receive service income from this agreement and will instead recognize revenue and reductions in the asset when cash flows are received as outlined in Note 4, Asset Acquisitions . The Company does not have material unfulfilled performance obligation balances for contracts with an original length greater than one year in any years presented. Additionally, the Company does not have material costs related to obtaining a claims recovery service contract with amortization periods greater than one year for any period presented. The Company applies ASC 606 utilizing the following allowable exemptions or practical expedients: • Exemption to not disclose the unfulfilled performance obligation balance for contracts with an original length of one year or less. • Practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. • Election to present revenue net of sales taxes and other similar taxes, if any. • Practical expedient not requiring the entity to adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Transfers of Claims Cost Recovery Rights to Others In some cases, the Company has entered into arrangements to transfer CCRAs or rights to proceeds from CCRAs to other parties. The Company evaluates whether such transfers are sales of nonfinancial assets, sales of future revenues treated as debt, in-kind contributions to equity method investees, or other types of arrangements. When they are treated as sales of nonfinancial assets, the Company recognizes a gain on the sale when control transfers to the counterparty based on the difference between the fair value of consideration (including cash) received and the recognized carrying value of the CCRAs. In some cases, such sales include variable consideration in the form of payments that will be made only upon achievement of certain recoveries, or based on a percentage of actual recoveries. The Company estimates and constrains the amounts that will ultimately be realized based on these variable payment terms and includes those amounts in the determination of gain or loss; the gain or loss is subsequently updated based on changes in those estimates. In other cases, such transfers are considered to be sales of future revenue that are debt-like in nature. These arrangements are recognized as debt based on the proceeds received, and are imputed an interest rate based on the expected timing and amount of payments to achieve contractual hurdles. These are subject to revisions of estimates of that timing and amount based on the contractual provisions and the Company’s assumptions from changes in facts and circumstances. Such changes are reflected through revision of the imputed interest rate on a cumulative catch up basis. Cost of Claims Recoveries Costs of claims recoveries consist of all directly attributable costs specifically associated with claims processing activities, including contingent payments to assignors (i.e., settlement expenses). Claims amortization expense Claims amortization expense includes amortization of CCRAs acquired as part of the business combination, shown as Intangibles, net in the condensed consolidated balance sheets, and CCRA intangible assets for which the Company made upfront payments for claims recovery rights. For further details on CCRAs see Note 7, Intangible Assets, Net . Income Taxes Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. As a result of the Business Combination, the Company became the sole managing member of MSP Recovery, LLC, which is treated as a partnership for U.S. federal, state and local income tax purposes. As a partnership, MSP Recovery, LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by MSP Recovery, LLC is passed through to and included in the taxable income or loss of its partners, including MSP Recovery, Inc. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to the Company’s allocable share of income of MSP Recovery, LLC. The Company's deferred tax balances reflect the impact of temporary differences between the carrying amount of assets and liabilities and the Company's tax basis. The balances are stated at the tax rates in effect when the temporary differences are expected to be recovered or settled. The Company reviewed the anticipated future realization of the tax benefit of the Company's existing deferred tax assets and concluded that it is more likely than not that all of the deferred tax assets will not be realized in the future. Recent Accounting Pronouncements New Accounting Pronouncements Recently Adopted ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 and it had no material impact on our condensed consolidated financial statements. ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The amendments in this Update provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. This standard is effective for all entities as of March 12, 2020 through December 31, 2022. Early adoption is permitted. The Company adopted this guidance on January 1, 2022 and it had no material impact on our condensed consolidated financial statements. ASU 2020-06, Debt — Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815- 40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . On August 5, 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . The amendments simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted. The Company adopted this guidance on January 1, 2022 and it had no material impact on our condensed consolidated financial statements. ASU 2022-03, Fair Value Measurement (Topic 820) - Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . On June 30, 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820) - Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . The amendment clarifies that contractual sale restrictions should not be considered when measuring the equity security's fair value and prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024 . Early adoption is permitted. The Company adopted this guidance in June 2022 , which resulted in the Company recognizing the assets acquired as part of the Business Combination at values that were not discounted for contractual sale restrictions, which had a material impact on the Company's condensed consolidated financial statements in relation to the asset acquisitions as noted in Note 4, Asset Acquisitions . New Accounting Pronouncements Issued but Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases , to increase transparency and comparability among organizations by recognizing right of use assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10 , Codification Improvements to ASC 2016-02 , Leases , was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases: Targeted Improvements , which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Furthermore, in March 2020, ASU 2020-03, Codification Improvements to Financial Instruments, Leases , was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Additionally, on June 3, 2020, the FASB deferred by one year the effective date of the new leases standard for private companies, private not-for-profits and public not-for-profits that have not yet issued (or made available for issuance) financial statements reflecting the new standard. Furthermore, in June 2020, ASU 2020-05, Revenue from Contracts with Customers and Leases , was issued to defer effective dates of adoption of the new leasing standard for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the effect that implementation of this standard will have on the Company’s condensed consolidated operating results, cash flows, financial condition and related disclosures. ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses . In 2016 and subsequently, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurem |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | Note 3. BUSINESS COMBINATION On May 23, 2022, MSP Recovery, Inc. consummated the previously announced Business Combination pursuant to the MIPA as noted in Note 1. As a result of the closing of the Business Combination (the “Closing”), the Company is organized in an “Up-C” structure in which all of the business of Legacy MSP and its subsidiaries is held directly or indirectly by the Company, the Company is the managing member, consolidates Legacy MSP and the Company owns all of the voting economic Class A Units and the Members and their designees own all of the non-voting economic Class B Units in accordance with the terms of the first amended and restated limited liability company agreement of the Company. Each Up-C Unit may be exchanged for either, at the Company’s option, (a) cash or (b) one share of Class A common stock, par value $ 0.0001 , of the Company (“Class A Common Stock”), subject to the provisions set forth in the LLC Agreement. The aggregate consideration paid to the Members (or their designees) at the Closing consisted of (i) 3,250,000,000 Units and (ii) rights to receive payments under the Tax Receivable Agreement. Of the 3,250,000,000 Units, 3,154,473,292 Units were issued in connection with the Closing and 95,526,708 Units were designated to the Company and Opco for cancelation (“Canceled Units”). Since the Closing, the Company has issued 50,022,000 Up-C Units to certain designated persons and intends to further issue shares of Class A Common Stock in respect of transaction-related bonuses or certain other designated persons, which together with the 50,022,000 Up-C Units would be equivalent in number to the Canceled Units. In connection with the Closing, the Company changed its name from “Lionheart Acquisition Corporation II” to “MSP Recovery, Inc.” The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, the Company is treated as the acquirer for financial statement reporting purposes. The reverse recapitalization was treated as the equivalent of Legacy MSP issuing stock for the net assets of LCAP, accompanied by a recapitalization. The net assets of LCAP are stated at historical cost, with no goodwill or other intangible assets recorded. The Company received net proceeds in the business combination transaction of approximately $ 23.4 million, which includes the restricted cash received as part of FEF shares as defined in Note 16, Derivative Liability . The Company incurred direct and incremental costs of approximately $ 79.9 million related to the Business Combination, which consisted primarily of investment banking, legal, accounting and other professional fees. These transaction-related costs were recorded as a reduction of additional paid-in capital in the condensed consolidated balance sheets. Warrants As part of the business combination transaction, the Company assumed the liability related to the LCAP public warrants ("Public Warrants") of $ 12.5 million. Pursuant to the terms of the Existing Warrant Agreement, and after giving effect to the issuance of the New Warrants, as defined below, the exercise price of the Public Warrants decreased to $ 0.0001 per share of Class A Common Stock. During the period from the Closing Date to June 30, 2022, approximately 7.2 million warrants of the original 11.8 million warrants had been exercised and the fair value of the warrants increased resulting in other expense of $ 5.4 million for the three months ended June 30, 2022 . Following anti-dilution adjustments made in connection with the Business Combination, the Public Warrants have an exercise price of $ 0.0001 per share, which have become exercisable as of 10 days after closing of the Business Combination, on a cashless basis. Additionally, in connection with the Business Combination, the Company declared the New Warrant Dividend comprising approximately 1,028 million New Warrants payable to the holders of record of the Class A Common Stock as of the close of business on the Closing Date, after giving effect to the waiver of the right, title and interest in, to or under, participation in any such dividend by the Members, on behalf of themselves and any of their designees. The New Warrants will be exercisable 30 days following the Closing Date until their expiration date, which will be the fifth anniversary of the Closing Date or earlier redemption. The record date for the determination of the holders of record of the outstanding shares of Class A Common Stock entitled to receive the New Warrant Dividend was the close of business on the Closing Date. Pursuant to the terms of the LLC Agreement, at least twice a month, to the extent any New Warrants have been exercised in accordance with their terms, the Company is required to purchase from the MSP Principals, proportionately, the number of Up-C Units or shares of Class A Common Stock owned by such MSP Principal equal to the Aggregate Exercise Price divided by the Warrant Exercise Price in exchange for the Aggregate Exercise Price. The Company determined that the New Warrants instruments meet the equity scope exception in ASC 815 to be classified in stockholders’ equity, and as the repurchase right noted above has a mirrored value designed to offset the New Warrants, if exercised would be an equity only transaction. The New Warrants are each exercisable for one share of Class A Common Stock at an exercise price of $ 11.50 per share and will be subject to certain anti-dilution adjustments and become exercisable 30 days following the Closing, expiring five years from the date of Closing. Public Warrants and New Warrants are currently listed on Nasdaq under the symbols “MSPRZ” and “MSPRW,” respectively. Tax Receivable Agreement In connection with the Business Combination, the Company also entered into a Tax Receivable Agreement (the “TRA”). Pursuant to the TRA, the Company is required to pay the sellers 85 % of the amount of tax benefits that the Company actually realizes as a result of (i) the Company’s direct and indirect allocable share of existing tax basis acquired in the Business Combination, (ii) increases in the Company’s allocable share of existing tax basis and tax basis adjustments that will increase the tax basis of the tangible and intangible assets of the Company as a result of the Business Combination and as a result of sales or exchanges of Up-C Units for cash or shares of Class A Common Stock, and (iii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. As of June 30, 2022, there have been no exchanges of Class V units for Class A common stock of the Company and therefore no TRA liabilities currently exist. Non-Controlling interest As a result of the Business Combination, the Company reflects non-controlling interests as a result of the Up-C structure. The Company holds all of the voting Class A Units of Opco, whereas the Members (or their designees) hold all of the non-voting economic Class B Units of Opco (these Class B Units represent the non-controlling interest in the Company). The ownership percentage of Class V Common Stock held in the Post-Combination Company by the Members (or their designees) will be equivalent to the number of Class B Units held in the Company, and as such, reflects the non-controlling interest in the Company, which is equivalent to the Class V Common Stock ownership percentage. See Note 11, Noncontrolling Interest , for more information on ownership interests in the Company. |
Asset Acquisitions
Asset Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisitions | Note 4. ASSET ACQUISITIONS On May 23, 2022 as part of the closing of the Business Combination, the Company acquired assets through the issuance of Up-C units. In exchange for approximately 196.6 million Up-C units, the Company acquired CCRAs previously held by Series MRCS LLC, an affiliate of MSP . The CCRAs are included as Intangible Assets, net in the condensed consolidated balance sheet. The CCRAs are held at cost, which was determined using the Closing Date market price of the Company's Class A shares discounted by 4.5 % for lack of marketability due to timing before shares are sellable. The CCRAs are treated as finite life intangible assets similar to other CCRAs that the Company has acquired and have a useful life of 8 years. For further details on this CCRA acquisition, see Note 7, Intangible Assets, Net . Investment in rights to claim recovery cash flows On May 23, 2022 as part of the closing of the Business Combination, the Company acquired assets through the issuance of Up-C units. In exchange for approximately 356.8 million Up-C units, the Company acquired the rights to receive the distributable net proceeds of a portfolio of claims owned by VRM MSP, a Delaware limited liability company and joint investment vehicle of Virage Recovery Master LP ("VRM") and Series MRCS LLC, an affiliate of MSP (the “Proceeds”). Under this asset acquisition structure, the Company determined that the arrangements to acquire the rights to proceeds from certain claims recovery rights would be treated as an investment in a financial asset under ASC 825. These rights to cash flows differ from the CCRAs included in Intangibles Assets, net in the condensed consolidated balance sheet as the Company does not hold the rights to the CCRAs, but rather holds the rights to cash flows. The Company has not elected the fair value option and therefore will hold the investment at cost, which was determined using the Closing Date market price of the shares discounted by 4.5 % for lack of marketability due to timing before shares are sellable. As cash flows are received, subject to the VRM Full Return, the Company will reduce its investment for realized (or receivable) distributions of net proceeds from this financial instrument in proportion to the amounts received or receivable to management’s estimate of expected net proceeds from the underlying investments, and subject to potential impairment if indicators are present; the excess of proceeds received (or receivable) over the portion of the financial asset deemed to be recovered will be recognized as income in the same period. At Closing, an additional 65 million Up-C units (the "Reserved Shares") were reserved in escrow for the payment to VRM for the VRM Full Return on or prior to the one-year anniversary of Closing in accordance with a guaranty agreement. Pursuant to which, among other things, if the VRM Full Return (defined below) has not been paid by distribution of recovery proceeds prior to such time, then the Members, along with the Company, will guarantee the payment to VRM of any amount of the VRM Full Return, that remains unpaid at such time, on or prior to the one-year anniversary of the Closing by any of the following means (or any combination thereof): (a) sale of the Reserved Shares, and delivery of the resulting net cash proceeds thereof to VRM, or (b) sale of additional shares of Company Class A Common Stock and delivery of the net cash proceeds thereof to VRM. The “VRM Full Return” means an amount of recovery proceeds distributed (i) first, until VRM received, in the aggregate, a 20 % annual compounded return on its contributions to VRM MSP, (ii) second, until VRM received an aggregate amount equal to its contributions to VRM MSP (the aggregate amount of clauses (i) and (ii), collectively, the “VRM Full Return”). The value of the VRM Full Return was $ 719.4 million as of June 30, 2022. Upon payment of the VRM Full Return, VRM and Series MRCS would assign and transfer to the Company their respective rights to receive all Proceeds. As the Members have guaranteed payment through the Reserved Shares or through conversion and subsequent sale of their Up-C Units, an indemnification asset is included in the condensed consolidated balance sheet for the full value of the VRM Full Return. In addition, as the Company is the primary obligor, the value of the VRM Full Return is included as a guaranty obligation in the condensed consolidated balance sheet. |
Investment In Equity Method Inv
Investment In Equity Method Investees | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment In Equity Method Investees | Note 5. INVESTMENT IN EQUITY METHOD INVESTEES The Company holds three investments which are accounted for using the equity method: MAO-MSO Recovery II LLC Series PMPI (“Series PMPI”), MAO-MSO Recovery LLC and MAO-MSO Recovery II LLC (both collectively the “MAO-MSO entities”). Series PMPI is a series entity of MAO-MSO Recovery II LLC. The Company exercises significant influence over the operating and financial activities of Series PMPI, but does not exercise control of the entity. In accordance with Series PMPI’s operating agreement, the controlling member is entitled to a preferred return of 20 % per annum (the “Preferred Return”). Once the Preferred Return has been met, the controlling member is entitled to 50 % of claims recoveries by PMPI. The noncontrolling member is allocated 100 % of the costs of PMPI. Since the Preferred Return exceeds the total members’ equity of PMPI as of both June 30, 2022 and December 31, 2021, the value of the equity method investment in the condensed consolidated balance sheet is $ 0 . The MAO-MSO entities are Delaware limited liability companies formed as master series entities whose central operations are to form other series legal entities that will hold and pursue claims recovery rights. The MAO-MSO entities are not designed to hold or pursue claims recoveries themselves. The Company holds a 50 % economic interest in both entities, and has significant influence through its equity investment, but does not control either entity. As equity method investments, the Company recognizes its proportionate share of net earnings or losses as equity earnings in Other income. The activity of these entities has been insignificant for the six months ended June 30, 2022 and 2021. Since the Company did not make a contribution to the MAO-MSO entities and the entities have recorded losses, the value of the equity method investment in the condensed consolidated balance sheets is $ 0 as of both June 30, 2022 and December 31, 2021. Summary financial information for equity accounted investees, not adjusted for the percentage ownership of the Company is as follows (in thousands): Series PMPI Revenue Amortization Other expenses Profit (Loss) For the three months ended June 30, 2022 $ — $ 500 $ — $ ( 500 ) For the six months ended June 30, 2022 $ — $ 1,000 $ — $ ( 1,000 ) For the three months ended June 30, 2021 $ — $ 500 $ — $ ( 500 ) For the six months ended June 30, 2021 $ 1 $ 1,000 $ — $ ( 999 ) Series PMPI Total Assets Total Liabilities As of June 30, 2022 $ 4,341 $ 282 As of December 31, 2021 $ 5,390 $ 266 |
Property, plant and equipment,
Property, plant and equipment, net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | Note 6. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consist of the following (in thousands): June 30, December 31, 2022 2021 Office and computer equipment $ 362 $ 356 Leasehold improvements 113 113 Internally developed software 1,364 1,020 Other software 67 66 Property, plant and equipment, gross $ 1,906 $ 1,555 Less: accumulated depreciation and amortization of software ( 956 ) ( 805 ) Property, plant and equipment, net $ 950 $ 750 For the three and six months ended June 30, 2022 and 2021, depreciation expense and amortization expense was $ 72 thousand and $ 151 thousand , respectively, and $ 135 thousand and $ 167 thousand , respectively. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets, Net | Note 7. INTANGIBLE ASSETS, NET During the three months ended June 30, 2022 , the Company acquired CCRAs held by Series MRCS LLC, an affiliate of MSP. The assets were acquired through the issuance of equity as part of the Business Combination. The assets are held at cost and treated as a finite intangible asset with a useful life of 8 years, similar to Intangible assets, net. Intangible assets, net consists of the following (in thousands): June 30, 2022 CCRAs Intangible assets, gross $ 2,123,007 Accumulated amortization ( 27,272 ) Net $ 2,095,735 December 31, 2021 CCRAs Intangible assets, gross $ 84,955 Accumulated amortization ( 737 ) Net $ 84,218 During the six months ended June 30, 2022, in addition to the CCRAs acquired as part of the Business Combination, the Company also purchased $ 12.7 million of CCRAs included in Intangible assets, net, of which $ 2.7 million was paid in cash and $ 10.0 million was paid through Class A Common Stock issuance. For the CCRAs acquired through equity issuance, the Company is required to provide additional shares or cash if the value of the shares provided is not equal to $ 10.0 million or greater within 1 year of issuance. As such, the Company recorded a liability of $ 8.4 million for the difference between $ 10.0 million and the fair value of the shares at issuance. For the three and six months ended June 30, 2022 and 2021, claims amortization expense was $ 23.8 million and $ 26.5 million , respectively, and $ 36 thousand and $ 67 thousand , respectively. Future amortization for CCRAs is expected to be as follows (in thousands): Remaining 2022 $ 132,688 2023 265,376 2024 265,303 2025 265,251 2026 265,251 Thereafter 901,866 Total $ 2,095,735 |
Operating Leases
Operating Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Operating Leases | Note 8. OPERATING LEASES The Company leases office space under a non-cancellable operating lease expiring November 2023 . In addition, the Company rents an office space from the Law Firm, which is on a month-to-month basis and therefore is not included in the future minimum lease payments below. Rent expense for the three and six months ended June 30, 2022 and 2021 was $ 193 thousand and $ 385 thousand , respectively, and $ 199 thousand and $ 404 thousand , respectively. The future minimum lease payments under non-cancelable operating leases as of June 30, 2022 for the next five years and thereafter are as follows (in thousands): Year Ending December 31, Lease Payments Remaining 2022 $ 115 2023 (1) 217 Total $ 332 (1) Operating lease expires before or during the year ending December 31, 2023 |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2022 | |
Variable Interest Entity Disclosure [Abstract] | |
Variable Interest Entities | Note 9. VARIABLE INTEREST ENTITIES The Company evaluates its ownership, contractual, and other interests in entities to determine if they are VIEs, if the Company has a variable interest in those entities, and the nature and extent of those interests. These evaluations are highly complex and involve management judgment and the use of estimates and assumptions based on available historical information, among other factors. Based on its evaluations, if the Company determines it is the primary beneficiary of such VIEs, it consolidates such entities into its financial statements. VIEs information below is presented on aggregate basis based on similar risk and reward characteristics and MSP’s involvement with the VIEs. Investments in unconsolidated Variable Interest Entities The Company is involved with VIEs in which it has investments in equity but does not consolidate because it does not have the power to direct the activities that most significantly impact their economic performance and thus is not considered the primary beneficiary of the entities. Those VIEs are reflected as equity method investments. Total assets and liabilities for these VIEs were $ 4.3 million and $ 0.3 million , respectively, at June 30, 2022 and $ 5.4 million and $ 0.3 million , respectively, at December 31, 2021. Generally, MSP's exposure is limited to its investment in those VIEs (see Note 5, Investment in Equity Method Investees ). For MAO-MSO Recovery II, LLC and Series PMPI, MSP may be exposed to providing additional recovery services at its own cost if recovery proceeds allocated to it are insufficient to recover the costs of those services. MSP does not have any other exposures or any obligation to provide additional funding. |
Claims Financing Obligations an
Claims Financing Obligations and Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Claims Financing Obligations and Notes Payable | Note 10. CLAIMS FINANCING OBLIGATIONS AND NOTES PAYABLE Based on claims financing obligations and notes payable agreements, as of June 30, 2022 and December 31, 2021, the present value of amounts owed under these obligations were $ 222.7 million and $ 201.4 million , respectively, including unpaid interest to date of $ 111.3 million and $ 94.5 million , respectively. The weighted average interest rate is 22 % based on the current book value of $ 222.7 million with rates that range from 2 % to 30 % . The Company is expected to repay these obligations from cash flows from claim recovery income. As of June 30, 2022, the minimum required payments on these agreements are $ 384.8 million with $ 134.3 million of the required payments being non-recourse. Certain of these agreements have priority of payment regarding any proceeds until full payment of the balance due is satisfied. However, in some cases, to the extent that, upon final resolution of the claims, the investors receive from proceeds an amount that is less than the agreed upon return, the investors have no recourse to recover such deficit from the Company. Certain of these agreements fall under ASC 470 for the sale of future revenues classified as debt. The maturity of the commitments range from the date sufficient claims recoveries are received to cover the required return or in some cases by 2031. Also, during 2020, the Company obtained funds under the Paycheck Protection Program (the “PPP Loan”) in the amount of $ 1,086 thousand. Since the amount must be repaid unless forgiven in accordance with the Paycheck Protection Program, the Company accounted for the funds as debt under ASC 470. As of December 31, 2021 , the total amount of the PPP Loans have been forgiven. |
Non-controlling Interest
Non-controlling Interest | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | Note 11. NONCONTROLLING INTEREST The non-controlling interest balance primarily represents the Up-C Units of the Company held by the Members. The following table summarizes the ownership of Units in the Company as of June 30, 2022: Common Units Ownership Percentage Ownership of Class A Common Units 66,051,029 2.1 % Ownership of Class V Common Units 3,154,473,292 97.9 % Balance at end of period 3,220,524,321 100.0 % The non-controlling interest holders have the right to exchange Up-C Units, at the Company's option, for (i) cash or (ii) one share of Class A Common Stock, subject to the provisions set forth in the LLC Agreement. As such, future exchanges of Up-C Units by non-controlling interest holders will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in-capital or retained earnings when the Company has positive or negative net assets, respectively. As of June 30, 2022, none of the Members has exchanged any Up-C Units. In addition to the non-controlling interest related to Up-C Units, the Company also has non-controlling interests related to MAO-MSO Recovery LLC Series FHCP (“FHCP”), which is a non-wholly owned subsidiary of MSP Recovery, LLC. In accordance with FHCP’s operating agreement, the noncontrolling member is entitled to a preferred return of 20 % per annum (the “Preferred Return”). Once the Preferred Return has been met, the noncontrolling member is entitled to 80 % of claims recoveries by FHCP. The controlling member is allocated 100 % of the costs of FHCP. Since the Preferred Return exceeds the total members’ equity of FHCP as of June 30, 2022 and December 31, 2021 , the non-controlling interest also includes $ 4.3 million representing the entire members’ equity of FHCP. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. COMMITMENTS AND CONTINGENCIES The Company is subject to certain legal proceedings, claims, investigations, and administrative proceedings in the ordinary course of its business. The Company records a provision for a liability when it is both probable that the liability has been incurred and the amount of the liability can be reasonably estimated. These provisions, if any, are reviewed and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Depending on the nature and timing of any such proceedings that may arise, an unfavorable resolution of a matter could materially affect the Company’s future consolidated results of operations, cash flows or financial position in a particular period. As of June 30, 2022, there was no material pending or threatened litigation against us. The Company pursues claims recoveries through settlement, arbitration and legal proceedings. The accounting policy for these activities is discussed under Claims recovery income in Note 2, Basis of presentation and summary of significant accounting policies. Approximately 88 % of the Company's expected recoveries arise from claims being brought under the Medicare Secondary Payer Act. This law allows the Company to pursue recoveries against primary payers for reimbursement of medical expenses that the Company's assignors paid for when primary payers (i.e. liability insurers) were responsible for payment. The Repair Abuses of MSP Payments Act ("RAMP Act") introduced to the U.S. House of Representatives in June 2022 seeks to repeal the private cause of action under the Medicare Secondary Payer Act – a fundamental component of how the Company is able to calculate damages. The Medicare Secondary Payer Act’s private cause of action incentivizes private parties, such as MSP Recovery, to pursue reimbursement of conditional payments by rewarding them with double damages. The repeal of the private cause of action would remove the possibility of recovering double damages. If the Medicare Secondary Payer Act is substantially changed or repealed, or if the RAMP Act were enacted to apply retroactively, it could significantly reduce the Company's potential recoveries and have a material adverse effect on its business, financial condition and results of operations. |
Related Party
Related Party | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party | Note 13. RELATED PARTY Loan from related parties During the three months ended June 30, 2022 , the Company issued an unsecured promissory note in an aggregate principal amount of $ 112.8 million (the “Promissory Note”) to John H. Ruiz and Frank C. Quesada, the Company’s Chief Executive Officer and director and Chief Legal Officer and director, respectively (collectively, the “MSP Principals”), to provide operating cash to the Company. The Promissory Note bears interest at an annual rate of 4 %, payable in kind, and will mature on the four year anniversary of the issuance. The Promissory Note is payable by the Company at any time, without prepayment penalties, fees, or other expenses. A portion of the proceeds under the Promissory Note in an amount equal to $ 36.5 million was advanced to the Law Firm, an affiliate of certain Members, for certain operating expenses as contemplated by the Legal Services Agreement. This amount is reflected in prepaid expenses and other current assets within the condensed consolidated balance sheets and had a balance of $ 36.5 million as of June 30, 2022. The payments of Law Firm expenses is reflected in Professional fees - legal within the condensed consolidated statement of operations. Legal Services – MSP Recovery Law Firm Certain Company entities have previously entered into legal services agreements (the “Existing LSAs”) with the Law Firm, an affiliate of certain Members, for the recovery of claims. Pursuant to the terms of the Existing LSAs, the Law Firm provides the Company with investigation, case management, research and legal services in the pursuit of recovery of claims in exchange for a portion of the recovered proceeds relating to such claims. The Existing LSAs also provide that the Law Firm serves as exclusive lead counsel for any litigation relating to such claims. As of June 30, 2022 and December 31, 2021, $ 0.1 million and $ 5.5 million , respectively, was due to the Law Firm and included in the condensed consolidated balance sheets in Affiliate Payable. For the three and six months ended June 30, 2022, $ 27 thousand and $ 31 thousand , respectively was included in Professional fees - legal for expenses related to the Law Firm in the condensed consolidated statements of operations. For the three and six months ended June 30, 2021, the amounts were de minimus. For the three and six months ended June 30, 2022, $ 231 thousand and $ 271 thousand , respectively, were included in cost of claims recoveries for expenses related to the Law Firm in the condensed consolidated statements of operations. For the three and six months ended June 30, 2021, no amounts were included cost of claims recoveries for expenses related to the Law Firm in the condensed consolidated statements of operations. The Law Firm may also collect and/or hold cash on behalf of the Company in the ordinary course of business. As of June 30, 2022 and December 31, 2021, $ 1.8 million and $ 3.4 million , respectively, was due from the Law Firm and included in the condensed consolidated balance sheets in Affiliate Receivable. In addition, the Company rents office space from the Law Firm as discussed in Note 8, Operating Lease . For the three and six months ended June 30, 2022, the Company issued 8,022,000 Class A common stock shares to Law Firm employees, which was deemed to be share based compensation. As such $ 20.1 million of expense was included within Professional fees - legal for expenses related to the Law Firm in the condensed consolidated statements of operations. MSP Recovery Aviation, LLC The Company may make payments related to operational expenses on behalf of its affiliate, MSP Recovery Aviation, LLC (“MSP Aviation”). MSP Recovery Aviation, LLC was created to provide aircraft rental to third party customers and the Company. The Company has made payments in the periods of the financial statements only related to specifically billed flights and these rates are at or below the market rate for such services. As of June 30, 2022 and December 31, 2021, $ 195 thousand and $ 153 thousand was due from MSP Aviation and included in the condensed consolidated balance sheets in Affiliate Receivable. For the three and six months ended June 30, 2022, $ 156 thousand and $ 250 thousand , respectively was included in General and administrative expenses related to MSP Aviation in the condensed consolidated statements of operations. For the three and six months ended June 30, 2021, the amounts were de minimus. Funds held for other entities The Company may collect and/or hold cash on behalf of its affiliates in the ordinary course of business. As of June 30, 2022 and December 31, 2021, $ 20.1 million and $ 39.7 million was due to affiliates of the Company and included in the condensed consolidated balance sheets in Affiliate Payable. These amounts were primarily due to Series MRCS LLC, an affiliate of MSP, and will be repaid either through excess cash flows from operations or other financing. During the year ended December 31, 2021, the Company also entered into a note payable with Series MRCS as outlined in Note 7, Intangible Assets, Net . As of June 30, 2022 and December 31, 2021 , the balance of the note payable was $ 0.5 million and included in the condensed consolidated balance sheets in Claims financing obligation and notes payable. As of December 31, 2021, $ 0.4 million was due to MSP National, LLC from Series MRCS LLC and as of June 30, 2022 and December 31, 2021, there were additional receivables from other affiliates of $ 130 thousand and $ 92 thousand , respectively. These were included in the condensed consolidated balance sheets in Affiliate Receivable. VRM Historically, MSP Recovery, LLC has received claims recovery service income for services provided to VRM. The Company concluded that VRM is a related party due to ownership interests in the entity held by Series MRCS LLC, an affiliate of MSP. During the three and six months ended June 30, 2022 and 2021, $ 3.2 million and $ 10.6 million , respectively, and $ 2.6 million and $ 5.3 million , respectively, of claims recovery service income was received from VRM as part of the servicing agreement and was included in the condensed consolidated statements of operations. |
Investments in Equity Securitie
Investments in Equity Securities and Obligations to Deliver Securities | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Equity Securities and Obligations to Deliver Securities | Note 14. INVESTMENTS IN EQUITY SECURITIES AND OBLIGATIONS TO DELIVER SECURITIES The Company had an outstanding obligation to provide equity securities (a “short position”) as of December 31, 2020. The short position was classified as a liability, marked-to-market and was evaluated at Level 1 for fair value. During the three and six months ended June 30, 2021 , the Company covered its short position by acquiring 100,000 equity shares of a publicly traded U.S. company for $ 1.8 million, recognizing a realized loss of $ 193 thousand in Other income, net in the condensed consolidated statements of operations. As of June 30, 2022 and December 31, 2021 , the Company had no investments in equity securities. |
Net Loss Per Common Share
Net Loss Per Common Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Note 15. NET LOSS PER COMMON SHARE Basic earnings per share of Class A common stock is computed by dividing net income attributable to common shareholders by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to common shareholders adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. Diluted loss per share for all period presented is the same as basic loss per share as the inclusion of the potentially issuable shares would be anti-dilutive. Prior to the Business Combination, the equity structure of MSP Recovery, LLC included units which shared in the profits and losses of MSP Recovery, LLC. In reviewing the calculation of earnings per unit for periods prior to the Business Combination, the Company concluded that it resulted in values that would not be meaningful to the users of the unaudited condensed consolidated financial statements. As such, earnings per share information for the three and six months ended June 30, 2021 has not been presented. The basic and diluted earnings per share for the three and six months ended June 30, 2022 represent income (loss) from only the period from the Closing Date to June 30, 2022 for the Company. The following table sets forth the computation of basic and diluted earnings per share of Class A common stock: (in thousands except shares and per share amounts) Three months ended June 30, 2022 Six months ended June 30, 2022 Numerator - basic and diluted: Net loss $ ( 77,124 ) $ ( 91,015 ) Less: Net (income) loss attributable to MSP Recovery, LLC pre Business Combination 14,748 28,639 Less: Net (income) loss attributable to the noncontrolling interest post Business Combination $ 61,088 $ 61,088 Net loss attributable to common shareholders $ ( 1,288 ) $ ( 1,288 ) Denominator - basic and diluted: Weighed-average shares of Class A common stock outstanding 13,607,255 13,607,255 Earnings per share of Class A common stock - basic and diluted $ ( 0.09 ) $ ( 0.09 ) Shares of the Company’s Class V common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V common stock under the two-class method has not been presented. In the calculation for earnings per share for the three and six months ended June 30, 2022 , the Company excluded from the calculation of diluted earnings per share 3,154,473,292 shares of Class V common stock, 4,622,964 Public Warrants outstanding, and 1,028,046,326 shares of New Warrants outstanding because their effect would have been anti-dilutive. |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | Note 16. DERIVATIVE LIABILITY As noted in Note 1, the Company and CF entered into an agreement for an OTC Equity Prepaid Forward Transaction (the “Transaction”). Pursuant to the terms of the Transaction, CF agreed to (a) transfer to the Company for cancellation any warrants to purchase shares received as a result of being the stockholder of record of a share as of the close of business on the closing date of the Business Combination, pursuant to the previously announced and declared LCAP dividend and (b) waive any redemption right that would require the redemption of the Subject Shares (as defined below) in exchange for a pro rata amount of the funds held in LCAP’s trust account. At closing of the Business Combination, the Company transferred from the trust account to an escrow account an amount equal to (a) the aggregate number of such Subject Shares (approximately 1.1 million shares), multiplied by (b) the per share redemption price for shares out of the trust account, as a prepayment to CF of the amount to be paid to CF in settlement of the Transaction for the number of shares owned by CF at the closing of the Business Combination (the “FEF Shares”).CF may sell the Subject Shares at its sole discretion in one or more transactions, publicly or privately. Any such sale shall constitute an optional early termination of the Transaction upon which (a) CF will receive from the escrow account an amount equal to the positive excess, if any, of (x) the product of the redemption price and the aggregate number of shares over (y) an amount equal to the proceeds received by CF in connection with sales of the shares, and (b) the Company will receive from the escrow account the amount set forth in (y) above. The Company concluded that the instrument includes an embedded derivative for the change in value of the Company's Class A common stock and as such, at the end of each period the Company will mark to market the shares through booking a derivative liability/asset. The calculation of the derivative liability/asset would be the difference between the restricted cash and current fair value of the outstanding FEF shares (number of FEF shares multiplied by market price of the Company's Class A common stock as of period end). As of June 30, 2022, CF had not sold any FEF shares. The aggregate purchase price of $ 11.4 million is reflected in restricted cash with the fair value of the shares of $ 2.4 million included as Class A common stock subject to possible redemption within temporary equity and the derivative liability of $ 9.0 million reflected in current liabilities in the condensed consolidated balance sheets. |
Basis of Presentaton and Summ_2
Basis of Presentaton and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation These statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, in accordance with those rules and regulations do not include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the unaudited condensed consolidated interim financial statements (the “Financial Statements”) reflect all adjustments, which consist only of normal recurring adjustments, necessary to state fairly the results of operations, financial condition and cash flows for the interim periods presented herein. Prior to the Business Combination, the unaudited condensed consolidated interim financial statements reflect Legacy MSP. These Financial Statements should be read in conjunction with the combined and consolidated financial statements and notes thereto included in Legacy MSP’s 2021 and 2020 combined and consolidated financial statements. The year-end consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by GAAP. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year. All intercompany transactions and balances are eliminated from the condensed consolidated financial statements. |
Principles of Consolidation | Principles of consolidation The Company consolidates all entities that it controls through a majority voting interest or otherwise and the accompanying condensed consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries and these entities for which the Company has a controlling interest in. The Company also consolidates all entities that it controls as the primary beneficiary of a variable interest entity (“VIE”). Under the VIE model, management first assesses whether the Company has a variable interest in an entity, which would include an equity interest. If the Company has a variable interest in an entity, management further assesses whether that entity is a VIE, and if so, whether the Company is the primary beneficiary under the VIE model. Generally, entities that are organized similar to a limited partnership, in which a general partner (or managing member) make the most relevant decisions that affect the entity’s economic performance, are considered to be VIEs which would require consolidation, unless the limited partners have substantive kickout or participating rights. Entities that do not qualify as VIEs are assessed for consolidation under the voting interest model. Under the VIE model, an entity is deemed to be the primary beneficiary of a VIE if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly affect the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. Management determines whether the Company is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. This analysis includes an evaluation of the Company’s control rights, as well as the economic interests that the Company holds in the VIE, including indirectly through related parties. As a result of the Business Combination, the Company consolidates MSP Recovery, LLC under the VIE model. |
Estimates and Assumptions | Estimates and Assumptions The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from the Company’s estimates. Estimates are periodically reviewed considering changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Significant estimates and assumptions reflected in these condensed consolidated financial statements include but are not limited to claims recovery income and claims recovery service income recognition, recoverability of long-lived assets and cost of claims recoveries. |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the chief operating decision maker (“ CODM”). The Company manages its operations as a single segment for the purposes of assessing performance and making decisions. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. In addition, all of the Company's revenues and long-lived assets are attributable primarily to operations in the United States and Puerto Rico for all periods presented. |
COVID-19 Impact | COVID-19 Impact The COVID-19 pandemic has resulted, and could continue to result, in significant economic disruption. Federal, state and local governments mobilized to implement containment mechanisms to minimize impacts to their populations and economies. Various containment measures, which include the quarantining of cities, regions and countries, while aiding in the prevention of further outbreak, have resulted in a severe drop in general economic activity. In addition, the global economy has experienced a significant disruption to global supply chains. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak. As of June 30, 2022, COVID-19 has not had a significant impact on the Company. |
Concentration of credit risk and Off-Balance Sheet Risk | Concentration of credit risk and Off-Balance Sheet Risk Cash and cash equivalents and affiliate receivable are financial instruments that are potentially subject to concentrations of credit risk. See Note 13, Related Party , for disclosure of affiliate receivables. The Company’s cash and cash equivalents and restricted cash are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. The Company has no other financial instruments with off-balance-sheet risk of loss. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Restricted Cash consists of cash held in escrow related to the Prepaid Forward Agreement with CF. See Note 16, Derivative Liability , for more information on the Prepaid Forward Agreement. |
Fair Value Measurements | Fair Value Measurements The Company applies the provisions of ASC 820, Fair Value Measurements , for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company also applied the provisions of the subtopic to fair value measurements of non-financial assets and non-financial liabilities that are recognized or disclosed at fair value in the financial statements on a non-recurring basis. The subtopic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The subtopic also establishes a framework for measuring fair value and expands disclosures about fair value measurements. The fair value framework requires the Company to categorize certain assets and liabilities into three levels, based upon the assumptions used to price those assets or liabilities. The three levels are defined as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. The Company has determined the estimated fair value of its financial instruments based on appropriate valuation methodologies; however, for Level 2 and Level 3 inputs considerable judgment is required to develop these estimates. Accordingly, these estimated fair values are not necessarily indicative of the amounts the Company could realize in a current market exchange. The estimated fair values can be materially affected by using different assumptions or methodologies. The methods and assumptions used in estimating the fair values of financial instruments are based on carrying values and future cash flows. As of June 30, 2022 and December 31, 2021 , the Company did no t hold any Level 2 or Level 3 assets or liabilities. Cash and cash equivalents and restricted cash are stated at cost, which approximates their fair value. The carrying amounts reported in the balance sheets for affiliate receivable, accounts payable, affiliate payable and accrued liabilities approximate fair value, due to their short-term maturities. The Company’s investments in rights to claim recovery cash flows are carried at cost as no ted in Note 4, Asset Acquisitions. Outstanding borrowings that qualify as financial instruments are carried at cost, which approximates their fair value as of June 30, 2022 and December 31, 2021 . |
Equity Method Investments | Equity Method Investments Equity investments that are not consolidated, but over which the Company exercises significant influence, are accounted for in accordance with ASC 323, “Investments—Equity Method and Joint Ventures” (“ ASC 323”). Whether or not the Company exercises significant influence with respect to an investee company depends on an evaluation of several factors including, among others, representation on the investee company’s board of directors and ownership level. An entity is presumptively assumed to have significant influence in a corporation when it holds 20 % or more of the voting stock of the investee company, or at a lower level (e.g., 3 % to 5 %) for entities that track separate members capital accounts. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s condensed consolidated balance sheets and statements of operations; however, the Company’s share of the earnings or losses of the investee company is reflected in the caption “Other income” in the condensed consolidated statements of operations. The Company’s carrying value in an equity method investee company is not reflected in the Company’s condensed consolidated balance sheets as of June 30, 2022 or December 31, 2021 as the carrying value is zero . When the Company’s carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company’s condensed consolidated financial statements unless the Company has guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. |
Property, Plant and Equipment | Property, Plant and Equipment Property and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses, if any. Major expenditures for property and equipment and those that substantially increase useful lives are capitalized. When assets are sold or otherwise disposed of, costs and related accumulated depreciation are removed from the financial statements and any resulting gains or losses are included in general and administrative expenses within our condensed consolidated statements of operations. The Company provides for depreciation and amortization on property and equipment using the straight-line method to allocate the cost of depreciable assets over their estimated lives as follows: Office and Computer Equipment 3 years Furniture and Fixtures 3 years Leasehold Improvements Lesser of lease term or estimated life |
Internal Use Software | Internal Use Software Internal-use software development costs incurred in the preliminary project stage are expensed as incurred; costs incurred in the application and development stage, which meet the capitalization criteria, are capitalized and amortized on a straight-line basis over the estimated useful life of the asset and costs incurred in the post-implementation/operations stage are expensed as incurred. Further, internal and external costs incurred in connection with upgrades or enhancements are also evaluated for capitalization. If the software upgrade results in an additional functionality, costs are capitalized; if the upgrade only extends the useful life, it is expensed as occurred. |
Intangible assets | Intangible assets In certain of its CCRAs, the Company makes upfront payments to acquire claims recovery rights from secondary payers, such as health plans, managed service organizations, providers or medical services and independent physicians associations. The Company recognizes intangible assets for costs incurred up front to acquire claims recovery rights from various assignors. The Company amortizes capitalized costs associated with CCRAs over 8 years, based on the typical expected timing to pursue recovery through litigation, including through potential appeals. |
Investment in rights to claim recovery cash flows | Investment in rights to claim recovery cash flows As part of the Business Combination, the Company acquired rights to claims recovery cash flows. These assets were determined to be financial instruments under ASC 825. These assets are held at cost. As cash flows are received the Company evaluates, based on the projected cash flows, whether there was an excess of proceeds received (or receivable) over the portion of the financial asset deemed to be recovered. In the case of excess, the Company would recognize the excess as income in the same period and the remainder would reduce the asset value. In addition, the Company evaluates these assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset group are less than the carrying value, a write-down would be recorded to reduce the related asset group to its estimated fair value. There were no impairment indicators in the six months ended June 30, 2022 and 2021 . |
Leases | Leases Leases entered into by the Company, in which substantially all the benefits and risk of ownership are transferred to the Company, are recorded as obligations under capital leases. Obligations under capital leases, if any, reflect the present value of future lease payments, discounted at an appropriate interest rate, and are reduced by rental payments, net of imputed interest. Assets under capital leases are amortized based on the useful lives of the assets. All other leases are classified as operating leases, and leasing costs, including any rent holidays, leasehold incentives and rent concessions, are recorded on a straight-line basis over the lease term under general and administrative expense in the condensed consolidated statements of operations. See Note 8, Operating Leases , for more information. |
Non-controlling Interests | Non-controlling Interests As part of the Business Combination and described in Note 1, Description of Business , the Company became the managing member of MSP Recovery, LLC, which is consolidated as the Company controls the operating decisions of MSP Recovery, LLC. The non-controlling interest relates to the Up-C Units that are convertible into Class A Common Stock of the Company at the discretion of the holder of the Up-C Unit. The Up-C Unit holders retained approximately 99.76 % of the economic ownership percentage of the Company as of the Closing Date. The non-controlling interest is classified as permanent equity within the unaudited condensed consolidated balance sheet of the Company. As of June 30, 2022 , based on the Class A common stock issuances during the period, the non-controlling interest of Class V shareholders was 97.95 %. Changes in the Company’s ownership interest in MSP Recovery, LLC, due to Class V shareholders converting their shares to Class A, are accounted for as equity transactions. Each issuance of the Company's Class A Common Stock requires a corresponding issuance of MSP Recovery, LLC units to the Company. The issuance would result in a change in ownership and would reduce the balance of non-controlling interest and increase the balance of additional paid-in capital. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets, such as property and equipment, including capitalized software costs, and finite-lived intangibles such as claims recovery rights, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset group are less than the carrying value, a write-down would be recorded to reduce the related asset group to its estimated fair value. There were no impairment indicators in the six months ended June 30, 2022 and 2021 . |
Claims Recovery | Claims Recover y The Company’s primary income-producing activities are associated with the pursuit and recovery of proceeds related to claims recovery rights that the Company obtains through CCRAs, in which it becomes the owner of those rights. As a result, such income is not generated from the transfer of control of goods or services to customers, but from the proceeds realized from perfection of claims recoveries from rights the Company holds outright. The Company also generates revenue by providing claims recovery services to other entities outside of the Company. Claims recovery income The Company recognizes claims recovery income based on a gain contingency model – that is, when the amounts are reasonably certain of collection. This typically occurs upon reaching a binding settlement or arbitration with the counterparty or when the legal proceedings, including any appellate process, are resolved. In some cases, the Company owes an additional payment to the original assignor in connection with the realized value of the recovery right. Claims recovery income is recognized on a gross basis, as the Company is entitled to the full value of proceeds, and makes a payment to the original assignor similar to a royalty arrangement. Such payments to prior owners are recognized as cost of claims recovery in the same period the claims recovery income is recognized. When the Company becomes entitled to proceeds from the settlement of a claim recovery pursuit or proceeding, it recognizes the amount in accounts receivable. Claims recovery service income, ASC 606, Revenue from Contracts with Customers The guidance under ASC 606, Revenue from Contracts with Customers, provides that an entity should apply the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. The Company derives revenues from contracts with customers primarily from claims recovery services arrangements (“claims recovery services”). Claims recovery services include services to related parties or third parties to assist those entities with pursuit of claims recovery rights. The Company has determined it has a single performance obligation for the series of daily activities that comprise claims recovery services, which are recognized over time using a time-based progress measure and are typically based on (1) budgeted expenses for the current month with an adjustment for the variance between budget and actual expenses from the prior month or (2) on a contingent basis dependent on actual settlements or resolved litigation. Amounts estimated and recognized, but not yet fully settled or resolved as part of litigation are recognized as contract assets. There were no contract assets at June 30, 2022 or December 31, 2021, as amounts associated with unresolved litigation were fully constrained. Claims recovery services are generally paid in advance on a monthly basis. The Company did not recognize any material revenue for the six months ended June 30, 2022 and 2021 for performance obligations that were fully satisfied in previous periods. For the six months ended June 30, 2022 and 2021, the majority of the Company’s claims recovery service income was related to a servicing agreement with VRM MSP Recovery Partners LLC (“VRM MSP”), which was entered into on March 27, 2018. As part of the Business Combination, the Company acquired rights to cash flows in the assets, after certain required returns to VRM MSP, that had been part of the servicing agreement. As part of this acquisition, the Company will no longer receive service income from this agreement and will instead recognize revenue and reductions in the asset when cash flows are received as outlined in Note 4, Asset Acquisitions . The Company does not have material unfulfilled performance obligation balances for contracts with an original length greater than one year in any years presented. Additionally, the Company does not have material costs related to obtaining a claims recovery service contract with amortization periods greater than one year for any period presented. The Company applies ASC 606 utilizing the following allowable exemptions or practical expedients: • Exemption to not disclose the unfulfilled performance obligation balance for contracts with an original length of one year or less. • Practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. • Election to present revenue net of sales taxes and other similar taxes, if any. • Practical expedient not requiring the entity to adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. |
Transfers of Claims Cost Recovery Rights to Others | Transfers of Claims Cost Recovery Rights to Others In some cases, the Company has entered into arrangements to transfer CCRAs or rights to proceeds from CCRAs to other parties. The Company evaluates whether such transfers are sales of nonfinancial assets, sales of future revenues treated as debt, in-kind contributions to equity method investees, or other types of arrangements. When they are treated as sales of nonfinancial assets, the Company recognizes a gain on the sale when control transfers to the counterparty based on the difference between the fair value of consideration (including cash) received and the recognized carrying value of the CCRAs. In some cases, such sales include variable consideration in the form of payments that will be made only upon achievement of certain recoveries, or based on a percentage of actual recoveries. The Company estimates and constrains the amounts that will ultimately be realized based on these variable payment terms and includes those amounts in the determination of gain or loss; the gain or loss is subsequently updated based on changes in those estimates. In other cases, such transfers are considered to be sales of future revenue that are debt-like in nature. These arrangements are recognized as debt based on the proceeds received, and are imputed an interest rate based on the expected timing and amount of payments to achieve contractual hurdles. These are subject to revisions of estimates of that timing and amount based on the contractual provisions and the Company’s assumptions from changes in facts and circumstances. Such changes are reflected through revision of the imputed interest rate on a cumulative catch up basis. |
Cost of Claims Recoveries | Cost of Claims Recoveries Costs of claims recoveries consist of all directly attributable costs specifically associated with claims processing activities, including contingent payments to assignors (i.e., settlement expenses). |
Claims amortization expense | Claims amortization expense Claims amortization expense includes amortization of CCRAs acquired as part of the business combination, shown as Intangibles, net in the condensed consolidated balance sheets, and CCRA intangible assets for which the Company made upfront payments for claims recovery rights. For further details on CCRAs see Note 7, Intangible Assets, Net . |
Income Taxes | Income Taxes Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. As a result of the Business Combination, the Company became the sole managing member of MSP Recovery, LLC, which is treated as a partnership for U.S. federal, state and local income tax purposes. As a partnership, MSP Recovery, LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by MSP Recovery, LLC is passed through to and included in the taxable income or loss of its partners, including MSP Recovery, Inc. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to the Company’s allocable share of income of MSP Recovery, LLC. The Company's deferred tax balances reflect the impact of temporary differences between the carrying amount of assets and liabilities and the Company's tax basis. The balances are stated at the tax rates in effect when the temporary differences are expected to be recovered or settled. The Company reviewed the anticipated future realization of the tax benefit of the Company's existing deferred tax assets and concluded that it is more likely than not that all of the deferred tax assets will not be realized in the future. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Pronouncements Recently Adopted ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 and it had no material impact on our condensed consolidated financial statements. ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The amendments in this Update provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. This standard is effective for all entities as of March 12, 2020 through December 31, 2022. Early adoption is permitted. The Company adopted this guidance on January 1, 2022 and it had no material impact on our condensed consolidated financial statements. ASU 2020-06, Debt — Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815- 40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . On August 5, 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . The amendments simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted. The Company adopted this guidance on January 1, 2022 and it had no material impact on our condensed consolidated financial statements. ASU 2022-03, Fair Value Measurement (Topic 820) - Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . On June 30, 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820) - Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . The amendment clarifies that contractual sale restrictions should not be considered when measuring the equity security's fair value and prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024 . Early adoption is permitted. The Company adopted this guidance in June 2022 , which resulted in the Company recognizing the assets acquired as part of the Business Combination at values that were not discounted for contractual sale restrictions, which had a material impact on the Company's condensed consolidated financial statements in relation to the asset acquisitions as noted in Note 4, Asset Acquisitions . New Accounting Pronouncements Issued but Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases , to increase transparency and comparability among organizations by recognizing right of use assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10 , Codification Improvements to ASC 2016-02 , Leases , was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases: Targeted Improvements , which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Furthermore, in March 2020, ASU 2020-03, Codification Improvements to Financial Instruments, Leases , was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Additionally, on June 3, 2020, the FASB deferred by one year the effective date of the new leases standard for private companies, private not-for-profits and public not-for-profits that have not yet issued (or made available for issuance) financial statements reflecting the new standard. Furthermore, in June 2020, ASU 2020-05, Revenue from Contracts with Customers and Leases , was issued to defer effective dates of adoption of the new leasing standard for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the effect that implementation of this standard will have on the Company’s condensed consolidated operating results, cash flows, financial condition and related disclosures. ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses . In 2016 and subsequently, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments including subsequent amendments to the initial guidance : ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825. Financial Instruments, ASU 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief, ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses . ASU 326, and ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures and related amendments require credit losses on financial instruments measured at amortized cost basis to be presented at the net amount expected to be collected, replacing the current incurred loss approach with an expected loss methodology that is referred to as CECL. This ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the effect that implementation of this standard will have on the Company’s condensed consolidated operating results, cash flows, financial condition and related disclosures. |
Basis of Presentaton and Summ_3
Basis of Presentaton and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of disclosure in tabular form of useful lives of property plant and useful lives | The Company provides for depreciation and amortization on property and equipment using the straight-line method to allocate the cost of depreciable assets over their estimated lives as follows: Office and Computer Equipment 3 years Furniture and Fixtures 3 years Leasehold Improvements Lesser of lease term or estimated life |
Investment In Equity Method I_2
Investment In Equity Method Investees (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summarized Financial Information Of Equity Method Investees | Summary financial information for equity accounted investees, not adjusted for the percentage ownership of the Company is as follows (in thousands): Series PMPI Revenue Amortization Other expenses Profit (Loss) For the three months ended June 30, 2022 $ — $ 500 $ — $ ( 500 ) For the six months ended June 30, 2022 $ — $ 1,000 $ — $ ( 1,000 ) For the three months ended June 30, 2021 $ — $ 500 $ — $ ( 500 ) For the six months ended June 30, 2021 $ 1 $ 1,000 $ — $ ( 999 ) Series PMPI Total Assets Total Liabilities As of June 30, 2022 $ 4,341 $ 282 As of December 31, 2021 $ 5,390 $ 266 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment, net consist of the following (in thousands): June 30, December 31, 2022 2021 Office and computer equipment $ 362 $ 356 Leasehold improvements 113 113 Internally developed software 1,364 1,020 Other software 67 66 Property, plant and equipment, gross $ 1,906 $ 1,555 Less: accumulated depreciation and amortization of software ( 956 ) ( 805 ) Property, plant and equipment, net $ 950 $ 750 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Summary of Intangible Assets Net | Intangible assets, net consists of the following (in thousands): June 30, 2022 CCRAs Intangible assets, gross $ 2,123,007 Accumulated amortization ( 27,272 ) Net $ 2,095,735 December 31, 2021 CCRAs Intangible assets, gross $ 84,955 Accumulated amortization ( 737 ) Net $ 84,218 |
Schedule of Expected Future Amortization Expense of Intangible Assets | Future amortization for CCRAs is expected to be as follows (in thousands): Remaining 2022 $ 132,688 2023 265,376 2024 265,303 2025 265,251 2026 265,251 Thereafter 901,866 Total $ 2,095,735 |
Operating Leases (Tables)
Operating Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule Of Future Minimum Lease Payments Under Non-cancelable Operating Leases | The future minimum lease payments under non-cancelable operating leases as of June 30, 2022 for the next five years and thereafter are as follows (in thousands): Year Ending December 31, Lease Payments Remaining 2022 $ 115 2023 (1) 217 Total $ 332 (1) Operating lease expires before or during the year ending December 31, 2023 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Summary of Ownership Units | The following table summarizes the ownership of Units in the Company as of June 30, 2022: Common Units Ownership Percentage Ownership of Class A Common Units 66,051,029 2.1 % Ownership of Class V Common Units 3,154,473,292 97.9 % Balance at end of period 3,220,524,321 100.0 % |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share of Class A common stock: (in thousands except shares and per share amounts) Three months ended June 30, 2022 Six months ended June 30, 2022 Numerator - basic and diluted: Net loss $ ( 77,124 ) $ ( 91,015 ) Less: Net (income) loss attributable to MSP Recovery, LLC pre Business Combination 14,748 28,639 Less: Net (income) loss attributable to the noncontrolling interest post Business Combination $ 61,088 $ 61,088 Net loss attributable to common shareholders $ ( 1,288 ) $ ( 1,288 ) Denominator - basic and diluted: Weighed-average shares of Class A common stock outstanding 13,607,255 13,607,255 Earnings per share of Class A common stock - basic and diluted $ ( 0.09 ) $ ( 0.09 ) |
Description of Business - Addit
Description of Business - Additional Information (Detail) - USD ($) | 6 Months Ended | ||||
Jun. 16, 2022 | Jun. 30, 2022 | May 23, 2022 | May 17, 2022 | Sep. 27, 2021 | |
MSP Recovery Law Firm [Member] | |||||
Nature Of Operations [Line Items] | |||||
Payment of advances | $ 36,500,000 | ||||
John H. Ruiz and Frank C [Member] | Promissory Note [Member] | |||||
Nature Of Operations [Line Items] | |||||
Aggregate principal amount | $ 112,800,000 | ||||
Interest rate | 4% | ||||
Debt instrument, maturity term | 4 years | ||||
Servicing Agreement [Member] | Prudent Group [Member] | |||||
Nature Of Operations [Line Items] | |||||
Percentage of annual return on amount paid for net recovery proceeds | 18% | ||||
Investment Capacity Agreement [Member] | Virage Capital Management LP [Member] | |||||
Nature Of Operations [Line Items] | |||||
Maximum amount of paid amount purchasable pursuant to Agreement | $ 3,000,000,000 | ||||
Percentage of recoveries payable to assignor | 50% | ||||
Percentage of recoveries from the assignor | 50% | ||||
Common Stock Purchase Agreement [Member] | Cantor Fitzgerald [Member] | |||||
Nature Of Operations [Line Items] | |||||
Percentage of volume of weighted average price of common stock to sell under purchase agreement | 98% | ||||
Advertising Costs Commitment [Member] | Life Wallet LLC [Member] | |||||
Nature Of Operations [Line Items] | |||||
Other commitments remainder of fiscal year | $ 2,200,000 | ||||
Agreements [Member] | Prudent Group [Member] | |||||
Nature Of Operations [Line Items] | |||||
Maximum monetize amount of net recovery interest in claim demand | $ 250,000,000 | ||||
Percentage of amount paid on claim | 90% | ||||
Anticipated first closure | $ 10 | ||||
Class V Common Stock [Member | Non Economic Voting Shares [Member] | |||||
Nature Of Operations [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | ||||
Common Class A [Member] | |||||
Nature Of Operations [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | ||||
Common Class A [Member] | Common Stock Purchase Agreement [Member] | Cantor Fitzgerald [Member] | |||||
Nature Of Operations [Line Items] | |||||
Option to sell maximum shares value under purchase agreement | $ 1,000,000,000 |
Basis of Presentaton and Summ_4
Basis of Presentaton and Summary of Significant Accounting Policies - Summary Of Disclosure In Tabular Form Of Useful Lives Of Property Plant And Useful Lives (Detail) | 6 Months Ended |
Jun. 30, 2022 | |
Office And Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of lease term or estimated life |
Basis of Presentaton and Summ_5
Basis of Presentaton and Summary of Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended | ||
Jun. 30, 2022 USD ($) Segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Accounting Policies [Line Items] | |||
Number of operating segments | Segment | 1 | ||
Equity Method Investments | $ 0 | $ 0 | |
Finite lived intangible assets useful lives | 8 years | ||
Impairment of long lived assets | $ 0 | $ 0 | |
Up-C Unit Holders [Member] | Class A Common Stock [Member] | |||
Accounting Policies [Line Items] | |||
Non-controlling interests ownership percentage | 99.76% | ||
Class V Shareholders [Member] | Class A Common Stock [Member] | |||
Accounting Policies [Line Items] | |||
Non-controlling interests ownership percentage | 97.95% | ||
Minimum [Member] | |||
Accounting Policies [Line Items] | |||
Equity method investments ownership percentage | 20% | ||
Equity method ownership percentage for entities that track separate capital accounts | 3% | ||
Maximum [Member] | |||
Accounting Policies [Line Items] | |||
Equity method ownership percentage for entities that track separate capital accounts | 5% | ||
Fair Value, Inputs, Level 2 [Member] | |||
Accounting Policies [Line Items] | |||
Assets at fair value | $ 0 | 0 | |
Liabilities at fair value | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | |||
Accounting Policies [Line Items] | |||
Assets at fair value | 0 | 0 | |
Liabilities at fair value | $ 0 | $ 0 | |
ASU 2019-12 | |||
Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | ||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | ||
ASU 2020-04 | |||
Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | ||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | ||
ASU 2020-06 | |||
Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | ||
Change in accounting principle, accounting standards update, immaterial effect [true false] | false | ||
ASU 2022-03 | |||
Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||
Change in accounting principle, accounting standards update, adoption date | Jun. 30, 2022 | ||
Change in accounting principle, accounting standards update, immaterial effect [true false] | false | ||
Change in accounting principle, accounting standards update, early adoption [true false] | true |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
May 23, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | |||
Warrants increased resulting in other expense | $ 5,350 | ||
Warrants or rights exercise price | $ 0.0001 | $ 0.0001 | |
Period of new warrants exercisable closing date | 30 days | ||
Tax Receivable Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Percentage of pay sellers to amount of tax benefit | 85% | ||
Warrants [Member] | |||
Business Acquisition [Line Items] | |||
Class of warrants or rights exercisable period | 10 days | ||
Class A Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Business combination units issued | 3,250,000,000 | ||
Warrant, exercise price, decrease per share | $ 0.0001 | ||
Warrants increased resulting in other expense | $ 5,400 | ||
Warrants exercised | 11,800,000 | 11,800,000 | |
Period of subject to certain ant dilution adjustments exercisable | 30 days | ||
Warrants or rights exercise price | $ 11.50 | $ 11.50 | |
Dividend comprising number of new warrants payable holders | 1,028,000,000 | ||
Subject to certain ant dilution adjustments exercisable term | 5 years | ||
Warrants issued | 7,200,000 | 7,200,000 | |
Class A Common Stock [Member] | Membership Interest Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, share price per share | $ 0.0001 | ||
Business combination units issued | 3,154,473,292 | ||
Business combination, direct and incremental costs | $ 79,900 | ||
Class A Common Stock [Member] | FEF Shares [Member] | |||
Business Acquisition [Line Items] | |||
Net proceeds in business combination | 23,400 | ||
Class A Common Stock [Member] | Warrants [Member] | |||
Business Acquisition [Line Items] | |||
Business combination transaction, assumed liability | $ 12,500 | ||
Class A Common Stock [Member] | Canceled Units [Member] | |||
Business Acquisition [Line Items] | |||
Business combination units issued | 95,526,708 | ||
Class A Common Stock [Member] | Up-C Units [Member] | |||
Business Acquisition [Line Items] | |||
Business combination units issued | 50,022,000 |
Asset Acquisitions - Additional
Asset Acquisitions - Additional Information (Detail) - USD ($) shares in Millions, $ in Millions | May 23, 2022 | Jun. 30, 2022 |
Series MRCS LLC [Member] | CCRA [Member] | ||
Asset Acquisition [Line Items] | ||
Number of Up C units issued in exchange of assets acquired | 196.6 | |
Finite life intangible assets acquired useful life | 8 years | |
Series MRCS LLC [Member] | Class A [Member] | CCRA [Member] | ||
Asset Acquisition [Line Items] | ||
Percentage of discount on shares lack of marketability | 4.50% | |
VRM MSP Recovery Partners LLC [Member] | Investment in Rights to Claim Recovery Cash Flows [Member] | ||
Asset Acquisition [Line Items] | ||
Number of Up C units issued in exchange of assets acquired | 356.8 | |
Percentage of discount on shares lack of marketability | 4.50% | |
VRM [Member] | ||
Asset Acquisition [Line Items] | ||
Number of Up C units reserved in escrow for payments | 65 | |
VRM [Member] | Reserved Shares [Member] | ||
Asset Acquisition [Line Items] | ||
Annual compounded return percentage on contribution | 20% | |
Value of full return | $ 719.4 |
Investment In Equity Method I_3
Investment In Equity Method Investees - Additional Information (Detail) | 6 Months Ended | |
Jun. 30, 2022 USD ($) Investment | Dec. 31, 2021 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||
Number of holding investments | Investment | 3 | |
Equity Method Investments | $ 0 | $ 0 |
PMPI [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investments | $ 0 | 0 |
Percentage of preferred return for the controlling member | 20% | |
Percentage of recovery claims for the controlling member | 50% | |
Percentage of costs allocated to non controlling member | 100% | |
MAO [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investments | $ 0 | 0 |
Equity method investments ownership percentage | 50% | |
MSO [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investments | $ 0 | $ 0 |
Equity method investments ownership percentage | 50% |
Investment In Equity Method I_4
Investment In Equity Method Investees - Summary of Financial Information For Equity Accounted Investees (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |||
Disclosure In Tabular Form Of Summarized Financial Information Of Equity Method Investees [Line Items] | |||||||
Profit (Loss) | $ (77,124) | $ (7,280) | $ (91,015) | [1] | $ (13,152) | [1] | |
Total assets | 6,566,932 | 6,566,932 | $ 104,006 | ||||
Total Liabilities | 1,148,161 | 1,148,161 | 255,414 | ||||
Equity Method Investee [Member] | |||||||
Disclosure In Tabular Form Of Summarized Financial Information Of Equity Method Investees [Line Items] | |||||||
Revenue | 0 | 0 | 0 | 1 | |||
Amortization | 500 | 500 | 1,000 | 1,000 | |||
Other expenses | 0 | 0 | 0 | 0 | |||
Profit (Loss) | (500) | $ (500) | (1,000) | $ (999) | |||
Total assets | 4,341 | 4,341 | 5,390 | ||||
Total Liabilities | $ 282 | $ 282 | $ 266 | ||||
[1] Balances include related party transactions. See Note 13, Related Party , for further details. |
Property, plant and equipment_3
Property, plant and equipment, net (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,906 | $ 1,555 |
Less: accumulated depreciation and amortization of software | (956) | (805) |
Property, plant and equipment, net | 950 | 750 |
Office and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 362 | 356 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 113 | 113 |
Internally developed software | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,364 | 1,020 |
Other software | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 67 | $ 66 |
Property, plant and equipment_4
Property, plant and equipment, net (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 72 | $ 135 | $ 151 | $ 167 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - Claims Cost Recovery Rights [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Intangible Assets, Net [Line Items] | ||||
Amortization expense | $ 23,800 | $ 36 | $ 26,500 | $ 67 |
Series MRCS LLC [Member] | ||||
Intangible Assets, Net [Line Items] | ||||
Finite life intangible assets acquired useful life | 8 years | |||
Purchase of Intangible assets | 12,700 | |||
Payment of cash for assets purchase | 2,700 | |||
Minimum required Issuance value within one year to avoid additional cash or equity payments | $ 10,000 | 10,000 | ||
Difference between fair value and issuance value of shares | 8,400 | 8,400 | ||
Issuance value of shares | 10,000 | 10,000 | ||
Series MRCS LLC [Member] | Class A Common Stock [Member] | ||||
Intangible Assets, Net [Line Items] | ||||
Issuance of stock value for purchase of assets | $ 10,000 | $ 10,000 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Intangible Assets Net (Detail) - Claims Cost Recovery Rights [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,123,007 | $ 84,955 |
Accumulated amortization | (27,272) | (737) |
Total | $ 2,095,735 | $ 84,218 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule Of Expected Future Amortization Expense Of Intangible Assets (Detail) - Claims Cost Recovery Rights [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||
Remaining 2022 | $ 132,688 | |
2023 | 265,376 | |
2024 | 265,303 | |
2025 | 265,251 | |
2026 | 265,251 | |
Thereafter | 901,866 | |
Total | $ 2,095,735 | $ 84,218 |
Operating Leases - Schedule Of
Operating Leases - Schedule Of Future Minimum Lease Payments Under Non-cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2021 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
Remaining 2022 | $ 115 |
2023 | 217 |
Total | $ 332 |
Operating Leases - Additional I
Operating Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Rent expense | $ 193 | $ 199 | $ 385 | $ 404 |
Lease expiration period | November 2023 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Assets | $ 6,566,932 | $ 104,006 |
Liabilities | 1,148,161 | 255,414 |
Variable Interest Entity, Not Primary Beneficiary [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets | 4,300 | 5,400 |
Liabilities | $ 300 | $ 300 |
Claims Financing Obligations _2
Claims Financing Obligations and Notes Payable - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
PPP Loan [Member] | |||
Claims Financing Obligations and Notes Payable [Line Items] | |||
Debt instrument, Face amount | $ 1,086 | ||
Financing Obligations and Notes Payable Agreements [Member] | |||
Claims Financing Obligations and Notes Payable [Line Items] | |||
Line of credit facility, Maximum borrowing capacity | $ 222,700 | $ 201,400 | |
Interest expense, Debt | $ 111,300 | $ 94,500 | |
Weighted average interest rate | 22% | 22% | |
Line of credit facility, Current borrowing capacity | $ 222,700 | ||
Financing Obligations and Notes Payable Agreements [Member] | Minimum [Member] | |||
Claims Financing Obligations and Notes Payable [Line Items] | |||
Line of credit facility, Interest rate during period | 2% | 2% | |
Financing Obligations and Notes Payable Agreements [Member] | Maximum [Member] | |||
Claims Financing Obligations and Notes Payable [Line Items] | |||
Line of credit facility, Interest rate during period | 30% | 30% | |
Nonrecourse Required Payments [Member] | |||
Claims Financing Obligations and Notes Payable [Line Items] | |||
Repayments of lines of credit | $ 134,300 | ||
Minimum Required Payment [Member] | |||
Claims Financing Obligations and Notes Payable [Line Items] | |||
Repayments of lines of credit | $ 384,800 |
Noncontrolling Interest - Summa
Noncontrolling Interest - Summarizes the ownership of Units (Details) - UP-C Units [Member] | Jun. 30, 2022 shares |
Noncontrolling Interest [Line Items] | |
Common units issued | 3,220,524,321 |
Ownership percentage | 100% |
Class A Common Units [Member] | |
Noncontrolling Interest [Line Items] | |
Common units issued | 66,051,029 |
Ownership percentage | 2.10% |
Class V Common Units [Member] | |
Noncontrolling Interest [Line Items] | |
Common units issued | 3,154,473,292 |
Ownership percentage | 97.90% |
Noncontrolling Interest - Addit
Noncontrolling Interest - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Noncontrolling Interest [Line Items] | ||
Non-controlling interest | $ 5,251,837 | $ 4,348 |
MAOMSO Recovery LLC Series FHCP [Member] | MSP Recovery LLC [Member] | ||
Noncontrolling Interest [Line Items] | ||
Percentage of entitled preferred return by non-controlling member | 20% | |
Entitled claims recover percentage by non-controlling member | 80% | |
Percentage of non-controlling member allocated cost | 100% | |
Non-controlling interest | $ 4,300 | $ 4,300 |
Commitments and contingencies -
Commitments and contingencies - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Percentage of expected recoveries arise from claims under Medicare Secondary Payer Act | 88% |
Related Party - Additional Info
Related Party - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | ||
Related Party Transaction [Line Items] | ||||||
Prepaid expenses and other current assets | [1] | $ 36,890,000 | $ 36,890,000 | $ 13,304,000 | ||
Claims recovery service income | [2] | 3,971,000 | $ 3,360,000 | 12,047,000 | $ 6,774,000 | |
General and Administrative Expenses [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 156,000 | 19,000 | 250,000 | 19,000 | ||
Funds Held For Other Entities [Member] | Affiliate Payable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related party current | 20,100,000 | 20,100,000 | 39,700,000 | |||
MSP Principals [Member] | Unsecured Promissory Notes [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate principal amount | $ 112,800,000 | $ 112,800,000 | ||||
Interest rate, payable in kind | 4% | 4% | ||||
Debt instrument, maturity term | 4 years | |||||
MSP Recovery Law Firm [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | $ 231,000 | $ 271,000 | ||||
MSP Recovery Law Firm [Member] | Professional Fees - Legal [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | $ 0 | 5,000 | 300,000 | 8,000 | ||
MSP Recovery Law Firm [Member] | Professional Fees - Legal [Member] | Class A Common Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | $ 20,100,000 | |||||
MSP Recovery Law Firm [Member] | Existing Legal Services Agreements [Member] | Class A Common Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock shares issued | 8,022,000 | 8,022,000 | ||||
MSP Recovery Law Firm [Member] | Existing Legal Services Agreements [Member] | Professional Fees - Legal [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | $ 27,000 | $ 31,000 | ||||
MSP Recovery Law Firm [Member] | Existing Legal Services Agreements [Member] | Cost of Claims Recoveries [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 231,000 | 0 | 271,000 | 0 | ||
MSP Recovery Law Firm [Member] | Existing Legal Services Agreements [Member] | Affiliate Payable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related party current | 100,000 | 100,000 | 5,500,000 | |||
MSP Recovery Law Firm [Member] | Existing Legal Services Agreements [Member] | Affiliate Receivable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related party current | 1,800,000 | 1,800,000 | 3,400,000 | |||
MSP Recovery Law Firm [Member] | Unsecured Promissory Notes [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from promissory notes | 36,500,000 | |||||
Prepaid expenses and other current assets | 36,500,000 | 36,500,000 | ||||
MSP Recovery Aviation, LLC [Member] | General and Administrative Expenses [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 156,000 | 250,000 | ||||
MSP Recovery Aviation, LLC [Member] | Affiliate Receivable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related party current | 195,000 | 195,000 | 153,000 | |||
Series MRCS LLC [Member] | Claims Financing Obligation and Notes Payable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Note payable related party | 500,000 | 500,000 | 500,000 | |||
Other Affiliates [Member] | Additional Receivables From Other Affiliates [Member] | Affiliate Receivable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related party current | 130,000 | 130,000 | 92,000 | |||
VRM [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Claims recovery service income | $ 3,200,000 | $ 2,600,000 | $ 10,600,000 | $ 5,300,000 | ||
MSP National LLC [Member] | Affiliate Receivable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related party current | $ 400,000 | |||||
[1] As of June 30, 2022 and December 31, 2021, the total affiliate receivable, indemnification asset, affiliate payable and loan from related parties balances are with related parties. In addition, the prepaid expenses and other current assets and claims financings obligation and notes payable includes balances with related parties. See Note 13, Related Party, for further details. For the three and six months ended June 30, 2022 and 2021, claims recovery service income included $ 3.2 million and $ 10.6 million , respectively, and $ 2.6 million and $ 5.3 million , respectively, of claims recovery service income from VRM MSP Recovery Partners LLC (“VRM”). See Note 13, Related Party, for further details. |
Investments in Equity Securit_2
Investments in Equity Securities and Obligations to Deliver Securities - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Investments in Equity Securities and Obligations to Deliver Securities [Line Items] | ||||
Number of equity shares acquired to cover the short position | 100,000 | 100,000 | ||
Purchase of securities to cover short position | $ 1,800,000 | $ 1,800,000 | ||
Investment in equity securities | $ 0 | $ 0 | ||
Other Income [Member] | ||||
Investments in Equity Securities and Obligations to Deliver Securities [Line Items] | ||||
Realized loss on investments to cover short position | $ (193,000) | $ (193,000) |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||||
Numerator - basic and diluted: | |||||||
Net loss | $ (77,124) | $ (7,280) | $ (91,015) | [1] | $ (13,152) | [1] | |
Less: Net (income) loss attributable to MSP Recovery, LLC pre Business Combination | 14,748 | 28,639 | |||||
Less: Net (income) loss attributable to the noncontrolling interest post Business Combination | 61,088 | 61,088 | |||||
Net loss attributable to controlling members | $ (1,288) | $ (7,280) | $ (1,288) | $ (13,152) | |||
Class A Common Stock [Member] | |||||||
Denominator - basic and diluted: | |||||||
Weighed-average shares of common stock outstanding - basic | [2] | 13,607,255 | 13,607,255 | ||||
Weighed-average shares of common stock outstanding - diluted | [2] | 13,607,255 | 13,607,255 | ||||
Earnings per share of common stock - basic | [2] | $ (0.09) | $ (0.09) | ||||
Earnings per share of common stock - diluted | [2] | $ (0.09) | $ (0.09) | ||||
[1] Balances include related party transactions. See Note 13, Related Party , for further details. Earnings per share information has not been presented for periods prior to the Business Combination (as defined in Note 1), as it resulted in values that would not be meaningful to the users of these unaudited condensed consolidated financial statements. Refer to Note 15 for further information. |
Net Loss Per Common Share - Add
Net Loss Per Common Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Public Warrants Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 4,622,964 | 4,622,964 |
New Warrants Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 1,028,046,326 | 1,028,046,326 |
Class V Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 3,154,473,292 | 3,154,473,292 |
Derivative Liability - Addition
Derivative Liability - Additional Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Aggregate purchase price | $ 11,420 |
Fair value of shares | 2,417 |
Derivative liability | $ 9,003 |
FEF Shares [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Aggregate number of shares transferred to escrow account | shares | 1,100,000 |
Aggregate purchase price | $ 11,400 |
Derivative liability | 9,000 |
FEF Shares [Member] | Common Class A [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Fair value of shares | $ 2,400 |