UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

ACT OF 1934

For the quarterly period ended June 30, 2024

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

ACT OF 1934

001-32146

Commission file number

DSS, INC.

(Exact name of registrant as specified in its charter)

New York

16-1229730

(State or other Jurisdiction of

incorporation- or Organization)

(IRS Employer

Identification No.)

275 Wiregrass Pkwy,

West Henrietta, NY 14586

(Address of principal executive offices)

(585) 325-3610

(Registrant’s telephone number, including area code)

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

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

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

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

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

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

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

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, $0.02 par value per share		DSS		The NYSE American LLC

As of August 1, 2024 there were 7,066,772 shares of the registrant’s common stock, $0.02 par value, outstanding.

DSS, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	3
Item 1	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023	3
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2024 and 2023 (Unaudited)	5
	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2024 and 2023 (Unaudited)	6
	Notes to Interim Condensed Consolidated Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 4	Controls and Procedures	33

PART II	OTHER INFORMATION	34
Item 1	Legal Proceedings	34
Item 1A	Risk Factors	34
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3	Defaults upon Senior Securities	34
Item 4	Mine Safety Disclosures	34
Item 5	Other Information	34
Item 6	Exhibits	34

PART I – FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

DSS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	June 30, 2024 (unaudited)			December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	10,719,000		$	6,615,000
Accounts receivable, net		2,531,000			3,994,000
Inventory		3,572,000			2,819,000
Assets held for sale		46,040,000			51,595,000
Current portion of notes receivable		3,907,000			8,772,000
Prepaid expenses and other current assets		929,000			839,000
Total current assets		67,698,000			74,634,000

Property, plant and equipment, net		6,054,000			6,417,000
Investment in real estate, net		6,226,000			6,279,000
Other investments		1,282,000			1,282,000
Investment, equity method		135,000			128,000
Marketable securities		9,558,000			9,979,000
Notes receivable		117,000			111,000
Other assets		139,000			97,000
Right-of-use assets		6,841,000			7,210,000
Goodwill		26,862,000			26,862,000
Other intangible assets, net		19,536,000			20,193,000
Total assets	$	144,448,000		$	153,192,000

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	3,430,000		$	3,654,000
Accrued expenses and deferred revenue		1,989,000			2,512,000
Other current liabilities		2,456,000			983,000
Current portion of lease liability		661,000			686,000
Current portion of long-term debt, net		49,130,000			47,776,000
Total current liabilities		57,666,000			55,611,000

Long-term debt, net		7,029,000			7,451,000
Long term lease liability		6,603,000			6,917,000

Commitments and contingencies (Note 11)		-			-

Stockholders’ equity
Preferred stock, $.02 par value; 47,000 shares authorized, zero shares issued and outstanding (zero on December 31, 2023); Liquidation value $1,000 per share, zero aggregate. zero on December 31, 2023).		-			-
Common stock, $.02 par value; 200,000,000 shares authorized, 7,066,772 shares issued and outstanding (7,066,772 on December 31, 2023)		140,000			140,000
Additional paid-in capital		319,963,000			319,963,000
Accumulated deficit		(264,930,000	)		(256,176,000	)
Total stockholders’ equity		55,173,000			63,927,000
Non-controlling interest in subsidiaries		17,977,000			19,286,000
Total stockholders’ equity		73,150,000			83,213,000

Total liabilities and stockholders’ equity	$	144,448,000		$	153,192,000

See accompanying notes to the condensed consolidated financial statements.

DSS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Revenue:
Printed products	$	3,528,000	$	3,626,000	$	6,601,000	$	9,661,000
Rental income		438,000		1,543,000		838,000		3,228,000
Net investment income		41,000		197,000		136,000		314,000
Direct marketing		-		1,572,000		-		5,566,000
Commission revenue		204,000		295,000		507,000

SEC Form 10-Q filed by DSS Inc.