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FRMO Corp. Announces Results for Fiscal 2023 and Annual Meeting

FRMO | August 15, 2023

FRMO Corp. (the “Company” or “FRMO”) (OTC Pink: FRMO) today reported its financial results for the fiscal year 2023 ended May 31, 2023.

Financial Highlights

FRMO’s total book value as of May 31, 2023 was $284.1 million ($6.45 per share on a fully diluted basis), including $114.8 million of non-controlling interests. Book value for the same period, excluding the non-controlling interests was $169.3 million ($3.85 per share). This compares with total book value at the prior fiscal year end on May 31, 2022 of $314.3 million ($7.14 per share), including $132.9 million of non-controlling interests. Book value for the same period, excluding the non-controlling interests was $181.4 million ($4.12 per share).

Current assets, comprised primarily of cash and equivalents and equity securities, amounted to $201.3 million as of May 31, 2023, and $223.8 million as of May 31, 2022. Total liabilities were $19.4 million as of May 31, 2023, and $23.9 million as of May 31, 2022, comprised primarily of securities sold, not yet purchased and deferred taxes.

Annual net (loss) income attributable to the Company in the fiscal year ended May 31, 2023 was $(12,603,972) ($(0.29) per diluted share) compared to $2,945,877 ($0.07 per diluted shares) in 2022.

For the three months ended May 31, 2023, FRMO’s net (loss) income attributable to the Company was $(20,050,797) ($(0.46) per diluted share) compared to $14,343,798 ($0.33 per diluted share) a year earlier.

Net income attributable to the Company excluding the effect of unrealized (loss) gain from equity securities net of taxes for the three months ended May 31, 2023 was $(7,197,926) ($(0.16) per diluted share) compared to $4,014,188 ( $0.09 per diluted share) for the three months ended May 31, 2022. For the year ended May 31, 2023 this figure was $(6,382,222) ($(0.14) per diluted share) and $(1,621,363) ($(0.04) per diluted share) in the previous year.

Net income (loss) attributable to the Company excluding the effect of unrealized gain (loss) from equity securities net of taxes is a measure not based on GAAP and is defined and reconciled to the most directly comparable GAAP measures in “Information Regarding Non-GAAP Measures” at the end of this release.

Valuation of securities and cryptocurrencies are subject to change after May 31, 2023. The market value of several securities and cryptocurrencies might have changed substantially since that date. We look forward to finding new ways to expand our cryptocurrency mining operations.

As of May 31, 2023 and May 31, 2022, the Company held a 21.80% and 21.88% equity interest in Horizon Kinetics Hard Assets LLC (“HKHA”), a company formed by Horizon Kinetics LLC and certain officers, principal stockholders, and directors of FRMO Corp. (“the Company”). Due to the common control and ownership between HKHA and the Company’s principal stockholders and directors, HKHA has been consolidated within the Company’s financial statements. The noncontrolling interest of 78.20% and 78.12% in HKHA has been eliminated from results of operations for the periods ended May 31, 2023 and May 31, 2022.

Further details are available in the Company’s Consolidated Financial Statements for the fiscal year ended May 31, 2023. These statements have been filed on the OTC Markets Group Disclosure and News Services, which may be accessed at www.otcmarkets.com/stock/FRMO/filings. These documents are also available on the FRMO website at www.frmocorp.com.

Annual Meeting

Murray Stahl, Chairman and CEO, and Steven Bregman, President and CFO, will host the 2023 Annual Meeting of Shareholders (“Meeting”) on Thursday, September 7, 2023, at 3 p.m. Eastern Time, to be held at The Union League Club (The Mary Murray Room) at 38 East 37th Street and online via live webcast at: https://www.virtualshareholdermeeting.com/FRMO2023.

Admission to the FRMO in person Annual Meeting is limited to stockholders who owned Common Stock as of the close of business on July 24, 2023, the record date, or their duly appointed proxies, and one guest. Proof of ownership of FRMO stock and valid government-issued photo identification must be presented to be admitted to the Annual Meeting. Each guest must also present valid government-issued photo identification. If your shares are held in the name of a bank, broker, or other holder of record, you must bring a brokerage statement or other proof of ownership (or the equivalent proof of ownership as of the close of business on the record date of the stockholder who granted you the Proxy). If your shares are held in certificate form, ownership will be verified by consulting the list of Registered Shareholders as of the record date. Registration will begin at 2:00 p.m.

No cameras, recording equipment, electronic devices, large bags, briefcases, or packages will be permitted in the Annual Meeting. Dress code for the Union League Club is strictly enforced by the Club’s staff. For men: Traditional business attire,jacket is required for all men and equally formal attire for women.


Condensed Consolidated Balance Sheets
(in thousands)
	May 31,		May 31,
	2023		2022

Assets
Current Assets:
Cash and cash equivalents	$	38,077	$	33,289
Equity securities, at fair value		159,729		187,386
Other current assets		3,539		3,083
Total Current Assets		201,346		223,758
Investment in limited partnerships and other
equity investments, at fair value		70,656		82,630
Investments in securities exchanges		4,869		4,815
Other assets		1,815		2,177
Investment in Horizon Kinetics LLC		14,608		14,702
Participation in Horizon Kinetics LLC revenue stream		10,200		10,200
Total Assets	$	303,494	$	338,282

Liabilities and Stockholders' Equity
Current Liabilities:
Securities sold, not yet purchased	$	2,353	$	2,573
Other current liabilities		354		212
Total Current Liabilities		2,707		2,785
Deferred Tax Liability		16,004		20,470
Mortgage payable		669		700
Total Liabilities		19,379		23,955

Stockholders' Equity:
Stockholders' Equity Attributable to the Company		169,283		181,409
Noncontrolling interests		114,832		132,919
Total Stockholders' Equity		284,114		314,327

Total Liabilities and Stockholders' Equity	$	303,494	$	338,282


(Components may not sum to totals due to rounding)


Condensed Consolidated Statements of Income (Loss)
(amounts in thousands, except share data)
	Three Months Ended						Years Ended
	May 31,			May 31,			May 31,			May 31,
		2023			2022			2023			2022
	(Unaudited)
Revenue:
Fees	$	737		$	873		$	3,222		$	4,678
Equity (losses) earnings from limited partnerships
and limited liability companies		(685	)		625			1,614			653
Unrealized (losses) gains from investments		(12,614	)		3,502			(13,661	)		(5,576	)
Other		402			(536	)		4,046			141
Total revenue before unrealized (losses) gains from equity securities		(12,159	)		4,464			(4,779	)		(104	)
Unrealized (losses) gains from equity securities		(52,374	)		41,175			(28,368	)		13,978
Total Revenue		(64,533	)		45,638			(33,147	)		13,874
Total Expenses		343			250			1,837			1,380

(Loss) Income from Operations before (Benefit from) Provision
for Income Taxes		(64,877	)		45,388			(34,984	)		12,493
(Benefit from) Provision for Income Taxes		(6,075	)		257			(3,222	)		(774	)
Net (Loss) Income		(58,802	)		45,131			(31,762	)		13,267
Less net (loss) income attributable to noncontrolling interests		(38,751	)		30,787			(19,158	)		10,321
Net (Loss) Income Attributable to FRMO Corporation	$	(20,051	)	$	14,344		$	(12,604	)	$	2,946

Diluted Net (Loss) Income per Common Share	$	(0.46	)	$	0.33		$	(0.29	)	$	0.07

Weighted Average Common Shares Outstanding
Basic		44,022,781			44,017,781			44,021,069			44,016,014
Diluted		44,022,781			44,034,588			44,021,069			44,034,813


(Components may not sum to totals due to rounding)

About FRMO Corp.

FRMO Corp. invests in and receives revenues based upon consulting and advisory fee interests in the asset management sector.

FRMO had 44,022,781 shares of common stock outstanding as of May 31, 2023.

For more information, visit our website at www.frmocorp.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 – With the exception of historical information, the matters discussed in this press release are forward-looking statements that involve a number of risks and uncertainties. Words like “believe,” “expect” and “anticipate” mean that these are our best estimates as of this writing, but that there can be no assurances that expected or anticipated results or events will actually take place, so our actual future results could differ significantly from those statements. Factors that could cause or contribute to such differences include, but are not limited to: our ability to maintain our competitive advantages, the general economics of the financial industry, our ability to finance growth, our ability to identify and close acquisitions on terms favorable to the Company, and a sustainable market.

Further information on our risk factors is contained in our quarterly and annual reports as filed on our website www.frmocorp.com and on www.otcmarkets.com/stock/FRMO/filings.

Information Regarding Non-GAAP Measures

Net income attributable to the Company excluding the effect of unrealized gain (loss) from equity securities is net income attributable to the Company exclusive of unrealized gains (losses) from equity securities, net of tax. Net income attributable to the Company is the GAAP measure most closely comparable to net income attributable to the Company excluding the effect of unrealized gain (loss) from equity securities.

Management uses net income attributable to the Company excluding the effect of unrealized gain (loss) from equity securities, along with other measures, to gauge the Company’s performance and evaluate results, which can be skewed when including unrealized gain (loss) from equity securities, which may vary significantly between periods. Net income attributable to the Company excluding the effect of unrealized gain (loss) from equity securities is provided as supplemental information, and is not a substitute for net income attributable to the Company and does not reflect the Company’s overall profitability.

The following table reconciles the net income attributable to the Company excluding the effect of unrealized gain (loss) from equity securities to net income attributable to the Company for the periods indicated:

	Three Months Ended						Three Months Ended					Years Ended						Yeras Ended
	May 31, 2023						May 31, 2022					May 31, 2023						May 31, 2022
	(Unaudited)						(Unaudited)

	Amount			Diluted earnings per common share			Amount			Diluted earnings per common share		Amount			Diluted earnings per common share			Amount			Diluted earnings per common share
(000’s except per common share amounts and percentages)
Net (Loss) Income Attributable to the Company Excluding the Effect of Unrealized (Loss) Gain from Equity Securities and Diluted Earnings per Common Share Reconciliation:

Net (loss) income attributable to the Company	$	(20,051	)	$	(0.46	)	$	14,344		$	0.33	$	(12,604	)	$	(0.29	)	$	2,946		$	0.07

Unrealized (loss) gain from equity securities		(52,374	)					41,175					(28,368	)					13,978
Unrealized (loss) gain from equity securities attributable to noncontrolling interests		(39,059	)					30,543					(21,907	)					9,397
Unrealized (loss) gain from equity securities attributable to the Company		(13,315	)					10,632					(6,461	)					4,580
Tax benefit (provision) on unrealized (loss) gain from equity securities attributable to the company		463						(302	)				240						(13	)
Unrealized (loss) gain from equity securities attributable to the Company, net of taxes		(12,853	)	$	(0.29	)		10,330		$	0.24		(6,222	)	$	(0.14	)		4,567		$	0.10

Net (loss) income attributable to the Company excluding the effect of unrealized (loss) gain from equity securities	$	(7,198	)	$	(0.16	)	$	4,014		$	0.09	$	(6,382	)	$	(0.14	)	$	(1,621	)	$	(0.04	)

Weighted average diluted shares outstanding		44,022,781						44,034,588					44,021,069						44,034,813

	(Components may not sum to totals due to rounding)