Mangement Discussion & Analysis for the Period Ending March 31, 2023 - Insurance News | InsuranceNewsNet

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Mangement Discussion & Analysis for the Period Ending March 31, 2023

Canadian Equity Markets (Alternative Disclosure) via PUBT

Management's Discussion and Analysis

For the three months ended March 31, 2023 and 2022

Management Discussion and Analysis

For the three months ended March 31, 2023 (expressed in United States dollars)

INTRODUCTION

The following management discussion and analysis ("MD&A") has been prepared as of May 30, 2023 and is related to the unaudited consolidated financial results of Starrex International Ltd ("Starrex" or the "Company") and its wholly- owned subsidiaries, Property Interlink. LLC, Reliable Valuation Service, LLC, MFI Credit Solutions, LLC, Starrex Holdings, Inc., Starrex Insurance Holdings, Inc., Starrex Technical Services,. LLC and All American Title Co., Inc., collectively referred to as the ("Group") for the three-month period ended March 31, 2023. The condensed interim unaudited consolidated financial statements for the three-month period ended March 31, 2023 have been prepared in accordance with International Financial Reporting Standards ("IFRS"). This MD&A should be read in conjunction with the unaudited consolidated financial statements and related notes for the three-month period ended March 31, 2023. Other pertinent information about the Group is available on SEDAR at www.sedar.com as well as on the Company's website at www.starrexintl.com.For the purpose of preparing our MD&A, the Company considers the materiality of information. Information is considered material if in the opinion of management: (i) such information results in, or would reasonably be expected to result in, a significant effect in the market price or value of our shares;

  1. there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. We evaluate materiality with reference to all relevant circumstances. All dollar amounts are stated in Unites States dollars unless otherwise indicated.

Certain information included in this MD&A contains forward-looking statements within the meaning of applicable securities laws, including, among other things, statements concerning our objectives and our strategies to achieve those objectives, statements with respect to management's beliefs, plans, estimates and intentions and statements concerning anticipated future events, circumstances, expectations, results, operations or performance that are not historical facts. Forward-looking statements can be identified generally by the use of forward-looking terminology, such as "indicators", "outlook", "objective", "may", "will","expect", "intend", "estimate", "anticipate", "believe", "should", "plans", "continue" or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management.

The forward-looking statements in this MD&A are not guarantees of future results, operations or performance and are based on estimates and assumptions that are subject to risks and uncertainties, including those described below in this MD&A under "Risks and Uncertainties", which could cause actual results, operations or performance to differ materially from the forward-looking statements in this MD&A. Those risks and uncertainties include risks associated with property ownership, tenant termination and financial stability, liquidity, competition for real property investments, general uninsured losses and environmental matters. Historical results and percentage relationships contained in the Company's financial statements and MD&A, including trends that might appear, should not be taken as indicative of our future results, operations or performance.

Although the forward-looking statements contained in this MD&A are based on what management believes are reasonable assumptions, there can be no assurance that actual results, operations or performance will be consistent with these statements. All forward-looking statements in this MD&A are qualified by this forward-looking disclaimer. These statements are made as of March 31, 2023 and, except as required by applicable law, we undertake no obligation to update publicly or revise any such statements to reflect new information or the occurrence of future events or circumstances.

BUSINESS OVERVIEW

The strategy of the Company is to focus on development and acquisitions in the real estate and housing sectors. We are committed to investing in our employees, delivering value to our customers, ethically managing our suppliers and professional networks, and supporting the outside communities within which we work. While each of our subsidiaries serves its own corporate purpose, they share a fundamental commitment to all of our shareholders - to deliver value, service and growth.

Credit Reporting Services

MFI Credit Solutions, LLC ("MFI") (www.mfidata.com) is a full-service credit reporting agency, with resources from all three national credit agencies - TransUnion, Equifax and Experian. MFI has been providing consumer credit reports to Mortgage Lenders, Mortgage Brokers, and Credit Unions for homebuyers considering the purchase or refinance of a home for more than 17 years. We are nationally recognized as a trusted provider of not only credit services, but risk mitigation, flood and verification services. MFI Credit Solutions, LLC is governed by the Fair Credit Reporting Act (FCRA) and has the ability to provide credit reports to borrowers in all states.

2 | P a g e

Management Discussion and Analysis

For the three months ended March 31, 2023 (expressed in United States dollars)

Title Insurance

The Company acquired four title insurance agencies in Minnesota which consolidated into one newly formed entity effective March 17, 2023. All American Title Co., Inc. has been in the title insurance business for more than 24 years and is a leading provider of title insurance services in Minnesota and Wisconsin. Revenue is recognized at the time of closing of the underlying transaction as the earning process is then complete. Regulation of title insurance rates varies by state. Premiums are charged to customers based on rates predetermined in coordination with each states' respective Department of Insurance. Cash associated with such revenue is typically collected at closing of the underlying real estate transaction. Premium revenues from agency title operations are recognized when the underlying title insurance order and transaction closing, if applicable, are complete.

OVERALL PERFORMANCE

As at March 31, 2023, the Company owned and managed nine title insurance agencies located in Minnesota. The acquisition of All American Title Co., Inc. closed on March 17, 2023, which remains unallocated.

Revenue associated with All American Title Co., Inc, from date of acquisition through March 31, 2023 was $240,365 and is derived from title insurance settlement fees and premiums. The company paid $41,264 in commissions for the title insurance activities and operating expenses of $176,877, resulting in net income of $22,224.

Our credit reporting segment, MFI Credit Solutions, LLC, continues to see a decline in activity as interest rates increase. We reported $846,835 in revenue associated with credit reporting activity for the quarter ended March 31, 2023 compared to $1,265,532 for the quarter ended March 31, 2022. Operating expenses for the first quarter of 2023 were $818,762, which resulted in net income of $28,073.

The net loss reported for continuing operations for the first three months of 2023 was $440,940 (March 31, 2022 - net loss of $89,982).

ACQUISITIONS

Effective March 17, 2023, the Company entered into a Purchase and Sale Agreement to purchase all of the member interests of All American Title Co., Inc., AmeriFirst Title, LLC, AAT Holdings, LLC, Ameripine, LLC and Amcap Title, LLC for an aggregate amount of $10,359,160 comprised of (i) a cash payment of $1,800,000; (ii) secured promissory note of $4,500,000 due and payable 12 months following the closing date; (iii) secured convertible notes in the amount of $2,700,000 bearing interest at 6% per annum and due 36 months from the closing date, (iv) 250,000 shares of Starrex common stock $1.20 per share, and (V) 200,000 options to purchase common shares of Starrex stock with a fair market value of $1.20.

The following sets forth details of the purchase, which remains unallocated as of March 31, 2023.

Consideration Paid

10,359,160

Unallocated assets

9,615,951

Working capital

1,000,000

Property and equipment

50,575

Accounts receivable

4,000

Other assets

32,393

Accounts payable

(53,759)

$10,359,160

RESULTS OF OPERATIONS

Revenues: Overall revenue decreased nominally by $2,130, which is the net result of a decline in credit reporting revenue by $418,697 over the first quarter in 2022 combined with the addition of title insurance revenue of $240,365 and consulting / other revenue reported in the corporate segment of $188,702. The Corporate segment continues to consult with the buyers of discontinued operations as the entities transition to new management.

Expenses: Overall expenses for the first quarter of 2023 were $1,716,842 and include commissions paid for title insurance activity along with costs associated with providing credit reports to consumers. By comparison, this amount was $1,368,014 for the first quarter ended March 31, 2022. Professional fees were slightly higher during the first quarter as the Company continues to work with consultants for tax planning and acquisition allocation.

3 | P a g e

Management Discussion and Analysis

For the three months ended March 31, 2023 (expressed in United States dollars)

Income Taxes: Net income taxes of $1,542,838 were accrued as at December 31, 2022, and paid in full in April 2023. These amounts were attributable to the gain on sale associated with the sale of assets in Property Interlink, LLC and Reliable Valuation Service, LLC effective November 7, 2022.

SUMMARY OF QUARTERLY RESULTS

Q1

Q4

Q3

Q2

Q1

Q4

Q3

Q2

2023

2022

2022

2022

2022

2022

2020

2020

Revenues

240,365

Title Insurance

-

-

-

-

-

-

-

Credit Services

846,835

489,764

850,356

1,021,714

1,265,532

1,089,058

1,333,337

1,399,162

Consulting Income

146,992

80,418

37,500

37,500

12,500

-

-

-

Other revenue

41,711

13,327

-

-

-

-

-

-

Revenues, continuing operations

1,275,902

583,529

887,856

1,059,214

1,278,032

1,089,058

1,333,337

1,339,162

Revenues, discontinued operations

-

760,593

2,466,987

3,402,772

3,593,912

3,737,545

4,033,157

4,028,271

Net income (loss), continuing

(440,940)

operations

(918,314)

(133,695)

(79,298)

(89,982)

(330,476)

32,573

18,693

Net income (loss), discontinued

-

operations

5,441,387

(174,430)

14,760

95,548

(22,920)

209,864

259,032

Total assets

20,095,605

11,454,825

4,581,604

5,068,639

5,736,233

5,699,044

5,950,701

5,950,701

Total liabilities

11,682,770

3,260,211

1,478,498

1,657,221

2,260,461

2,228,838

2,127,100

2,127,100

Shareholders' Equity

8,412,835

8,194,614

3,103,106

3,411,418

3,475,772

3,470,206

3,823,601

3,823,601

Net income (loss) per share,

(0.03)

0.48

(0.01)

(0.01)

(0.01)

(0.02)

0.00

0.00

continuing operations

Diluted net income (loss) per share,

(0.03)

continuing operations

0.47

(0.01)

(0.01)

(0.01)

(0.02)

0.00

0.00

Net income (loss) per share,

-

0.34

(0.01)

0.00

0.01

(0.00)

0.02

0.02

discontinued operations

Diluted net income (loss) per share,

-

discontinued operations

0.34

(0.01)

0.00

0.01

(0.00)

0.02

0.02

Basic weighted average number of

shares outstanding

15,976,571

15,832,968

15,752,525

15,752,525

15,752,525

15,741,840

15,691,429

15,635,539

Basic weighted average number of

shares outstanding

15,976,571

16,097,776

15,752,525

15,752,525

15,752,525

15,917,469

15,873,505

15,737,879

LIQUIDITY & CAPITAL RESOURCES

At March 31, 2023, Starrex held $5,430,838 in cash with current assets of $9,461,666 and current liabilities of $7,021,649.

On the balance sheet as at March 31, 2023, the Company reported $4,500,000 in short term notes payable. This amount is part of the acquisition of All American Title Co., Inc. and is due twelve months from the date we closed the acquisition (March 17, 2023).

Total long term notes payable reported as at March 31, 2023 were $4,650,000 and are attributable to $2,700,000 due to the sellers of All American Title Co., Inc. three years from the date of close, along with $1,950,000 payable to Agents National Title Insurance Company. This amount has been used to support operating activities of Magnolia Title. The Company also reported a note receivable of $3,292,527 from Magnolia Title, with a maturity date of June 30, 2023 (See Note 9 of the condensed interim consolidated financial statements).

4 | P a g e

Management Discussion and Analysis

For the three months ended March 31, 2023 (expressed in United States dollars)

As at March 31, 2023, the share capital of the Company continued to be comprised exclusively of common shares. There are minimal dilutive securities outstanding or committed for issue, including, without limitation, options issued requiring the future issuance of new share capital by the Company.

The Company is authorized to issue an unlimited number of common shares.

Number of

Issued

Common

Amount $

Shares

Balance, December 31, 2022

16,296,113

8,275,933

Shares issued

250,000

300,000

Balance, March 31, 2023

16,546,113

8,575,933

On March 17, 2023, 250,000 common shares valued at $300,000 ($410,000 CAD), based on the quoted market price of the Company's common shares at the time of issuance, were issued in connection with the acquisition of All American Title Co., Inc.

The Company has a Plan that enables its directors, officers, employees, consultants and advisors to acquire common shares of the Company. Options are granted at the discretion of the Board of Directors. Under the terms of the Plan, options totaling up to 10% of the common shares outstanding from time to time are issuable. The exercise price, vesting period and expiration period are fixed at the time of grant at the discretion of the Board of Directors.

Number of

Weighted

Grant

average

Date

options

exercise

Fair

price $

Value

Outstanding and exercisable, December 31, 2022

600,000

0.64

0.59

Options issued

300,000

1.20

1.20

Outstanding and exercisable, March 31, 2023

900,000

0.81

0.77

Weighted

Number of

Number of

Average

Options

Options

Exercise

Remaining

Outstanding

Exercisable

Price

Expiry Date

Life

Granted October 5, 2018

75,000(2)

75,000

$

1.40(3)

October 5, 2023

0.51

Granted May 8, 2019

50,000(4)

50,000

$

0.60(5)

May 8, 2024

1.10

Granted November 25, 2019

25,0002)

25,000

$

0.57(6)

November 23, 2024

1.65

Granted, January 8, 2020

450,000(1)

450,000

$

0.52(7)

January 7, 2025

1.68

Granted, March 17, 2023

300,000(2)

300,000

$

1.20(9)

March 28, 2028

4.97

Total

900,000

900,000

2.69

  1. An Executive Officer or Directors of the Company holds these options. They are fully vested.
  2. Key employees hold these options. They are fully vested.
  3. The exercise price is CAD $1.75.
  4. A consultant of the Company holds these options. They are fully vested.
  5. The exercise price is $0.75 CAD.
  6. The exercise price is $0.71 CAD.
  7. The exercise price is $0.65 CAD.
  1. The exercise price is $1.64 CAD.
    TRANSACTIONS WITH RELATED PARTIES

AmCap Mortgage Ltd., a related customer (by common Director) accounted for $612,554 (March 31, 2022 - $2,984,054) of revenue to the Company. Discontinued operations accounts for $2,162,527 of the revenue related to AmCap Mortgage Ltd. as March 31, 2022. As at March 31, 2022, $420,056 (December 31, 2021 - $151,305) is included in accounts receivable on the condensed interim consolidated statements of financial position.

The Company had the following transactions with officers and directors of the Company and private companies controlled by officers and directors of the Company for management consulting and other services required:

The Company incurred $102,630 in management fees and associated payroll for the three months ended March 31, 2022 (March 31, 2022 - $280,473) to key members of management. These fees are included in payroll, management

5 | P a g e

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Disclaimer

Starrex International Ltd. published this content on 31 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2023 13:59:20 UTC.

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