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Form 10-Q STANDARD PREMIUM FINANCE For: Jun 30

August 15, 2022 11:59 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2022

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to            .

 

Commission File No. 000-56243

 

 

STANDARD PREMIUM FINANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

     
Florida   81-2624094
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)

 

13590 SW 134 th Avenue, Suite 214, Miami, FL 33186

(Address of principal executive offices and Zip Code)

 

305-232-2752

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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 the 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  ☒

 

There were 2,905,016 shares of common stock issued and outstanding as of August 12, 2022.

 

 
  

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. These statements are subject to risks and uncertainties. These statements may relate to, but are not limited to, information or assumptions about us, our capital and other expenditures, dividends, financing plans, capital structure, cash flow, our potential future business acquisitions, future economic performance, operating income and management’s plans, strategies, goals and objectives for future operations and growth. These forward-looking statements generally are accompanied by words such as “intend,” “anticipate,” “believe,” “estimate,” “expect,” “should,” “seek,” “project,” “plan,” “would,” “could,” “can,” “may,” and similar terms. Any statement that is not a historical fact is a forward-looking statement. It should be understood that these forward-looking statements are necessarily estimates reflecting the best judgment of senior management, not guarantees of future performance. They are subject to a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described in Part I. “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 25, 2022. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

 

Forward-looking statements represent intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements.

 

Each of the terms the “Company” and “Standard Premium” as used herein refers collectively to Standard Premium Finance Holdings, Inc. and its wholly owned subsidiaries, unless otherwise stated.

 

  

 

 

STANDARD PREMIUM FINANCE HOLDINGS, INC.

TABLE OF CONTENTS

 

Part I – FINANCIAL INFORMATION

 

Item 1.

Financial Statements 1
     

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations 20
     

Item 3.

Quantitative and Qualitative Disclosures About Market Risk 24
     

Item 4.

Controls and Procedures 25
     

PART II – OTHER INFORMATION 

 

Item 1.

Legal Proceedings 26
     

Item 1A.

Risk Factors 26
     

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds 26
     

Item 3.

Defaults Upon Senior Securities 26
     

Item 4.

Mine Safety Disclosures 26
     

Item 5.

Other Information 26
     

Item 6.

Exhibits 26
     
SIGNATURES

 

 i 

 

 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

 

STANDARD PREMIUM FINANCE HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
SIX MONTHS ENDED JUNE 30, 2022 AND 2021

Table of Contents

 

   
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:  
Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 2
Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2022 and 2021 (unaudited) 3
Condensed Consolidated Statement of Changes in Stockholders’ Equity for the three and six months ended June 30, 2022 and 2021 (unaudited) 4
Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited) 5
Notes to Condensed Consolidated Financial Statements (unaudited) 6 – 18

 

 1 

 

 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Consolidated Balance Sheets

June 30, 2022 (unaudited) and December 31, 2021

 

           
   June 30,   December 31, 
   2022   2021 
   (unaudited)     
ASSETS          
CURRENT ASSETS          
Cash  $184,244   $20,987 
Premium finance contracts and related receivable, net   50,593,335    46,674,273 
Prepaid expenses and other current assets   365,930    538,139 
TOTAL CURRENT ASSETS   51,143,509    47,233,399 
           
PROPERTY  AND EQUIPMENT, NET   91,605    83,794 
OPERATING LEASE ASSETS   178,023    228,954 
FINANCE LEASE ASSETS   58,548    65,176 
           
OTHER ASSETS          
Cash surrender value of life insurance   573,530    559,877 
Deferred tax asset   344,000    347,000 
TOTAL OTHER ASSETS   917,530    906,877 
           
TOTAL ASSETS  $52,389,215   $48,518,200 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
CURRENT LIABILITIES          
Cash overdraft  $   $153,264 
Line of credit, net   33,794,962    30,476,375 
Drafts payable   2,267,040    1,935,278 
Note payable - current portion   1,159,029    2,285,023 
Note payable - stockholders and related parties - current portion   37,000    862,000 
Payroll Protection Program loan - current portion   101,036    271,000 
Operating lease obligation - current portion   100,184    104,880 
Finance lease obligation - current portion   12,171    11,857 
Accrued expenses and other current liabilities   1,218,429    1,512,528 
TOTAL CURRENT LIABILITIES   38,689,851    37,612,205 
           
LONG-TERM LIABILITIES          
Note payable, net of current portion   5,929,781    4,964,787 
Note payable - stockholders and related parties, net of current portion   1,878,000    1,229,302 
Payroll Protection Program loan - net of current portion   169,964     
Operating lease obligation, net of current portion   77,839    124,074 
Finance lease obligation, net of current portion   46,888    53,053 
TOTAL LONG-TERM LIABILITIES   8,102,472    6,371,216 
           
TOTAL LIABILITIES   46,792,323    43,983,421 
           
COMMITMENTS AND CONTINGENCIES (see Note 13)          
           
STOCKHOLDERS' EQUITY:          
Preferred stock, par value $.001 per share; 20 million shares authorized, 600,000 shares designated as Series A - convertible, 166,000 and 99,000 issued and outstanding at June 30, 2022 and December 31, 2021, respectively   166    99 
Common stock, par value $.001 per share; 100 million shares authorized, 2,905,016 and 2,905,016 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively   2,905    2,905 
Additional paid in capital   3,369,506    2,682,995 
Retained earnings   2,224,315    1,848,780 
TOTAL STOCKHOLDERS' EQUITY   5,596,892    4,534,779 
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $52,389,215   $48,518,200 

 

 

See accompanying notes to the condensed consolidated unaudited financial statements.

 

 2 

 

 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2022 and 2021

(Unaudited)

 

                     
   For the Three Months Ended   For the Six Months Ended 
   June 30,   June 30, 
   2022   2021   2022   2021 
                 
REVENUES                    
Finance charges  $1,699,523   $1,575,461   $3,259,113   $2,971,042 
Late charges   250,008    239,717    478,338    456,808 
Origination fees   93,451    107,649    188,127    206,881 
                    
TOTAL REVENUES   2,042,982    1,922,827    3,925,578    3,634,731 
                     
OPERATING COSTS AND EXPENSES                    
Interest expense   484,816    455,647    911,306    850,471 
Salaries and wages   366,608    373,442    727,307    705,565 
Commission expense   257,711    287,687    498,560    539,026 
Bad debts   271,144    186,992    439,249    364,045 
Professional fees   88,331    133,285    194,133    184,882 
Postage expense   28,686    27,472    54,052    52,160 
Insurance expense   46,223    49,539    90,067    95,710 
Other operating expenses   246,329    207,800    457,082    384,712 
TOTAL COSTS AND EXPENSES   1,789,848    1,721,864    3,371,756    3,176,571 
                     
INCOME BEFORE INCOME TAXES   253,134    200,963    553,822    458,160 
                     
PROVISION FOR INCOME TAXES   67,781    44,990    143,404    121,933 
                     
NET INCOME   185,353    155,973    410,418    336,227 
                     
PREFFERED SHARE DIVIDENDS   17,558    17,325    34,883    34,650 
                     
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS  $167,795   $138,648   $375,535   $301,577 
                     
Net income per share attributable to common shareholders                    
Basic  $0.06   $0.05   $0.13   $0.10 
Diluted  $0.05   $0.05   $0.12   $0.10 
                     
Weighted average common shares outstanding                    
Basic   2,905,016    2,905,016    2,905,016    2,905,016 
Diluted   3,129,657    2,905,016    3,129,657    2,905,016 

 

 

See accompanying notes to the condensed consolidated unaudited financial statements.

 

 3 

 

 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Consolidated Statement of Changes in Stockholders' Equity

For the Three and Six Months Ended June 30, 2022 and 2021

(Unaudited)

 

                                    
                   Additional       Total 
   Preferred Stock   Common Stock   Paid-in   Retained   Stockholders' 
   Shares   Amount   Shares   Amount   Capital   Earnings   Equity 
                             
BALANCE AT DECEMBER 31, 2020   99,000   $99    2,905,016   $2,905   $2,639,051   $1,041,757   $3,683,812 
                                    
Options issued for services                       8,667         8,667 
Distributions (preferred shares)                            (17,325)   (17,325)
Net income                       180,254    180,254 
BALANCE AT MARCH 31, 2021 (unaudited)   99,000   $99    2,905,016   $2,905   $2,647,718   $1,204,686   $3,855,408 
                                    
Options issued for services                       8,667         8,667 
Warrants issued for services                       9,275         9,275 
Distributions (preferred shares)                            (17,325)   (17,325)
Net income                       155,973    155,973 
BALANCE AT JUNE 30, 2021 (unaudited)   99,000   $99    2,905,016   $2,905   $2,665,660   $1,343,334   $4,011,998 

 

   Preferred Stock   Common Stock   Paid-in   Retained   Stockholders' 
   Shares   Amount   Shares   Amount   Capital   Earnings   Equity 
                             
BALANCE AT DECEMBER 31, 2021   99,000   $99    2,905,016   $2,905   $2,682,995   $1,848,780   $4,534,779 
                                    
Series A Convertible Preferred Stock issued in exchange for note payable   2,000    2              19,998         20,000 
Options issued for services                       5,778         5,778 
Distributions (preferred shares)                            (17,325)   (17,325)
Net income                       225,065    225,065 
BALANCE AT MARCH 31, 2022 (unaudited)   101,000   $101    2,905,016   $2,905   $2,708,771   $2,056,520   $4,768,297 
                                    
Series A Convertible Preferred Stock issued for cash and exchanged for note payable   65,000    65              649,935         650,000 
Warrants issued for services                       10,800         10,800 
Distributions (preferred shares)                            (17,558)   (17,558)
Net income                       185,353    185,353 
BALANCE AT JUNE 30, 2022 (unaudited)   166,000   $166    2,905,016   $2,905   $3,369,506   $2,224,315   $5,596,892 

 

 

See accompanying notes to the condensed consolidated unaudited financial statements.

 

 4 

 

 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Consolidated Statement of Cash Flows

For the Six Months Ended June 30, 2022 and 2021

(Unaudited)

 

           
   For the Six Months Ended 
   June 30, 
   2022   2021 
         
CASH FLOW FROM OPERATING ACTIVITIES:          
NET INCOME  $410,418   $336,227 
ADJUSTMENTS TO RECONCILE NET INCOME TO CASH USED IN OPERATING ACTIVITIES:          
Depreciation   10,322    16,556 
Loss on disposal of property and equipment   2,167     
Amortization of right to use asset - operating lease   50,931    52,192 
Amortization of finance lease asset   6,628     
Bad debt expense   439,249    364,045 
Amortization of loan origination fees   33,508    63,094 
Options issued for services   5,778    17,334 
Warrants issued for services   10,800    9,275 
Changes in operating assets and liabilities:          
(Increase)/Decrease in premium finance contracts receivable   (4,358,311)   (8,859,299)
(Increase)/Decrease in prepaid expenses and other current assets   172,209    40,313 
(Increase)/Decrease in deferred tax asset, net   3,000    (67,000)
Increase/(Decrease) in drafts payable   331,762    396,834 
Increase/(Decrease) in accounts payable and accrued expenses   (294,099)   271,009 
Increase/(Decrease) in operating lease liability   (50,931)   (52,192)
Net cash used in operating activities   (3,226,569)   (7,411,612)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Payments made on life insurance policy   (13,653)   (33,881)
Sale of property and equipment   4,500     
Purchases of property and equipment   (24,800)   (14,388)
Net cash used in investing activities   (33,953)   (48,269)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Cash overdraft   (153,264)    
Proceeds from notes payable - stockholders and related parties   25,000    100,000 
Repayment of notes payable - stockholders and related parties   (181,302)   (15,000)
Repayment of finance lease obligation   (5,851)    
Proceeds of line of credit, net of repayments   3,285,079    6,167,308 
Proceeds from the sale of preferred stock   400,000     
Dividends paid   (34,883)   (34,650)
Proceeds from notes payable - other   325,000    781,964 
Repayment of notes payable - other   (236,000)    
Net cash provided by financing activities   3,423,779    6,999,622 
           
NET CHANGE IN CASH   163,257    (460,259)
           
CASH AT THE BEGINNING OF THE PERIOD   20,987    477,289 
           
CASH AT THE END OF THE PERIOD  $184,244   $17,030 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:          
Cash paid during the period for:          
Income taxes  $239,059   $229,068 
Interest paid  $879,481   $544,742 
NON-CASH INVESTING AND FINANCING TRANSACTION:          
Debt exchanged for Series A Convertible Preferred Stock  $270,000   $ 
Operating lease assets obtained in exchange for lease liabilities  $   $235,335 

 

See accompanying notes to the condensed consolidated unaudited financial statements.

 

 5 

 

 

Standard Premium Finance Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2022 and 2021

(unaudited)

 

1. Principles of Consolidation and Description of Business

 

Standard Premium Finance Holdings, Inc. (“SPFH” or the “Holding”) was incorporated on May 12, 2016, pursuant to the laws of the State of Florida.

 

Standard Premium Finance Management Corporation (“SPFMC” or the “subsidiary”) was incorporated on April 23, 1991, pursuant to the laws of the State of Florida, to engage principally in the insurance premium financing business. The Subsidiary is a licensed insurance premium finance company in Florida, Georgia, North Carolina, South Carolina, Tennessee, Texas, Virginia, Maryland, Colorado, Mississippi, Ohio, Louisiana, and Arizona.

 

The accompanying condensed consolidated financial statements include the accounts of SPFH and its wholly-owned subsidiary SPFMC. SPFH and its subsidiary are collectively referred to as (“the Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

The condensed consolidated financial statements (unaudited), which include the accounts of Standard Premium Finance Holdings, Inc. and its wholly-owned subsidiary, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto for the year ended December 31, 2021.

 

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements of Standard Premium Finance Holdings, Inc. and its wholly-owned subsidiary for the fiscal year ended December 31, 2021, have been omitted.

 

Cash and Cash Equivalents

The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. The Company has no cash equivalents at June 30, 2022 and December 31, 2021.

 

Revenue Recognition

Finance charges on insurance premium installment contracts are initially recorded as unearned interest and are credited to income monthly over the term of the finance agreement. For Florida, Georgia, North Carolina and Texas contracts, an initial service fee of $20 per contract and the first month’s interest are recognized as income at the inception of a contract. The same treatment is applied to the $15 initial service fee and first month’s interest in South Carolina. The initial $20 per contract fee can only be charged once to an insured in a twelve-month period. In accordance with industry practice, finance charges are recognized as income using the “Rule of 78s” method of amortizing finance charge income, which does not materially differ from the interest method of amortizing finance charge income on short term receivables. Late charges are recognized as income when charged. Unearned interest is netted against Premium Finance Contracts and Related Receivables on the balance sheet for reporting purposes.

 

 

 6 

Standard Premium Finance Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2022 and 2021

(unaudited)

 

 

2. Summary of Significant Accounting Policies (Continued)

 

Revenues are recognized when control of the promised services is transferred to the customer and in an amount that reflects the consideration the Company expects to be entitled to in exchange for these services. For the services where the Company’s performance obligation is satisfied at a point in time and for which there is no ongoing obligation, revenue is recognized upon delivery. For the services where the Company satisfies its performance obligation over time as the service is being transferred to the customer, revenue is generally recognized using the output method as the services are delivered.

 

Premium Finance Contracts and Related Receivable

The Company finances insurance premium on policies for the transportation industry and other commercial enterprises. The term of each contract varies from 3 to 12 monthly payments. Repayment terms are structured such that the contracts will be repaid within the term of the underlying insurance policy, generally less than one year. The contracts are secured by the unearned premium of the insurance carrier which is obligated to pay the Company any unearned premium in the event the insurance policy is cancelled pursuant a power of attorney contained in the finance contract. As of June 30, 2022 and December 31, 2021, the amount of unearned premium on open and cancelled contracts totaled $74,338,941 and $67,929,695, respectively. The annual percentage interest rates on new contracts averaged approximately 15.0% and 15.5% during six months ended June 30, 2022 and 2021, respectively.

 

Allowance for Doubtful Accounts

The carrying amount of the Premium Finance Contracts (“Contracts”) is reduced by an allowance for losses that are maintained at a level which, in management’s judgment, is adequate to absorb losses inherent in the Contracts. The amount of the allowance is based upon management’s evaluation of the collectability of the Contracts, including the nature of the accounts, credit concentration, trends, and historical data, specific impaired Contracts, economic conditions, and other risks inherent in the Contracts. The allowance is increased by a provision for loan losses, which is charged to expense, and reduced by charge-offs, net of recovery.

 

In addition, specific allowances are established for accounts over 120 days. Individual contracts are written off against the allowance when collection of the individual contracts appears doubtful. The collectability of outstanding and cancelled contracts is generally secured by collateral in the form of the unearned premiums on the underlying policies and accordingly historical losses tend to be relatively small. The collectability of amounts due from agents is determined by the financial strength of the agency.

 

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:

 

Furniture and equipment 5 - 7 years

Computer equipment and software 3 - 5 years

Leasehold improvements 10 years

 

Amortization of Loan Origination Costs

 

Amortization of loan origination costs is computed using the straight-line method over the life of the loan agreement.

 

 7 

Standard Premium Finance Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2022 and 2021

(unaudited)

 

 

2. Summary of Significant Accounting Policies (Continued)

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in valuation of deferred tax assets, allowance for doubtful accounts, depreciable lives of property and equipment, and valuation of stock-based compensation.

 

Concentration of Credit and Financial Instrument Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and accounts receivable from customers, agents, and insurance companies. The Company maintains its cash balances at two banks. Accounts at these financial institutions are insured by the Federal Deposit Insurance Corporation up to $250,000. Uninsured balances are $238,618 and $0 at June 30, 2022 and December 31, 2021, respectively. The Company mitigates this risk by maintaining its cash balances at high-quality financial institutions. The following table provides a reconciliation between uninsured balances and cash per the balance sheet:

 

          
  

June 30, 2022

(unaudited)

   December 31, 2021 
Uninsured Balance  $238,618   $ 
Plus: Insured balances   250,000     
Plus: Balances at other institutions that do not exceed FDIC limit   60,609    193,179 
Plus: Cash overdraft       153,264 
Less: Outstanding checks   (364,983)   (325,456)
           
Cash per Consolidated Balance Sheet  $184,244   $20,987 

 

The Company controls its credit risk in accounts receivable through credit standards, limits on exposure, by monitoring the financial condition of insurance companies, by adhering to statutory cancellation policies, and by monitoring and pursuing collections from past due accounts. We cancel policies at the earliest permissible date allowed by the statutory cancellation regulations.

 

Approximately 56% and 51% of the Company’s business activity is with customers located in Florida for 2022 and 2021, respectively. Approximately 14% and 22% of the Company’s business activity is with customers located in Georgia for 2022 and 2021, respectively. Approximately 14% of the Company's business activity is with customers located in North Carolina for both 2022 and 2021, respectively. There were no other significant regional, industrial or group concentrations during the six months ended June 30, 2022 and 2021.

 

Cash Surrender Value of Life Insurance

The Company is the owner and beneficiary of a life insurance policy on its president. The cash surrender value relative to the policy in place at June 30, 2022 and December 31, 2021 was $573,530 and $559,877, respectively.

 

 

 

 

 

 8 

Standard Premium Finance Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2022 and 2021

(unaudited)

 

 

2. Summary of Significant Accounting Policies (Continued)

 

Fair Value of Financial Instruments

The Company’s carrying amounts of financial instruments as defined by Financial Accounting Standards Board (“FASB”) ASC 825, “Disclosures about Fair Value of Financial Instruments”, including finance contract and related receivables, prepaid expenses, drafts payable, accrued expenses and other current liabilities, approximate their fair value due to the relatively short period to maturity for these instruments. The fair value of the line of credit and long-term debt are based on current rates at which the Company could borrow funds with similar remaining maturities and the carrying value approximates fair value.

 

Income Taxes

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

Uncertain tax positions are recognized only when the Company believes it is more likely than not that the tax position will be upheld on examination by the taxing authorities based on the merits of the position. The Company has no material unrecognized tax benefits and no adjustments to its consolidated financial position, results of operations or cash flows were required as of June 30, 2022.

 

Tax returns are open to examination by taxing authorities for three years after filing. No income tax returns are currently under examination by taxing authorities. SPFMC and SPFH recognize interest and penalties, if any, related to uncertain tax positions in income tax expense. SPFMC and SPFH did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2021.

 

Stock-Based Compensation

The Company account for stock-based compensation in accordance with FASB ASC Topic No. 718, “Stock Compensation,” which establishes the requirements for expensing equity awards. The Company measures and recognizes as compensation expense the fair value of all share-based payment awards based on estimated grant date fair values. Our stock-based compensation are issuances made to directors, executives, employees and consultants, which includes employee stock options related to our 2019 Equity Incentive Plan and stock warrants. The determination of fair value involves a number of significant estimates. We use the Black Scholes option pricing model to estimate the value of employee stock options and stock warrants which requires a number of assumptions to determine the model inputs. These include the expected volatility of our stock and employee exercise behavior which are based expectations of future developments over the term of the option.

 

Earnings per Common Share

The Corporation accounts for earnings (loss) per share in accordance with FASB ASC Topic No. 260 - 10, “Earnings Per Share”, which establishes the requirements for presenting earnings per share (“EPS”). FASB ASC Topic No. 260 - 10 requires the presentation of “basic” and “diluted” EPS on the face of the statement of operations. Basic EPS amounts are calculated using the weighted-average number of common shares outstanding during each period. Diluted EPS assumes the exercise of all stock options, warrants and convertible securities having exercise prices less than the average market price of the common stock during the periods, using the treasury stock method.

 

 

 9 

Standard Premium Finance Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2022 and 2021

(unaudited)

 

 

2. Summary of Significant Accounting Policies (Continued)

 

For the six months ended June 30, 2022 and 2021, stock options to purchase 207,400 and 187,400 shares of common stock were outstanding as described in Note 11. 93,700 of these options vested on March 1, 2021, 93,700 stock options vested on March 1, 2022, 10,000 stock options vest on June 29, 2023, and the remaining 10,000 stock options vest on June 29, 2024. The 187,400 vested stock options are considered dilutive and included in the calculation of diluted EPS at June 30, 2022, but considered anti-dilutive and excluded from the calculation of diluted EPS at June 30, 2021.

 

For the six months ended June 30, 2022 and 2021, stock warrants to purchase 1,035,000 and 975,000 shares of common stock were outstanding, respectively, as described in Note 11. All the stock warrants vested immediately. 635,000 warrants are considered dilutive and included in the calculation of diluted EPS and the remaining 400,000 warrants are considered anti-dilutive and excluded from the calculation of diluted EPS as of June 30, 2022. As of June 30, 2021, all 975,000 outstanding warrants are not “in-the-money” and are thus anti-dilutive and excluded from the calculation of diluted EPS.

 

The Series A Convertible Preferred Stock can be converted to common stock at 80% of the prevailing market price over the previous 30-day period at the option of the Company.

 

Leases

The Company recognizes and measures its leases in accordance with ASC Topic 842, “Leases”. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right of use (ROU) asset at the commencement date of the lease. The lease liability is initially and subsequently recognized based on the present value of its future lease payments calculated using the Company’s incremental borrowing rate.

 

Recent Accounting Pronouncements

There were no recent accounting pronouncements that have a material impact on the financial statements of the Company.

 

Reclassification

In 2021, the Company reconsidered its definition of related party when classifying its notes payable. The Company previously had recorded notes payable due from any stockholder as a related party note. Under the new classification, only notes payable to officers, directors, greater than 5% shareholders, and insiders are considered related party notes. See Footnote 9 and Footnote 10 for more information on the notes payable. The effect of this reclassification on the consolidated statement of cash flows for the six months ended June 30, 2021 is as follows:

 

 

               
   June 30, 2021       June 30, 2021 
   (before   Reclassification   (after 
Consolidated Statement of Cash Flows Item  reclassification)   amount   reclassification) 
Proceeds from notes payable - other  $431,964   $350,000   $781,964 
Repayment of notes payable - other            
Proceeds from notes payable - stockholders and related parties   450,000    (350,000)   100,000 
Repayments of notes payable - stockholders and related parties   (15,000)       (15,000)

 

 

 10 

Standard Premium Finance Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2022 and 2021

(unaudited)

 

 

3. Premium Finance Contracts, Related Receivable and Allowance for Doubtful Accounts

 

Premium Finance Contracts and Related Receivable represent monthly payments due on insurance premium finance contracts. The Company finances insurance policies over periods from three months to one year for businesses and consumers who make an initial down payment of, on average, 25 percent of the insurance policy amounts. The entire amount of the contract is recorded including amounts due for finance charges and services charges. These receivables are reported net of unearned interest for financial statements purposes. Amounts due from agents represent balances related to (1) an agent’s unearned commission due to a policy cancellation and (2) down payments collected by the agents on behalf of the insured, which are due to us. Receivables from insurance premium finance contracts cancelled are due from the insurance companies.

 

At June 30, 2022 and December 31, 2021, premium finance contract and agents’ receivable consists of the following:

 

          
   June 30, 2022     
Description  (unaudited)   December 31, 2021 
Insurance premium finance contracts outstanding  $49,257,951   $44,079,251 
Insurance premium finance contracts cancelled   3,272,991    4,426,576 
    52,530,942    48,505,827 
Amounts due from agents   876,962    793,869 
Less: Unearned interest   (1,625,836)   (1,431,666)
    51,782,068    47,868,030 
Less: Allowance for doubtful accounts   (1,188,733)   (1,193,757)
           
Total  $50,593,335   $46,674,273 

 

The allowance for doubtful accounts at June 30, 2022 and December 31, 2021 are as follows:

 

          
   June 30, 2022     
   (unaudited)   December 31, 2021 
Allowance for premium finance contracts  $1,002,131   $1,000,000 
Allowance for amounts due from agents   186,602    193,757 
           
Total allowance for doubtful accounts  $1,188,733   $1,193,757 

 

 

 

 

 11 

Standard Premium Finance Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2022 and 2021

(unaudited)

 

 

3. Premium Finance Contracts, Related Receivable and Allowance for Doubtful Accounts (Continued)

 

Activity in the allowance for doubtful accounts for the six months ended June 30, 2022 and the year ended December 31, 2021 are as follows:

 

          
   June 30, 2022     
   (unaudited)   December 31, 2021 
Balance, at the beginning of the period  $1,193,757   $824,342 
Current year provision   715,000    1,353,057 
Direct write-downs charged against the allowance   (736,879)   (1,212,150)
Recoveries of amounts previously charged off   16,855    228,508 
           
Balance at end of the period  $1,188,733   $1,193,757 

 

The Company maintains its allowance at gross amounts, which includes allowances for write-offs of unearned revenues. Provisions and write-offs per the footnote table above are displayed at gross amounts, which include provisions and write-offs of unearned revenues. These write-offs are appropriately split between the principal (i.e. bad debt expense) and interest/fee (i.e. contra-revenue) portions on the income statement. The following tables show a reconciliation between the total provision per the footnote and bad debt expense on the consolidated statement of operations:

 

          
  

For the three months ended

June 30,

 
  

2022

(unaudited)

  

2021

(unaudited)

 
Total Provision  $380,000   $342,239 
Less: Contra-revenues   (108,856)   (128,009)
Less: Current year provisions for amounts due from agents       (27,238)
Bad Debt Expense per the Consolidated Statement of Operations  $271,144   $186,992 

 

           
  

For the six months ended

June 30,

 
  

2022

(unaudited)

  

2021

(unaudited)

 
Total Provision  $715,000   $631,016 
Less: Contra-revenues   (275,751)   (239,679)
Less: Current year provisions for amounts due from agents       (27,292)
Bad Debt Expense per the Consolidated Statement of Operations  $439,249   $364,045 

 

 

 

 

 12 

Standard Premium Finance Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2022 and 2021

(unaudited)

 

 

4. Property and Equipment, Net

 

The Company’s property and equipment consists of the following:

 

          
   June 30, 2022     
   (unaudited)   December 31, 2021 
         
Computer Software  $26,207   $26,207 
Automobile   104,667    87,867 
Furniture & Fixtures   14,273    14,273 
Leasehold Improvements   116,811    116,811 
Computer Equipment   62,494    62,974 
Property and equipment   324,452    308,132 
Accumulated depreciation   (232,847)   (224,338)
           
Property and equipment, net  $91,605   $83,794 

 

The Company recorded depreciation expense of $10,322 and $16,556, respectively for the six months ended June 30, 2022 and 2021. The Company recorded depreciation expense of $5,781 and $8,683, respectively for the three months ended June 30, 2022 and 2021.

 

5. Leases

 

The Company accounts for leases in accordance with ASC Topic 842. In March 2021, the Company renewed its office lease with Marlenko Acquisitions, LLC. The new two-year lease is identical to the previous lease and expires on February 28, 2023 with a one-year option to renew. The right-of-use asset and operating lease liability at the execution of this lease totaled $235,335. The Company used its incremental borrowing rate of 5.25% for all operating leases as of June 30, 2022 and December 31, 2021.

 

Office lease – On March 1, 2021, the Company entered into a two (2) year lease for an office facility located in Miami Florida with an entity controlled by our CEO and related parties. The lease has a one-time renewal option for one year which management is reasonably certain will be exercised. The lease is $7,450 per month and expires in February 2024, including the renewal option (see Note 12).

 

Secure facility lease – On September 11, 2017, the Company entered into a five (5) year lease for a secure facility located in Miami Florida. The lease has a no renewal option. The lease is $1,233 per month and expires in August 2022.

 

Copier lease – On October 14, 2019 the Company entered into a copier lease. The right to use asset and lease liability at inception of the copier lease was $68,799. The Company used its incremental borrowing rate of 5.25% to determine the present value of the lease payment. The cost of the copier lease is $1,116 per month and expires October 14, 2024 with a one-year renewal option which the Company expects to exercise.

 

 13 

Standard Premium Finance Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2022 and 2021

(unaudited)

 

 

5. Leases (Continued)

 

Server lease – On December 7, 2021, the Company entered into a five-year lease for computer hardware. The lease contains a bargain purchase option, which the Company intends to exercise. The Company recorded this lease as a finance lease. The fixed asset and lease liability at inception of the lease was $66,281 and $65,801, respectively. The Company used its incremental borrowing rate of 5.25% to determine the present value of the lease payment. The lease payments are $1,249 per month through December 2026.

 

             
      June 30, 2022     
Leases  Classification  (unaudited)   December 31, 2021 
            
Right-of-use assets  Operating lease assets  $178,023   $228,954 
Server lease  Finance lease assets   58,548    65,176 
Total lease assets     $236,571   $294,130 
              
Current operating lease liability  Current operating lease liabilities  $100,184   $104,880 
Non-current operating lease liability  Long-term operating lease liabilities   77,839    124,074 
Total operating lease liabilities     $178,023   $228,954 
              
Current finance lease liability  Current finance lease liabilities  $12,171   $11,857 
Non-current finance lease liability  Long-term finance lease liabilities   46,888    53,053 
Total finance lease liabilities     $59,059   $64,910 

 

The weighted-average remaining lease term was 2.62 years and 2.99 years as of June 30, 2022 and December 31, 2021, respectively. For the six months ended June 30, 2022 and 2021, the total lease cost was $56,387 and $57,190, respectively. For the three months ended June 30, 2022 and 2021, the total lease cost was $28,194 and $28,193, respectively.

 

6. Drafts Payable

 

Drafts payable outstanding represent unpaid drafts that have not been disbursed by the bank as of the reporting date, on insurance premium finance contracts received by the Company prior to the reporting date. As of June 30, 2022 and December 31, 2021, the draft payable balances are $2,267,040 and $1,935,278, respectively.

 

 14 

Standard Premium Finance Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2022 and 2021

(unaudited)

 

 

7. Line of Credit

 

Relationship with Woodforest National Bank (“WNB”)

 

On October 5, 2018, the Company entered into an exclusive twenty-four month loan agreement with Woodforest National Bank for a revolving line of credit in the amount of $25,000,000. The Company recorded $164,396 of loan origination costs. On July 30, 2019, the Company’s line of credit was modified to $27,500,000, maturing October 5, 2020. On October 5, 2020, the Company’s line of credit was extended to a maturity date of January 5, 2021.

 

Interest expense on this line of credit for the six months ended June 30, 2022 and 2021 totaled approximately $0 and $86,000, respectively. This line of credit was fully paid off on February 3, 2021 (see below).

 

Relationship with First Horizon Bank (“FHB”)

 

On February 3, 2021, the Company entered into an exclusive twenty-four month loan agreement with First Horizon Bank for a revolving line of credit in the amount of $35,000,000, which was immediately funded for $25,974,695 to pay off the prior line of credit with WNB. On this date, the line of credit with WNB was fully repaid and terminated. The Company recorded $180,350 of loan origination costs. In October 2021, the Company increased its line of credit with First Horizon Bank from $35,000,000 to $45,000,000.

 

At June 30, 2022 and December 31, 2021, the advance rate was 85% of the aggregate unpaid balance of the Company’s eligible accounts receivable. The line of credit is secured by all the Company’s assets and is personally guaranteed by our CEO and a member of the Board of Directors of the Company. The line of credit bears interest at 30 Day Libor plus 2.85% per annum (3.91% at June 30, 2022 and 3.35% at December 31, 2021). The terms of the Line of Credit agreement provide for a minimum interest of 3.35% when the 30 day Libor falls below 0.50%. As of June 30, 2022, the amount of principal outstanding on the line of credit was $33,822,145 and is reported on the consolidated balance sheet net of $27,183 of unamortized loan origination fees. As of December 31, 2021, the amount of principal outstanding on the line of credit was $30,537,067 and is reported on the consolidated balance sheet net of $60,692 of unamortized loan origination fees. Interest expense on this line of credit for the three months ended June 30, 2022 and 2021 totaled approximately $270,000 and $257,000, respectively. Interest expense on this line of credit for the six months ended June 30, 2022 and 2021 totaled approximately $528,000 and $401,000, respectively. The Company recorded amortized loan origination fee for three months ended June 30, 2022 and 2021 of $11,650 and $37,856, respectively. The Company recorded amortized loan origination fee for six months ended June 30, 2022 and 2021 of $33,508 and $63,094, respectively.

 

The Company’s agreements with WNB and FHB contain certain financial covenants and restrictions. Under these restrictions, all the Company’s assets are pledged to secure the line of credit, the Company must maintain certain financial ratios such as an adjusted tangible net worth ratio, interest coverage ratio and senior leverage ratio. The loan agreement also provides for certain covenants such as audited financial statements, notice of change of control, budget, permission for any new debt, copy of filings with regulatory bodies, minimum balances. Management believes it was in compliance with the applicable debt covenants as of June 30, 2022 and December 31, 2021.

 

8. PPP Loan

 

On April 18, 2020, the Company entered into a $271,000 loan with its primary lender, under a program administered by the Small Business Administration (“SBA”) as part of the Paycheck Protection Program (“PPP”) approved under the “Coronavirus Aid, Relief, and Economic Security Act” (“CARES Act”) (Pub. L. No. 116-136). The loan matures in two (2) years and accrues interest at 1% from the origination of the loan. After a 6 month deferral, interest and principal payments are due monthly. The Note is subject to partial or full forgiveness, the terms of which are dictated by the SBA, the CARES Act, section 7(a)(36) of the Small Business Act, all rules and regulations promulgated thereunder including, without limitation, Interim Final Rule RIN 3245-AH34, subsequent SBA guidance, and the Code of Federal Regulations. In January 2022, the Company appealed the decision by the SBA to reject the Company’s original application for the PPP loan.

 

 15 

Standard Premium Finance Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2022 and 2021

(unaudited)

 

 

8. PPP Loan (Continued)

 

On June 22, 2022, the Company executed a loan modification with Woodforest National Bank (“WNB”) allowing for the repayment of the PPP loan to WNB. The modified loan has a maturity date of April 18, 2025 with a 1% fixed interest rate and monthly principal and interest payments of $7,801.12 beginning on May 18, 2022. As agreed with the bank, the Company made the first three monthly payments in July 2022 to bring the balance current.

 

As of June 30, 2022 and December 31, 2021, the balance of the PPP loan is as follows:

 

          
  

June 30, 2022

(unaudited)

   December 31, 2021 
Total PPP loan  $271,000   $271,000 
Less current maturities   101,036    (271,000)
Long-term portion of PPP loan  $169,964   $ 

 

9. Note Payable – Others

 

At June 30, 2022 and December 31, 2021, the balances of long-term unsecured notes to unrelated parties are as follows:

 

          
   June 30, 2022     
   (unaudited)   December 31, 2021 
Total notes payable - Others  $7,088,810   $7,249,810 
Less current maturities   (1,159,029)   (2,285,023)
           
Long-term maturities  $5,929,781   $4,964,787 

 

These are notes payable to individuals. The notes have interest payable monthly, ranging from 6% to 8% per annum and are unsecured and subordinated. The principal is due on various dates through September 30, 2026. The notes roll-over at periods from 8 months to 4 years on maturity unless the note holder requests repayment through written instructions at least 90 days prior to the expiration date. Interest expense on these notes totaled approximately $251,000 and $220,000 during the six months ended June 30, 2022 and 2021, respectively. Interest expense on these notes totaled approximately $123,000 and $108,000 during the three months ended June 30, 2022 and 2021, respectively. The Company received proceeds on these notes of $325,000 and $781,964 for the six months ended June 30, 2022 and 2021, respectively. The Company repaid principal on these notes of $236,000 and $0 for the six months ended June 30, 2022 and 2021, respectively.

 

In April 2022, the Company exchanged $250,000 of these notes for 25,000 shares of Series A Convertible Preferred Stock at a price of $10.00 per share.

 

 

 16 

Standard Premium Finance Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2022 and 2021

(unaudited)

 

 

10. Note Payable – Stockholders and Related Parties

 

At June 30, 2022 and December 31, 2021, the balances of long-term notes payable to stockholders and related parties are as follows:

 

          
   June 30, 2022     
   (unaudited)   December 31, 2021 
Total notes payable - Related parties  $1,915,000   $2,091,302 
Less current maturities   (37,000)   (862,000)
           
Long-term maturities  $1,878,000   $1,229,302 

 

These are notes payable to stockholders and related parties. The notes have interest payable monthly ranging from 6% to 8% per annum and are unsecured and subordinated. The principal is due on various dates through August 31, 2026. The notes roll-over at periods from 8 months to 4 years on maturity unless the note holder requests repayment through written instructions at least 90 days prior to the expiration date. Interest expense on these notes totaled approximately $80,000 and $78,000 during the six months ended June 30, 2022 and 2021, respectively. Interest expense on these notes totaled approximately $41,000 and $39,000 during the three months ended June 30, 2022 and 2021, respectively. The Company received proceeds on these notes of $25,000 and $100,000 for the six months ended June 30, 2022 and 2021, respectively. The Company repaid principal on these notes of $181,032 and $15,000 for the six months ended June 30, 2022 and 2021, respectively.

 

In January 2022, the Company exchanged $20,000 of these notes payable for 2,000 shares of Series A Convertible Preferred Stock at a price of $10.00 per share.

 

11. Equity

 

Preferred Stock

As of June 30, 2022, the Company was authorized to issue 20 million shares of preferred stock with a par value of $0.001 per share, of which 600,000 shares had been designated as Series A convertible and 166,000 shares had been issued and are outstanding.

 

In the event of any liquidation, dissolution or winding up of the Company, the holders of preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock, an amount equal to $10 for each share of preferred stock, plus all unpaid dividends that have been accrued, accumulated or declared. The Company may redeem the preferred stock from the holders at any time following the second anniversary of the closing of the original purchase of the preferred stock. The Series A Convertible Preferred Stock can be converted to common stock at 80% of the prevailing market price over the previous 30-day period at the option of the Company.

 

Holders of preferred stock are entitled to receive preferential cumulative dividends, only if declared by the board of directors, at a rate of 7% per annum per share of the liquidation preference amount of $10 per share. During the six months ended June 30, 2022 and 2021, the Board of Directors has declared and paid dividends on the preferred stock of $34,883 and $34,650, respectively. During the three months ended June 30, 2022 and 2021, the Board of Directors has declared and paid dividends on the preferred stock of $17,558 and $17,325, respectively. As of June 30, 2022 and December 31, 2021, preferred dividends are in arrears by $25,258 and $17,325, respectively.

 

 17 

Standard Premium Finance Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2022 and 2021

(unaudited)

 

 

11. Equity (Continued)

 

December 31, 2020 dividends in arrears were declared and paid in January 2021. March 31, 2021 dividends in arrears were declared and paid in April 2021. June 30, 2021 dividends in arrears were declared and paid in July 2021. September 30, 2021 dividends in arrears were declared and paid in October 2021. December 31, 2021 dividends in arrears were declared and paid in January 2022. March 31, 2022 dividends in arrears were declared and paid in April 2022. June 30, 2022 dividends in arrears were declared and paid in July 2022.

 

In January 2022, the Company exchanged $20,000 of its notes payable for 2,000 shares of Series A Convertible Preferred Stock at a price of $10.00 per share. On April 30, 2022, the Company issued 65,000 shares of Series A Convertible Preferred Stock for $400,000 cash and exchanged for $250,000 of its notes payable at a price of $10.00 per share.

 

Common Stock

 

As of both June 30, 2022 and December 31, 2021, the Company was authorized to issue 100 million shares of common stock with a par value of $0.001 per share, of which 2,905,016 shares were issued and outstanding.

 

Stock Options

 

In 2019, the Company’s Board of Directors approved the creation of the 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan provides for the issuance of incentive stock options to designated employees, certain key advisors and non-employee members of the Board of Directors with the opportunity to receive grant awards to acquire, in the aggregate, up to 300,000 shares of the Corporation’s common stock.

 

A summary of information regarding the stock options outstanding is as follows:

 

                     
    Number of Shares   Weighted Average Exercise Price   Weighted Average Remaining Contractual Term   Intrinsic Value 
Outstanding at December 31, 2021    187,400   $0.80    8.2 years     
Issued    20,000   $4.73    7.5 years     
Exercised                 
Outstanding at June 30, 2022    207,400   $1.18    7.65 years   $693,380 
Exercisable at June 30, 2022    187,400   $0.80    7.67 years   $693,380 

 

On March 1, 2020, 187,400 of the above options were granted to designated Officers and employees. Half of those options vested on March 1, 2021 and the other half vested on March 1, 2022. On June 29, 2022 20,000 of the above options were granted to designated Officers. Half of these options vest on June 29, 2023 and the other half vest on June 29, 2024. During the six months ended June 30, 2022 and 2021, the Company recognized $5,778 and $17,334, respectively, of stock option expense. During the three months ended June 30, 2022 and 2021, the Company recognized $0 and $8,667, respectively, of stock option expense.

 

 18 

Standard Premium Finance Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2022 and 2021

(unaudited)

 

11. Equity (Continued)

 

Stock Warrants

On April 1, 2020, the Company issued 800,000 of previously authorized warrants for the purchase of common stock that are split into two classes of warrants. The 400,000 Class W4 warrants are issued at $.001 Par Value and exercisable at a strike price of $4 for a period of five (5) years. The 400,000 Class W12 warrants are issued at $.001 Par Value and are exercisable at a strike price of $12 for a period of five (5) years. On June 11, 2021, the Company issued 175,000 of previously authorized warrants for the purchase of common stock. The 175,000 Class W4A warrants are issued at $.001 Par Value and exercisable at a strike price of $4 for a period of five (5) years. On June 1, 2022 the Company issued 60,000 of previously authorized warrants for the purchase of common stock. The 60,000 Class W4A warrants are issued at $.0001 Par Value and exercisable at a strike price of $4 for a period of five (5) years. A summary of information regarding the stock options outstanding is as follows:

 

 

                     
    Number of Shares   Weighted Average Exercise Price   Weighted Average Remaining Contractual Term   Intrinsic Value 
Outstanding at December 31, 2021    975,000   $7.28    3.46 years     
Issued    60,000   $4.00    4.92 years     
Exercised                 
Outstanding at June 30, 2022    1,035,000   $7.09    3.08 years   $317,500 
Exercisable at June 30, 2022    1,035,000   $7.09    3.08 years   $317,500 

 

The above outstanding warrants were issued on June 29, 2022, June 11, 2021 and April 1, 2020, to designated Officers, Directors, and consultants with a total fair value of $10,800, $9,275 and $27,200 on the grant date, respectively. The warrants vested immediately. During the three months ended June 30, 2022 and 2021, the Company recognized $10,800 and $9,275, respectively, of stock warrant expense. During the six months ended June 30, 2022 and 2021, the Company recognized $10,800 and $9,275, respectively, of stock warrant expense.

 

12. Related Party Transactions

 

The Company has engaged in transactions with related parties primarily shareholders, officers and directors and their relatives that involve financing activities and services to the Company. The following discussion summarizes its activities with related parties.

 

Office lease

The Company entered a three-year lease for its office space in Miami, FL with an entity that is controlled by our CEO and related parties. The Company leases approximately 3,000 square feet of office space. Rent of $7,451 is paid monthly. The lease contract expires in February 2024.

 

Line of credit

As discussed in Note 7, the Company secured its primary financing in part through the assistance of our CEO and a significant shareholder who guaranteed the loan to the financial institution. The current line of credit with First Horizon Bank was initiated at $35,000,000. In October 2021, the Company increased its line of credit with First Horizon Bank from $35,000,000 to $45,000,000.

 

Notes payable

As discussed in Note 10, the Company has been advanced funds by its shareholders. As of June 30, 2022 and December 31, 2021, the amounts advanced were $1,915,000 and $2,091,302, respectively.

 

 

 19 

Standard Premium Finance Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2022 and 2021

(unaudited)

 

 

12. Related Party Transactions (Continued)

 

Stock Options

As discussed in Note 11, on March 1, 2020, the Company issued 187,400 stock options, of which 167,400 stock options were issued to officers and directors under the terms of the 2019 Equity Incentive Plan. The impact on earnings from this transaction was a total of $69,338, which has been fully amortized as of March 31, 2022. This transaction also increased additional paid in capital over the same period.

 

On June 29, 2022, the Company issued 20,000 stock options to officers and directors under the terms of the 2019 Equity Incentive Plan. The impact on future earnings from this transaction is a total of $56,400, which is being amortized over 24 months at a rate of $2,350. This transaction will also increase additional paid in capital over the same period at the same rate.

 

Stock Warrants

As discussed in Note 11, on April 1, 2020, the Company issued 800,000 stock warrants, of which 800,000 stock warrants were issued to officers, directors, and a related party. On June 11, 2021, the Company issued 175,000 stock warrants, of which 175,000 were issued to officers, directors, and a related party.

 

13. Commitments and Contingencies

 

On June 29, 2022, the Company signed “at-will” employment agreements with its CEO and CFO, which include fixed salary increases over the next five years and performance-based equity compensation. At the execution of the agreements, the Company issued a total of 20,000 stock options for the purchase of common stock pursuant to its 2019 Equity Incentive Plan. These stock options vest over a two-year period.

 

From time-to-time, we may be involved in litigation or be subject to claims arising out of our operations or content appearing on our websites in the normal course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on our company because of defense and settlement costs, diversion of management resources and other factors.

 

14. Subsequent Events

 

In July 2022, the Company issued $50,000 of notes payable (others). In July 2022, the Board of Directors declared and paid dividends on the Series A convertible preferred stock of $25,258.

 

 

 

 

 

 

 19 

 

 

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

 

Overview

 

We are an insurance premium financing company, specializing primarily in commercial policies. We make it efficient for companies to access financing for insurance premiums. Enabled by our network of marketing representatives and relationships with insurance agents, we provide a value-driven, customer-focused lending service.

 

We have offered premium financing since 1991 through our wholly owned subsidiary, Standard Premium Finance Management Corporation. We are generally targeting premium financing loans from $1,000 to $15,000, with repayment terms ranging from 6 to 10 months, although we may offer larger loans in cases we deem appropriate. Qualified customers may have multiple financings with us concurrently, which we believe provides opportunities for repeat business, as well as increased value to our customers.

 

We originate loans primarily in Florida, although we operate in several states. Over the past three years, the Company has expanded its operations, and currently is financing insurance premiums in Florida, Georgia, South Carolina, North Carolina, Texas, Tennessee and Arizona. Throughout 2022, we have obtained licenses in six additional states: Virginia, Maryland, Colorado, Mississippi, Ohio, and Louisiana. We intend to continue to expand our market into new states as part of our organic growth trend. Loans are originated primarily through a network of insurance agents solicited by our in-house sales team and marketing representatives.

 

We generate the majority of our revenue through interest income and the associated fees earned from our loan products. We earn interest based on the “rule of 78” and earn other associated fees as applicable to each loan. These fees include, but are not limited to, a one-time finance charge, late fees, and NSF fees. Our company charges interest to its customers solely by the Rule of 78. Charging interest per the Rule of 78 is the industry standard among premium finance loans. The Rule of 78 is a method to calculate the amount of principal and interest paid by each payment on a loan with equal monthly payments. The Rule of 78 is a permissible method of calculating interest in the states in which we operate. The Rule of 78 recognizes greater amounts of interest income and lesser amounts of principal repayment during the first months of the loan, while decreasing interest income and increasing principal repayment during the final months of the loan. Whenever a loan is repaid prior to full maturity, the Rule of 78 methodology is applied and the borrower is refunded accordingly.

 

We rely on a diversified set of funding sources for the loans we make to our customers. Our primary source of financing has historically been a line of credit at a financial institution collateralized by our loan receivables and our other assets. We receive additional funding from unsecured subordinate noteholders that pays monthly interest to the investors. We have also used proceeds from operating cash flow to fund loans in the past and continue to finance a portion of our outstanding loans with these funds. See Liquidity and Capital Resources for additional information regarding our financing strategy.

 

The Company’s main source of funding is its line of credit, which represented approximately 64% ($33,794,962) of its capital as of June 30, 2022. As of June 30, 2022, the Company’s subordinated notes payable represented approximately 17% ($9,003,810) of the Company’s capital, operating liabilities provide approximately 7% ($3,722,551) of the Company’s capital, preferred equity provides approximately 3% ($1,660,000) of the Company’s capital, the PPP loan represents approximately 1% ($271,000) of the Company’s capital, and equity in retained earnings and common paid-in capital represents the remaining 8% ($3,936,892) of the Company’s capital structure.

 

 20 

 

 

Key Financial and Operating Metrics

 

We regularly monitor a series of metrics in order to measure our current performance and project our future performance. These metrics aid us in developing and refining our growth strategies and making strategic decisions.

 

   As of or for the Three Months Ended June 30, 
  

2022

(unaudited)

  

2021

(unaudited)

 
Gross Revenue  $2,042,981   $1,922,827 
Originations  $29,869,917   $28,416,546 
Interest Earned Rate   15.10%   15.80%
Cost of Funds Rate, Gross   4.61%   4.61%
Cost of Funds Rate, Net   3.46%   3.46%
Reserve Ratio   1.97%   1.81%
Provision Rate   0.91%   0.66%
Return on Assets   1.35%   1.17%
Return on Equity   18.38%   18.84%
           

 

   As of or for the Six Months Ended June 30, 
  

2022

(unaudited)

  

2021

(unaudited)

 
Gross Revenue  $3,925,578   $3,634,731 
Originations  $58,987,768   $55,846,046 
Interest Earned Rate   14.96%   15.53%
Cost of Funds Rate, Gross   4.33%   4.41%
Cost of Funds Rate, Net   3.25%   3.31%
Reserve Ratio   1.97%   1.81%
Provision Rate   0.74%   0.65%
Return on Assets   1.49%   1.34%
Return on Equity   20.08%   21.10%
           

 

Gross Revenue

 

Gross Revenue represents the sum of interest and finance income, associated fees and other revenue.

 

Originations

 

Originations represent the total principal amount of Loans made during the period.

 

Interest Earned Rate

 

The Interest Earned Rate is the average annual percentage interest rate earned on new loans.

 

Cost of Funds Rate, Gross

 

Cost of Funds Rate is calculated as interest expense divided by average debt outstanding for the period.

 

Cost of Funds Rate, Net

 

Cost of Funds Rate is calculated as interest expense divided by average debt outstanding for the period, net of the interest related tax benefit.

 

Reserve Ratio

 

Reserve Ratio is our allowance for credit losses at the end of the period divided by the total amount of principal outstanding on Loans at the end of the period. It excludes net deferred origination costs and associated fees.

 

 21 

 

 

Provision Rate

 

Provision Rate equals the provision for credit losses for the period divided by originations for the period. Because we reserve for probable credit losses inherent in the portfolio upon origination, this rate is significantly impacted by the expectation of credit losses for the period’s originations volume. This rate is also impacted by changes in loss expectations for contract receivables originated prior to the commencement of the period.

 

Return on Assets

 

Return on Assets is calculated as annualized net income (loss) attributable to common stockholders for the period divided by average total assets for the period.

 

Return on Equity

 

Return on Equity is calculated as annualized net income (loss) attributable to common stockholders for the period divided by average stockholders’ equity attributable to common stockholders for the period.

RESULTS of OPERATIONS

 

Results of Operations for the Three Months ended June 30, 2022 Compared to the Three Months ended June 30. 2021

 

Revenue

 

Revenue increased by 6.2% overall or $120,155 to $2,042,982 for the three months ended June 30, 2022 from $1,922,827 for the three months ended June 30, 2021. The increase in revenue was primarily due to a 7.9% or $124,062 increase in finance charges offset by a 13.2% or $14,198 decrease in revenue from origination fees. Revenue from finance charges comprised 83.2% and 81.9% of overall revenue for the three months ended June 30, 2022 and 2021, respectively.

 

During the three months ended June 30, 2022 compared to the three months ended June 30, 2021, the company financed an additional $1,453,371 in new loan originations. This increase was due largely to increased marketing efforts throughout our established states. Although the Company increased amounts financed, the Company noted a decrease in the quantity of loan originations to 6,039 new loans for the three months ended June 30, 2022 as compared to 6,962 for the three months ended June 30, 2021. The quantity of loan originations is directly correlated to the decrease in origination charge revenue, as the Company immediately recognizes an origination fee on substantially all new loans.

 

Under the terms of the line of credit agreement, the loan receivables and our other assets provide the collateral for the loan. As the receivables increase, driven by new sales, the company has greater borrowing power, giving it the opportunity generate additional sales. In February 2021, the Company executed a $35,000,000 line of credit with a new lender, terminating the previous line of credit. In October 2021, the Company further increased its borrowing power on its line of credit to $45,000,000, an increase of $10,000,000. The additional availability on our line of credit was an essential driver to our increased financed amount of new loan originations during the three months ended June 30, 2022 as compared to the three months ended June 30, 2021. See Future Cash Requirements for the Company’s strategy regarding its line of credit.

 

Expense

 

Expenses increased by 3.9% or $67,984 to $1,789,848 for the three months ended June 30, 2022 from $1,721,864 for the three months ended June 30, 2021.

 

The increase in expenses was primarily due to increases in the following categories:

 

  ·  $84,152 increase in bad debt expense as a result of maintaining the allowance for doubtful accounts in line with the balance in accounts receivable from increased new loan originations.
  ·  $38,529 increase in other operating expenses as a result of software programming fees and market related expenses. The Company has begun development of the web-based portion of its proprietary software, which should lead to cost savings as well as synergistic effects with any mergers or acquisitions. For the three months ended June 30, 2022 as compared to the three months ended June 30, 2021, the Company has also paid additional fees to its transfer agent, market maker, and OTC Markets related to the initiation of public trading of its common stock.
  · $29,169 increase in interest expense as a result of loan originations leading to increased borrowings on the line of credit. The Company increased borrowings on the line of credit of $1,911,087, an increase of 6.0%, at June 30, 2022 as compared to June 30, 2021. Interest expense increased by 6.4% or $29,169 during the three months ended June 30, 2022 as compared to the three months ended June 30, 2021. The Company’s new line of credit with First Horizon Bank has a lower minimum rate, which the Company has benefited from for the second quarter of 2021. During the three months ended June 30, 2022, the Company’s increased borrowings on the line of credit also led to the increase in interest expense. See Liquidity and Capital Resources for more information on the new line of credit.

 

 22 

 

 

The increases in expenses was primarily offset by a decrease in the following category:

 

  ·  $44,954 decrease in professional fees related to costs expensed as incurred related to its financial statement audit and reviews.

 

Income before Taxes

 

Income before taxes increased by $52,171, or 26.0%, to $253,134 for the three months ended June 30, 2022 from $200,963 for the three months ended June 30, 2021. This increase was attributable to the net increases and decreases as discussed above.

 

Income Tax Provision

 

Income tax provision increased $22,791 to $67,781 for the three months ended June 30, 2022 from $44,990 for the three months ended June 30, 2021. This increase was primarily attributable to the increase in taxable income.

 

Net Income

 

Net Income increased by $29,380, or 18.8%, to $185,353 for the three months ended June 30, 2022 from $155,973 for the three months ended June 30, 2021. This increase was attributable to the $52,171 increase in income before taxes related to increased business activity partially offset by the $22,791 increase in the provision for income taxes related to increased taxable income.

 

Results of Operations for the Six Months ended June 30, 2022 Compared to the Six Months ended June 30, 2021

 

Revenue

 

Revenue increased by 8.0% overall or $290,847 to $3,925,578 for the six months ended June 30, 2022 from $3,634,731 for the six months ended June 30, 2021. The increase in revenue was primarily due to a 9.7% or $288,071 increase in finance charges and a 4.7% or $21,530 increase in revenue from late charges, partially offset by a 9.1% or $18,754 decrease in revenue from origination fees. Revenue from finance charges comprised 83.0% and 81.7% of overall revenue for the six months ended June 30, 2022 and 2021, respectively.

 

During the six months ended June 30, 2022 compared to the six months ended June 30, 2021, the company financed an additional $3,141,722 in new loan originations. This increase was due largely to increased marketing efforts throughout our established states. Although the Company increased amounts financed, the Company noted a decrease in the quantity of loan originations to 12,255 new loans for the six months ended June 30, 2022 as compared to 13,317 for the six months ended June 30, 2021. The quantity of loan originations is directly correlated to the decrease in origination charge revenue, as the Company immediately recognizes an origination fee on substantially all new loans.

 

Under the terms of the line of credit agreement, the loan receivables and our other assets provide the collateral for the loan. As the receivables increase, driven by new sales, the company has greater borrowing power, giving it the opportunity generate additional sales. In February 2021, the Company executed a $35,000,000 line of credit with a new lender, terminating the previous line of credit. In October 2021, the Company further increased its borrowing power on its line of credit to $45,000,000, an increase of $10,000,000. The additional availability on our line of credit was an essential driver to our increased financed amount of new loan originations during the six months ended June 30, 2022 as compared to the three months ended June 30, 2021. See Future Cash Requirements for the Company’s strategy regarding its line of credit.

 

Expense

 

Expenses increased by 6.1% or $195,185 to $3,371,756 for the six months ended June 30, 2022 from $3,176,571 for the six months ended June 30, 2021.

 

 23 

 

 

The increase in expenses was primarily due to increases in the following categories:

 

  ·  $75,204 increase in bad debt expense as a result of maintaining the allowance for doubtful accounts in line with the balance in accounts receivable from increased new loan originations.
  ·  $72,370 increase in other operating expenses as a result of software programming fees and market related expenses. The Company has begun development of the web-based portion of its proprietary software, which should lead to cost savings as well as synergistic effects with any mergers or acquisitions. For the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, the Company has also paid additional fees to its transfer agent, market maker, and OTC Markets related to the initiation of public trading of its common stock.
  ·  $60,835 increase in interest expense as a result of loan originations leading to increased borrowings on the line of credit. The Company increased borrowings on the line of credit of $1,911,087, an increase of 6.0%, at June 30, 2022 as compared to June 30, 2021. Interest expense increased by 7.2% or $60,835 during the six months ended June 30, 2022 as compared to the three months ended June 30, 2021. The Company’s new line of credit with First Horizon Bank has a lower minimum rate, which the Company has benefited from for the second quarter of 2021. During the six months ended June 30, 2022, the Company’s increased borrowings on the line of credit also led to the increase in interest expense, which increased interest expense. See Liquidity and Capital Resources for more information on the new line of credit.  
  · $21,742 increase in salaries and wages as a result of increases to staff wages for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021.

 

The increases in expenses was primarily offset by a decrease in the following category:

 

  ·  $40,466 decrease in commission expense primarily due to a lower Earned Interest Rate for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021. As the Company funds higher dollar value loans, it must remain competitive on interest rates. The Company pays lower commissions to agents when the interest rate on a loan origination is lower. Furthermore, as the Company experiences increases in its line of credit interest rates, the Company pays out lower commissions when agents cannot or will not pass through those increases to its customers.

 

Income before Taxes

 

Income before taxes increased by $95,662, or 20.9%, to $553,822 for the six months ended June 30, 2022 from $458,160 for the six months ended June 30, 2021. This increase was attributable to the net increases and decreases as discussed above.

 

Income Tax Provision

 

Income tax provision increased $21,471 to $143,404 for the six months ended June 30, 2022 from $121,933 for the six months ended June 30, 2021. This increase was primarily attributable to the increase in taxable income.

 

Net Income

 

Net Income increased by $74,191, or 22.1%, to $410,418 for the six months ended June 30, 2022 from $336,227 for the six months ended June 30, 2021. This increase was attributable to the $95,662 increase in income before taxes related to increased business activity, partially offset by the $21,471 increase in the provision for income taxes related to increased taxable income.

 

Comparison of Cash Flows for the Six Months Ended June 30, 2022 and June 30, 2021

 

Cash Flows from Operating Activities

 

We used $3,226,589 of cash in our operating activities in 2022 compared to $7,411,612 used in our operating activities in 2021. The decrease in cash used of $4,185,043 was primarily due to a $4,073,965 decrease of cash used to support working capital components and a $111,078 increase of net income as adjusted for noncash items.

 

The $4,185,043 decrease of cash used to support working capital components was primarily due to a $4,500,988 decrease in the change in premium finance contracts, a $131,896 increase in the change in prepaid expenses and other current assets, a $70,000 increase in the change in deferred tax assets, partially offset by a $565,108 decrease in the change in accounts payable and accrued expenses and a $65,072 decrease in the change in drafts payable. These are natural fluctuations in operating accounts that occur during the normal course of business. The Company expects net cash outflows from operations during periods of growth. The Company experienced breakout growth in the early months of 2021 due to the increased line of credit. During 2022, the Company has utilized its increased availability on its line of credit leading to consistent growth in its investment in new loan originations and an increased premium finance contracts receivable.

 

 24 

 

 

The $111,078 increase of cash from net earnings as adjusted by noncash items resulted primarily from a $74,191 increase in net income and a $75,204 increase in bad debt expense, partially offset by a $29,586 decrease in the amortization of loan origination fees. As the Company grew its receivables portfolio in 2022, bad debt expense increased to adjust the allowance accordingly.

 

Cash Flows from Investing Activities

 

We used $33,953 of cash in our investing activities in 2022 compared to $48,269 in cash used in 2021. The decrease in cash used of $14,316 is due to a decrease in payments made on life insurance policies of $20,228 partially offset by an increase in purchases of property and equipment of $10,412.

 

Cash Flows from Financing Activities

 

We received $3,423,779 of cash provided by our financing activities in 2022 compared to $6,999,622 provided by financing activities in 2021. The decrease in funds provided of $3,575,843 is due primarily to an decrease in proceeds from the line of credit, net of repayments, of $2,882,229, an decrease in proceeds from notes payable – others of $456,964, an increase in repayments of notes payable – others of $236,000, an increase in repayments of notes payable – related parties of $166,302, and a decrease in cash overdraft of $153,264. These were partially offset by an increase in proceeds from the sale of preferred stock of $400,000. In 2021, the Company experienced breakout growth due to its new line of credit, utilizing its increased borrowing power to finance its increased premium finance contracts receivable. In conjunction with the new line of credit, the Company was required to increase its subordinated debt, which accounts for the increases in proceeds from notes payable – related parties and notes payable – others. During 2022, the Company’s financing stabilized as financing was primarily provided by its line of credit.

 

LIQUIDITY and CAPITAL RESOURCES as of June 30, 2022

 

We had $184,244 of cash and a working capital surplus of $12,554,694 at June 30, 2022. A significant working capital surplus is generally expected through the normal course of business due primarily to the difference between the balance in loan receivables and the related line of credit liability. As discussed in the Revenues section, the Company’s line of credit is currently the primary source of operating funds. In February 2021, the Company entered into a contract with a new lender, First Horizon Bank, for a two-year $35,000,000 line of credit. In October 2021, the Company further increased its borrowing power on its line of credit to $45,000,000, an increase of $10,000,000. The terms of the new line of credit are generally more favorable than the previous line of credit, including an interest rate based on the 30-day LIBOR rate plus 2.85% with a minimum rate of 3.35%. The previous, terminated line of credit had an interest rate based on the 30-day LIBOR rate plus 2.75% with a minimum rate of 3.75%. We anticipate that the interest rate we pay on our revolving credit agreement may rise due to the recently adopted benchmark interest rate increases by the Federal Reserve Board. We believe that we will be able to pass along any interest rate increase to our borrowers so that our net interest spread will not be materially affected. Furthermore, because of the short-term nature of our loans, we are not bound to any particular loan and its fixed interest rate for a long period of time. Based on our estimates and taking into account the risks and uncertainties of our plans, we believe that we will have adequate liquidity to finance and operate our business and repay our obligations as they become due in the next 12 months.

 

During the six months ended June 30, 2022, the Company raised an additional $25,000 in subordinated notes payable – related parties and $325,000 in subordinated notes payable – others, and repaid $181,302 in subordinated notes payable – related parties and $236,000 in subordinated notes payable – others. The Company utilizes its inflows from subordinated debt as a financing source before drawing additionally from the line of credit.

 

During the six months ended June 30, 2022, the Company sold 67,000 shares of Series A Convertible Preferred Stock (“Preferred Stock”) for $400,000 in cash and exchanging $270,000 of its subordinated notes at a price of $10.00 per share. The additional Preferred Stock bolsters shareholder’s equity, which, in turn, increases leveraging ability on our line of credit.

 

Future Cash Requirements

 

As the Company anticipates its growth patterns to continue, the larger line of credit is paramount to fueling this growth. By increasing its line of credit to $45,000,000, the Company expects to satisfy the cash requirements anticipated by its growth in the immediate future.

 

Uses of Liquidity and Capital Resources

 

We require cash to fund our operating expenses and working capital requirements, including costs associated with our premium finance loans, capital expenditures, debt repayments, acquisitions (if any), pursuing market expansion, supporting sales and marketing activities, and other general corporate purposes. While we believe we have sufficient liquidity and capital resources to fund our operations and repay our debt, we may elect to pursue additional financing activities such as refinancing or expanding existing debt or pursuing other debt or equity offerings to provide flexibility with our cash management and provide capital for potential acquisitions.

 

Off-balance Sheet Arrangements

 

None.

 

 25 

 

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

We consider the following to be our most critical accounting policy because it involves critical accounting estimates and a significant degree of management judgment:

 

Allowance for premium finance contract receivable losses

 

We are subject to the risk of loss associated with our borrowers’ inability to fulfill their payment obligations, the risk that we will not collect sufficient unearned premium refunds on the cancelled policies on the defaulted loans to fully cover the unpaid loan principal and the risk that payments due us from insurance agents and brokers will not be paid.

 

The carrying amount of the Premium Finance Contracts (“Contracts”) is reduced by an allowance for losses that are maintained at a level which, in management’s judgment, is adequate to absorb losses inherent in the Contracts. The amount of the allowance is based upon management’s evaluation of the collectability of the Contracts, including the nature of the accounts, credit concentration, trends, and historical data, specific impaired Contracts, economic conditions, and other risks inherent in the Contracts. The allowance is increased by a provision for loan losses, which is charged to expense, and reduced by charge-offs, net of recovery.

 

In addition, specific allowances are established for accounts past due over 120 days. Individual contracts are written off against the allowance when collection of the individual contracts appears doubtful. The collectability of outstanding and cancelled contracts is generally secured by collateral in the form of the unearned premiums on the underlying policies and accordingly historical losses are approximately 1% to 1.5% of the principal amount of loans made each year. The Company considers historical losses in determining the adequacy of the allowance for doubtful accounts. The collectability of amounts due from agents is determined by the financial strength of the agency.

 

Stock-Based Compensation

 

We account for stock-based compensation by measuring and recognizing as compensation expense the fair value of all share-based payment awards made to directors, executives, employees and consultants, including employee stock options related to our 2019 Equity Incentive Plan and stock warrants based on estimated grant date fair values. The determination of fair value involves a number of significant estimates. We use the Black Scholes option pricing model to estimate the value of employee stock options and stock warrants which requires a number of assumptions to determine the model inputs. These include the expected volatility of our stock and employee exercise behavior which are based expectations of future developments over the term of the option.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not required.

 

 26 

 

 

Item 4. Controls and Procedures.

 

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2022. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at June 30, 2022 at the reasonable assurance level.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2022 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

 

 27 

 

 

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

 

The Company becomes involved in various legal proceedings and claims in the normal course of business. In management’s opinion, the ultimate resolution of these matters will not have a material effect on our financial position or results of operations.

 

Item 1A. Risk Factors.

 

Our operations and financial results are subject to various risks and uncertainties, including those described in the Part I. “Item 1A. Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on March 25, 2022 (“2021 Form 10-K”), which could adversely affect our business, financial condition, results of operations and cash flows. During the three months ended June 30, 2022, there have been no material changes in our risk factors disclosed in our 2021 Form 10-K.

 

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

 

None. 

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit Index

 

Exhibit Number   Description
2.1   Agreement of Share Exchange dated as of March 22, 2017 by and between Registrant, Standard Premium Finance Management Corporation and the shareholders of Standard Premium Finance Management Corporation. (Incorporated by reference to Exhibit 2.1 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)
3.1   Articles of Incorporation of Registrant filed May 12, 2016. (Incorporated by reference to Exhibit 3.1 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)
3.2   Articles of Amendment to Registrant’s Articles of Incorporation filed May 31, 2016. (Incorporated by reference to Exhibit 3.2 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)
3.3   Articles of Amendment to Articles of Incorporation filed May 17, 2017. (Incorporated by reference to Exhibit 3.3 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)
3.4   By-laws of Registrant. (Incorporated by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on May 2, 2022)
4.1   Description of Securities. (Incorporated by reference to Exhibit 4.1 to Registrant's Form 10-K filed on March 30, 2021)
10.1*   2019 Equity Incentive Plan. (Incorporated by reference to Exhibit 10.1 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)
10.2*   Form of Employee Incentive Stock Option Award Agreement. (Incorporated by reference to Exhibit 10.2 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)
10.3(a)*   Form of Warrant to Purchase Common Stock. $4.00 (Incorporated by reference to Exhibit 10.3(a) to Registrant's Registration Statement on Form 10 filed on January 19, 2021)
10.3(b)*   Form of Warrant to Purchase Common Stock. $12.00 (Incorporated by reference to Exhibit 10.3(b) to Registrant's Registration Statement on Form 10 filed on January 19, 2021)
10.4*   Schedule of Warrants to Purchase Common Stock issued on April 1, 2020. (Incorporated by reference to Exhibit 10.4 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)
10.5*   Consulting Agreement dated August 1, 2016 between Registrant and Bayshore Corporate Finance, LLC.  (Incorporated by reference to Exhibit 10.5 to Amendment No. 1 to Registrant's Registration Statement on Form 10 filed on March 2, 2021)

 

 28 

 

 

10.6   Lease Agreement dated March 1, 2018 between Registrant and Marlenko Acquisitions, LLC. (Incorporated by reference to Exhibit 10.6 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)
10.7*   Schedule of Employee Incentive Stock Options issued on March 1, 2020. (Incorporated by reference to Exhibit 10.7 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)
10.8   Loan Agreement dated February 3, 2021 among Standard Premium Finance Management Corporation and First Horizon Bank. (Incorporated by reference to Exhibit 10.9 to Amendment No. 1 to Registrant's Registration Statement on Form 10 filed on March 2, 2021)
10.9   William Koppelmann Employment Contract. (Incorporated by reference to Exhibit 10.2 to Registrant’s Form 8-K filed on July 6, 2022)
10.10   Brian Krogol Employment Contract. (Incorporated by reference to Exhibit 10.3 to Registrant’s Form 8-K filed on July 6, 2022)
31.1   Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer.
31.2   Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer.
32.1   Section 1350 Certifications of Principal Executive Officer and Principal Financial Officer.
101.INS   Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH   Inline XBRL Taxonomy Extension Schema
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase
104   Cover page formatted as Inline XBRL and contained in Exhibit 101

_______________

* Indicates a management contract or compensatory plan or arrangement.

 

 29 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: August 15, 2022

 

STANDARD PREMIUM FINANCE HOLDINGS, INC.  
     
By: /s/ William Koppelmann  
  William Koppelmann  
  Chairman, President and Chief Executive Officer
(Principal Executive Officer)
 
     
By: /s/ Brian Krogol  
  Brian Krogol  
  Chief Financial Officer
(Principal Financial Officer)
 

 

 30 

 

EXHIBIT 31.1

 

CERTIFICATIONS

 

I, William Koppelmann, certify that:

 

1.I have reviewed this quarterly report on Form 10-Q of Standard Premium Finance Holdings, Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 15, 2022

 

     
     
By:  

/s/ William Koppelmann

    William Koppelmann
    Principal Executive Officer

 

EXHIBIT 31.2

 

CERTIFICATIONS

 

I, Brian Krogol, certify that:

 

1.I have reviewed this quarterly report on Form 10-Q of Standard Premium Finance Holdings, Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 15, 2022

 

     
     
By:  

/s/ Brian Krogol

    Brian Krogol
    Principal Financial Officer

EXHIBIT 32.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, William Koppelmann, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Standard Premium Finance Holdings, Inc. on Form 10-Q for the fiscal quarter ended June 30, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Standard Premium Finance Holdings, Inc.

 

August 15, 2022

     
     
By:  

/s/ William Koppelmann

    William Koppelmann
    Principal Executive Officer

 

I, Brian Krogol, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Standard Premium Finance Holdings, Inc. on Form 10-Q for the fiscal quarter ended June 30, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Standard Premium Finance Holdings, Inc.

 

August 15, 2022

     
     
By:  

/s/ Brian Krogol

    Brian Krogol
    Principal Financial Officer

 



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