false --12-31 2024 Q3 0001807893 0001807893 2024-01-01 2024-09-30 0001807893 2024-11-08 0001807893 2024-09-30 0001807893 2023-12-31 0001807893 spfx:SeriesAConvertiblePreferredStockMember 2024-09-30 0001807893 spfx:SeriesAConvertiblePreferredStockMember 2023-12-31 0001807893 2024-07-01 2024-09-30 0001807893 2023-07-01 2023-09-30 0001807893 2023-01-01 2023-09-30 0001807893 spfx:FinanceChargesMember 2024-07-01 2024-09-30 0001807893 spfx:FinanceChargesMember 2023-07-01 2023-09-30 0001807893 spfx:FinanceChargesMember 2024-01-01 2024-09-30 0001807893 spfx:FinanceChargesMember 2023-01-01 2023-09-30 0001807893 spfx:LateChargesMember 2024-07-01 2024-09-30 0001807893 spfx:LateChargesMember 2023-07-01 2023-09-30 0001807893 spfx:LateChargesMember 2024-01-01 2024-09-30 0001807893 spfx:LateChargesMember 2023-01-01 2023-09-30 0001807893 spfx:OriginationFeesMember 2024-07-01 2024-09-30 0001807893 spfx:OriginationFeesMember 2023-07-01 2023-09-30 0001807893 spfx:OriginationFeesMember 2024-01-01 2024-09-30 0001807893 spfx:OriginationFeesMember 2023-01-01 2023-09-30 0001807893 spfx:PreferredStockSeriesAMember 2022-12-31 0001807893 us-gaap:CommonStockMember 2022-12-31 0001807893 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001807893 us-gaap:RetainedEarningsMember 2022-12-31 0001807893 2022-12-31 0001807893 spfx:PreferredStockSeriesAMember 2023-03-31 0001807893 us-gaap:CommonStockMember 2023-03-31 0001807893 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001807893 us-gaap:RetainedEarningsMember 2023-03-31 0001807893 2023-03-31 0001807893 spfx:PreferredStockSeriesAMember 2023-06-30 0001807893 us-gaap:CommonStockMember 2023-06-30 0001807893 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0001807893 us-gaap:RetainedEarningsMember 2023-06-30 0001807893 2023-06-30 0001807893 spfx:PreferredStockSeriesAMember 2023-12-31 0001807893 us-gaap:CommonStockMember 2023-12-31 0001807893 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001807893 us-gaap:RetainedEarningsMember 2023-12-31 0001807893 spfx:PreferredStockSeriesAMember 2024-03-31 0001807893 us-gaap:CommonStockMember 2024-03-31 0001807893 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001807893 us-gaap:RetainedEarningsMember 2024-03-31 0001807893 2024-03-31 0001807893 spfx:PreferredStockSeriesAMember 2024-06-30 0001807893 us-gaap:CommonStockMember 2024-06-30 0001807893 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001807893 us-gaap:RetainedEarningsMember 2024-06-30 0001807893 2024-06-30 0001807893 spfx:PreferredStockSeriesAMember 2023-01-01 2023-03-31 0001807893 us-gaap:CommonStockMember 2023-01-01 2023-03-31 0001807893 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-03-31 0001807893 us-gaap:RetainedEarningsMember 2023-01-01 2023-03-31 0001807893 2023-01-01 2023-03-31 0001807893 spfx:PreferredStockSeriesAMember 2023-04-01 2023-06-30 0001807893 us-gaap:CommonStockMember 2023-04-01 2023-06-30 0001807893 us-gaap:AdditionalPaidInCapitalMember 2023-04-01 2023-06-30 0001807893 us-gaap:RetainedEarningsMember 2023-04-01 2023-06-30 0001807893 2023-04-01 2023-06-30 0001807893 spfx:PreferredStockSeriesAMember 2023-07-01 2023-09-30 0001807893 us-gaap:CommonStockMember 2023-07-01 2023-09-30 0001807893 us-gaap:AdditionalPaidInCapitalMember 2023-07-01 2023-09-30 0001807893 us-gaap:RetainedEarningsMember 2023-07-01 2023-09-30 0001807893 spfx:PreferredStockSeriesAMember 2024-01-01 2024-03-31 0001807893 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001807893 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001807893 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001807893 2024-01-01 2024-03-31 0001807893 spfx:PreferredStockSeriesAMember 2024-04-01 2024-06-30 0001807893 us-gaap:CommonStockMember 2024-04-01 2024-06-30 0001807893 us-gaap:AdditionalPaidInCapitalMember 2024-04-01 2024-06-30 0001807893 us-gaap:RetainedEarningsMember 2024-04-01 2024-06-30 0001807893 2024-04-01 2024-06-30 0001807893 spfx:PreferredStockSeriesAMember 2024-07-01 2024-09-30 0001807893 us-gaap:CommonStockMember 2024-07-01 2024-09-30 0001807893 us-gaap:AdditionalPaidInCapitalMember 2024-07-01 2024-09-30 0001807893 us-gaap:RetainedEarningsMember 2024-07-01 2024-09-30 0001807893 spfx:PreferredStockSeriesAMember 2023-09-30 0001807893 us-gaap:CommonStockMember 2023-09-30 0001807893 us-gaap:AdditionalPaidInCapitalMember 2023-09-30 0001807893 us-gaap:RetainedEarningsMember 2023-09-30 0001807893 2023-09-30 0001807893 spfx:PreferredStockSeriesAMember 2024-09-30 0001807893 us-gaap:CommonStockMember 2024-09-30 0001807893 us-gaap:AdditionalPaidInCapitalMember 2024-09-30 0001807893 us-gaap:RetainedEarningsMember 2024-09-30 0001807893 stpr:FL us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember 2024-01-01 2024-09-30 0001807893 stpr:FL us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember 2023-01-01 2023-09-30 0001807893 stpr:GA us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember 2024-01-01 2024-09-30 0001807893 stpr:GA us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember 2023-01-01 2023-09-30 0001807893 stpr:NC us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember 2024-01-01 2024-09-30 0001807893 stpr:NC us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember 2023-01-01 2023-09-30 0001807893 srt:MinimumMember us-gaap:FurnitureAndFixturesMember 2024-09-30 0001807893 srt:MaximumMember us-gaap:FurnitureAndFixturesMember 2024-09-30 0001807893 srt:MinimumMember us-gaap:ComputerEquipmentMember 2024-09-30 0001807893 srt:MaximumMember us-gaap:ComputerEquipmentMember 2024-09-30 0001807893 us-gaap:LeaseholdImprovementsMember 2024-09-30 0001807893 us-gaap:OptionMember 2024-01-01 2024-09-30 0001807893 us-gaap:OptionMember 2023-01-01 2023-09-30 0001807893 spfx:WarrantsMember 2024-01-01 2024-09-30 0001807893 spfx:WarrantsMember 2023-01-01 2023-09-30 0001807893 spfx:March12021Member 2024-01-01 2024-09-30 0001807893 spfx:March12022Member 2024-01-01 2024-09-30 0001807893 spfx:June292023Member 2024-01-01 2024-09-30 0001807893 spfx:June292024Member 2024-01-01 2024-09-30 0001807893 us-gaap:CommonStockMember us-gaap:NotesPayableOtherPayablesMember 2024-08-31 0001807893 us-gaap:CommonStockMember us-gaap:NotesPayableOtherPayablesMember 2024-08-01 2024-08-31 0001807893 us-gaap:CommonStockMember 2024-08-01 2024-08-31 0001807893 us-gaap:CommonStockMember 2024-08-31 0001807893 spfx:OptionsIncludedInTheCalculationOfDilutedEPSMember 2024-01-01 2024-09-30 0001807893 spfx:OptionsIncludedInTheCalculationOfDilutedEPSMember 2023-01-01 2023-09-30 0001807893 spfx:VestedButAntidilutiveOptionsMember 2024-01-01 2024-09-30 0001807893 spfx:VestedButAntidilutiveOptionsMember 2023-01-01 2023-09-30 0001807893 spfx:NonVestedOptionsMember 2024-01-01 2024-09-30 0001807893 spfx:NonVestedOptionsMember 2023-01-01 2023-09-30 0001807893 spfx:WarrantsIncludedInTheCalculationOfDlutedEPSMember 2024-01-01 2024-09-30 0001807893 spfx:WarrantsIncludedInTheCalculationOfDlutedEPSMember 2023-01-01 2023-09-30 0001807893 spfx:VestedButAntidilutiveWarrantsMember 2024-01-01 2024-09-30 0001807893 spfx:VestedButAntidilutiveWarrantsMember 2023-01-01 2023-09-30 0001807893 2023-01-01 2023-12-31 0001807893 us-gaap:FinancingReceivables30To59DaysPastDueMember 2024-09-30 0001807893 us-gaap:FinancingReceivables60To89DaysPastDueMember 2024-09-30 0001807893 us-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember 2024-09-30 0001807893 spfx:FinancingReceivablesEqualToGreaterThan120DaysPastDueMember 2024-09-30 0001807893 us-gaap:FinancialAssetPastDueMember 2024-09-30 0001807893 us-gaap:FinancialAssetNotPastDueMember 2024-09-30 0001807893 us-gaap:FinancingReceivables30To59DaysPastDueMember 2023-12-31 0001807893 us-gaap:FinancingReceivables60To89DaysPastDueMember 2023-12-31 0001807893 us-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember 2023-12-31 0001807893 spfx:FinancingReceivablesEqualToGreaterThan120DaysPastDueMember 2023-12-31 0001807893 us-gaap:FinancialAssetPastDueMember 2023-12-31 0001807893 us-gaap:FinancialAssetNotPastDueMember 2023-12-31 0001807893 spfx:ComputerSoftwareMember 2024-09-30 0001807893 spfx:ComputerSoftwareMember 2023-12-31 0001807893 us-gaap:AutomobilesMember 2024-09-30 0001807893 us-gaap:AutomobilesMember 2023-12-31 0001807893 us-gaap:FurnitureAndFixturesMember 2024-09-30 0001807893 us-gaap:FurnitureAndFixturesMember 2023-12-31 0001807893 us-gaap:LeaseholdImprovementsMember 2023-12-31 0001807893 us-gaap:ComputerEquipmentMember 2024-09-30 0001807893 us-gaap:ComputerEquipmentMember 2023-12-31 0001807893 spfx:SecureFacilityLeaseMember 2024-09-30 0001807893 spfx:OfficeLeaseMember 2024-03-01 0001807893 spfx:OfficeLeaseMember 2024-02-29 2024-03-01 0001807893 spfx:SecureFacilityLeaseMember 2022-09-26 0001807893 spfx:SecureFacilityLeaseMember 2022-09-25 2022-09-26 0001807893 spfx:CopierLeaseMember 2019-10-14 0001807893 spfx:CopierLeaseMember 2019-10-13 2019-10-14 0001807893 spfx:HardwareLeaseMember 2022-09-29 2022-09-30 0001807893 spfx:HardwareLeaseMember 2022-09-30 0001807893 spfx:ServerLeaseMember 2021-12-06 2021-12-07 0001807893 spfx:FirstHorizonBankMember spfx:LoanAgreementMember 2021-02-03 0001807893 spfx:FirstHorizonBankMember spfx:InitialFundingMember 2021-02-03 0001807893 spfx:FirstHorizonBankMember spfx:LoanAgreementMember 2021-02-01 2021-02-03 0001807893 spfx:FirstHorizonBankMember spfx:LoanAgreementMember srt:MinimumMember 2021-10-31 0001807893 spfx:FirstHorizonBankMember spfx:LoanAgreementMember srt:MaximumMember 2021-10-31 0001807893 spfx:FirstHorizonBankMember spfx:LoanAgreementMember 2021-10-01 2021-10-31 0001807893 spfx:FirstHorizonBankMember spfx:LoanAgreementMember 2024-01-01 2024-09-30 0001807893 spfx:FirstHorizonBankMember spfx:LoanAgreementMember 2023-01-01 2023-12-31 0001807893 spfx:FirstHorizonBankMember spfx:LoanAgreementMember 2024-09-30 0001807893 spfx:FirstHorizonBankMember spfx:LoanAgreementMember 2023-12-31 0001807893 spfx:FirstHorizonBankMember spfx:LoanAgreementMember 2024-07-01 2024-09-30 0001807893 spfx:FirstHorizonBankMember spfx:LoanAgreementMember 2023-07-01 2023-09-30 0001807893 spfx:FirstHorizonBankMember spfx:LoanAgreementMember 2023-01-01 2023-09-30 0001807893 spfx:SmallBusinessAdministrationMember 2020-04-18 0001807893 spfx:SmallBusinessAdministrationMember 2020-04-17 2020-04-18 0001807893 spfx:SmallBusinessAdministrationMember 2022-06-22 0001807893 spfx:SmallBusinessAdministrationMember 2022-05-18 0001807893 spfx:SmallBusinessAdministrationMember 2024-07-01 2024-09-30 0001807893 spfx:SmallBusinessAdministrationMember 2023-07-01 2023-09-30 0001807893 spfx:SmallBusinessAdministrationMember 2024-01-01 2024-09-30 0001807893 spfx:SmallBusinessAdministrationMember 2023-01-01 2023-09-30 0001807893 spfx:AmericanExpressMember 2024-04-12 0001807893 spfx:AmericanExpressMember 2024-04-11 2024-04-12 0001807893 spfx:AmericanExpressMember 2024-05-13 0001807893 spfx:AmericanExpressMember 2024-07-01 2024-09-30 0001807893 spfx:AmericanExpressMember 2023-07-01 2023-09-30 0001807893 spfx:AmericanExpressMember 2024-01-01 2024-09-30 0001807893 spfx:AmericanExpressMember 2023-01-01 2023-09-30 0001807893 srt:MinimumMember 2024-01-01 2024-09-30 0001807893 srt:MaximumMember 2024-01-01 2024-09-30 0001807893 spfx:NotesPayableMember 2024-08-01 2024-08-31 0001807893 spfx:NotesPayableMember 2024-08-31 0001807893 spfx:StockholdersAndRelatedPartiesMember 2024-01-01 2024-09-30 0001807893 spfx:NotesPayableStockholdersAndRelatedPartiesMember 2024-08-01 2024-08-31 0001807893 spfx:NotesPayableStockholdersAndRelatedPartiesMember 2024-08-31 0001807893 spfx:NotesPayableMember us-gaap:CommonStockMember 2024-08-01 2024-08-31 0001807893 spfx:NotesPayableRelatedPartiesMember us-gaap:CommonStockMember 2024-08-01 2024-08-31 0001807893 2024-08-01 2024-08-31 0001807893 spfx:NotesPayableMember us-gaap:CommonStockMember 2024-08-31 0001807893 spfx:NotesPayableRelatedPartiesMember us-gaap:CommonStockMember 2024-08-31 0001807893 spfx:NotesPayableMember us-gaap:StockOptionMember 2024-08-01 2024-08-31 0001807893 spfx:NotesPayableRelatedPartiesMember us-gaap:StockOptionMember 2024-08-01 2024-08-31 0001807893 spfx:NotesPayableMember us-gaap:StockOptionMember 2024-08-31 0001807893 spfx:NotesPayableRelatedPartiesMember us-gaap:StockOptionMember 2024-08-31 0001807893 spfx:ExercisePrice0.80Member 2024-09-30 0001807893 spfx:ExercisePrice0.80Member 2024-01-01 2024-09-30 0001807893 spfx:ExercisePrice4.50Member 2024-09-30 0001807893 spfx:ExercisePrice4.50Member 2024-01-01 2024-09-30 0001807893 spfx:ExercisePrice4.95Member 2024-09-30 0001807893 spfx:ExercisePrice4.95Member 2024-01-01 2024-09-30 0001807893 spfx:OfficeLeaseMember srt:ChiefExecutiveOfficerMember 2024-01-01 2024-09-30 0001807893 us-gaap:StockOptionMember spfx:EquityIncentivePlan2019Member spfx:OfficersAndDirectorsMember 2022-06-28 2022-06-29 0001807893 us-gaap:StockOptionMember spfx:EquityIncentivePlan2019Member spfx:OfficersAndDirectorsMember 2024-01-01 2024-09-30 0001807893 us-gaap:StockOptionMember spfx:CEOAndCFOMember spfx:EquityIncentivePlan2019Member 2022-06-28 2022-06-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

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 September 30, 2024

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 134th 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 3,001,216 shares of common stock issued and outstanding as of November 14, 2024.

 

 
 

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, 2023, which was filed with the SEC on March 15, 2024. 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 “Company” and “Standard Premium” as used herein refers collectively to Standard Premium Finance Holdings, Inc. and its wholly owned subsidiaries, unless otherwise stated.

 

i

 
 

 

STANDARD PREMIUM FINANCE HOLDINGS, INC.

TABLE OF CONTENTS

 

 

 

Part I – FINANCIAL INFORMATION

 

Item 1. 

Financial Statements 2

Item 2. 

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations 23

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk 30

Item 4. 

Controls and Procedures 30
     

 PART II – OTHER INFORMATION

 

Item 1. 

Legal Proceedings 31

Item 1A. 

Risk Factors 31

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds 31

Item 3. 

Defaults Upon Senior Securities 31

Item 4. 

Mine Safety Disclosures 31

Item 5. 

Other Information 31

Item 6. 

Exhibits 32
SIGNATURES 33

 

 

 

1 
 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

STANDARD PREMIUM FINANCE HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
SEPTEMBER 30, 2024

Table of Contents

     
CONSOLIDATED FINANCIAL STATEMENTS:    
Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023   3 
Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (unaudited)   4 
Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023 (unaudited)   5 
Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited)   6 
Condensed Notes to Consolidated Financial Statements (unaudited)    7 – 22 

  

 

2 
 

Standard Premium Finance Holdings, Inc. and Subsidiary

Consolidated Balance Sheets

September 30, 2024 (unaudited) and December 31, 2023

           
   September 30,   December 31, 
   2024   2023 
   (unaudited)     
ASSETS
CURRENT ASSETS          
Cash  $2,150   $45,239 
Premium finance contracts and related receivable, net of allowance for credit losses of $1,849,130 and $1,501,593 at September 30, 2024 and December 31, 2023, respectively  
 
 
 
 
67,785,348
 
 
 
 
 
 
 
60,739,699
 
 
Prepaid expenses and other current assets   379,374    307,206 
TOTAL CURRENT ASSETS   68,166,872    61,092,144 
           
Property and equipment, net   131,956    122,500 
Operating lease assets   231,292    80,840 
Finance lease assets   28,722    38,664 
           
OTHER ASSETS          
Cash surrender value of life insurance   48,847    650,237 
Deferred tax asset   475,000    391,000 
TOTAL OTHER ASSETS   523,847    1,041,237 
           
TOTAL ASSETS  $69,082,689   $62,375,385 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
CURRENT LIABILITIES          
Cash overdraft  $473,163   $168,543 
Line of credit, net   43,789,908    42,374,715 
Drafts payable   3,652,123    2,681,359 
Note payable - current portion   2,870,992    2,181,400 
Note payable - stockholders and related parties - current portion   376,000    310,000 
Other loans - current portion   79,916    92,785 
Operating lease obligation - current portion   121,487    50,594 
Finance lease obligation - current portion   13,694    13,166 
Accrued expenses and other current liabilities   1,705,566    1,555,044 
TOTAL CURRENT LIABILITIES   53,082,849    49,427,606 
           
LONG-TERM LIABILITIES          
Note payable, net of current portion   6,033,254    4,684,157 
Note payable - stockholders and related parties, net of current portion   2,663,040    1,778,000 
Other loans, net of current portion       31,139 
Operating lease obligation, net of current portion   109,806    30,246 
Finance lease obligation, net of current portion   17,055    27,393 
TOTAL LONG-TERM LIABILITIES   8,823,155    6,550,935 
           
TOTAL LIABILITIES   61,906,004    55,978,541 
           
COMMITMENTS AND CONTINGENCIES (see Note 13)         
           
STOCKHOLDERS' EQUITY:          
Preferred stock, par value $0.001 per share; 20 million shares authorized,
600,000 shares designated as Series A - convertible, 166,000 issued and outstanding at September 30, 2024 and December 31, 2023
 
 
 
 
 
166
 
 
 
 
 
 
 
166
 
 
Common stock, par value $0.001 per share; 100 million shares authorized,
3,001,216 and 2,905,016 shares issued and outstanding at September 30, 2024
and December 31, 2023, respectively
 
 
 
 
 
 
 
 
3,001
 
 
 
 
 
 
 
 
 
 
 
2,905
 
 
 
Additional paid in capital   3,502,815    3,411,851 
Retained earnings   3,670,703    2,981,922 
TOTAL STOCKHOLDERS' EQUITY   7,176,685    6,396,844 
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $69,082,689   $62,375,385 

 

See accompanying condensed notes to the consolidated unaudited financial statements.

3 
 

Standard Premium Finance Holdings, Inc. and Subsidiary

Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2024 and 2023

(unaudited)

                 
   For the Three Months Ended September 30,   For the Nine Months Ended September 30, 
   2024   2023   2024   2023 
                 
REVENUES                
Finance charges  $2,680,586   $2,237,445   $7,849,924   $5,951,391 
Late charges   301,302    267,111    880,063    755,819 
Origination fees   91,459    89,803    292,611    274,393 
                     
TOTAL REVENUES   3,073,347    2,594,359    9,022,598    6,981,603 
                     
OPERATING COSTS AND EXPENSES                    
                     
Interest   1,153,662    1,027,037    3,352,760    2,724,850 
Salaries and wages   527,082    455,764    1,590,218    1,306,839 
Commissions   411,114    309,259    1,143,003    822,831 
Provision for credit losses   242,651    284,393    771,830    631,174 
Professional fees   49,249    71,986    237,598    237,819 
Postage   27,077    30,527    87,342    87,217 
Insurance   31,334    23,920    129,897    86,971 
Other operating expenses   224,352    236,979    703,290    600,981 
                     
TOTAL COSTS AND EXPENSES   2,666,521    2,439,865    8,015,938    6,498,682 
                     
INCOME BEFORE INCOME TAXES   406,826    154,494    1,006,660    482,921 
                     
PROVISION FOR INCOME TAXES   106,199    37,564    259,779    121,070 
                     
NET INCOME   300,627    116,930    746,881    361,851 
                     
PREFERRED SHARE DIVIDENDS   (29,050)   (29,050)   (58,100)   (87,150)
                     
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS  $271,577   $87,880   $688,781   $274,701 
                     
Net income per share attributable to common stockholders                    
Basic  $0.09   $0.03   $0.24   $0.09 
Diluted  $0.07   $0.03   $0.19   $0.08 
                     
Weighted average common shares outstanding                    
Basic   2,959,301    2,905,016    2,923,111    2,905,016 
Diluted   4,178,681    3,258,893    4,020,530    3,295,226 

 

See accompanying condensed notes to the consolidated unaudited financial statements.

4 
 

Standard Premium Finance Holdings, Inc. and Subsidiary

Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Nine Months Ended September 30, 2024 and 2023

(unaudited)

                             
   Series A Preferred Stock   Common Stock  

Additional

Paid-in

   Retained  

Total

Stockholders'

 
   Shares   Amount   Shares   Amount   Capital   Earnings   Equity 
                             
BALANCE AT DECEMBER 31, 2022   166,000   $166    2,905,016   $2,905   $3,383,651   $2,565,720   $5,952,442 
                                    
Options issued for services                   7,050        7,050 
Dividends paid on preferred stock                       (29,050)   (29,050)
Net income                       68,880    68,880 
BALANCE AT MARCH 31, 2023 (unaudited)   166,000   $166    2,905,016   $2,905   $3,390,701   $2,605,550   $5,999,322 
                                    
Options issued for services                   7,050        7,050 
Dividends paid on preferred stock                       (29,050)   (29,050)
Net income                       176,041    176,041 
BALANCE AT JUNE 30, 2023 (unaudited)   166,000   $166    2,905,016   $2,905   $3,397,751   $2,752,541   $6,153,363 
                                    
Options issued for services                   7,050        7,050 
Dividends paid on preferred stock                       (29,050)   (29,050)
Net income                       116,930    116,930 
BALANCE AT SEPTEMBER 30, 2023 (unaudited)   166,000   $166    2,905,016   $2,905   $3,404,801   $2,840,421   $6,248,293 

 

 

                             
   Series A Preferred Stock   Common Stock  

Additional

Paid-in

   Retained  

Total

Stockholders'

 
   Shares   Amount   Shares   Amount   Capital   Earnings   Equity 
                                    
BALANCE AT DECEMBER 31, 2023   166,000   $166    2,905,016   $2,905   $3,411,851   $2,981,922   $6,396,844 
                                    
Options issued for services                   7,050        7,050 
Dividends paid on preferred stock                       (29,050)   (29,050)
Net income                       118,802    118,802 
BALANCE AT MARCH 31, 2024 (unaudited)   166,000   $166    2,905,016   $2,905   $3,418,901   $3,071,674   $6,493,646 
                                    
Options issued for services                   7,050        7,050 
Net income                       327,452    327,452 
BALANCE AT JUNE 30, 2024 (unaudited)   166,000   $166    2,905,016   $2,905   $3,425,951   $3,399,126   $6,828,148 
                                    
Common stock issued in exchange for notes payable           96,200    96    76,864        76,960 
Dividends paid on preferred stock                       (29,050)   (29,050)
Net income                       300,627    300,627 
BALANCE AT SEPTEMBER 30, 2024 (unaudited)   166,000   $166    3,001,216   $3,001   $3,502,815   $3,670,703   $7,176,685 

 

See accompanying condensed notes to the consolidated unaudited financial statements.

5 
 

 

Standard Premium Finance Holdings, Inc. and Subsidiary

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2024 and 2023

(unaudited) 

         
  

For the Nine Months Ended

 
  

September 30,

 
   2024   2023 
         
CASH FLOW FROM OPERATING ACTIVITIES:          
NET INCOME  $746,881   $361,851 
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:          
Depreciation   30,619    19,139 
Amortization of right to use asset - operating lease   84,883    85,978 
Amortization of finance lease asset   9,942    9,942 
Provision for credit losses   771,830    631,174 
Amortization of loan origination fees   1,182    85,557 
Options issued for services   14,100    21,150 
Changes in operating assets and liabilities:          
(Increase)/Decrease in prepaid expenses and other current assets   (72,168)   87,788 
(Increase)/Decrease in deferred tax asset, net   (84,000)   (74,836)
Increase/(Decrease) in drafts payable   970,764    1,178,938 
Increase/(Decrease) in accrued expenses and other current liabilities   150,522    166,081 
Increase/(Decrease) in operating lease liability   (84,882)   (85,978)
Net cash provided by operating activities   2,539,673    2,486,784 
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Disbursements under premium finance contracts receivable, net   (7,817,479)   (10,913,030)
Payments made on cash surrender value of life insurance   (40,544)   (38,458)
Proceeds from loan on cash surrender value of life insurance   641,934     
Sale of property and equipment   19,571     
Purchases of property and equipment   (59,646)   (9,121)
Net cash used in investing activities   (7,256,164)   (10,960,609)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Cash overdraft   304,620    34,390 
Proceeds of line of credit, net of repayments   1,414,011    8,652,392 
Proceeds from notes payable   2,148,689    91,668 
Repayment of notes payable   (100,000)   (713,576)
Proceeds from notes payable - stockholders and related parties   1,028,000    180,000 
Repayment of notes payable - stockholders and related parties   (10,000)   (27,000)
Repayment of finance lease obligation   (9,810)   (9,309)
Proceeds of other loans   43,000     
Repayment of other loans   (87,008)   (68,801)
Dividends paid on Series A Convertible Preferred Stock   (58,100)   (87,150)
Net cash provided by financing activities   4,673,402    8,052,614 
           
NET CHANGE IN CASH   (43,089)   (421,211)
           
CASH AT THE BEGINNING OF THE PERIOD   45,239    421,211 
           
CASH AT THE END OF THE PERIOD  $2,150   $ 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:          
   Cash paid during the period for:          
       Income taxes  $336,652   $75,546 
       Interest paid  $3,361,503   $2,648,253 
NON-CASH INVESTING AND FINANCING TRANSACTION:          
Operating lease assets obtained in exchange for lease liabilities  $235,335   $ 
Common stock issued in exchange for notes payable  $76,960   $ 

 

See accompanying condensed notes to the consolidated unaudited financial statements.

6 
 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Notes to Consolidated Financial Statements

September 30, 2024

(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 thirty-three states.

 

The accompanying 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 intercompany balances and transactions have been eliminated in consolidation.

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The 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 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, 2023.

 

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, 2023, have been omitted.

 

Cash and Cash Equivalents and Cash Overdraft

 

The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. There are no cash equivalents at September 30, 2024 and December 31, 2023.

 

The Company experienced a cash overdraft of $473,163 and $168,543 in its group of bank accounts at its primary lender as of September 30, 2024 and December 31, 2023, respectively. As this group of bank accounts is funded by the Company’s line of credit (see Note 7), overdrafts are an expected part of the cash cycle. The Company is not charged any fees for overdrafts as the line of credit funds the operating accounts daily. The Company actively manages its cash balances to minimize unnecessary interest charges.

 

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. An initial service fee, where permissible, and the first month’s interest, on a pro rata basis, are recognized as income at the inception of a contract. The initial service 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 sheets for reporting purposes.

 

7 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Notes to Consolidated Financial Statements

September 30, 2024

(unaudited)

 

 

2. Summary of Significant Accounting Policies (Continued)

The provisions of Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts with Customers (“ASC 606”) provide guidance on the recognition, presentation, and disclosure of revenue in financial statements. ASC 606 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. ASC 606 requires revenue to be recognized upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for services that are distinct and accounted for as separate performance obligations. In such cases, revenue would be recognized at the time of delivery or over time for each performance of service. However, ASC 606 exempts items under ASC 835-30 and ASC 310-20 (i.e. finance charges, late charges and origination fee income for the Company).

 

Premium Finance Contracts and Related Receivable

 

The Company finances insurance premiums on policies primarily for commercial enterprises. The Company amortizes these loans over the term of each contract, which varies from three to eleven monthly payments, and manages these loans on a collective basis based on similar risk characteristics. As of September 30, 2024 and December 31, 2023, the portfolio has an amortized cost basis of $71,175,771 and $63,602,075, respectively. 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 to a power of attorney contained in the finance contract. As of September 30, 2024, and December 31, 2023, the amount of unearned premium on open and cancelled contracts approximated $99,500,000 and $87,600,000, respectively. The annual percentage interest rates on new contracts averaged approximately 17.7% and 16.8% during the nine months ended September 30, 2024 and 2023, respectively.

 

Allowance for Credit Losses

 

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

 

To estimate expected credit losses on loans that exhibit similar risk characteristics, the Company considers historical loss information (updated for current conditions and reasonable and supportable forecasts that affect the expected collectability of the amortized cost basis pool) using a loss-rate approach. The Company monitors the A.M. Best rating for insurance carriers whose policies are being financed as a factor of the quality of its contract receivables. As of September 30, 2024, and December 31, 2023, the Company did not expect any material degradation to the ratings of the insurance carriers it currently underwrites or anticipates underwriting in a way that would affect the allowance for credit losses.

 

8 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Notes to Consolidated Financial Statements

September 30, 2024

(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 credit losses, 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 loans 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 $208,980 and $250,200 at September 30, 2024 and December 31, 2023, 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 consolidated balance sheets:

        
   September 30, 2024
(unaudited)
   December 31, 2023 
Uninsured Balance  $208,980   $250,200 
Plus: Insured balances   250,000    250,000 
Plus: Balances at institutions that do not exceed FDIC limit   2,150    45,239 
Plus: Cash overdraft   473,163    168,543 
Less: Outstanding checks   (932,143)   (668,743)
           
Cash per consolidated balance sheet  $2,150   $45,239 

 

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 66% and 61% of the Company’s business activity is with customers located in Florida for 2024 and 2023, respectively. Approximately 9% and 11% of the Company’s business activity is with customers located in Georgia for 2024 and 2023, respectively. Approximately 8% and 12% of the Company's business activity is with customers located in North Carolina for 2024 and 2023, respectively. There were no other significant regional, industrial or group concentrations during the nine months ended September 30, 2024 and 2023.

 

Amortization of Line of Credit Costs

 

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

 

9 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Notes to Consolidated Financial Statements

September 30, 2024

(unaudited)

 

 

2. Summary of Significant Accounting Policies (Continued)

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

 

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 September 30, 2024 and December 31, 2023 was $693,606 and $650,237, respectively. In March 2024, the Company executed a $641,934 loan against the life insurance policy. The cash surrender value of the life insurance policy, net of the loan, was $48,847 and $650,237 at September 30, 2024 and December 31, 2023, respectively. The loan accrues interest at a blended interest rate of 6.64% and has no maturity date. The loan was funded in April 2024. The Company paid interest on this loan of $10,315 and $0 for the three months ended September 30, 2024 and 2023, respectively. The Company paid interest on this loan of $18,483 and $0 for the nine months ended September 30, 2024 and 2023, respectively.

 

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 premium finance contracts 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 notes payable 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 September 30, 2024.

 

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 September 30, 2024 and December 31, 2023.

 

10 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Notes to Consolidated Financial Statements

September 30, 2024

(unaudited)

 

 

2. Summary of Significant Accounting Policies (Continued)

Stock-Based Compensation

 

The Company accounts 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 includes 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 Company accounts for earnings 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.

As of September 30, 2024 and 2023, stock options to purchase 111,200 and 207,400 shares of common stock were outstanding, respectively, and stock warrants to purchase 1,035,000 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 vested on June 29, 2023, and the remaining 10,000 stock options vested on June 29, 2024. All the stock warrants vested immediately. In August 2024, the Company exchanged $10,000 of notes payable and $66,960 of notes payable – related parties for 96,200 shares of common stock at a price of $0.80 per share from the exercise of incentive stock options by two employees. The following table summarizes the effects of the outstanding options and warrants on earnings per share:

          
  

September 30, 2024

(unaudited)

  

September 30, 2023

(unaudited)

 
Options included in the calculation of diluted EPS   91,200    197,400 
Vested but antidilutive options   20,000     
Nonvested options       10,000 
Total options outstanding   111,200    207,400 
           
Warrants included in the calculation of diluted EPS       635,000 
Vested but antidilutive warrants   1,035,000    400,000 
Total warrants outstanding   1,035,000    1,035,000 


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. This preferred stock is dilutive as of September 30, 2024 and anti-dilutive as of December 31, 2023.

 

11 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Notes to Consolidated Financial Statements

September 30, 2024

(unaudited)

 

 

2. Summary of Significant Accounting Policies (Continued)

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

 

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company did not experience any impact on the consolidated financial statements from the adoption of the standard.

 

3. Premium Finance Contracts, Related Receivable and Allowance for Credit Losses

 

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.

 

12 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Notes to Consolidated Financial Statements

September 30, 2024

(unaudited)

 

 

3. Premium Finance Contracts, Related Receivable and Allowance for Credit Losses (Continued)

At September 30, 2024 and December 31, 2023, premium finance contract and agents’ receivable consists of the following:

         
Description  September 30, 2024   December 31, 2023 
 Insurance premium finance contracts outstanding  $65,815,796   $57,769,501 
 Insurance premium finance contracts cancelled   5,359,975    5,832,574 
Insurance premium finance contracts gross   71,175,771    63,602,075 
 Amounts due from agents   1,011,138    804,131 
 Less: Unearned interest   (2,552,431)   (2,164,914)
Insurance premium finance contract net   69,634,478    62,241,292 
 Less: Allowance for credit losses   (1,849,130)   (1,501,593)
           
 Total  $67,785,348   $60,739,699 

 

The allowance for credit losses at September 30, 2024 and December 31, 2023 are as follows:

        
   September 30, 2024   December 31, 2023 
Allowance for premium finance contracts  $1,673,694   $1,336,157 
Allowance for amounts due from agents   175,436    165,436 
           
Total allowance for credit losses  $1,849,130   $1,501,593 

 

Activity in the allowance for credit losses for the nine months ended September 30, 2024 and the year ended December 31, 2023 are as follows:

        
   September 30, 2024   December 31, 2023 
Balance at the beginning of the year  $1,501,593   $1,129,498 
Current year provision   1,426,000    1,669,000 
Direct write-downs charged against the allowance   (1,352,966)   (1,639,416)
Recoveries of amounts previously charged off   274,503    342,511 
           
Balance at end of the year  $1,849,130   $1,501,593 

 

The Company maintains its allowance at gross amounts, which includes allowances for write-offs of unearned revenues. Provisions and write-offs per this footnote 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. provision for credit losses) 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 the provision for credit losses on the consolidated statement of operations:

13 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Notes to Consolidated Financial Statements

September 30, 2024

(unaudited)

 

 

3. Premium Finance Contracts, Related Receivable and Allowance for Credit Losses (Continued)

          
   For the three months ended
September 30,
 
   2024
(unaudited)
   2023
(unaudited)
 
Current additions to the allowance  $494,000   $462,000 
Less: Contra-revenues   (251,349)   (177,607)
Provision for credit losses  $242,651   $284,393 

 

           
   For the nine months ended
September 30,
 
   2024
(unaudited)
   2023
(unaudited)
 
Current additions to the allowance  $1,426,000   $1,181,000 
Less: Contra-revenues   (654,170)   (549,826)
Provision for credit losses  $771,830   $631,174 

 

The aging analyses of past-due contract receivables as of September 30, 2024 and December 31, 2023 are as follows:

 

                             
As of September 30, 2024  30–59 Days   60–89 Days   90-119 Days   Greater Than 120 Days   Total Past-Due   Current   Grand Total 
Premium finance contracts:                                   
Outstanding  $244,966   $4,700   $   $8,311   $257,977   $65,557,819   $65,815,796 
Cancelled   930,793    719,178    494,661    2,291,940    4,436,572    923,403    5,359,975 
Total  $1,175,759   $723,878   $494,661   $2,300,251   $4,694,549   $66,481,222   $71,175,771 

 

                           
As of December 31, 2023  30–59 Days   60–89 Days   90-119 Days   Greater Than 120 Days   Total Past-Due   Current   Grand Total 
Premium finance contracts:                                   
Outstanding  $147,915   $2,241   $7,536   $30,086   $187,778   $57,581,723   $57,769,501 
Cancelled   1,041,232    976,535    456,897    1,913,339    4,388,003    1,444,571    5,832,574 
Total  $1,189,147   $978,776   $464,433   $1,943,425   $4,575,781   $59,026,294   $63,602,075 

 

4. Property and Equipment, Net

 

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

         
   September 30, 2024     
   (unaudited)   December 31, 2023 
         
Computer Software  $25,857   $26,207 
Automobile   166,749    155,881 
Furniture & Fixtures   5,692    14,273 
Leasehold Improvements   116,811    116,811 
Computer Equipment   52,534    73,145 
Property and equipment, gross   367,643    386,317 
Accumulated depreciation   (235,687)   (263,817)
Property and equipment, net  $131,956   $122,500 

 

 

14 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Notes to Consolidated Financial Statements

September 30, 2024

(unaudited)

 

 

4. Property and Equipment, Net (Continued)

 

The Company recorded depreciation expense of $13,322 and $6,625, respectively for the three months ended September 30, 2024 and 2023. The Company recorded depreciation expense of $30,619 and $19,139, respectively for the nine months ended September 30, 2024 and 2023.

 

5. Leases

The Company accounts for leases in accordance with ASC Topic 842. In March 2024, 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, 2026 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 September 30, 2024 and December 31, 2023.

 

Office lease – On March 1, 2024, 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 $7,048 per month and expires in February 2026, including the renewal option (see Note 12).

 

Secure facility lease – On September 26, 2022, the Company entered into a three (3) year lease for a secure facility located in Miami, Florida. The lease has no renewal option. The lease is $1,418 per month, with payment increases of 4% annually, and expires in September 2025. The right-of-use asset and operating lease liability at the execution of this lease totaled $48,979.

 

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.

 

Hardware lease – On September 30, 2022, the Company entered into a three-year lease for computer hardware. The lease has no renewal option. The lease is $664 per month and expires in September 2025. The right-of-use asset and operating lease liability at the execution of this lease totaled $22,059.

 

Server lease – On December 7, 2021, the Company entered into a five-year lease for a computer server. The lease contains a bargain purchase option, which the Company intends to exercise. The Company recorded this lease as a finance lease. The lease payments are $1,249 per month through December 2026.

 

The weighted-average remaining lease term was 2.17 years and 1.97 years as of September 30, 2024 and December 31, 2023, respectively. For the three months ended September 30, 2024 and 2023, the total lease cost was $34,655 and $31,341, respectively. For the nine months ended September 30, 2024 and 2023, the total lease cost was $103,965 and $85,610, respectively.

  

15 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Notes to Consolidated Financial Statements

September 30, 2024

(unaudited)

 

5. Leases (Continued)

            
      September 30, 2024     
Leases  Classification  (unaudited)   December 31, 2023 
            
Right-of-use assets  Operating lease assets  $231,292   $80,840 
Server lease  Finance lease assets   28,722   38,664 
Total lease assets     $260,014   $119,504 
              
Current operating lease liability  Current operating lease liabilities  $121,487   $50,594 
Non-current operating lease liability  Long-term operating lease liabilities   109,806    30,246 
Total operating lease liabilities     $231,293   $80,840 
              
Current finance lease liability  Current finance lease liabilities  $13,694   $13,166 
Non-current finance lease liability  Long-term finance lease liabilities   17,055    27,393 
Total finance lease liabilities     $30,749   $40,559 

6. Drafts Payable

 

Drafts payable outstanding represent unpaid drafts that have not been disbursed by our senior lender as of the reporting date, on insurance premium finance contracts received by the Company prior to the reporting date. As of September 30, 2024 and December 31, 2023, the draft payable balances are $3,652,123 and $2,681,359, respectively.

 

7. Line of Credit

 

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, our senior lender, 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. On this date, the prior line of credit 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. The Company recorded $25,771 of line of credit costs related to the credit increase. In November 2022, the Company extended the maturity on its line of credit agreement with FHB until November 30, 2025. This extension also changed the Index Rate of the line of credit from 30-Day Libor to 30-Day Secured Overnight Financing Rate (“SOFR”). The Company recorded $117,228 of line of credit costs related to this extension, which is included in the line of credit balance in the consolidated balance sheet at September 30, 2024.

 

At September 30, 2024 and December 31, 2023, 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 two members of the Board of Directors of the Company. The line of credit bears interest at 30-Day SOFR plus 2.55-2.96% per annum (7.95% at September 30, 2024 and 8.09% at December 31, 2023). As of September 30, 2024, the amount of principal outstanding on the line of credit was $43,791,747 and is reported on the consolidated balance sheet net of $1,839 of unamortized loan origination fees. As of December 31, 2023, the amount of principal outstanding on the line of credit was $42,377,736 and is reported on the consolidated balance sheet net of $3,021 of unamortized loan origination fees. Interest expense on this line of credit for the three months ended September 30, 2024 and 2023 totaled approximately $918,000 and $837,000, respectively. Interest expense on this line of credit for the nine months ended September 30, 2024 and 2023 totaled approximately $2,749,000 and $2,134,000, respectively. The Company recorded amortized loan origination fees for the three months ended September 30, 2024 and 2023 of $394 and $28,519, respectively, which is included in interest expense. The Company recorded amortized loan origination fees for the nine months ended September 30, 2024 and 2023 of $1,182 and $85,557, respectively, which is included in interest expense. Availability on this line of credit was $1,023,668 as of September 30, 2024.

 

16 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Notes to Consolidated Financial Statements

September 30, 2024

(unaudited)

 

 

The Company’s agreements with 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 adjusted 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, and copies of filings with regulatory bodies. On November 14, 2023, the Company executed an amendment of the loan agreement, which provided a waiver of default on its Interest Coverage Ratio as of September 30, 2023. The amendment also reduced the Minimum Interest Coverage Ratio for the following four quarters through September 30, 2024. Management believes it was in compliance with the applicable debt covenants as of September 30, 2024 and December 31, 2023.

 

8. Other Loans

On April 18, 2020, the Company entered into a $271,000 loan with Woodforest National Bank, 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 matured in two (2) years and accrued interest at 1% from the origination of the loan.

 

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 beginning on May 18, 2022. For the three months ended September 30, 2024 and 2023, the Company paid interest on this loan of $178 and $415, respectively, which is included in interest expense. For the nine months ended September 30, 2024 and 2023, the Company paid interest on this loan of $711 and $1,409, respectively, which is included in interest expense. As of September 30, 2024 and December 31, 2023, the balance of the PPP loan is as follows:

 

          
   September 30, 2024
(unaudited)
   December 31, 2023 
Total PPP loan  $54,424   $123,924 
Less current maturities   (54,424)   (92,785)
Long-term portion of PPP loan  $   $31,139 

 

On April 12, 2024, the Company entered into a $43,700 loan agreement with American Express. The loan has a maturity date of April 12, 2025 with a 10.89% fixed interest rate and monthly principal and interest payments of $3,860 beginning on May 13, 2024. For the three months ended September 30, 2024 and 2023, the Company paid interest on this loan of $656 and $0, which is included in interest expense. For the nine months ended September 30, 2024 and 2023, the Company paid interest on this loan of $1,793 and $0, which is included in interest expense.

17 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Notes to Consolidated Financial Statements

September 30, 2024

(unaudited)

 

 

9. Notes Payable

At September 30, 2024 and December 31, 2023, the balances of long-term unsecured notes to unrelated parties are as follows:

        
   September 30, 2024     
   (unaudited)   December 31, 2023 
Total notes payable - Others  $8,904,246   $6,865,557 
Less current maturities   (2,870,992)   (2,181,400)
           
Long-term maturities  $6,033,254   $4,684,157 

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 August 31, 2030. The maturity date of these notes automatically extends for periods of three months to six years unless the note holder requests repayment through written instructions at least ninety days prior to the maturity date of the note. The automatic maturity extension of these notes is considered a loan modification. Interest expense on these notes totaled approximately $165,000 and $120,000 during the three months ended September 30, 2024 and 2023, respectively. Interest expense on these notes totaled approximately $425,000 and $368,000 during the nine months ended September 30, 2024 and 2023, respectively. The Company received proceeds on these notes of $2,148,689 and $91,668 for the nine months ended September 30, 2024 and 2023, respectively. The Company repaid principal on these notes of $100,000 and $713,576 for the nine months ended September 30, 2024 and 2023, respectively. In August 2024, the Company exchanged, in a cashless transaction, $10,000 of these notes for 12,500 shares of common stock at a price of $0.80 per share from the exercise of previously vested incentive stock options by an employee. There were no gains or losses on this exchange.

 

10. Notes Payable – Stockholders and Related Parties

 

At September 30, 2024 and December 31, 2023, the balances of long-term notes payable to stockholders and related parties are as follows:

        
   September 30, 2024     
   (unaudited)   December 31, 2023 
Total notes payable - Others  $8,904,246   $6,865,557 
Less current maturities   (2,870,992)   (2,181,400)
           
Long-term maturities  $6,033,254   $4,684,157 

 

These are notes payable to stockholders and related parties. The notes have interest payable monthly of 8% per annum and are unsecured and subordinated. The principal is due on various dates through November 30, 2028. The maturity date of these notes automatically extends for periods of one to four years unless the note holder requests repayment through written instructions at least ninety days prior to the maturity date of the note. The automatic maturity extension of these notes is considered a loan modification. Interest expense on these notes totaled approximately $54,000 and $41,000 during the three months ended September 30, 2024 and 2023, respectively. Interest expense on these notes totaled approximately $152,000 and $120,000 during the nine months ended September 30, 2024 and 2023, respectively. The Company received proceeds on these notes of $1,028,000 and $180,000 for the nine months ended September 30, 2024 and 2023, respectively. The Company repaid principal on these notes of $10,000 and $27,000 for the nine months ended September 30, 2024 and 2023, respectively. In August 2024, the Company exchanged, in a cashless transaction, $66,960 of these notes for 83,700 shares of common stock at a price of $0.80 per share from the exercise of previously vested incentive stock options by an employee. There were no gains or losses on this exchange.

 

18 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Notes to Consolidated Financial Statements

September 30, 2024

(unaudited)

 

  

 

11. Equity

 

Preferred Stock

 

As of September 30, 2024, 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. As of September 30, 2024, the total liquidation preference on the preferred stock is $1,718,100. 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 three months ended September 30, 2024 and 2023, the Board of Directors has declared and paid dividends on the preferred stock of $29,050 and $29,050, respectively. During the nine months ended September 30, 2024 and 2023, the Board of Directors has declared and paid dividends on the preferred stock of $58,100 and $87,150, respectively. As of September 30, 2024 and December 31, 2023, preferred dividends are in arrears by $58,100 and $29,050, respectively.

 

December 31, 2022 dividends in arrears were declared and paid in January 2023. March 31, 2023 dividends in arrears were declared and paid in April 2023. June 30, 2023 dividends in arrears were declared and paid in July 2023. September 30, 2023 dividends in arrears were declared and paid in October 2023. December 31, 2023 dividends in arrears were declared and paid in January 2024. March 31, 2024 dividends in arrears were declared and paid in August 2024. June 30, 2024 and September 30, 2024 dividends in arrears have not been declared and paid.

 

Common Stock

 

As of September 30, 2024 and December 31, 2023, the Company was authorized to issue 100 million shares of common stock with a par value of $0.001 per share, of which 3,001,216 and 2,905,016 shares were issued and outstanding, respectively.

 

In August 2024, the Company exchanged $10,000 of notes payable and $66,960 of notes payable – related parties for 96,200 shares of common stock at a price of $0.80 per share from the exercise of incentive stock options by two employees.

 

 

19 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Notes to Consolidated Financial Statements

September 30, 2024

(unaudited)

 

 

11. Equity (Continued)

 

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. The following table summarizes information about employee stock options outstanding at September 30, 2024:

                     
 Outstanding Options    Vested Options  
 Number Outstanding at September 30, 2024    Weighted Average Remaining Term    Weighted Average Exercise Price    Number Exercisable at September 30, 2024    Weighted Average Remaining Term    Weighted Average Exercise Price 
 91,200    5.42   $0.80    91,200    5.42   $0.80 
 10,000    7.75   $4.50    10,000    7.75    4.50 
 10,000    2.75   $4.95    10,000    2.75    4.95 
 111,200    5.39 years   $1.51    111,200    5.39 years   $1.51 

 

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, 2023    207,400   $1.18    6.15 years   $705,224 
Issued                 
Exercised    96,200   $0.80    5.42 years   $76,960 
Outstanding at September 30, 2024    111,200   $1.51    5.39 years   $72,960 
Exercisable at September 30, 2024    111,200   $1.51    5.39 years   $72,960 

 

In August 2024, the Company exchanged $10,000 of notes payable and $66,960 of notes payable – related parties for 96,200 shares of common stock at a price of $0.80 per share from the exercise of incentive stock options by two employees. During the three months ended September 30, 2024 and 2023, the Company recognized $0 and $7,050, respectively, of stock option expense. During the nine months ended September 30, 2024 and 2023, the Company recognized $14,100 and $21,150, respectively, of stock option expense. As of September 30, 2024, there was no remaining unvested equity compensation.

 

 

20 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Notes to Consolidated Financial Statements

September 30, 2024

(unaudited)

 

 

11. Equity (Continued)

 

Stock Warrants

 

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, 2023    1,035,000   $7.09    1.6 years   $355,600 
Issued                 
Exercised                 
Outstanding at September 30, 2024    1,035,000   $7.09    0.83 years     
Exercisable at September 30, 2024    1,035,000   $7.09    0.83 years     

 

The warrants vested immediately. During each of the three and nine months ended September 30, 2024 and 2023, the Company recognized no 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 $7,048 is paid monthly. The lease contract expires in February 2026.

 

21 

Standard Premium Finance Holdings, Inc. and Subsidiary

Condensed Notes to Consolidated Financial Statements

September 30, 2024

(unaudited)

 

 

12. Related Party Transactions (Continued)

 

Line of credit

 

As discussed in Note 7, the Company secured its primary financing in part through the assistance of our CEO and two board members 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. In November 2022, the Company extended the maturity of its line of credit with First Horizon Bank until November 30, 2025.

 

Notes payable

 

As discussed in Note 10, the Company has been loaned funds by its shareholders. As of September 30, 2024 and December 31, 2023, the amounts advanced were $3,039,040 and $2,088,000, respectively.

 

Stock Options

 

As discussed in Note 11, 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 total impact on earnings from this transaction is $56,400, which is being amortized over 24 months at a rate of $2,350 per month. This transaction will also increase additional paid-in capital over the same period at the same rate.

 

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 October 2024, the Company issued $50,000 of notes payable.

 

In November 2024, the Board of Directors declared and paid dividends on the Series A convertible preferred stock of $58,100.

 

 

 

22 
 

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 $50,000, 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 Arizona, Colorado, Florida, Georgia, Maryland, North Carolina, Pennsylvania, South Carolina, Texas, and Virginia. Throughout 2023 and 2024, we have obtained additional licenses for a total of thirty-five states. 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 bank collateralized by our loan receivables and our other assets. We receive additional funding from unsecured subordinated 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 63% ($43,789,908) of its capital and total liabilities as of September 30, 2024. As of September 30, 2024, the Company’s subordinated notes payable and other loans represented approximately 17% ($12,023,202) of the Company’s capital and total liabilities, operating liabilities provide approximately 9% ($6,092,894) of the Company’s capital and total liabilities, preferred equity provides approximately 2% ($1,660,000) of the Company’s capital and total liabilities, and equity in retained earnings and common stock paid-in capital represents the remaining 8% ($5,516,685) of the Company’s capital and total liabilities.

 

23 
 

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 September 30, 
  

2024

(unaudited)

  

2023

(unaudited)

 
Gross Revenue  $3,073,347   $2,594,359 
Originations  $35,929,761   $34,666,931 
Interest Earned Rate   18.25%   16.97%
Cost of Funds Rate, Gross   8.27%   8.16%
Cost of Funds Rate, Net   6.52%   6.48%
Reserve Ratio   2.45%   2.05%
Provision Rate   0.68%   0.82%
Return on Assets   1.54%   0.59%
Return on Equity   20.33%   7.74%
           

 

 

   As of or for the Nine Months Ended September 30, 
  

2024

(unaudited)

  

2023

(unaudited)

 
Gross Revenue  $9,022,598   $6,981,603 
Originations  $115,500,227   $97,768,520 
Interest Earned Rate   17.65%   16.81%
Cost of Funds Rate, Gross   8.42%   7.64%
Cost of Funds Rate, Net   6.32%   5.73%
Reserve Ratio   2.45%   2.05%
Provision Rate   0.67%   0.65%
Return on Assets   1.40%   0.65%
Return on Equity   17.91%   8.25%

 

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, Gross is calculated as interest expense divided by average debt outstanding for the period.

Cost of Funds Rate, Net

Cost of Funds Rate, Net 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.

24 
 

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 September 30, 2024 Compared to the Three Months ended September 30. 2023

Summary of Comparative Results
   For the three months ended 
   September 30, 2024
(unaudited)
   September 30, 2023
(unaudited)
   Increase/
(Decrease)
($)
   Increase/
(Decrease)
(%)
 
Revenues:                
Finance Charges  $2,680,586   $2,237,445   $443,141   19.8%
Late Charges   301,302    267,111    34,191    12.8%
Origination Charges   91,459    89,803    1,656    1.8%
Gross Revenue   3,073,347    2,594,359    478,988    18.5%
                     
Expenses:                    
Interest   1,153,662    1,027,037    126,625    12.3%
Salaries and wages   527,082    455,764    71,318    15.6%
Commissions   411,114    309,259    101,855    32.9%
Provision for credit losses   242,651    284,393    (41,742)   (14.7%)
Professional fees   49,249    71,986    (22,737)   (31.6%)
Postage   27,077    30,527    (3,450)   (11.3%)
Insurance   31,334    23,920    7,414    31.0%
Other operating expenses   224,352    236,979    (12,627)   (5.3%)
Total costs and expenses   2,666,521    2,439,865    226,656    9.3%
                     
Income before income taxes   406,826    154,494    252,332    163.3%
                     
Provision for income taxes   106,199    37,564    68,635    182.7%
                     
Net income  300,627   116,930   183,697    157.1%

 

25 
 

Revenue

Revenue increased by 18.5% overall or $478,988 to $3,073,347 for the three months ended September 30, 2024 from $2,594,359 for the three months ended September 30, 2023. The increase in revenue was primarily due to a 19.8% or $443,141 increase in finance charges and a 12.8% or $34,191 increase in late charges. Revenue from finance charges comprised 87.2% and 86.2% of overall revenue for the three months ended September 30, 2024 and 2023, respectively.

During the three months ended September 30, 2024 compared to the three months ended September 30, 2023, the company financed an additional $1,262,830 in new loan originations, an increase of 3.6%. This increase was due largely to increased marketing efforts throughout our established states and new states, primarily by hiring additional marketing representatives in Florida and Texas. The total quantity of loan originations remained relatively stable for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The quantity of loan originations is directly correlated to the 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 to generate additional sales. In November 2022, the Company extended the maturity of this line of credit until November 30, 2025. See Future Cash Requirements for the Company’s strategy regarding its line of credit.

Expense

Expenses increased by 9.3% or $226,656 to $2,666,521 for the three months ended September 30, 2024 from $2,439,865 for the three months ended September 30, 2023.

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

  ·  $126,625 increase in interest expense as a result of increased borrowings on the line of credit to fund growth in the loan portfolio. Due to benchmark interest rate increases adopted by the Federal Reserve Board throughout 2022 and 2023, interest rates throughout the marketplace have increased accordingly. Our line of credit features a variable interest rate based on one-month SOFR. As of September 30, 2024 and 2023, our line of credit’s interest rate was 7.95% and 8.08%, respectively. However, as of September 30, 2024, our net borrowings on the line of credit had increased by $2,318,008 to $43,791,747 from $41,473,739 at September 30, 2023. This increase in borrowings is due primarily to increased loan originations.
  ·  $71,318 increase in salaries and wages expense primarily related to the hiring of additional marketing representatives in new and existing territories. The Company also offered general wage increases for its existing staff.  
  ·  $101,855 increase in commission expense as a result of increased originations.  

 

The increase in expenses was offset due to a decrease in the following category:

  ·  $41,742 decrease in the provision for credit losses due to a change in the mix of write-offs that included more contra-revenues during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023.  

 

Income before Taxes

Income before taxes increased by $252,332 to $406,826 for the three months ended September 30, 2024 from $154,494 for the three months ended September 30, 2023. This increase was attributable to the net increases and decreases as discussed above.

Income Tax Provision

Income tax provision increased $68,635 to $106,199 for the three months ended September 30, 2024 from $37,564 for the three months ended September 30, 2023. This increase was primarily attributable to an increase in taxable income.

Net Income

Net Income increased by $183,697 to $300,627 for the three months ended September 30, 2024 from $116,930 for the three months ended September 30, 2023. This increase was attributable to the $252,332 increase in income before taxes related primarily to increased finance charge revenue partially offset by the $68,635 increase in the provision for income taxes.

 

26 
 

Results of Operations for the Nine Months ended September 30, 2024 Compared to the Nine Months ended September 30. 2023

Summary of Comparative Results
   For the nine months ended 
   September 30, 2024
(unaudited)
   September 30, 2023
(unaudited)
   Increase/
(Decrease)
($)
   Increase/
(Decrease)
(%)
 
Revenues:                
Finance Charges  $7,849,924   $5,951,391   $1,898,533    31.9%
Late Charges   880,063    755,819    124,244    16.4%
Origination Charges   292,611    274,393    18,218    6.6%
Gross Revenue   9,022,598    6,981,603    2,040,995    29.2%
                     
Expenses:                    
Interest   3,352,760    2,724,850    627,910    23.0%
Salaries and wages   1,590,218    1,306,839    283,379    21.7%
Commissions   1,143,003    822,831    320,172    38.9%
Provision for credit losses   771,830    631,174    140,656    22.3%
Professional fees   237,598    237,819    (221)   (0.1%)
Postage   87,342    87,217    125    0.1%
Insurance   129,897    86,971    42,926    49.4%
Other operating expenses   703,290    600,981    102,309    17.0%
Total costs and expenses   8,015,938    6,498,682    1,517,256    23.3%
                     
Income before income taxes   1,006,660    482,921    523,739    108.5%
                     
Provision for income taxes   259,779    121,070    138,709    114.6%
                     
Net income  746,881   361,851   385,030    106.4%

 

Revenue 

Revenue increased by 29.2% overall or $2,040,995 to $9,022,598 for the nine months ended September 30, 2024 from $6,981,603 for the nine months ended September 30, 2023. The increase in revenue was primarily due to a 31.9% or $1,898,533 increase in finance charges and a 16.4% or $124,244 increase in late charges. Revenue from finance charges comprised 87.0% and 85.2% of overall revenue for the nine months ended September 30, 2024 and 2023, respectively.

During the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, the company financed an additional $17,731,707 in new loan originations, an increase of 18.1%. This increase was due largely to increased marketing efforts throughout our established states and new states, primarily by hiring additional marketing representatives in Florida and Texas. The total quantity of loan originations remained relatively stable for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The quantity of loan originations is directly correlated to the 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 to generate additional sales. In November 2022, the Company extended the maturity of this line of credit until November 30, 2025. See Future Cash Requirements for the Company’s strategy regarding its line of credit.

 

27 
 

Expense

Expenses increased by 23.3% or $1,517,256 to $8,015,938 for the nine months ended September 30, 2024 from $6,498,682 for the nine months ended September 30, 2023.

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

  ·  $627,910 increase in interest expense as a result of increased borrowings on the line of credit to fund growth in the loan portfolio. Due to benchmark interest rate increases adopted by the Federal Reserve Board throughout 2022 and 2023, interest rates throughout the marketplace have increased accordingly. Our line of credit features a variable interest rate based on one-month SOFR. As of September 30, 2024 and 2023, our line of credit’s interest rate was 7.95% and 8.08%, respectively. However, as of September 30, 2024, our net borrowings on the line of credit had increased by $2,318,008 to $43,791,747 from $41,473,739 at September 30, 2023. This increase in borrowings is due primarily to increased loan originations.
  ·  $320,172 increase in commission expense as a result of increased originations.  
  ·  $283,379 increase in salaries and wages expense primarily related to the hiring of additional marketing representatives in new and existing territories. The Company also offered general wage increases for its existing staff.  
  ·  $140,656 increase in provision for credit losses as a result of increases to the size of the loan portfolio. We maintained consistent allowance practices throughout 2024, which kept the reserves adequate for the size of the growing loan receivable portfolio.
  · $102,309 increase in other operating expenses as a result of general increases in overhead costs and a profit-sharing expense reversal during the nine months ended September 30, 2023 related to the transfer of assets from a profit-sharing plan to a 401(k) plan for employee benefit management.

 

Income before Taxes

Income before taxes increased by $523,739 to $1,006,660 for the nine months ended September 30, 2024 from $482,921 for the nine months ended September 30, 2023. This increase was attributable to the net increases and decreases as discussed above.

Income Tax Provision

Income tax provision increased $138,709 to $259,779 for the nine months ended September 30, 2024 from $121,070 for the nine months ended September 30, 2023. This increase was primarily attributable to an increase in taxable income.

Net Income

Net income increased by $385,030 to $746,881 for the nine months ended September 30, 2024 from $361,851 for the nine months ended September 30, 2023. This increase was attributable to the $523,739 increase in income before taxes related primarily to increased finance charge revenue offset by the $138,709 increase in the provision for income taxes.

LIQUIDITY and CAPITAL RESOURCES as of September 30, 2024

We had $2,150 of cash and a working capital surplus of $15,084,023 at September 30, 2024. 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. In November 2022, the Company extended the maturity of this line of credit until November 30, 2025 and replaced the benchmark rate of the loan from 30-day LIBOR to 30-day SOFR (Secured Overnight Financing Rate). LIBOR ceased to be published after June 30, 2023. The terms of the amended line of credit include an interest rate based on the 30-day SOFR rate plus an applicable margin of 2.55% - 2.96%, with a minimum rate of 3.35%. The applicable margin is based on the Company’s ratio of total liabilities to tangible net worth. As of September 30, 2024, the Company’s applicable margin was 2.75%. On November 14, 2023, the Company executed an amendment of the loan agreement, which provided a waiver of default on its Interest Coverage Ratio as of September 30, 2023. The amendment also reduced the Minimum Interest Coverage Ratio for the following four quarters through September 30, 2024. We anticipate that the interest rate we pay on our revolving credit agreement will remain elevated, but decrease over the next twelve months due to the expectations surrounding benchmark interest rate decreases by the Federal Reserve Board. We believe that we will be able to pass along a portion of the interest rate decreases to our net interest spread, which can improve profitability. 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 twelve months.

During the nine months ended September 30, 2024, the Company raised an additional $2,148,689 in subordinated notes payable – related parties and $1,028,000 in subordinated notes payable. The Company repaid $100,000 of notes payable and $10,000 of subordinated notes payable – related parties. The Company utilizes its inflows from subordinated debt as a financing source before drawing additionally from the line of credit.

28 
 

Future Cash Requirements

 

As the Company anticipates its growth patterns to continue, the larger line of credit is paramount to fueling this growth. The Company’s line of credit is $45,000,000 and its maturity on its line of credit facility is November 30, 2025. The extended maturity provides stability for the Company’s future cash requirements.

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.

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 credit 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 credit 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 credit losses, which is charged to expense, and reduced by charge-offs, net of recovery.

In addition, additional scrutiny is placed on accounts over 120 days to determine whether specific allowances should be maintained. 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 as well as forward-looking attributes in determining the adequacy of the allowance for credit losses. 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.

 

29 
 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4. Controls and Procedures.

Evaluation of Disclosure 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 September 30, 2024. 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 September 30, 2024 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 September 30, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

30 
 

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 Part I. “Item 1A. Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on March 15, 2024 (“2023 Form 10-K”), which could adversely affect our business, financial condition, results of operations and cash flows. During the three and nine months ended September 30, 2024, there have been no material changes in our risk factors disclosed in our 2023 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.

During the quarter ended September 30, 2024, no director or officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.

 

31 
 

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 Registrant’s 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 3.4 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)

4.1

 

Description of Securities. (Incorporated by reference to Exhibit 4.1 to Registrant’s Annual Report on Form 10-K filed on March 17, 2023)
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*

Form of Warrant to Purchase Common Stock. $4.00

Form of Warrant to Purchase Common Stock. $12.00 (Incorporated by reference to Exhibit 10.3 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 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)
10.6 Lease Agreement dated March 1, 2024 between Registrant and Marlenko Acquisitions, LLC. (Incorporated by reference to Exhibit 10.7 to Registrant’s Annual Report on Form 10-K filed on March 15, 2024)
10.7* Schedule of Employee Incentive Stock Options issued on March 1, 2020 and June 29, 2022. (Incorporated by reference to Exhibit 10.7 to Registrant’s Annual Report on Form 10-K filed on March 17, 2023)
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 First Amendment to Loan Agreement dated October 5, 2021 among Standard Premium Finance Management Corporation and First Horizon Bank. (Incorporated by reference to Exhibit 10.9 to Registrant’s Annual Report on Form 10-K filed on March 17, 2023)
10.10 Second Amendment to Loan Agreement dated November 30, 2022 among Standard Premium Finance Management Corporation and First Horizon Bank. (Incorporated by reference to Exhibit 10.10 to Registrant’s Annual Report on Form 10-K filed on March 17, 2023)
10.11 Third Amendment to Loan Agreement dated November 14, 2023 among Standard Premium Finance Management Corporation and First Horizon Bank. (Incorporated by reference to Exhibit 10.12 to Registrant’s Annual Report on Form 10-K filed on March 15, 2024)
10.12* William Koppelmann Employment Contract. (Incorporated by reference to Exhibit 10.2 to Registrant’s Form 8-K filed on July 6, 2022)
10.13* Brian Krogol Employment Contract. (Incorporated by reference to Exhibit 10.3 to Registrant’s Form 8-K filed on July 6, 2022)
10.14 Procedures and Guidelines Governing Securities Transactions by Company Personnel. (Incorporated by reference to Exhibit 10.15 to Registrant’s Annual Report on Form 10-K filed on March 15, 2024)

14

 

Code of Ethics. (Incorporated by reference to Exhibit 14.1 to Registrant’s Annual Report on Form 10-K filed on March 31, 2021)

21

 

Subsidiaries of the Registrant. (Incorporated by reference to Exhibit 21.1 to Registrant's Registration Statement on Form 10 filed on January 19, 2021)
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.

______________________________________

* Indicates a management contract or compensatory plan or arrangement.

 

32 
 

SIGNATURES

 

Pursuant to the requirements of 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: November 14, 2024

 
     
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)
 

 

 

 

33 
 

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: November 14, 2024

 

     
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: November 14, 2024

 

     
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 September 30, 2024 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.

November 14, 2024

     
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 September 30, 2024 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.

November 14, 2024

     
     
By:  

/s/ Brian Krogol

    Brian Krogol
    Principal Financial Officer

 

 

v3.24.3
Cover - shares
9 Months Ended
Sep. 30, 2024
Nov. 08, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 000-56243  
Entity Registrant Name STANDARD PREMIUM FINANCE HOLDINGS, INC.  
Entity Central Index Key 0001807893  
Entity Tax Identification Number 81-2624094  
Entity Incorporation, State or Country Code FL  
Entity Address, Address Line One 13590 SW 134th Avenue  
Entity Address, Address Line Two Suite 214  
Entity Address, City or Town Miami  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33186  
City Area Code 305  
Local Phone Number 232-2752  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   3,001,216
v3.24.3
Consolidated Balance Sheets - USD ($)
Sep. 30, 2024
Dec. 31, 2023
CURRENT ASSETS    
Cash $ 2,150 $ 45,239
Premium finance contracts and related receivable, net of allowance for credit losses of $1,849,130 and $1,501,593 at September 30, 2024 and December 31, 2023, respectively 67,785,348 60,739,699
Prepaid expenses and other current assets 379,374 307,206
TOTAL CURRENT ASSETS 68,166,872 61,092,144
Property and equipment, net 131,956 122,500
Operating lease assets 231,292 80,840
Finance lease assets 28,722 38,664
OTHER ASSETS    
Cash surrender value of life insurance 48,847 650,237
Deferred tax asset 475,000 391,000
TOTAL OTHER ASSETS 523,847 1,041,237
TOTAL ASSETS 69,082,689 62,375,385
CURRENT LIABILITIES    
Cash overdraft 473,163 168,543
Line of credit, net 43,789,908 42,374,715
Drafts payable 3,652,123 2,681,359
Note payable - current portion 2,870,992 2,181,400
Note payable - stockholders and related parties - current portion 376,000 310,000
Other loans - current portion 79,916 92,785
Operating lease obligation - current portion 121,487 50,594
Finance lease obligation - current portion 13,694 13,166
Accrued expenses and other current liabilities 1,705,566 1,555,044
TOTAL CURRENT LIABILITIES 53,082,849 49,427,606
LONG-TERM LIABILITIES    
Note payable, net of current portion 6,033,254 4,684,157
Note payable - stockholders and related parties, net of current portion 2,663,040 1,778,000
Other loans, net of current portion 0 31,139
Operating lease obligation, net of current portion 109,806 30,246
Finance lease obligation, net of current portion 17,055 27,393
TOTAL LONG-TERM LIABILITIES 8,823,155 6,550,935
TOTAL LIABILITIES 61,906,004 55,978,541
COMMITMENTS AND CONTINGENCIES (see Note 13)  
STOCKHOLDERS' EQUITY:    
Preferred stock, par value $0.001 per share; 20 million shares authorized, 600,000 shares designated as Series A - convertible, 166,000 issued and outstanding at September 30, 2024 and December 31, 2023 166 166
Common stock, par value $0.001 per share; 100 million shares authorized, 3,001,216 and 2,905,016 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively 3,001 2,905
Additional paid in capital 3,502,815 3,411,851
Retained earnings 3,670,703 2,981,922
TOTAL STOCKHOLDERS' EQUITY 7,176,685 6,396,844
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 69,082,689 $ 62,375,385
v3.24.3
Consolidated Balance Sheets (Parenthetical) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Net of allowance for credit losses $ 1,849,130 $ 1,501,593
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 20,000,000 20,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 3,001,216 2,905,016
Common stock, shares outstanding 3,001,216 2,905,016
Series A Convertible Preferred Stock [Member]    
Preferred stock, designated shares 600,000 600,000
Preferred stock, shares issued 166,000 166,000
Preferred stock, shares outstanding 166,000 166,000
v3.24.3
Consolidated Statements of Operations (unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
REVENUES        
TOTAL REVENUES $ 3,073,347 $ 2,594,359 $ 9,022,598 $ 6,981,603
OPERATING COSTS AND EXPENSES        
Interest 1,153,662 1,027,037 3,352,760 2,724,850
Salaries and wages 527,082 455,764 1,590,218 1,306,839
Commissions 411,114 309,259 1,143,003 822,831
Provision for credit losses 242,651 284,393 771,830 631,174
Professional fees 49,249 71,986 237,598 237,819
Postage 27,077 30,527 87,342 87,217
Insurance 31,334 23,920 129,897 86,971
Other operating expenses 224,352 236,979 703,290 600,981
TOTAL COSTS AND EXPENSES 2,666,521 2,439,865 8,015,938 6,498,682
INCOME BEFORE INCOME TAXES 406,826 154,494 1,006,660 482,921
PROVISION FOR INCOME TAXES 106,199 37,564 259,779 121,070
NET INCOME 300,627 116,930 746,881 361,851
PREFERRED SHARE DIVIDENDS (29,050) (29,050) (58,100) (87,150)
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 271,577 $ 87,880 $ 688,781 $ 274,701
Net income per share attributable to common stockholders        
Basic $ 0.09 $ 0.03 $ 0.24 $ 0.09
Diluted $ 0.07 $ 0.03 $ 0.19 $ 0.08
Weighted average common shares outstanding        
Basic 2,959,301 2,905,016 2,923,111 2,905,016
Diluted 4,178,681 3,258,893 4,020,530 3,295,226
Finance Charges [Member]        
REVENUES        
TOTAL REVENUES $ 2,680,586 $ 2,237,445 $ 7,849,924 $ 5,951,391
Late Charges [Member]        
REVENUES        
TOTAL REVENUES 301,302 267,111 880,063 755,819
Origination Fees [Member]        
REVENUES        
TOTAL REVENUES $ 91,459 $ 89,803 $ 292,611 $ 274,393
v3.24.3
Consolidated Statements of Changes in Stockholders' Equity (unaudited) - USD ($)
Preferred Stock Series A [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Dec. 31, 2022 $ 166 $ 2,905 $ 3,383,651 $ 2,565,720 $ 5,952,442
Beginning balance, shares at Dec. 31, 2022 166,000 2,905,016      
Options issued for services 7,050 7,050
Dividends paid on preferred stock (29,050) (29,050)
Net income 68,880 68,880
Ending balance, value at Mar. 31, 2023 $ 166 $ 2,905 3,390,701 2,605,550 5,999,322
Ending balance, shares at Mar. 31, 2023 166,000 2,905,016      
Options issued for services 7,050 7,050
Dividends paid on preferred stock (29,050) (29,050)
Net income 176,041 176,041
Ending balance, value at Jun. 30, 2023 $ 166 $ 2,905 3,397,751 2,752,541 6,153,363
Ending balance, shares at Jun. 30, 2023 166,000 2,905,016      
Options issued for services 7,050 7,050
Dividends paid on preferred stock (29,050) (29,050)
Net income 116,930 116,930
Ending balance, value at Sep. 30, 2023 $ 166 $ 2,905 3,404,801 2,840,421 6,248,293
Ending balance, shares at Sep. 30, 2023 166,000 2,905,016      
Beginning balance, value at Dec. 31, 2023 $ 166 $ 2,905 3,411,851 2,981,922 6,396,844
Beginning balance, shares at Dec. 31, 2023 166,000 2,905,016      
Options issued for services 7,050 7,050
Dividends paid on preferred stock (29,050) (29,050)
Net income 118,802 118,802
Ending balance, value at Mar. 31, 2024 $ 166 $ 2,905 3,418,901 3,071,674 6,493,646
Ending balance, shares at Mar. 31, 2024 166,000 2,905,016      
Options issued for services 7,050 7,050
Net income 327,452 327,452
Ending balance, value at Jun. 30, 2024 $ 166 $ 2,905 3,425,951 3,399,126 6,828,148
Ending balance, shares at Jun. 30, 2024 166,000 2,905,016      
Common stock issued in exchange for notes payable $ 96 76,864 76,960
Common stock issued in exchange for notes payable, shares   96,200      
Dividends paid on preferred stock (29,050) (29,050)
Net income 300,627 300,627
Ending balance, value at Sep. 30, 2024 $ 166 $ 3,001 $ 3,502,815 $ 3,670,703 $ 7,176,685
Ending balance, shares at Sep. 30, 2024 166,000 3,001,216      
v3.24.3
Consolidated Statements of Cash Flows (unaudited) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
CASH FLOW FROM OPERATING ACTIVITIES:    
NET INCOME $ 746,881 $ 361,851
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:    
Depreciation 30,619 19,139
Amortization of right to use asset - operating lease 84,883 85,978
Amortization of finance lease asset 9,942 9,942
Provision for credit losses 771,830 631,174
Amortization of loan origination fees 1,182 85,557
Options issued for services 14,100 21,150
Changes in operating assets and liabilities:    
(Increase)/Decrease in prepaid expenses and other current assets (72,168) 87,788
(Increase)/Decrease in deferred tax asset, net (84,000) (74,836)
Increase/(Decrease) in drafts payable 970,764 1,178,938
Increase/(Decrease) in accrued expenses and other current liabilities 150,522 166,081
Increase/(Decrease) in operating lease liability (84,882) (85,978)
Net cash provided by operating activities 2,539,673 2,486,784
CASH FLOWS FROM INVESTING ACTIVITIES:    
Disbursements under premium finance contracts receivable, net (7,817,479) (10,913,030)
Payments made on cash surrender value of life insurance (40,544) (38,458)
Proceeds from loan on cash surrender value of life insurance 641,934 0
Sale of property and equipment 19,571 0
Purchases of property and equipment (59,646) (9,121)
Net cash used in investing activities (7,256,164) (10,960,609)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Cash overdraft 304,620 34,390
Proceeds of line of credit, net of repayments 1,414,011 8,652,392
Proceeds from notes payable 2,148,689 91,668
Repayment of notes payable (100,000) (713,576)
Proceeds from notes payable - stockholders and related parties 1,028,000 180,000
Repayment of notes payable - stockholders and related parties (10,000) (27,000)
Repayment of finance lease obligation (9,810) (9,309)
Proceeds of other loans 43,000 0
Repayment of other loans (87,008) (68,801)
Dividends paid on Series A Convertible Preferred Stock (58,100) (87,150)
Net cash provided by financing activities 4,673,402 8,052,614
NET CHANGE IN CASH (43,089) (421,211)
CASH AT THE BEGINNING OF THE PERIOD 45,239 421,211
CASH AT THE END OF THE PERIOD 2,150 0
   Cash paid during the period for:    
       Income taxes 336,652 75,546
       Interest paid 3,361,503 2,648,253
NON-CASH INVESTING AND FINANCING TRANSACTION:    
Operating lease assets obtained in exchange for lease liabilities 235,335 0
Common stock issued in exchange for notes payable $ 76,960 $ 0
v3.24.3
Pay vs Performance Disclosure - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure [Table]        
Net Income (Loss) $ 300,627 $ 116,930 $ 746,881 $ 361,851
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Principles of Consolidation and Description of Business
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Principles of Consolidation and Description of Business

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 thirty-three states.

 

The accompanying 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 intercompany balances and transactions have been eliminated in consolidation.

 

v3.24.3
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The 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 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, 2023.

 

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, 2023, have been omitted.

 

Cash and Cash Equivalents and Cash Overdraft

 

The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. There are no cash equivalents at September 30, 2024 and December 31, 2023.

 

The Company experienced a cash overdraft of $473,163 and $168,543 in its group of bank accounts at its primary lender as of September 30, 2024 and December 31, 2023, respectively. As this group of bank accounts is funded by the Company’s line of credit (see Note 7), overdrafts are an expected part of the cash cycle. The Company is not charged any fees for overdrafts as the line of credit funds the operating accounts daily. The Company actively manages its cash balances to minimize unnecessary interest charges.

 

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. An initial service fee, where permissible, and the first month’s interest, on a pro rata basis, are recognized as income at the inception of a contract. The initial service 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 sheets for reporting purposes.

 

The provisions of Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts with Customers (“ASC 606”) provide guidance on the recognition, presentation, and disclosure of revenue in financial statements. ASC 606 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. ASC 606 requires revenue to be recognized upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for services that are distinct and accounted for as separate performance obligations. In such cases, revenue would be recognized at the time of delivery or over time for each performance of service. However, ASC 606 exempts items under ASC 835-30 and ASC 310-20 (i.e. finance charges, late charges and origination fee income for the Company).

 

Premium Finance Contracts and Related Receivable

 

The Company finances insurance premiums on policies primarily for commercial enterprises. The Company amortizes these loans over the term of each contract, which varies from three to eleven monthly payments, and manages these loans on a collective basis based on similar risk characteristics. As of September 30, 2024 and December 31, 2023, the portfolio has an amortized cost basis of $71,175,771 and $63,602,075, respectively. 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 to a power of attorney contained in the finance contract. As of September 30, 2024, and December 31, 2023, the amount of unearned premium on open and cancelled contracts approximated $99,500,000 and $87,600,000, respectively. The annual percentage interest rates on new contracts averaged approximately 17.7% and 16.8% during the nine months ended September 30, 2024 and 2023, respectively.

 

Allowance for Credit Losses

 

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

 

To estimate expected credit losses on loans that exhibit similar risk characteristics, the Company considers historical loss information (updated for current conditions and reasonable and supportable forecasts that affect the expected collectability of the amortized cost basis pool) using a loss-rate approach. The Company monitors the A.M. Best rating for insurance carriers whose policies are being financed as a factor of the quality of its contract receivables. As of September 30, 2024, and December 31, 2023, the Company did not expect any material degradation to the ratings of the insurance carriers it currently underwrites or anticipates underwriting in a way that would affect the allowance for credit losses.

 

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 credit losses, 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 loans 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 $208,980 and $250,200 at September 30, 2024 and December 31, 2023, 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 consolidated balance sheets:

        
   September 30, 2024
(unaudited)
   December 31, 2023 
Uninsured Balance  $208,980   $250,200 
Plus: Insured balances   250,000    250,000 
Plus: Balances at institutions that do not exceed FDIC limit   2,150    45,239 
Plus: Cash overdraft   473,163    168,543 
Less: Outstanding checks   (932,143)   (668,743)
           
Cash per consolidated balance sheet  $2,150   $45,239 

 

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 66% and 61% of the Company’s business activity is with customers located in Florida for 2024 and 2023, respectively. Approximately 9% and 11% of the Company’s business activity is with customers located in Georgia for 2024 and 2023, respectively. Approximately 8% and 12% of the Company's business activity is with customers located in North Carolina for 2024 and 2023, respectively. There were no other significant regional, industrial or group concentrations during the nine months ended September 30, 2024 and 2023.

 

Amortization of Line of Credit Costs

 

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

 

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

 

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 September 30, 2024 and December 31, 2023 was $693,606 and $650,237, respectively. In March 2024, the Company executed a $641,934 loan against the life insurance policy. The cash surrender value of the life insurance policy, net of the loan, was $48,847 and $650,237 at September 30, 2024 and December 31, 2023, respectively. The loan accrues interest at a blended interest rate of 6.64% and has no maturity date. The loan was funded in April 2024. The Company paid interest on this loan of $10,315 and $0 for the three months ended September 30, 2024 and 2023, respectively. The Company paid interest on this loan of $18,483 and $0 for the nine months ended September 30, 2024 and 2023, respectively.

 

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 premium finance contracts 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 notes payable 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 September 30, 2024.

 

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 September 30, 2024 and December 31, 2023.

 

Stock-Based Compensation

 

The Company accounts 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 includes 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 Company accounts for earnings 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.

As of September 30, 2024 and 2023, stock options to purchase 111,200 and 207,400 shares of common stock were outstanding, respectively, and stock warrants to purchase 1,035,000 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 vested on June 29, 2023, and the remaining 10,000 stock options vested on June 29, 2024. All the stock warrants vested immediately. In August 2024, the Company exchanged $10,000 of notes payable and $66,960 of notes payable – related parties for 96,200 shares of common stock at a price of $0.80 per share from the exercise of incentive stock options by two employees. The following table summarizes the effects of the outstanding options and warrants on earnings per share:

          
  

September 30, 2024

(unaudited)

  

September 30, 2023

(unaudited)

 
Options included in the calculation of diluted EPS   91,200    197,400 
Vested but antidilutive options   20,000     
Nonvested options       10,000 
Total options outstanding   111,200    207,400 
           
Warrants included in the calculation of diluted EPS       635,000 
Vested but antidilutive warrants   1,035,000    400,000 
Total warrants outstanding   1,035,000    1,035,000 


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. This preferred stock is dilutive as of September 30, 2024 and anti-dilutive as of December 31, 2023.

 

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

 

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company did not experience any impact on the consolidated financial statements from the adoption of the standard.

 

v3.24.3
Premium Finance Contracts, Related Receivable and Allowance for Credit Losses
9 Months Ended
Sep. 30, 2024
Premium Finance Contracts Related Receivable And Allowance For Credit Losses  
Premium Finance Contracts, Related Receivable and Allowance for Credit Losses

3. Premium Finance Contracts, Related Receivable and Allowance for Credit Losses

 

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 September 30, 2024 and December 31, 2023, premium finance contract and agents’ receivable consists of the following:

         
Description  September 30, 2024   December 31, 2023 
 Insurance premium finance contracts outstanding  $65,815,796   $57,769,501 
 Insurance premium finance contracts cancelled   5,359,975    5,832,574 
Insurance premium finance contracts gross   71,175,771    63,602,075 
 Amounts due from agents   1,011,138    804,131 
 Less: Unearned interest   (2,552,431)   (2,164,914)
Insurance premium finance contract net   69,634,478    62,241,292 
 Less: Allowance for credit losses   (1,849,130)   (1,501,593)
           
 Total  $67,785,348   $60,739,699 

 

The allowance for credit losses at September 30, 2024 and December 31, 2023 are as follows:

        
   September 30, 2024   December 31, 2023 
Allowance for premium finance contracts  $1,673,694   $1,336,157 
Allowance for amounts due from agents   175,436    165,436 
           
Total allowance for credit losses  $1,849,130   $1,501,593 

 

Activity in the allowance for credit losses for the nine months ended September 30, 2024 and the year ended December 31, 2023 are as follows:

        
   September 30, 2024   December 31, 2023 
Balance at the beginning of the year  $1,501,593   $1,129,498 
Current year provision   1,426,000    1,669,000 
Direct write-downs charged against the allowance   (1,352,966)   (1,639,416)
Recoveries of amounts previously charged off   274,503    342,511 
           
Balance at end of the year  $1,849,130   $1,501,593 

 

The Company maintains its allowance at gross amounts, which includes allowances for write-offs of unearned revenues. Provisions and write-offs per this footnote 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. provision for credit losses) 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 the provision for credit losses on the consolidated statement of operations:

          
   For the three months ended
September 30,
 
   2024
(unaudited)
   2023
(unaudited)
 
Current additions to the allowance  $494,000   $462,000 
Less: Contra-revenues   (251,349)   (177,607)
Provision for credit losses  $242,651   $284,393 

 

           
   For the nine months ended
September 30,
 
   2024
(unaudited)
   2023
(unaudited)
 
Current additions to the allowance  $1,426,000   $1,181,000 
Less: Contra-revenues   (654,170)   (549,826)
Provision for credit losses  $771,830   $631,174 

 

The aging analyses of past-due contract receivables as of September 30, 2024 and December 31, 2023 are as follows:

 

                             
As of September 30, 2024  30–59 Days   60–89 Days   90-119 Days   Greater Than 120 Days   Total Past-Due   Current   Grand Total 
Premium finance contracts:                                   
Outstanding  $244,966   $4,700   $   $8,311   $257,977   $65,557,819   $65,815,796 
Cancelled   930,793    719,178    494,661    2,291,940    4,436,572    923,403    5,359,975 
Total  $1,175,759   $723,878   $494,661   $2,300,251   $4,694,549   $66,481,222   $71,175,771 

 

                           
As of December 31, 2023  30–59 Days   60–89 Days   90-119 Days   Greater Than 120 Days   Total Past-Due   Current   Grand Total 
Premium finance contracts:                                   
Outstanding  $147,915   $2,241   $7,536   $30,086   $187,778   $57,581,723   $57,769,501 
Cancelled   1,041,232    976,535    456,897    1,913,339    4,388,003    1,444,571    5,832,574 
Total  $1,189,147   $978,776   $464,433   $1,943,425   $4,575,781   $59,026,294   $63,602,075 

 

v3.24.3
Property and Equipment, Net
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net

4. Property and Equipment, Net

 

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

         
   September 30, 2024     
   (unaudited)   December 31, 2023 
         
Computer Software  $25,857   $26,207 
Automobile   166,749    155,881 
Furniture & Fixtures   5,692    14,273 
Leasehold Improvements   116,811    116,811 
Computer Equipment   52,534    73,145 
Property and equipment, gross   367,643    386,317 
Accumulated depreciation   (235,687)   (263,817)
Property and equipment, net  $131,956   $122,500 

 

The Company recorded depreciation expense of $13,322 and $6,625, respectively for the three months ended September 30, 2024 and 2023. The Company recorded depreciation expense of $30,619 and $19,139, respectively for the nine months ended September 30, 2024 and 2023.

 

v3.24.3
Leases
9 Months Ended
Sep. 30, 2024
Leases  
Leases

5. Leases

The Company accounts for leases in accordance with ASC Topic 842. In March 2024, 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, 2026 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 September 30, 2024 and December 31, 2023.

 

Office lease – On March 1, 2024, 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 $7,048 per month and expires in February 2026, including the renewal option (see Note 12).

 

Secure facility lease – On September 26, 2022, the Company entered into a three (3) year lease for a secure facility located in Miami, Florida. The lease has no renewal option. The lease is $1,418 per month, with payment increases of 4% annually, and expires in September 2025. The right-of-use asset and operating lease liability at the execution of this lease totaled $48,979.

 

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.

 

Hardware lease – On September 30, 2022, the Company entered into a three-year lease for computer hardware. The lease has no renewal option. The lease is $664 per month and expires in September 2025. The right-of-use asset and operating lease liability at the execution of this lease totaled $22,059.

 

Server lease – On December 7, 2021, the Company entered into a five-year lease for a computer server. The lease contains a bargain purchase option, which the Company intends to exercise. The Company recorded this lease as a finance lease. The lease payments are $1,249 per month through December 2026.

 

The weighted-average remaining lease term was 2.17 years and 1.97 years as of September 30, 2024 and December 31, 2023, respectively. For the three months ended September 30, 2024 and 2023, the total lease cost was $34,655 and $31,341, respectively. For the nine months ended September 30, 2024 and 2023, the total lease cost was $103,965 and $85,610, respectively.

  

            
      September 30, 2024     
Leases  Classification  (unaudited)   December 31, 2023 
            
Right-of-use assets  Operating lease assets  $231,292   $80,840 
Server lease  Finance lease assets   28,722   38,664 
Total lease assets     $260,014   $119,504 
              
Current operating lease liability  Current operating lease liabilities  $121,487   $50,594 
Non-current operating lease liability  Long-term operating lease liabilities   109,806    30,246 
Total operating lease liabilities     $231,293   $80,840 
              
Current finance lease liability  Current finance lease liabilities  $13,694   $13,166 
Non-current finance lease liability  Long-term finance lease liabilities   17,055    27,393 
Total finance lease liabilities     $30,749   $40,559 

v3.24.3
Drafts Payable
9 Months Ended
Sep. 30, 2024
Drafts Payable  
Drafts Payable

6. Drafts Payable

 

Drafts payable outstanding represent unpaid drafts that have not been disbursed by our senior lender as of the reporting date, on insurance premium finance contracts received by the Company prior to the reporting date. As of September 30, 2024 and December 31, 2023, the draft payable balances are $3,652,123 and $2,681,359, respectively.

 

v3.24.3
Line of Credit
9 Months Ended
Sep. 30, 2024
Line Of Credit  
Line of Credit

7. Line of Credit

 

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, our senior lender, 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. On this date, the prior line of credit 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. The Company recorded $25,771 of line of credit costs related to the credit increase. In November 2022, the Company extended the maturity on its line of credit agreement with FHB until November 30, 2025. This extension also changed the Index Rate of the line of credit from 30-Day Libor to 30-Day Secured Overnight Financing Rate (“SOFR”). The Company recorded $117,228 of line of credit costs related to this extension, which is included in the line of credit balance in the consolidated balance sheet at September 30, 2024.

 

At September 30, 2024 and December 31, 2023, 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 two members of the Board of Directors of the Company. The line of credit bears interest at 30-Day SOFR plus 2.55-2.96% per annum (7.95% at September 30, 2024 and 8.09% at December 31, 2023). As of September 30, 2024, the amount of principal outstanding on the line of credit was $43,791,747 and is reported on the consolidated balance sheet net of $1,839 of unamortized loan origination fees. As of December 31, 2023, the amount of principal outstanding on the line of credit was $42,377,736 and is reported on the consolidated balance sheet net of $3,021 of unamortized loan origination fees. Interest expense on this line of credit for the three months ended September 30, 2024 and 2023 totaled approximately $918,000 and $837,000, respectively. Interest expense on this line of credit for the nine months ended September 30, 2024 and 2023 totaled approximately $2,749,000 and $2,134,000, respectively. The Company recorded amortized loan origination fees for the three months ended September 30, 2024 and 2023 of $394 and $28,519, respectively, which is included in interest expense. The Company recorded amortized loan origination fees for the nine months ended September 30, 2024 and 2023 of $1,182 and $85,557, respectively, which is included in interest expense. Availability on this line of credit was $1,023,668 as of September 30, 2024.

 

The Company’s agreements with 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 adjusted 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, and copies of filings with regulatory bodies. On November 14, 2023, the Company executed an amendment of the loan agreement, which provided a waiver of default on its Interest Coverage Ratio as of September 30, 2023. The amendment also reduced the Minimum Interest Coverage Ratio for the following four quarters through September 30, 2024. Management believes it was in compliance with the applicable debt covenants as of September 30, 2024 and December 31, 2023.

 

v3.24.3
Other Loans
9 Months Ended
Sep. 30, 2024
Other Loans  
Other Loans

8. Other Loans

On April 18, 2020, the Company entered into a $271,000 loan with Woodforest National Bank, 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 matured in two (2) years and accrued interest at 1% from the origination of the loan.

 

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 beginning on May 18, 2022. For the three months ended September 30, 2024 and 2023, the Company paid interest on this loan of $178 and $415, respectively, which is included in interest expense. For the nine months ended September 30, 2024 and 2023, the Company paid interest on this loan of $711 and $1,409, respectively, which is included in interest expense. As of September 30, 2024 and December 31, 2023, the balance of the PPP loan is as follows:

 

          
   September 30, 2024
(unaudited)
   December 31, 2023 
Total PPP loan  $54,424   $123,924 
Less current maturities   (54,424)   (92,785)
Long-term portion of PPP loan  $   $31,139 

 

On April 12, 2024, the Company entered into a $43,700 loan agreement with American Express. The loan has a maturity date of April 12, 2025 with a 10.89% fixed interest rate and monthly principal and interest payments of $3,860 beginning on May 13, 2024. For the three months ended September 30, 2024 and 2023, the Company paid interest on this loan of $656 and $0, which is included in interest expense. For the nine months ended September 30, 2024 and 2023, the Company paid interest on this loan of $1,793 and $0, which is included in interest expense.

v3.24.3
Notes Payable
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Notes Payable

9. Notes Payable

At September 30, 2024 and December 31, 2023, the balances of long-term unsecured notes to unrelated parties are as follows:

        
   September 30, 2024     
   (unaudited)   December 31, 2023 
Total notes payable - Others  $8,904,246   $6,865,557 
Less current maturities   (2,870,992)   (2,181,400)
           
Long-term maturities  $6,033,254   $4,684,157 

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 August 31, 2030. The maturity date of these notes automatically extends for periods of three months to six years unless the note holder requests repayment through written instructions at least ninety days prior to the maturity date of the note. The automatic maturity extension of these notes is considered a loan modification. Interest expense on these notes totaled approximately $165,000 and $120,000 during the three months ended September 30, 2024 and 2023, respectively. Interest expense on these notes totaled approximately $425,000 and $368,000 during the nine months ended September 30, 2024 and 2023, respectively. The Company received proceeds on these notes of $2,148,689 and $91,668 for the nine months ended September 30, 2024 and 2023, respectively. The Company repaid principal on these notes of $100,000 and $713,576 for the nine months ended September 30, 2024 and 2023, respectively. In August 2024, the Company exchanged, in a cashless transaction, $10,000 of these notes for 12,500 shares of common stock at a price of $0.80 per share from the exercise of previously vested incentive stock options by an employee. There were no gains or losses on this exchange.

 

v3.24.3
Notes Payable – Stockholders and Related Parties
9 Months Ended
Sep. 30, 2024
Notes Payable Stockholders And Related Parties  
Notes Payable – Stockholders and Related Parties

10. Notes Payable – Stockholders and Related Parties

 

At September 30, 2024 and December 31, 2023, the balances of long-term notes payable to stockholders and related parties are as follows:

        
   September 30, 2024     
   (unaudited)   December 31, 2023 
Total notes payable - Others  $8,904,246   $6,865,557 
Less current maturities   (2,870,992)   (2,181,400)
           
Long-term maturities  $6,033,254   $4,684,157 

 

These are notes payable to stockholders and related parties. The notes have interest payable monthly of 8% per annum and are unsecured and subordinated. The principal is due on various dates through November 30, 2028. The maturity date of these notes automatically extends for periods of one to four years unless the note holder requests repayment through written instructions at least ninety days prior to the maturity date of the note. The automatic maturity extension of these notes is considered a loan modification. Interest expense on these notes totaled approximately $54,000 and $41,000 during the three months ended September 30, 2024 and 2023, respectively. Interest expense on these notes totaled approximately $152,000 and $120,000 during the nine months ended September 30, 2024 and 2023, respectively. The Company received proceeds on these notes of $1,028,000 and $180,000 for the nine months ended September 30, 2024 and 2023, respectively. The Company repaid principal on these notes of $10,000 and $27,000 for the nine months ended September 30, 2024 and 2023, respectively. In August 2024, the Company exchanged, in a cashless transaction, $66,960 of these notes for 83,700 shares of common stock at a price of $0.80 per share from the exercise of previously vested incentive stock options by an employee. There were no gains or losses on this exchange.

 

v3.24.3
Equity
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Equity

11. Equity

 

Preferred Stock

 

As of September 30, 2024, 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. As of September 30, 2024, the total liquidation preference on the preferred stock is $1,718,100. 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 three months ended September 30, 2024 and 2023, the Board of Directors has declared and paid dividends on the preferred stock of $29,050 and $29,050, respectively. During the nine months ended September 30, 2024 and 2023, the Board of Directors has declared and paid dividends on the preferred stock of $58,100 and $87,150, respectively. As of September 30, 2024 and December 31, 2023, preferred dividends are in arrears by $58,100 and $29,050, respectively.

 

December 31, 2022 dividends in arrears were declared and paid in January 2023. March 31, 2023 dividends in arrears were declared and paid in April 2023. June 30, 2023 dividends in arrears were declared and paid in July 2023. September 30, 2023 dividends in arrears were declared and paid in October 2023. December 31, 2023 dividends in arrears were declared and paid in January 2024. March 31, 2024 dividends in arrears were declared and paid in August 2024. June 30, 2024 and September 30, 2024 dividends in arrears have not been declared and paid.

 

Common Stock

 

As of September 30, 2024 and December 31, 2023, the Company was authorized to issue 100 million shares of common stock with a par value of $0.001 per share, of which 3,001,216 and 2,905,016 shares were issued and outstanding, respectively.

 

In August 2024, the Company exchanged $10,000 of notes payable and $66,960 of notes payable – related parties for 96,200 shares of common stock at a price of $0.80 per share from the exercise of incentive stock options by two employees.

 

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. The following table summarizes information about employee stock options outstanding at September 30, 2024:

                     
 Outstanding Options    Vested Options  
 Number Outstanding at September 30, 2024    Weighted Average Remaining Term    Weighted Average Exercise Price    Number Exercisable at September 30, 2024    Weighted Average Remaining Term    Weighted Average Exercise Price 
 91,200    5.42   $0.80    91,200    5.42   $0.80 
 10,000    7.75   $4.50    10,000    7.75    4.50 
 10,000    2.75   $4.95    10,000    2.75    4.95 
 111,200    5.39 years   $1.51    111,200    5.39 years   $1.51 

 

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, 2023    207,400   $1.18    6.15 years   $705,224 
Issued                 
Exercised    96,200   $0.80    5.42 years   $76,960 
Outstanding at September 30, 2024    111,200   $1.51    5.39 years   $72,960 
Exercisable at September 30, 2024    111,200   $1.51    5.39 years   $72,960 

 

In August 2024, the Company exchanged $10,000 of notes payable and $66,960 of notes payable – related parties for 96,200 shares of common stock at a price of $0.80 per share from the exercise of incentive stock options by two employees. During the three months ended September 30, 2024 and 2023, the Company recognized $0 and $7,050, respectively, of stock option expense. During the nine months ended September 30, 2024 and 2023, the Company recognized $14,100 and $21,150, respectively, of stock option expense. As of September 30, 2024, there was no remaining unvested equity compensation.

 

 

Stock Warrants

 

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, 2023    1,035,000   $7.09    1.6 years   $355,600 
Issued                 
Exercised                 
Outstanding at September 30, 2024    1,035,000   $7.09    0.83 years     
Exercisable at September 30, 2024    1,035,000   $7.09    0.83 years     

 

The warrants vested immediately. During each of the three and nine months ended September 30, 2024 and 2023, the Company recognized no stock warrant expense.

 

v3.24.3
Related Party Transactions
9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions

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 $7,048 is paid monthly. The lease contract expires in February 2026.

 

Line of credit

 

As discussed in Note 7, the Company secured its primary financing in part through the assistance of our CEO and two board members 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. In November 2022, the Company extended the maturity of its line of credit with First Horizon Bank until November 30, 2025.

 

Notes payable

 

As discussed in Note 10, the Company has been loaned funds by its shareholders. As of September 30, 2024 and December 31, 2023, the amounts advanced were $3,039,040 and $2,088,000, respectively.

 

Stock Options

 

As discussed in Note 11, 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 total impact on earnings from this transaction is $56,400, which is being amortized over 24 months at a rate of $2,350 per month. This transaction will also increase additional paid-in capital over the same period at the same rate.

 

v3.24.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

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.

 

v3.24.3
Subsequent Events
9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events

14. Subsequent Events

 

In October 2024, the Company issued $50,000 of notes payable.

 

In November 2024, the Board of Directors declared and paid dividends on the Series A convertible preferred stock of $58,100.

 

 

v3.24.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The 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 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, 2023.

 

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, 2023, have been omitted.

 

Cash and Cash Equivalents and Cash Overdraft

Cash and Cash Equivalents and Cash Overdraft

 

The Company considers short-term interest-bearing investments with initial maturities of three months or less to be cash equivalents. There are no cash equivalents at September 30, 2024 and December 31, 2023.

 

The Company experienced a cash overdraft of $473,163 and $168,543 in its group of bank accounts at its primary lender as of September 30, 2024 and December 31, 2023, respectively. As this group of bank accounts is funded by the Company’s line of credit (see Note 7), overdrafts are an expected part of the cash cycle. The Company is not charged any fees for overdrafts as the line of credit funds the operating accounts daily. The Company actively manages its cash balances to minimize unnecessary interest charges.

 

Revenue Recognition

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. An initial service fee, where permissible, and the first month’s interest, on a pro rata basis, are recognized as income at the inception of a contract. The initial service 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 sheets for reporting purposes.

 

The provisions of Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts with Customers (“ASC 606”) provide guidance on the recognition, presentation, and disclosure of revenue in financial statements. ASC 606 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. ASC 606 requires revenue to be recognized upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for services that are distinct and accounted for as separate performance obligations. In such cases, revenue would be recognized at the time of delivery or over time for each performance of service. However, ASC 606 exempts items under ASC 835-30 and ASC 310-20 (i.e. finance charges, late charges and origination fee income for the Company).

 

Premium Finance Contracts and Related Receivable

Premium Finance Contracts and Related Receivable

 

The Company finances insurance premiums on policies primarily for commercial enterprises. The Company amortizes these loans over the term of each contract, which varies from three to eleven monthly payments, and manages these loans on a collective basis based on similar risk characteristics. As of September 30, 2024 and December 31, 2023, the portfolio has an amortized cost basis of $71,175,771 and $63,602,075, respectively. 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 to a power of attorney contained in the finance contract. As of September 30, 2024, and December 31, 2023, the amount of unearned premium on open and cancelled contracts approximated $99,500,000 and $87,600,000, respectively. The annual percentage interest rates on new contracts averaged approximately 17.7% and 16.8% during the nine months ended September 30, 2024 and 2023, respectively.

 

Allowance for Credit Losses

Allowance for Credit Losses

 

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

 

To estimate expected credit losses on loans that exhibit similar risk characteristics, the Company considers historical loss information (updated for current conditions and reasonable and supportable forecasts that affect the expected collectability of the amortized cost basis pool) using a loss-rate approach. The Company monitors the A.M. Best rating for insurance carriers whose policies are being financed as a factor of the quality of its contract receivables. As of September 30, 2024, and December 31, 2023, the Company did not expect any material degradation to the ratings of the insurance carriers it currently underwrites or anticipates underwriting in a way that would affect the allowance for credit losses.

 

Use of Estimates

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 credit losses, depreciable lives of property and equipment, and valuation of stock-based compensation.

 

Concentration of Credit and Financial Instrument Risk

Concentration of Credit and Financial Instrument Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and loans 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 $208,980 and $250,200 at September 30, 2024 and December 31, 2023, 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 consolidated balance sheets:

        
   September 30, 2024
(unaudited)
   December 31, 2023 
Uninsured Balance  $208,980   $250,200 
Plus: Insured balances   250,000    250,000 
Plus: Balances at institutions that do not exceed FDIC limit   2,150    45,239 
Plus: Cash overdraft   473,163    168,543 
Less: Outstanding checks   (932,143)   (668,743)
           
Cash per consolidated balance sheet  $2,150   $45,239 

 

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 66% and 61% of the Company’s business activity is with customers located in Florida for 2024 and 2023, respectively. Approximately 9% and 11% of the Company’s business activity is with customers located in Georgia for 2024 and 2023, respectively. Approximately 8% and 12% of the Company's business activity is with customers located in North Carolina for 2024 and 2023, respectively. There were no other significant regional, industrial or group concentrations during the nine months ended September 30, 2024 and 2023.

 

Amortization of Line of Credit Costs

Amortization of Line of Credit Costs

 

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

 

Property and Equipment

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

 

Cash Surrender Value of Life Insurance

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 September 30, 2024 and December 31, 2023 was $693,606 and $650,237, respectively. In March 2024, the Company executed a $641,934 loan against the life insurance policy. The cash surrender value of the life insurance policy, net of the loan, was $48,847 and $650,237 at September 30, 2024 and December 31, 2023, respectively. The loan accrues interest at a blended interest rate of 6.64% and has no maturity date. The loan was funded in April 2024. The Company paid interest on this loan of $10,315 and $0 for the three months ended September 30, 2024 and 2023, respectively. The Company paid interest on this loan of $18,483 and $0 for the nine months ended September 30, 2024 and 2023, respectively.

 

Fair Value of Financial Instruments

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 premium finance contracts 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 notes payable 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

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 September 30, 2024.

 

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 September 30, 2024 and December 31, 2023.

 

Stock-Based Compensation

Stock-Based Compensation

 

The Company accounts 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 includes 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

Earnings per Common Share

 

The Company accounts for earnings 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.

As of September 30, 2024 and 2023, stock options to purchase 111,200 and 207,400 shares of common stock were outstanding, respectively, and stock warrants to purchase 1,035,000 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 vested on June 29, 2023, and the remaining 10,000 stock options vested on June 29, 2024. All the stock warrants vested immediately. In August 2024, the Company exchanged $10,000 of notes payable and $66,960 of notes payable – related parties for 96,200 shares of common stock at a price of $0.80 per share from the exercise of incentive stock options by two employees. The following table summarizes the effects of the outstanding options and warrants on earnings per share:

          
  

September 30, 2024

(unaudited)

  

September 30, 2023

(unaudited)

 
Options included in the calculation of diluted EPS   91,200    197,400 
Vested but antidilutive options   20,000     
Nonvested options       10,000 
Total options outstanding   111,200    207,400 
           
Warrants included in the calculation of diluted EPS       635,000 
Vested but antidilutive warrants   1,035,000    400,000 
Total warrants outstanding   1,035,000    1,035,000 


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. This preferred stock is dilutive as of September 30, 2024 and anti-dilutive as of December 31, 2023.

 

Leases

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

Recent Accounting Pronouncements

 

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company did not experience any impact on the consolidated financial statements from the adoption of the standard.

 

v3.24.3
Summary of Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Schedule of reconciliation between uninsured balances and cash per the consolidated balance sheets
        
   September 30, 2024
(unaudited)
   December 31, 2023 
Uninsured Balance  $208,980   $250,200 
Plus: Insured balances   250,000    250,000 
Plus: Balances at institutions that do not exceed FDIC limit   2,150    45,239 
Plus: Cash overdraft   473,163    168,543 
Less: Outstanding checks   (932,143)   (668,743)
           
Cash per consolidated balance sheet  $2,150   $45,239 
Schedule of outstanding options and warrants on earnings per share
          
  

September 30, 2024

(unaudited)

  

September 30, 2023

(unaudited)

 
Options included in the calculation of diluted EPS   91,200    197,400 
Vested but antidilutive options   20,000     
Nonvested options       10,000 
Total options outstanding   111,200    207,400 
           
Warrants included in the calculation of diluted EPS       635,000 
Vested but antidilutive warrants   1,035,000    400,000 
Total warrants outstanding   1,035,000    1,035,000 
v3.24.3
Premium Finance Contracts, Related Receivable and Allowance for Credit Losses (Tables)
9 Months Ended
Sep. 30, 2024
Premium Finance Contracts Related Receivable And Allowance For Credit Losses  
Schedule of premium finance contract and agents’ receivable
         
Description  September 30, 2024   December 31, 2023 
 Insurance premium finance contracts outstanding  $65,815,796   $57,769,501 
 Insurance premium finance contracts cancelled   5,359,975    5,832,574 
Insurance premium finance contracts gross   71,175,771    63,602,075 
 Amounts due from agents   1,011,138    804,131 
 Less: Unearned interest   (2,552,431)   (2,164,914)
Insurance premium finance contract net   69,634,478    62,241,292 
 Less: Allowance for credit losses   (1,849,130)   (1,501,593)
           
 Total  $67,785,348   $60,739,699 
Schedule of allowance for credit losses
        
   September 30, 2024   December 31, 2023 
Allowance for premium finance contracts  $1,673,694   $1,336,157 
Allowance for amounts due from agents   175,436    165,436 
           
Total allowance for credit losses  $1,849,130   $1,501,593 
Schedule of allowance for credit losses activity
        
   September 30, 2024   December 31, 2023 
Balance at the beginning of the year  $1,501,593   $1,129,498 
Current year provision   1,426,000    1,669,000 
Direct write-downs charged against the allowance   (1,352,966)   (1,639,416)
Recoveries of amounts previously charged off   274,503    342,511 
           
Balance at end of the year  $1,849,130   $1,501,593 
Schedule of reconciliation between the total provision per the footnote and the provision for credit losses
          
   For the three months ended
September 30,
 
   2024
(unaudited)
   2023
(unaudited)
 
Current additions to the allowance  $494,000   $462,000 
Less: Contra-revenues   (251,349)   (177,607)
Provision for credit losses  $242,651   $284,393 

 

           
   For the nine months ended
September 30,
 
   2024
(unaudited)
   2023
(unaudited)
 
Current additions to the allowance  $1,426,000   $1,181,000 
Less: Contra-revenues   (654,170)   (549,826)
Provision for credit losses  $771,830   $631,174 
Schedule of aging analyses of past-due contract receivables
                             
As of September 30, 2024  30–59 Days   60–89 Days   90-119 Days   Greater Than 120 Days   Total Past-Due   Current   Grand Total 
Premium finance contracts:                                   
Outstanding  $244,966   $4,700   $   $8,311   $257,977   $65,557,819   $65,815,796 
Cancelled   930,793    719,178    494,661    2,291,940    4,436,572    923,403    5,359,975 
Total  $1,175,759   $723,878   $494,661   $2,300,251   $4,694,549   $66,481,222   $71,175,771 

 

                           
As of December 31, 2023  30–59 Days   60–89 Days   90-119 Days   Greater Than 120 Days   Total Past-Due   Current   Grand Total 
Premium finance contracts:                                   
Outstanding  $147,915   $2,241   $7,536   $30,086   $187,778   $57,581,723   $57,769,501 
Cancelled   1,041,232    976,535    456,897    1,913,339    4,388,003    1,444,571    5,832,574 
Total  $1,189,147   $978,776   $464,433   $1,943,425   $4,575,781   $59,026,294   $63,602,075 
v3.24.3
Property and Equipment, Net (Tables)
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment
         
   September 30, 2024     
   (unaudited)   December 31, 2023 
         
Computer Software  $25,857   $26,207 
Automobile   166,749    155,881 
Furniture & Fixtures   5,692    14,273 
Leasehold Improvements   116,811    116,811 
Computer Equipment   52,534    73,145 
Property and equipment, gross   367,643    386,317 
Accumulated depreciation   (235,687)   (263,817)
Property and equipment, net  $131,956   $122,500 
v3.24.3
Leases (Tables)
9 Months Ended
Sep. 30, 2024
Leases  
Schedule of lease cost
            
      September 30, 2024     
Leases  Classification  (unaudited)   December 31, 2023 
            
Right-of-use assets  Operating lease assets  $231,292   $80,840 
Server lease  Finance lease assets   28,722   38,664 
Total lease assets     $260,014   $119,504 
              
Current operating lease liability  Current operating lease liabilities  $121,487   $50,594 
Non-current operating lease liability  Long-term operating lease liabilities   109,806    30,246 
Total operating lease liabilities     $231,293   $80,840 
              
Current finance lease liability  Current finance lease liabilities  $13,694   $13,166 
Non-current finance lease liability  Long-term finance lease liabilities   17,055    27,393 
Total finance lease liabilities     $30,749   $40,559 
v3.24.3
Other Loans (Tables)
9 Months Ended
Sep. 30, 2024
Other Loans  
Schedule of balance of the PPP loan
          
   September 30, 2024
(unaudited)
   December 31, 2023 
Total PPP loan  $54,424   $123,924 
Less current maturities   (54,424)   (92,785)
Long-term portion of PPP loan  $   $31,139 
v3.24.3
Notes Payable (Tables)
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of the balances of long-term unsecured notes to unrelated parties
        
   September 30, 2024     
   (unaudited)   December 31, 2023 
Total notes payable - Others  $8,904,246   $6,865,557 
Less current maturities   (2,870,992)   (2,181,400)
           
Long-term maturities  $6,033,254   $4,684,157 
v3.24.3
Notes Payable – Stockholders and Related Parties (Tables)
9 Months Ended
Sep. 30, 2024
Notes Payable Stockholders And Related Parties  
Schedule of the balances of long-term notes payable to stockholders and related parties
        
   September 30, 2024     
   (unaudited)   December 31, 2023 
Total notes payable - Others  $8,904,246   $6,865,557 
Less current maturities   (2,870,992)   (2,181,400)
           
Long-term maturities  $6,033,254   $4,684,157 
v3.24.3
Equity (Tables)
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Schedule of employee stock options outstanding
                     
 Outstanding Options    Vested Options  
 Number Outstanding at September 30, 2024    Weighted Average Remaining Term    Weighted Average Exercise Price    Number Exercisable at September 30, 2024    Weighted Average Remaining Term    Weighted Average Exercise Price 
 91,200    5.42   $0.80    91,200    5.42   $0.80 
 10,000    7.75   $4.50    10,000    7.75    4.50 
 10,000    2.75   $4.95    10,000    2.75    4.95 
 111,200    5.39 years   $1.51    111,200    5.39 years   $1.51 
Schedule of stock options outstanding
                 
    Number of Shares   Weighted Average Exercise Price   Weighted Average Remaining Contractual Term   Intrinsic Value 
Outstanding at December 31, 2023    207,400   $1.18    6.15 years   $705,224 
Issued                 
Exercised    96,200   $0.80    5.42 years   $76,960 
Outstanding at September 30, 2024    111,200   $1.51    5.39 years   $72,960 
Exercisable at September 30, 2024    111,200   $1.51    5.39 years   $72,960 
Schedule of stock warrants
                 
    Number of Shares   Weighted Average Exercise Price   Weighted Average Remaining Contractual Term   Intrinsic Value 
Outstanding at December 31, 2023    1,035,000   $7.09    1.6 years   $355,600 
Issued                 
Exercised                 
Outstanding at September 30, 2024    1,035,000   $7.09    0.83 years     
Exercisable at September 30, 2024    1,035,000   $7.09    0.83 years     
v3.24.3
Summary of Significant Accounting Policies (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Accounting Policies [Abstract]    
Uninsured Balance $ 208,980 $ 250,200
Plus: Insured balances 250,000 250,000
Plus: Balances at institutions that do not exceed FDIC limit 2,150 45,239
Plus: Cash overdraft 473,163 168,543
Less: Outstanding checks (932,143) (668,743)
Cash per consolidated balance sheet $ 2,150 $ 45,239
v3.24.3
Summary of Significant Accounting Policies (Details 1) - shares
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Options Included In The Calculation Of Diluted EPS [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive shares 91,200 197,400
Vested But Antidilutive Options [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive shares 20,000 0
Non Vested Options [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive shares 0 10,000
Options Held [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive shares 111,200 207,400
Warrants Included In The Calculation Of Dluted EPS [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive shares 0 635,000
Vested But Antidilutive Warrants [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive shares 1,035,000 400,000
Warrants [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive shares 1,035,000 1,035,000
v3.24.3
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Aug. 31, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2024
Dec. 31, 2023
Product Information [Line Items]              
Cash equivalents   $ 0   $ 0     $ 0
Cash overdraft   473,163   473,163     168,543
Premium finance contracts gross   71,175,771   71,175,771     63,602,075
Unearned premium   99,500,000   $ 99,500,000     87,600,000
Interest rate       17.70% 16.80%    
FDIC insured amount   250,000   $ 250,000      
Uninsured balances   208,980   208,980     250,200
Cash surrender value of life insurance   $ 693,606   $ 693,606     650,237
Loan against the life insurance policy           $ 641,934  
Loan accrued interest rate   6.64%   6.64%      
Interest payable   $ 10,315 $ 0 $ 18,483 $ 0    
Accrued interest or penalties   $ 0   $ 0     $ 0
Common Stock [Member]              
Product Information [Line Items]              
Number of shares exchanged, shares 96,200            
Exercise price $ 0.80            
Common Stock [Member] | Notes Payable, Other Payables [Member]              
Product Information [Line Items]              
Notes payable $ 10,000            
Number of shares exchanged, shares 66,960            
March 1, 2021 [Member]              
Product Information [Line Items]              
Option vested       93,700      
March 1, 2022 [Member]              
Product Information [Line Items]              
Option vested       93,700      
June 29, 2023 [Member]              
Product Information [Line Items]              
Option vested       10,000      
June 29, 2024 [Member]              
Product Information [Line Items]              
Option vested       10,000      
Options Held [Member]              
Product Information [Line Items]              
Antidilutive shares       111,200 207,400    
Warrants [Member]              
Product Information [Line Items]              
Antidilutive shares       1,035,000 1,035,000    
Leasehold Improvements [Member]              
Product Information [Line Items]              
Property and equipment estimated useful lives   10 years   10 years      
Minimum [Member] | Furniture and Fixtures [Member]              
Product Information [Line Items]              
Property and equipment estimated useful lives   5 years   5 years      
Minimum [Member] | Computer Equipment [Member]              
Product Information [Line Items]              
Property and equipment estimated useful lives   3 years   3 years      
Maximum [Member] | Furniture and Fixtures [Member]              
Product Information [Line Items]              
Property and equipment estimated useful lives   7 years   7 years      
Maximum [Member] | Computer Equipment [Member]              
Product Information [Line Items]              
Property and equipment estimated useful lives   5 years   5 years      
FLORIDA | Customer Concentration Risk [Member] | Accounts Receivable [Member]              
Product Information [Line Items]              
Concentration risk percentage       66.00% 61.00%    
GEORGIA | Customer Concentration Risk [Member] | Accounts Receivable [Member]              
Product Information [Line Items]              
Concentration risk percentage       9.00% 11.00%    
NORTH CAROLINA | Customer Concentration Risk [Member] | Accounts Receivable [Member]              
Product Information [Line Items]              
Concentration risk percentage       8.00% 12.00%    
v3.24.3
Premium Finance Contracts, Related Receivable and Allowance for Credit Losses (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Premium Finance Contracts Related Receivable And Allowance For Credit Losses    
 Insurance premium finance contracts outstanding $ 65,815,796 $ 57,769,501
 Insurance premium finance contracts cancelled 5,359,975 5,832,574
Insurance premium finance contracts gross 71,175,771 63,602,075
 Amounts due from agents 1,011,138 804,131
 Less: Unearned interest (2,552,431) (2,164,914)
Insurance premium finance contract net 69,634,478 62,241,292
 Less: Allowance for credit losses (1,849,130) (1,501,593)
 Total $ 67,785,348 $ 60,739,699
v3.24.3
Premium Finance Contracts, Related Receivable and Allowance for Credit Losses (Details 1) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Premium Finance Contracts Related Receivable And Allowance For Credit Losses      
Allowance for premium finance contracts $ 1,673,694 $ 1,336,157  
Allowance for amounts due from agents 175,436 165,436  
Total allowance for credit losses $ 1,849,130 $ 1,501,593 $ 1,129,498
v3.24.3
Premium Finance Contracts, Related Receivable and Allowance for Credit Losses (Details 2) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Premium Finance Contracts Related Receivable And Allowance For Credit Losses    
Balance at the beginning of the year $ 1,501,593 $ 1,129,498
Current year provision 1,426,000 1,669,000
Direct write-downs charged against the allowance (1,352,966) (1,639,416)
Recoveries of amounts previously charged off 274,503 342,511
Balance at end of the year $ 1,849,130 $ 1,501,593
v3.24.3
Premium Finance Contracts, Related Receivable and Allowance for Credit Losses (Details 3) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Premium Finance Contracts Related Receivable And Allowance For Credit Losses        
Current additions to the allowance $ 494,000 $ 462,000 $ 1,426,000 $ 1,181,000
Less: Contra-revenues (251,349) (177,607) (654,170) (549,826)
Provision for credit losses $ 242,651 $ 284,393 $ 771,830 $ 631,174
v3.24.3
Premium Finance Contracts, Related Receivable and Allowance for Credit Losses (Details 4) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Financing Receivable, Past Due [Line Items]    
Outstanding $ 65,815,796 $ 57,769,501
Cancelled 5,359,975 5,832,574
Total 71,175,771 63,602,075
Financial Asset, 30 to 59 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Outstanding 244,966 147,915
Cancelled 930,793 1,041,232
Total 1,175,759 1,189,147
Financial Asset, 60 to 89 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Outstanding 4,700 2,241
Cancelled 719,178 976,535
Total 723,878 978,776
Financial Asset, Equal to or Greater than 90 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Outstanding 0 7,536
Cancelled 494,661 456,897
Total 494,661 464,433
Financing Receivables Equal To Greater Than 120 Days Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Outstanding 8,311 30,086
Cancelled 2,291,940 1,913,339
Total 2,300,251 1,943,425
Financial Asset, Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Outstanding 257,977 187,778
Cancelled 4,436,572 4,388,003
Total 4,694,549 4,575,781
Financial Asset, Not Past Due [Member]    
Financing Receivable, Past Due [Line Items]    
Outstanding 65,557,819 57,581,723
Cancelled 923,403 1,444,571
Total $ 66,481,222 $ 59,026,294
v3.24.3
Property and Equipment, Net (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 367,643 $ 386,317
Accumulated depreciation (235,687) (263,817)
Property and equipment, net 131,956 122,500
Computer Software [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 25,857 26,207
Automobiles [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 166,749 155,881
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 5,692 14,273
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 116,811 116,811
Computer Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 52,534 $ 73,145
v3.24.3
Property and Equipment, Net (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Property, Plant and Equipment [Abstract]        
Depreciation expense $ 13,322 $ 6,625 $ 30,619 $ 19,139
v3.24.3
Leases (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Leases    
Right-of-use assets $ 231,292 $ 80,840
Server lease 28,722 38,664
Total lease assets 260,014 119,504
Current operating lease liability 121,487 50,594
Non-current operating lease liability 109,806 30,246
Total operating lease liabilities 231,293 80,840
Current finance lease liability 13,694 13,166
Non-current finance lease liability 17,055 27,393
Total finance lease liabilities $ 30,749 $ 40,559
v3.24.3
Leases (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Mar. 01, 2024
Sep. 30, 2022
Sep. 26, 2022
Dec. 07, 2021
Oct. 14, 2019
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Lessee, Lease, Description [Line Items]                    
Right-of-use asset           $ 231,292   $ 231,292   $ 80,840
Lease liability           $ 231,293   $ 231,293   $ 80,840
Borrowing rate           5.25%   5.25%   5.25%
Weighted-average remaining lease term           2 years 2 months 1 day   2 years 2 months 1 day   1 year 11 months 19 days
Total lease cost           $ 34,655 $ 31,341 $ 103,965 $ 85,610  
Secure Facility Lease [Member]                    
Lessee, Lease, Description [Line Items]                    
Right-of-use asset     $ 48,979     235,335   235,335    
Lease liability     $ 48,979     $ 235,335   $ 235,335    
Lease term     3 years              
Operating lease payments     $ 1,418              
Borrowing rate     4.00%              
Office Lease [Member]                    
Lessee, Lease, Description [Line Items]                    
Lease term 2 years                  
Operating lease payments $ 7,048                  
Copier Lease [Member]                    
Lessee, Lease, Description [Line Items]                    
Right-of-use asset         $ 68,799          
Lease liability         68,799          
Operating lease payments         $ 1,116          
Borrowing rate         5.25%          
Hardware Lease [Member]                    
Lessee, Lease, Description [Line Items]                    
Right-of-use asset   $ 22,059                
Lease liability   22,059                
Operating lease payments   $ 664                
Server Lease [Member]                    
Lessee, Lease, Description [Line Items]                    
Operating lease payments       $ 1,249            
v3.24.3
Drafts Payable (Details Narrative) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Drafts Payable    
Drafts payable $ 3,652,123 $ 2,681,359
v3.24.3
Line of Credit (Details Narrative) - First Horizon Bank [Member] - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Feb. 03, 2021
Oct. 31, 2021
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Loan Agreement [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Revolving line of credit $ 35,000,000            
Payments of loan costs 180,350            
Line of credit costs   $ 25,771     $ 117,228    
Advance rate         85.00%   85.00%
Interest rate description         The line of credit bears interest at 30-Day SOFR plus 2.55-2.96% per annum (7.95% at September 30, 2024 and 8.09% at December 31, 2023).    
Long term line of credit     $ 43,791,747   $ 43,791,747   $ 42,377,736
Unamortized loan origination fees     1,839   1,839   $ 3,021
Interest expense     918,000 $ 837,000 2,749,000 $ 2,134,000  
Amortized loan origination fee     394 $ 28,519 1,182 $ 85,557  
Line of credit facility, maximum borrowing capacity     $ 1,023,668   $ 1,023,668    
Loan Agreement [Member] | Minimum [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Revolving line of credit   35,000,000          
Loan Agreement [Member] | Maximum [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Revolving line of credit   $ 45,000,000          
Initial Funding [Member]              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Revolving line of credit $ 25,974,695            
v3.24.3
Other Loans (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Other Loans    
Total PPP loan $ 54,424 $ 123,924
Less current maturities (54,424) (92,785)
Long-term portion of PPP loan $ 0 $ 31,139
v3.24.3
Other Loans (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Apr. 12, 2024
Apr. 18, 2020
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
May 13, 2024
Jun. 22, 2022
May 18, 2022
Debt Instrument [Line Items]                  
Interest rate     6.64%   6.64%        
Interest payable     $ 165,000 $ 120,000 $ 425,000 $ 368,000      
Small Business Administration [Member]                  
Debt Instrument [Line Items]                  
Debt instrument face amount   $ 271,000              
Debt instrument, term   2 years              
Interest rate   1.00%           1.00%  
Principal and interest payments                 $ 7,801
Interest payable     178 415 711 1,409      
American Express [Member]                  
Debt Instrument [Line Items]                  
Debt instrument face amount $ 43,700                
Interest rate 10.89%                
Principal and interest payments             $ 3,860    
Interest payable     $ 656 $ 0 $ 1,793 $ 0      
Maturity date Apr. 12, 2025                
v3.24.3
Notes Payable (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Debt Disclosure [Abstract]    
Total notes payable - Others $ 8,904,246 $ 6,865,557
Less current maturities (2,870,992) (2,181,400)
Long-term maturities $ 6,033,254 $ 4,684,157
v3.24.3
Notes Payable (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Aug. 31, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Debt Instrument [Line Items]          
Interest expense   $ 165,000 $ 120,000 $ 425,000 $ 368,000
Proceeds on notes       2,148,689 91,668
Repaid principal on notes       $ 100,000 $ 713,576
Stock exchanged during period, shares 96,200        
Notes Payable [Member]          
Debt Instrument [Line Items]          
Stock exchanged during period, value $ 10,000        
Stock exchanged during period, shares 12,500        
Conversion price $ 0.80        
Minimum [Member]          
Debt Instrument [Line Items]          
Interest payable rate       6.00%  
Maximum [Member]          
Debt Instrument [Line Items]          
Interest payable rate       8.00%  
v3.24.3
Notes Payable - Stockholders and Related Parties (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Notes Payable Stockholders And Related Parties    
Total notes payable - Others $ 8,904,246 $ 6,865,557
Less current maturities (2,870,992) (2,181,400)
Long-term maturities $ 6,033,254 $ 4,684,157
v3.24.3
Notes Payable – Stockholders and Related Parties (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Aug. 31, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Defined Benefit Plan Disclosure [Line Items]          
Interest expense   $ 54,000 $ 41,000 $ 152,000 $ 120,000
Proceeds from notes payable       1,028,000 180,000
Repayments of other notes payable       $ 10,000 $ 27,000
Stock exchanged during period, shares 96,200        
Notes Payable Stockholders And Related Parties [Member]          
Defined Benefit Plan Disclosure [Line Items]          
Stock exchanged during period, value $ 66,960        
Stock exchanged during period, shares 83,700        
Conversion price $ 0.80        
Stockholders And Related Parties [Member]          
Defined Benefit Plan Disclosure [Line Items]          
Interest rate       8.00%  
v3.24.3
Equity (Details) - $ / shares
9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Number of shares, Outstanding options 111,200 207,400
Weighted average remaining term, Outstanding options 5 years 4 months 20 days  
Weighted average exercise price, Outstanding options $ 1.51 $ 1.18
Exercisable number of shares, Vested options 111,200  
Weighted average remaining term, Vested options 5 years 4 months 20 days  
Weighted average exercise price, Vested options $ 1.51  
Exercise Price 0.80 [Member]    
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Number of shares, Outstanding options 91,200  
Weighted average remaining term, Outstanding options 5 years 5 months 1 day  
Weighted average exercise price, Outstanding options $ 0.80  
Exercisable number of shares, Vested options 91,200  
Weighted average remaining term, Vested options 5 years 5 months 1 day  
Weighted average exercise price, Vested options $ 0.80  
Exercise Price 4.50 [Member]    
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Number of shares, Outstanding options 10,000  
Weighted average remaining term, Outstanding options 7 years 9 months  
Weighted average exercise price, Outstanding options $ 4.50  
Exercisable number of shares, Vested options 10,000  
Weighted average remaining term, Vested options 7 years 9 months  
Weighted average exercise price, Vested options $ 4.50  
Exercise Price 4.95 [Member]    
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Number of shares, Outstanding options 10,000  
Weighted average remaining term, Outstanding options 2 years 9 months  
Weighted average exercise price, Outstanding options $ 4.95  
Exercisable number of shares, Vested options 10,000  
Weighted average remaining term, Vested options 2 years 9 months  
Weighted average exercise price, Vested options $ 4.95  
v3.24.3
Equity (Details 1) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Equity [Abstract]    
Number of shares outstanding, Beginning balance 207,400  
Weighted average exercise price outstanding, Beginning balance $ 1.18  
Weighted average remaining contractual term 5 years 4 months 20 days 6 years 1 month 24 days
Intrinsic value outstsanding, Beginning balance $ 705,224  
Number of shares, Issued 0  
Weighted average exercise price, Issued $ 0  
Intrinsic value, Issued $ 0  
Number of shares, Exercised 96,200  
Weighted average exercise price, Exercised $ 0.80  
Weighted average remaining contractual term, Exercised 5 years 5 months 1 day  
Intrinsic value, Exercised $ 76,960  
Number of shares outstanding, Ending balance 111,200 207,400
Weighted average exercise price outstanding, Ending balance $ 1.51 $ 1.18
Intrinsic value outstsanding, Ending balance $ 72,960 $ 705,224
Number of shares, Exercisable 111,200  
Weighted average exercise price, Exercisable $ 1.51  
Weighted average remaining contractual term, Exercisable 5 years 4 months 20 days  
Intrinsic value, Exercisable $ 72,960  
v3.24.3
Equity (Details 2) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Equity [Abstract]    
Number of warrants outstanding, Beginning balance 1,035,000  
Weighted average exercise price outstanding, Beginning balance $ 7.09  
Weighted average remaining contractual term 9 months 29 days 1 year 7 months 6 days
Intrinsic value outstsanding, Beginning balance $ 355,600  
Number of warrants, Issued 0  
Weighted average exercise price, Issued $ 0  
Intrinsic value, Issued $ 0  
Number of warrants, Exercised 0  
Weighted average exercise price, Exercised $ 0  
Intrinsic value, Exercised $ 0  
Number of warrants outstanding, Ending balance 1,035,000 1,035,000
Weighted average exercise price outstanding, Ending balance $ 7.09 $ 7.09
Intrinsic value outstsanding, Ending balance $ 0 $ 355,600
Number of warrants, Exercisable 1,035,000  
Weighted average exercise price, Exercisable $ 7.09  
Weighted average remaining contractual term, exercisable 9 months 29 days  
Intrinsic value, Exercisable $ 0  
v3.24.3
Equity (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Aug. 31, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Class of Stock [Line Items]            
Preferred stock shares authorized   20,000,000   20,000,000   20,000,000
Preferred stock, par value   $ 0.001   $ 0.001   $ 0.001
Preferred stock liquidation preference per share   $ 10   $ 10    
Liquidation preference preferred stock   $ 1,718,100   $ 1,718,100    
Paid dividends on preferred stock   29,050 $ 29,050 58,100 $ 87,150  
Preferred dividends are in arrears   $ 58,100   $ 58,100   $ 29,050
Common stock, shares authorized   100,000,000   100,000,000   100,000,000
Common stock, par value   $ 0.001   $ 0.001   $ 0.001
Common stock, shares issued   3,001,216   3,001,216   2,905,016
Common stock, shares outstanding   3,001,216   3,001,216   2,905,016
Stock exchanged during period, shares 96,200          
Recognized stock option expense   $ 0 7,050 $ 14,100 21,150  
Stock warrant expense   $ 0 $ 0 $ 0 $ 0  
Notes Payable [Member] | Equity Option [Member]            
Class of Stock [Line Items]            
Stock exchanged during period, value $ 10,000          
Stock exchanged during period, shares 96,200          
Conversion price $ 0.80          
Notes Payable Related Parties [Member] | Equity Option [Member]            
Class of Stock [Line Items]            
Stock exchanged during period, value $ 66,960          
Stock exchanged during period, shares 96,200          
Conversion price $ 0.80          
Series A Convertible Preferred Stock [Member]            
Class of Stock [Line Items]            
Preferred stock, designated shares   600,000   600,000   600,000
Preferred stock, shares issued   166,000   166,000   166,000
Preferred stock, shares outstanding   166,000   166,000   166,000
Common Stock [Member] | Notes Payable [Member]            
Class of Stock [Line Items]            
Stock exchanged during period, value $ 10,000          
Conversion price $ 0.80          
Common Stock [Member] | Notes Payable Related Parties [Member]            
Class of Stock [Line Items]            
Stock exchanged during period, value $ 66,960          
Conversion price $ 0.80          
v3.24.3
Related Party Transactions (Details Narrative) - USD ($)
9 Months Ended
Mar. 01, 2024
Jun. 29, 2022
Sep. 30, 2024
Dec. 31, 2023
Oct. 31, 2021
Feb. 03, 2021
Related Party Transaction [Line Items]            
Notes payable advanced     $ 3,039,040 $ 2,088,000    
Equity Option [Member] | Equity Incentive Plan 2019 [Member] | Officers And Directors [Member]            
Related Party Transaction [Line Items]            
Stock options issued   20,000        
Impact on future earnings description     The total impact on earnings from this transaction is $56,400, which is being amortized over 24 months at a rate of $2,350 per month.      
First Horizon Bank [Member] | Loan Agreement [Member]            
Related Party Transaction [Line Items]            
Line of credit increased           $ 35,000,000
First Horizon Bank [Member] | Loan Agreement [Member] | Minimum [Member]            
Related Party Transaction [Line Items]            
Line of credit increased         $ 35,000,000  
First Horizon Bank [Member] | Loan Agreement [Member] | Maximum [Member]            
Related Party Transaction [Line Items]            
Line of credit increased         $ 45,000,000  
Office Lease [Member]            
Related Party Transaction [Line Items]            
Rent paid $ 7,048          
Office Lease [Member] | Chief Executive Officer [Member]            
Related Party Transaction [Line Items]            
Rent paid     $ 7,048      
v3.24.3
Commitments and Contingencies (Details Narrative)
Jun. 29, 2022
shares
Equity Option [Member] | CEO And CFO [Member] | Equity Incentive Plan 2019 [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Stock option issued 20,000

Standard Premium Finance (QX) (USOTC:SPFX)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025 Standard Premium Finance (QX) 차트를 더 보려면 여기를 클릭.
Standard Premium Finance (QX) (USOTC:SPFX)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025 Standard Premium Finance (QX) 차트를 더 보려면 여기를 클릭.