Standard Premium Finance Holdings, Inc 10-Q for FY2025 Q2
Standard Premium Finance Holdings, Inc. (SPFX)
About this 10-Q
Standard Premium Finance Holdings, Inc filed this 10-Q on August 12, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.12M
- down 0.1% from $3.12M a year earlier
- Net income
- $258.09K
- down 21.2% from net income of $327.45K a year earlier
- Diluted EPS
- $0.06
- down 33.3% from $0.09 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period
ended
or
For the transition period from to .
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
(Address of principal executive offices and Zip Code)
(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.
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).
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 | ☐ |
| ☒ | 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 ☐
There were
shares of common stock issued and outstanding as of August 11, 2025.
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, 2024, which was filed with the SEC on March 10, 2025. 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.
STANDARD PREMIUM FINANCE HOLDINGS, INC.
TABLE OF CONTENTS
Part I – FINANCIAL INFORMATION
| ||
Item 1. |
Financial Statements | 1 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk | 29 |
Item 4. |
Controls and Procedures | 29 |
PART II – OTHER INFORMATION
| ||
Item 1. |
Legal Proceedings | 29 |
Item 1A. |
Risk Factors | 29 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds | 29 |
Item 3. |
Defaults Upon Senior Securities | 29 |
Item 4. |
Mine Safety Disclosures | 29 |
Item 5. |
Other Information | 29 |
Item 6. |
Exhibits | 30 |
| SIGNATURES | 31 | |
i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
STANDARD PREMIUM FINANCE HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
JUNE 30, 2025
Table of Contents
ii
Standard Premium Finance Holdings, Inc. and Subsidiary
Consolidated Balance Sheets
June 30, 2025 (unaudited) and December 31, 2024
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Premium finance contracts and related receivable, net of allowance for credit
losses of $ |
|
|
||||||
| Prepaid expenses and other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Operating lease assets | ||||||||
| Finance lease assets | ||||||||
| OTHER ASSETS | ||||||||
| Cash surrender value of life insurance | ||||||||
| Deferred tax asset | ||||||||
| TOTAL OTHER ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Cash overdraft | $ | $ | ||||||
| Line of credit, net | ||||||||
| Drafts payable | ||||||||
| Note payable - current portion | ||||||||
| Note payable - stockholders and related parties - current portion | ||||||||
| Other loans - current portion | ||||||||
| Operating lease obligation - current portion | ||||||||
| Finance lease obligation - current portion | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| LONG-TERM LIABILITIES | ||||||||
| Note payable, net of current portion | ||||||||
| Note payable - stockholders and related parties, net of current portion | ||||||||
| Life insurance policy loan | ||||||||
| Operating lease obligation, net of current portion | ||||||||
| Finance lease obligation, net of current portion | ||||||||
| TOTAL LONG-TERM LIABILITIES | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (see Note 14) | ||||||||
| STOCKHOLDERS' EQUITY: | ||||||||
| Preferred stock, par value $ per share; million shares authorized, shares designated as Series A - convertible, issued and outstanding at June 30, 2025 and December 31, 2024 |
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|
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| Common stock, par value $ per share; million shares authorized, shares issued and outstanding at June 30, 2025 and December 31, 2024 |
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| Additional paid in capital | ||||||||
| Retained earnings | ||||||||
| TOTAL STOCKHOLDERS' EQUITY | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ | ||||||
See accompanying condensed notes to the consolidated unaudited financial statements.
| 1 |
Standard Premium Finance Holdings, Inc. and Subsidiary
Consolidated Statements of Operations
For the Three and Six Months Ended June 30, 2025 and 2024
(unaudited)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| REVENUES | |||||||||||||||||
| Finance charges | $ | $ | $ | $ | |||||||||||||
| Late charges | |||||||||||||||||
| Origination fees | |||||||||||||||||
| TOTAL REVENUES | |||||||||||||||||
| OPERATING COSTS AND EXPENSES | |||||||||||||||||
| Interest | |||||||||||||||||
| Salaries and wages | |||||||||||||||||
| Commissions | |||||||||||||||||
| Provision for credit losses | |||||||||||||||||
| Professional fees | |||||||||||||||||
| Postage | |||||||||||||||||
| Insurance | |||||||||||||||||
| Other operating expenses | |||||||||||||||||
| TOTAL COSTS AND EXPENSES | |||||||||||||||||
| INCOME BEFORE INCOME TAXES | |||||||||||||||||
| PROVISION FOR INCOME TAXES | |||||||||||||||||
| NET INCOME | |||||||||||||||||
| PREFERRED SHARE DIVIDENDS | ( | ) | ( | ) | ( | ) | |||||||||||
| NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | $ | $ | $ | |||||||||||||
| Net income per share attributable to common stockholders | |||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
See accompanying condensed notes to the consolidated unaudited financial statements.
| 2 |
Standard Premium Finance Holdings, Inc. and Subsidiary
Consolidated Statements of Changes in Stockholders’ Equity
For the Three and Six Months Ended June 30, 2025 and 2024
(unaudited)
| Series A Preferred Stock | Common Stock | Additional Paid-in | Retained | Total Stockholders' | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Options issued for services | — | — | ||||||||||||||||||||||||||
| Dividends paid on preferred stock | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Options issued for services | — | — | ||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| BALANCE AT JUNE 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Series A Preferred Stock | Common Stock | Additional Paid-in | Retained | Total Stockholders' | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Dividends paid on preferred stock | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Stock compensation | — | — | ||||||||||||||||||||||||||
| Dividends paid on preferred stock | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| BALANCE AT JUNE 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
See accompanying condensed notes to the consolidated unaudited financial statements.
| 3 |
Standard Premium Finance Holdings, Inc. and Subsidiary
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2025 and 2024
(unaudited)
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||
| NET INCOME | $ | $ | ||||||
| ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH | ||||||||
| PROVIDED BY OPERATING ACTIVITIES: | ||||||||
| Depreciation | ||||||||
| Amortization of right to use asset - operating lease | ||||||||
| Amortization of finance lease asset | ||||||||
| Provision for credit losses | ||||||||
| Amortization of loan origination fees | ||||||||
| Stock compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase)/Decrease in prepaid expenses and other current assets | ( | ) | ||||||
| (Increase)/Decrease in deferred tax asset, net | ( | ) | ( | ) | ||||
| Increase/(Decrease) in drafts payable | ||||||||
| Increase/(Decrease) in accrued expenses and other current liabilities | ||||||||
| Increase/(Decrease) in operating lease liability | ( | ) | ( | ) | ||||
| Net cash provided by operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Disbursements under premium finance contracts receivable, net | ( | ) | ( | ) | ||||
| Payments made on cash surrender value of life insurance | ( | ) | ( | ) | ||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Cash overdraft | ( | ) | ||||||
| Proceeds of line of credit, net of repayments | ||||||||
| Proceeds from loan on cash surrender value of life insurance, net of repayments | ||||||||
| Proceeds from notes payable | ||||||||
| Repayment of notes payable | ( | ) | ( | ) | ||||
| Proceeds from notes payable - stockholders and related parties | ||||||||
| Repayment of finance lease obligation | ( | ) | ( | ) | ||||
| Proceeds of other loans | ||||||||
| Repayment of other loans | ( | ) | ( | ) | ||||
| Dividends paid on Series A Convertible Preferred Stock | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| NET CHANGE IN CASH | ( | ) | ||||||
| CASH AT THE BEGINNING OF THE PERIOD | ||||||||
| CASH AT THE END OF THE PERIOD | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Income taxes | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING TRANSACTION: | ||||||||
| Operating lease assets obtained in exchange for lease liabilities | $ | $ | ||||||
See accompanying condensed notes to the consolidated unaudited financial statements.
| 4 |
Standard Premium Finance Holdings, Inc. and Subsidiary
Condensed Notes to Consolidated Financial Statements
June 30, 2025
(unaudited)
1. Principles of Consolidation and Description of Business
Standard Premium Finance Holdings, Inc. (“SPFX” 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-eight states.
The accompanying consolidated financial statements include the accounts of SPFX and its wholly-owned subsidiary SPFMC. SPFX 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, 2024.
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, 2024, 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
The Company experienced a cash overdraft of $
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”) Accounting Standards Codification 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, the Company follows ASC 835, Interest, and ASC 310, Receivables, to recognize its finance charge, late charge, and origination fee revenue as these revenue streams are exempt from ASC 606.
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 June 30, 2025 and December
31, 2024, the portfolio had an amortized cost basis of $
Allowance for Credit Losses
In developing a measurement of credit loss, institutions are required to segment financial assets into pools that share similar risk characteristics. The Company retains a third-party service provider to analyze its loan portfolio and create a financial model to better estimate its allowance for credit losses within the context of ASC 326, “Financial Instruments – Credit Losses”. Management, along with their service provider, performs an annual analysis to assist with the determination process of how financial assets should be segregated by risk. Based on this internal risk analysis performed on the Company’s historical datasets, assets are designated into asset classes based on asset codes and other credit quality indicators to provide structure based on similar risk characteristics or areas of risk concentration. Management, at the recommendation of the service provider, updated its allowance estimation model by including portfolio segmentation and the application of a separate methodology for each portfolio segment. The Company classifies its portfolio into two segments, (1) Due from Insured and (2) Due from Insurance Carrier. The segmentation is based on the respective payment and risk characteristics of each portfolio segment. The Company develops a systematic methodology to determine its allowance for credit losses at the portfolio segment level.
| 5 |
Standard Premium Finance Holdings, Inc. and Subsidiary Condensed Notes to Consolidated Financial Statements June 30, 2025 (unaudited) |
2. Summary of Significant Accounting Policies (Continued)
The Company utilized the vintage Probability of Default (PD) method for determining expected future credit losses for the Due from Insured portfolio segment. PD is a measure of the likelihood that a borrower will default on an asset or other financial obligation. Default refers to the failure by the borrower to make scheduled payments. Defaults are tracked historically by the percentage of assets in default to assets remaining in the pool by vintage cohort based on month after origination. Additionally, Loss Given Default (LGD) is a measure of the expected loss on a loan or asset in the event of default by the borrower. In other words, it is the amount of money that a lender is likely to lose if the borrower fails to make scheduled payments on the asset. The expectation of future defaults and loss given default are used as the basis for the allowance for credit losses on each asset by segment. The asset level ACLs are then aggregated by asset segment for reporting purposes.
The Company utilized the reporting period loss rate discounted cash flow method for determining expected future credit losses for the Due from Insurance Carrier portfolio segment. In a DCF model, projected cash flows by asset are adjusted for charge-offs, prepayments and amortization are discounted to their present value using the effective interest rate. The effective interest rate used in a DCF model is based on the stated rate that is adjusted for deferred fees and costs, and premiums and discounts. The technique considers future cash flows, adjusted for potential charge-off and prepayment activity, based on the Company's own historical experience. The difference between the discounted cash flow and the current amortized cost basis of the asset represents the allowance for credit losses (ACL). These asset-level ACLs are then aggregated for reporting purposes at the segment level. In a reporting period loss rate model, historical data is viewed from an historical reporting period perspective and grouped into segments that share similar characteristics, such as asset type, and credit quality. This allows the model to capture the unique cash flow profile of each segment over the contractual term of each pool.
When estimating credit losses, management considers the need to adjust historical segment loss, default, or prepayment information to reflect the extent to which management expects current conditions and reasonable and supportable forecasts to differ from the conditions that existed for the period over which historical information was evaluated and utilized in the model.
The adjustments to historical loss information may be qualitative in nature and should reflect changes related to relevant data which reflect differences in current asset specific risk characteristics, such as differences in underwriting standards, portfolio mix, or asset term within a segment at the reporting date or when an entity’s historical loss information is not reflective of the contractual term of the financial asset or group of financial assets.
This can include differences in:
| · | Nature and volume of the Company’s financial assets. |
| · | The volume, trend and severity of past-due financial assets, nonaccrual assets, watch, special mention, adversely classified, or independently graded assets, work-outs and restructurings. |
| · | Changes to the underlying value or liquidity of collateral on financial assets. |
| · | Management’s lending policies and procedures, including changes in underwriting standards, collections, write-offs and recovery practices. |
| · | The quality of the credit review system. |
| 6 |
Standard Premium Finance Holdings, Inc. and Subsidiary Condensed Notes to Consolidated Financial Statements June 30, 2025 (unaudited) |
2. Summary of Significant Accounting Policies (Continued)
| · | The experience, ability, and depth of lending, investment, and collections management, as well as other relevant staff. |
| · | The effect of other external factors, such as competition and regulatory, legal, and technological environments. |
| · | Actual and expected changes in the general market condition of either the geographical area or industry in which the Company has exposure. |
| · | Actual and expected changes in international, national, regional, and local economic and business conditions and developments that affect collectability of financial assets, including the condition of various market segments. |
| · | Additionally, concentration of credit and external factors such as competition, legal, and regulatory requirements are also assessed to refine the overall estimate of expected credit losses. This comprehensive approach ensures that the allowance for credit losses accurately reflects management's best judgment of future losses based on reasonable and supportable forecasts. |
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.
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 accounts receivable from customers, agents, and insurance companies. The
Company maintains its cash balances at two banks. Accounts at this financial institution are insured by the Federal Deposit Insurance
Corporation up to $
| Schedule of reconciliation between uninsured balances and cash per the consolidated balance sheets | ||||||||
| June 30, 2025 | December 31, 2024 | |||||||
| Uninsured balance | $ | $ | ||||||
| Plus: Insured balances | ||||||||
| Plus: Balances at institutions that do not exceed FDIC limit | ||||||||
| Plus: Cash overdraft | ||||||||
| Less: Outstanding checks | ( | ) | ( | ) | ||||
| Cash per Consolidated Balance Sheet | $ | $ | ||||||
| 7 |
Standard Premium Finance Holdings, Inc. and Subsidiary Condensed Notes to Consolidated Financial Statements June 30, 2025 (unaudited) |
2. Summary of Significant Accounting Policies (Continued)
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. The Company cancels policies at the earliest permissible date allowed by the statutory cancellation regulations.
Approximately
Cash Surrender Value of Life Insurance
The Company is the owner and beneficiary of a life
insurance policy on its president. The gross cash surrender value relative to the policy in place at June 30, 2025 and December 31, 2024,
was $
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:
| Schedule of property and equipment useful lives | ||
| Furniture and equipment | ||
| Computer equipment and software | ||
| Leasehold improvements |
Fair Value of Financial Instruments
The Company’s carrying amounts of financial instruments as defined by FASB ASC 825, “Disclosures about Fair Value of Financial Instruments”, including premium finance contracts and related receivables, prepaid expenses, cash surrender value of life insurance, 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.
| 8 |
Standard Premium Finance Holdings, Inc. and Subsidiary Condensed Notes to Consolidated Financial Statements June 30, 2025 (unaudited) |
2. Summary of Significant Accounting Policies (Continued)
Uncertain tax positions are recognized only when the Company believes it is more likely than not that the tax position will be upheld on examination by the taxing authorities based on the merits of the position. The Company has no material unrecognized tax benefits and no adjustments to its consolidated financial position, results of operations or cash flows were required as of June 30, 2025.
The Company filed consolidated tax returns for the
years ended December 31, 2024 and 2023, which are subject to examination by federal and state tax jurisdictions. The Company’s tax
returns for the previous three years remain open for audit by the respective tax jurisdictions. No income tax returns are currently under
examination by taxing authorities. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income
tax expense. The Company did
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.
The Company accounts for earnings (loss) per share in accordance with FASB ASC Topic No. 260 - 10, “Earnings Per Share”, which establishes the requirements for presenting earnings per share (“EPS”). FASB ASC Topic No. 260 - 10 requires the presentation of “basic” and “diluted” EPS on the face of the statement of operations. Basic EPS amounts are calculated using the weighted-average number of common shares outstanding during each period. Diluted EPS assumes the exercise of all stock options, warrants and convertible securities having exercise prices less than the average market price of the common stock during the periods, using the treasury stock method.
As of June 30, 2025 and 2024, the Company had potentially dilutive securities outstanding, including stock options, stock warrants, and convertible preferred stock. All outstanding stock options and warrants were fully vested as of the respective dates. The Company’s Series A Convertible Preferred Stock is convertible into common stock at 80% of the average market price over a 30-day period, at the Company’s discretion. These instruments were evaluated for dilutive effect and included in the diluted EPS calculation to the extent they were not antidilutive.
| 9 |
Standard Premium Finance Holdings, Inc. and Subsidiary Condensed Notes to Consolidated Financial Statements June 30, 2025 (unaudited) |
2. Summary of Significant Accounting Policies (Continued)
Reconciliation of Weighted-Average Shares Outstanding – Three Months Ended:
| Schedule of outstanding options and warrants on earnings per share | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Basic weighted-average shares outstanding | ||||||||
| Effect of dilutive stock options (treasury stock method) | ||||||||
| Effect of dilutive preferred stock (if-converted method) | ||||||||
| Diluted weighted-average shares outstanding | ||||||||
Reconciliation of Weighted-Average Shares Outstanding – Six Months Ended:
| June 30, 2025 | June 30, 2024 | |||||||
| Basic weighted-average shares outstanding | ||||||||
| Effect of dilutive stock options (treasury stock method) | ||||||||
| Effect of dilutive preferred stock (if-converted method) | ||||||||
| Diluted weighted-average shares outstanding | ||||||||
The Company determined that all outstanding warrants as of June 30, 2025 and 2024 were antidilutive and therefore excluded them from the diluted EPS computation. No adjustments to net income were required for the diluted earnings per share calculation for the periods presented.
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 November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures about reportable segments but does not change the definition of a segment or the guidance for determining reportable segments. The new guidance requires disclosure of significant segment expenses that are (1) regularly provided to (or easily computed from information regularly provided to) the chief operating decision maker ("CODM") and (2) included in the reported measure of segment profit or loss. The new standard also requires companies to disclose the title and position of the individual (or the name of the committee) identified as the CODM, allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources, and is applicable to companies with a single reportable segment. The requirements are effective for annual reporting periods beginning on January 1, 2024, and are required to be applied retrospectively. The Company has adopted the additional disclosure requirements under ASU 2023-07. The additional requirements did not have a material impact on the financial statements.
| 10 |
Standard Premium Finance Holdings, Inc. and Subsidiary Condensed Notes to Consolidated Financial Statements June 30, 2025 (unaudited) |
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 to eleven months 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. Upon cancellation of an insurance premium finance contract, the unearned premium on the contract becomes due from the insurance carrier. The Company bifurcates its Premium Finance Contracts Receivable into two segments for reporting and allowance calculation purposes. The segments are (1) Due from Insured and (2) Due from Insurance Carrier.
At June 30, 2025 and December 31, 2024, premium finance contract and agents’ receivable consists of the following:
| Schedule of premium finance contract and agents’ receivable | ||||||||
| Description | June 30, 2025 | December 31, 2024 | ||||||
| Contracts due from insured | $ | $ | ||||||
| Contracts due from insurance carrier | ||||||||
| Insurance premium finance contracts gross | ||||||||
| Amounts due from agents | ||||||||
| Less: Unearned interest | ( | ) | ( | ) | ||||
| Insurance premium finance contract net | ||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
The allowance for credit losses at June 30, 2025 and December 31, 2024 are as follows:
| Schedule of allowance for credit losses | ||||||||
| June 30, 2025 | December 31, 2024 | |||||||
| Allowance for contracts due from insured | $ | $ | ||||||
| Allowance for contracts due from insurance carrier | ||||||||
| Allowance for amounts due from agents | ||||||||
| 11 |
Standard Premium Finance Holdings, Inc. and Subsidiary Condensed Notes to Consolidated Financial Statements June 30, 2025 (unaudited) |
3. Premium Finance Contracts, Related Receivable and Allowance for Credit Losses (Continued)
Activity in the allowance for credit losses for the three months ended June 30, 2025 and the year ended December 31, 2024 are as follows:
| Schedule of allowance for credit losses activity | ||||||||
| June 30, 2025 | December 31, 2024 | |||||||
| Balance at the beginning of the year | $ | $ | ||||||
| Current year provision | ||||||||
| Write-offs charged against the allowance | ( | ) | ( | ) | ||||
| Recoveries of amounts previously charged off | ||||||||
| Balance at end of the period | $ | $ | ||||||
The Company maintains an allowance that includes the expected write-offs of principal and interest. Provisions and write-offs per the note disclosures above are displayed at gross amounts, which include provisions and write-offs of both principal and unearned interest. The write-offs are allocated between the principal (i.e. provision for credit losses) and interest (i.e. contra-revenue) on the income statement. The following table shows a reconciliation between the total provision per this note and provision for credit losses on the consolidated statement of operations:
| Schedule of reconciliation between the total provision per the footnote and the provision for credit losses | ||||||||
| For the three months ended
June 30, | ||||||||
| 2025 | 2024 | |||||||
| Current additions to the allowance | $ | $ | ||||||
| Less: Contra-revenues | ( | ) | ( | ) | ||||
| Provision for credit losses | $ | $ | ||||||
| For the six months ended
June 30, | ||||||||
| 2025 | 2024 | |||||||
| Current additions to the allowance | $ | $ | ||||||
| Less: Contra-revenues | ( | ) | ( | ) | ||||
| Provision for credit losses | $ | $ | ||||||
The aging analyses of contract receivables as of June 30, 2025 and December 31, 2024 are as follows:
| Schedule of aging analyses of past-due contract receivables | ||||||||||||||||||||||||||||
| As of June 30, 2025 | 30–59 Days | 60–89 Days | 90-119 Days | Greater
Than 120 Days | Total Past-Due | Current | Grand Total | |||||||||||||||||||||
| Premium finance contracts: | ||||||||||||||||||||||||||||
| Due from insured | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Due from insurance carrier | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| 12 |
Standard Premium Finance Holdings, Inc. and Subsidiary Condensed Notes to Consolidated Financial Statements June 30, 2025 (unaudited) |
3. Premium Finance Contracts, Related Receivable and Allowance for Credit Losses (Continued)
| As of December 31, 2024 |
|
30–59 Days |
|
|
60–89 Days |
|
|
90-119 Days |
|
|
Greater
Than 120 Days |
|
|
Total Past-Due |
|
|
Current |
|
|
Grand Total |
|
|||||||
| Premium finance contracts: | ||||||||||||||||||||||||||||
| Due from insured | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Due from insurance carrier | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
4. Property and Equipment, Net
The Company’s property and equipment consists of the following:
| Schedule of property and equipment | ||||||||
| June 30, 2025 | December 31, 2024 | |||||||
| Computer Software | $ | $ | ||||||
| Automobile | ||||||||
| Furniture & Fixtures | ||||||||
| Leasehold Improvements | ||||||||
| Computer Equipment | ||||||||
| Property and equipment, gross | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
The Company recorded depreciation expense in other
operating expenses of $
5. Leases
The Company accounts for leases in accordance with
ASC Topic 842. The Company used an incremental borrowing rate of
Office lease – On March 1, 2024, the
Company entered into a two (
Secure facility lease – On September
26, 2022, the Company entered into a three (
| 13 |
Standard Premium Finance Holdings, Inc. and Subsidiary Condensed Notes to Consolidated Financial Statements June 30, 2025 (unaudited) |
5. Leases (Continued)
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 $
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 $
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 $
| Schedule of lease cost | ||||||||||
| Leases | Classification | June 30, 2025 | December 31, 2024 | |||||||
| Right-of-use assets | Operating lease assets | $ | $ | |||||||
| Server lease | Finance lease assets | |||||||||
| Total lease assets | $ | $ | ||||||||
| Current operating lease liability | Current operating lease liabilities | $ | $ | |||||||
| Non-current operating lease liability | Long-term operating lease liabilities | |||||||||
| Total operating lease liabilities | $ | $ | ||||||||
| Current finance lease liability | Current finance lease liabilities | $ | $ | |||||||
| Non-current finance lease liability | Long-term finance lease liabilities | |||||||||
| Total finance lease liabilities | $ | $ | ||||||||
The weighted-average remaining lease term was
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 June 30, 2025 and December 31, 2024, the draft payable balances are $
| 14 |
Standard Premium Finance Holdings, Inc. and Subsidiary Condensed Notes to Consolidated Financial Statements June 30, 2025 (unaudited) |
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 $
At June 30, 2025 and December 31, 2024, the advance
rate was
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 June 30, 2025 and December 31, 2024.
8. Other Loans
On April 18, 2020, the Company entered into a $
| 15 |
Standard Premium Finance Holdings, Inc. and Subsidiary Condensed Notes to Consolidated Financial Statements June 30, 2025 (unaudited) |
8. Other Loans (Continued)
On June 22, 2022, the Company executed a loan modification
with Woodforest National Bank (“WNB”) allowing for the repayment of the PPP loan to WNB. This loan was fully repaid in April
2025. For the three months ended June 30, 2025 and 2024, the Company paid interest on this loan of $
On April 12, 2024, the Company entered into a
$
9. Notes Payable
At June 30, 2025 and December 31, 2024, the balances of long-term unsecured notes to unrelated parties are as follows:
| Schedule of the balances of long-term unsecured notes to unrelated parties | ||||||||
| June 30, 2025 | December 31, 2024 | |||||||
| Total notes payable - Others | $ | $ | ||||||
| Less current maturities | ( | ) | ( | ) | ||||
| Long-term maturities | $ | $ | ||||||
These are notes payable to individuals. The notes
have interest payable monthly, ranging from
| 16 |
Standard Premium Finance Holdings, Inc. and Subsidiary Condensed Notes to Consolidated Financial Statements June 30, 2025 (unaudited) |
10. Notes Payable – Stockholders and Related Parties
At June 30, 2025 and December 31, 2024, the balances of long-term notes payable to stockholders and related parties are as follows:
| Schedule of related parties | ||||||||
| June 30, 2025 | December 31, 2024 | |||||||
| Total notes payable - Related parties | $ | $ | ||||||
| Less current maturities | ( | ) | ( | ) | ||||
| Long-term maturities | $ | $ | ||||||
These are notes payable to stockholders and related
parties. The notes have interest payable monthly of
11. Equity
Preferred Stock
As of June 30, 2025, the Company was authorized to issue million shares of preferred stock with a par value of $ per share, of which shares had been designated as Series A convertible and 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 $
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 June 30, 2025 and 2024, the Board of Directors has declared and paid
dividends on the preferred stock of $
| 17 |
Standard Premium Finance Holdings, Inc. and Subsidiary Condensed Notes to Consolidated Financial Statements June 30, 2025 (unaudited) |
11. Equity (Continued)
December 31, 2024 dividends in arrears were declared and paid in January 2025. March 31, 2025 dividends in arrears were declared and paid in May 2025. June 30, 2025 dividends in arrears were declared and paid in July 2025.
Common Stock
As of both June 30, 2025 and December 31, 2024, the Company was authorized to issue million shares of common stock with a par value of $ per share, of which shares were issued and outstanding.
Stock Options
In 2019, the Company’s Board of Directors approved the creation of the 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan provides for the issuance of incentive stock options to designated employees, certain key advisors and non-employee members of the Board of Directors with the opportunity to receive grant awards to acquire, in the aggregate, up to 300,000 shares of the Corporation’s common stock. The following table summarizes information about employee stock options outstanding at June 30, 2025:
| Schedule of employee stock options outstanding | ||||||||||||||||||||||
| Outstanding Options | Vested Options | |||||||||||||||||||||
| Number Outstanding at June 30, 2025 | Weighted Average Remaining Term | Weighted Average Exercise Price | Number Exercisable at June 30, 2025 | Weighted Average Remaining Term | Weighted Average Exercise Price | |||||||||||||||||
| $ | $ | |||||||||||||||||||||
| years | $ | years | $ | |||||||||||||||||||
A summary of information regarding the stock options outstanding is as follows:
| Schedule of share-based payment arrangement, option, activity | |||||||||||||||||
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Intrinsic Value | ||||||||||||||
| Outstanding at December 31, 2024 | $ | years | $ | ||||||||||||||
| Issued | — | ||||||||||||||||
| Exercised | — | ||||||||||||||||
| Outstanding at June 30, 2025 | $ | years | $ | ||||||||||||||
| Exercisable at June 30, 2025 | $ | years | $ | ||||||||||||||
The aggregate intrinsic value is calculated as
the difference between the exercise price of the underlying awards and the closing price of the Common Stock, which was $ per
share on June 30, 2025 and $ per share on December 31, 2024. During the three
months ended June 30, 2025 and 2024, the Company recognized $
| 18 |
Standard Premium Finance Holdings, Inc. and Subsidiary Condensed Notes to Consolidated Financial Statements June 30, 2025 (unaudited) |
11. Equity (Continued)
Stock Warrants
A summary of information regarding the stock warrants outstanding is as follows:
| Schedule of stock warrants | |||||||||||||||||
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Intrinsic Value | ||||||||||||||
| Outstanding at December 31, 2024 | $ | years | |||||||||||||||
| Issued | — | ||||||||||||||||
| Expired | ) | $ | — | ||||||||||||||
| Exercised | — | ||||||||||||||||
| Outstanding at June 30, 2025 | $ | years | |||||||||||||||
| Exercisable at June 30, 2025 | $ | years | |||||||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing price of the Common Stock, which was $ per share on June 30, 2025 and $ per share on December 31, 2024. The warrants vested immediately. During each of the three and six months ended June 30, 2025 and 2024, the Company recognized no stock warrant expense.
12. Executive Compensation Agreements
Restricted Stock Units
On March 31, 2025, the Company entered into five-year employment agreements with its Chief Executive Officer and Chief Financial Officer, which included grants of restricted stock units (“RSUs”) subject to both performance-based and time-based vesting conditions. The fair value of each RSU was determined based on the fair value of the Company’s common stock on the grant date.
The performance-based RSU grant consisted of
units in total, with a grant-date fair value of $
The time-based RSU grant consisted of units,
which vest in five equal annual installments of 2,000 RSUs each on December 31 of each year from 2025 through 2029. The aggregate grant-date
fair value of the time-based RSUs was $
| 19 |
Standard Premium Finance Holdings, Inc. and Subsidiary Condensed Notes to Consolidated Financial Statements June 30, 2025 (unaudited) |
12. Executive Compensation Agreements – Continued
For the three and six months ended June 30, 2025 and 2024, the Company recognized $ and $ of stock-based compensation expense related to RSUs, respectively.
As of June 30, 2025, the Company had a total of $ of unrecognized compensation expense related to RSUs. This includes:
| · | $ related to 5,250 performance-based RSUs deemed probable of vesting, which is expected to be recognized over the remaining service period through December 31, 2025; and |
| · | $ related to time-based RSUs, which is being recognized on a straight-line basis over the remaining 54-month vesting period ending December 31, 2029. |
In addition, the Company has not recognized any compensation expense for 32,250 performance-based RSUs with a grant-date fair value of $61,275, as the related performance conditions were not considered probable of achievement as of June 30, 2025.
Cash Performance Awards
The March 31, 2025 employment agreements with the
Company’s CEO and CFO also include cash performance awards payable on December 31, 2025, contingent upon the achievement of certain
financial and operational performance targets. As of June 30, 2025, the Company determined that a portion of the performance conditions
were probable of being met and recognized $ of compensation expense during the three and six months ended June 30, 2025. The maximum
potential combined payout under these awards is $
13. 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
As discussed in Note 5, the Company entered into 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. 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 $
Notes payable
As discussed in Note 10, the Company has been advanced
funds by its shareholders. As of June 30, 2025 and December 31, 2024, the amounts advanced were $
| 20 |
Standard Premium Finance Holdings, Inc. and Subsidiary Condensed Notes to Consolidated Financial Statements June 30, 2025 (unaudited) |
14. Commitments and Contingencies
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.
15. Segment Reporting
The Company is engaged in a single line of business as an insurance premium finance company, providing loans to customers for the purchase of insurance. The Company has identified a committee, the CODM Committee, composed of its Chief Executive Officer and Chief Financial Officer, as the chief operating decision maker (“CODM”), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses the availability on its line of credit (see Note 7) and prevailing interest rates, which are not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay distributions. The Company’s operations constitute a single operating segment, and therefore, a single reportable segment, because the CODM Committee manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. The Company's segment revenue and expenses are in line with what is in the Company's consolidated statements of operations and includes all significant categories that are provided to the CODM for review. Also, the segment assets are the same as those reported in the Company's consolidated balance sheets.
16. Subsequent Events
In July 2025, the Company issued $
In July 2025, the Board of Directors declared and
paid dividends on the Series A convertible preferred stock of $
| 21 |
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 $100,000, with repayment terms ranging from 6 to 10 months, although we may offer larger loans under circumstances we deem appropriate. Qualified customers may have multiple loans with us concurrently, which we believe provides opportunities for repeat business, as well as increased value for 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, Connecticut, Florida, Georgia, Massachusetts, Maryland, Michigan, North Carolina, Pennsylvania, South Carolina, Texas, and Virginia. Throughout 2024 and 2025, we have obtained additional licenses for a total of thirty-seven states. We intend to continue to expand our market into new states as part of our organic growth strategy. Loans originate 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 subordinate noteholders that pays monthly interest to the investors. We have also used proceeds from operating cash flow to fund loans in the past and continue to finance a portion of our outstanding loans with these funds. See Liquidity and Capital Resources for additional information regarding our financing strategy.
The Company’s main source of funding is its line of credit, which represented approximately 62% ($44,409,474) of its capital and total liabilities as of June 30, 2025. As of June 30, 2025, the Company’s subordinated notes payable and other loans represented approximately 18% ($12,988,442) of the Company’s capital and total liabilities, operating liabilities provide approximately 9% ($6,691,409) 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 9% ($6,231,838) of the Company’s capital and total liabilities.
| 22 |
Key Financial and Operating Metrics
We regularly monitor a series of metrics in order to measure our current performance and project our future performance. These metrics aid us in developing and refining our growth strategies and making strategic decisions.
As of or for the Three Months Ended June 30, | ||||||||
2025 (unaudited) | 2024 (unaudited) | |||||||
| Gross Revenue | $ | 3,115,824 | $ | 3,119,300 | ||||
| Originations | $ | 40,324,340 | $ | 40,355,061 | ||||
| Interest Earned Rate | 18.12 | % | 17.58 | % | ||||
| Cost of Funds Rate, Gross | 7.18 | % | 8.02 | % | ||||
| Cost of Funds Rate, Net | 5.47 | % | 6.53 | % | ||||
| Reserve Ratio | 2.66 | % | 2.43 | % | ||||
| Provision Rate | 0.97 | % | 0.75 | % | ||||
| Return on Assets | 1.31 | % | 1.71 | % | ||||
| Return on Equity | 14.98 | % | 23.87 | % | ||||
As of or for the Six Months Ended June 30, | ||||||||
2025 (unaudited) | 2024 (unaudited) | |||||||
| Gross Revenue | $ | 6,011,956 | $ | 5,949,252 | ||||
| Originations | $ | 77,930,937 | $ | 79,570,466 | ||||
| Interest Earned Rate | 18.12 | % | 17.38 | % | ||||
| Cost of Funds Rate, Gross | 6.97 | % | 8.58 | % | ||||
| Cost of Funds Rate, Net | 5.22 | % | 6.44 | % | ||||
| Reserve Ratio | 2.66 | % | 2.43 | % | ||||
| Provision Rate | 0.81 | % | 0.67 | % | ||||
| Return on Assets | 1.56 | % | 1.16 | % | ||||
| Return on Equity | 17.98 | % | 15.68 | % | ||||
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.
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.
| 23 |
RESULTS of OPERATIONS
Results of Operations for the Three Months ended June 30, 2025 Compared to the Three Months ended June 30. 2024
| Summary of Comparative Results | ||||||||||||||||
| For the three months ended | ||||||||||||||||
| June 30, 2025 (unaudited) | June 30, 2024 (unaudited) | Increase/ (Decrease) ($) | Increase/ (Decrease) (%) | |||||||||||||
| Revenues: | ||||||||||||||||
| Finance charges | $ | 2,756,924 | $ | 2,718,138 | 38,786 | 1.4 | % | |||||||||
| Late charges | 258,218 | 301,392 | (43,174 | ) | (14.3 | %) | ||||||||||
| Origination charges | 100,682 | 99,770 | 912 | 0.9 | % | |||||||||||
| Gross revenue | 3,115,824 | 3,119,300 | (3,476 | ) | (0.1 | %) | ||||||||||
| Expenses: | ||||||||||||||||
| Interest | 1,029,611 | 1,115,938 | (86,327 | ) | (7.7 | %) | ||||||||||
| Salaries and wages | 530,930 | 533,488 | (2,558 | ) | (0.5 | %) | ||||||||||
| Commissions | 432,039 | 345,346 | 86,693 | 25.1 | % | |||||||||||
| Provision for credit losses | 390,751 | 304,066 | 86,685 | 28.5 | % | |||||||||||
| Professional fees | 56,463 | 86,116 | (29,653 | ) | (34.4 | %) | ||||||||||
| Postage | 31,109 | 30,208 | 901 | 3.0 | % | |||||||||||
| Insurance | 43,319 | 50,805 | (7,486 | ) | (14.7 | %) | ||||||||||
| Other operating expenses | 256,134 | 218,093 | 38,041 | 17.4 | % | |||||||||||
| Total costs and expenses | 2,770,356 | 2,684,060 | 86,296 | 3.2 | % | |||||||||||
| Income before income taxes | 345,468 | 435,240 | (89,772 | ) | (20.6 | %) | ||||||||||
| Provision for income taxes | 87,381 | 107,788 | (20,407 | ) | (18.9 | %) | ||||||||||
| Net income | 258,087 | 327,452 | (69,365 | ) | (21.2 | %) | ||||||||||
Revenue
Revenue remained stable, decreasing by 0.1% overall or $3,476 to $3,115,824 for the three months ended June 30, 2025 from $3,119,300 for the three months ended June 30, 2024. A 14.3%, or $43,174, decrease in late charges was partially offset by a 1.4%, or $38,786, increase in finance charges. Revenue from finance charges comprised 88.5% and 87.1% of overall revenue for the three months ended June 30, 2025 and 2024, respectively.
During the three months ended June 30, 2025 compared to the three months ended June 30, 2024, the company’s new loan originations remained stable, decreasing by $30,721. The stability in new loan originations provided additional interest revenue as the interest earned rate increased by 0.5% to 18.1% from 17.6% for the three months ended June 30, 2025 and 2024, respectively. Additionally, the total quantity of loan originations remained stable, decreasing by 470 for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. 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 loans to our customers, the company has greater borrowing power, giving it the opportunity to generate additional loans. 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.
| 24 |
Expense
Expenses increased by 3.2% or $86,296 to $2,770,356 for the three months ended June 30, 2025 from $2,684,060 for the three months ended June 30, 2024.
The increase in expenses was primarily due to increases in the following categories:
| · | $86,685 increase in provision for credit losses as a result of increases to the size of the loan portfolio. We maintained consistent allowance practices throughout 2025, which kept the reserves adequate for the size of the growing loan receivable portfolio. | |
| · | $86,693 increase in commission expense as a result of competitive forces within agent relations. |
The increase in expenses was partially offset primarily by a decrease in the following category:
| · | $86,327 decrease in interest expense as a result of decreases in the line of credit interest rate. Due to benchmark interest rate decreases adopted by the Federal Reserve Board at the end of 2024, interest rates throughout the marketplace have decreased accordingly. Our line of credit features a variable interest rate based on one-month SOFR. As of June 30, 2025 and 2024, our line of credit’s interest rate was 7.07% and 8.08%, respectively. |
Income before Taxes
Income before taxes decreased by $89,772 to $345,468 for the three months ended June 30, 2025 from $435,240 for the three months ended June 30, 2024. This decrease was attributable to the net increases and decreases as discussed above.
Income Tax Provision
Income tax provision decreased $20,407 to $87,381 for the three months ended June 30, 2025 from $107,788 for the three months ended June 30, 2024. This decrease was primarily attributable to a decrease in taxable income.
Net Income
Net Income decreased by $69,365 to $285,087 for the three months ended June 30, 2025 from $327,452 for the three months ended June 30, 2024. This decrease was attributable to the $89,772 decrease in income before taxes related partially offset by the $20,407 decrease in the provision for income taxes.
Results of Operations for the Six Months ended June 30, 2025 Compared to the Six Months ended June 30. 2024
| Summary of Comparative Results | ||||||||||||||||
| For the six months ended | ||||||||||||||||
| June 30, 2025 (unaudited) | June 30, 2024 (unaudited) | Increase/ (Decrease) ($) | Increase/ (Decrease) (%) | |||||||||||||
| Revenues: | ||||||||||||||||
| Finance charges | $ | 5,287,179 | $ | 5,169,338 | 117,841 | 2.3 | % | |||||||||
| Late charges | 533,725 | 578,762 | (45,037 | ) | (7.8 | %) | ||||||||||
| Origination charges | 191,052 | 201,152 | (10,100 | ) | (5.0 | %) | ||||||||||
| Gross revenue | 6,011,956 | 5,949,252 | 62,704 | 1.1 | % | |||||||||||
| Expenses: | ||||||||||||||||
| Interest | 1,968,566 | 2,199,097 | (230,531 | ) | (10.5 | %) | ||||||||||
| Salaries and wages | 1,031,548 | 1,063,136 | (31,588 | ) | (3.0 | %) | ||||||||||
| Commissions | 845,581 | 731,889 | 113,692 | 15.5 | % | |||||||||||
| Provision for credit losses | 630,266 | 529,179 | 101,087 | 19.1 | % | |||||||||||
| Professional fees | 119,552 | 188,349 | (68,797 | ) | (36.5 | %) | ||||||||||
| Postage | 60,990 | 60,265 | 725 | 1.2 | % | |||||||||||
| Insurance | 103,361 | 98,563 | 4,798 | 4.9 | % | |||||||||||
| Other operating expenses | 468,591 | 478,940 | (10,349 | ) | (2.2 | %) | ||||||||||
| Total costs and expenses | 5,228,455 | 5,349,418 | (120,963 | ) | (2.3 | %) | ||||||||||
| Income before income taxes | 783,501 | 599,834 | 183,667 | 30.6 | % | |||||||||||
| Provision for income taxes | 189,585 | 153,580 | 36,005 | 23.4 | % | |||||||||||
| Net income | 593,916 | 446,254 | 147,662 | 33.1 | % | |||||||||||
| 25 |
Revenue
Revenue increased by 1.1% overall or $62,704 to $6,011,956 for the six months ended June 30, 2025 from $5,949,252 for the six months ended June 30, 2024. The increase in revenue was primarily due to a 2.3% or $117,841 increase in finance charges, partially offset by a $45,037 decrease in late charges. Revenue from finance charges comprised 87.9% and 86.9% of overall revenue for the six months ended June 30, 2025 and 2024, respectively.
During the six months ended June 30, 2025 compared to the six months ended June 30, 2024, the company’s new loan originations decreased by $1,639,529. This decrease was due largely to increased marketing efforts during the first quarter of 2024, primarily by hiring additional marketing representatives in Florida and Texas, which was not matched in the second quarter of 2025, due to a reduction in marketing staff. Additionally, the total quantity of loan originations remained stable, decreasing by 470 for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. 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 loans to our customers, the company has greater borrowing power, giving it the opportunity to generate additional loans. 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 decreased by 2.3% or $120,963 to $5,228,455 for the six months ended June 30, 2025 from $5,349,418 for the six months ended June 30, 2024.
The decrease in expenses was primarily due to decreases in the following categories:
| · | $230,531 decrease in interest expense as a result of decreases in the line of credit interest rate. Due to benchmark interest rate decreases adopted by the Federal Reserve Board at the end of 2024, interest rates throughout the marketplace have decreased accordingly. Our line of credit features a variable interest rate based on one-month SOFR. As of June 30, 2025 and 2024, our line of credit’s interest rate was 7.07% and 8.08%, respectively. | |
| · | $68,797 decrease in professional fees primarily as a result of the termination of a consulting agreement in December 2024 and the timing of audit related fees. | |
| · | $31,588 decrease in salaries and wages primarily as a result of a reduction in marketing personnel, partially offset by increased wage rates for salaried and hourly employees. |
The decrease in expenses was partially offset by increases in the following categories:
| · | $113,692 increase in commission expense as a result of competitive forces within agent relations. | |
| · | $101,087 increase in provision for credit losses as a result of increases to the size of the loan portfolio. We maintained consistent allowance practices throughout 2025, which kept the reserves adequate for the size of the growing loan receivable portfolio. |
Income before Taxes
Income before taxes increased by $183,667 to $783,501 for the six months ended June 30, 2025 from $599,834 for the six months ended June 30, 2024. This increase was attributable to the net increases and decreases as discussed above.
Income Tax Provision
Income tax provision increased $36,005 to $189,585 for the six months ended June 30, 2025 from $153,580 for the six months ended June 30, 2024. This increase was primarily attributable to an increase in taxable income.
Net Income
Net Income increased by $147,662 to $593,916 for the six months ended June 30, 2025 from $446,254 for the six months ended June 30, 2024. This increase was attributable to the $183,667 increase in income before taxes offset by the $36,005 increase in the provision for income taxes.
| 26 |
LIQUIDITY and CAPITAL RESOURCES as of June 30, 2025
We had $14,143 of cash and a working capital surplus of $14,733,266 at June 30, 2025. 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 its current 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 June 30, 2025, 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. The Company is currently negotiating a new line of credit on similar or better terms with the existing and prospective lenders. We believe that we will be able to obtain an extension of our current line of credit or negotiate a replacement line of credit with no material impact on our operations. We anticipate that the interest rate we pay on our revolving credit agreement may decrease due to the recently adopted benchmark interest rate decreases by the Federal Reserve Board. 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 six months ended June 30, 2025, the Company raised an additional $65,000 in subordinated notes payable – related parties and $429,006 in subordinated notes payable. The Company repaid $188,000 of notes payable. The Company utilizes its inflows from subordinated debt as a financing source before drawing additionally from the line of credit.
Future Cash Requirements
As the Company anticipates its growth patterns to continue, a larger line of credit is paramount to fueling this growth. The Company’s line of credit is $50,000,000 and its maturity on its line of credit facility is November 30, 2025. The Company is currently negotiating an extension, including an increase to its line of credit capacity. We believe that we will be able to obtain an extension of our current line of credit or negotiate a replacement line of credit with no material impact on our operations, although no additional extension has been executed. 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.
| 27 |
In developing a measurement of credit loss, institutions are required to segment financial assets into pools that share similar risk characteristics. The Company retains a third-party service provider to analyze its loan portfolio and create a financial model to better estimate its allowance for credit losses within the context of ASC 326, “Financial Instruments – Credit Losses”. Management, along with their service provider, performs an annual analysis to assist with the determination process of how financial assets should be segregated by risk. Based on this internal risk analysis performed on the Company’s historical datasets, assets are designated into asset classes based on asset codes and other credit quality indicators to provide structure based on similar risk characteristics or areas of risk concentration. Management, at the recommendation of the service provider, updated its allowance estimation model by including portfolio segmentation and the application of a separate methodology for each portfolio segment. The Company classifies its portfolio into two segments, (1) Due from Insured and (2) Due from Insurance Carrier. The segmentation is based on the respective payment and risk characteristics of each portfolio segment. The Company develops a systematic methodology to determine its allowance for credit losses at the portfolio segment level.
The Company utilized the vintage Probability of Default (PD) method for determining expected future credit losses for the Due from Insured portfolio segment. PD is a measure of the likelihood that a borrower will default on an asset or other financial obligation. Default refers to the failure by the borrower to make scheduled payments. Defaults are tracked historically by the percentage of assets in default to assets remaining in the pool by vintage cohort based on month after origination. Additionally, Loss Given Default (LGD) is a measure of the expected loss on a loan or asset in the event of default by the borrower. In other words, it is the amount of money that a lender is likely to lose if the borrower fails to make scheduled payments on the asset. The expectation of future defaults and loss given default are used as the basis for the allowance for credit losses on each asset by segment. The asset level ACLs are then aggregated by asset segment for reporting purposes.
The Company utilized the reporting period loss rate discounted cash flow method for determining expected future credit losses for the Due from Insurance Carrier portfolio segment. In a DCF model, projected cash flows by asset are adjusted for charge-offs, prepayments and amortization are discounted to their present value using the effective interest rate. The effective interest rate used in a DCF model is based on the stated rate that is adjusted for deferred fees and costs, and premiums and discounts. The technique considers future cash flows, adjusted for potential charge-off and prepayment activity, based on the Company’s own historical experience. The difference between the discounted cash flow and the current amortized cost basis of the asset represents the allowance for credit losses (ACL). These asset-level ACLs are then aggregated for reporting purposes at the segment level. In a reporting period loss rate model, historical data is viewed from an historical reporting period perspective and grouped into segments that share similar characteristics, such as asset type, and credit quality. This allows the model to capture the unique cash flow profile of each segment over the contractual term of each pool.
Stock-Based Compensation
We account for stock-based compensation by measuring and recognizing as compensation expense the fair value of all share-based payment awards made to directors, executives, employees and consultants, including employee stock options related to our 2019 Equity Incentive Plan and stock warrants based on estimated grant date fair values. The determination of fair value involves a number of significant estimates. We use the Black Scholes option pricing model to estimate the value of employee stock options and stock warrants, which requires a number of assumptions to determine the model inputs. These include the expected volatility of our stock and employee exercise behavior which are based expectations of future developments over the term of the option.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
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 June 30, 2025. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at June 30, 2025 at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
| 28 |
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, 2024 filed with the Securities and Exchange Commission (“SEC”) on March 10, 2025 (“2024 Form 10-K”), which could adversely affect our business, financial condition, results of operations and cash flows. During the three months ended June 30, 2025, there have been no material changes in our risk factors disclosed in our 2024 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 June 30, 2025, no director or officer
of the Company
| 29 |
Item 6. Exhibits.
Exhibit Index
______________________________________
* Indicates a management contract or compensatory plan or arrangement.
| 30 |
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: August 12, 2025 |
||||||||
| 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) |
||||||||
| 31 |
Exhibit 3.4
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
STANDARD PREMIUM FINANCE HOLDINGS, INC.
(Document Number P16000041522)
* * *
Pursuant to the provisions of Section 507.1006 of the Florida Business Corporation Act, the undersigned Corporation adopts the following Articles of Amendment to its Articles of Incorporation.
FIRST: The name of the Corporation is Standard Premium Finance Holdings, Inc.
SECOND: Article 9 Initial Directors and Officers is hereby renamed Article 9 Board of Directors
THIRD: Article 9 Board of Directors is hereby amended to read as follows:
The Corporation shall have eleven (11) directors on its Board of Directors.
This amendment was duly adopted by the Board of Directors with shareholder approval.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment as of January 8, 2020.
STANDARD PREMIUM FINANCE HOLDINGS, INC.
By: __/s/ William Koppelmann______________
William Koppelmann, President
EXHIBIT 31.1
CERTIFICATIONS
I, William Koppelmann, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Standard Premium Finance Holdings, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 12, 2025
| By: | /s/ William Koppelmann | |
| William Koppelmann Principal Executive Officer |
||
EXHIBIT 31.2
CERTIFICATIONS
I, Brian Krogol, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Standard Premium Finance Holdings, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 12, 2025
| By: | /s/ Brian Krogol | |
| Brian Krogol Principal Financial Officer |
||
EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, William Koppelmann, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Standard Premium Finance Holdings, Inc. on Form 10-Q for the fiscal quarter ended June 30, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Standard Premium Finance Holdings, Inc.
August 12, 2025
| By: | /s/ William Koppelmann | |
| William Koppelmann Principal Executive Officer |
||
I, Brian Krogol, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Standard Premium Finance Holdings, Inc. on Form 10-Q for the fiscal quarter ended June 30, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Standard Premium Finance Holdings, Inc.
August 12, 2025
| By: | /s/ Brian Krogol | |
| Brian Krogol Principal Financial Officer |
||