Standard Premium Finance Holdings, Inc 10-K for FY2022
Standard Premium Finance Holdings, Inc. (SPFX)
About this 10-K
Standard Premium Finance Holdings, Inc filed this 10-K on March 17, 2023, covering the fiscal year ended December 31, 2022 (FY2022).
Headline figures
Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $8.16M
- up 6.4% from $7.66M a year earlier
- Net income
- $806.13K
- down 8.0% from net income of $876.32K a year earlier
- Diluted EPS
- $0.21
- down 25.0% from $0.28 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM
______________________________
For the fiscal year
ended
or
Commission File No.
_____________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
(Title of Class)
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(S. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The aggregate market value of the Registrant’s common stock held
by non-affiliates of the Registrant on June 30, 2022, the last business day of the Registrant’s
most recently completed second fiscal quarter, was approximately $
shares of common stock were issued and outstanding as of March 17, 2023.
DOCUMENTS INCORPORATED BY REFERENCE
None.
STANDARD PREMIUM FINANCE HOLDINGS, INC.
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2022
TABLE OF CONTENTS
| PAGE | |||
| Part I | |||
| Item 1 | Business | 1 | |
| Item 1A | Risk Factors | 9 | |
| Item 1B | Unresolved Staff Comments | 14 | |
| Item 2 | Properties | 14 | |
| Item 3 | Legal Proceedings | 14 | |
| Item 4 | Mine Safety Disclosures | 14 | |
| Part II | |||
| Item 5 | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 15 | |
| Item 6 | [Reserved] | 15 | |
| Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 | |
| Item 7A | Quantitative and Qualitative Disclosures about Market Risk | 20 | |
| Item 8 | Financial Statements and Supplementary Data | 20 | |
| Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 20 | |
| Item 9A | Controls and Procedures | 20 | |
| Item 9B | Other Information | 21 | |
| Item 9C | Disclosures Regarding Foreign Jurisdictions that Prevent Inspections | 21 | |
| Part III | |||
| Item 10 | Directors, Executive Officers and Corporate Governance | 22 | |
| Item 11 | Executive Compensation | 26 | |
| Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 28 | |
| Item 13 | Certain Relationships and Related Transactions, and Director Independence | 30 | |
| Item 14 | Principal Accountant Fees and Services | 31 | |
| Part IV | |||
| Item 15 | Exhibit and Financial Statement Schedules | 32 | |
| Item 16 | Form 10-K Summary | 33 | |
| Signatures | 34 | ||
Explanatory Note
This Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) contains certain financial statements and information for the year ended December 31, 2021 filed by Standard Premium Finance Holdings, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on its Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 25, 2022.
In connection with preparing the unaudited Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 for the Quarterly Report on Form 10-Q filed on November 14, 2022, the Company determined that it previously incorrectly classified its Increase/Decrease in Premium Finance Contracts Receivable as operating activities. Beginning in the third quarter of 2022, pursuant to the advice of a technical expert, the Company adjusted its consolidated statements of cash flows to present Increase/Decrease in Premium Finance Contracts Receivable as investing activities in accordance with ASC 230, Statement of Cash Flows.
The consolidated statement of cash flows for the year ended December 31, 2021 contained in this Form 10-K has been restated to reflect these adjustments to the presentation. These changes have no impact on previously reported consolidated statements of operations and balance sheets as well as earnings per share.
See Note 3 – Adjustment to Statement of Cash Flows to the Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information regarding the restated Consolidated Statement of Cash Flows information contained in this Form 10-K.
| i |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K 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 this Annual Report. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.
Forward-looking statements represent intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements.
Each of the terms the “Company” and “Standard Premium” as used herein refers collectively to Standard Premium Finance Holdings, Inc. and its wholly owned subsidiaries, unless otherwise stated.
| ii |
PART I
| ITEM 1. | BUSINESS |
Overview
We were incorporated in the State of Florida in 1991 under the name Standard Premium Finance Management Corporation. In 2016 we established a holding company structure under the name Standard Premium Finance Holdings, Inc., a Florida corporation, with Standard Premium Finance Management Corporation as our wholly-owned subsidiary. Unless the context requires otherwise or unless stated otherwise, references in this registration statement to the “Company,” “Standard Premium,” “we,” “our” and “us” refer to Standard Premium Finance Holdings, Inc. and its wholly-owned subsidiary, Standard Premium Finance Management Corporation, on a consolidated basis.
We are a specialized finance company that makes collateralized loans to businesses and individuals to finance the insurance premiums they pay on their commercial property and casualty insurance policies. We began our business in 1991 and currently operate in seventeen states. We have developed relationships with insurance agents and brokers located in our market area who offer insurance premium loans as a service to their customers which we underwrite. We evaluate each insurance premium loan application according to our loan underwriting criteria. Upon our approval of an insurance premium loan, the borrower makes a down payment, generally 20% to 25% of the annual premium on the financed insurance policy, and we provide the balance of the annual premium required to purchase the policy. The borrower pays us a fixed monthly amount over the next nine (9) to ten (10) months. In the event the borrower defaults in its loan payment obligation, we are contractually authorized to terminate the insurance policy and receive the amount of the unearned premium paid on the insurance policy. The unearned premium on the insurance policy represents the portion of the insurance premium subject to return if the policy is cancelled before the full term of the policy is completed. The unearned premium serves as the collateral for our insurance premium loans and are designed to fully pay off the balance of the insurance premium loan in the event of a default. We have the contractual right to cancel the insurance policy and receive the amount of the unearned premium if the borrower defaults on repayment of any loan payment to us. Because of this collateral security feature of our insurance premium loans, we consider our loans to be of high quality and low risk. Standard Premium commenced operations in 1991 for the specific purpose of providing financing for property and casualty insurance premiums. Standard Premium:
| · | maintains current state licenses to operate a premium finance company, |
| · | meets or exceeds all statutory net worth requirements, |
| · | maintains professional liability insurance with an A rated major insurance carrier with limits of $500,000, in compliance with all state requirements, |
| · | has secured and maintained computer hardware and licensed software to conduct its business in a timely fashion, |
| · | has a revolving senior credit line and long-term debt in the form of subordinated corporate notes to help finance its loan production, |
| · | has secured a long-term lease on office space which it currently occupies, and which is sufficient to meet future needs, |
| · | has developed a set of working procedures by which it operates, |
| · | generates daily management control reports, |
| · | has cultivated and maintained relationships with various independent insurance agents providing the source of all new and renewal business, and |
| · | currently finances approximately 80 million dollars in insurance premiums annually. |
The Property and Casualty Insurance Premium Finance Market
Commercial insurance performs a critical role in the world economy. Without it, the economy could not function. Insurers essentially protect the economic system from failure by assuming the risks inherent in the production of goods and services. All businesses share a need for insurance: Without the right insurance coverage, each could be wiped out by a disaster or a lawsuit. The Insurance Information Institute reported that $359.6 billion of commercial lines insurance premiums were generated in the U.S. in 2021.
The insurance premium finance industry began in Pennsylvania in 1933 and has grown along with the U.S. economy. It is estimated that approximately 15% of the $360 billion U.S. commercial property and casualty premiums were financed in 2021, generating $54 billion of insurance premium finance loans.
There are several reasons that an insurance policy buyer would choose to finance its insurance premiums. Financing an insurance premium is much like any other commercial or consumer purchase. It is financed based on the insured’s decision resulting from current economic trends and other considerations. For some customers, insurance premium financing is a convenient way to buy insurance without tying up working capital or accessing other credit sources. Other customers, who do not have the means to pay the premium in full at the time of purchase, consider premium financing a necessity. When customers finance insurance policies, they enter into a contract with the insurance premium finance company to obtain a loan. The contract assigns the borrower’s rights to all unearned premiums and dividends on the policy to the insurance premium finance company and appoints the insurance premium finance company as its ‘attorney in fact.’ The power of attorney signed by the borrower gives the insurance premium finance company the right to cancel the insurance policy in the event of non-payment of a loan installment and to receive all unearned premiums and credits from the insurance company. The customer, upon executing the premium financing loan contract, makes the initial down payment and agrees to pay back the principal with interest in monthly payments. The unearned premium of the insurance policy provides the collateral for each loan.
| 1 |
Our Loan Referral Base
The bulk of our insurance premium loans are originated through insurance agents and brokers who recommend our insurance premium loan program to their clients who would like to finance their insurance premiums. We currently market our loans through more than 850 independent insurance brokers and agents located in seventeen states. For risk management purposes, we have a policy of limiting the amount of loans to the customers of any one insurance broker or agent to 5% of our outstanding loan portfolio. We may change this policy at any time based on then-existing market conditions or otherwise, at the discretion of our CEO.
Our website includes a portal for our brokers and agents, which allows them to quote premiums and print drafts and finance agreements online. The drafts and agreements are forwarded to us for loan underwriting, risk management and approval. Our brokers and agents do not have the authority to bind us to making a loan.
We compensate the insurance brokers and agents for their loan origination service through commissions which are authorized and regulated by the states in which we do business. The commission paid is generally tied to the gross revenue that the loan generates. For example, rates are determined by the size of the loan, and, to a certain degree, the rating of the insurance company as well as the creditworthiness of the borrower. Further, the higher the interest rate the loan generates, the higher the commission to the broker. In addition, the Company offers a rewards program (where permitted by State Law) for our insurance brokers and agents. Under the rewards program, points are earned based on amount of financed premiums. These points are then redeemable for travel and merchandise. The rewards program is equivalent to 1/10th of one percent (.001) of the amount financed and is in addition to payment of commissions.
We do not have any exclusive or long-term arrangements with the insurance agents and brokers that make up our referral base and they have other sources of premium financing at their disposal. We have no contractual relationship with the insurance agents and brokers requiring them to recommend us to their clients. However, in connection with each premium loan we make, the borrower’s agent or broker:
| · | Certifies that the policies being financed have been issued and delivered and that the required down payment has been paid by or on behalf of the insured; |
| · | Warrants that the premium finance agreement evidences a bona fide and legal transaction and that the insured is of legal age and has capacity to contract; |
| · | Warrants that the insured’s signature is genuine and that the agent or broker has delivered a copy of the premium finance agreement to the insured; |
| · | States that the financed policies do not contain an audit or reporting form; |
| · | Acknowledges that it is not affiliated in any capacity or manner with us; and |
| · | Agrees that in the event of cancellation the financed policy to remit the gross unearned commissions or unearned premiums to us upon request. |
In the property and casualty insurance industry, some insurance policies contain provisions for audits or other additional reporting. These provisions may allow the insurance company to evaluate (audit) the insurance premium after cancellation. Such provisions may delay or reduce the amount of unearned premium. Since the unearned premium represents the collateral in our loan, this would have a detrimental effect on us. It is Company policy to avoid financing these types of policies.
Employees
As of December 31, 2022, we had 23 employees, 21 of whom were full-time employees. Our full-time employees are covered by a corporate benefit plan for major medical and hospitalization. None of our employees are members of a labor union or subject to a collective bargaining agreement. All of our employees are “at will” with no guaranteed period of employment, with the exception of our Vice President of Technology, who has a fixed contract of employment until February 28, 2023. We believe our employee relations are satisfactory.
Our Insurance Premium Loans
Our insurance premium finance loans are typically provided to small- and medium-sized businesses to finance the purchase of commercial property and casualty insurance policies with a one-year term. Insurance premium loans are generally in the range of $2,000 to $50,000 per loan. The customer typically pays 25% of the annual policy premium at the initiation of coverage and we provide the balance of the premium at that time. Our loans have a nine (9) to ten (10) month term. The purpose of this is two-fold; first, by making the financing term shorter than the policy term, a small “surplus” of collected funds is developed that helps ensure that the balance due is paid off by refund of the unearned premium in case of cancellation, and second, it gives the insured a two to three-month break in payments before the policy term expires and the process repeats for the renewal of the policy.
| 2 |
Insurance premiums are earned by the insurance company over the term of the policy. If the policy is terminated prior to completion of the term, a refund of the unearned portion of the policy premium is made. If the policy was financed, the refund of unearned premiums goes to the insurance premium finance lender with any amount received by the lender in excess of the amount owed by the borrower being refunded to the borrower.
The following table illustrates the “surplus” between the unearned premium and the loan balance based on a typical annual premium of $10,000 with a $2,500 (25%) deposit paid by the borrower at the inception of the loan. In this scenario, the insurance premium finance company advances $7,500 and the borrower repays the loan in 10 monthly payments of $750. Note that interest is excluded in this example to highlight the collateral on the principal balance.
| Months in Force |
Payments Made |
Payment (Principal Only) |
Principal Balance |
Unearned Premium |
“Surplus” |
| 1 | 0 | $0 | $7,500 | $7,890 | $390 |
| 2 | 1 | $750 | $6,750 | $7,150 | $400 |
| 3 | 2 | $750 | $6,000 | $6,410 | $410 |
| 4 | 3 | $750 | $5,250 | $5,670 | $420 |
| 5 | 4 | $750 | $4,500 | $4,930 | $430 |
| 6 | 5 | $750 | $3,750 | $4,190 | $440 |
| 7 | 6 | $750 | $3,000 | $3,450 | $450 |
| 8 | 7 | $750 | $2,250 | $2,710 | $460 |
| 9 | 8 | $750 | $1,500 | $1,970 | $470 |
| 10 | 9 | $750 | $750 | $1,230 | $480 |
| 11 | 10 | $750 | $0 | $490 | $490 |
Although this is a typical representation of a loan in our portfolio, we may be undercollateralized depending on certain factors, including, but not limited to, lower down payments, minimum earned premiums, fully-earned fees and taxes, governmental filings, audit provisions, longer payment terms, and other competitive factors. See Item 1A, Risk Factors, for more information about our loan risks.
We had $51,525,950 and $48,505,827 in premium finance loans outstanding as of December 31, 2022 and December 31, 2021, respectively. As of December 31, 2022, we have 16,248 active premium finance loans in nine states. The following is a summary of our premium loan portfolio as of December 31, 2022:
| State | Loans | Total Premiums |
Down Payment |
Amount Financed |
Total Outstanding |
| Florida | 9,279 | 69,048,609 | 16,623,792 | 52,424,818 | 30,241,755 |
| Georgia | 1,773 | 14,608,060 | 3,628,853 | 10,979,207 | 6,265,193 |
| North Carolina | 3,429 | 14,018,258 | 2,963,710 | 11,054,549 | 5,953,967 |
| South Carolina | 962 | 9,011,346 | 1,807,145 | 7,204,201 | 4,375,526 |
| Texas | 775 | 10,960,007 | 2,732,479 | 8,227,528 | 4,527,292 |
| All other states | 30 | 288,739 | 68,912 | 219,828 | 162,217 |
| Grand Total | 16,248 | $ 117,935,019 | $ 27,824,891 | $ 90,110,131 | $ 51,525,950 |
| 3 |
As of December 31, 2021, we had 17,177 active premium finance loans in six states. The following is a summary of our premium loan portfolio as of December 31, 2021:
| State | Loans | Total Premiums |
Down Payment |
Amount Financed |
Total Outstanding |
| Arizona | 32 | $ 316,424 | $ 83,859 | $ 232,565 | $ 166,935 |
| Florida | 9,387 | 56,888,481 | 13,965,648 | 42,922,833 | 25,472,851 |
| Georgia | 1,894 | 20,406,469 | 4,740,603 | 15,665,866 | 9,039,219 |
| North Carolina | 4,081 | 14,398,619 | 3,021,722 | 11,376,897 | 6,232,725 |
| South Carolina | 934 | 6,316,059 | 1,360,353 | 4,955,706 | 3,130,630 |
| Texas | 849 | 10,029,682 | 2,619,754 | 7,409,928 | 4,463,467 |
| Grand Total | 17,177 | $ 108,355,734 | $ 25,791,939 | $ 82,563,795 | $ 48,505,827 |
Credit Quality Information
The following table presents credit-related information at the “class” level in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 310-10-50, Disclosures about the Credit Quality of Finance Receivables and the Allowance for Credit Losses. A class is generally a disaggregation of a portfolio segment. In determining the classes, the Company considered the finance receivable characteristics and methods it applies in monitoring and assessing credit risk and performance.
The following table summarizes finance receivables by the risk ratings that regulatory agencies utilize to classify credit exposure, and which are consistent with indicators the Company monitors. Risk ratings are reviewed on a regular basis and are adjusted as necessary for updated information affecting the borrowers’ ability to fulfill their obligations.
We analyze and rate our receivables based on the amount of unearned premium (i.e. collateral) on a loan based on a “worst case” cancellation date. Loans that would be undercollateralized as of this hypothetical cancellation are deemed to be Special Mention loans. The Company monitors the amount at which Special Mention receivables are undercollateralized. The Company strategically balances its exposure to undercollateralized loans, while staying competitive in the markets it serves.
The definitions of these ratings are as follows:
| ● | Pass – finance receivables in this category do not meet the criteria for classification in one of the categories below. |
| ● | Special mention – a special mention asset exhibits potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may, at some future date, result in the deterioration of the repayment prospects. |
| ● | Classified – a classified asset ranges from: 1) assets that are inadequately protected by the current sound worth and paying capacity of the borrower, and are characterized by the distinct possibility that some loss will be sustained if the deficiencies are not corrected to 2) assets with weaknesses that make collection or liquidation in full unlikely on the basis of current facts, conditions, and values. Assets in this classification can be accruing or on non-accrual depending on the evaluation of these factors. |
| ● | Pass loan collateral in excess of receivable value – the total amount of excess collateral over the receivable on loans classified as “pass” loans. All “pass” loans are fully collateralized based on the value of the unearned premium (i.e. collateral) compared to the unpaid balance of the loan. If a “pass” receivable were to undergo an assumed cancellation as of the respective balance sheet date, the Company would not experience a loss. |
| ● | Special mention receivable in excess of collateral value – the total amount of excess receivable over collateral on loans classified as “special mention” loans. All “special mention” loans are undercollateralized based on the value of the unearned premium (i.e. collateral) compared to the unpaid balance of the loan. If a “special mention” receivable were to undergo an assumed cancellation as of the respective balance sheet date, the Company would experience a loss. The assumed cancellation of all “special mention” loans would result in a loss in the amount of the “’Special mention’ receivable in excess of collateral value. |
| 4 |
As of December 31, 2022 and December 31, 2021, the Company considered $231,943 and $85,908, respectively, of lacking collateral as adequate for the level of risk associated with these loans while staying competitive within the industry. Management does not believe any of its receivables would be considered Classified. Our Finance Receivables by risk rating:
| December 31, 2022 | December 31, 2021 | |||||||
| Pass | $ | 48,140,051 | $ | 46,732,372 | ||||
| Special mention | 3,385,899 | 1,773,455 | ||||||
| Classified | — | — | ||||||
| Total | $ | 51,525,950 | $ | 48,505,827 | ||||
| “Pass” loan collateral in excess of receivable value | 20,021,347 | 19,509,775 | ||||||
| “Special mention” receivable in excess of collateral value | 231,943 | 85,908 | ||||||
The Company regularly monitors each contract for payment status, sending late notices and cancelling contracts at the earliest permissible date allowed by the statutory cancellation regulations. In maintaining a proper allowance for doubtful accounts, the Company monitors past due accounts and ensures an allowance for older receivables, generally over 120 days. However, in this industry, even though accounts are highly aged and appear stale, they are still collectible. Unearned premiums on cancelled accounts may be held at insurance companies for varying periods, though they are still highly collectible. The Company regularly contacts the insurance companies to ensure collectability. Historically, the Company has managed its allowance conservatively ensuring an allowance balance that encompasses uncollectible accounts. In the following table, the Company defines “Non-performing loans without a specific reserve” as defaulted loans over 120 days. All other loans are considered “Performing loans evaluated collectively.” At December 31, 2022 and December 31, 2021, there were no loans with deteriorated credit quality.
Finance Receivables – Method of impairment calculation:
| December 31, 2022 | December 31, 2021 | |||||||
| Performing loans evaluated individually | $ | — | $ | — | ||||
| Performing loans evaluated collectively | 50,805,522 | 47,908,571 | ||||||
| Non-performing loans without a specific reserve | 720,428 | 597,256 | ||||||
| Non-performing loans with a specific reserve | — | — | ||||||
| Total | $ | 51,525,950 | $ | 48,505,827 | ||||
Revenue Recognition
Finance charges on insurance premium installment contracts are initially recorded as unearned interest and are credited to income monthly over the term of the finance agreement. For Florida, Georgia, North Carolina and Texas contracts, an initial service fee of $20 per contract and the first month’s interest, on a pro rata basis, are recognized as income at the inception of a contract. The same treatment is applied to the $15 initial service fee and first month’s interest in South Carolina. The initial $20 per contract fee can only be charged once to an insured in a twelve-month period. In accordance with industry practice, finance charges are recognized as income using the “Rule of 78s” method of amortizing finance charge income, which does not materially differ from the interest method of amortizing finance charge income on short term receivables. Late charges are recognized as income when charged. Maximum late fee charges are mandated by state regulations. The Company charges late fees at the earliest permissible date based on the late fee regulations of the state in which the loan originated. Furthermore, the Company charges the maximum permissible late fee based on the state in which the loan originated. Unearned interest is netted against Premium Finance Contracts and Related Receivables on the balance sheet for reporting purposes.
Debt Summary and Sources of Liquidity
Below is a summary of some of our debt and sources of liquidity. The discussion below does not discuss all of our debt. Please see the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as our financial statements and the notes to those financial statements contained elsewhere in Item 8 of this Form 10-K for additional information about debt and sources of liquidity.
| 5 |
Line of Credit
On October 5, 2018, the Company entered into an exclusive twenty-four month loan agreement with Woodforest National Bank (“WNB”) for a revolving line of credit in the amount of $25,000,000. The Company recorded $164,396 of loan origination costs. On July 30, 2019, the Company’s line of credit was modified to $27,500,000, maturing October 5, 2020. On October 5, 2020, the Company’s line of credit was extended to a maturity date of January 5, 2021. Interest expense on this line of credit for the years ended December 31, 2022 and 2021 totaled approximately $0 and $86,000, respectively. This line of credit was fully paid off on February 3, 2021 (see below).
On February 3, 2021, the Company entered into an exclusive twenty-four month loan agreement with First Horizon Bank (“FHB”), our senior lender, for a revolving line of credit in the amount of $35,000,000, which was immediately funded for $25,974,695 to pay off the prior line of credit with WNB. On this date, the line of credit with WNB was fully repaid and terminated. The Company recorded $180,350 of loan origination costs. In October 2021, the Company increased its line of credit with First Horizon Bank from $35,000,000 to $45,000,000. The Company recorded $25,771 of line of credit costs related to the credit increase. In November 2022, the Company extended the maturity on its line of credit agreement with FHB until November 30, 2025. This extension also changed the Index Rate of the line of credit from 30-Day Libor to 30-Day Secured Overnight Financing Rate (“SOFR”) in anticipation of the phase-out of Libor on June 30, 2023. The Company recorded $117,228 of line of credit costs related to this extension.
At December 31, 2022 and December 31, 2021, the advance rate was 85% of the aggregate unpaid balance of the Company’s eligible accounts receivable. The line of credit is secured by all Company assets and is personally guaranteed by our CEO and two directors of the Company. The line of credit bears interest at 30-Day SOFR plus 2.35-2.85% per annum (6.87% and 3.35% at December 31, 2022 and 2021, respectively). The terms of the Line of Credit agreement provide for a minimum interest of 3.35% when the 30-day SOFR falls below 0.50%. For the year ended December 31, 2021, the minimum rate of 3.35% was in effect. As of December 31, 2022 and 2021, the amount of principal outstanding on the line of credit was $32,821,347 and 30,537,067, respectively, and is reported on the consolidated balance sheet net of $107,722 and 60,692, respectively, of unamortized loan origination fees. Interest expense on this line of credit for the years ended December 31, 2022 and 2021 totaled approximately $1,554,000 and $854,000, respectively. The Company recorded amortized loan origination fee for the years ended December 31, 2022 and 2021 of $70,198 and $142,980, respectively.
The Company’s agreement with FHB contains certain financial covenants and restrictions. Under these restrictions, all the Company’s assets are pledged to secure the line of credit, the Company must maintain certain financial ratios such as an adjusted tangible net worth ratio, interest coverage ratio and senior leverage ratio. The loan agreement also provides for certain covenants such as audited financial statements, notice of change of control, budget, permission for any new debt, copy of filings with regulatory bodies, and minimum balances. Management believes it was in compliance with the applicable debt covenants as of December 31, 2022 and December 31, 2021.
Promissory Notes to Unrelated Parties
These are notes payable to individuals. The notes have interest payable monthly, ranging from 6% to 8% per annum and are unsecured and subordinated. The principal is due on various dates through March 31, 2027. The notes roll-over at periods from 8 months to 4 years on maturity unless the note holder requests repayment through written instructions within 90 days prior to the expiration date. Interest expense on these notes totaled approximately $507,000 and $475,000 during the year ended December 31, 2022 and 2021, respectively. The Company received proceeds on these notes of $575,511 and $1,246,047 for the years ended December 31, 2022 and 2021, respectively. The Company repaid principal on these notes of $288,400 and $77,400 for the years ended December 31, 2021 and 2020, respectively.
In April 2022, the Company exchanged $250,000 of these notes for 25,000 shares of Series A Convertible Preferred Stock at a price of $10.00 per share. There were no gains or losses on this exchange.
Promissory Notes to Stockholders and Related Parties
These are notes payable to stockholders and related parties. The notes have interest payable monthly ranging from 6% to 8% per annum and are unsecured and subordinated. The principal is due on various dates through August 31, 2026. The notes roll-over at periods from 1 to 4 years on maturity unless the note holder requests repayment through written instructions within 90 days prior to the expiration date. Interest expense on these notes totaled approximately $156,000 and $170,000 during the year ended December 31, 2022 and 2021, respectively. The Company received proceeds on these notes of $35,000 and $168,000 for the years ended December 31, 2022 and 2021, respectively. The Company repaid principal on these notes of $181,302 and $25,000 for the years ended December 31, 2022 and 2021, respectively.
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In January 2022, the Company exchanged $20,000 of these notes payable for 2,000 shares of Series A Convertible Preferred Stock at a price of $10.00 per share. There were no gains or losses on this exchange.
Series A Convertible Preferred Stock
The Company is authorized to issue 600,000 shares of Series A Convertible Preferred Stock, $.001 par value. As of December 31, 2022 and 2021, there were 166,000 and 99,000 shares, respectively, of Series A convertible preferred stock issued and outstanding for $10.00 per share.
In the event of any liquidation, dissolution or winding up of the Company, the holders of preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock, an amount equal to $10 for each share of preferred stock, plus all unpaid dividends that have been accrued, accumulated or declared. As of December 31, 2022, the total liquidation preference on the preferred stock is $1,689,050. The Company may redeem the preferred stock from the holders at any time following the second anniversary of the closing of the original purchase of the preferred stock. The Series A Convertible Preferred Stock can be converted to common stock at 80% of the prevailing market price over the previous 30-day period at the option of the Company.
Holders of preferred stock are entitled to receive preferential cumulative dividends, only if declared by the board of directors, at a rate of 7% per annum per share of the liquidation preference amount of $10 per share. December 31, 2021 dividends in arrears were declared and paid in January 2022. March 31, 2022 dividends in arrears were declared and paid in April 2022. June 30, 2022 dividends in arrears were declared and paid in July 2022. September 30, 2022 dividends in arrears were declared and paid in October 2022. December 31, 2022 dividends in arrears were declared and paid in January 2023. As of January 2023, all dividends in arrears had been declared and paid.
Our Customers
The majority of our customers are small- to medium-sized businesses seeking property and casualty insurance through local independent insurance agents. We currently operate in seventeen states where the premium finance laws are favorable to making insurance premium finance loans. Premiums on these commercial insurance policies are written on a semi-annual or annual basis exclusively and insurance premium finance loans are repaid over a maximum of 4 and 10 consecutive monthly payments, respectively. Substantially all of our loans are written for a nine- to ten-month term with the balance written for a six-month term. Premiums on these financed policies typically range between $2,000 to $50,000. At December 31, 2022 and December 31, 2021, we have 16,248 and 17,177 premium finance loans outstanding, respectively. The types of policies we finance vary. They are most often motor truck cargo, physical damage and liability, commercial auto, commercial general liability, commercial package policies, professional liability, and commercial property. Most of the policies we finance are written through local independent insurance agents. The insurance companies they represent generally do not provide premium payment plans.
Competition
Our industry is highly competitive with three types of competitors. Fifteen of our largest competitors are national premium finance firms primarily owned by commercial banks, which write over 50% of all premium finance loans. A second type of competitor is comprised of regional premium finance companies owned by entrepreneurs. Our remaining competitors are smaller, local companies many of which are affiliated with insurance agencies. There is low barrier to entry into the business as regulations do not require passing any tests or having substantial capital. A prime requirement for success in the industry is access to low-cost capital as profits are substantially related to the spread between the cost of capital and interest earned on premium finance loans. Because of the secure nature of insurance premium finance loans, our industry is intensely competitive:
| · | Large National Finance Companies are owned or affiliated with financial institutions and make up approximately 50% of the financed premiums in the industry today. Since access to capital is plentiful and cost of funds are historically low, these finance companies seek the security of the premium finance industry to get valued returns with minimal risk. However, since these competitors oftentimes lack the agility or desire to develop personal relationships, they generally seek out the largest premiums solely by offering the lowest rates. |
| · | Regional finance companies compete for business in smaller regional territories throughout the U.S. These companies are typically owned by entrepreneurs that raise debt privately and leverage it with a bank or similar asset-based lender. While these regional competitors manage to maintain some of the benefits of the smaller companies on a relationship level, they lack access to capital enjoyed by large institutionally owned competitors. Thus, they are limited to modest organic growth with limited exit strategy. |
| · | Smaller locally operated finance companies generally conduct business in the state in which they are domiciled and typically limit their business to that state, county, or municipality. These companies are often family-owned and operated and can even be affiliated with an insurance agency or agencies or even a small insurance company. While these smaller competitors are able to develop personal relationships, owners often lack the experience, business acumen and access to capital enjoyed by their larger competitors. |
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Marketing
The servicing of loans for policy premiums of $2,000 to $50,000 can be time consuming and require responsive customer service, but competition in this segment is less intense. Our customers generally do not have an insurance expert on staff, and they rely of their brokers or agents to recommend insurance premium finance companies. Our referral base has access to multiple alternate insurance premium finance sources operating in the national, regional and local level. We believe we compete against our competitors primarily on the quality of our technology, which allows our agents and brokers to receive a quick response to a loan application and the quality of the personalized servicing of our loans which we provide. We believe that we are successful because our technology and customer service helps our referral sources achieve their own customer satisfaction and retention. We have a website for our customers and agents at www.standardpremium.com. We have four employees who act as our marketing representatives in the field. They call on our broker and agent base and seek new brokers and agents to represent us to their clients. Our main marketing activities are the establishment and maintenance of relationships with our loan referral sources. We do not market or advertise our loan services directly to the parties receiving our loans but rather depend upon insurance agents and brokers to advise their clients who wish to finance their premiums about our insurance premium loan program.
Regulation
In most states, insurance premium finance companies are regulated by the Insurance Departments or Offices of Insurance Regulation in which they operate. Each state has specific laws regulating items such as interest rates, late charges, loan terms, forms, audit provisions, cancellation requirements among others. In addition, each state has the ability to audit each finance company and requires annual reports to be submitted. The following chart illustrates the relevant rules and regulations for states in which we operate as of December 31, 2021.
| AZ | FL | GA | NC | SC | TX | TN | VA | |
| Service Charge per contract | $10 | $20 | $20 | $15 | $20 | >$1,000 $20 <$1,000 $25 |
4% of loan up to $15 max | $15 |
| Limit on Service Charge | None | once per annum |
None | None |
Once per annum |
None | once per annum |
Once per contract |
| Late Charge Minimum (Consumer) | 5% Max. $10 | $10 | $1.50 | $1.00 | $1.00 | 5% | 2 | None |
| Percentage (Consumer) | 5% | NO | 5% | 5% | 5% | 5% | 5% | 5% |
| Late Charge Minimum (Commercial) | 5% | $10 | $1.50 | $1.00 | $1.00 | 5% | $2.00 | None |
| Percentage (Commercial) | 5% | 5% | 5% | 5% | 5% | 5% | 5% | 5% |
| Grace Period (days) | 5 | 5 | 5 | 5 | 0 | 10 | 10 | 7 |
| Days to Cancel | 10 | 10 | 10 | 10 | 10 | 10 | 10 | 10 |
| Cancellation Fee | $15 | $0 |
$5 Consumer $15 Commercial |
$0 | $0 | $5 | $5 | $0 |
| Returned Check Fee | $10 or Actual | $15 | $20 | Varies |
Filed w State |
Varies | $0 | $20 |
| Minimum amount to Refund to Borrower | $1 | $1 | $5 | $1 | $3 | $5 | $1 | Not specified |
| Interest Method |
36% up to $1,000 24% exceeding $1,000 |
1% Add-on | 1% Add-on |
$12 per $100 |
$12 per $100 |
Simple | Simple | 1% per month |
| Maximum Interest Rate | None | None | None | None | None |
Changes Periodically |
24% | Changes periodically |
| Interest Refund Method | Actuarial Method | Rule of 78's | Rule of 78’s | Sum of Periodic Balances |
Sum of Periodic Balances |
Sum of Periodic Balances |
Sum of Periodic Balances |
Rule of 78’s |
| Collection/Recovery Fees | Allowed | 20% | No | No | No | No | 15% | No |
| Signature Required | New Business Only | Insured or Agent | Insured or Agent | Insured |
Agent and Insured |
Insured or Agents | Insured or Agent (w/POA) | Insured or Agent |
| Type Font | 8 pt | 8 pt | 8 pt | Legible | 8 pt | Approved | 8 pt | Approved |
| Reporting Period Due | February 1st | March 1st | March 1st | June 15th | March 1st | April 1st | April 1st | July 1st |
| Audit Provisions/Terms | 3 Years | 3 Years | 3 Years | 3 Years | 3 Years | 4 Years | 2 Years | Not specified |
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| ITEM 1A. | RISK FACTORS |
An investment in our common stock involves a high degree of risk and is subject to many uncertainties. These risks and uncertainties may adversely affect our business, operating results and financial condition. In order to attain an appreciation for these risks and uncertainties, you should read this Annual Report in its entirety and consider all of the information and advisements contained herein, including the following risk factors and uncertainties. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed, and you could lose all or part of your investment.
We depend on the availability of significant amounts of credit to meet our liquidity needs and our failure to maintain our sources of credit could materially and adversely affect our liquidity in the future.
Our business model is dependent upon our ability to borrow to maintain and grow our ability to lend money to our customers. On February 3, 2021 we entered into a new two-year line of credit in the maximum amount of $35 million which was immediately funded for $25,974,695 to pay off the prior line of credit lender. In October 2021, the line of credit facility was increased by $10 million to a total of $45 million. In November 2022, the term of the line of credit was extended until November 30, 2025. If we fail to renew or replace our line of credit at the expiration of the current term, or we default on our line of credit, then our ability to continue our lending business at current levels and meet our other obligations, would be materially adversely affected. Since the amount of money we can borrow on our revolving credit line is based on a percentage of our entire loan portfolio less certain ineligible items, our other corporate debt (i.e., subordinated and un-subordinated debt) plus our retained earnings and stockholder equity alone may limit our ability to increase the size of our loan portfolio.
If our growth requires us to raise additional capital, that capital may not be available when it is needed, or the cost of that capital may be very high.
As we grow, organically and through possible acquisitions, the amount of capital required to support our operations grows as well. We may need to raise additional capital to support continued growth both organically and through possible acquisitions. Any equity capital we obtain may result in the dilution of the interests of existing holders of our common stock. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time which are outside our control and on our financial condition and performance. If we cannot raise additional capital when needed, or on terms acceptable to us, our ability to expand our operations through organic growth and possible acquisitions could be materially impaired and our financial condition and liquidity could be materially and negatively affected.
Our reliance on third party insurance agents and brokers to originate our premium finance loans may result in increased exposure to credit risk and fraud.
Our premium finance loans are issued primarily through relationships with a large number of unaffiliated insurance agents and brokers. As a result, risk management and general supervisory oversight may be difficult since we have little direct contact with the borrowers and such loans may also be more susceptible to third party fraud. In certain cases, insurance agents and brokers may be funded directly on behalf of the insurance company and/or its affiliates. If the agent or broker fails to remit these funds accordingly, or fails to provide an underlying insurance policy, there may be little or no collateral. Acts of fraud are difficult to detect and deter, and we cannot assure investors that our risk management procedures and controls will prevent losses from fraudulent activity.
If our allowance for credit losses is not sufficient to absorb losses that may occur in our loan portfolio, our financial condition and liquidity could suffer.
We maintain an allowance for loan losses that is intended to absorb credit losses that we expect to incur in our loan portfolio. At each balance sheet date, our management determines the amount of the allowance for loan losses based on our estimate of probable and reasonably estimable losses in our loan portfolio, taking into account probable losses that have been identified relating to specific borrowing relationships, as well as probable losses inherent in the loan portfolio and credit undertakings that are not specifically identified. Because our allowance for loan losses represents an estimate of inherent losses, there is no certainty that it will be adequate over time to cover credit losses in the loan portfolio, particularly if there is deterioration in general economic or market conditions or events that adversely affect specific customers. Although we believe our loan loss allowance is adequate to absorb reasonably estimable losses in our loan portfolio, if our estimates are inaccurate and our actual loan losses exceed the amount that is anticipated, or if the loss assumptions we used in calculating our reserves are significantly different from those we actually experience, our financial condition and liquidity could be materially adversely affected.
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Failures of our information technology systems may adversely affect our operations.
We are increasingly dependent upon computer and other information technology systems to manage our business. We rely upon information technology systems to process, record, monitor and disseminate information about our operations. In some cases, we depend on third parties to provide or maintain these systems. While we perform a review of controls instituted by our critical vendors in accordance with industry standards, we must rely on the continued maintenance of these controls by the outside party, including safeguards over the security of customer data. Additionally, we must rely on our employees to safeguard access to our information technology systems and avoid inadvertent complicity with external security threats. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our computer systems, software and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses or other malicious code and cyberattacks that could have a security impact. If one or more of these events occur, or if any of our financial, accounting or other data processing systems fail or have other significant shortcomings, this could jeopardize our or our customers’ confidential and other information processed and stored in, and transmitted through, our computer systems and networks or otherwise cause interruptions or malfunctions in our operations or the operations of our customers or counterparties. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance maintained by us. Security breaches in our online systems could also have an adverse effect on our reputation. Our systems may also be affected by events that are beyond our control, which may include, for example, electrical or telecommunications outages or other damage to our property or assets. Although we take precautions against malfunctions and security breaches, we cannot assure that such efforts will be adequate to prevent problems that could materially adversely affect our business, financial condition and results of operations.
If we are unable to attract and retain experienced and qualified personnel, our ability to provide high quality service will be diminished, we may lose key customer relationships, and our results of operations may suffer.
We believe that our success depends, in part, on our ability to attract and retain experienced personnel, including our senior management and other key personnel. The departure of senior manager or other key personnel may damage relationships with certain customers, or certain customers may choose to follow such personnel to a competitor. The loss of any of our senior managers or other key personnel, or our inability to identify, recruit and retain such personnel, could materially and adversely affect our business, results of operations and financial condition. All but one of our employees are “at will” with no fixed term of employment.
Our lack of contractual marketing relationships with our loan referral base could adversely affect our revenue, profits and financial condition.
We do not have contractual marketing arrangements with the insurance brokers and agents. Since we depend upon the insurance brokers and agents to refer their customers to us for premium loans, our premium loan volume could decline if our referral base decided to refer their clients to other sources of premium loans.
Since our business is concentrated in Arizona, Florida, Georgia, North Carolina, South Carolina, Texas, Tennessee, and Virginia, declines in the economy of these states could adversely affect our business.
Our success depends primarily on the general economic conditions of the specific local markets in which we operate. We provide premium finance loans to customers primarily in the states of Arizona, Florida, Georgia, North Carolina, South Carolina, Texas, Tennessee, and Virginia. The local economic conditions in these market states significantly impact the demand for our premium finance loans as well as the ability of our customers to repay loans. Declines in economic conditions, including inflation, recession, unemployment, changes in securities markets or other factors impacting these local markets could, in turn, have a material adverse effect on our financial condition and results of operations.
Competition in the insurance premium finance industry is intense, and some of our competitors have greater financial, technological and other resources than we currently possess.
We face intense competition from other insurance premium finance firms. Many competing companies have longer operating histories, greater access to capital, lower cost of capital, more lending experience, greater name recognition, larger staffs and substantially greater financial, technical and marketing resources than we currently possess. The superior resources that some of these competitors have available could allow them to compete successfully against us, which could have a material adverse effect on our business, results of operations, financial condition, liquidity and prospects.
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If we fail to establish and maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business could be harmed.
Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.
In addition, we are required to be compliant with public company internal control requirements mandated under Section 302 and 906 of the Sarbanes-Oxley Act. We are implementing measures designed to improve our internal controls over financial reporting, including the hiring of accounting personnel and establishing new accounting and financial reporting procedures to establish an appropriate level of internal controls over financial reporting. However, we cannot provide assurances that we will be successful in doing so. If we are unable to successfully implement internal controls over financial reporting, the accuracy and timing of our financial reporting, and our stock price, may be adversely affected and we may be unable to maintain compliance with the applicable stock exchange listing requirements.
Implementing any appropriate changes to our internal controls may distract our officers and employees, entail substantial costs to modify existing processes and take significant time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase operating costs and harm the business.
We do not anticipate that we will pay any cash dividends on our common stock in the foreseeable future.
The current expectation is that for the foreseeable future, we will retain our future earnings to fund the development and growth of our business. As a result, capital appreciation, if any, of our common stock will be the sole source of gain, if any, for any stockholders for the foreseeable future.
Our common stock began trading on the OTCQX on March 21, 2022 and there is no assurance that an active market will develop or be maintained.
Our common stock commenced trading on the OTCQX Best Market under the symbol SPFX on March 21, 2022. We cannot assure that an active trading market for our shares will develop or be maintained. In the absence of an active trading market for our common stock, stockholders may not be able to sell their shares at the time that they would like to sell and may have to hold their shares indefinitely.
We may not realize the anticipated benefits of any acquisitions that we are able to complete.
Part of our business strategy is to grow through potential acquisitions in order to achieve economies of scale. Acquisitions involve a number of risks, including:
| · | it may occur that the acquired company or assets do not further Standard’s business strategy, or that it overpaid for the company or assets, or that industry or economic conditions change, all of which may require a future impairment charge; |
| · | management may have difficulty integrating the operations and personnel of the acquired business and may have difficulty retaining the key personnel of the acquired business; |
| · | management may have difficulty incorporating the acquired services with its existing services; |
| · | there may be customer confusion where Standard’s services overlap with those of entities that are acquired; |
| · | Standard’s ongoing business and management's attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically and culturally diverse locations; |
| · | There may be difficulty maintaining uniform standards, controls, procedures and policies across locations; |
| · | Standard may acquire companies that have material liabilities, including, among other things, for the failure to comply with insurance laws and regulations; |
| · | the acquisition may result in litigation from terminated employees or third parties; |
| · | management may experience significant problems or liabilities associated with service quality, technology and legal contingencies; |
| · | Standard may spend considerable amounts of money (legal, accounting, diligence, etc.) in seeking an acquisition candidate and never complete the acquisition; and |
| · | acquisition candidate letters of intent may have large break-up fees if the acquisition is not completed. |
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We may not be able to make future acquisitions without obtaining additional financing.
To finance any acquisitions, Standard may, from time to time, issue additional equity securities or incur additional debt. A greater amount of debt or additional equity financing could be required to the extent that its common stock fails to achieve or to maintain a market value sufficient to warrant its use in future acquisitions, or to the extent that acquisition targets are unwilling to accept common stock in exchange for their businesses. Furthermore, the Company would require bank approval of any additional debt or equity financing. Even if Standard were permitted to incur additional debt or determine to sell equity, management may not be able to obtain additional required capital on acceptable terms, if at all, which would limit its plans for growth. In addition, any capital they may be able to raise could result in increased leverage on its balance sheet, additional interest and financing expense, and decreased operating income.
The insurance premium finance industry is very competitive, and if we are not able to compete effectively, we may lose market share and our business could suffer.
We face competition in financing insurance premiums throughout our market area. Our competitors include national, regional and other community banks, and a wide range of other financial institutions such as credit unions, insurance companies, factoring companies and other non-bank financial companies. Many of these competitors have access to cheaper capital, substantially greater resources and market presence than Standard and, as a result of their size, may be able to offer a broader range of products at better prices.
Compliance with securities laws.
The Company’s common stock, preferred stock and promissory notes were sold to investors pursuant to exemptions under the Securities Act of 1933 with respect to transactions involving limited offers and sales without registration. If the Company should fail to comply with each and every one of the requirements of the available exemptions from registration, the investors may have the right to rescind their purchase of shares if they so desire. Compliance is highly technical. There is always the possibility that if any investor or investors should obtain rescission of their investments, the Company may be required to repurchase the securities. In addition, failure to comply with any of the requirements for exemption under state securities laws could occasion the same results as a failure to comply with the above-mentioned federal rule exemptions.
We depend on the accuracy and completeness of information we receive about our customers and counterparties to make credit decisions. Reliance on inaccurate or misleading information may adversely affect our business, operations, and financial condition.
We rely on information furnished by or on behalf of customers and counterparties in deciding whether to extend credit or enter into other transactions. This information could include financial statements, credit reports, and other financial information. We also rely on representations of those customers, counterparties, or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports, or other financial information could have a material adverse impact on our business, financial condition and results of operations.
Certain protective provisions of our Series A Convertible Preferred Stock may prevent us from entering into certain transactions, issuing certain securities or making changes in the rights, preferences, privileges, qualifications, limitations or restrictions of, or applicable to, the Series A Preferred Stock which may be beneficial to the holders of our common stock.
Our Series A Convertible Preferred Stock has certain protective provisions as set forth in Item 11 herein which may prevent us from engaging in transactions, including mergers and acquisitions, or taking other actions which alter the provisions of the Series A Convertible Preferred Stock or issuing other equity securities which may have rights senior to or on parity with the Series A Convertible Preferred Stock, or increasing the amount of authorized Series A Convertible Preferred Stock even if such matters were beneficial to the holders of our common stock.
We may cause the Series A Convertible Preferred Stock to be converted into common stock which may reduce the price of our common stock.
We may increase the number of outstanding shares of our common stock by causing the conversion of the Series A Convertible Preferred Stock into common stock. Issuance of additional shares of our common stock my cause a reduction in the market price of the shares of our common stock.
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Particular Risks Associated with the Specialized Insurance Premium Services Industry
Our premium finance business may involve a higher risk of delinquency or collection than other lending operations and could expose us to losses.
We provide financing for the payment of commercial insurance premiums through our subsidiary Standard Premium Finance Management, Inc. Commercial insurance premium finance loans involve a unique, and possibly higher, risk of delinquency or collection than other types of loans. These are initiated primarily through relationships with unaffiliated independent insurance agents. As a result, risk management is critical and may be difficult. Roughly one third of all new borrowers fail to make all of their payments. In such an event, we request cancellation of the insurance policy and anticipate a refund from the insurance company and the agent. Under ideal conditions the down payment made by the insured should create sufficient equity to pay off our loan in the event of a cancellation. However, as a consequence of competitive market conditions, we may have accepted a down payment that did not fully cover our loan. If, after the unearned premium on a cancelled policy is fully refunded, there is still an outstanding balance, the insured must be billed directly. The cost of pursuing these funds often exceeds the amount collected and most often results in write-offs by the Company. Many commercial loans have underwriting provisions that may affect our collateral. Such instances may include but are not limited to fully earned policy fees or inspection fees, audit provisions, state reporting requirements, and cancellation limitations. Such circumstances could greatly reduce the unearned premium in the event of cancellation. Since we depend on the unearned premium for collateral, we could experience greater write-offs and thus, increased risk.
A Decline in the Economy in General May Result in a Decrease in Loan Originations.
Declines in the economy generally could have an adverse impact on our operating results by reducing the number of businesses purchasing insurance. Further, those who are currently financing their policies may have more difficulty making their payments, thus raising our default rates.
Increases in the Prime Interest Rate may reduce the profitability of our loans.
The rate at which we lend money is set by the state. However, our revolving line of credit, which comprises our senior debt, is based, in part, on the prime interest rate. When the prime rate goes up, the interest we pay on our line of credit increases while our interest income continues to be based on the same interest rate. Thus, with each increase, the spread between the interest we earn and the interest we pay narrows, reducing our net interest income.
Changes in Insurance Law may adversely affect our business.
Our industry is subject to laws, rules, and regulations as established by the states in which we operate. Any changes in such laws, rules, and regulations could be detrimental to the premium finance industry, thus having a negative effect on our operating income.
Aggressive Marketing by our Competitors may adversely affect our business.
There may be changes in the insurance market such as aggressive marketing by other premium finance companies or the emergence of new premium finance companies. Many insurance companies offer payment plans in house or through affiliates. This practice could increase. Such an event would reduce the market share of all independent premium finance companies and would have a negative effect on our company.
Insurance Company Insolvency may cause us losses.
Insurance companies, although closely regulated by the various states, can also fail. When an insurance company fails, we may have significant exposure. Such an event would put us at considerable risk. Although most insurance companies are covered through a guarantee fund, there may be a lengthy delay in recovering these funds, and all funds due us may not be recovered. Such an event would have a negative effect on cash flow. In the event of insurance company failure of a carrier not covered under such guarantee fund, our exposure will be much greater. There are rating services that evaluate the financial condition and stability of insurance companies. We use these to help us lower our risks. However, conditions for any insurance company can change rapidly and the rating services we use may not give us sufficient warning of any changes. In such an event, our risk factor could be increased.
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We may experience cash flow problems due to delays in receiving proceeds from our bank loan or premium finance loan documentation.
We issue drafts on our bank account to fund new premium finance loans. These Drafts clear our bank on a daily basis. To meet this funding need, we draw funds on our revolving credit line with our senior lender on a regular basis. Should the senior lender be unable to fund us in a timely fashion, we would have difficulty in funding these drafts. Failure on our part to cover all or part of these drafts could result in cancellation or non-issuance of an insurance policy for which we may be liable. Further, if drafts fail to clear our bank it may jeopardize our relationships with insurance agents and insurance companies, adversely affecting our ability to conduct business in the future. Insurance agents that do business with our Company have the authority to issue drafts on our bank account to pay a portion of the insured’s premium. We review these drafts daily to make certain they are all paid to and cashed by proper parties. Improper items can be returned to the bank and will not be honored. Under normal circumstances, we receive the finance agreement before the draft is presented to our bank. Frequently however, the draft is presented to our bank before we receive the finance agreement. Since we cannot draw on our revolving credit line without first presenting the loan agreement, this may cause a cash flow problem for us. Such an event temporarily causes us to, in effect use funds for which no loans have been secured. Such an event can reduce our profitability and increase risk to the Company. In the event that a draft has not been cashed for an undue period of time, we may have a liability for the draft, and the insured may have no coverage.
Business Interruption from natural disasters, including hurricanes and pandemics.
In the event of a natural disaster or other occurrence beyond our control, we may be unable to conduct our normal course of business that could cause temporary or permanent harm to the Company due to loss of customers, increased defaults on our premium finance loans or interruptions to our operations.
Insurance Company Concentration
To reduce our exposure, we try to limit the amount of financing we do for any one insurance company. In fact, the senior lender providing our revolving credit line has placed certain limits on the percentage of our business that can be financed with any one insurance company. Although we endeavor to keep our concentration within the limits authorized by our senior lender, this is not always possible. Market conditions may cause fluctuations in our concentration, creating a disproportionate exposure with one or several insurance companies. Such an event could increase our risks.
Our dependance on Insurance Agents may expose us to losses.
We are continually adding new insurance agents to our customer base. Each new agent is screened by us to verify that he or she is licensed and is in good standing with state authorities. In addition, we attempt to gather as much information as possible to assist us in evaluating prospective customers. The risk of doing business with a new agent is significantly greater than that of doing business with an agent with whom we have established a business history.
Liability Arising from Wrongful Cancellation of an Insurance Policy
Through the normal course of business, we cancel many insurance policies for non-payment. If, in the event we cancel an insurance policy in error, we could be deemed liable for claims that would normally be paid by the insurance carrier. Such claims, and resultant damages could be significant. Although we carry professional liability insurance to cover such instances, certain provisions could prevent us from recovering all or part of our claim.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
| ITEM 2. | PROPERTIES |
The corporate headquarters of the Company are located at 13590 SW 134th Avenue, Suite 214, Miami, Florida 33186. We lease our general office space at this location. The lease expires on February 28, 2024, including the one year renewal option. We believe that our existing facilities are adequate for our operations and their locations allow us to efficiently serve our customers.
| ITEM 3. | LEGAL PROCEEDINGS |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| 14 |
PART II
| ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Market Information
Our common stock is traded on the OTCQX under the symbol SPFX. Quotes on the OTCQX represent inter-dealer prices which do not include retail mark-ups, mark-downs, or commissions, and may not necessarily represent actual transactions.
Holders
As of March 17, 2023, we had 70 holders of record of our common stock and 2,905,016 shares of common stock outstanding.
Dividends
We did not declare or pay dividends on our common stock in either fiscal year 2022 or 2021. The terms of our current line of credit agreement prohibit us from paying dividends on our common stock without consent of the lender. The Company anticipates that, for the foreseeable future, it will retain any earnings for use in the operations of its business.
| ITEM 6. | [RESERVED] |
| ITEM 7. | 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 $2,000 to $50,000, with repayment terms ranging from 6 to 10 months, although we may offer larger loans in cases we deem appropriate. Qualified customers may have multiple financings with us concurrently, which we believe provides opportunities for repeat business, as well as increased value to our customers.
We originate loans primarily in Florida, although we operate in several states. Over the past three years, the Company has expanded its operations, and currently is financing insurance premiums in Florida, Georgia, South Carolina, North Carolina, Texas, Tennessee and Arizona. Throughout 2022, we have obtained licenses in eleven additional states: Virginia, Arkansas, Nebraska, Mississippi, Maryland, Colorado, Ohio, Louisiana, Massachusetts, Minnesota, and Alabama. We intend to continue to expand our market into new states as part of our organic growth trend. Loans are originated primarily through a network of insurance agents solicited by our in-house sales team and marketing representatives.
We generate the majority of our revenue through interest income and the associated fees earned from our loan products. We earn interest based on the “rule of 78” and earn other associated fees as applicable to each loan. These fees include, but are not limited to, a one-time finance charge, late fees, and NSF fees. Our company charges interest to its customers solely by the Rule of 78. Charging interest per the Rule of 78 is the industry standard among premium finance loans. The Rule of 78 is a method to calculate the amount of principal and interest paid by each payment on a loan with equal monthly payments. The Rule of 78 is a permissible method of calculating interest in the states in which we operate. The Rule of 78 recognizes greater amounts of interest income and lesser amounts of principal repayment during the first months of the loan, while decreasing interest income and increasing principal repayment during the final months of the loan. Whenever a loan is repaid prior to full maturity, the Rule of 78 methodology is applied and the borrower is refunded accordingly.
We rely on a diversified set of funding sources for the loans we make to our customers. Our primary source of financing has historically been a line of credit at a bank collateralized by our loan receivables and our other assets. We receive additional funding from unsecured 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.
| 15 |
The Company’s main source of funding is its line of credit, which represented approximately 64% ($32,713,625) of its capital and total liabilities as of December 31, 2022. As of December 31, 2022, the Company’s subordinated notes payable and PPP loan represented approximately 18% ($9,427,697) of the Company’s capital and total liabilities, operating liabilities provide approximately 7% ($3,395,043) of the Company’s capital and total liabilities, preferred equity provides approximately 3% ($1,660,000) of the Company’s capital and total liabilities, and equity in retained earnings and common paid-in capital represents the remaining 8% ($4,292,442) of the Company’s capital and total liabilities.
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 Years Ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Gross Revenue | $ | 8,156,537 | $ | 7,664,743 | ||||
| Originations | $ | 115,814,579 | $ | 109,803,362 | ||||
| Interest Earned Rate | 15.3 | % | 15.4 | % | ||||
| Cost of Funds Rate, Gross | 5.66 | % | 4.66 | % | ||||
| Cost of Funds Rate, Net | 4.25 | % | 3.50 | % | ||||
| Reserve Ratio | 2.01 | % | 2.13 | % | ||||
| Provision Rate | 0.63 | % | 0.77 | % | ||||
| Return on Assets | 1.43 | % | 1.81 | % | ||||
| Return on Equity | 18.30 | % | 25.87 | % | ||||
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.
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Return on Assets
Return on Assets is calculated as annualized net income (loss) attributable to common stockholders for the period divided by average total assets for the period.
Return on Equity
Return on Equity is calculated as annualized net income (loss) attributable to common stockholders for the period divided by average stockholders’ equity attributable to common stockholders for the period.
RESULTS of OPERATIONS
Results of Operations for the Year ended December 31, 2022 Compared to the Year ended December 31. 2021
Revenue
Revenue increased by 6.4% overall or $491,794 to $8,156,537 for the year ended December 31, 2022 from $7,664,743 for the year ended December 31, 2021. The increase in revenue was due to a 7.2% or $454,638 increase in finance charges, a 6.8% or $66,170 increase in revenue from late charges, partially offset by a 7.5% or $29,014 decrease in origination charges. Revenue from finance charges comprised 82.9% of overall revenue for the year ended December 31, 2022.
During the year ended December 31, 2022 compared to the year ended December 31, 2021, the company financed an additional $6,011,217 in new loan originations. This increase was due largely to increased marketing efforts throughout our established states. Although the Company increased amounts financed, the Company noted a 2,090 decrease in the quantity of loan originations to 23,284 new loans for the year ended December 31, 2022 as compared to 25,374 for the year ended December 31, 2021. The quantity of loan originations is directly correlated to the decrease in origination charge revenue, as the Company immediately recognizes an origination fee on substantially all new loans.
Under the terms of the line of credit agreement, the loan receivables and our other assets provide the collateral for the loan. As the receivables increase, driven by new sales, the company has greater borrowing power, giving it the opportunity to generate additional sales. In February 2021, the Company executed a $35,000,000 line of credit with a new lender, terminating the previous line of credit. In October 2021, the Company further increased its borrowing power on its line of credit to $45,000,000, an increase of $10,000,000. In November 2022, the Company extended the maturity of this line of credit until November 30, 2025. The additional availability on our line of credit was an essential driver to our increased financed amount of new loan originations during the year ended December 31, 2022 as compared to the year ended December 31, 2021. See Future Cash Requirements for the Company’s strategy regarding its line of credit.
Expenses
Expenses increased by 10.3% or $665,803 to $7,144,216 for the year ended December 31, 2022 from $6,478,413 for the year ended December 31, 2021.
The increase in expenses was primarily due to increases in the following categories:
| · | $602,259 increase in interest expense as a result of increases in the line of credit interest rate. Due to benchmark interest rate increases adopted by the Federal Reserve Board throughout 2022, interest rates throughout the marketplace have increased accordingly. Our line of credit features a variable interest rate based on one-month SOFR with a minimum rate of 3.35%. As of December 31, 2022 and 2021, our line of credit’s interest rate was quoted at 6.87% and 3.35%, respectively. Furthermore, as of December 31, 2022, our net borrowings on the line of credit have increased by $2,237,250 to $32,713,625 from $30,476,375 at December 31, 2021. This increase in borrowings is due to increased loan originations. |
| · | $85,676 increase in salaries and wages expense as a result of increased base salaries and wages for our office staff and executives. Furthermore, in June 2022, the Company executed employment contracts with its CEO and CFO, increasing their base salaries. |
| · | $72,316 increase in other operating expenses as a result of software programming fees and marketing related expenses. The Company has begun development of the web-based portion of its proprietary software, which should lead to cost savings as well as synergistic effects with any mergers or acquisitions. The Company also experienced costs related to participation in four additional conventions, in line with our goals to expand into new states. Further, the Company experienced general price increases due to macroeconomic inflationary conditions. |
| 17 |
These increases in expenses were partially offset by a decrease in the following category:
| · | $107,979 decrease in bad debt expense as a result of maintaining the allowance for doubtful accounts in line with the balance in premium finance contracts receivable from increased new loan originations. In 2021, our allowance grew rapidly to keep up with the explosive growth in receivables due to the availability on our new line of credit. Thus, the Company increased allowances to coincide with risks associated with the risks of a rapidly growing portfolio. We maintained consistent allowance practices in 2022, which kept the reserves adequate. |
Income before Taxes
Income before taxes decreased by $174,009 to $1,012,321 for the year ended December 31, 2022 from $1,186,330 for the year ended December 31, 2021. This decrease was attributable to the net increases and decreases as discussed above.
Income Tax Provision
Income tax provision decreased $103,817 to $206,190 for the year ended December 31, 2022 from $310,007 for the year ended December 31, 2021. This decrease was primarily attributable to the decrease in taxable income.
Net Income
Net income decreased by $70,192 to $806,131 for the year ended December 31, 2022 from $876,323 for the year ended December 31, 2021. This decrease was attributable to the $174,009 decrease in income before taxes, partially offset by the $103,817 decrease in the provision for income taxes.
LIQUIDITY and CAPITAL RESOURCES as of December 31, 2022
We had $421,211 cash and a working capital surplus of $12,709,204 at December 31, 2022. A significant working capital surplus is generally expected through the normal course of business due primarily to the difference between the balance in loan receivables and the related line of credit liability. As discussed in the Revenues section, the Company’s line of credit is currently the primary source of operating funds. In February 2021, the Company entered into a contract with a new lender, First Horizon Bank, for a two-year $35,000,000 line of credit. In October 2021, the Company further increased its borrowing power on its line of credit to $45,000,000, an increase of $10,000,000. 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 will cease to be published after June 30, 2023. The terms of the amended line of 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 December 31, 2022, the Company’s applicable margin was 2.75%. We anticipate that the interest rate we pay on our revolving credit agreement may rise due to the recently adopted benchmark interest rate increases by the Federal Reserve Board. We believe that we will be able to pass along any interest rate increase on loans funded after the interest rate increase so that our net interest spread will not be materially affected. Furthermore, because of the short-term nature of our loans, we are not bound to any particular loan and its fixed interest rate for a long period of time. Based on our estimates and taking into account the risks and uncertainties of our plans, we believe that we will have adequate liquidity to finance and operate our business and repay our obligations as they become due in the next 12 months.
During the year ended December 31, 2022, the Company raised an additional $35,000 in subordinated notes payable – related parties and $575,511 in subordinated notes payable. The Company repaid $181,302 of notes payable – related parties and $288,400 or notes payable. The Company utilizes its inflows from subordinated debt as a financing source before drawing additionally from the line of credit.
During the year ended December 31, 2022, the Company sold 67,000 shares of Series A Convertible Preferred Stock (“Preferred Stock”) for $400,000 in cash and exchanging $270,000 of its subordinated notes at a price of $10.00 per share. The additional Preferred Stock bolsters shareholder’s equity, which, in turn, increases leveraging ability on our line of credit.
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Future Cash Requirements
As the Company anticipates its growth patterns to continue, the larger line of credit is paramount to fueling this growth. By securing its larger line of credit, the Company can expect to satisfy the cash requirements anticipated by its future growth. Coinciding with these goals, in February 2021, the Company entered into a contract with a new lender for a two-year $35,000,000 line of credit. Furthermore, in October 2021, the Company executed a loan amendment with this lender to increase its line of credit to $45,000,000, an increase of $10,000,000. In November 2022, the Company extended its maturity on its line of credit facility until November 30, 2025. The extended maturity provides stability for the Company’s future cash requirements.
Uses of Liquidity and Capital Resources
We require cash to fund our operating expenses and working capital requirements, including costs associated with our premium finance loans, capital expenditures, debt repayments, acquisitions (if any), pursuing market expansion, supporting sales and marketing activities, and other general corporate purposes. While we believe we have sufficient liquidity and capital resources to fund our operations and repay our debt, we may elect to pursue additional financing activities such as refinancing or expanding existing debt or pursuing other debt or equity offerings to provide flexibility with our cash management and provide capital for potential acquisitions.
Off-balance Sheet Arrangements
None.
Contractual Obligations
As of December 31, 2022, the Company was contractually obligated as follows:
| Payments Due by Period | ||||||||||||||||||||
| Total | Less than 1 Year | 1 – 3 Years | 3 – 5 Years | More than 5 Years | ||||||||||||||||
| Line of credit | $ | 32,713,625 | $ | 32,713,625 | $ | — | $ | — | $ | — | ||||||||||
| Subordinated notes payable | 9,211,921 | 1,449,597 | 2,632,400 | 5,129,924 | — | |||||||||||||||
| Capital lease obligations | 53,053 | 12,494 | 40,559 | — | — | |||||||||||||||
| Operating lease obligations | 196,407 | 115,567 | 80,840 | — | — | |||||||||||||||
| Purchase obligations | — | — | — | — | — | |||||||||||||||
| Other long-term obligations | 215,776 | 91,852 | 123,924 | — | — | |||||||||||||||
| Total contractual obligations | $ | 42,390,782 | $ | 34,383,135 | $ | 2,877,723 | $ | 5,129,924 | $ | — | ||||||||||
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 doubtful accounts
We are subject to the risk of loss associated with our borrowers’ inability to fulfill their payment obligations, the risk that we will not collect sufficient unearned premium refunds on the cancelled policies on the defaulted loans to fully cover the unpaid loan principal and the risk that payments due us from insurance agents and brokers will not be paid.
The carrying amount of the Premium Finance Contracts (“Contracts”) is reduced by an allowance for losses that are maintained at a level which, in management’s judgment, is adequate to absorb losses inherent in the Contracts. The amount of the allowance is based upon management’s evaluation of the collectability of the Contracts, including the nature of the accounts, credit concentration, trends, and historical data, specific impaired Contracts, economic conditions, and other risks inherent in the Contracts. The allowance is increased by a provision for loan losses, which is charged to expense, and reduced by charge-offs, net of recovery.
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In addition, specific allowances are established for accounts past due over 120 days. Individual contracts are written off against the allowance when collection of the individual contracts appears doubtful. The collectability of outstanding and cancelled contracts is generally secured by collateral in the form of the unearned premiums on the underlying policies and accordingly historical losses are approximately 1% to 1.5% of the principal amount of loans made each year. The Company considers historical losses in determining the adequacy of the allowance for doubtful accounts. The collectability of amounts due from agents is determined by the financial strength of the agency.
Stock-Based Compensation
We account for stock-based compensation by measuring and recognizing as compensation expense the fair value of all share-based payment awards made to directors, executives, employees and consultants, including employee stock options related to our 2019 Equity Incentive Plan and stock warrants based on estimated grant date fair values. The determination of fair value involves a number of significant estimates. We use the Black Scholes option pricing model to estimate the value of employee stock options and stock warrants which requires a number of assumptions to determine the model inputs. These include the expected volatility of our stock and employee exercise behavior which are based expectations of future developments over the term of the option.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not required.
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
See Item 15 Exhibits and Financial Statement Schedules of this filing.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
| ITEM 9A. | 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 December 31, 2022. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at December 31, 2022 at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission on Internal Control-Integrated Framework (2013 framework). Our management has concluded that our internal control over financial reporting was effective as of December 31, 2022 based on these criteria. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to section 404(c) of the Sarbanes-Oxley Act of 2002, as amended, that permits the Company, as a smaller reporting company, to provide only management’s report in this annual report.
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Material Weakness and Remedial Actions
As we previously disclosed, in connection with preparing our financial statements for the quarter ended September 30, 2022 the Company determined that it had been incorrectly classifying the Increase/Decrease in Premium Finance Contracts Receivable as operating activities in its Consolidated Statements of Cash Flows rather than as investing activities. As a result of this error we determined that this incorrect classification represented a material weakness in our financial control over financial reporting.
To remediate the material weakness in our financial control over financial reporting related to our improper classification of Increase/Decrease in Premium Finance Contracts Receivable as operating activities in our Consolidated Statements of Cash Flows we instituted a remediation plan of review and training of the FASB Accounting Standards Codification for the relevant GAAP standards for our CEO, CFO and financial reporting staff, including the proper analysis and classification of matters included in our Statements of Cash Flows and other financial statements.
A material weakness will not be deemed to be remediated, however, until management has implemented the remedial policies and procedures and there has been sufficient time to test the new controls to determine that the material weakness has been remediated.
We believe that such review and training has been successful in remediating such material weakness and no classification error has appeared in our financial statements included in this Annual Report and in the Quarterly Report for the quarter ended September 30, 2022. We believe that this represents sufficient time to test the new controls to determine that the material weakness has been fully remediated.
Changes in Internal Control Over Financial Reporting
Other than the plan we implemented to remediate the material weakness discussed above, there were no changes in our internal control over financial reporting during the quarterly period ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| ITEM 9B. | OTHER INFORMATION |
None.
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
Not applicable.
| 21 |
PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE |
Directors and Executive Officers of Standard Premium Finance Holdings, Inc.
The following table sets forth the names, ages and titles of our executive officers and directors as of March 17, 2023.
| Name | Age | Position | ||
| William Koppelmann | 60 | Chairman, President, Chief Executive Officer | ||
| Brian Krogol | 34 | Chief Financial Officer, Director | ||
| Margaret Ruiz | 60 | Operations Manager, Secretary | ||
| Victor Galliano | 58 | Vice President of Marketing | ||
| Robert Mattucci | 57 | Vice President of Sales | ||
| Scott Howell, MD | 57 | Director | ||
| Mark E. Kutner, MD | 62 | Director | ||
| John C. Leavitt, DBA | 60 | Director | ||
| Christopher Perrucci, ESQ | 60 | Director | ||
| James Wall | 74 | Director | ||
| Carl C. Hoechner | 63 | Director |
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Director and Executive Officer Biographies
William Koppelmann – Chairman, Board of Directors, President and Chief Executive Officer.
William Koppelmann has been the Chairman and President of Standard Premium Finance Holdings, Inc., since its organization in May 2017 and is a co-founder and has been the President of Standard Premium Finance Management Corporation, since its inception in 1997. An entrepreneur with more than 30 years’ experience in the insurance premium finance industry, he is proficient in receivables management, capital-raising and debt restructuring. He currently oversees all aspects of the Company's operations. Mr. Koppelmann has served on the board of the Florida Premium Finance Association for more than 15 years. He is the immediate past president, serving in that capacity for three successive terms. Mr. Koppelmann attended Barry University and Miami Dade College, where he completed his Property and Casualty insurance Certification. He is a member of the Florida Association of Insurance Agents, Professional Insurance Agents Association, Latin American Insurance Association and Independent Insurance Agents of Dade County. William Koppelmann is Margaret Ruiz’s brother. The Board believes that Mr. Koppelmann provides essential insight and expertise concerning the business, operations and strategies of the Company that is needed for the Board’s oversight and decision-making responsibilities.
Brian Krogol –Director, Chief Financial Officer.
Brian Krogol has been our Chief Financial Officer since June 2021. Mr. Krogol joined Standard Premium Finance Holdings, Inc. as Vice President of Accounting in October 2019. Brian Krogol graduated from the Fisher School of Accounting at the University of Florida with a Master of Accounting (MAcc) in 2011. From 2011-2013, he worked as an auditor with Grant Thornton, an international organization of independent assurance, tax, and advisory firms, gaining audit experience with companies in the health care, manufacturing, distribution, hospitality, restaurant, and financial industries, as well as, experience on 10-Q, 10-K, SOX 404, benefit plan, and IPO engagements for SEC clients, as well as quarter- and year-end engagements for private clients reporting under US GAAP. Mr. Krogol gained recognition for earning the prestigious Elijah Watt Sells award in 2012 for his performance on the Certified Public Accountant examination. Of more than 92,000 candidates who sat for the examination in 2012, only thirty-nine candidates met the criteria for this award. On the tailwind of this award, from 2013-2019, Mr. Krogol operated a private tutoring business, primarily preparing students for the CPA exam, as well as college level accounting, finance, economics, and mathematics courses. During this period, from 2015 to 2018, Mr. Krogol joined Clutch Prep as Lead Business Instructor, designing and maintaining online curriculum, including recording instructional videos for undergraduate level accounting, finance, and economic courses. The board believes that Mr. Krogol provides essential insight into the Company’s financial affairs.
Margaret Ruiz – Operations Manager and Secretary.
Margaret Ruiz has been our Operations Manager and Secretary since 2017. Since August 2000, she has served as Operations Manager of Standard Premium Finance Management Corporation. Prior to joining Standard Premium Finance Management Corporation in August 2000, Margaret Ruiz gained nearly 20 years of commercial banking experience with SunTrust Bank from 1980 to 1997 and Office Manager at Professional Therapeutic Alternatives from 1997 to 2000. Her early career in Human Resources was spent in recruiting and employment matters. She was responsible for the nonexempt staffing for SunTrust’s 1500 employees. Ruiz is proficient in computer operations, having worked for three years in the bank’s data center, acting as liaison for branch personnel in all aspects of technical issues related to retail banking. Ms. Ruiz is an integral part of the Company’s management, in charge of the day to day operations and the supervision of 12 staff members. She oversees the customer service provided to more than 600 agents and agencies throughout the Southeast United States and Texas. Ms. Ruiz is involved in most aspects of audit requirements imposed by the Company’s lender and governing entities, ensuring compliance by administering strict internal control procedures. Most notable of Ms. Ruiz’s recent accomplishments is the successful overhaul of the operating system, converting over 20,000 customer records and implementing new procedures. Margaret Ruiz is William Koppelmann’s sister.
Robert Mattucci – Vice President of Sales
Robert Mattucci has been our Vice President of Sales since September 2019 overseeing sales throughout the nation. Originally hired as a marketing representative for the west coast of Florida in 2006, Mr. Mattucci was directly responsible for achieving a 300% growth in sales over a 3-year period in the region. His primary duties involve the recruitment and training of all new sales personnel. After being promoted to National Sales Manager in 2009, Mr. Mattucci developed sales operations in Dallas, Atlanta and Charlotte.
Victor Galliano – Vice President of Marketing
Victor Galliano has been the Vice President of Marketing for Holdings since September 2019 and works for SPFMC since 2008. Victor Galliano has over 25 years of sales experience working in the insurance premium finance industry. In January 2008, Mr. Galliano became regional sales manager for Standard Premium Finance and has been recognized as the lead sales representative every year thereafter. With his vision and efforts, he was able to expand sales statewide. In 2012, he was promoted to VP of Sales for Florida and was responsible for developing and implementing a statewide sales strategy that led to yearly organic growth. During this time, he also helped launch various national sales campaigns and trained junior sales staff members. In addition, Mr. Galliano earned an MBA, with a specialization in accounting, from St. Thomas University in 2001.
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Scott Howell, MD – Director.
Dr. Scott Howell has served as a Company director since 2017. Dr. Howell is currently a practicing physician for more than 25 years. Dr. Howell is board certified in Family Practice, Preventative Medicine and Public Health and Addiction Medicine. Presently, Dr. Howell advises healthcare organizations with regulatory, product development, reimbursement and financial modeling for multiple healthcare organizations. Dr. Howell is the medical director at the AIDS Healthcare Foundation Chronic Care Special Needs Plan (C-SNP) since 2019 to the present. In 2018, Dr. Howell launched 11.2 Healthcare, Inc. a private healthcare finance consulting organization concentrating on managed care, medical devices and financing of developmental companies. From 2017 to 2018, Dr. Howell was the Chief Medical Officer at Advantmed, a healthcare analytics and delivery organization. From 2015 to 2017, Dr. Howell was an executive medical director for Heritage Development Organization, for which he participated in national expansion through joint ventures, mergers & acquisitions and by identifying enterprise-wide clinical solutions. From 2008 to 2015, Dr. Howell was the National Senior Medical Director and Chief Medical Officer for Network and Population Health at Optum Insight, responsible for risk adjustment, quality performance, networks, predictive modeling and clinical consulting, including as the Regional Chief Medical Officer (RCMO) for the Northeast Region of Americhoice, Inc. focusing on the Medicaid and Dual SNP populations. From 2000 to 2008, Dr. Howell was the Medical Director for Managed Care at the AIDS Healthcare Foundation, the first HIV SNP in the nation, and was responsible for international consulting in Russia, Ukraine, Guatemala, Honduras, and Haiti. During this period, Dr. Howell was the lead scientific advisor to Management Sciences for Health, the prime contractor for PEPFAR in Haiti. Dr. Howell has a Master’s in Economics from the University of Miami, a Master’s in Public Health and Tropical Medicine, (MPH&TM) from Tulane University, and a Master’s in Business Administration (MBA) from California State University Fresno. Dr. Howell is currently retired from the Air Force after 25 years of service with the rank of Colonel. His last assignment was with the Office of Secretary of Defense (OSD) at the Department of Defense Inspector General (DoDIG) in Special Plans and Operations (SPO). The Board believes that Dr. Howell extensive experience in management and consulting brings to the Board and management perspective on dealing with governmental regulations and growth of its business.
Mark E. Kutner, MD – Director.
Dr. Mark E. Kutner has been a Director of Holdings since its foundation in 2017. Dr. Mark E. Kutner is a practicing physician who maintains a primary care clinical practice in Miami, Florida, which he began in 1998, and a clinical trials practice begun in 1988. Dr. Kutner is a co-founder and presently the Chairman of the Board of Directors of PrimeHealth Physicians, the largest independent primary care practice in South Florida. Dr. Kutner was the founder and is presently Chief Medical Officer of Suncoast Research Group, a clinical trials company since 1994, which has been engaged in phases, 2, 3 and 4 clinical trials for many of the largest pharmaceutical companies in the world and smaller biotech firms who are constantly developing cutting edge medical technologies. He served on the Board of Directors of Orange ACO, a rapidly growing Medicare ACO from 2015-2018. Dr. Kutner is also the founder and first Medical Director of the sleep laboratory at Baptist Hospital of Miami. He is presently the chairman and founding member of Physicians Health Alliance, a value-based management services organization affiliated with United Healthcare. Dr. Kutner is also a co-founder and Board member of two Florida property casualty companies, America Traditions, and Modern USA Property Casualty. Other business interests have included a chain of Costa Rican pharmacies, Farmacia Express, which introduced the country to a toll-free telephone number for the order and delivery of prescriptions to the home, and Colombian sleep labs. Dr. Kutner attended CCNY School of Biomedical Education and graduated from SUNY Stony Brook with a Medical Doctor degree. He completed a residency in Internal Medicine at Northwestern University, and a fellowship at Johns Hopkins University School of Medicine in Pulmonary, Critical Care, and Sleep Medicine, as well as a fellowship at Johns Hopkins School of Hygiene and Public Health in Environmental Health Sciences. He has been board certified in Critical Care Medicine, Internal Medicine, Pulmonary Medicine and Sleep Medicine. He is affiliated with insurance companies, physicians’ groups, ACOs, hospital groups, and private equity planning the future of healthcare in Florida. The Board believes that Dr. Kutner’s experience as a founder, executive and director of a variety of private companies brings valuable experience to the Board in matters such as organizational structure, corporate strategy, operational performance measurement and improvement and governance.
John C. Leavitt, DBA – Director.
John C. Leavitt has served as a Company director since 2017. Mr. Leavitt is a Certified Project Management Professional (“PMP”) as well as Program Management (“PgMP”) with more than 25 years of management, technical and engineering experience in Government DOD, DOS, and NASA IT and Communications systems such as SATCOM, Commercial RF Systems and telecommunications. Mr. Leavitt is currently employed with the National Aeronautics and Space Administration (NASA), since July 2016, and is responsible for ensuring desktop computer and communication systems are meeting mission requirements and configured for launch support under the Office of Chief Information Office within NASA. Previous assignments include IT Architect for the Commercial Crew Program helping to launch American Astronauts to the International Space Station (ISS). He has managed multiple complex high-profile projects using PMI-methods and NASA Best practices. As a consultant Mr. Leavitt has assisted in writing proposals and white papers for customers on large Government and commercial companies such as American Access Technologies, ASRC Aerospace, MASTEC, SAIC and Yang Engineering. Mr. Leavitt has been a speaker for project management conferences across the US. Mr. Leavitt graduated magna cum laude with his Bachelors of Science in Engineering Technologies (BS-EET) from the University of Central Florida, earning his MBA from Keller Graduate School of Management, and Doctorate in Business Administration (DBA) specializing in Information Systems Management at Walden University. The Board believes that Mr. Leavitt’s experience in project management and government contracting assists the Board and management in strategic planning and managing for growth.
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Christopher Perrucci, Esq, - Director.
Christopher Perrucci has served as a Company director since 2017. Mr. Perrucci has been a licensed attorney in Ohio since 1985 and has over 33 years of legal and business experience focused on contracts, information systems and services, and business management. Currently, Mr. Perrucci engages in the following principal occupations and organizations: C R Perrucci Co., LPA, Law Firm as a Managing Attorney since 2015; SOI Online, LLC, Online Information Company as the President/CEO since 2015 and Max Technologies, LLC, Probation/Parole Monitoring as the President/CEO since 2015. In 2002, Mr. Perrucci founded SOI Online, which provides a retail online service for criminal background checks, OnlineCriminalChecks.com, which he still operates today as the President. Prior to these engagements, Mr. Perrucci had several notable business successes. In 2012, he founded and operated Max Technologies, a unique technology-based monitoring system to assist Ohio Courts and Probation Departments, Ohio parolee supervision and warrant tracking. Mr. Perrucci spent four years with Database Technologies from June 1996 to December 1999, where he served as Vice President and Director of Business Development, responsible for data acquisition, product and database development, and new business development. He assisted the company with its transition to DBT Online and its IPO listing on the NYSE. Prior to that, Mr. Perrucci spent 10 years in product and systems development, licensing, and data acquisition for Lexis-Nexis, the largest legal information company in the world. Mr. Perrucci also served as President of Intellicorp for four years from January 2000 to April 2004, growing the business from $200k and two employees into $4m and 25 employees. He recently completed the acquisition of North Carolina Information Data, Inc., an online provider of retail and wholesale information services to lawyers, bondsman, and general businesses. Mr. Perrucci was born and raised in Indiana and earned a Bachelor of Science degree in Legal Administration from Ball State University in 1982 and a law degree from the University of Dayton, School of Law in 1985. The Board believes that Mr. Perrucci’s experience in information systems aids the Board and management in overseeing the Company’s information technology functions.
James Wall – Director.
James Wall has served as a director of Holdings since 2017 and has been a director on the Board of the Company's Standard Premium Finance Management Corporation subsidiary since 2004. Mr. Wall was instrumental in the Board of Directors agreeing to change Standard Premium Finance Management Corporation from a sub chapter "S" corporation to a "C" corporation so that a holding company could be created. In 2005, Mr. Wall retired from a career as a commercial airline pilot where he worked for American Airlines from 1989 until 2005. Notably, he gained industry experience as a commercial loan credit analyst during a furlough period with Eastern Airlines, where he was a commercial pilot for Eastern Airlines from 1973 until its bankruptcy in 1989, also working two years for Atlantic Bank. Mr. Wall joined the United States Navy as a pilot in 1973 and remaining in the Naval Reserve until 1988 when he retired at the rank of Captain. Mr. Wall earned a bachelor’s degree from Wake Forest University, and an MBA from the University of North Florida. The Board believes that Mr. Wall’s long-term service as a director of the Company’s subsidiary provides essential insight into the Company’s operations as well as institutional memory that benefits the entire Board as well as management.
Carl C. Hoechner – Director.
Carl C. Hoechner has served as a Director for Holdings since its inception in 2017. Mr. Hoechner invested capital in Standard Premium Finance Management Corporation in 2011 and has served as a member of its Board of Directors since 2011. As such, Mr. Hoechner has assisted in to raising several million dollars in Subordinated Notes from many investors. Mr. Hoechner is also an entrepreneur in tourism and real estate. Since 2000 and presently, he has owned and operated the C.L. Hoechner Overseas Tours, Inc. with most of its operations remaining in Europe. He also actively continues his career as a real estate developer, remodeling and selling properties to multinational and foreign investors. Mr. Hoechner was born in the US (Florida), but raised in Oberammergau, DE, Carl Hoechner studied and received the equivalent of a BS in Economics and Tourism from Industry and Trade Chamber of Munich, located in Munich Germany. As a multinational entrepreneur, Mr. Hoechner moved back to the US in 2001, and made his primary residence in Miami, Florida. The Board believes that Mr. Hoechner’s experience as lead investor in the Company’s subordinated notes provides the Board and management with insight into the interests and concerns of the Company’s investors.
Audit Committee
The Board adopted its current Audit Committee Charter on April 25, 2022. The principal functions of the Audit Committee are to review and monitor the Company’s financial reporting and the internal and external audits. The committee’s functions include, among other things: (i) to select and replace the Company’s independent registered public accounting firm; (ii) to review and approve in advance the scope and the fees of our annual audit and the scope and fees of non-audit services of the independent registered public accounting firm; (iii) to receive and consider a report from the independent registered public accounting firm concerning their conduct of the audit, including any comments or recommendations they might want to make in that connection; and (iv) to review compliance with and the adequacy of our major accounting and financial reporting policies and controls. The members of the Audit Committee are currently Scott Howell, MD, Mark Kutner, MD, and John Leavitt, DBA. The Audit Committee met four times during the fiscal year ended December 31, 2022. The Board has determined that Messrs. Howell, Kutner and Leavitt are “independent” as defined in the rules of the The Nasdaq Stock Market LLC and that Mr. Howell qualifies as an “audit committee financial expert” as defined in the regulations of the Securities and Exchange Commission. A copy of the Audit Committee charter is available at https://standardpremiuminvestors.com.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our officers and directors and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock with the SEC. Based on our review of the copies of such reports, we believe that all such reports required by Section 16(a) of the Exchange Act were in compliance with such filing requirements during the fiscal year ended December 31, 2022 other that the following:
Brian Krogol filed a late Form 4 related to the exchange of a note payable for Series A Preferred Stock.
Carl Hoechner filed two late Form 4s related to purchase and sale of Common Stock.
Code of Ethics
The Company has adopted a Code of Ethics which applies to all directors, officers and employees of the Company. A copy of the Code of Ethics is filed as Exhibit 14 to this Annual Report.
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| ITEM 11. | EXECUTIVE COMPENSATION |
Overview and Objectives
We believe our success depends on the continued contributions of our named executive officers. We have established our executive compensation program to attract, motivate, and retain our key employees in order to enable us to maximize our profitability and value over the long term. Our policies are also intended to support the achievement of our strategic objectives by aligning the interests of our executive officers with those of our shareholders through operational and financial performance goals and equity-based compensation. We expect that our compensation program will continue to be focused on building long-term shareholder value by attracting, motivating and retaining talented, experienced executives and other key employees. Currently, our Chief Executive Officer oversees the compensation programs for our executive officers.
Summary Compensation Table
The following table sets forth information concerning the compensation of our chief executive officer, our chief financial officer, and our two other most highly compensated executive officers serving during fiscal 2022 (the “named executive officers”)
| Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Option Awards ($) (3) | Total ($) | ||||||||||||||
| William Koppelmann, | 2022 | 228,462 | 10,323 | 27,770 | 266,555 | ||||||||||||||
| Chief Executive Officer | 2021 | 184,773 | 9,428 | — | 194,201 | ||||||||||||||
| Brian Krogol | 2022 | 148,077 | 7,235 | 28,600 | 183,912 | ||||||||||||||
| Chief Financial Officer | 2021 | 135,385 | 7,422 | — | 142,807 | ||||||||||||||
| Victor Galliano | 2022 | 175,696 | 1,701 | — | 177,397 | ||||||||||||||
| Vice President of Sales | 2021 | 163,751 | 1,703 | — | 165,454 | ||||||||||||||
| Robert Mattucci | 2022 | 147,561 | 4,679 | — | 152,240 | ||||||||||||||
| Vice President of Marketing | 2021 | 145,588 | 3,819 | — | 149,407 | ||||||||||||||
| (1) | Salary and Commissions paid through payroll |
| (2) | Cash bonuses paid through payroll |
| (3) | Fair Value of Option Awards at Grant Date. See Note 12 to the Company’s Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021 for details on determination of fair value of Stock Options. This amount is calculated assuming that the vesting condition requiring continued employment through June 29, 2024 will be achieved. |
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Outstanding Equity Awards Table
The following table sets forth outstanding equity awards for our named executive officers at December 31, 2022.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Name (a) | Number of securities underlying unexercised warrants (#) exercisable (b) | Number of securities underlying unexercised warrants (#) not exercisable (c) | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) (d) | Option/warrant exercise price (e) | Option/warrant expiration date (f) | |||||||||||||
| William Koppelmann | 25,000 | — | — | $ | 4.00 | March 31, 2025 | ||||||||||||
| 75,000 | — | — | $ | 12.00 | March 31, 2025 | |||||||||||||
| 10,000 | $ | 4.95 | June 28, 2027 | |||||||||||||||
| Brian Krogol | — | — | 83,700 | $ | 0.80 | February 28, 2030 | ||||||||||||
| 10,000 | $ | 4.50 | June 28, 2032 | |||||||||||||||
| 5,000 | — | — | $ | 4.00 | March 31, 2025 | |||||||||||||
| 50,000 | — | — | $ | 12.00 | March 31, 2025 | |||||||||||||
| Victor Galliano | — | — | 27,900 | $ | 0.80 | February 28, 2030 | ||||||||||||
| Robert Mattucci | — | — | 27,900 | $ | 0.80 | February 28, 2030 | ||||||||||||
Note: The stock options issued under the Equity Incentive Plan vest over a two-year period from the grant date. The warrants all vested upon grant.
Director Compensation in 2022
The Company did not pay any directors compensation for their service on the Board of Directors during the year ended December 31, 2022. Messrs. Koppelmann and Krogol received compensation for services as executive officers as set forth in the Summary Compensation Table and no compensation for Board service.
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| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The following table sets forth certain information regarding the beneficial ownership of our common stock and Series A Convertible Preferred Stock as of March 17, 2023 by (i) each stockholder who is known by the Company to own beneficially more than five percent of any class of the Company’s voting securities, (ii) each current director of the Company, (iii) each of the Company’s current executive officers, and (iv) all executive officers and directors of the Company as a group. Except as indicated in the footnotes to the table, the listed stockholders hold sole voting and investment power over their respective shares. The information as to each person or entity is based upon the Company’s records and information provided to the Company.
| Common Stock | Series A Convertible Preferred Stock | |||||||||||||||
| Name | Number of Shares (a) | Percent of Class (a) | Number of Shares | Percent of Class | ||||||||||||
| William Koppelmann | 903,655 | (b) | 21.9 | % | ||||||||||||
| Brian Krogol | 138,800 | (c) | 3.4 | % | 2,000 | 1.2 | % | |||||||||
| Carl C. Hoechner | 196,076 | (d) | 4.8 | % | ||||||||||||
| Mark Kutner, MD | 241,500 | (e) | 5.9 | % | 50,000 | 30.1 | % | |||||||||
| James Wall | 103,256 | (f) | 2.5 | % | ||||||||||||
| Chris Perrucci | 91,500 | (g) | 2.2 | % | ||||||||||||
| John Leavitt | 91,500 | (h) | 2.2 | % | ||||||||||||
| Scott Howell, MD | 91,500 | (i) | 2.2 | % | ||||||||||||
| Victor Galliano | 43,259 | (j) | 1.0 | % | ||||||||||||
| Robert Mattucci | 39,303 | (k) | 1.0 | % | ||||||||||||
| Margaret Ruiz | 27,478 | (l) | <1% | |||||||||||||
| All Officers and Directors as a Group (11 persons) | 1,967,827 | 47.7 | % | |||||||||||||
| Shareholders with greater than 5%: | ||||||||||||||||
| MaryLea Boatwright | 286,748 | 6.9 | % | |||||||||||||
| (a) | A party is deemed to be a beneficial owner of shares that can be acquired by such person within 60 days from March 17, 2023, upon their exercise of options and warrants. Each beneficial owner’s percentage of ownership is determined by assuming that options and warrants that are held by such party (but not those held by any other party) and are exercisable or convertible by such party within 60 days from that date have been so exercised or converted. |
| (b) | Consists of (i) 803,655 shares owned by Mr. Koppelmann directly, (ii) 25,000 shares issuable upon exercise of Class W4 five-year warrants at an exercise price of $4.00 per share, and (iii) 75,000 shares issuable upon exercise of Class W12 five-year warrants at an exercise price of $12.00 per share. |
| (c) | Consists of (i) 100 shares owned by Mr. Krogol directly, (ii) 83,700 shares issuable upon exercise by Mr. Krogol of ten-year stock options at an exercise price of $0.80 per share, (ii) 5,000 shares issuable upon exercise of Class W4 five-year warrants at an exercise price of $4.00 per share and (iii) 50,000 shares issuable upon exercise of Class W12 five-year warrants at an exercise price of $12.00 per share. |
| (d) | Consists of (i) 171,076 shares owned by Mr. Hoechner directly and (ii) 25,000 shares issuable upon exercise of Class W12 five-year warrants at an exercise price of $12.00 per share. |
| (e) | Consists of (i) 126,500 shares owned by Dr. Kutner directly, (ii) 15,000 shares issuable upon exercise of Class W4 five-year warrants at an exercise price of $4.00 per share, (iii) 50,000 shares issuable upon exercise of Class W12 five-year warrants at an exercise price of $12.00 per share, and (iv) 50,000 shares issuable upon exercise of Class W4A five-year warrants at an exercise price of $4.00 per share. |
| (f) | Consists of (i) 78,256 shares owned by Mr. Wall directly and (ii) 25,000 shares issuable upon exercise of Class W12 five-year warrants at an exercise price of $12.00 per share. |
| (g) | Consists of (i) 66,500 shares owned by Mr. Perrucci directly and (ii) 25,000 shares issuable upon exercise of Class W12 five-year warrants at an exercise price of $12.00 per share. |
| (h) | Consists of (i) 66,500 shares owned by Mr. Leavitt directly and (ii) 25,000 shares issuable upon exercise of Class W12 five-year warrants at an exercise price of $12.00 per share. |
| (i) | Consists of (i) 66,500 shares owned by Mr. Howell directly and (ii) 25,000 shares issuable upon exercise of Class W12 five-year warrants at an exercise price of $12.00 per share. |
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| (j) | Consists of (i) 15,359 shares owned by Mr. Galliano directly and (ii) 27,900 shares issuable upon exercise of ten-year stock options at an exercise price of $0.80 per share. |
| (k) | Consists of (i) 11,403 shares owned by Mr. Mattucci directly and (ii) 27,900 shares issuable upon exercise of ten-year stock options at an exercise price of $0.80 per share. |
| (l) | Consists of (i) 17,478 shares owned by Ms. Ruiz directly and (ii) 10,000 shares issuable upon exercise of ten-year stock options at an exercise price of $0.80 per share. |
Address of William J. Koppelmann, Carl Christian Hoechner, Mark Kutner, James Wall, Chris Perrucci, John Leavitt, Scott Howell, Victor Galliano, Robert Mattucci, Margaret Ruiz, and Brian Krogol is 13590 SW 134th Avenue, Suite 214, Miami, FL 33186. Address of MaryLea Boatwright is 3889 Admiral Drive, Chamblee, GA 30341.
Securities Authorized for Issuance Under Equity Compensation Plans
On December 17, 2019, our Board of Directors adopted the 2019 Equity Incentive Plan (the “2019 Plan”) and the 2019 Plan was approved by the stockholders on January 8, 2020. The 2019 Plan provides for the award of Stock Options, Stock Purchase Rights, Stock Appreciation Rights and Common Stock. On June 29, 2022 20,000 options for the purchase of common stock were granted to designated Officers under the 2019 Plan. Half of these options vest on June 29, 2023 and the other half vest on June 29, 2024. During the years ended December 31, 2022 and 2021, the Company recognized $19,878 and $34,669, respectively, of stock option expense.
On March 12, 2019, the Board of Directors authorized the issuance of 1,000,000 common stock purchase warrants for compensation. On June 11, 2021, the Company authorized 400,000 additional warrants and issued 175,000 of these warrants for the purchase of common stock. The 175,000 Class W4A warrants are issued at $.001 Par Value and exercisable at a strike price of $4 for a period of five (5) years. These outstanding warrants were issued on June 11, 2021, to designated Officers, Directors, and consultants with a total fair value of $9,275 on the grant date. The warrants vested immediately. On June 1, 2022, the Company issued 60,000 of previously authorized warrants for the purchase of common stock. The 60,000 Class W4A warrants are issued at $.001 Par Value and exercisable at a strike price of $4 for a period of five (5) years. These outstanding warrants were issued on June 1, 2022 as compensation to consultants with a total fair value of $10,800 on the grant date. The warrants vested immediately.
The following table summarizes information about our outstanding equity plans as of December 31, 2022.
| Plan Category | Number of securities to be issued upon exercise of outstanding options and warrants (1) | Weighted-average exercise price of outstanding options and warrants (2) | Number of securities remaining available under equity compensation plans (excluding securities reflected in column (1)) (3)(a) | |||||||||
| Equity compensation plans approved by security holders | 207,400 | $ | 1.18 | 92,600 | ||||||||
| Equity compensation plans not approved by security holders | 1,035,000 | 7.09 | 365,000 | |||||||||
| Total | 1,242,400 | $ | 6.10 | 457,600 | ||||||||
| (1) | Includes 207,400 shares of common stock issuable upon exercise of stock options, which were issued through the 2019 Plan, and 1,035,000 stock purchase warrants, which were issued under the authorization of the Board of Directors. |
| (2) | Includes exercise price of 207,400 outstanding stock options, which were issued through the 2019 Plan, and 1,035,000 stock purchase warrants, which were issued under the authorization of the Board of Directors. |
| (3) | Consists of the 92,600 shares available for future issuance under the 2019 Plan and the 365,000 authorized but unissued common stock purchase warrants. |
| (a) | See Note 13 – Equity in the Notes to Consolidated Financial Statements included in this Form 10-K for the years ended December 31, 2022 and 2021 for further information. |
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| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
In the ordinary course of our business, we may enter into transactions with our directors, officers and 5% or greater stockholders.
Creation of Holding Company
In March 2017, the Company entered into an agreement of share exchange with Standard Premium Finance Management Corporation (“Management”) and the shareholders of Management to facilitate the formation of the Company, which acquired all of the issued and outstanding shares of Management in exchange for newly issued shares of Company common stock. Each outstanding share of Management common stock was issued 28.4 shares of Company common stock in the share exchange. As a result, Management became the 100% directly-owned subsidiary of the Company.
Agreement with Bayshore Corporate Finance, LLC
In July 2016, the Company entered into a Consulting Agreement with Bayshore Corporate Finance, LLC to facilitate the Company’s business strategy and planning and to advise the Company in financial, mergers and acquisitions and other matters. Scott Howell, Chris Perrucci, and John Leavitt were managers of Bayshore Corporate Finance, LLC and directors of the Company at the time the consulting agreement was executed. In December 2019, these directors retired as managers of Bayshore Corporate Finance, LLC. They had no ownership interest in Bayshore Corporate Finance, LLC. The Company paid Bayshore Corporate Finance, LLC $64,973 in 2021 and $86,477 in 2022. On June 11, 2021, the Company issued Bayshore Corporate Finance, LLC 75,000 Class W4A Warrants for the purchase of common stock at $4.00 per share with a total fair value of $3,975 at the grant date. The Warrants have a term of five (5) years and have a cashless exercise provision.
Lease Agreement with Marlenko Acquisitions, LLC
The Company’s headquarter office in Miami, Florida is an office condominium owned by Marlenko Acquisitions, LLC. Director and Officer William Koppelmann, Secretary Margaret Ruiz and over 5% shareholder MaryLea Boatwright are the owners and managers of Marlenko Acquisitions, LLC. The Company pays Marlenko rent of $7,472 per month for the facility and pays utilities, taxes and maintenance on the facilities.
Loans to the Company by Officers and Directors
There are six directors and/or officers that have made loans to the company. Our CEO, William Koppelmann has advanced loans to the corporation through various notes totaling $202,000, maturing between 2023 and 2026, at interest of 8%. Mr. James Wall, director, has made advances of $166,000 that matures in 2025, at interest of 8%. Mr. Carl Christian Hoechner, director, has made advances of $27,000 maturing in 2023, at interest of 8%. Mr. Robert Mattucci, Vice President, has made advances of $140,000, maturing in 2024 and 2026, at interest of 8%. Ms. Margaret Ruiz, Secretary, has made advances of $10,000, maturing in 2023, at interest of 8%. Mr. Brian Krogol, Vice President, has made advances of $180,000, maturing in 2024, at interest of 8%. All interest is paid on a monthly basis, in arrears and the company is current on its payments.
Review, Approval or Ratification of Transactions with Related Persons
The Board of Directors is responsible for reviewing related party transactions involving directors, executive officers and shareholders. In addition, our Board is responsible for approving all related party transactions between us and any officer, director or stockholder that would potentially require disclosure. The Company has a Business Ethics and Conduct Policy which requires that any potential conflicts of interest must be reported immediately to the Board of Directors, Chief Executive and the Company’s legal counsel.
Director Independence
The Company has chosen to measure the independence of its directors under the definition of independence used by The Nasdaq Stock Market LLC. In determining independence, the Board reviews and seeks to determine whether directors have any material relationship with the Company, direct or indirect, which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board reviews business, professional, charitable and familial relationships of the directors in determining independence. Under such definition, the board of directors has determined that Carl Hoechner, Mark Kutner, MD, James Wall, Chris Perrucci, John Leavitt, and Scott Howell, MD, are independent directors.
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| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The following table shows the aggregate fees billed to us for professional services rendered by Assurance Dimensions and Liggett & Webb, P.A. during the years presented:
| Year Ended December 31, | ||||||||
| Types of Fees | 2022 | 2021 | ||||||
| Audit Fees (1) | $ | 58,500 | $ | 61,500 | ||||
| Audit-Related Fees (2) | — | — | ||||||
| Tax Fees (3) | 2,500 | 2,500 | ||||||
| Other Fees (4) | — | — | ||||||
| Total Fees | $ | 61,000 | $ | 64,000 | ||||
| (1) | Audit fees consist of fees billed for professional services rendered for the audit of our annual consolidated financial statements and professional services rendered in connection with our filing of our annual Form 10-K, quarterly Form 10-Q, and other services that are normally provided by Liggett & Webb, P.A. and Assurance Dimensions, LLC, during the years presented in connection with statutory and regulatory filings or engagements. |
| (2) | Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported as audit fees. |
| (3) | Tax fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning. |
| (4) | All other fees consist of fees billed for products and services other than the services described in notes (1), (2) and (3) above. |
Audit Committee Pre-Approval Policies
The Audit Committee’s policy is to pre-approve all audit services and all permitted non-audit services (including the fees and terms thereof) to be provided by the Company’s independent registered public accounting firm; provided, however, pre-approval requirements for non-audit services are not required if all such services (1) do not aggregate to more than five percent of total revenues paid by the Company to its independent registered public accounting firm in the fiscal year when services are provided; (2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee.
The Audit Committee pre-approved all of the fees described above.
The Audit Committee has considered whether the provision of the above services other than audit services is compatible with maintaining auditor independence.
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| ITEM 15. | EXHIBIT AND FINANCIAL STATEMENT SCHEDULES |
(a) Documents filed as part of this report
(1) All financial statements
The following financial statements are filed as part of this report:
| Report of Independent Registered Public Accounting Firm (PCAOB ID #5036) |
| CONSOLIDATED FINANCIAL STATEMENTS: |
| Consolidated Balance Sheets as of December 31, 2022 and 2021 |
| Consolidated Statements of Operations for the years ended December 31, 2022 and 2021 |
| Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2022 and 2021 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021 |
| Notes to Consolidated Financial Statements |
Exhibit Index
| 32 |
———————
* Indicates a management contract or compensatory plan or arrangement.
| ITEM 16. | FORM 10-K SUMMARY |
Not Applicable.
| 33 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: March 17, 2023 | ||
| 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) |
||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 17, 2023.
| Signature | Title | ||
| /s/ William Koppelmann | Chairman, President, Chief Executive Officer, Director | ||
| William Koppelmann | (Principal Executive Officer) | ||
| /s/ Brian Krogol | Chief Financial Officer and Director | ||
| Brian Krogol | (Principal Financial Officer) | ||
| /s/ Scott Howell, MD | Director | ||
| Scott Howell, MD | |||
| /s/ Mark E. Kutner, MD | Director | ||
| Mark E. Kutner, MD | |||
| /s/ John C. Leavitt, DBA | Director | ||
| John C. Leavitt, DBA | |||
| /s/ Christopher Perrucci | Director | ||
| Christopher Perrucci | |||
| /s/ James Wall | Director | ||
| James Wall | |||
| /s/ Carl C. Hoechner | Director | ||
| Carl C. Hoechner | |||
| 34 |
Standard Premium Finance Holdings, Inc. and Subsidiary
Table of Contents
| Report of Independent Registered Public Accounting Firm (PCAOB ID #5036) | F-2 |
| Report of Independent Registered Public Accounting Firm (PCAOB ID #287) | F-4 |
| CONSOLIDATED FINANCIAL STATEMENTS: | |
| Consolidated Balance Sheets as of December 31, 2022 and 2021 | F-6 |
| Consolidated Statements of Operations for the years ended December 31, 2022 and 2021 | F-7 |
| Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2022 and 2021 | F-8 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021 | F-9 |
| Notes to Consolidated Financial Statements | F-10 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Standard Premium Finance Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Standard Premium Finance Holdings, Inc. and Subsidiary (the Company) as of December 31, 2022, and the related consolidated statements of operations, stockholders’ equity and cash flow for the year ended December 31, 2022 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters to be communicated below, are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| F-2 |
Description of the Matter
During our audit procedures, we identified that there were significant accounts receivable as of December 31, 2022 and therefore there was a question over the adequacy of the allowance for doubtful accounts.
How we addressed the matter in our audit
The primary procedures we performed to address this critical audit matter included examining the accounts receivable ledger, evaluating management’s assessment of the collectability of accounts receivable, and testing the collection of outstanding balances at year-end. Based on our procedures we deemed the Company’s treatment of accounts receivable and the corresponding allowance for doubtful accounts to be appropriate as of December 31, 2022.
Other Matter
The consolidated financial statements of the Company for the year ended December 31, 2021, before the restatement described in Note 3, were audited by another auditor whose report was dated March 25, 2022 expressed an unmodified opinion on those statements.
As part of our audit of the December 31, 2022 consolidated financial statements, we also audited the adjustments described in Note 3 that were applied to restate the 2021 consolidated financial statements. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2021 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2021 consolidated financial statements as a whole.
|
|
| /s/ |
| We have served as the Company’s auditor since 2022. |
| March 17, 2023 |
| F-3 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of:
Standard Premium Finance Holdings, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Standard Premium Finance Holdings, Inc. and Subsidiary (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures including examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also include evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Stock Options and Warrants
As described in Note 12 to the consolidated financial statements, the Company measures fair value of stock options and warrants at fair value using level three inputs. To determine fair value of stock options and warrants, the Company determines the appropriate valuation methodology and assumptions, including unobservable inputs. The Company used a valuation specialist to assist in estimating the fair value of the Company’s common stock. Stock options and warrants are measured at fair value using a Black-Scholes valuation model that uses significant assumptions, including the Company's fair value of common stock, volatility, risk-free interest rate and probability of exercise occurrence through expiration date.
| F-4 |
Auditing management's estimate for the fair value of stock options and warrants was highly judgmental as it involved our assessment of the significant assumptions used by the Company and valuation specialist engaged by the Company because the fair value calculations were sensitive to changes in assumptions described above, and certain inputs used in the determination of fair values were based on unobservable data, including, but not limited to, the volatility and probability of exercise.
To test the fair value of derivative liabilities, we performed audit procedures that included, among others, evaluating the methodologies used in the valuation model and the significant assumptions used by the Company and valuation specialist engaged by the Company.
Allowance for doubtful accounts for premium contract receivables and other related receivables
As described in Notes 2 and 3 to the consolidated financial statements, the carrying amount of the Premium Finance Contracts (“Contracts”) is reduced by an allowance for losses that are maintained at a level which, in management’s judgment, is adequate to absorb losses inherit in the Contracts. The amount of the allowance is based upon management’s evaluation of the collectability of the Contracts, including the nature of the accounts, credit concentration, trends, historical data, specific impaired Contracts, economic conditions, and other risks inherent in the Contracts. The allowance is increased by a provision for loan losses, which is charged to expense, and reduced by charge-offs, net of recovery.
Auditing management's estimate of the allowance for doubtful accounts was highly judgmental as it involved our assessment of the historical data, collections and other inputs used by the Company.
To test the allowance for doubtful accounts, we performed audit procedures that included, among others, evaluating the methodologies used in the determination of allowance for doubtful account and the historical data, collections and other inputs used by the Company as well as the subsequent collections.
/s/
We have served as the Company’s auditor since 2019.
March 25, 2022
| F-5 |
Standard Premium Finance Holdings, Inc. and Subsidiary
Consolidated Balance Sheets
| December 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Premium finance contracts and related receivable, net | ||||||||
| 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 | ||||||||
| Payroll Protection Program loan - 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 | ||||||||
| Payroll Protection Program loan, net of current portion | ||||||||
| 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 16) | ||||||||
| STOCKHOLDERS' EQUITY: | ||||||||
| Preferred stock, par value $ per share; million shares authorized, shares designated as Series A - convertible, and issued and outstanding at December 31, 2022 and December 31, 2021, respectively | ||||||||
| Common stock, par value $ per share; million shares authorized, and shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | ||||||||
| Additional paid in capital | ||||||||
| Retained earnings | ||||||||
| TOTAL STOCKHOLDERS' EQUITY | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ | ||||||
See accompanying notes to the consolidated financial statements
| F-6 |
Standard Premium Finance Holdings, Inc. and Subsidiary
Consolidated Statement of Operations
| For the Year Ended | ||||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| REVENUES | ||||||||
| Finance charges | $ | $ | ||||||
| Late charges | ||||||||
| Origination fees | ||||||||
| TOTAL REVENUES | ||||||||
| OPERATING COSTS AND EXPENSES | ||||||||
| Interest expense | ||||||||
| Salaries and wages | ||||||||
| Commission expense | ||||||||
| Bad debts | ||||||||
| Professional fees | ||||||||
| Postage expense | ||||||||
| Insurance expense | ||||||||
| 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 notes to the consolidated financial statements
| F-7 |
Standard Premium Finance Holdings, Inc. and Subsidiary
Consolidated Statement of Changes in Stockholders’ Equity
| Additional | Total | |||||||||||||||||||||||||||
| Series A Preferred Stock | Common Stock | Paid-in | Retained | Stockholders' | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2020 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Options and warrants issued for services | — | — | ||||||||||||||||||||||||||
| Dividends paid on preferred stock | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2021 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Series A Convertible Preferred Stock issued for cash | — | |||||||||||||||||||||||||||
| Series A Convertible Preferred Stock issued in exchange for note payable | — | |||||||||||||||||||||||||||
| Warrants issued for services | — | — | ||||||||||||||||||||||||||
| Options issued for services | — | — | ||||||||||||||||||||||||||
| Paid-in capital | — | — | ||||||||||||||||||||||||||
| Dividends paid on preferred stock | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2022 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
See accompanying notes to the consolidated financial statements
| F-8 |
Standard Premium Finance Holdings, Inc. and Subsidiary
Consolidated Statement of Cash Flows
| For the Year Ended | ||||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| (As Restated - | ||||||||
| See Note 3) | ||||||||
| CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||
| NET INCOME | $ | $ | ||||||
| ADJUSTMENTS TO RECONCILE NET INCOME TO CASH PROVIDED BY OPERATING ACTIVITIES: | ||||||||
| Depreciation | ||||||||
| Loss on disposal of property and equipment | ||||||||
| Amortization of right to use asset - operating lease | ||||||||
| Amortization of finance lease asset | ||||||||
| Bad debt expense | ||||||||
| Amortization of loan origination fees | ||||||||
| Options issued for services | ||||||||
| Warrants issued for services | ||||||||
| 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 | ( | ) | ( | ) | ||||
| Sale of property and equipment | ||||||||
| 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 notes payable | ||||||||
| Repayment of notes payable | ( | ) | ( | ) | ||||
| Proceeds from notes payable - stockholders and related parties | ||||||||
| Repayment of notes payable - stockholders and related parties | ( | ) | ( | ) | ||||
| Repayment of finance lease obligation | ( | ) | ( | ) | ||||
| Proceeds from the sale of Series A Convertible Preferred Stock | ||||||||
| Repayment of PPP loan | ( | ) | ||||||
| Paid-in capital | ||||||||
| Dividends paid on Series A Convertible Preferred Stock | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| NET CHANGE IN CASH | ( | ) | ||||||
| CASH AT THE BEGINNING OF THE YEAR | ||||||||
| CASH AT THE END OF THE YEAR | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the year for: | ||||||||
| Income taxes | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING TRANSACTION: | ||||||||
| Debt exchanged for Series A Convertible Preferred Stock | $ | $ | ||||||
| Operating lease assets obtained in exchange for lease liabilities | $ | $ | ||||||
| Finance lease assets obtained in exchange for lease liabilities | $ | $ | ||||||
See accompanying notes to the consolidated financial statements
| F-9 |
Standard Premium Finance Holdings, Inc. and Subsidiary
Notes to Consolidated Financial Statements
December 31, 2022 and 2021
1. Principles of Consolidation and Description of Business
Standard Premium Finance Holdings, Inc.
(“SPFH” or the “Holdings”) was incorporated on May 12, 2016, pursuant to the laws of the State of Florida. SPFH
issued shares of common stock to its founder with a fair value of $
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 seventeen states.
On March 22, 2017, SPFH entered into an agreement of share exchange with SPFMC and the shareholders of SPFMC common stock to facilitate the formation of SPFH that will own all of the issued and outstanding shares of SPFMC. The shareholders of SPFMC agreed to exchange SPFMC common stock for newly issued shares of SPFH common stock. For accounting purposes, this transaction is being accounted for as a merger of entities under common control and has been treated as a recapitalization of SPFH with SPFMC as the accounting acquirer. The historical financial statements of the accounting acquirer became the financial statements of the Company. We did not recognize goodwill or any intangible assets in connection with the transaction.
The accompanying consolidated financial statements include the accounts of SPFH and its wholly-owned subsidiary SPFMC. SPFH and its Subsidiary are collectively referred to as (“the Company”). All significant intercompany balances and transactions have been eliminated in consolidation.
2. Summary of Significant Accounting Policies
Revenue Recognition
Finance charges on insurance premium installment contracts are initially recorded as unearned interest and are credited to income monthly over the term of the finance agreement. For Florida, Georgia, North Carolina and Texas contracts, an initial service fee of $20 per contract and the first month’s interest, on a pro rata basis, are recognized as income at the inception of a contract. The same treatment is applied to the $15 initial service fee and first month’s interest in South Carolina. The initial $20 per contract fee can only be charged once to an insured in a twelve-month period. In accordance with industry practice, finance charges are recognized as income using the “Rule of 78s” method of amortizing finance charge income, which does not materially differ from the interest method of amortizing finance charge income on short term receivables. Late charges are recognized as income when charged. Unearned interest is netted against Premium Finance Contracts and Related Receivables on the balance sheets for reporting purposes.
The provisions of Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts with Customers (“ASC 606”) provide guidance on the recognition, presentation, and disclosure of revenue in financial statements. ASC 606 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. ASC 606 requires revenue to be recognized upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for services that are distinct and accounted for as separate performance obligations. In such cases, revenue would be recognized at the time of delivery or over time for each performance of service. However, ASC 606 exempts items under ASC 835-30 and ASC 310-20 (i.e. finance charges, late charges and origination fee income for the Company).
| F-10 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
2. Summary of Significant Accounting Policies (Continued)
Cash, 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. The Company has
The Company experienced a cash overdraft of $
Premium Finance Contracts and Related Receivable
The Company finances insurance premium on policies
primarily for commercial enterprises. The term of each contract varies from 3 to 12 monthly payments. Repayment terms are structured such
that the contracts will be repaid within the term of the underlying insurance policy, generally less than one year. The contracts are
secured by the unearned premium of the insurance carrier which is obligated to pay the Company any unearned premium in the event the insurance
policy is cancelled pursuant a power of attorney contained in the finance contract. As of December 31, 2022 and 2021, the amount of unearned
premium on open and cancelled contracts totaled $
Allowance for Doubtful Accounts
The carrying amount of the Premium Finance Contracts (“Contracts”) is reduced by an allowance for losses that are maintained at a level which, in management’s judgment, is adequate to absorb losses inherent in the Contracts. The amount of the allowance is based upon management’s evaluation of the collectability of the Contracts, including the nature of the accounts, credit concentration, trends, and historical data, specific impaired Contracts, economic conditions, and other risks inherent in the Contracts. The allowance is increased by a provision for contract losses, which is charged to expense, and reduced by charge-offs, net of recovery.
In addition, specific allowances are established for accounts over 120 days. Individual contracts are written off against the allowance when collection of the individual contracts appears doubtful. The collectability of outstanding and cancelled contracts is generally secured by collateral in the form of the unearned premiums on the underlying policies and accordingly historical losses tend to be relatively small. The collectability of amounts due from agents is determined by the financial strength of the agency.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:
Furniture and equipment
Computer equipment and software
Leasehold improvements
| F-11 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
2. Summary of Significant Accounting Policies (Continued)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in valuation of deferred tax assets, allowance for doubtful accounts, depreciable lives of property and equipment, and valuation of stock-based compensation.
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.
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 balance sheet | ||||||||
| December 31, 2022 | December 31, 2021 | |||||||
| Uninsured Balance | $ | $ | ||||||
| Plus: Insured balances | ||||||||
| Plus: Balances at other institutions that do not exceed FDIC limit | ||||||||
| Plus: Cash overdraft | ||||||||
| Less: Outstanding checks | ( | ) | ( | ) | ||||
| Cash per Consolidated Balance Sheet | $ | $ | ||||||
The Company controls its credit risk in accounts receivable through credit standards, limits on exposure, by monitoring the financial condition of insurance companies, by adhering to statutory cancellation policies, and by monitoring and pursuing collections from past due accounts. We cancel policies at the earliest permissible date allowed by the statutory cancellation regulations.
Approximately
Cash Surrender Value of Life Insurance
The Company is the owner and beneficiary of a life
insurance policy on its CEO. The cash surrender value relative to the policy in place was $
| F-12 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
2. Summary of Significant Accounting Policies (Continued)
Fair Value of Financial Instruments
The Company’s carrying amounts of financial instruments as defined by Financial Accounting Standards Board (“FASB”) ASC 825, “Disclosures about Fair Value of Financial Instruments”, including premium finance contracts and related receivables, prepaid expenses, drafts payable, accrued expenses and other current liabilities, approximate their fair value due to the relatively short period to maturity for these instruments. The fair value of the line of credit and notes payable are based on current rates at which the Company could borrow funds with similar remaining maturities and the carrying value approximates fair value.
Income Taxes
The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Uncertain tax positions are recognized only when the
Company believes it is more likely than not that the tax position will be upheld on examination by the taxing authorities based on the
merits of the position. The Company has
The Company filed consolidated tax returns for the
years ended December 31, 2022 and 2021, which are subject to examination by federal and state 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 are issuances made to directors, executives, employees and consultants, which includes employee stock options related to our 2019 Equity Incentive Plan and stock warrants. The determination of fair value involves a number of significant estimates. We use the Black-Scholes option pricing model to estimate the value of employee stock options and stock warrants which requires a number of assumptions to determine the model inputs. These include the expected volatility of our stock and employee exercise behavior which are based expectations of future developments over the term of the option.
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.
| F-13 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
2. Summary of Significant Accounting Policies (Continued)
For the years ended December 31, 2022 and 2021, stock options to purchase and shares of common stock were outstanding, respectively, as described in Note 13. of these options vested on March 1, 2021, stock options vested on March 1, 2022, stock options vest on June 29, 2023, and the remaining stock options vest on June 29, 2024. The vested stock options are considered dilutive and included in the calculation of diluted EPS at December 31, 2022, but considered anti-dilutive and excluded from the calculation of diluted EPS at December 31, 2021. The unvested stock options are excluded from the calculation of diluted EPS at December 31, 2022 and 2021.
For the years ended December 31, 2022 and
2021, stock warrants to purchase
The Series A Convertible Preferred Stock can be converted to common stock at 80% of the prevailing market price over the previous 30-day period at the option of the Company. This preferred stock is anti-dilutive as of December 31, 2022 and 2021, and excluded from dilutive earnings per share.
Leases
The Company recognizes and measures its leases in accordance with ASC Topic 842, “Leases”. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right of use (ROU) asset at the commencement date of the lease. The lease liability is initially and subsequently recognized based on the present value of its future lease payments calculated using the Company’s incremental borrowing rate.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements.
| F-14 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
2. Summary of Significant Accounting Policies (Continued)
Recent Accounting Pronouncements (Continued)
In June 2016, the FASB issued ASU 2016-13, "Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments," which replaces the existing "incurred loss" model for recognizing credit losses with an "expected loss" model referred to as the CECL model. Under the CECL model, the Company is required to present certain financial assets carried at amortized cost, such as insurance premium finance loans held for investment, at the net amount expected to be collected. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements and plans to adopt this standard in the first fiscal quarter of 2023.
3. Restatement of the Statement of Cash Flows
In the third quarter of 2022, pursuant to the advice of a technical expert, the Company restated its December 31, 2021 consolidated statement of cash flows to present the increase/decrease in premium finance contracts receivable as investing activities, in accordance with ASC 230, Statement of Cash Flows. Previously, the increase/decrease in premium finance contracts receivable were presented within operating activities on the Company's consolidated statements of cash flows. These changes have no impact on previously reported consolidated statements of operations and balance sheets as well as earnings per share.
The consolidated statement of cash flows for the year ended December 31, 2021, has been restated to reflect these adjustments to the presentation. The following table present the effects of the change on the presentation of the previously reported consolidated statement of cash flows:
| Schedule of consolidated statement of cash flows | ||||||||||||
| Year Ended December 31, 2021 | ||||||||||||
| As Previously Reported (i) | Restatement | As Restated | ||||||||||
| Net cash provided by (used in): | ||||||||||||
| Operating activities: (ii) | $ | ( | ) | $ | $ | |||||||
| Investing activities (iii) | ( | ) | ( | ) | ( | ) | ||||||
| (i) |
| (ii) |
| (iii) |
4. Premium Finance Contracts, Related Receivable and Allowance for Doubtful Accounts
Premium Finance Contracts and Related Receivable represent monthly payments due on insurance premium finance contracts. The Company finances insurance policies over periods from three months to one year for businesses and consumers who make an initial down payment of, on average, 25 percent of the insurance policy amounts. The entire amount of the contract is recorded including amounts due for finance charges and services charges. These receivables are reported net of unearned interest for financial statements purposes. Amounts due from agents represent balances related to (1) an agent’s unearned commission due to a policy cancellation and (2) down payments collected by the agents on behalf of the insured, which are due to us. Receivables from insurance premium finance contracts cancelled are due from the insurance companies.
| F-15 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
4. Premium Finance Contracts, Related Receivable and Allowance for Doubtful Accounts (Continued)
At December 31, 2022 and 2021, premium finance contract and agents’ receivable consists of the following:
| Schedule of premium finance contract and agents receivable | ||||||||
| Description | December 31, 2022 | December 31, 2021 | ||||||
| Insurance premium finance contracts outstanding | $ | $ | ||||||
| Insurance premium finance contracts cancelled | ||||||||
| Insurance Premium finance contracts gross | ||||||||
| Amounts due from agents | ||||||||
| Less: Unearned interest | ( | ) | ( | ) | ||||
| Insurance premium finance contracts net | ||||||||
| Less: Allowance for doubtful accounts | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
| Schedule of allowance for doubtful accounts | ||||||||
| December 31, 2022 | December 31, 2021 | |||||||
| Allowance for premium finance contracts | $ | $ | ||||||
| Allowance for amounts due from agents | ||||||||
| Total allowance for doubtful accounts | $ | $ | ||||||
| December 31, 2022 | December 31, 2021 | |||||||
| Balance, at the beginning of the year | $ | $ | ||||||
| Current year provision | ||||||||
| Direct write-downs charged against the allowance | ( | ) | ( | ) | ||||
| Recoveries of amounts previously charged off | ||||||||
| Balance at end of the year | $ | $ | ||||||
The Company maintains its allowance at gross amounts, which includes allowances for write-offs of unearned revenues. Provisions and write-offs per the footnote table above are displayed at gross amounts, which include provisions and write-offs of unearned revenues. These write-offs are appropriately split between the principal (i.e. bad debt expense) and interest/fee (i.e. contra-revenue) portions on the income statement. The following table shows a reconciliation between the total provision per the footnote and bad debt expense on the consolidated statement of operations:
| Schedule of footnote and bad debt expense | ||||||||
| December 31, 2022 | December 31, 2021 | |||||||
| Total Provision per footnote table | $ | $ | ||||||
| Less: Contra-revenues | ( | ) | ( | ) | ||||
| Less: Current year provisions for amounts due from agents | ( | ) | ||||||
| Bad Debt Expense per the Consolidated Statement of Operations | $ | $ | ||||||
| F-16 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
5. Property and Equipment, Net
At December 31, 2022 and 2021, the Company’s property and equipment consists of the following:
| Property and Equipment, Net | ||||||||
| December 31, 2022 | December 31, 2021 | |||||||
| 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 $
6. Leases
The Company accounts for leases in accordance with
ASC Topic 842. In March 2021, the Company renewed its office lease with Marlenko Acquisitions, LLC. The new two-year lease is identical
to the previous lease and expires on February 28, 2023 with a one-year option to renew. The right-of-use asset and operating lease liability
at the execution of this lease totaled $
Office lease – On March 1,
2021, the Company entered into a two (
Secure facility lease – On
September 11, 2017, the Company entered into a five (
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 $
| F-17 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
6. Leases (Continued)
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 fixed asset and lease liability at inception of the lease
was $
Maturities of lease liabilities as of December 31, 2022 were as follows:
| Maturities of lease liabilities | |||||
| 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| Total lease payments | |||||
| Less: imputed interest | ( | ) | |||
| Present value of lease liabilities | $ |
Supplemental balance sheet information related to leases is as follows:
| Supplemental balance sheet information related to leases | ||||||||||
| Leases | Classification | December 31, 2022 | December 31, 2021 | |||||||
| 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
7. 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 December 31, 2022 and 2021, the draft payable balances are $
| F-18 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
8. Line of Credit
Relationship with Woodforest National Bank (“WNB”)
On October 5, 2018, the Company entered into an exclusive
twenty-four month loan agreement with Woodforest National Bank for a revolving line of credit in the amount of $
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 December 31, 2022 and December 31, 2021, the advance
rate was 85% of the aggregate unpaid balance of the Company’s eligible accounts receivable. The line of credit is secured by all
Company assets and is personally guaranteed by our CEO and two directors of the Company.
The Company’s agreements with WNB and FHB contain certain financial covenants and restrictions. Under these restrictions, all the Company’s assets are pledged to secure the line of credit, the Company must maintain certain financial ratios such as an adjusted tangible net worth ratio, interest coverage ratio and senior leverage ratio. The loan agreement also provides for certain covenants such as audited financial statements, notice of change of control, budget, permission for any new debt, copy of filings with regulatory bodies, and minimum balances. Management believes it was in compliance with the applicable debt covenants as of December 31, 2022 and December 31, 2021.
| F-19 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
9. PPP Loan
On April 18, 2020, the Company entered
into a $
On June 22, 2022, the Company executed
a loan modification with Woodforest National Bank (“WNB”) allowing for the repayment of the PPP loan to WNB. The modified
loan has a maturity date of April 18, 2025 with a
| Schedule of PPP loan | ||||||||
| 2022 | 2021 | |||||||
| Total PPP loan | $ | $ | ||||||
| Less current maturities | ( | ) | ( | ) | ||||
| Long-term maturities | $ | $ | ||||||
10. Note Payable
At December 31, 2022 and 2021 the balances of long-term unsecured notes to unrelated parties are as follows:
| Note Payable | ||||||||
| December 31, 2022 | December 31, 2021 | |||||||
| Total notes payable - Others | $ | $ | ||||||
| Less current maturities | ( | ) | ( | ) | ||||
| Long-term maturities | $ | $ | ||||||
Scheduled future maturities of notes payable are as follows:
| Future maturities of notes payable | ||||||||
| Maturities due within: | ||||||||
| 1 year | $ | $ | ||||||
| 2 years | ||||||||
| 3 years | ||||||||
| 4 years | ||||||||
| 5 years and beyond | ||||||||
| Total maturities | $ | $ | ||||||
| F-20 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
10. Note Payable (Continued)
These are notes payable to individuals. The notes
have interest payable monthly, ranging from
11. Note Payable – Stockholders and Related Parties
At December 31, 2022 and 2021, the balances of long-term notes payable to stockholders and related parties are as follows:
| Schedule of long-term notes payable to stockholders and related parties | ||||||||
| December 31, 2022 | December 31, 2021 | |||||||
| Total notes payable - Related parties | $ | $ | ||||||
| Less current maturities | ( | ) | ( | ) | ||||
| Long-term maturities | $ | $ | ||||||
Scheduled future maturities of notes payable are as follows:
| Schedule of future maturities of notes payable | ||||||||
| Maturities due within: | ||||||||
| 1 year | $ | $ | ||||||
| 2 years | ||||||||
| 3 years | ||||||||
| 4 years | ||||||||
| 5 years | ||||||||
| Total maturities | $ | $ | ||||||
These are notes payable to stockholders and related
parties. The notes have interest payable monthly ranging from
| F-21 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
12. Income Taxes
The provision for income taxes for the years ended December 31, 2022 and 2021, consisted of the following:
| Schedule of provision for income taxes | ||||||||
| 2022 | 2021 | |||||||
| Statutory rate applied to income before income taxes | $ | $ | ||||||
| Increase in income taxes results from: | ||||||||
| Temporary differences | ( | ) | ( | ) | ||||
| Non-deductible expenses | ||||||||
| Change in valuation allowance | ||||||||
| Income tax expense | $ | $ | ||||||
| Schedule of Effective Income Tax Rate Reconciliation | ||||||||
| 2022 | 2021 | |||||||
| Income tax benefit at US statutory rate of 21% | % | % | ||||||
| Income tax benefit - state | % | % | ||||||
| Non-deductible expense | % | % | ||||||
| Change in temporary differences | - | % | - | % | ||||
| Change in valuation allowance | % | % | ||||||
| Income tax expense | % | % | ||||||
| Schedule of Deferred Tax Assets and Liabilities | ||||||||
| 2022 | 2021 | |||||||
| Deferred tax assets: | ||||||||
| Allowance for uncollectible | $ | $ | ||||||
| Stock compensation | ||||||||
| Book to tax depreciation | ||||||||
| Gross deferred tax assets | ||||||||
| Valuation allowance | ||||||||
| Net deferred tax assets | $ | $ | ||||||
13. Equity
Preferred Stock
As of December 31, 2022 and 2021, the Company was authorized to issue million shares of preferred stock with a par value of $0 per share, of which shares had been designated as Series A convertible preferred stock. As of December 31, 2022 and 2021, there were and shares, respectively, of Series A convertible preferred stock issued and outstanding.
| F-22 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
13. Equity (Continued)
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 $
December 31, 2021 dividends in arrears were declared and paid in January 2022. December 31, 2022 dividends in arrears were declared and paid in January 2023.
In January 2022, the Company exchanged $
Common Stock
As of both December 31, 2022 and 2021, the Company was authorized to issue million shares of common stock with a par value of $0 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 Company’s common stock.
The following table summarizes information about employee stock options outstanding at December 31, 2022:
| Schedule of employee stock options | |||||||||||||||||||||||||
| Outstanding Options | Vested Options | ||||||||||||||||||||||||
| Exercise Price | Number Outstanding at December 31, 2022 | Weighted Average Remaining Life | Weighted Average Exercise Price | Number Exercisable at December 31, 2022 | Weighted Average Remaining Life | Weighted Average Exercise Price | |||||||||||||||||||
| $0.80 | $ | $ | |||||||||||||||||||||||
| $4.50 | $ | — | |||||||||||||||||||||||
| $4.95 | $ | — | |||||||||||||||||||||||
| Outstanding options | $ | $ | |||||||||||||||||||||||
| F-23 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
13. Equity (Continued)
A summary of information regarding the stock options outstanding is as follows:
| Schedule of stock options outstanding | ||||||||||||||||
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2020 | $ | years | — | |||||||||||||
| Issued | — | |||||||||||||||
| Exercised | — | |||||||||||||||
| Outstanding at December 31, 2021 | $ | years | — | |||||||||||||
| Issued | $ | years | — | |||||||||||||
| Exercised | — | — | ||||||||||||||
| Outstanding at December 31, 2022 | $ | years | $ | |||||||||||||
| Exercisable at December 31, 2022 | $ | years | $ | |||||||||||||
On March 1, 2020, 187,400 of the above options were
granted to designated Officers and employees. Half of those options vested on March 1, 2021 and the other half vested on March 1, 2022.
On June 29, 2022 20,000 of the above options were granted to designated Officers. Half of these options vest on June 29, 2023 and the
other half vest on June 29, 2024. During the years ended December 31, 2022 and 2021, the Company recognized $
The fair value of the stock options originated in 2022 was determined using the Black Scholes Option Pricing Model based on the following assumptions:
| Schedule of stock options valuation assumptions | ||||||||
| Assumptions | $4.50 Strike | $4.95 Strike | ||||||
| (1) dividend yield of | % | % | ||||||
| (2) expected volatility of | % | % | ||||||
| (3) risk-free interest rate of | % | % | ||||||
| (4) expected life of | years | years | ||||||
| (5) estimated fair value | $ | $ | ||||||
| F-24 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
13. Equity (Continued)
Stock Warrants
On April 1, 2020, the Company
issued
| Schedule of stock warrants | ||||||||||||||||
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2020 | $ | years | — | |||||||||||||
| Issued | $ | — | ||||||||||||||
| Exercised | — | — | ||||||||||||||
| Outstanding at December 31, 2021 | $ | years | — | |||||||||||||
| Issued | $ | — | — | |||||||||||||
| Exercised | — | — | ||||||||||||||
| Outstanding at December 31, 2022 | $ | years | $ | |||||||||||||
| Exercisable at December 31, 2022 | $ | years | $ | |||||||||||||
The above outstanding warrants were issued on June
29, 2022, June 11, 2021 and April 1, 2020, to designated Officers, Directors, and consultants with a total fair value of $
The fair value of the stock options originated in 2022 was determined using the Black Scholes Option Pricing Model based on the following assumptions:
| Schedule of stock options valuation assumptions | ||||
| Assumptions | Grant Date | |||
| (1) dividend yield of | % | |||
| (2) expected volatility of | % | |||
| (3) risk-free interest rate of | % | |||
| (4) expected life of | years | |||
| (5) estimated fair value | $ | |||
| F-25 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
13. Equity (Continued)
The fair value of the stock warrants originated in 2021 was determined using the Black Scholes Option Pricing Model based on the following assumptions:
| Schedule of stock options valuation assumptions | ||||
| Assumptions | Grant Date | |||
| (1) dividend yield of | % | |||
| (2) expected volatility of * | % | |||
| (3) risk-free interest rate of | % | |||
| (4) expected life of | years | |||
| (5) estimated fair value | $ | |||
| * |
14. Employee Benefit Plan
The Company maintains a qualified retirement profit sharing plan, which covers substantially all employees. Employees ratably vest in the plan over six years and the Company’s contributions to the plan are discretionary. A plan contribution of $ and $ was made for the years ended December 31, 2022 and 2021, respectively.
15. 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 6, 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.
Line of credit
As discussed in Note 8, 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 11, the Company has been
advanced funds by its shareholders. As of December 31, 2022 and 2021, the amounts advanced were $
| F-26 |
Standard Premium Finance Holdings, Inc. and Subsidiary Notes to Consolidated Financial Statements December 31, 2022 and 2021 |
15. Related Party Transactions (Continued)
Stock Options
As discussed in Note 13, on March 1, 2020, the Company
issued
On June 29, 2022, the Company issued
Stock Warrants
As discussed in Note 13, on June 11, 2021, the Company
issued
16. Commitments and Contingencies
On June 29, 2022, the Company signed “at-will”
employment agreements with its CEO and CFO, which include fixed salary increases over the next five years and performance-based equity
compensation. At the execution of the agreements, the Company issued a total of
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.
17. Subsequent Events
In January 2023, the Company issued $
In January 2023, the Board of Directors declared
and paid dividends on the Series A convertible preferred stock of $
F-27
Exhibit 4.1
DESCRIPTION OF SECURITIES
General
The Company’s common stock, $.001 par value, is registered under Section 12 of the Securities Exchange Act of 1934. The Company’s Preferred Stock is not registered under Section 12 of the Securities Exchange Act of 1934 but certain provisions affect the common stock. As of December 31, 2022, the Company had 2,905,016 shares of common stock outstanding, and 166,000 shares of preferred stock outstanding. The following description of the Company’s capital stock is a summary and is qualified by the provisions of the Company’s Articles of Incorporation and Bylaws, a copy of which are exhibits to this Annual Report on Form 10-K. Our shares of common stock were held by 72 stockholders of record as of December 31, 2022.
Common Stock
We are authorized to issue 100,000,000 shares of Common Stock, $.001 par value. The holders of our Common Stock and Series A Convertible Preferred Stock, voting as a single class, are entitled to one vote for each share held of record on all matters to be voted on by stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voting for the election of directors can elect all of the directors then up for election. The holders of our Common Stock are entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally available therefor. In the event of liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to share ratably in all assets remaining which are available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the Common Stock. Holders of shares of our Common Stock, as such, have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to the Common Stock. All of the outstanding shares of Common Stock are fully paid and nonassessable.
Preferred Stock
Our board of directors has the authority, without stockholder approval, to issue up to 20,000,000 shares of preferred stock, $.001 par value, in one or more series and to determine the rights, privileges and limitations of the preferred stock. The rights, preferences, powers and limitations on different series of preferred stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions, and purchase funds and other matters. As of December 31, 2022 we have 166,000 shares of Series A Convertible Preferred Stock outstanding.
Description of Series A Convertible Preferred Stock
Pursuant to its authority, our board of directors has designated 600,000 shares of the preferred stock that we now have authority to issue as the Series A Convertible Preferred Stock (the “Series A Preferred Stock”) of which 166,000 shares have been duly and validly issued, fully paid and nonassessable. The Series A Preferred Stock is not subject to any sinking fund. We have no obligation to redeem the Series A Preferred Stock. The Series A Preferred Stock has a perpetual maturity and may remain outstanding indefinitely. Any Series A Preferred Stock converted, exchanged or redeemed or acquired by us will, upon cancellation, have the status of authorized but unissued shares of preferred stock of no designated series.
Ranking
The Series A Preferred Stock ranks senior to the Company’s junior equity securities, including our common stock.
Dividends
The Series A Preferred Stock will accrue cumulative dividends at a rate of 7% per annum of the Liquidation Preference ($10.00 per share) whether or not dividends have been declared by the Board of Directors and whether or not there are profits, surplus or other funds available for the payment of such dividends. Such dividends are in preference to all other classes of stock junior in rank to the Series A Preferred Stock, including our common stock. No dividends may be authorized, declared or paid if an agreement relating to the Company or any subsidiary or affiliate of the Company prohibits such dividends on the Series A Convertible Preferred Stock.
Conversion
After the Common Stock of the Corporation has been sold in an underwritten public offering or is registered under Section 12 (b) or 12(g) of the Securities Exchange Act of 1934 and is regularly traded the NASDAQ Stock Market or New York Stock Exchange or is regularly quoted and traded on the over-the-counter market (a “Public Equity Event”), the Corporation shall have the right to convert, from time to time, and without payment of additional consideration, any or all of the outstanding shares of Series A Preferred Stock into such number of fully paid and nonassessable shares of Common Stock at a conversion price equal to eighty (80%) percent of the average of the closing of bid prices over the last twenty (20) Trading Days as reported by the principal U.S. registered securities exchange on which the Common Stock is so listed or quoted, or, if no closing bid price is reported, the last reported sale price on the principal U.S. registered securities exchange on which the Common Stock is so listed or quoted, or if the Common Stock is not so listed or quoted on a U.S. registered securities exchange, the last quoted closing bid price for the Common Stock in the U.S. over-the-counter market or, if the bid price is not available, the last reported sale price of the Common Stock in the U.S. over-the-counter market. Notwithstanding the foregoing the conversion price shall not be less than $5.00 per share, subject to adjustment for specified events.
Prior to a Public Equity Event the Company shall have the right to convert any outstanding shares of Series A Preferred Stock into fully paid and nonassessable shares of Common Stock with the written approval of the holders of the Series A Preferred Stock to be so converted, subject to adjustment for specified events.
Adjustment of Conversion Price for Specified Events
The conversion price of the Series A Preferred Stock is subject to adjustment for specified events, including stock splits, reclassifications and exchanges, issuance of stock dividends, mergers and certain sales of assets.
Redemption Rights
At any time on or after two (2) years of issuance, the Company may redeem all or any part of the then outstanding Series A Preferred Stock for an amount in cash equal to 107% of the Liquidation Preference of the Series A Preferred Stock plus any accrued and unpaid dividends. Such redemption price is payable in 36 equal monthly installments plus interest at the rate of 7% per annum.
Liquidation Preference
Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the holders of the Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Series A Preferred Stock to the Liquidation Value the Series A Preferred Stock ($10.00 per share) plus any accrued and unpaid dividends thereon before any distribution or payment shall be made to the holders of any junior securities (including, without limitation, the common stock). Certain mergers or consolidations involving the Company or sales of all or substantially all of the capital stock or assets of the Company will be deemed to be a liquidation, dissolution or winding up of the Company unless the holders of a majority of the then outstanding Series A Preferred Stock elect not to treat such transactions as liquidation events.
Voting Rights
The Series A Preferred Stock votes together with the Common Stock as a single class with each outstanding share of Series A Preferred Stock entitled to one vote.
Protective Provisions
So long as the shares of Series A Preferred Stock on an as converted to Common Stock basis represent 25% or more of the Corporation’s outstanding capital stock, the Company shall not (by amendment, merger, consolidation or otherwise) without first obtaining the approval of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock:
(a) amend, alter, waive, repeal or modify any provision of its Articles of Incorporation or Bylaws of the Corporation so as to adversely affect or otherwise impair any of the rights, preferences, privileges, qualifications, limitations or restrictions of, or applicable to, the Series A Preferred Stock;
(b) authorize or issue, or obligate itself to issue, any other equity security, including any security convertible into or exercisable for any equity security, having rights, preferences or privileges senior to or on a parity with the Series A Preferred Stock;
(c) alter or change any rights, preferences or privileges of the Series A Preferred Stock; or
(d) increase or decrease (other than by conversion) the total number of authorized shares of Series A Preferred Stock.
Blank Check Preferred Stock
The availability of 20,000,000 authorized preferred stock for issuance under our articles of incorporation provides the board of directors with flexibility in addressing corporate issues that may arise. Having these authorized shares available for issuance allows the Company to issue shares of preferred stock without the expense and delay of a special shareholders’ meeting. The authorized shares of preferred stock will be available for issuance without further action by the Company’s shareholders, with the exception of any actions required by applicable law or the rules of any stock exchange on which our securities may be listed. The board of directors has the power, subject to applicable law, to issue classes or series of preferred stock that could, depending on the terms of the class or series, impede the completion of a merger, tender offer or other takeover attempt. As of December 31, 2022, the Company has designated 600,000 shares of preferred stock as Series A Convertible Preferred Stock, of which 166,000 shares has been issued.
EXHIBIT 10.7
Schedule of Employee Incentive Stock Options issued on March 1, 2020 and June 29, 2022
| Name | # of Options Awarded | Award Date |
| William Koppelmann | 10,000 | June 29, 2022 |
| Brian Krogol | 10,000 | June 29, 2022 |
| Brian Krogol | 83,700 | March 1, 2020 |
| Victor Galliano | 27,900 | March 1, 2020 |
| Robert Mattucci | 27,900 | March 1, 2020 |
| Ramon Mejido | 27,900 | March 1, 2020 |
| Dagoberto Gonzalez | 10,000 | March 1, 2020 |
| Margaret Ruiz | 10,000 | March 1, 2020 |
| Total | 207,400 | |
| Maximum Aggregate Options | 300,000 | |
| Remaining Options in Plan | 92,600 |
EXHIBIT 10.9
FIRST amendment to LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (“Amendment”) is made as of October 5, 2021, by and among STANDARD PREMIUM FINANCE MANAGEMENT CORPORATION, a Florida corporation (“Borrower”), FIRST HORIZON BANK, a Tennessee banking corporation (“Bank”), and STANDARD PREMIUM FINANCE HOLDINGS, INC., a Florida corporation (the “Entity Guarantor”), WILLIAM KOPPELMANN, an individual, MARK KUTNER, an individual, and CARL CHRISTIAN HOECHNER, an individual (each an “Individual Guarantor” and collectively the “Individual Guarantors”, with William Koppelmann and Mark Kutner sometimes referred to herein as the “Existing Individual Guarantors”) (the Entity guarantor and the Individual Guarantors are collectively the “Guarantors”).
Recitals of Fact
Borrower, the Existing Individual Guarantors, Entity Guarantor, and Bank previously entered into a Loan Agreement dated February 3, 2021 (the “Loan Agreement”).
Borrower has requested that Bank agree to increase the maximum principal amount available to be borrowed under the Loan Agreement and modify certain other terms of the Loan Agreement. Bank has agreed to do so, on and subject to the terms and conditions set forth in this Amendment, including, without limitation, the addition of Carl Christian Hoechner as an additional Individual Guarantor.
NOW, THEREFORE, incorporating the Recitals of Fact set forth above and in consideration of the mutual agreements herein contained, the parties agree as follows:
AGREEMENTS
1.Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Loan Agreement.
2To induce the Bank to enter into this Amendment, the Borrower and the Guarantors do hereby absolutely and unconditionally, certify, represent, and warrant to the Bank, and covenant and agree with the Bank, that:
(a)all representations and warranties made by the Borrower and/or Guarantors in the Loan Agreement, as amended hereby, and in all other documents evidencing, securing, guaranteeing, or otherwise related to the Loan Agreement (all of which are herein sometimes called the “Loan Documents”), are true, correct, and complete in all material respects as of the date of this Amendment;
(b)as of the date hereof, there are no existing Defaults or Events of Default;
(d)there are no existing offsets, defenses, or counterclaims to the obligations of the Borrower or Guarantors, as set forth in the Loan Agreement or in any other Loan Document;
(e)neither the Borrower nor any of the Guarantors has any existing claim for damages against the Bank arising out of or related to the Loans or any other loans and obligations of the Borrower or any of the Guarantors to the Bank; and, if and to the extent (if any) that the Borrower or any of the Guarantors has any such existing claim, the Borrower and the Guarantors do hereby forever release and discharge, in all respects, the Bank with respect to such claim; and
(f)the Loan Agreement, as amended by this Amendment, and the other Loan Documents, are valid, genuine, enforceable in accordance with their respective terms, and in full force and effect.
3.From and after the date of this Amendment, Carl Christian Hoechner shall be an “Individual Guarantor” (as such term is defined in the initial paragraph of the Loan Agreement, and the term “Individual Guarantors” (as defined in the initial paragraph of the Loan Agreement) shall mean and refer to William Koppelmann, Mark Kutner, and Carl Christian Hoechner, collectively. By his execution of this Amendment, Carl Christian Hoechner agrees to join in and be bound by all of the terms, agreements, covenants, and conditions of the Loan Agreement and the other Loan Documents that are applicable to an Individual Guarantor or to the Individual Guarantors collectively, to the same extent as if Carl Christian Hoechner had initially executed the Loan Agreement as an Individual Guarantor.
4.The definition of the term “Committed Amount”, as given in the Recitals of Fact to the Loan Agreement, is hereby modified and amended to mean the principal sum of up to Forty-Five Million Dollars ($45,000,000.00).
5.Clause (6) of the last paragraph of the definition of the term “Acceptable Receivables” and the definitions of the terms “Guarantors” and “Note”, as given in Sections 1.1, 1.40, and 1.52 of the Loan Agreement, respectively, are hereby modified and amended to read as follows:
(6) Loan advances based on availability under subsection (B) above shall not exceed $4,500,000.00 at any time.
1.40“Guarantors” shall mean Standard Premium Finance Holdings, Inc., a Florida corporation, William Koppelmann, an individual resident of the State of Florida, Dr. Mark Kutner, an individual resident of the State of Florida, and Carl Christian Hoechner, an individual resident of the State of Florida, and any other Person who may hereafter execute a guaranty agreement guaranteeing the debt of the Borrower to the bank.
1.52“Note” means the Revolving Credit Note of the Borrower in the principal amount of Thirty-Five Million Dollars ($35,000,000.00), as amended and restated by the Amended and Restated Revolving Credit Note of the Borrower in the principal amount of Forty-Five Million Dollars ($45,000,000.00), which evidences the Loan, as such note may be modified, amended, renewed, restated, or extended from time to time; and any other note or notes executed at any time to evidence the Loan in whole or in part.
6.Sections 2.1, clause (a) of Section 2.3, and Section 6.9 of the Loan Agreement are hereby modified and amended to read as follows:
2.1The Commitment. Subject to the terms and conditions herein set out, the Bank agrees and commits, from time to time, from the Closing Date until the Termination Date, to make loan advances to the Borrower, all in an aggregate principal amount not to exceed, at any one time outstanding, the lesser of (a) Forty-Five Million Dollars ($45,000,000.00); or (b) the Borrowing Base as defined in Article One.
(a)All advances with respect to the Loan shall be evidenced by the Amended and Restated Revolving Credit Note of the Borrower, payable to the order of the Bank in the principal amount of Forty-Five Million Dollars ($45,000,000.00), in form substantially the same as the copy of the Note attached hereto as Exhibit "C." The entire unpaid principal amount of the Loan shall be due and payable on the Termination Date. The unpaid principal balances of the Loan shall bear interest from the Closing Date on disbursed and unpaid principal balances as provided in the Note. Said interest shall be payable monthly on the first (1st) day of each month after the Closing Date, with the final installment of interest being due and payable on the Termination Date, or on such earlier date as the Loan becomes due and payable.
6.9Maximum Total Balance Sheet Leverage Ratio. Maintain at all times beginning on the Closing Date consolidated with Entity Guarantor, a ratio of Total Liabilities to Tangible Net Worth of not more than 3.5 to 1.0, to be tested as of the end of each fiscal quarter of the Borrower.
7.Exhibit “C” to the Loan Agreement is modified and amended to read as set forth on Exhibit “C” to this Amendment.
8.The effectiveness of this Amendment is expressly conditioned upon the following: (a) the Borrower’s payment of an amendment fee in the amount of Eleven Thousand Six Hundred Two and 74/100 Dollars ($11,602.74) to Bank; (b) the full execution and delivery of this Amendment and such other Loan Document amendments as Bank may reasonably require; (c) Bank’s receipt of such certificates of good standing and lien searches as Bank may require, with results satisfactory to Bank; and (d) Bank’s receipt of such resolutions or consents as Bank may require, evidencing Borrower and Entity Guarantor’s authority to execute and deliver this Amendment. Borrower shall pay all of Bank’s reasonable attorney fees and expenses incurred in connection with the drafting, negotiation, execution, and delivery of this Amendment.
9.All terms and provisions of the Loan Agreement or any other Loan Document which are inconsistent with the provisions of this Amendment are hereby modified and amended to conform hereto; and, as so modified and amended, are hereby ratified, approved and confirmed. Except as otherwise may be expressly provided herein, this Amendment shall become effective as of the date set forth in the initial paragraph hereof.
10.All references in all Loan Documents to the Loan Agreement shall, except as the context may otherwise require, be deemed to constitute references to the Loan Agreement as amended hereby. All Collateral which has previously secured the Loan and the other Obligations shall continue to secure the Loan and all other Obligations as amended hereby.
Signature pages follow.
IN WITNESS WHEREOF, the Borrower and the Bank have caused this Amendment to be executed by their duly authorized officers, and the Guarantors have executed this Amendment, all as of the day and year first above written.
| BORROWER: | ||
| STANDARD PREMIUM FINANCE MANAGEMENT CORPORATION, a Florida corporation | ||
| By: | /s/ William Koppelmann | |
| Name: | William Koppelmann | |
| Title: | President and CEO | |
| BANK: | ||
| FIRST HORIZON BANK, a Tennessee banking corporation | ||
| By: | /s/ Henry Sosa | |
| Name: | Henry Sosa | |
| Title: | Senior Vice President | |
The undersigned Guarantors, by their signatures hereto, acknowledge and agree to the foregoing Amendment and ratify their respective Guaranty Agreements in favor of Bank as of the date hereof.
| GUARANTORS: | ||
| STANDARD PREMIUM FINANCE HOLDINGS, INC., a Florida corporation | ||
| By: | /s/ William Koppelmann | |
| Name: | William Koppelmann | |
| Title: | President and CEO | |
| /s/ William Koppelmann | ||
| WILLIAM KOPPELMANN | ||
| /s/ Mark Kutner | ||
| MARK KUTNER | ||
| /s/ Carl Christian Hoechner | ||
| CARL CHRISTIAN HOECHNER | ||
EXHIBIT C
TO FIRST AMENDMENT TO LOAN AGREEMENT
EXHIBIT “C”
TO
LOAN AGREEMENT
(Form of Promissory Note)
See Form of Promissory Note attached hereto.
EXHIBIT 10.10
Second Amendment to LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (“Amendment”) is made as of November 30, 2022 (the “Amendment Date”), by and among STANDARD PREMIUM FINANCE MANAGEMENT CORPORATION, a Florida corporation (“Borrower”), FIRST HORIZON BANK, a Tennessee banking corporation (“Bank”), and STANDARD PREMIUM FINANCE HOLDINGS, INC., a Florida corporation (the “Entity Guarantor”), WILLIAM KOPPELMANN, an individual, MARK KUTNER, an individual, and CARL CHRISTIAN HOECHNER, an individual (each an “Individual Guarantor” and collectively the “Individual Guarantors”, with William Koppelmann and Mark Kutner sometimes referred to herein as the “Existing Individual Guarantors”) (the Entity guarantor and the Individual Guarantors are collectively the “Guarantors”).
Recitals of Fact
Borrower, the Existing Individual Guarantors, Entity Guarantor, and Bank previously entered into a Loan Agreement dated February 3, 2021, as previously amended by First Amendment to Loan Agreement dated October 5, 2021 (as so amended, the “Loan Agreement”).
Borrower has requested that Bank agree to modify certain terms of the Loan Agreement. Bank has agreed to do so, on and subject to the terms and conditions set forth in this Amendment.
NOW, THEREFORE, incorporating the Recitals of Fact set forth above and in consideration of the mutual agreements herein contained, the parties agree as follows:
AGREEMENTS
1.Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Loan Agreement.
2To induce the Bank to enter into this Amendment, the Borrower and the Guarantors do hereby absolutely and unconditionally, certify, represent, and warrant to the Bank, and covenant and agree with the Bank, that:
(a)all representations and warranties made by the Borrower and/or Guarantors in the Loan Agreement, as amended hereby, and in all other documents evidencing, securing, guaranteeing, or otherwise related to the Loan Agreement (all of which are herein sometimes called the “Loan Documents”), are true, correct, and complete in all material respects as of the date of this Amendment;
(b)as of the date hereof, there are no existing Defaults or Events of Default;
(d) there are no existing offsets, defenses, or counterclaims to the obligations of the Borrower or Guarantors, as set forth in the Loan Agreement or in any other Loan Document;
(e)neither the Borrower nor any of the Guarantors has any existing claim for damages against the Bank arising out of or related to the Loans or any other loans and obligations of the Borrower or any of the Guarantors to the Bank; and, if and to the extent (if any) that the Borrower or any of the Guarantors has any such existing claim, the Borrower and the Guarantors do hereby forever release and discharge, in all respects, the Bank with respect to such claim; and
(f)the Loan Agreement, as amended by this Amendment, and the other Loan Documents, are valid, genuine, enforceable in accordance with their respective terms, and in full force and effect.
3.The defined term “Fixed Charge Coverage Ratio” and its related definition, as set forth in Article One of the Loan Agreement, are hereby replaced with “Reserved.”
4.Clauses (a)(xiv), (b)(i) and (b)(ii) of the definition of the term “Acceptable Receivables”, clause (6) of the last paragraph of the definition of the term “Acceptable Receivables”, and the definitions of the terms “Business Day”, “Note”, and “Termination Date”, as given in Article One of the Loan Agreement, are hereby modified and amended to read as follows:
(xiv) with respect to which no extension of any payment date or the maturity date set out in the Premium Finance Agreement in excess of fifteen (15) has been granted and with respect to which no payment due date has been changed more than one (1) time over the term of the Premium Finance Agreement;
(i) do not remain unpaid by the insurer more than one hundred (120) days from the cancellation of the insurance policy;
(ii) intentionally omitted;
(6) Loan advances based on availability under subsection (b) above shall not exceed ten percent (10%) of Borrower’s Acceptable Receivables at any time.
“Business Day” means a banking business day of the Bank; provided that, when used in connection with the calculation or determination of Term SOFR, the term “Business Day” means any day except for Saturday, Sunday or a day in which the Securities Industry and Financial Market Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“Note” means the Revolving Credit Note of the Borrower in the principal amount of Thirty-Five Million Dollars ($35,000,000.00), as amended, restated, and increased by the Amended and Restated Revolving Credit Note of the Borrower in the principal amount of Forty-Five Million Dollars ($45,000,000.00), as amended and restated by the Second Amended and Restated Revolving Credit Note of the Borrower in the principal amount of Forty-Five Million Dollars ($45,000,000.00), as same may be further amended, modified, renewed, extended, or restated from time to time.
“Termination Date” shall mean the 30th day of November, 2025, unless such date is extended pursuant to the provisions of Section 9.12 hereof, in which event such extended date shall be the Termination Date.
5.The following new defined terms are hereby added to Article One of the Loan Agreement, in proper alphabetical order, to read as follows:
“Applicable Margin” shall mean the applicable margin set forth from time to time below, as determined by the ratio of Borrower’s Total Liabilities to Tangible Net Worth, as calculated based upon the financial statements and quarterly Compliance Certificate delivered by Borrower pursuant to the Loan Agreement for the immediately preceding fiscal quarter:
| Ratio of Total Liabilities to Tangible Net Worth | Applicable Margin |
| > 3.00 to 1.00 | 2.96% |
| > 2.35 to 1.00 and < 3.00 to 1.00 | 2.75% |
| < 2.35 to 1.00 | 2.55% |
*Resulting Total Liabilities to Tangible Net Worth ratio calculations shall not be rounded up or down for purposes of determining the appropriate applicable margin from time to time in effect.
Any increase or decrease in the Applicable Margin resulting from a change in Borrower’s ratio of Total Liabilities to Tangible Net Worth shall become effective as of the fifth (5th) Business Day following the date upon which the applicable financial statements and quarterly Compliance Certificate are delivered to the Bank pursuant to the Loan Agreement; provided, however, that if the financial statements and quarterly Compliance Certificate are not timely delivered during any applicable period when due in accordance with the Loan Agreement, then an Applicable Margin of 2.96% shall apply as of the fifth (5th) Business Day following the applicable due date until such time as the financial statements and quarterly Compliance Certificate are received by the Bank. If any financial statement or Compliance Certificate provided in connection with the foregoing is shown to be inaccurate (regardless of whether the Loan Agreement or the commitments thereunder are or remain in effect when the inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (each such period, an “Adjustment Period”) than the Applicable Margin actually applied for such Adjustment Period, then (a) Borrower shall immediately deliver to Bank a correct financial statement or Compliance Certificate for such Adjustment Period; (b) the Applicable Margin for such Adjustment Period shall be determined by reference to such financial statement or Compliance Certificate; and (c) Borrower shall promptly pay to Bank, ON DEMAND, the accrued additional interest owing as a result of such increased Applicable Margin for such Adjustment Period and any other fee or charge which was based, in whole or in part, on the Applicable Margin. If any inaccurate financial statement or Compliance Certificate would, if corrected, have led to the application of a lower Applicable Margin for any period for which interest has already been paid, Bank shall not be required to refund or return any portion of such interest. As of the Closing Date, the Applicable Margin is 2.75%. The Applicable Margin shall first adjust upon delivery of the Borrower’s financial statements and Compliance Certificate for the fourth (4th) quarter of 2022.
“Contract Rate” shall mean the Index plus the Applicable Margin.
“Default Rate” means an interest rate (before as well as after judgment) per annum equal to the lesser of (a) the Maximum Rate or (b) the Contract Rate plus four percent (4%).
“Floor” means a rate of interest equal to one-half percent (0.5%); provided, however, if Borrower has entered into an Interest Rate Management Agreement with Bank for purposes of hedging the interest rate on this Loan, then no floor shall be applicable during the period(s) such Interest Rate Management Agreement is in effect.
“Index” means the greater of (a) Term SOFR (or any Successor Rate pursuant to Section 2.11), and (b) the Floor.
“Interest Payment Date” means the earliest of (i) the first (1st) day of each month hereafter, commencing on the first (1st) day of December, 2022; provided that for any Interest Payment Date that is not a Business Day, the Interest Payment Date shall be extended to the next succeeding Business Day, (ii) in the event of any repayment or prepayment of such Loan, with respect to the principal amount repaid or prepaid, the date of such repayment or prepayment, and (iii) the Termination Date.
“Interest Rate Change Date” shall be the first day of each Interest Rate Period.
“Interest Rate Period” means each consecutive one month period of time commencing on the first (1st) day of the first full calendar month after the date of the Note, and ending on the last day of each consecutive calendar month thereafter, provided, however, that the first Interest Rate Period shall commence on the date hereof and shall end on the last day of the first full calendar month commencing after the date of the Note.
“Term SOFR” means for any Interest Rate Period a rate per annum equal to the Term SOFR Screen Rate that is two (2) Business Days prior to each Interest Rate Change Date.
“Term SOFR Screen Rate” means the forward looking term secured overnight financing rate for the corresponding Interest Rate Period administered by CME Group Benchmark Administration Ltd (or a successor administrator of Term SOFR) and published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by Bank from time to time).
6.Section 2.3 of the Loan Agreement is hereby modified and amended to read as follows:
2.3The Note and Interest.
(a) The Note. All advances with respect to the Loan shall be evidenced by the Note. Except as otherwise set forth herein or in the Note, the entire principal amount of the Loan shall be due and payable on the Termination Date. The unpaid principal balances of the Loan shall bear interest from the Closing Date on disbursed and unpaid principal balances as provided herein. Said interest shall be payable in arrears on each Interest Payment Date and at such other times as may be as provided herein and in the Note, with the final installment of interest being due and payable on the Termination Date, or on such earlier date as the Loan becomes due and payable.
(b) Interest Rate Generally The Loan shall bear interest at a rate equal to the Contract Rate for the Interest Rate Period in effect. Under no circumstances shall the interest be more than the Maximum Rate. The Index is not necessarily the lowest rate charged by Bank on its loans. Bank will tell Borrower the current Index rate upon Borrower’s request. The interest rate change will not occur more often than each Interest Rate Change Date. Each change in the interest rate shall become effective, without notice to the Borrower, on each Interest Rate Change Date following any change in the Index; provided, however, that if Index is not published on such date, the Index shall be determined by reference to the Index last published immediately preceding such date. When a range of rates has been published, the higher of the rates will be used. Borrower understands that Bank may make loans based on other rates as well.
(c) Computation of Interest. All interest hereunder shall be computed on the basis of a year of 360 days and payable for the actual number of days elapsed.
(d) Default Interest. Upon the occurrence of an Event of Default, the Bank, at its option, may charge, and Borrower agrees to pay, interest on disbursed and unpaid principal balances at the Default Rate.
(e) Increase in Committed Amount. In the event that the Bank should at any time agree to increase the Committed Amount, the Borrower will either execute a new note for the amount of such increase, or a new note for the aggregate increased Committed Amount; and in either event, the term “Note,” as used herein, shall be deemed to mean and include such new note, as the circumstances shall require.
7.Section 2.4 of the Loan Agreement is hereby modified and amended to adjust the annual facility fee from 0.35% of the Committed Amount to 0.25% of the Committed Amount. The early termination fee set forth in Section 2.7 of the Loan Agreement is hereby reset such that the early termination fee described under clause (i) of Section 2.7 shall be due and payable for prepayments made on or before the first anniversary of the Amendment Date and the early termination fee described under clause (ii) of Section 2.7 shall be due and payable for prepayments made after the first anniversary of the Amendment Date but prior to the Termination Date. Borrower acknowledges and agrees that it is liable for all fees set forth in the Loan Agreement and ratifies and confirms its obligation to pay the same.
8.A new Section 2.11 is hereby added to the Loan Agreement, to read as follows:
2.11Index Replacement. If Bank determines (which determination shall be conclusive and binding upon all parties hereto absent manifest error) that:
(i) adequate and reasonable means do not exist for ascertaining Term SOFR including, without limitation, because Term SOFR is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii) CME Group Benchmark Administration Ltd or any successor administrator of Term SOFR or a Governmental Entity having or purporting to have jurisdiction over Bank or such administrator has made a public statement identifying a specific date after which Term SOFR shall or will no longer be representative or made available, or used for determining the interest rate of loans, or shall or will otherwise cease, or Term SOFR has failed to comply with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that, at the time of such statement, there is no successor administrator that is satisfactory to Bank, that will continue to provide such applicable Term SOFR after such specific date;
then, Bank may amend this Agreement solely for purpose of replacing Term SOFR with another alternate benchmark rate, which shall be the sum of an alternate benchmark rate, and a benchmark rate spread adjustment (which may be a positive or negative value or zero), selected by Bank giving due consideration to (i) any evolving or then-existing market convention for determining a rate of interest and spread adjustment, or method for calculating such spread adjustment, for the replacement for the then-current benchmark rate for U.S. dollar-denominated syndicated or bilateral credit facilities at such time, or (ii) as may be necessary or appropriate in the opinion of Bank to achieve a final all-in interest rate substantially equivalent to that in effect prior to the cessation of Term SOFR (the “Successor Rate”). Such Successor Rate will become effective at 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Successor Rate is provided to the Borrower without any amendment to this Agreement or further action or consent of the Borrower.
Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than one-half percent (0.5%), the Successor Rate will be deemed to be one-half percent (0.5%) for the purposes of this Agreement and the other Loan Documents.
In connection with the implementation of a Successor Rate, Bank will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement. “Conforming Changes” shall mean with respect to any Successor Rate, any technical, administrative or operational changes, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment or other matters as may be appropriate, in the discretion of Bank, to reflect the adoption and implementation of such Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Bank, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Bank.
Bank does not warrant, nor accept responsibility for, the continuation of, administration of, submission of, calculation of, or any other matter related to the rates in the benchmark interest rates or indexes defined herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate or index or the effect of any of the foregoing, or of any Conforming Changes.
9.Section 6.10 of the Loan Agreement is hereby modified and amended to read as follows:
6.10Minimum Interest Coverage Ratio. Maintain at all times on a consolidated basis with Entity Guarantor, an Interest Coverage Ratio of not less than 1.25 to 1.00, to be tested as of the end of each fiscal quarter of the Borrower, calculated on a rolling 12-month basis. As used herein, “Interest Coverage Ratio” means EBIT divided by interest expense of Borrower and Guarantor, on a consolidated basis, determined in accordance with GAAP, calculated on a trailing twelve (12) month period. As used herein, “EBIT” shall mean earnings before interest and taxes, determined from financial statements prepared in accordance with GAAP, and excluding extraordinary items of expense or income and losses or gains from the sale of capital assets.
10.Section 6.30 of the Loan Agreement is hereby modified and amended to read as follows:
6.30Minimum Tangible Net Worth. Maintain at all times on a consolidated basis with Entity Guarantor a minimum Tangible Net Worth of at least Thirteen Million Five Hundred Thousand Dollars ($13,500,000.00), to be tested as of the end of each fiscal quarter of Borrower.
11.Section 7.8 of the Loan Agreement is hereby modified and amended to read as follows:
7.8Dividends, Redemptions and Other Payments (a) Declare or pay, or set aside any sum for the payment of, any dividends or make any other distribution upon any membership interests or shares of its capital stock of any class; or (b) purchase, redeem or other otherwise acquire for value any membership interests or shares of its capital stock of any class, or commit to do any of same, or set aside any sum therefor, or permit any subsidiary to purchase or acquire for value any membership interests or shares of its capital stock of any class, or commit to do any of the same, or set aside any sum therefor; or (c) make any payment to a profit sharing plan or to any other retirement or pension plan to or for the benefit of management members or shareholders, or (d) make any payments Subordinated Debt except as permitted under the Subordination Agreements; provided, however, that so long as no Event of Default has occurred that is continuing, and provided that the payment of such dividend, distribution, or principal Subordinated Debt would not result in (or reasonably be expected to result in) an Event of Default, the Borrower and Entity Guarantor may make dividends, distributions, and principal payments on the Subordinated Debt.
12.Exhibit “C” to the Loan Agreement (and any reference thereto) is hereby replaced with “Reserved.”
13.Exhibits “F” and “G” to the Loan Agreement are hereby modified and amended to read as set forth on Exhibits “F” and “G” to this Amendment.
14.The effectiveness of this Amendment is expressly conditioned upon the following: (a) the Borrower’s payment of an amendment fee in the amount of One Hundred Twelve Thousand Five Hundred Dollars ($112,500.00) to Bank; (b) the full execution and delivery of this Amendment and such other Loan Document amendments as Bank may reasonably require; (c) Bank’s receipt of such certificates of good standing and lien searches as Bank may require, with results satisfactory to Bank; and (d) Bank’s receipt of such resolutions or consents as Bank may require, evidencing Borrower and Entity Guarantor’s authority to execute and deliver this Amendment. Borrower shall pay all of Bank’s reasonable attorney fees and expenses incurred in connection with the drafting, negotiation, execution, and delivery of this Amendment.
15.All terms and provisions of the Loan Agreement or any other Loan Document which are inconsistent with the provisions of this Amendment are hereby modified and amended to conform hereto; and, as so modified and amended, are hereby ratified, approved and confirmed. Except as otherwise may be expressly provided herein, this Amendment shall become effective as of the date set forth in the initial paragraph hereof.
16.All references in all Loan Documents to the Loan Agreement shall, except as the context may otherwise require, be deemed to constitute references to the Loan Agreement as amended hereby. All Collateral which has previously secured the Loan and the other Obligations shall continue to secure the Loan and all other Obligations as amended hereby.
Signature pages follow.
IN WITNESS WHEREOF, the Borrower and the Bank have caused this Amendment to be executed by their duly authorized officers, and the Guarantors have executed this Amendment, all as of the day and year first above written.
| BORROWER: | ||
| STANDARD PREMIUM FINANCE MANAGEMENT CORPORATION, a Florida corporation | ||
| By: | /s/ William Koppelmann | |
| Name: | William Koppelmann | |
| Title: | President and CEO | |
| BANK: | ||
| FIRST HORIZON BANK, a Tennessee banking corporation | ||
| By: | /s/ Joel Jarnagin | |
| Name: | Joel Jarnagin | |
| Title: | Vice President | |
The undersigned Guarantors, by their signatures hereto, acknowledge and agree to the foregoing Amendment and ratify their respective Guaranty Agreements in favor of Bank as of the date hereof.
| GUARANTORS: | ||
| STANDARD PREMIUM FINANCE HOLDINGS, INC., a Florida corporation | ||
| By: | /s/ William Koppelmann | |
| Name: | William Koppelmann | |
| Title: | President and CEO | |
| /s/ William Koppelmann | ||
| WILLIAM KOPPELMANN | ||
| /s/ Mark Kutner | ||
| MARK KUTNER | ||
| /s/ Carl Christian Hoechner | ||
| CARL CHRISTIAN HOECHNER | ||
EXHIBIT F
TO SECOND AMENDMENT TO LOAN AGREEMENT
Form of Borrowing Base Certificate
EXHIBIT G
TO SECOND AMENDMENT TO LOAN AGREEMENT
Form of Compliance Certificate
[DATE]
Mr. ___________
First Horizon Business Credit
First Horizon Bank
165 Madison Avenue
Memphis, TN 38103
Re:Compliance Certificate
I, __________________________, ________________, of Standard Premium Finance Management Corporation ("Borrower"), certify to First Horizon Bank that the attached financial statements for the YTD period ending ___________ ____, 20__, present fairly the financial position and results of operations of Borrower.
The attached statements include the Balance Sheet and Income Statement.
This certification is provided solely to First Horizon Bank under the provision of Section 6.6(b) of the Loan Agreement by and between First Horizon Bank and Borrower.
| Covenant | Actual | In Compliance | ||||||
| Yes | No | |||||||
| Maximum Total Balance Sheet Leverage Ratio | 3.5 to 1.00 | ______ | _____ | _____ | ||||
| Minimum Interest Coverage Ratio | 1.25 to 1.0 | ______ | _____ | _____ | ||||
| Minimum Tangible Net Worth | $13,500,000 | ______ | _____ | _______ | ||||
By signing below, I acknowledge that I have completed the above covenant compliance check, and to the best of my knowledge, except where indicated, Borrower is in compliance with all of the above covenants and all other affirmative and negative covenants, events of default, and all other terms of the agreements encompassing the Loan Agreement dated February 3, 2021, among First Horizon Bank, Borrower, and certain guarantors named therein, as same may be modified, amended, and/or restated (the "Loan Agreement"), and the Security Agreement (as defined in the Loan Agreement), and no Event of Default has occurred under the Loan Agreement.
Standard Premium Finance
Management Corporation
| By: | ||
| Name: | ||
| Title: |
EXHIBIT 31.1
CERTIFICATIONS
I, William Koppelmann, certify that:
| 1. | I have reviewed this annual report on Form 10-K 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: March 17, 2023
| By: |
/s/ William Koppelmann | ||
| William Koppelmann | |||
| Principal Executive Officer |
EXHIBIT 31.2
CERTIFICATIONS
I, Brian Krogol, certify that:
| 1. | I have reviewed this annual report on Form 10-K 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: March 17, 2023
| 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 Annual Report of Standard Premium Finance Holdings, Inc. on Form 10-K for the fiscal year ended December 31, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Form 10-K fairly presents in all material respects the financial condition and results of operations of Standard Premium Finance Holdings, Inc
| March 17, 2023 | 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 Annual Report of Standard Premium Finance Holdings, Inc. on Form 10-K for the fiscal year ended December 31, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Form 10-K fairly presents in all material respects the financial condition and results of operations of Standard Premium Finance Holdings, Inc.
| March 17, 2023 | ||||||
| By: |
/s/ Brian Krogol | |||||
| Brian Krogol | ||||||
| Principal Financial Officer | ||||||