LONG-TERM DEBT | LONG-TERM DEBT Outstanding principal balances of Long-term debt comprises of the following: September 30, 2024 December 31, 2023 Cost Fair value Cost Fair value Market-indexed notes, at fair value: LMATT Series 2024, Inc. $ 11,002,072 $ 13,730,026 $ 9,124,944 $ 9,477,780 LMATT Growth Series 2.2024, Inc. — — 2,981,480 3,551,852 LMATT Growth & Income Series 1.2026, Inc — — 492,582 569,862 Secured borrowing, at fair value: LMA Income Series, LP 22,721,057 22,721,057 22,368,209 22,368,209 LMA Income Series II, LP 74,065,960 74,065,960 32,380,852 32,380,852 Deferred issuance costs (428,277) (428,277) — — Unsecured borrowing: Fixed Rate Senior Unsecured Notes 60,650,000 60,650,000 35,650,000 35,650,000 SPV Purchase and Sale Note — — 26,538,004 26,538,004 Sponsor PIK Note 12,157,258 12,157,258 11,115,865 11,115,865 Deferred issuance costs and discounts (2,653,003) (2,653,003) (1,831,910) (1,831,910) Total debt 177,515,067 180,243,021 138,820,026 139,820,514 Less current portion of: long-term debt, at fair value (11,002,072) (13,730,026) (11,440,236) (13,029,632) Total long-term debt $ 166,512,995 $ 166,512,995 $ 127,379,790 $ 126,790,882 Fixed Rate Senior Unsecured Notes On November 10, 2023, the Company issued $35,650,000 in fixed rate senior unsecured notes (“Fixed Unsecured Notes”). The net proceeds after related debt issue costs, were used by the Company to repay debt and for general corporate purposes. The Fixed Unsecured Notes are based on a fixed interest rate of 9.875% to be paid in quarterly interest payments beginning on February 15, 2024 and mature on November 15, 2028. The Company has the option to redeem the Fixed Unsecured Notes in whole or in part at a price of 100% of the outstanding principal balance on or after November 15, 2027. The notes will be senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s other senior unsecured indebtedness from time to time outstanding. On February 15, 2024, the Company issued an additional $25,000,000 as part of the previously issued Fixed Unsecured Notes. The net proceeds, after related debt issue costs, were used by the Company for general corporate purposes. The Fixed Rate Senior Unsecured Notes are based on a fixed interest rate of 9.875% to be paid in quarterly interest payments beginning on May 15, 2024 and mature on November 15, 2028. LMATT Series 2024, Inc. Market-Indexed Notes: On March 31, 2022, LMATT Series 2024, Inc., which the Company consolidates for financial reporting, issued $10,166,900 in market-indexed private placement notes. The note, titled the Longevity Market Assets Target-Term (“LMATTS”) Series 2024, is a market-indexed instrument designed to provide upside performance exposure of the S&P 500 Index, while limiting downward exposure. Upon maturity of the note in December of 2024, the principal, plus the return based upon the S&P 500 Index must be paid. The note has a feature to protect debt holders from market downturns up to 40% if the index price experienced a loss during the investment period. As of September 30, 2024, $8,816,900 of the principal amount remained outstanding of which $200,000 is owed to LMA. LMA’s investment is eliminated in consolidation. The notes are held at fair value, which represents the exit price, or anticipated price to transfer the liability to a third party. As of September 30, 2024 and December 31, 2023, the fair value of the LMATT Series 2024, Inc. notes was $13,730,026 and $9,477,780, respectively. The notes are secured by the assets of the issuing entities, which includes cash, S&P 500 call options, and life settlement policies totaling $13,201,217 as of September 30, 2024. The note agreements do not restrict the trading of life settlement contracts prior to maturity of the note, as total assets of LMATTS Series 2024 serves as collateral. There are also no restrictive covenants associated with the notes. LMATT Growth Series 2.2024, Inc. Market-Indexed Notes: On September 16, 2022, LMATTS Growth Series 2.2024, Inc., a 100% owned subsidiary which the Company consolidates for financial reporting issued $2,333,391 in market-indexed private placement notes. The note, titled the Longevity Market Assets Target-Term Growth Series 2.2024, Inc. (“ LMATTS TM Series 2.2024, Inc.”) is a market-indexed instrument designed to provide upside performance exposure of the S&P 500 Index, while limiting downward exposure. Upon maturity of the note in July of 2024, the principal, plus the return based upon the S&P 500 Index must be paid. The note has a feature to provide upside performance participation that is capped at 120% of the performance of the S&P 500. A separate layer of the note has a feature to protect debt holders from market downturns by up to 20% if the index price experienced a loss during the investment period. During the first week of July 2024, the Company paid $3,480,758 to extinguish the notes early based on the value of the notes at June 30, 2024. The notes were held at fair value, which represented the exit price, or anticipated price to transfer the liability to a third party. As of September 30, 2024 and December 31, 2023, the fair value of the LMATT Series 2.2024, Inc. notes was $— and $3,551,852, respectively. The notes were secured by the assets of the issuing entity, LMATT Series 2.2024, Inc., which included cash, S&P 500 call options, and life settlement policies. The note agreements did not restrict the trading of life settlement contracts prior to maturity of the note, as total assets of LMATTS Growth Series 2.2024, Inc. served as collateral. There were no restrictive covenants associated with the notes. LMATT Growth and Income Series 1.2026, Inc. Market-Indexed Notes: On September 16, 2022, LMATTS Growth and Income Series 1.2026, Inc., a 100% owned subsidiary which the Company consolidates for financial reporting issued $400,000 in market-indexed private placement notes. The note, titled the Longevity Market Assets Target-Term Growth and Income Series 1.2026, Inc. (“ LMATTS TM Growth and Income Series 1.2026, Inc.”) is a market-indexed instrument designed to provide upside performance exposure of the S&P 500 Index, while limiting downward exposure. Upon maturity of the note in July of 2026, the principal, plus the return based upon the S&P 500 Index must be paid. The note has a feature to provide upside performance participation that is capped at 140% of the performance of the S&P 500. A separate layer of the note has a feature to protect debt holders from market downturns by up to 10% if the index price experienced a loss during the investment period. This note also included a 4% dividend feature that was paid annually. During the first week of July 2024, the Company paid $560,000 to extinguish the notes early based on the value of the notes at June 30, 2024. The notes were held at fair value, which represented the exit price, or anticipated price to transfer the liability to a third party. As of September 30, 2024 and December 31, 2023, the fair value of the LMATT Growth and Income Series 1.2026, Inc., notes was $— and 569,862, respectively. The notes were secured by the assets of the issuing entity, LMATTS Growth and Income Series 1.2026, Inc., which included cash, S&P 500 call options, and life settlement policies. The note agreements did not restrict the trading of life settlement contracts prior to maturity of the note, as total assets of LMATTS Growth and Income Series 1.2026, Inc. served as collateral. There were no restrictive covenants associated with the notes. LMA Income Series, LP and LMA Income Series, GP LLC Secured Borrowing On September 2, 2022, LMA Income Series, GP, LLC, wholly owned and controlled by that LMA Series, LLC, formed a limited partnership, LMA Income Series, LP and subsequently issued partnership interests to limited partners in a private placement offering. The initial term of the offering is three years will end in December 2025 with the ability to extend for two additional one-year periods at the discretion of the general partner, LMA Income Series, GP, LLC. The limited partners will receive an annual dividend of 6.5% paid quarterly and 25% of returns in excess of a 6.5% internal rate of return capped at 9% which would require a 15% net internal rate of return. The General Partner will receive 75% of returns in excess of a 6.5% internal rate of return to limited partners then 100% in excess of a 15% net internal rate of return. It was determined that LMA Series, LLC is the primary beneficiary of LMA Income Series, LP and thus has fully consolidated the limited partnership in its consolidated financial statements for the three and nine months ended September 30, 2024. The private placement offerings proceeds are used to acquire and actively manage a large and diversified portfolio of financial assets. LMA, through its consolidated subsidiaries, serves as the portfolio manager for the financial asset portfolio, which includes investment sourcing and monitoring. In this role, LMA has the unilateral ability to acquire and dispose of any of the above investments. As the partnership does not represent a business in accordance with ASC 810 and is a consolidated subsidiary that only holds financial assets, this represents a transfer subject to ASC 860-10. As the financial assets are not transferred outside the consolidated group, the proceeds from the offering shall be classified as a liability unless it meets the definition of a participating interest and the derecognition criteria in ASC 860 are met. The transferred interest did not meet the definition of a participating interest as LMA possesses the unilateral ability to direct the sale of the financial assets (ASC 860-10-50-6A(d)). In accordance with ASC 860-30-25-2, as the transfer of the financial assets did not meet the definition of a participating interest, LMA shall recognize the proceeds received from the offering as a secured borrowing. Dividends paid and accrued are included in interest expense. The excess dividend returns will not be paid by LMA Income Series, LP until termination, are considered non-cash interest expense, and are included in the principal balance outstanding. As of September 30, 2024 and December 31, 2023, $831,613 and $478,765 in non-cash interest expense was added to the outstanding principal balance, respectively. LMA elected to account for the secured borrowing at fair value under the collateralized financing entity guidance within ASC 810-10-30. As of September 30, 2024 and December 31, 2023, the fair value of the secured borrowing was $22,721,057 and $22,368,209, respectively. LMA Income Series II, LP and LMA Income Series II, GP LLC Secured Borrowing On January 31, 2023, LMA Income Series II, GP, LLC, wholly owned and controlled by that LMA Series, LLC, formed a limited partnership, LMA Income Series II, LP and subsequently issued partnership interests to limited partners in a private placement offering. The initial term of the offering was three years will end in March 2026 with the ability to extend for two additional one-year periods at the discretion of the general partner, LMA Income Series II, GP, LLC. The limited partners received annual dividends equal to the Preferred Return Amounts as follows: Capital commitment less than $500,000, 7.5%; between $500,000 and $1,000,000, 7.75%; over $1,000,000, 8%. Thereafter, 100% of the excess to be paid to the General Partner. It was determined that LMA Series, LLC is the primary beneficiary of LMA Income Series, LP and thus has fully consolidated the limited partnership in its consolidated financial statements for the three and nine months ended September 30, 2024. The private placement offerings proceeds are used to acquire and actively manage a large and diversified portfolio of financial assets. LMA, through its consolidated subsidiaries, serves as the portfolio manager for the financial asset portfolio, which includes investment sourcing and monitoring. In this role, LMA has the unilateral ability to acquire and dispose of any of the above investments. As the partnership does not represent a business in accordance with ASC 810 and is a consolidated subsidiary that only holds financial assets, this represents a transfer subject to ASC 860-10. As the financial assets are not transferred outside the consolidated group, the proceeds from the offering shall be classified as a liability unless it meets the definition of a participating interest and the derecognition criteria in ASC 860 are met. The transferred interest did not meet the definition of a participating interest as LMA possesses the unilateral ability to direct the sale of the financial assets (ASC 860-10-50-6A(d)). In accordance with ASC 860-30-25-2, as the transfer of the financial assets did not meet the definition of a participating interest, LMA shall recognize the proceeds received from the offering as a secured borrowing. During 2024, LMA Income Series II, GP, LLC through the LMA Income Series II, LP admitted additional limited partners into the fund. The additional limited partnership interests amounted to $41,685,108 as of September 30, 2024. LMA Income Series II, GP plans to continue admitting new limited partners. In addition to new partnership interests, an amendment to the limited partnership was signed to add redemption opportunities for limited partners and extend the maturity date of the fund. The first redemption date is March 31, 2026, but limited partners can elect to stay in the fund at the same terms. If a limited partner elects to stay invested, the next redemption date would be June 30, 2027 with a final maturity date of December 31, 2028. Along with these redemption windows, the amendment also increased the Preferred Return Amount by fifty basis points annually across all tiers. The amendment became effective April 1, 2024. LMA elected to account for the secured borrowing at fair value under the collateralized financing entity guidance within ASC 810-10-30. As of September 30, 2024 and December 31, 2023, the fair value of the secured borrowing was $74,065,960 and $32,380,852, respectively. Sponsor PIK Note On the June 30, 2023, in connection with the Merger Agreement, East Sponsor, LLC, a Delaware limited liability company (“Sponsor”), made an unsecured loan to the Company in the aggregate amount of $10,471,648 (the “Sponsor PIK Note”) with an interest rate of 12.00% per year compounding semi-annually. Accrued interest is payable in arrears quarterly starting on September 30, 2023 by adding it to the outstanding principal balance. As of September 30, 2024 and December 31, 2023, $1,685,610 and $644,217 in non-cash interest expense was added to the outstanding principal balance, respectively. The Sponsor PIK Note matures on June 30, 2028 (the “Maturity Date”) and may be prepaid at any time in accordance with its terms without any premium or penalty. SPV Purchase and Sale Note On July 5, 2023, the Company entered into an Asset Purchase Agreement (the “Policy APA”) to acquire certain insurance policies with an aggregate fair market value of $10,000,000 from Abacus Investment SPV, LLC, a Delaware limited liability company (“SPV”), in exchange for a payable obligation owed by the Company to SPV (such acquisition transaction under the Policy APA, the “SPV Purchase and Sale”). SPV is jointly owned by the Sponsor and former members of LMA and Abacus. SPV extended an additional principal amount of $15,000,000 bringing the total SPV Purchase and Sale Note to $25,000,000. The Company was able to borrow additional funds from SPV. The interest accrued at a rate of 12% per year, accrued quarterly, all of which is to be paid in-kind by the Company by increasing the principal amount of the SPV Purchase and Sale Note on each interest payment date and is not required to be paid until maturity on July 5, 2026, three years after the closing of the SPV Purchase and Sale Note, subject to two automatic extensions of one-year each without any amendment of the relevant documentation. During the first week of July 2024, the Company paid $28,189,406 to extinguish the SPV Purchase and Sale Note early. The total paid included $3,189,406 in accumulated non-cash interest incurred through the early extinguishment date. The total interest paid in connection with the payoff is part of interest paid in the consolidated statements of cash flows. As of September 30, 2024 and December 31, 2023, $3,189,406 and $1,538,004 in non-cash interest expense was added to the outstanding principal balance, respectively. The following table shows scheduled principal payments by year for our long-term debt as of September 30, 2024: Payments by Year 2024 remaining 2025 2026 2027 2028 Thereafter Total Market-indexed notes, at fair value: LMATT Series 2024, Inc. $ 13,730,026 $ — $ — $ — $ — $ — $ 13,730,026 Secured borrowing, at fair value: LMA Income Series, LP — 22,721,057 — — — — 22,721,057 LMA Income Series II, LP — — 74,065,960 — — — 74,065,960 Unsecured borrowing: Fixed Rate Senior Unsecured Notes — — — — 60,650,000 — 60,650,000 Sponsor PIK Note — — — — 12,157,258 — 12,157,258 $ 13,730,026 $ 22,721,057 $ 74,065,960 $ — $ 72,807,258 $ — $ 183,324,301 |