UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
or
For the transition period from _____ to _____
Commission
File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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The
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The
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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 (§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 ☐ |
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Smaller
reporting company
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Emerging
growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
☐
At August 10, 2023, the registrant had shares of common stock, par value $0.086 per share, outstanding.
TABLE OF CONTENTS
| 2 |
Reliance Global Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
| June 30, 2023 | December 31, 2022 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ |
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$ |
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| Restricted cash |
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| Accounts receivable |
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| Accounts receivable, related parties |
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| Other receivables |
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| Prepaid expense and other current assets |
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| Current Assets - Discontinued Operations |
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| Total current assets |
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| Property and equipment, net |
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| Right-of-use assets |
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| Investment in NSURE, Inc. |
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| Intangibles, net |
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| Goodwill |
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| Other non-current assets |
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| Other Assets - Discontinued Operations |
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| Total assets | $ |
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$ |
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| Current liabilities: | ||||||||
| Accounts payable and other accrued liabilities | $ |
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$ |
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| Short term financing agreements |
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| Current portion of loans payables, related parties |
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| Other payables |
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| Current portion of long-term debt |
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| Current portion of leases payable |
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| Earn-out liability, current portion |
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| Current Liabilities - Discontinued Operations |
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| Total current liabilities |
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| Loans payable, related parties, less current portion |
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| Convertible debt, related parties, less current portion |
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| Long term debt, less current portion |
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| Leases payable, less current portion |
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| Earn-out liability, less current portion |
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| Warrant liabilities |
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| Noncurrent Liabilities - Discontinued Operations | ||||||||
| Total liabilities |
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| Stockholders’ equity: | ||||||||
| Preferred stock, $ par value; shares authorized and issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | ||||||||
| Common stock, $ par value; shares authorized and and issued and outstanding as of June 30, 2023 and December 31, 2022, respectively |
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| Additional paid-in capital |
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| Accumulated deficit |
(
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) |
(
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) | ||||
| Total stockholders’ equity |
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| Total liabilities and stockholders’ equity | $ |
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$ |
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||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
Reliance Global Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
| Three months ended | Three months ended | Six months ended | Six months ended | |||||||||||||
| June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 | |||||||||||||
| Revenue | ||||||||||||||||
| Commission income | $ |
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$ |
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| Total revenue |
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| Operating expenses | ||||||||||||||||
| Commission expense |
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| Salaries and wages |
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| General and administrative expenses |
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| Marketing and advertising |
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(
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| Depreciation and amortization |
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| Total operating expenses |
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| Loss from operations |
(
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(
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(
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(
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| Other (expense) income | ||||||||||||||||
| Interest expense |
(
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(
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(
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(
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) | ||||||||
| Interest expense, related parties |
(
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(
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(
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(
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| Other expense, net |
(
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(
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(
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| recognition and change in fair value of warrant liabilities |
(
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| Total other (expense) income |
(
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) |
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| (Loss) income from continuing operations before tax | $ |
(
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) |
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$ |
(
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) |
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| Income (loss) from discontinued operations before tax |
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(
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(
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(
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| Net (loss) income |
(
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(
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) |
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| Basic (loss) earnings per share | ||||||||||||||||
| Continuing operations | $ |
(
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) | $ |
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$ |
(
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) | $ |
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||||||
| Discontinued operations | $ |
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$ |
(
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) | $ |
(
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) | $ |
(
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) | |||||
| Basic (loss) earnings per share | $ |
(
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) | $ |
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$ |
(
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) | $ |
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| Diluted (loss) earnings per share | ||||||||||||||||
| Continuing operations | $ |
(
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) | $ |
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$ |
(
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) | $ |
(
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) | |||||
| Discontinued operations | $ |
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$ |
(
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) | $ |
(
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) | $ |
(
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) | |||||
| Diluted (loss) earnings per share | $ |
(
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) | $ |
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$ |
(
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) | $ |
(
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) | |||||
| Weighted average number of shares outstanding - Basic |
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| Weighted average number of shares outstanding - Diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
Reliance Global Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
| Reliance Global Group, Inc. | ||||||||||||||||||||||||||||||||||||||||
| Preferred stock | Common stock | Common stock issuable | Additional paid-in | Subscription | Accumulated | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | capital | Receivable | Deficit | Total | |||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ |
|
$ |
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$ | $ |
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$ | $ |
(
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) |
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| Common shares issued for earnout liabilities | - |
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- |
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| Conversion of convertible debt, related parties | - |
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- |
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| Round up of shares due to reverse split | - |
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- |
(
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) |
(
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) | ||||||||||||||||||||||||||||||||
| Shares issued in 2023 private placement | - |
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- |
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| Share based compensation | - | - | - |
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| Net loss | - | - | - |
(
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) |
(
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) | |||||||||||||||||||||||||||||||||
| Balance, March 31, 2023 |
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(
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) |
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| Common shares issued for services | - |
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- |
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| Common shares issued for earnout liabilities | - |
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- |
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| Shares issued for vested stock awards | - |
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- |
(
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) | ||||||||||||||||||||||||||||||||||
| Share based compensation | - | - | - |
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| Net loss | - | - | - |
(
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) |
(
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) | |||||||||||||||||||||||||||||||||
| Balance, June 30, 2023 |
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(
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) |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
Reliance Global Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
| Reliance Global Group, Inc. | ||||||||||||||||||||||||||||||||||||||||
| Preferred stock | Common stock | Common stock issuable | Additional paid-in | Subscription | Accumulated | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | capital | Receivable | Deficit | Total | |||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | $ |
|
$ |
|
$ | $ |
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$ |
(
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) | $ |
(
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) | $ |
(
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) | ||||||||||||||||||||||||
| Share based compensation | - | - | - |
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| Shares issued due to private placement | 9,076 |
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- |
(
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) |
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| Shares issued pursuant to acquisition of Medigap | - |
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- |
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| Exercise of Series A warrants | - |
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- |
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| Issuance of prefunded Series C Warrants in exchange for common shares | - |
(
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) |
(
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) | - |
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| Shares issued for vested stock awards | - |
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- |
(
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) | ||||||||||||||||||||||||||||||||||
| Net income | - | - | - |
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| Balance, March 31, 2022 |
|
$ |
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$ |
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$ | $ |
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$ | $ |
(
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) | $ |
|
||||||||||||||||||||||||
| Share based compensation | - | - | - |
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|||||||||||||||||||||||||||||||||||
| Exercise of Series C warrants into common shares | - |
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- |
(
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) |
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|||||||||||||||||||||||||||||||||
| Net Income | - | - | - | - | - | 10,495,691 | 10,495,691 | |||||||||||||||||||||||||||||||||
| Balance, June 30, 2022 |
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(
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) |
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||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
Reliance Global Group, Inc. and Subsidiaries and Predecessor
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net (loss) income | $ |
(
|
) | $ |
|
|||
| Adjustment to reconcile net (loss) income to net cash used in operating activities: | ||||||||
| Depreciation and amortization |
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|
||||||
| Amortization of debt issuance costs and accretion of debt discount |
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| Non-cash lease expense |
(
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) |
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| Stock compensation expense |
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| Common stock issued in lieu of services performed |
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| Earn-out fair value and write-off adjustments |
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| Change in fair value of warrant liability |
(
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) |
(
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) | ||||
| Change in operating assets and liabilities: | ||||||||
| Accounts payables and other accrued liabilities |
(
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) |
(
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) | ||||
| Accounts receivable |
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||||||
| Accounts receivable, related parties |
(
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) |
(
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) | ||||
| Other receivables |
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| Other payables |
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| Other non-current assets |
(
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) | ||||||
| Prepaid expense and other current assets |
(
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) |
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| Net cash used in operating activities |
(
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) |
(
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) | ||||
| Net cash adjustments for discontinued operating activities |
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| Net cash used in discontinued and continuing operating activities |
(
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) |
(
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) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Proceeds from sale of investment in NSURE |
|
|||||||
| Purchase of property and equipment |
(
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) |
(
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) | ||||
| Business acquisitions, net of cash acquired |
(
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) | ||||||
| Purchase of intangibles |
(
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) |
(
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) | ||||
| Net cash provided by (used in) investing activities |
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(
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) | |||||
| Net cash adjustments for discontinued investing activities |
(
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) | ||||||
| Net cash provided by (used in) discontinued and continuing investing activities |
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(
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) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Principal repayments of debt |
(
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) |
(
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) | ||||
| Debt issuance costs |
(
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) | ||||||
| Proceeds from loan for business acquisition |
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| Issuance of common shares in exchange for Series C warrants |
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| Payments of loans payable, related parties |
(
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) |
(
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) | ||||
| Earn-out liability |
(
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) |
(
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) | ||||
| Exercise of warrants into common stock |
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| Principal repayments on short term financing |
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(
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) | |||||
| Private placement of shares and warrants |
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| Net cash provided by continuing financing activities |
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| Net cash used in discontinued financing activities |
(
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) | ||||||
| Total net cash provided by continuing and discontinued financing activities |
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| Net increase (decrease) in cash and restricted cash |
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(
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) | |||||
| Cash and restricted cash at beginning of year |
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| Cash and restricted cash at end of year | $ |
|
$ |
|
||||
| SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH TRANSACTIONS: | ||||||||
| Common stock issuance to settle earn-out liabilities | $ |
|
||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
Reliance Global Group, Inc. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
NOTE 1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Reliance Global Group, Inc., formerly known as Ethos Media Network, Inc. (“RELI”, “Reliance”, or the “Company”), was incorporated in Florida on August 2, 2013.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Certain prior period amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation.
The accompanying unaudited condensed consolidated financial statements include the accounts of Reliance Global Group, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Liquidity
As
of June 30, 2023, the Company’s reported cash and restricted cash aggregated balance was approximately $
Although there can be no assurance that debt or equity financing will be available on acceptable terms, the Company believes its financial position and its ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are conditions or events that, in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of filing these financial statements with the Securities and Exchange Commission (“SEC”).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates.
Cash and Restricted Cash
Cash and restricted cash reported on our Condensed Consolidated Balance Sheets are reconciled to the total shown on our Condensed Consolidated Statements of Cash Flows as follows:
| June 30, 2023 | June 30, 2022 | |||||||
| Cash | $ |
|
$ |
|
||||
| Restricted cash |
|
|
||||||
| Total cash and restricted cash | $ |
|
$ |
|
||||
| 8 |
Fair Value of Financial Instruments
Level 1 — Observable inputs reflecting quoted prices (unadjusted) in active markets for identical assets and liabilities;
Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and
Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk.
Warrant Liabilities: The Company re-measures fair value of its Level 3 warrant liabilities at the balance sheet date, using a binomial option pricing model. The following summarizes the significant unobservable inputs:
| June 30, 2023 |
December 31, 2022 |
|||||||
| Stock price | $ |
|
$ |
|
||||
| Volatility |
|
% |
|
% | ||||
| Time to expiry |
|
|
||||||
| Dividend yield |
|
% |
|
% | ||||
| Risk free rate |
|
% |
|
% | ||||
The following reconciles fair value of the liability classified warrants:
| Series B Warrant Commitment | Series B Warrant Liabilities | Placement Agent Warrants | Total | |||||||||||||
| Beginning balance, December 31, 2022 | $ | $ |
|
$ |
|
$ |
|
|||||||||
| Unrealized (gain) loss |
(
|
) |
(
|
) |
(
|
) | ||||||||||
| Ending balance, March 31, 2023 |
|
|
|
|||||||||||||
| Unrealized (gain) loss |
|
|
|
|||||||||||||
| Ending balance, June 30, 2023 | $ | $ |
|
$ |
|
$ |
|
|||||||||
Earn-out liabilities: The Company generally values its Level 3 earn-out liabilities using the income valuation approach. Key valuation inputs include contingent payment arrangement terms, projected revenues and cash flows, rate of return, and probability assessments. The following table summarizes the significant unobservable inputs used in the fair value measurements:
| June 30, 2023 | December 31, 2022 | |||
| Valuation technique |
|
|
||
| Significant unobservable input |
|
|
The Company values its Level 3 earn-out liability related to the Barra Acquisition using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The following summarizes the significant unobservable inputs:
|
June 30, 2023 |
||||
| WACC Risk Premium: |
|
% | ||
| Volatility |
|
% | ||
| Credit Spread: |
|
% | ||
| Payment Delay (days) |
|
|||
| Risk free rate |
|
|||
| Discounting Convention: |
|
|||
| Number of Iterations |
|
|||
| 9 |
Undiscounted
remaining earn out payments were approximately $
| June 30, 2023 | December 31, 2022 | |||||||
| Beginning balance – January 1 | $ |
|
$ |
|
||||
| Acquisitions and settlements |
(
|
) |
(
|
) | ||||
| Period adjustments: | ||||||||
| Fair value changes included in earnings * |
|
|
||||||
| Ending balance |
|
|
||||||
| Less: Current portion |
(
|
) |
(
|
) | ||||
| Ending balance, less current portion | $ | $ |
|
|||||
| * |
|
Revenue Recognition
The following table disaggregates the Company’s revenue by line of business, showing commissions earned:
| Three Months ended June 30, 2023 | Medical | Life | Property and Casualty | Total | ||||||||||||
| Regular | ||||||||||||||||
| EBS | $ |
|
$ |
|
$ | $ |
|
|||||||||
| USBA |
|
|
|
|||||||||||||
| CCS/UIS |
|
|
||||||||||||||
| Montana |
|
|
|
|||||||||||||
| Fortman |
|
|
|
|
||||||||||||
| Altruis |
|
|
||||||||||||||
| Kush |
|
|
||||||||||||||
| Barra |
|
|
|
|
||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Six Months ended June 30, 2023 | Medical | Life | Property and Casualty | Total | ||||||||||||
| Regular | ||||||||||||||||
| EBS | $ |
|
$ |
|
$ | $ |
|
|||||||||
| USBA |
|
|
|
|||||||||||||
| CCS/UIS |
|
|
||||||||||||||
| Montana |
|
|
|
|||||||||||||
| Fortman |
|
|
|
|
||||||||||||
| Altruis |
|
|
||||||||||||||
| Kush |
|
|
||||||||||||||
| Barra |
|
|
|
|
||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| 10 |
| Three Months ended June 30, 2022 | Medical | Life | Property and Casualty | Total | ||||||||||||
| Regular | ||||||||||||||||
| EBS | $ |
|
$ |
|
$ | $ |
|
|||||||||
| USBA |
|
|
||||||||||||||
| CCS/UIS |
|
|
||||||||||||||
| Montana |
|
|
|
|||||||||||||
| Fortman |
|
|
|
|||||||||||||
| Altruis |
|
|
|
|||||||||||||
| Kush |
|
|
||||||||||||||
| Reli Exchange |
|
|
|
|
||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Six Months ended June 30, 2022 | Medical | Life | Property and Casualty | Total | ||||||||||||
| Regular | ||||||||||||||||
| EBS | $ |
|
$ |
|
$ | $ |
|
|||||||||
| USBA |
|
|
||||||||||||||
| CCS/UIS |
|
|
||||||||||||||
| Montana |
|
|
|
|||||||||||||
| Fortman |
|
|
|
|
||||||||||||
| Altruis |
|
|
|
|||||||||||||
| Kush |
|
|
||||||||||||||
| Reli Exchange |
|
|
|
|
||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
The following are customers representing 10% or more of total revenue:
|
For the three months ended June 30, |
||||||||
| Insurance Carrier | 2023 | 2022 | ||||||
| Priority Health |
|
% |
|
% | ||||
| BlueCross BlueShield |
|
% |
|
% | ||||
|
For the six months ended June 30, |
||||||||
| Insurance Carrier | 2023 | 2022 | ||||||
| Priority Health |
|
% |
|
% | ||||
| BlueCross BlueShield |
|
% |
|
% | ||||
No
other single customer accounted for more than
| 11 |
Income Taxes
The Company recorded no income tax expense for the three and six months ended June 30, 2023 and 2022 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives.
As of June 30, 2023 and December 31, 2022, the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized.
Discontinued Operations
The
Company’s board of directors approved the discontinuation and abandonment of Medigap Healthcare Insurance Company, LLC
(“Medigap”), a subsidiary of the Company, effective April 17, 2023, due to Medigap’s sustained recurring losses
stemming from amongst other factors, greater than anticipated revenue chargebacks. The Company was unable to divest its interest in
Medigap for value, and accordingly, operations were wound down in an orderly manner. In doing so, the Company transferred to its
operating entity, Medigap’s customer relationships and internally developed and purchased software intangible assets, with net
of amortization combined value of approximately $
Settlement Agreement
On
June 30, 2023, the Company entered into a confidential settlement agreement
and mutual release (the “Settlement Agreement”) with certain Medigap affiliated entities and persons, and the former owners
of Medigap, whereby the Company would receive a settlement payment of
$
The following tables present the major components of assets and liabilities included in discontinued operations on the condensed consolidated balance sheets.
| June 30, 2023 | December 31, 2022 | |||||||
| Accounts receivable | $ |
|
||||||
| Accounts receivable, related parties |
|
|||||||
| Other receivables |
|
|||||||
| Prepaid expense and other current assets |
|
|||||||
| Current Assets - Discontinued Operations | $ |
|
||||||
| Condensed consolidated balance sheets - Current Assets - Discontinued Operations | $ |
|
||||||
| Property and equipment, net | $ |
|
||||||
| Right-of-use assets |
|
|||||||
| Intangibles, net |
|
|||||||
| Goodwill |
|
|||||||
| Other Assets - Discontinued Operations | $ |
|
||||||
| Condensed consolidated balance sheets - Other Assets - Discontinued Operations | $ |
|
||||||
| Accounts payable and other accrued liabilities | $ |
|
||||||
| Chargeback reserve |
|
|||||||
| Current portion of leases payable |
|
|||||||
| Current Liabilities - Discontinued Operations | $ |
|
||||||
| Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations | $ |
|
||||||
| 12 |
The following table rolls forward Medigap’s assets and liabilities from their carrying values pre-abandonment to their values post abandonment, and presents the impact of reclassifications, impairments, and write-offs:
| Medigap Related Assets | Carrying Value Prior To Abandonment | Asset and Liability Transfers Retained by the Company | Asset Impairments and Liability Write-Offs | Carrying Value As of June 30, 2023 | ||||||||||||
| Accounts receivable | $ |
|
$ | $ |
(
|
) | $ | |||||||||
| Accounts receivable, related party |
|
(
|
) | |||||||||||||
| Other receivables |
|
(
|
) | |||||||||||||
| Current assets – Medigap | $ |
|
$ | $ |
(
|
) | $ | |||||||||
| Property and equipment, net | $ |
|
$ | $ |
(
|
) | $ | |||||||||
| Right-of-use assets |
|
(
|
) | |||||||||||||
| Intangibles, net |
|
(
|
) 1 |
(
|
) | |||||||||||
| Goodwill |
|
(
|
) | |||||||||||||
| Other assets - Medigap | $ |
|
$ |
(
|
) | $ |
(
|
) | $ | |||||||
| Total assets - Medigap | $ |
|
$ |
(
|
) | $ |
(
|
) | $ | |||||||
| Accounts payable and other accrued liabilities | $ |
|
$ | $ |
(
|
) | $ | |||||||||
| Short term financing agreements |
|
(
|
) | |||||||||||||
| Chargeback Reserve |
|
(
|
) 2 | |||||||||||||
| Current portion of leases payable |
|
(
|
) 3 | |||||||||||||
| Other liabilities |
|
(
|
) 3 | |||||||||||||
| Current Liabilities - Medigap | $ |
|
$ |
(
|
) | $ |
(
|
) | $ | |||||||
| Total Liabilities - Medigap | $ |
|
$ |
(
|
) | $ |
(
|
) | $ | |||||||
| Net assets and liabilities - Medigap | $ |
|
$ |
(
|
) | $ |
(
|
) | $ | |||||||
| 1 |
|
|
| 2 |
|
|
| 3 |
|
| 13 |
The following tables disaggregate the major classes of pretax gain and loss as presented in discontinued operations in the condensed consolidated statements of operations.
|
Three Months Ended June 30, 2023 |
Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | Three Months Ended June 30, 2023 | ||||||||||||||||
| Income | ||||||||||||||||||||
| Commission income | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||
| Expenses | ||||||||||||||||||||
| Commission expense |
|
|
|
|
||||||||||||||||
| Salaries and wages |
|
|
|
|
||||||||||||||||
| General and administrative expenses |
|
|
|
|
||||||||||||||||
| Marketing and advertising |
|
|
|
|
||||||||||||||||
| Depreciation and amortization |
|
|
|
|||||||||||||||||
| Other expenses (income) |
|
(
|
) |
(
|
) |
(
|
) | |||||||||||||
|
Total discontinued operations expenses before impairments and write-offs
|
|
|
|
|
||||||||||||||||
|
Total discontinued operations income / (loss) before impairments and write-offs
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||||||
| Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities | ||||||||||||||||||||
| Settlement Recovery | $ |
|
$ |
|
||||||||||||||||
| Asset impairment losses | ||||||||||||||||||||
| Accounts receivable |
(
|
) | ||||||||||||||||||
| Accounts receivable, related parties |
(
|
) | ||||||||||||||||||
| Other receivables |
(
|
) | ||||||||||||||||||
| Property and equipment, net |
(
|
) | ||||||||||||||||||
| Right-of-use assets |
(
|
) | ||||||||||||||||||
| Intangibles, net |
(
|
) | ||||||||||||||||||
| Goodwill |
(
|
) | ||||||||||||||||||
| Total Asset Impairments |
(
|
) | ||||||||||||||||||
| Liability write-off gains | ||||||||||||||||||||
| Accounts payable and other accrued liabilities |
|
|||||||||||||||||||
| Other payables |
|
|
||||||||||||||||||
| Chargeback reserve |
|
|||||||||||||||||||
| Current portion of leases payable |
|
|||||||||||||||||||
| Total liability write-off gains |
|
|
||||||||||||||||||
| Discontinued operations net asset and liability impairments / write-offs gains and (losses) |
|
(
|
) | |||||||||||||||||
| Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities |
|
(
|
) | |||||||||||||||||
| Gain (loss) from discontinued operations before tax |
|
(
|
) |
(
|
) |
(
|
) | |||||||||||||
|
Consolidated statement of operations - Income (loss) from discontinued operations before tax |
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||||||
Recently Issued Accounting Pronouncements
We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements.
| 14 |
NOTE 2. GOODWILL AND OTHER INTANGIBLE ASSETS
The following table rolls forward the Company’s goodwill balance for the periods ended June 30, 2023, and December 31, 2022, adjusted for discontinued operations.
| Goodwill | ||||
| December 31, 2021 | $ |
|
||
| Goodwill recognized in connection with Barra acquisition on April 26, 2022 |
|
|||
| December 31, 2022 |
|
|||
| June 30, 2023 | $ |
|
||
For the year ended December 31, 2022, due to a declining market capitalization attributed
to Medigap’s performance, the Company performed a goodwill impairment test utilizing the Market Approach – Traded Market Value
Method, concluding that the Company’s fair value and resultant net assets, implied a goodwill balance of $
The following table rolls forward the Company’s goodwill balance for the periods ended June 30, 2023, and December 31, 2022 inclusive of discontinued operations.
| Goodwill | ||||
| December 31, 2021 | $ |
|
||
| Goodwill recognized in connection with Medigap acquisition |
|
|||
| Goodwill recognized in connection with Barra acquisition |
|
|||
| Goodwill impairment (Medigap) during the year-ended December 31, 2022 |
(
|
) | ||
| December 31, 2022 |
|
|||
| Goodwill impairment (Medigap) during the six months ended June 30, 2023 |
(
|
) | ||
| June 30, 2023 | $ |
|
||
The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of June 30, 2023:
| Weighted Average Remaining Amortization period (Years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||
| Trade name and trademarks |
|
$ |
|
$ |
(
|
) | $ |
|
||||||||
| Internally developed software |
|
|
(
|
) |
|
|||||||||||
| Customer relationships |
|
|
(
|
) |
|
|||||||||||
| Purchased software |
|
|
(
|
) |
|
|||||||||||
| Video production assets |
|
(
|
) | |||||||||||||
| Non-competition agreements |
|
|
(
|
) |
|
|||||||||||
| $ |
|
$ |
(
|
) | $ |
|
||||||||||
The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2022:
| Weighted Average Remaining Amortization period (Years) | Gross Carrying Amount | Accumulated Amortization |
Net Carrying Amount |
|||||||||||||
| Trade name and trademarks |
|
$ |
|
$ |
(
|
) | $ |
|
||||||||
| Internally developed software |
|
|
(
|
) |
|
|||||||||||
| Customer relationships |
|
|
(
|
) |
|
|||||||||||
| Purchased software |
|
|
(
|
) |
|
|||||||||||
| Video production assets |
|
(
|
) | |||||||||||||
| Non-competition agreements |
|
|
(
|
) |
|
|||||||||||
| Total | $ |
|
$ |
(
|
) | $ |
|
|||||||||
The following table reflects expected amortization expense as of June 30, 2023, for each of the following five years and thereafter:
| Years ending December 31, |
Amortization Expense |
|||
| 2023 (remainder of year) | $ |
|
||
| 2024 |
|
|||
| 2025 |
|
|||
| 2026 |
|
|||
| 2027 |
|
|||
| Thereafter |
|
|||
| Total | $ |
|
||
| 15 |
NOTE 3. LONG-TERM DEBT AND SHORT-TERM FINANCINGS
Long-Term Debt
The composition of the long-term debt follows:
|
June 30, 2023 |
December 31, 2022 |
|||||||
|
Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus
|
$ |
|
$ |
|
||||
|
Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of Prime Rate plus
|
|
|
||||||
|
Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of Prime Rate plus
|
|
|
||||||
|
Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of Prime Rate plus
|
|
|
||||||
|
Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of Prime Rate plus
|
|
|
||||||
|
Oak Street Funding LLC Term Loan for the acquisition of Barra, variable interest of Prime Rate plus
|
|
|
||||||
|
|
|
|||||||
| Less: current portion |
(
|
) |
(
|
) | ||||
| Long-term debt | $ |
|
$ |
|
||||
Oak Street Funding LLC – Term Loans and Credit Facilities
| Fiscal year ending December 31, |
Maturities of Long-Term Debt |
|||
| 2023 (remainder of year) | $ |
|
||
| 2024 |
|
|||
| 2025 |
|
|||
| 2026 |
|
|||
| 2027 |
|
|||
| Thereafter |
|
|||
| Total |
|
|||
| Less: debt issuance costs |
(
|
) | ||
| Total | $ |
|
||
Short-Term Financings
The
Company has various short-term notes payable for financed items such as insurance premiums and CRM software purchases. These are
normally paid in equal installments over a period of twelve months or less and carry interest rates ranging between
| 16 |
NOTE 4. WARRANT LIABILITIES
Series B Warrants
Pursuant
to the terms of the SPA, during the quarter ended June 30, 2023, the Series B Warrants’ effective exercise price reset to $
For
the three and six months ended June 30, 2023, net fair value gains and losses recognized for the Series B Warrants were a loss of $
Placement Agent Warrants
For
the three and six months ended June 30, 2023, net fair value gains and losses recognized for the Placement Agent Warrants
(“PAW”) were, a loss of $
NOTE 5. EQUITY
Common Stock
The Company is authorized to issue shares of common stock, $ par value. Each share of issued and outstanding common stock entitles the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution.
In January 2023, the Company issued
On
February 23, 2023, pursuant to authority granted by the Board of Directors of the Company, the Company implemented a
In
March 2023, Yes Americana, a related party, converted $
In March 2023, the Company issued shares of the Company’s common stock in conjunction with the Private Placement-2023 as defined and discussed further below.
During the second quarter of 2023, the Company issued shares of the Company’s common stock in lieu of services provided.
In May 2023, the Company issued shares of the Company’s common stock to settle an earn-out liability.
In May 2023, the Company issued shares of the Company’s common stock pursuant to vested restricted stock awards earned by agents through an equity-based compensation program at one of the Company’s subsidiaries.
As of June 30, 2023 and December 31, 2022, there were and shares of Common Stock outstanding, respectively.
| 17 |
Warrants
Series A Warrants
In
conjunction with the Company’s initial public offering, the Company issued
Series E and F Warrants
On
March 13, 2023, the Company entered into a securities purchase agreement (the “SPA-2023”) with one institutional buyer for
the purchase and sale of, (i) an aggregate of
shares (the “Common Shares”) of the Company’s common stock, par
value $
per share (the “Common Stock”) along with accompanying common warrants (the “Common Units”), (ii)
prefunded warrants (the “Prefunded Warrants” or “Series E Warrants”) that are exercisable into
The
aggregate purchase price for the Common Shares, Prefunded Warrants (Series E Warrants) and the Common Warrants (Series F Warrants) to
be purchased by the Buyer shall be equal to (i) $
The
Common Warrant (Series F) has an exercise price of $
The
PA Warrant has an exercise price of $
The
closing of the Private Placement-2023 occurred on March 16, 2023. EF Hutton, a division of Benchmark Investments, LLC (the “Placement
Agent”) acted as the sole placement agent and was entitled to an
Gross
and net proceeds to the Company from the
Private Placement-2023
were approximately $
The
Company determined the Series E Warrants, Series F Warrants, and PA Warrants are equity in nature because of provisions, pursuant to
the warrant agreements, that permit the holder to obtain a fixed number of shares for a fixed monetary amount. The values offset to $
| 18 |
Equity-based Compensation
During the six month period ended June 30, 2023, an executive was awarded an annual stock award in conjunction with a promotion agreement, consisting of shares of the Company’s common stock per annum, to vest monthly throughout the term of employment. For the three and six months ended June 30, 2023, total stock compensation for this award was valued at approximately $ and $ , respectively, recorded as stock-based compensation.
Total stock-based compensation expense recorded in general and administrative expenses in the condensed consolidated statements of operations for the three and six months ended June 30, 2023 was $ and $ , respectively.
Basic earnings per common share (“EPS”) applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares outstanding.
If there is a loss from operations, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed in the same manner as basic EPS.
| Three Months | Three Months | |||||||
| Ended | Ended | |||||||
| June 30, 2023 | June 30, 2022 | |||||||
| (Loss) income from continuing operations, numerator, basic and diluted computation | $ |
(
|
) | $ |
|
|||
| Weighted average common shares, basic |
|
|
||||||
| Effect of series B warrants | ||||||||
| Effect of stock awards |
|
|||||||
| Effect of preferred stock |
|
|||||||
| Weighted average common shares, dilutive |
|
|
||||||
| (Loss) earnings per common share – basic | $ |
(
|
) | $ |
|
|||
| (Loss) earnings per common share – diluted | $ |
(
|
) |
|
||||
| 19 |
| Six Months | Six Months | |||||||
| Ended | Ended | |||||||
| June 30, 2023 | June 30, 2022 | |||||||
| (Loss) income from continuing operations | $ |
(
|
) | $ |
|
|||
| Deemed dividend |
(
|
) | ||||||
| Net income continuing operations, numerator, basic computation |
(
|
) |
|
|||||
| Recognition and change in fair value of warrant liabilities |
(
|
) | ||||||
| Net loss continuing operations, numerator, diluted computation | $ |
(
|
) | $ |
(
|
) | ||
| Weighted average common shares, basic |
|
|
||||||
| Effect of series B warrants |
|
|||||||
| Weighted average common shares, dilutive |
|
|
||||||
| Loss per common share – basic |
(
|
) |
|
|||||
| Loss per common share – diluted | $ |
(
|
) | $ |
(
|
) | ||
The reversal of the gain on the change fair value of the Series B warrant liability for the six months June 30, 2022 is included in the numerator of the dilutive EPS calculation to eliminate the effects the warrants as the impact is dilutive.
| For the Three Months Ended | ||||||||
| June 30, 2023 | June 30, 2022 | |||||||
| Shares subject to outstanding common stock options |
|
|
||||||
| Shares subject to outstanding Series A warrants |
|
|
||||||
| Shares subject to outstanding Series F warrants |
|
|||||||
| Shares subject to placement agent warrants |
|
|||||||
| Shares subject to unvested stock awards |
|
|||||||
| Shares subject to conversion of Series B preferred stock | ||||||||
| Shares subject to warrant liability |
|
|||||||
| For the Six Months Ended | ||||||||
| June 30, 2023 | June 30, 2022 | |||||||
| Shares subject to outstanding common stock options |
|
|
||||||
| Shares subject to outstanding Series A warrants |
|
|
||||||
| Shares subject to outstanding Series F warrants |
|
|||||||
| Shares subject to placement agent warrants |
|
|||||||
| Shares subject to unvested stock awards |
|
|
||||||
| Shares subject to conversion of Series B preferred stock |
|
|||||||
| Shares subject to warrant liability | ||||||||
NOTE 7. LEASES
Operating
lease expense for the three months ended June 30, 2023 and 2022 was $
Future minimum lease payment under these operating leases consisted of the following:
| Period ending June 30, 2023 |
Operating Lease Obligations |
|||
| 2023 | $ |
|
||
| 2024 |
|
|||
| 2025 |
|
|||
| 2026 |
|
|||
| 2027 |
|
|||
| Thereafter |
|
|||
| Total undiscounted operating lease payments |
|
|||
| Less: Imputed interest |
|
|||
| Present value of operating lease liabilities | $ |
|
||
| 20 |
NOTE 8. COMMITMENTS AND CONTINGENCIES
Legal Contingencies
The Company is subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordingly, no legal contingencies are accrued as of June 30, 2023 and December 31, 2022. Litigation relating to the insurance brokerage industry is not uncommon. As such the Company, from time to time have been subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future.
Earn-out liabilities
The following outlines changes to the Company’s earn-out liability balances for the respective periods ended June 30, 2023 and December 31, 2022:
| Fortman | Montana | Altruis | Kush | Barra | Total | |||||||||||||||||||
| Ending balance December 31, 2022 | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||
| Changes due to payments | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) |
(
|
) | ||||||||||
| Changes due to fair value adjustments |
|
|
|
|
|
|||||||||||||||||||
| Ending balance June 30, 2023 | $ | $ |
|
$ | $ | $ |
|
$ |
|
|||||||||||||||
| Fortman | Montana | Altruis | Kush | Barra | Total | |||||||||||||||||||
| Ending balance December 31, 2021 | $ |
|
$ |
|
$ |
|
$ |
|
$ | $ |
|
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| Changes due to business combinations |
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| Changes due to payments |
(
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) |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||||||||
| Changes due to fair value adjustments |
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(
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(
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) |
(
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| Ending balance December 31, 2022 | $ |
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$ |
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$ |
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$ |
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$ |
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$ |
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NOTE 9. RELATED PARTY TRANSACTIONS
On
September 13, 2022, the Company issued a promissory note to YES Americana Group, LLC (“Americana”) a related party entity
beneficially owned by the Company’s Chief Executive Officer, for the principal sum of $
The Company has amounts payable to Reliance Global
Holdings, LLC, a related party beneficially owned by the Company’s Chief Executive Officer stemming from funds loaned to the Company
for various subsidiary acquisitions. These loans do not bear interest and there is no term. Repayment will be made at the Company’s
discretion. The open balance is considered non-current and classified to the related parties, less current portion account in the condensed
consolidated balance sheets with open balances of $
The Company incurred a payable of $
Pursuant to the first amendment to the April 26,
2022 asset purchase agreement between the Company and Barra & Associates, LLC, a related party entity beneficially owned by a
senior vice president of the Company, the Company agreed to pay a deferred purchase price (the “DPP”) of $
NOTE 10. INVESTMENT IN NSURE
During
April 2023, the Company sold its remaining
of NSURE shares to unaffiliated third parties, receiving the shares’ cost basis and
cash proceeds of $
NOTE 11. SUBSEQUENT EVENTS
Pursuant to the terms of the SPA, on July 7, 2023, the Series B Warrants’ effective exercise
price reset to $
| 21 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Reliance Global Group, Inc. (the “Company”) operates as a diversified company engaging in business in the insurance market, as well as other related sectors. Our focus is to grow the Company by pursuing an aggressive acquisition strategy, initially and primarily focused upon wholesale and retail insurance agencies. The Company is controlled by the same management team as Reliance Global Holdings, LLC (“Reliance Holdings”), a New York based firm that is the owner and operator of numerous companies with core interests in real estate and insurance. Our relationship with Reliance Holdings provides us with significant benefits: (1) experience, knowledge, and industry relations; (2) a source of acquisition targets currently under Reliance Holdings’ control; and (3) financial and logistics assistance. We are led and advised by a management team that offers over 100 years of combined business expertise in real estate, insurance, and the financial service industry.
In the insurance sector, our management has extensive experience acquiring and managing insurance portfolios in several states, as well as developing specialized programs targeting niche markets. Our primary strategy is to identify specific risk to reward arbitrage opportunities and develop these on a national platform, thereby increasing revenues and returns, and then identify and acquire undervalued wholesale and retail insurance agencies with operations in growing or underserved segments, expand and optimize their operations, and achieve asset value appreciation while generating interim cash flows.
As part of our growth and acquisition strategy, we continue to survey the current insurance market for value-add acquisition opportunities. As of June 30, 2023, we have acquired nine insurance agencies, including both affiliated and unaffiliated companies and long term, we seek to conduct all transactions and acquisitions through our direct operations.
Over the next 12 months, we plan to focus on the expansion and growth of our business through continued asset acquisitions in insurance markets and organic growth of our current insurance operations through geographic expansion and market share growth.
Further, we launched our 5MinuteInsure.com (“5MI”) Insurtech platform during 2021 which expanded our national footprint. 5MI is a high-tech proprietary tool developed by us as a business to consumer portal which enables consumers to instantly compare quotes from multiple carriers and purchase their car and home insurance in a time efficient and effective manner. 5MI taps into the growing number of online shoppers and utilizes advanced artificial intelligence and data mining techniques, to provide competitive insurance quotes in around 5 minutes with minimal data input needed from the consumer. The platform launched during the summer of 2021 and currently operates in 46 states offering coverage with up to 30 highly rated insurance carriers.
With the acquisition of Barra, we launched RELI Exchange, our business-to-business (B2B) InsurTech platform and agency partner network that builds on the artificial intelligence and data mining backbone of 5MinuteInsure.com. Through RELI Exchange we on-board agency partners and provide them with an InsurTech platform white labeled, designed and branded specifically for their business. This combines the best of digital and human capabilities by providing our agency partners and their customers quotes from multiple carriers within minutes. Since its inception, RELI Exchange has increased its agent roster by more than 30%.
Business Trends and Uncertainties
The insurance intermediary business is highly competitive, and we actively compete with numerous firms for customers and insurance companies, many of which have relationships with insurance companies, or have a significant presence in niche insurance markets that may give them an advantage over us. Other competitive concerns may include the quality of our products and services, our pricing and the ability of some of our customers to self-insure and the entrance of technology companies into the insurance intermediary business. Several insurance companies are engaged in the direct sale of insurance, primarily to individuals, and do not pay commissions to agents and brokers.
| 22 |
Financial Instruments
The Company’s financial instruments as of June 30, 2023, consist of derivative warrants. These are accounted at fair value as of inception/issuance date, and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, (non-cash) gain or loss.
Insurance Operations
Our insurance operations focus on the acquisition and management of insurance agencies throughout the U.S. Our primary focus is to pinpoint undervalued wholesale and retail insurance agencies with operations in growing or underserved segments (including healthcare and Medicare, as well as personal and commercial insurance lines). We then focus on expanding their operations on a national platform and improving operational efficiencies to achieve asset value appreciation while generating interim cash flows. In the insurance sector, our management team has over 100 years of experience acquiring and managing insurance portfolios in several states, as well as developing specialized programs targeting niche markets. We plan to accomplish these objectives by acquiring wholesale and retail insurance agencies it deems to represent a good buying opportunity (as opposed to insurance carriers) as insurance agencies bear no insurance risk. Once acquired, we plan to develop them on a national platform to increase revenues and profits through a synergetic structure. The Company is initially focused on segments that are underserved or growing, including healthcare and Medicare, as well as personal and commercial insurance lines.
Insurance Acquisitions and Strategic Activities
As of the balance sheet date, we have acquired multiple insurance brokerages (see table below), including both acquisitions of affiliated companies ( i.e. , owned by Reliance Holdings before the acquisition) and unaffiliated companies. As our acquisition strategy continues, our reach within the insurance arena can provide us with the ability to offer lower rates, which could boost our competitive position within the industry.
| Acquired | Date | Location | Line of Business | Status | ||||
| U.S. Benefits Alliance, LLC (USBA) | October 24, 2018 | Michigan | Health Insurance | Affiliated | ||||
| Employee Benefit Solutions, LLC (EBS) | October 24, 2018 | Michigan | Health Insurance | Affiliated | ||||
| Commercial Solutions of Insurance Agency, LLC (CCS or Commercial Solutions) | December 1, 2018 | New Jersey | P&C – Trucking Industry | Unaffiliated | ||||
| Southwestern Montana Insurance Center, Inc. (Southwestern Montana or Montana) | April 1, 2019 | Montana | Group Health Insurance | Unaffiliated | ||||
| Fortman Insurance Agency, LLC (Fortman or Fortman Insurance) | May 1, 2019 | Ohio |
P&C and Health Insurance |
Unaffiliated | ||||
| Altruis Benefits Consultants, Inc. (Altruis) | September 1, 2019 | Michigan | Health Insurance | Unaffiliated | ||||
| UIS Agency, LLC (UIS) | August 17, 2020 | New York | Health Insurance | Unaffiliated | ||||
| J.P. Kush and Associates, Inc. (Kush) | May 1, 2021 | Michigan | Health Insurance | Unaffiliated | ||||
| Barra & Associates, LLC | April 26, 2022 | Illinois | Health Insurance | Unaffiliated |
| 23 |
Recent Developments
Reverse Stock Split
On February 23, 2023, pursuant to authority granted by the Board of Directors of the Company, the Company implemented a 1-for-15 reverse split of the Company’s authorized and issued and outstanding common stock (the “Reverse Split-2023”). The par value remains unchanged. All share and per share information as well as common stock and additional paid-in capital have been retroactively adjusted to reflect the Reverse Split-2023 for all periods presented, unless otherwise indicated. The split resulted in a rounding addition of approximately 15,300 shares valued at par, totaling $1,300.
Second Amendment to Fortman Purchase Agreement
As previously disclosed, the Company, Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (collectively, the “Parties”) entered into a purchase agreement on or around May 1, 2019 (the “Purchase Agreement”), whereby the Company purchased the business and certain assets noted within the Purchase Agreement. On May 18, 2023, the Parties entered into that certain second amendment to the Purchase Agreement (the “Second Amendment”). Pursuant to the Second Amendment, the Parties agreed to a total remaining balance of $716,850 owed to both Jonathan Fortman and Zachary Fortman under the Purchase Agreement for a combined total amount owed of $1,433,700. In satisfaction of such remaining balances, the Company agreed to issue 176,130 shares of the Company’s restricted common stock, par value $0.086 per share (the “Common Stock”), to both Jonathan Fortman and Zachary Fortman (collectively, the “Shares”), for a total issuance of 352,260 shares of Common Stock. Following the issuance of the Shares, the Company’s issued and outstanding Common Stock count will be 1,983,308. If the Nasdaq official closing price of the Common Stock is less than $4.07 on November 18, 2023, then the Company shall pay both Jonathan Fortman and Zachary Fortman an amount equal to the Make-Up Payment (as defined herein) within 15 business days thereafter. Pursuant to the Second Amendment, the “Make-Up Payment” means an amount in cash equal to $616,850 minus First Holder Shares Value (as defined herein) to Jonathan Fortman, and $616,850 minus Second Holder Shares Value (as defined herein) to Zachary Fortman. Further, under the Second Amendment, the “First Holder Shares Value” and “Second Holder Shares Value” means 176,130 and 176,130 respectively (subject to appropriate adjustments for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock) multiplied by the Nasdaq official closing price of the Common Stock on November 18, 2023.
Settlement Agreement
On June 30, 2023, the Company entered into a Confidential Settlement Agreement and Mutual Release (the “Settlement Agreement”) by and between the Company, Medigap Healthcare Insurance Agency, LLC, a wholly owned subsidiary of the Company (the “Agency” and together with the Company, the “Reliance Parties”), Pagidem, LLC f/k/a Medigap Healthcare Insurance Company, LLC (“Pagidem”), Joseph J. Bilotti, III (together with Pagidem, the “Bilotti Parties”), Kyle Perrin, Zachary Lewis, T65 Health Insurance Solutions, Inc. f/k/a T65 Health Solutions, Inc. (“T65”), and Seniors First Life, LLC (collectively with Mr. Lewis and T65, the “Lewis Parties”).
The Company, Pagidem, and Mr. Bilotti previously entered into that certain Asset Purchase Agreement dated December 21, 2021 (the “APA”), pursuant to which the Company acquired, and the Bilotti Parties sold, certain assets and liabilities of Pagidem to the Company. As part of the transactions contemplated by the APA, the Company entered into that certain Employment Agreement, dated as of January 10, 2022, by and between the Company and Mr. Perrin (the “Employment Agreement”). The Company later assigned the assets and liabilities it acquired pursuant to the APA, and the Employment Agreement, to Agency. Mr. Perrin previously served as the Chief Operating Officer and Chief Executive Officer of Agency pursuant to the Employment Agreement. The Company and Mr. Lewis entered into that certain Non-Disclosure Agreement, effective as of January 24, 2022 (the “NDA”).
The Company, pursuant to the APA, previously filed a claim with the American Arbitration Association (“AAA”), Case No. 01-23-0002-3404 (the “Bilotti Arbitration”), wherein the Company purports to assert claims against the Bilotti Parties for fraudulent inducement, intentional and negligent misrepresentation, breach of contract, breach of restrictive covenants, conversion, civil theft, tortious interference, and conspiracy (the “Bilotti Claim”). The Company also filed, pursuant to the Employment Agreement, a claim with the AAA, Case No. 01-23-0002-2048(the “Perrin Arbitration”), wherein the Company purports to assert claims against Mr. Perrin for conversion, civil conspiracy, fraud, breach of fiduciary duty, and breach of duty of loyalty and good faith. (the “Perrin Claim”). In the Perrin Arbitration, Mr. Perrin filed counterclaims against the Company for breaches of employment agreement, unjust enrichment, and breach of the covenant of good faith and fair dealing (the “Perrin Counterclaim”).
The Reliance Parties have filed a complaint in the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida, Case No. 50-2023-CA-010777-XXXXMB, Div. AA (the “Lewis Litigation,” and collectively with the Bilotti Arbitration and the Perrin Arbitration, the “Medigap Disputes”), wherein the Reliance Parties purport to assert claims against the Lewis Parties for tortious interference with business relationship, civil conspiracy, breach of contract, conversion, and unjust enrichment (the “Lewis Claim”).
The parties to the Settlement Agreement have each disputed and continue to dispute the claims asserted and allegations made against them.
United Insurance Group Agency, Inc. and/or LTC Global, Inc. or those entities’ assignees, affiliates, subsidiaries, partners or parent companies (collectively, the “Factor”), allege the Reliance Parties owe the Factor a debt, which the Reliance Parties dispute.
Pursuant to the terms of the Settlement Agreement, the Medigap Parties agreed to pay to the Company an amount equal to $2,900,000 (the “Settlement Payment”) within five business days of the effective date of the Settlement Agreement. The Company received the Settlement Payment on July 6, 2023.
| 24 |
Upon receipt of the Settlement Payment, the Reliance Parties agreed to release and discharge each and all of the Bilotti Parties, Mr. Perrin, and the Lewis Parties, and each of their present and former agents, servants, or employees, members, owners, shareholders, officers, managers, partners, directors, trustees, representatives, attorneys, contractors, predecessor and successor entities and assigns, parents, subsidiaries and affiliates (collectively, the “Medigap Released Parties”) of and from any and all past, existing, and/or future suits, liabilities, claims, demands, fees, costs, expenses, payments, judgments, damages, actions and rights or causes of action of any kind or nature, from the beginning of the world to the effective date of the Settlement Agreement, including but not limited to (A) any matters that were or could have been alleged in the: (i) the Bilotti Arbitration; (ii) the Perrin Arbitration; (iii) the Lewis Litigation; and (B) (i) any and all claims to additional money, distributions, or compensation of any kind from the Medigap Released Parties; provided, however, that nothing in the Settlement Agreement will serve to release any claims the Reliance Parties may have against the Factor.
In addition, upon receipt of the Settlement Payment, the Medigap Parties agreed to release and discharge each and all of the Reliance Parties, and each of their present and former agents, servants, or employees, members, owners, shareholders, officers, managers, partners, directors, trustees, representatives, attorneys, contractors, predecessor and successor entities and assigns, parents, subsidiaries and affiliates (collectively, the “Reliance Released Parties”) of and from any and all past, existing, and/or future suits, liabilities, claims, demands, fees, costs, expenses, payments, judgments, damages, actions and rights or causes of action of any kind or nature, from the beginning of the world to the effective date of the Settlement Agreement, including but not limited to (A) any matters that were or could have been alleged in the: (i) the Bilotti Arbitration; (ii) the Perrin Arbitration; (iii) the Lewis Litigation; and (B) (i) any and all claims to additional money, distributions, or compensation of any kind from the Medigap Released Parties.
Also, pursuant to the terms of the Settlement Agreement, Mr. Perrin agreed to release the Reliance Parties from all claims arising under any federal, state or local law or statute, including without limitation, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Family Medical Leave Act, Title VII of the Civil Rights Act of 1964, Employee Retirement Income Security Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the law of contract and tort, any claim for attorneys’ fees, claims for unpaid wages or other employment compensation, and claims of personal injury, including mental and physical pain and suffering or intentional infliction of emotional distress. Additionally, Mr. Perrin expressly waived any right to recover any type of personal relief from the Reliance Parties, including monetary damages or reinstatement, in any administrative action or proceeding, whether state or federal, and whether brought by Mr. Perrin or on his behalf by an administrative agency, related in any way to the matters herein.
Pursuant to the terms of the Settlement Agreement, all of the parties thereto agreed that, upon receipt of the Settlement Payment by the Reliance Parties, they would discharge any obligations under the APA, the Employment Agreement, the NDA and all ancillary documents and agreements referenced or contemplated therein. In addition, within five business days of receipt of the Settlement Payment: (i) the Company will cause the Bilotti Arbitration to be dismissed, with prejudice; (ii) the Reliance Parties and Mr. Perrin will cause the Perrin Arbitration to be dismissed, with prejudice; and (iii) the Reliance Parties will cause the Lewis Litigation to be dismissed, with prejudice.
Results of Operations
Comparison of the three months ended June 30, 2023 to the three months ended June 30, 2022
The following table sets forth our revenue and operating expenses for each of the years presented.
|
June 30, 2023 |
June 30, 2022 |
|||||||
| Revenue | ||||||||
| Commission income | $ | 3,195,905 | 2,847,149 | |||||
| Total revenue | 3,195,905 | 2,847,149 | ||||||
| Operating expenses | ||||||||
| Commission expense | 822,274 | 662,932 | ||||||
| Salaries and wages | 1,742,697 | 1,637,412 | ||||||
| General and administrative expenses | 1,703,811 | 1,630,169 | ||||||
| Marketing and advertising | 109,860 | (4,844 | ) | |||||
| Depreciation and amortization | 655,449 | 694,440 | ||||||
| Total operating expenses | 5,034,091 | 4,620,109 | ||||||
| Loss from operations | (1,838,186 | ) | (1,772,960 | ) | ||||
| Other income (expense) | ||||||||
| Other expense, net | (439,037 | ) | (200,263 | ) | ||||
| Recognition and change in fair value of warrant liabilities | (1,592,509 | ) | 12,633,251 | |||||
| Total other income (expense) | (2,031,546 | ) | 12,432,988 | |||||
| Income from continuing operations | $ | (3,869,732 | ) | 10,660,028 | ||||
| Loss from discontinued operations | 2,814,445 | (164,337 | ) | |||||
| Net (loss) income | (1,055,287 | ) | 10,495,691 | |||||
Revenues
The Company’s revenue is primarily comprised of commissions paid by insurance carriers or their representatives related to insurance plans that have been purchased by a member who used our services. We define a member as an individual or entity currently covered by an insurance plan, including individual and family, Medicare-related, small business, and ancillary plans, as well as property and casualty coverage, including auto, home and life, for which the Company is entitled to receive compensation from an insurance carrier.
The Company had revenues of approximately $3.2 million for the three months ended June 30, 2023, as compared to approximately $ 2.8 million for the three months ended June 30, 2022. The increase of approximately $349 thousand or 12% is primarily driven by organic growth and the addition of RELI Exchange.
Commission expense
The Company had total commission expense of approximately $822 thousand for the three months ended June 30, 2023, compared to approximately $ 663 thousand for the three months ended June 30, 2022. The increase of approximately $159 thousand or 24% is primarily driven by organic growth and the addition of RELI Exchange.
| 25 |
Salaries and wages
The Company reported approximately $1.7 million of salaries and wages expense for the three months ended June 30, 2023, compared to approximately $ 1.6 million for the three months ended June 30, 2022. The increase of approximately $105 thousand or 6% is a result of the Company’s growth driven by expanded operations.
General and administrative expenses
The Company had total general and administrative expenses of approximately $1.7 million for the three months ended June 30, 2023, as compared to approximately $ 1.6 million for the three months ended June 30, 2022. The increase in expense of approximately $74 thousand or 5% is a result of the Company’s growth driven by expanded operations.
Marketing and advertising
The Company reported approximately $110 thousand of marketing and advertising expense for the three months ended June 30, 2023 compared to approximately a credit of approximately $ 5 thousand for the three months ended June 30, 2022. The 2022 credit is comprised of marketing expense of $29,663 and marketing allowances received, totaling $(34,506) which net to $4,844. The net increase of approximately $115 thousand is a result of increased branding and outreach efforts to achieve greater industry presence as well as marketing allowances received in 2022 to offset marketing expense but not received in 2023.
Depreciation and amortization
The Company reported approximately $ 655 thousand of depreciation and amortization expense for the three months ended June 30, 2023 compared to approximately $ 694 thousand for the three months ended June 30, 2022. The decrease of approximately $39 thousand or 6% is primarily a result of fully depreciated assets no longer incurring amortization charges.
Other income and expense
The Company reported approximately $2 million of other expense for the three months ended June 30, 2023 compared to approximately $ 12 million of other income for the three months ended June 30, 2022. The decrease of approximately $14 million is attributable primarily to the change in fair value of warrant liabilities, offset by interest expense.
Comparison of the six months ended June 30, 2022 to the six months ended June 30, 2021
The following table sets forth our revenue and operating expenses for each of the periods presented.
|
June 30, 2023 |
June 30, 2022 |
|||||||
| Revenue | ||||||||
| Commission income | $ | 7,135,008 | 5,905,846 | |||||
| Total revenue | 7,135,008 | 5,905,846 | ||||||
| Operating expenses | ||||||||
| Commission expense | 1,905,600 | 1,448,543 | ||||||
| Salaries and wages | 3,454,794 | 3,269,225 | ||||||
| General and administrative expenses | 3,062,066 | 3,963,964 | ||||||
| Marketing and advertising | 246,432 | 84,686 | ||||||
| Depreciation and amortization | 1,309,227 | 1,263,440 | ||||||
| Total operating expenses | 9,978,119 | 10,029,858 | ||||||
| Loss from operations | (2,843,111 | ) | (4,124,012 | ) | ||||
| Other income (expense) | ||||||||
| Other expense, net | (828,388 | ) | (308,014 | ) | ||||
| Recognition and change in fair value of warrant liabilities | 2,673,723 | 24,479,215 | ||||||
| Total other income (expense) | 1,845,335 | 24,171,201 | ||||||
| Income from continuing operations | $ | (997,776 | ) | 20,047,189 | ||||
| Loss from discontinued operations | (1,846,048 | ) | (211,497 | ) | ||||
| Net (loss) income | (2,843,824 | ) | 19,835,692 | |||||
| 26 |
Revenues
The Company had revenues of approximately $7.1 million for the six months ended June 30, 2023, as compared to approximately $ 5.9 million for the six months ended June 30, 2022. The increase of approximately $1.2 million or 21% is primarily driven by organic growth and the addition of RELI Exchange.
Commission expense
The Company had total commission expense of approximately $1.9 million for the six months ended June 30, 2023, compared to approximately $ 1.4 million for the six months ended June 30, 2022. The increase of approximately $457 thousand or 32% is primarily driven by organic growth and the addition of RELI Exchange.
Salaries and wages
The Company reported approximately $3.5 million of salaries and wages expense for the six months ended June 30, 2023, compared to approximately $ 3.3 million for the six months ended June 30, 2022. The increase of approximately $186 thousand or 6% is a result of the Company’s growth driven by expanded operations.
General and administrative expenses
The Company had total general and administrative expenses of approximately $3.1 million for the six months ended June 30, 2023, as compared to approximately $ 4.0 million for the six months ended June 30, 2022. The decrease in expense of approximately $902 thousand or 23% is a result of the Company’s focus on leaner operations and the implementation of cost-cutting measures.
Marketing and advertising
The Company reported approximately $246 thousand of marketing and advertising expense for the six months ended June 30, 2023, compared to approximately $ 85 thousand for the six months ended June 30, 2022. The increase of approximately $162 thousand or 191% is a result of the Company increasing its branding and outreach efforts to achieve greater industry presence as well as marketing allowances received in 2022 to offset marketing expense but not in 2023.
Depreciation and amortization
The Company reported approximately $ 1.30 million of depreciation and amortization expense for the six months ended June 30, 2023, compared to approximately $ 1.26 million for the six months ended June 30, 2022. The increase of approximately $46 thousand or 4% is primarily a result of our acquired tangible and intangible assets through business combinations.
Other income and expense
The Company reported approximately $1.8 million of other income for the six months ended June 30, 2023, compared to approximately $ 24.2 million of other income for the six months ended June 30, 2022. The decrease of approximately $22.3 million or 92% is attributable primarily to the change in the fair value of warrant liabilities, offset by interest expense.
Liquidity and capital resources
As of June 30, 2023, we had a cash balance of approximately $2.7 million and working capital of approximately $2.3 million, compared with a cash balance of approximately $1.9 million and working capital deficit of approximately $4.6 million at December 31, 2022. The improved working capital is primarily attributable to cash proceeds from the issuance of stock with a private placement, other receivables related to discontinued operations recoveries, and the repayment of liabilities.
Inflation
The Company generally may be impacted by rising costs for certain inflation-sensitive operating expenses such as labor, employee benefits, and facility leases. The Company believes inflation could have a material impact to pricing and operating expenses in future periods due to the state of the economy and current inflation rates.
Off-balance sheet arrangements
We do not have any off-balance sheet arrangements as such term is defined in Regulation S-K.
| 27 |
Cash Flows
|
Six Months Ended June 30, |
||||||||
| 2023 | 2022 | |||||||
| Net cash used in operating activities | $ | (2,007,101 | ) | $ | (1,311,411 | ) | ||
| Net cash provided and used in investing activities | 735,128 | (24,625,929 | ) | |||||
| Net cash provided by financing activities | 2,042,460 | 25,714,021 | ||||||
| Net increase in cash, cash equivalents, and restricted cash | $ | 770,487 | $ | (223,319 | ) | |||
Operating Activities
Net cash used in operating activities for the six months ended June 30, 2023 was approximately $2.0 million, compared to net cash flows used in operating activities of approximately $ 1.3 million for the six months ended June 30, 2022. The cash used includes net loss of approximately $2.8 million, increased by approximate non-cash adjustments of $2.0 million principally related to a loss of recognition and change in fair value of warrant liabilities of $2.7 million, offset by earn-out fair value adjustments and depreciation and amortization of $1.0 million and $1.2 million, respectively, as well as a net decrease in cash due to changes of net working capital items in the amount of $274 thousand and offset by net cash adjustments for discontinued operating activities of $1.0 million.
Investing Activities
During the six months ended June 30, 2023, cash flows provided in investing activities approximated $735 thousand compared to cash flows used in investing activities of approximately $ 24.6 million for the six months ended June 30, 2022. The cash provided is primarily related to the sale of the Company’s shares in NSURE stock. Total proceeds received in 2023 were $900,000.
Financing Activities
During the six months ended June 30, 2023, approximate cash provided by financing activities was $2.0 million as compared to approximately $ 25.7 million for the six months ended June 30, 2022. Net cash provided by financing activities primarily relates to proceeds from private placement offerings of approximately $3.4 million, offset by net debt principal proceeds and repayments of $451 thousand, related party loan repayments of $650 thousand, and earn out payments of $344 thousand.
Significant Accounting Policies and Estimates
We describe our significant accounting policies in Note 2, Summary of Significant Accounting Policies , of the Notes to Consolidated Financial Statements, and our critical accounting estimates in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. There have been no significant changes in our significant accounting policies or critical accounting estimates since the end of fiscal year 2022.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
| 28 |
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to a company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
During fiscal year 2022, the Company determined it had a material weakness in its disclosure controls and procedures relating to earnings per share (“EPS”). During the quarters ended March 31 and June 30, 2023, the Company mitigated the deficiency by consulting with qualified advisors that have in-depth EPS expertise. These advisors assisted the Company in the calculations and disclosures of EPS for the three and six months ended June 30, 2023.
Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2023, and concluded that they were not effective as of June 30, 2023 due to the material weakness discussed above.
Changes in Internal Control over Financial Reporting
During fiscal year 2022, the Company retained subject matter expert advisors to prepare the accounting and disclosures over Earnings per Share. These advisors assisted the Company in the calculations and disclosures of EPS for the three and six months ended June 30, 2023. Aside for the foregoing, there have been no other changes in our internal controls over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter which is the subject of this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
Item 1. Legal Proceedings.
We are subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordingly, no legal contingencies are accrued as of June 30, 2023. Litigation relating to the insurance brokerage industry is not uncommon. As such we, from time to time have been, subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future.
Item 1A. Risk Factors.
Investing in our common stock involves a high degree of risk. You should consider carefully the information disclosed in Part I, Item 1A, “Risk Factors,” contained in our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None that have not been previously disclosed in our filings with the SEC.
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Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits
The following exhibits are filed with this Form 10-K.
*Filed herewith
**Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Reliance Global Group, Inc. | |||
| Date: | August 10, 2023 | By: | /s/ Ezra Beyman |
| Ezra Beyman | |||
| Chief Executive Officer | |||
| (principal executive officer) | |||
| Date: | August 10, 2023 | By: | /s/ Joel Markovits |
| Joel Markovits | |||
| Chief Financial Officer | |||
| (principal financial officer and principal accounting officer) | |||
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