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Reliance Global Group, Inc. - Quarter Report: 2023 June (Form 10-Q)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2023

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to _____

 

Commission File Number: 001-40020

 

RELIANCE GLOBAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Florida   46-3390293

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

300 Blvd. of the Americas, Suite 105 Lakewood, NJ 08701

(Address of principal executive offices) (Zip Code)

 

732-380-4600

(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
Common Stock   RELI   The Nasdaq Capital Market
Series A Warrants   RELIW   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically 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).

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company, in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer Smaller reporting company
Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 

Yes ☐ No

 

At August 10, 2023, the registrant had 2,126,348 shares of common stock, par value $0.086 per share, outstanding.

 

 

 

 

 

 

TABLE OF CONTENTS

 

PART I  
Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 22
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 28
Item 4. Controls and Procedures. 29
PART II  
Item 1. Legal Proceedings. 29
Item 1A. Risk Factors. 29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 29
Item 3. Defaults Upon Senior Securities. 30
Item 4. Mine Safety Disclosures. 30
Item 5. Other Information. 30
Item 6. Exhibits 30

 

2
 

 

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

 

   June 30 2023   December 31, 2022 
   June 30, 2023   December 31, 2022 
Assets          
Current assets:          
Cash  $1,274,743   $505,410 
Restricted cash   1,405,513    1,404,359 
Accounts receivable   978,877    994,321 
Accounts receivable, related parties   19,364    18,292 
Other receivables   2,900,648    11,464 
Prepaid expense and other current assets   553,122    245,535 
Current Assets - Discontinued Operations   -    85,998 
Total current assets   7,132,267    3,265,379 
Property and equipment, net   149,084    162,767 
Right-of-use assets   976,020    1,018,952 
Investment in NSURE, Inc.   -    900,000 
Intangibles, net   12,308,697    13,439,369 
Goodwill   14,287,099    14,287,099 
Other non-current assets   23,284    23,284 
Other Assets - Discontinued Operations   -    5,330,879 
Total assets  $34,876,451   $38,427,729 
           
Current liabilities:          
Accounts payable and other accrued liabilities  $911,247   $951,382 
Short term financing agreements   195,024    154,017 
Current portion of loans payables, related parties   872,249    1,422,249 
Other payables   217,101    101,113 
Current portion of long-term debt   1,329,121    1,118,721 
Current portion of leases payable   370,855    339,937 
Earn-out liability, current portion   969,000    2,153,478 
Current Liabilities - Discontinued Operations   -    1,600,636 
Total current liabilities   4,864,597    7,841,533 
           
Loans payable, related parties, less current portion   307,394    122,266 
Convertible debt, related parties, less current portion   570,000    1,500,000 
Long term debt, less current portion   11,711,780    12,349,673 
Leases payable, less current portion   635,863    714,068 
Earn-out liability, less current portion   -    556,000 
Warrant liabilities   3,759,428    6,433,150 
Noncurrent Liabilities - Discontinued Operations   -    - 
Total liabilities   21,849,062    29,516,690 
Stockholders’ equity:          
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 0 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively   -    - 
Common stock, $0.086 par value; 133,333,333 shares authorized and 2,053,084 and 1,219,573 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively   176,546    104,883 
Additional paid-in capital   42,686,651    35,798,139 
Accumulated deficit   (29,835,808)   (26,991,983)
Total stockholders’ equity   13,027,389    8,911,039 
Total liabilities and stockholders’ equity  $34,876,451   $38,427,729 

 

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  $3,195,905    2,847,149   $7,135,008    5,905,846 
Total revenue   3,195,905    2,847,149    7,135,008    5,905,846 
                     
Operating expenses                    
Commission expense   822,274    662,932    1,905,600    1,448,543 
Salaries and wages   1,742,697    1,637,412    3,454,794    3,269,225 
General and administrative expenses   1,703,811    1,630,169    3,062,066    3,963,964 
Marketing and advertising   109,860    (4,844)   246,432    84,686 
Depreciation and amortization   655,449    694,440    1,309,227    1,263,440 
Total operating expenses   5,034,091    4,620,109    9,978,119    10,029,858 
                     
Loss from operations   (1,838,186)   (1,772,960)   (2,843,111)   (4,124,012)
                     
Other (expense) income                    
Interest expense   (370,905)   (194,929)   (722,462)   (305,095)
Interest expense, related parties   (51,153)   (1,729)   (92,629)   (3,460)
Other expense, net   (16,979)   (3,605)   (13,297)   541 
recognition and change in fair value of warrant liabilities   (1,592,509)   12,633,251    2,673,723    24,479,215 
Total other (expense) income   (2,031,546)   12,432,988    1,845,335    24,171,201 
                     
(Loss) income from continuing operations before tax  $(3,869,732)   10,660,028   $(997,776)   20,047,189 
Income (loss) from discontinued operations before tax   2,814,445    (164,337)   (1,846,048)   (211,497)
Net (loss) income   (1,055,287)   10,495,691    (2,843,824)   19,835,692 
                     
Basic (loss) earnings per share                    
Continuing operations  $(1.42)  $9.97   $(0.47)  $12.80 
Discontinued operations  $1.03   $(0.15)  $(0.86)  $(0.21)
Basic (loss) earnings per share  $(0.39)  $9.82   $(1.33)  $12.59 
                     
Diluted (loss) earnings per share                    
Continuing operations  $(1.42)  $8.74   $(0.47)  $(12.65)
Discontinued operations  $1.03   $(0.13)  $(0.86)  $(0.19)
Diluted (loss) earnings per share  $(0.39)  $8.61   $(1.33)  $(12.84)
                     
Weighted average number of shares outstanding - Basic   2,716,512    1,069,157    2,138,444    1,025,108 
Weighted average number of shares outstanding - Diluted   2,716,512    1,219,224    2,138,444    1,068,236 

 

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   -   $-    1,219,573   $104,883    -   $-   $35,798,139   $-   $(26,991,983)   8,911,039 
                                                   
Common shares issued for earnout liabilities   -    -    109,358    9,404    -    -    973,074    -    -    982,478 
                                                   
Conversion of convertible debt, related parties   -    -    66,743    5,740    -    -    639,260    -    -    645,000 
                                                   
Round up of shares due to reverse split   -    -    15,336    1,300    -    -    (5,946)   -    -    (4,646)
                                                   
Shares issued in 2023 private placement   -    -    155,038    13,333    -    -    3,433,151    -    -    3,446,484 
                                                   
Share based compensation   -    -    -    -    -    -    43,797    -    -    43,797 
                                                   
Net loss   -    -    -    -    -    -    -    -    (1,788,538)   (1,788,538)
                                                   
Balance, March 31, 2023   -    -    1,566,048    134,660    -    -    40,881,475    -    (28,780,521)   12,235,614 
                                                   
Common shares issued for services   -    -    112,557    9,681    -    -    368,314    -    -    377,995 
                                                   
Common shares issued for earnout liabilities   -    -    352,260    30,294    -    -    1,403,406    -    -    1,433,700 
                                                   
Shares issued for vested stock awards   -    -    22,219    1,911    -    -    (1,911)   -    -    - 
                                                   
Share based compensation   -    -    -    -    -    -    35,367    -    -    35,367 
                                                   
Net loss   -    -    -    -    -    -    -    -    (1,055,287)   (1,055,287)
                                                   
Balance, June 30, 2023   -    -    2,053,084    176,546    -    -    42,686,651    -    (29,835,808)   13,027,389 

 

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   -   $-    730,407   $62,815    -   $-   $27,329,201   $(20,000,000)  $(33,458,145)  $(26,066,129)
                                                   
Share based compensation   -    -    -    -    -    -    739,960    -    -    739,960 
                                                   
Shares issued due to private placement   9,076    781    178,059    15,313    -    -    (16,043)   20,000,000    -    20,000,051 
                                                   
Shares issued pursuant to acquisition of Medigap   -    -    40,402    3,475    -    -    4,759,976    -    -    4,763,451 
                                                   
Exercise of Series A warrants   -    -    25,000    2,150    -    -    2,472,850    -    -    2,475,000 
                                                   
Issuance of prefunded Series C Warrants in exchange for common shares   -    -    (218,462)   (18,788)   -    -    18,788    -    -    - 
                                                   
Shares issued for vested stock awards   -    -    400    34    -    -    (34)   -    -    - 
                                                   
Net income   -    -    -    -    -    -    -    -    9,340,000    9,340,000 
                                                   
Balance, March 31, 2022   9,076   $781    755,807   $64,999    0   $-   $35,304,698   $-   $(24,118,145)  $11,252,333 
                                                   
Share based compensation   -    -    -    -    -    -    179,083    -    -    179,083 
                                                   
Exercise of Series C warrants into common shares   -    -    218,462    18,788    -    -    (17,452)   -    -    1,336 
                                                   
Net Income   -    -              -    -         -    10,495,691    10,495,691 
                                                   
Balance, June 30, 2022   9,076    781    974,269    83,787    -    -    35,466,329    -    (13,622,454)   21,928,443 

 

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)

 

   2023   2022 
   Six months ended June 30, 
   2023   2022 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net (loss) income  $(2,843,824)  $19,835,692 
Adjustment to reconcile net (loss) income to net cash used in operating activities:          
Depreciation and amortization   1,309,227    1,263,440 
Amortization of debt issuance costs and accretion of debt discount   23,442    18,291 
Non-cash lease expense   (4,355)   17,637 
Stock compensation expense   79,164    919,043 
Common stock issued in lieu of services performed   377,995    - 
Earn-out fair value and write-off adjustments   1,019,925    354,963 
Change in fair value of warrant liability   (2,673,723)   (24,479,215)
Change in operating assets and liabilities:          
Accounts payables and other accrued liabilities   (40,135)   (1,853,366)
Accounts receivable   15,444    142,825 
Accounts receivable, related parties   (1,072)   (47,283)
Other receivables   10,816    7,030 
Other payables   115,988    126,984 
Other non-current assets   -    (6,493)
Prepaid expense and other current assets   (303,322)   2,173,810 
Net cash used in operating activities   (2,914,430)   (1,526,642)
           
Net cash adjustments for discontinued operating activities   907,329    215,231 
           
Net cash used in discontinued and continuing operating activities   (2,007,101)   (1,311,411)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Proceeds from sale of investment in NSURE   900,000      
Purchase of property and equipment   (13,010)   (11,959)
Business acquisitions, net of cash acquired   -    (6,000,000)
Purchase of intangibles   (151,862)   (5,096,885)
Net cash provided by (used in) investing activities   735,128    (11,108,844)
           
Net cash adjustments for discontinued investing activities   -   (13,517,085)
           
Net cash provided by (used in) discontinued and continuing investing activities   735,128    (24,625,929)
CASH FLOWS FROM FINANCING ACTIVITIES:          
Principal repayments of debt   (450,935)   (447,908)
Debt issuance costs   -    (214,257)
Proceeds from loan for business acquisition   -    6,520,000 
Issuance of common shares in exchange for Series C warrants   -    1,336 
Payments of loans payable, related parties   (649,870)   (21,541)
Earn-out liability   (344,225)   (411,408)
Exercise of warrants into common stock   -    2,475,000 
Principal repayments on short term financing   58,707    (40,552)
Private placement of shares and warrants   3,446,484    17,853,351 
Net cash provided by continuing financing activities   2,060,161    25,714,021 
           
Net cash used in discontinued financing activities   (17,701)   -  
Total net cash provided by continuing and discontinued financing activities   2,042,460    25,714,021  
           
Net increase (decrease) in cash and restricted cash   770,487    (223,319)
Cash and restricted cash at beginning of year   1,909,769    4,620,722 
Cash and restricted cash at end of year  $2,680,256   $4,397,403 
SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH TRANSACTIONS:          
Common stock issuance to settle earn-out liabilities  $2,416,178    - 

 

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 $2,680,000, current assets were approximately $7,132,000, while current liabilities were approximately $4,865,000. As of June 30, 2023, the Company had positive working capital of approximately $2,268,000 and stockholders’ equity of approximately $13,027,000. For the six months ended June 30, 2023, the Company reported loss from operations of approximately $2,843,000, a non-cash, non-operating gain on the recognition and change in fair value of warrant liabilities of approximately $2,674,000, resulting in net loss from continuing operations of approximately $998,000, a net loss from discontinued operations of approximately $1,846,000, resulting in an overall net loss of approximately $2,844,000. The Company completed a capital offering in March 2023, raising net proceeds of approximately $3,446,000.

 

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  $1,274,743   $2,979,769 
Restricted cash   1,405,513    1,417,634 
Total cash and restricted cash  $2,680,256   $4,397,403 

 

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  $4.71   $8.55 
Volatility   105.0%   105.0%
Time to expiry   3.51    4.01 
Dividend yield   0%   0%
Risk free rate   4.4%   4.1%

 

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  $        -   $6,384,250   $48,900   $6,433,150 
Unrealized (gain) loss   -    (4,226,950)   (39,281)   (4,266,231)
Ending balance, March 31, 2023   -    2,157,300    9,619    2,166,919 
Unrealized (gain) loss   -    1,584,684    7,825    1,592,509 
Ending balance, June 30, 2023  $-   $3,741,984   $17,444   $3,759,428 

 

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   Discounted cash flow   Discounted cash flow
Significant unobservable input   Projected revenue and probability of achievement   Projected revenue and probability of achievement

 

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:   14.0%
Volatility   50.0%
Credit Spread:   9.6%
Payment Delay (days)   90 
Risk free rate   USD Yield Curve 
Discounting Convention:   Mid-period 
Number of Iterations   100,000 

 

9
 

 

Undiscounted remaining earn out payments were approximately $1,147,000 as of June 30, 2023. The following table reconciles fair value of earn-out liabilities for the periods ended June 30, 2023, and December 31, 2022:

 

   June 30, 2023   December 31, 2022 
Beginning balance – January 1  $2,709,478   $3,813,878 
           
Acquisitions and settlements   (2,760,403)   (1,104,925)
           
Period adjustments:          
Fair value changes included in earnings*   1,019,925    525 
           
Ending balance   969,000    2,709,478 
Less: Current portion   (969,000)   (2,153,478)
Ending balance, less current portion  $-   $556,000 

 

* Recorded as a reduction to general and administrative expenses

 

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  $206,668   $4,471   $-   $211,139 
USBA   11,426    658    -    12,084 
CCS/UIS   -    -    73,402    73,402 
Montana   444,783    3,350    -    448,133 
Fortman   288,902    1,680    227,176    517,758 
Altruis   1,200,537    -    -    1,200,537 
Kush   322,188    -    -    322,188 
Barra   52,209    61,821    296,634    410,664 
Total  $2,526,713   $71,980   $597,212   $3,195,905 

 

Six Months ended June 30, 2023  Medical   Life   Property and Casualty   Total 
Regular                    
EBS  $439,949   $8,571   $-   $448,520 
USBA   22,689    1,423    -    24,112 
CCS/UIS   -    -    120,172    120,172 
Montana   930,792    8,335    -    939,127 
Fortman   596,557    2,073    433,544    1,032,174 
Altruis   3,068,673    -    -    3,068,673 
Kush   642,479    -    -    642,479 
Barra   121,319    85,202    653,230    859,751 
Total  $5,822,458   $105,604   $1,206,946   $7,135,008 

 

10
 

 

Three Months ended June 30, 2022  Medical   Life   Property and Casualty   Total 
Regular                    
EBS  $178,936   $5,915   $-   $184,851 
USBA   12,319    -    -    12,319 
CCS/UIS   -    -    57,195    57,195 
Montana   450,742    963    -    451,705 
Fortman   357,334    -    205,804    563,138 
Altruis   881,337    834    -    882,171 
Kush   425,449    -    -    425,449 
Reli Exchange   47,661    22,263    200,397    270,321 
Total  $2,353,778   $29,975   $463,396   $2,847,149 

 

Six Months ended June 30, 2022  Medical   Life   Property and Casualty   Total 
Regular                    
EBS  $399,547   $6,488   $-   $406,035 
USBA   25,906    -    -    25,906 
CCS/UIS   -    -    101,077    101,077 
Montana   956,329    2,097    -    958,426 
Fortman   687,060    2,873    403,064    1,092,997 
Altruis   2,184,367    2,676    -    2,187,043 
Kush   864,040    -    -    864,040 
Reli Exchange   47,662    22,263    200,397    270,322 
Total  $5,164,911   $36,397   $704,538   $5,905,846 

 

The following are customers representing 10% or more of total revenue:

 

         
  

For the three months ended

June 30,

 
Insurance Carrier  2023   2022 
Priority Health   28%   30%
BlueCross BlueShield   12%   13%

 

         
  

For the six months ended

June 30,

 
Insurance Carrier  2023   2022 
Priority Health   37%   36%
BlueCross BlueShield   13%   14%

 

No other single customer accounted for more than 10% of the Company’s commission revenues during the three and six months ended June 30, 2023 and 2022. The loss of any significant customer could have a material adverse effect on the Company. Customers from 2022 were adjusted to reflect percentages of revenue from continued operations.

 

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 $4,300,000, as well as, its short-term financing arrangement of $29,500, and each are respectively classified in the intangible assets and short term financing agreements accounts in the condensed consolidated balance sheets for the periods ended June 30, 2023 and December 31, 2022. These assets have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. Medigap’s remaining assets were considered to have no remaining asset value and were fully impaired. Certain liabilities and estimated liabilities as outlined in the tables herein, were discharged and/or written-off in conjunction with the Settlement Agreement (as defined below) because of them having a net zero dollar estimated liability value. Accordingly, the Company recognized a net of estimated liability adjustments gain of approximately $10,000, and loss of approximately $4,400,000, presented in income (loss) from discontinued operations in the consolidated statements of operations for the three and six months ended June 30, 2023 respectively. As part of the abandonment, the Company cancelled third party contracts, settled outstanding vendor and other third-party obligations, ceased to enter into new customer contracts via Medigap, and no further customer performance obligations existed. The Company does not expect further continuing involvement with Medigap, and in accordance with ASC 205-20-45-9, no corporate overhead has been allocated to discontinued operations.

 

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 $2,900,000 and was released from all past and future Medigap obligations and liabilities. The settlement payment was received in full by the Company in July 2023 and is recorded as income from discontinued operations in the condensed consolidated statements of operations for the three and six months ended June 30, 2023.

 

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   -   $73,223
Accounts receivable, related parties   -    3,595
Other receivables   -    5,388
Prepaid expense and other current assets   -    3,792
Current Assets - Discontinued Operations                    $85,998 
           
Condensed consolidated balance sheets - Current Assets - Discontinued Operations       $85,998 
           
Property and equipment, net   -   $24,116
Right-of-use assets   -    163,129
Intangibles, net   -    318,000
Goodwill   -    4,825,634
Other Assets - Discontinued Operations   -   $5,330,879 
           
Condensed consolidated balance sheets - Other Assets - Discontinued Operations   -   $5,330,877 
           
Accounts payable and other accrued liabilities   -   $506,585
Chargeback reserve   -    915,934
Current portion of leases payable   -    178,117
Current Liabilities - Discontinued Operations   -   $1,600,636 
           
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations   -   $1,600,636 

 

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  $56,398   $-   $(56,398)  $             - 
Accounts receivable, related party   3,595    -    (3,595)   - 
Other receivables   5,388    -    (5,388)   - 
Current assets – Medigap  $65,381   $-   $(65,381)  $- 
                     
Property and equipment, net  $22,378   $-   $(22,378)  $- 
Right-of-use assets   119,594    -    (119,594)   - 
Intangibles, net   4,570,536    (4,258,214)1   (312,322)   - 
Goodwill   4,825,634    -    (4,825,634)   - 
Other assets - Medigap  $9,538,142   $(4,258,214)  $(5,279,928)  $- 
                     
Total assets - Medigap  $9,603,523   $(4,258,214)  $(5,345,309)  $- 
                     
Accounts payable and other accrued liabilities  $4,157   $-   $(4,157)  $- 
Short term financing agreements   29,500    (29,500)   -    - 
Chargeback Reserve   831,725    -    (831,725)2   - 
Current portion of leases payable   134,517    -    (134,517)3   - 
Other liabilities   9,842    -    (9,842)3   - 
Current Liabilities - Medigap  $1,009,741   $(29,500)  $(980,241)  $- 
                     
Total Liabilities - Medigap  $1,009,741   $(29,500)  $(980,241)  $- 
                     
Net assets and liabilities - Medigap  $8,593,782   $(4,228,714)  $(4,365,068)  $- 

 

1Includes customer relationships and internally developed and purchased software intangible assets that have continued value to the Company and have not been impaired as the fair value exceeds carrying cost.
2Estimated liability write-off per net zero dollar estimated liability value.
3Liability discharge pursuant to the Settlement Agreement.

 

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  $11,025  

$

1,359,976  

$

744,030   $2,537,061         
                            
Expenses                            
Commission expense   5,491    187,196    110,639    305,740         
Salaries and wages   53,508    539,380    454,823    989,743         
General and administrative expenses   10,612    129,048    129,348    248,323         
Marketing and advertising   36,544    614,226    426,819    1,111,719         
Depreciation and amortization   -    61,964    7,283    100,488         
Other expenses (income)   267    (7,500)   (3,902)   (7,456)        
Total discontinued operations expenses before impairments and write-offs
   106,422    1,524,314    1,125,010    2,748,557         
Total discontinued operations income / (loss) before impairments and write-offs
  $(95,397)  $(164,338)  $(380,980)  $(211,496)        
Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities                            
                             
Settlement Recovery  $2,900,000   -   $2,900,000             
                             
Asset impairment losses                            
Accounts receivable   -    -    (56,398)   -         
Accounts receivable, related parties   -    -    (3,595)   -         
Other receivables   -    -    (5,388)   -         
Property and equipment, net   -    -    (22,378)   -         
Right-of-use assets   -    -    (119,594)   -         
Intangibles, net   -    -    (312,322)   -         
Goodwill   -    -    (4,825,634)   -         
Total Asset Impairments   -    -    (5,345,309)   -         
                             
Liability write-off gains                            
Accounts payable and other accrued liabilities   -    -    4,157    -         
Other payables   9,842    -    9,842    -         
Chargeback reserve   -    -    831,725    -         
Current portion of leases payable   -    -    134,517    -         
Total liability write-off gains   9,842    -    980,241    -         
                             
Discontinued operations net asset and liability impairments / write-offs gains and (losses)   9,842   -    (4,365,068)   -         
                             
Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities   2,909,842    -    (1,465,068)   -         
                             
Gain (loss) from discontinued operations before tax   2,814,445    (164,338)   (1,846,048)   (211,496)        
                             

Consolidated statement of operations - Income (loss) from discontinued operations before tax

  $2,814,445   $(164,338)  $(1,846,048)  $(211,496)        

 

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  $10,050,277 
Goodwill recognized in connection with Barra acquisition on April 26, 2022   4,236,822 
December 31, 2022   14,287,099 
June 30, 2023  $14,287,099 

 

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 $19,100,000 versus our goodwill balance prior to write-down of $33,400,000. Thus, the Company recognized a goodwill impairment loss of $14,373,374. As of June 30, 2023, the Company recognized an additional goodwill impairment of $4,825,634 upon the abandonment of Medigap.

 

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  $10,050,277 
Goodwill recognized in connection with Medigap acquisition   19,199,008 
Goodwill recognized in connection with Barra acquisition   4,236,822 
Goodwill impairment (Medigap) during the year-ended December 31, 2022   (14,373,374)
December 31, 2022   

19,112,733

 
Goodwill impairment (Medigap) during the six months ended June 30, 2023   (4,825,634)
June 30, 2023  $14,287,099 

 

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   2.0   $1,807,187   $(1,144,749)  $662,438 
Internally developed software   3.7    1,783,837    (464,372)   1,319,465 
Customer relationships   8.5    11,922,290    (2,635,325)   9,286,965 
Purchased software   0.3    667,206    (600,937)   66,269 
Video production assets   -    50,000    (50,000)   - 
Non-competition agreements   1.4    3,504,810    (2,531,250)   973,560 
        $19,735,330   $(7,426,633)  $12,308,697 

 

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   4.4   $1,806,188   $(969,241)  $836,947 
Internally developed software   4.1    1,635,178    (287,990)   1,347,188 
Customer relationships   9.0    11,922,290    (2,076,086)   9,846,204 
Purchased software   0.4    665,137    (581,497)   83,640 
Video production assets   -    50,000    (50,000)   - 
Non-competition agreements   1.9    3,504,810    (2,179,420)   1,325,390 
Total       $19,583,603   $(6,144,234)  $13,439,369 

 

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)  $1,279,911 
2024   2,190,466 
2025   1,796,510 
2026   1,527,816 
2027   1,194,592 
Thereafter   4,319,402 
Total  $12,308,697 

 

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 2.5%, maturing August 2028, net of deferred financing costs of $11,279 and $12,388 as of June 30, 2023 and December 31, 2022, respectively  $398,734   $426,883 
Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus 2.5%, maturing August 2028, net of deferred financing costs of $11,279 and $12,388 as of June 30, 2023 and December 31, 2022, respectively  $398,734   $426,883 
Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of Prime Rate plus 1.5%, maturing December 2028, net of deferred financing costs of $13,800 and $15,076 as of June 30, 2023 and December 31, 2022, respectively   649,875    693,682 
Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of Prime Rate plus 2.0%, maturing April 2029, net of deferred financing costs of $8,469 and $9,206 as of June 30, 2023 and December 31, 2022, respectively   742,833    788,596 
Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of Prime Rate plus 2.0%, maturing May 2029, net of deferred financing costs of $33,935 and $36,843 as of June 30, 2023 and December 31, 2022, respectively   1,874,813    1,987,846 
Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of Prime Rate plus 2.0%, maturing September 2029, net of deferred financing costs of $38,889 and $42,129 as of June 30, 2023 and December 31, 2022, respectively   3,076,800    3,249,575 
Oak Street Funding LLC Term Loan for the acquisition of Barra, variable interest of Prime Rate plus 2.5%, maturing May 2032, net of deferred financing costs of $187,475 and $198,188 as of June 30, 2023 and December 31, 2022, respectively   6,297,846    6,321,812 
    13,040,901    13,468,394 
Less: current portion   (1,329,121)   (1,118,721)
Long-term debt  $11,711,780   $12,349,673 

 

Oak Street Funding LLC – Term Loans and Credit Facilities

 

Fiscal year ending December 31, 

Maturities of

Long-Term Debt

 
2023 (remainder of year)  $647,062 
2024   1,401,013 
2025   1,560,173 
2026   1,733,052 
2027   1,925,105 
Thereafter   6,068,494 
Total   13,334,899 
Less: debt issuance costs   (293,998)
Total  $13,040,901 

 

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 0% and 8% per annum. As of June 30, 2023 and 2022, respectively, approximately $195,000 and $377,000 remained outstanding on short-term financings.

 

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 $2.63. As of June 30, 2023, there remain 1,331,667 Series B Warrants outstanding.

 

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 $1,584,684 and a gain of $2,642,267, respectively. For the three and six months ended June 30, 2022, net fair value gains and losses recognized for the Series B Warrants were gains of $12,322,737 and $24,748,163, respectively, presented in the recognition and change in fair value of warrant liabilities account in the consolidated statements of operations. The Series B Warrant liability outstanding as of June 30, 2023 and December 31, 2022 was $3,741,984 and $6,384,250 respectively, presented in the warrant liability account on the consolidated balance sheets.

 

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 $7,825 and a gain of $31,456, respectively. For the three and six months ended June 30, 2022, net fair value gains recognized for the PAW were $310,514 and losses of $268,948, respectively, presented in the recognition and change in fair value of warrant liabilities account in the consolidated statements of operations. The PAW liability outstanding as of June 30, 2023 and December 31, 2022 was $17,444 and $48,900, respectively, presented in the warrant liability account on the consolidated balance sheets.

 

NOTE 5. EQUITY

 

Common Stock

 

The Company is authorized to issue 133,333,333 shares of common stock, $0.086 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 109,358 shares of the Company’s common stock to settle two earn-out liabilities.

 

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.

 

In March 2023, Yes Americana, a related party, converted $645,000 of outstanding debt into 66,743 shares of the Company’s common stock. The conversion considered the fair market value of the stock on the day of conversion of $9.67 for the total of 66,743 shares.

 

In March 2023, the Company issued 155,038 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 112,557 shares of the Company’s common stock in lieu of services provided.

 

In May 2023, the Company issued 352,260 shares of the Company’s common stock to settle an earn-out liability.

 

In May 2023, the Company issued 22,219 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 2,053,084 and 1,219,573 shares of Common Stock outstanding, respectively.

 

17
 

 

Warrants

 

Series A Warrants

 

In conjunction with the Company’s initial public offering, the Company issued 138,000 Series A Warrants which were classified as equity warrants because of provisions, pursuant to the warrant agreement, that permit the holder obtain a fixed number of shares for a fixed monetary amount. The warrants are standalone equity securities that are transferable without the Company’s consent or knowledge. The warrants were recorded at a value per the offering of $0.15. The warrants may be exercised at any point from the effective date until the 5-year anniversary of issuance and are not subject to standard antidilution provisions. After taking into account warrant exercises, there were 113,000 Series A warrants outstanding as of June 30, 2023 and December 31, 2022.

 

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 155,038 shares (the “Common Shares”) of the Company’s common stock, par value $0.086 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 897,594 shares of Common Stock (the “Prefunded Warrant Shares”) along with accompanying common warrants (the “Pre-Funded Units”), and (iii) common warrants (the “Common Warrants” or “Series F Warrants”) to initially acquire up to 2,105,264 shares of Common Stock (the “Common Warrant Shares”) (representing 200% of the Common Shares and Prefunded Warrant Shares) in a private placement offering (the “Private Placement-2023”). Additionally, the Company agreed to issue a warrant to the Placement Agent (defined below), to initially acquire 52,632 shares of common stock (the “PA Warrant”) and entered into a registration rights agreement with the buyer to register for resale the common shares underlying the Series E and F Warrants.

 

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) $3.80 for each Common Unit purchased by such Buyer, or (ii) $3.799 for each Prefunded Unit purchased by the Buyer, which Prefunded Warrants are exercisable into Prefunded Warrant Shares at the initial Exercise Price (as defined in the Prefunded Warrant) of $0.001 per Prefunded Warrant Share in accordance with the Prefunded Warrant.

 

The Common Warrant (Series F) has an exercise price of $3.55 per share, subject to adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of the Private Placement-2023. The Common Warrant will be exercisable six months following the date of issuance and will expire five and a half years from the date of issuance.

 

The PA Warrant has an exercise price of $3.91 per share, subject to adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of the SPA-2023. The PA Warrant will be exercisable six months following the date of issuance and will expire five years from the date of issuance.

 

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 8% of gross proceeds cash fee and the reimbursement of certain Placement Agent fees and customary expenses.

 

Gross and net proceeds to the Company from the Private Placement-2023 were approximately $4 million and $3.4 million respectively, to be utilized primarily for general working capital and administrative purposes. Direct financing fees approximated $553,000.

 

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 $0 in additional paid-in capital in the Company’s condensed consolidated statements of stockholders’ equity (deficit).

 

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 2,667 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 $5,601, and $11,443, 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 $35,367 and $79,163, respectively.

 

NOTE 6. EARNINGS (LOSS) PER SHARE

 

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.

 

The following calculates basic and diluted EPS:

 

   Three Months   Three Months 
   Ended   Ended 
   June 30, 2023   June 30, 2022 
(Loss) income from continuing operations, numerator, basic and diluted computation  $(3,869,732)  $10,660,028 
           
Weighted average common shares, basic   2,716,512    1,069,157 
Effect of series B warrants   -    - 
Effect of stock awards   -    2,128 
Effect of preferred stock   -    147,939 
Weighted average common shares, dilutive   2,716,512    1,219,224 
(Loss) earnings per common share – basic  $(1.42)  $9.97 
(Loss) earnings per common share – diluted  $(1.42)   8.74 

 

19
 

 

   Six Months   Six Months 
   Ended   Ended 
   June 30, 2023   June 30, 2022 
(Loss) income from continuing operations  $ (997,776)  $20,047,189 
Deemed dividend   -    (6,930,335)
Net income continuing operations, numerator, basic computation   (997,776)   13,116,854 
Recognition and change in fair value of warrant liabilities   -    (26,625,915)
Net loss continuing operations, numerator, diluted computation  $(997,776)  $(13,509,061)
           
Weighted average common shares, basic   2,138,444    1,025,108 
Effect of series B warrants   -    43,128 
Weighted average common shares, dilutive   2,138,444    1,068,236 
Loss per common share – basic   (0.47)   12.80 
Loss per common share – diluted  $(0.47)  $(12.65)

 

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.

 

Additionally, the following are considered anti-dilutive securities excluded from weighted-average shares used to calculate diluted net loss per common share:

 

   June 30, 2023   June 30, 2022 
   For the Three Months Ended 
   June 30, 2023   June 30, 2022 
Shares subject to outstanding common stock options   10,928    10,928 
Shares subject to outstanding Series A warrants   113,000    113,000 
Shares subject to outstanding Series F warrants   2,105,264    - 
Shares subject to placement agent warrants   52,632    - 
Shares subject to unvested stock awards   3,471    - 
Shares subject to conversion of Series B preferred stock   -    - 
Shares subject to warrant liability   -    668,299 

 

   June 30, 2023   June 30, 2022 
   For the Six Months Ended 
   June 30, 2023   June 30, 2022 
Shares subject to outstanding common stock options   10,928    10,928 
Shares subject to outstanding Series A warrants   113,000    113,000 
Shares subject to outstanding Series F warrants   2,105,264    - 
Shares subject to placement agent warrants   52,632    - 
Shares subject to unvested stock awards   3,471    4,621 
Shares subject to conversion of Series B preferred stock   -    147,939 
Shares subject to warrant liability   -    - 

 

NOTE 7. LEASES

 

Operating lease expense for the three months ended June 30, 2023 and 2022 was $123,326 and $111,900, respectively. Operating lease expense for the six months ended June 30, 2023 and 2022 was $239,296 and $219,223 respectively. As of June 30, 2023, the weighted average remaining lease term and weighted average discount rate for the operating leases were 3.89 years and 6.20% respectively.

 

Future minimum lease payment under these operating leases consisted of the following:

 

Period ending June 30, 2023 

Operating Lease

Obligations

 
2023  $216,833 
2024   357,688 
2025   166,384 
2026   113,738 
2027   117,150 
Thereafter   151,052 
Total undiscounted operating lease payments   1,122,845 
Less: Imputed interest   116,127 
Present value of operating lease liabilities  $1,006,718 

 

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  $667,000   $500,000   $834,943   $147,535   $560,000   $2,709,478 
Changes due to business combinations   -    -    -    -    -    - 
Changes due to payments  $(1,433,700)  $(250,000)  $(929,168)  $(147,535)   -    (2,760,403)
Changes due to fair value adjustments   766,700    150,000    94,225    -    9,000    1,019,925 
Ending balance June 30, 2023  $-   $400,000   $-   $-   $569,000   $969,000 

 

   Fortman   Montana   Altruis   Kush   Barra   Total 
Ending balance December 31, 2021  $515,308   $615,969   $992,868   $1,689,733   $-   $3,813,878 
Beginning balance   $515,308   $615,969   $992,868   $1,689,733   $-   $3,813,878 
Changes due to business combinations   -    -    -    -    600,000    600,000 
Changes due to payments   (34,430)   (326,935)   (84,473)   (1,259,087)   -    (1,704,925)
Changes due to fair value adjustments   186,122    210,966    (73,452)   (283,111)   (40,000)   525 
Ending balance December 31, 2022  $667,000   $500,000   $834,943   $147,535   $560,000   $2,709,478 
Ending balance  $667,000   $500,000   $834,943   $147,535   $560,000   $2,709,478 

 

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 $1,500,000 (the “Note”), accruing monthly interest of 5% per annum beginning nine months after Note issuance. On February 7, 2023 , the Company and Americana entered into an amendment to the Note pursuant to which (i) the principal amount of the Note was increased to $1,845,000, (ii) the maturity date of the Note was amended to January 15, 2026, (iii) the interest rate under the Note shall not increase after the maturity date, and (iv) the Note can be converted at any time, at the option of Americana, into shares of the Company’s common stock, par value $0.086 per share at an agreed upon conversion price.

 

On February 13, 2023, Americana effectuated a conversion of $645,000 of the Note into 66,743 shares of the Company’s common stock, $0.086 par value per share, in accordance with the terms of the Amendment. In addition, during the month of March 2023 the Company repaid to Americana $400,000. During the months of April and June of 2023 the company repaid to Americana an additional $230,000. As of June 30, 2023 and December 31, 2022 respectively, the balance owed to Americana was $570,000 and $1,500,000, reclassified and recorded in the convertible debt, related parties, less current portion account in the condensed consolidated balance sheets.

 

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 $25,479 and $100,724 as of June 30, 2023 and December 31, 2022, respectively.

 

The Company incurred a payable of $200,000 to an employee for a software purchased in July of 2019. The payable was issued with a $27,673 discount, utilizing a 7.5% discount rate. There are monthly payment terms of $4,167 through June 2024, the date of final settlement. The balance is carried at present value on the condensed consolidated balance sheets. The Company classifies amounts planned to be settled within twelve months from the balance sheet date to current liabilities. Accordingly, the Company presents current balances of $47,249 in the current portion of loans payables, related parties account in the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022. Non-current amounts are classified to the loans payable, related parties, less current portion account in the condensed consolidated balance sheets and amounted to $0 and $21,541 as of June 30, 2023, and December 31, 2022, respectively. Amortization expense to bring the payable to present value for the three and six months ended June 30, 2023 respectively, was $1,730 and $3,459, and is classified to the interest expense, related parties account in the condensed consolidated statements of operations.

 

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 $1,375,000 by January 31, 2023, and all amounts unpaid thereafter will accrue interest at a rate of 1.5% per month until paid. The Company intends to fully repay all unpaid amounts inclusive of interest over the next twenty-four months. The Company classifies amounts planned to be settled within twelve months from the balance sheet date to current liabilities. Accordingly, the Company reclassifies and presents current balances of $825,000 and $1,375,000 respectively, in the current portion of loans payables, related parties account in the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022. Non-current amounts are classified to the loans payable, related parties, less current portion account in the condensed consolidated balance sheets and amounted to $281,916 and $0 as of June 30, 2023, and December 31, 2022 respectively. Interest expense for the three and six months ended June 30, 2023 respectively, was $49,423 and $89,170, recorded to interest expense, related parties in the condensed consolidated statements of operations.

 

NOTE 10. INVESTMENT IN NSURE

 

During April 2023, the Company sold its remaining 262,684 of NSURE shares to unaffiliated third parties, receiving the shares’ cost basis and cash proceeds of $900,000. The Company’s remaining NSURE share balance as of June 30, 2023, was zero.

 

NOTE 11. SUBSEQUENT EVENTS

 

Pursuant to the terms of the SPA, on July 7, 2023, the Series B Warrants’ effective exercise price reset to $2.50, and on July 14, 2023, 165,000 Series B Warrants were exercised into 73,264 shares of common stock in a cashless exercise. Accordingly, the adjusted balance of Series B Warrants outstanding as of the exercise date is 1,166,667.

 

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.

 

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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.

 

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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 

 

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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.

 

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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.

 

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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.

 

Exhibit No.   Description
     
10.1   Second Amendment to the Purchase Agreement, dated as of May 18, 2023, by and between Reliance Global Group, Inc., Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2023).
     
10.2   Confidential Settlement and Mutual General Release Agreement, dated as of June 30, 2023, by and among the registrant, Medigap Healthcare Insurance Agency, LLC, Pagidem, LLC f/k/a Medigap Healthcare Insurance Company, LLC, Joseph J. Bilotti, III, Kyle Perrin, Zachary Lewis, T65 Health Insurance Solutions, Inc. f/k/a T65 Health Solutions, Inc., and Seniors First Life, LLC. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2023).
     
31.1*   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002
     
31.2*   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002
     
32.1**   Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer
     
101.INS*   Inline XBRL Instance Document
101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*   Inline XBRL Taxonomy Extension Schema Document
101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*   Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

 

*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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