UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2025
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The following financial statements of Spetner Associates, Inc. are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference:
| ● | The audited consolidated financial statements of Spetner Associates, Inc. as of and for the years ended December 31, 2024 and 2023, and the related notes thereto. | |
| ● | The unaudited consolidated financial statements of Spetner Associates, Inc. as of and for the three months ended March 31, 2025 and 2024, and the related notes thereto. |
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated financial information of Reliance Global Group, Inc., giving effect to the proposed acquisition of Spetner Associates, Inc. is filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference:
| ● | Unaudited pro forma condensed consolidated balance sheet as of March 31, 2025, and unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2025. | |
| ● | Unaudited pro forma condensed consolidated balance sheet as of December 31, 2024, and unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2024. |
(d) Exhibits
SIGNATURE
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, hereunto duly authorized.
| Reliance Global Group, Inc. | ||
| Dated: June 24, 2025 | By: | /s/ Ezra Beyman |
| Ezra Beyman | ||
| Chief Executive Officer | ||
Exhibit 23.1
Consent of Independent Auditor
We hereby consent to the use in the Form 8-K of Reliance Global Group, Inc. of our report dated March 31, 2025, relating to the consolidated financial statements of Spetner Associates, Inc., which is contained in the Form 8-K.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ Urish Popeck & Co., LLC
Pittsburgh, Pennsylvania
June 24, 2025
BDO USA, P.C., a Virginia professional corporation, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.BDO is the brand name for the BDO network and for each of the BDO Member Firms.
Exhibit 99.1
FINANCIAL STATEMENTS FOR SPETNER ASSOCIATES, INC.
SPETNER ASSOCIATES, INC.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS DECEMBER 31, 2024 AND 2023
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
| F-1 |
Independent Auditors’ Report
The Shareholders
Spetner Associates, Inc.
Saint Louis. Missouri
Opinion
We have audited the accompanying consolidated financial statements of Spetner Associates, Inc. (“the Company”) which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for the years then ended and the related notes to the consolidated financial statement.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Spetner Associates, Inc. as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America(GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Spetner Associates, Inc. and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued or available to be issued.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance, and therefore, is not a guarantee that an audit conducted in accordance with GAAS, will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.
In performing an audit in accordance with GAAS we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. | |
| ● | Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. | |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. | |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. | |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ Urish Popeck & Co., LLC
March 31, 2025
Pittsburgh, PA
| F-2 |
SPETNER ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2024 AND 2023
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Cash balance plan assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Profit sharing plan liability | ||||||||
| Premiums – Insurance Carriers | ||||||||
| Notes payable, current portion | ||||||||
| Notes payable, current portion – related party | ||||||||
| Revolving line of credit | ||||||||
| Total Current Liabilities | ||||||||
| Notes payable, noncurrent portion | ||||||||
| TOTAL LIABILITIES | ||||||||
| Equity | ||||||||
| Common stock, $ par value; shares authorized as of December 31, 2024 and 2023, shares issued and outstanding as of December 31, 2024 and 2023 | ||||||||
| Additional paid in capital | ||||||||
| Retained earnings | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| TOTAL SHAREHOLDER (DEFICIT) | ( | ) | ||||||
| TOTAL LIABILITIES AND SHAREHOLDER (DEFICIT) | $ | $ | ||||||
| F-3 |
SPETNER ASSPOCIATES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Revenue | $ | $ | ||||||
| Commission income | ||||||||
| Service and fee income | ||||||||
| Total revenue | ||||||||
| Operating expenses | ||||||||
| Commission expense | ||||||||
| Enrollment expense | ||||||||
| Salaries and wages | ||||||||
| General and administrative | ||||||||
| Pension expense | ||||||||
| Related party service fees | ||||||||
| Total operating expenses | ||||||||
| Net income from operations | ||||||||
| Other income (expense) | ||||||||
| Charitable contribution expense | ( | ) | ( | ) | ||||
| Interest income (expense), net | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||
| Net income before other comprehensive income | $ | $ | ||||||
| Other comprehensive income | ||||||||
| Gain (loss) in fair value of Plan Assets | ( | ) | ||||||
| Net comprehensive income | $ | $ | ||||||
| F-4 |
SPETNER ASCOCIATES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
| Year Ended December 31, 2024 | ||||||||||||||||||||||||
| Retained | Accumulated | |||||||||||||||||||||||
| Additional | Earnings | Other | ||||||||||||||||||||||
| Common Stock | Paid-in | (Accumulated | Comprehensive | |||||||||||||||||||||
| Shares | Amount | Capital | Deficit) | Income | Total | |||||||||||||||||||
| Balances, December 31, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Owner dividends | - | ( | ) | ( | ) | |||||||||||||||||||
| Shareholder contributions | - | |||||||||||||||||||||||
| Related party note payable forgiven as shareholder contribution | ||||||||||||||||||||||||
| Net income for the year ended December 31, 2024 | - | |||||||||||||||||||||||
| Other comprehensive loss for the year ended December 31, 2024 | - | ( | ) | ( | ) | |||||||||||||||||||
| Balances, December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| F-5 |
SPETNER ASCOCIATES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(Continued)
| Year Ended December 31, 2023 | ||||||||||||||||||||||||
| Retained | Accumulated | |||||||||||||||||||||||
| Additional | Earnings | Other | ||||||||||||||||||||||
| Common Stock | Paid-in | (Accumulated | Comprehensive | |||||||||||||||||||||
| Shares | Amount | Capital | Deficit) | Income | Total | |||||||||||||||||||
| Balances, December 31, 2022 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Owner dividends | - | ( | ) | ( | ) | |||||||||||||||||||
| Shareholder contributions | - | |||||||||||||||||||||||
| Net income for the year ended December 31, 2023 | - | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive income for the year ended December 31, 2023 | - | |||||||||||||||||||||||
| Balances, December 31, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| F-6 |
SPETNER ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
| Year ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustment to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Pension expense | ||||||||
| Bad debt expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Accounts payables | ( | ) | ||||||
| Accrued expenses | ||||||||
| Premiums due – insurance carriers | ||||||||
| Cash balance plan asset | ( | ) | ( | ) | ||||
| Profit sharing plan liability | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Net cash used in investing activities: | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from revolving line of credit | ||||||||
| Repayment of revolving line of credit | ( | ) | ||||||
| Repayment of note payable | ( | ) | ( | ) | ||||
| Proceeds from related party note payable | ||||||||
| Repayment of related party note payable | ( | ) | ( | ) | ||||
| Shareholder contributions | ||||||||
| Dividend distributions | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net increase in cash | ||||||||
| Cash and cash equivalents, beginning of year | ||||||||
| Cash and cash equivalents, end of year | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities | ||||||||
| Related party note payable forgiven as shareholder contribution | $ | $ | ||||||
| F-7 |
SPETNER ASSOCIATES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS
Spetner Associates, Inc. (“Spetner”) is a Missouri corporation that was originally incorporated in the state of Missouri on November 8, 1991. NRoll, LLC (“NRoll”) and Benefits Counselors, LLC (“Benefits Counselors”) are affiliates of Spetner, and all three companies operate jointly through shared management and shared operations. Spetner, NRoll, and Benefits Counselors also related through common ownership and are collectively referred to as the “Company”.
On January 1, 2024, the members of NRoll and Benefits Counselors assigned their respective membership interests to Spetner. The combination was accounted for as a common control transaction. Accordingly, the assets and liabilities of NRoll and Benefits Counselors were consolidated in the consolidated financial statements of Spetner. The consolidated financial statements have been retrospectively adjusted to include the results of NRoll and Benefits Counselors as if the combination occurred at the beginning of the earliest period presented. (See Note 6 Equity)
Spetner, NRoll and Benefits Counselors are benefit enrollment companies that assist businesses access insurance products and the voluntary benefits marketplace for their employees.
NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTNG POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company adopted a December 31 fiscal year-end for financial statement reporting purposes.
The consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. In their opinion, such financial information is presented fairly and for all periods represented.
Principles of Consolidation and Basis of Accounting
On January 1, 2024, the members of NRoll and Benefits Counselors assigned their respective membership interests to Spetner. Prior to the assignment, Spetner, NRoll and Benefits Counselors were under common control and therefore this transaction was accounted for as a common control transaction resulting in a change in reporting entity. The combination was accounted for at the carrying value of the three companies. The consolidated financial statements include the accounts of Spetner, nRoll, and Benefits Counselors. The consolidated financial statements have been retrospectively adjusted to include the results of NRoll and Benefits Counselors as if the combination occurred at the beginning of the earliest period presented. All material inter-company accounts and transactions have been eliminated.
Reclassifications
Certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements to maintain consistency between periods presented.
Accounting Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Cash and cash equivalents
The
Company considers all highly liquid money market funds and certificates of deposit with original maturities of less than three months
to be cash equivalents. The Company maintains its cash balances with various banks. The balances are insured by the Federal Deposit Insurance
Corporation (“FDIC”) up to $
| F-8 |
Accounts Receivable, Net
Accounts
receivables are recorded at the amount the Company expects to collect on the balance outstanding at year-end. Management closely monitors
outstanding balances during the year and recognizes an allowance for expected credit losses if appropriate. The Company writes off bad
debts as they occur during the year. As of December 31, 2024 and 2023, the Company had recognized $
Property and Equipment, Net
Property and equipment is stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and maintenance are charged to expenses as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in the consolidated statement of operations for the period in which the disposal occurred. The Company computes depreciation utilizing estimated useful lives, as stated below:
| Property and Equipment Categories | Estimated Useful Life | |
| Office equipment | ||
| Furniture & fixtures | ||
| IT equipment | ||
| Automobiles |
Leases
The
Company determines if an arrangement is a lease at inception. Leases are analyzed for classification as either an operating lease or
as a finance lease. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term
at commencement date. For leases that do not provide an implicit rate, the Company uses its incremental borrowing rate. Operating lease
expense for minimum lease payments is recognized on a straight-line basis over the lease term. All leases that have lease terms of one
year or less are considered short-term leases, and therefore are not recorded through a ROU asset or liability. As of December 31, 2024,
and 2023, the Company did
The
Company has a month-to-month lease for an office space in St. Louis, Missouri owned by a related party through common ownership. The
Company recognized related party rent expense due to this lease of $
The
Company maintains a month-to-month lease for an office space in Cincinnati, Ohio. The lease was initially signed on March 21, 2019 with
a
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606 Revenue from Contracts with Customers which at its core, recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.
The following outlines the core principles of ASC 606:
Identification of the contract, or contracts, with a customer. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance, and (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.
Identification of the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract.
| F-9 |
Determination of the transaction price. The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer.
Allocation of the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis.
Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company satisfies performance obligations either over time or at a point in time, as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised good or service to the customer.
The Company focuses primarily on agency services for insurance products in the healthcare and life spaces, Healthcare includes plans for individuals and families, and commercial businesses.
Healthcare and Life revenue recognition:
The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to individual policy holders (“Members).
There typically is one performance obligation in contracts with Carriers, to perform agency services that culminate in monthly premium cash collections by the Carrier. The performance obligation is satisfied through a combination of agency services including, marketing carrier’s insurance plans, soliciting Member applications, binding, executing and servicing insurance policies on a continuous basis throughout a policy’s life cycle which includes and culminates with the Customer’s collection of monthly premiums. No commission is earned if cash is not received by Carrier. Thus, commission revenue is earned only after a month’s cash receipts from Members’ dues is received by the Customer. Each month’s Carrier cash collections is considered a separate unit sold and transferred to the Customer i.e., the satisfaction of that month’s performance obligation.
Transaction price is typically stated in a contract and usually based on a commission rate applied to Member premiums paid and received by Carrier. The Company generally continues to receive commission payments from Carriers until a Member’s plan is cancelled or the Company terminates its agency agreement with the Carrier. Upon termination, the Company will no longer receive any commissions from Carriers even with business still in place. In some instances, trailing commissions could occur which would be recognized like other Healthcare revenue. With one performance obligation, allocation of transaction price is normally not necessary.
The Company recognizes revenue at a point in time when it satisfies its monthly performance obligation and control of the service transfers to a carrier. Transfer occurs when Members insurance premium cash payments are received by the Customer. The Customer’s receipt of cash is the culmination and complete satisfaction of the Company’s performance obligation, and the earnings process is complete.
The following shows the disaggregation of the Company’s revenue:
| Year Ended | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Health | $ | $ | ||||||
| Life | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
| F-10 |
Concentration Risk from Revenues
Insurance carriers representing 10% or more of total revenue are presented in the table below:
| Year Ended | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Insurance carrier A | % | % | ||||||
| Insurance carrier B | % | % | ||||||
| Insurance carrier C | % | % | ||||||
No
other single insurance carrier accounted for more than
Concentration Risk from Accounts Receivable
Insurance carriers representing 10% or more of total accounts receivable are presented in the table below:
| As of | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Customer A | * | % | ||||||
| Customer B | * | % | ||||||
| Customer C | * | % | ||||||
| Customer D | % | * | ||||||
| Customer E | % | * | ||||||
| * |
No
other single customer accounted for more than
Service and Fee Income
Service and fee income is composed of income earned from insurance carriers that is not paid on a commission basis. It also includes revenue recognized as a result of IT services performed for clients.
Related Party Service Fees
Related party service fees is composed of IT service expenses performed for the Company by a related party vendor.
Income Taxes and Uncertain Tax Positions
Spetner Associates, Inc has elected to be taxed as an S corporation as it is an eligible small business corporation. Both nRoll and Benefit Counselors are single member LLCs. Accordingly, all entities are pass-through entities not subject to federal tax. Instead, the income, deductions, credits, and other tax items are passed through to the individual shareholder or members who report these items on their personal tax returns. Accordingly, the consolidated financial statements do not include a provision for income taxes.
Management has evaluated the entities’ tax position and determined that that there are no uncertain positions that require recognition or disclosure in the consolidated financial statements with applicable accounting standards.
Recently Issued Accounting Standards
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires entities to disclose significant segment expenses regularly provided to the CODM. Public entities with a single reporting segment have to provide all disclosures required by ASC 280, including the significant segment expense disclosures. For public business entities, the guidance is effective for annual periods beginning after December 15, 2023. The Company adopted this standard as of January 1, 2024 and it did not have an impact on the consolidated financial statements.
| F-11 |
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”), which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The Company adopted this ASU as of January 1, 2023. The adoption did not have a material impact on the Company’s financial statements.
NOTE 3 – PROPERTY, PLANT AND EQUIPMENT
Property and equipment consisted of the following as of December 31, 2024 and 2023:
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Office Equipment | $ | $ | ||||||
| Furniture & fixtures | ||||||||
| IT Equipment | ||||||||
| Automobile | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Net book value | $ | $ | ||||||
Depreciation
expense for the year ended December 31, 2024 and 2023, was $
NOTE 4 – NOTES PAYABLE
The
Company has an informal agreement with the owners of Spetner, NRoll and Benefits Counselor to continually borrow from the owners as working
capital needs arise. These additional funds are to be repaid as funding becomes available and are shown on the Consolidated Balance Sheet
as related party notes payable. The additional funds are non-interest bearing and non-collateralized. During the year ended December
31, 2024, the owners agreed to forgive $
On
December 19, 2023, the Company signed a commercial loan (the “revolving line of credit”) with one of the Company’s
banks. The revolving line of credit matured on September 19, 2024, accrued interest at a rate of
On
August 30, 2021, the Company financed the purchase of an automobile through a loan. The loan had an original principal balance of $
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total principal payments | $ | |||
| Less: debt discounts | ||||
| Total notes payable | $ |
| F-12 |
NOTE 5 – RETIREMENT PLANS
Cash Balance Plan
Spetner offers its employees a cash balance defined benefit plan (the “Plan”) The Company additionally recognizes a gain (or loss) on the change in fair value of the assets held by the cash balance plan.
Under
a cash balance plan, each participant in the plan has an individual account that is credited annually with a pay credit and an interest
credit. The Company is responsible for funding plans and bears the investment risk. At retirement, the account balance may be taken as
lifetime annuity or a lump sum. Effective January 1, 2024, the cash balance plan was frozen, and as a result the participant accounts’
ceased getting credited with the pay credit. For the years ended December 31, 2024 and 2023, the aggregate increase in the participants’
account was $
The
company contributes to the Plan to meet targeted funding requirements in accordance with regulations governing retirement plans. For
the years ended December 31, 2024 and 2023, the Company contributed $
The
Plan held assets of $
The
funded status of the plan reflected in the balance sheet was net asset of $
All
the plan assets are invested in mutual funds considered level 1 assets in the fair value hierarchy. The plan’s assets reported
an unrealized loss in fair value of $
Profit Sharing Plan
Spetner
offers its employees a 401(k) defined contribution and profit sharing plan. Spetner’s contributions are discretionary amounts that
are allocated among the participating employees. Participating employees may elect to receive their benefits as a monthly annuity payment
to themselves as a single recipient, or as a reduced monthly annuity to themselves and a surviving spouse. As of December 31, 2024 and
2023, the profit sharing plan had a net plan liability of $
Employer
contributions were $
NOTE 6 – EQUITY
Equity
On January 1, 2024, the members of NRoll and Benefits Counselors assigned their respective membership interests to Spetner. The consolidated financial statements have been retrospectively adjusted to include the results of NRoll and Benefits Counselors as if the combination occurred at the beginning of the earliest period presented.
Stockholders’ Agreement
On September 4, 2024 Jonathan Spetner, the sole stockholder of Spetner, and Agudath Israel of America (“Agudath”) agreed to a Stock Transfer Agreement and a Stockholders’ Agreement (together known as the “Stock Transfer”). In accordance with the Stock Transfer Jonathan Spetner transferred shares of Spetner common stock to Agudath in a consideration-free transaction. Additionally, Jonathan Spetner and Agudath agreed to certain restrictions on the transfer of Spetner common stock and that Jonathan Spetner shall have the right to designate all persons for appointment to the Board of Directors of Spetner.
| F-13 |
Common Stock
As of December 31, 2024 and 2023 Spetner had shares of common stock authorized. The common stock has a par value of $. As of December 31, 2024 and 2023 Spetner had shares of common stock issued and outstanding.
Shareholder Contributions
During
the years ended December 31, 2024 and 2023 Spetner received shareholder contributions of $
NOTE 7 – SEGMENT REPORTING
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the Company’s Chief Executive Officer, the chief operating decision-maker (“CODM”). For accounting purposes, the CODM is making decisions regarding resource allocation and assessing performance based on net income from operations as reported in the Company’s consolidated financial statements. The Company views its operations and manages its business in one operating segment: the Insurance segment.
The CODM does not review assets in evaluating the results of the Insurance Segment, and therefore, such information is not presented. The following table provides the financial results of our Insurance Segment:
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Revenue | $ | $ | ||||||
| Commission income | ||||||||
| Service and fee income | ||||||||
| Total revenue | ||||||||
| Less: Significant and other Insurance Segment expenses | ||||||||
| Commission expense | ||||||||
| Enrollment expense | ||||||||
| Salaries and wages | ||||||||
| General and administrative | ||||||||
| Pension expense | ||||||||
| Related party expenses | ||||||||
| Insurance segment net income | ||||||||
| Reconciliation of segment net income | ||||||||
| Charitable contribution expense | ( | ) | ( | ) | ||||
| Interest income (expense), net | ||||||||
| Net income | $ | $ | ||||||
NOTE 8 – ACQUISITION AGREEMENT
Spetner,
Jonathan Spetner and Agudath Israel of America (the “Sellers”), and Reliance Global Group, Inc. (“RELI”) agreed
to a Stock Exchange Agreement. The Stock Exchange Agreement was initially dated as of May 14, 2024, was amended on September 6, 2024,
and was further amended on October 29, 2024. Pursuant to the amended Stock Exchange Agreement, the Sellers agreed to sell stock representing
% of the equity ownership in Spetner to RELI (the “First Closing”) in exchange for $
On
October 29, 2024 RELI issued shares of RELI common stock (the “deposit shares”) to Spetner’s stockholders.
The deposit shares had a fair value of $
The
stock representing the remaining
NOTE 9 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from December 31, 2024 through the issuance date of these financial statements, and there are no events requiring disclosure.
| F-14 |
SPETNER ASSOCIATES, INC.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024
(Unaudited)
SPETNER ASSOCIATES, INC.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
INDEX TO FINANCIAL STATEMENTS
| F-16 |
SPETNER ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2025 (UNAUDITED) AND DECEMBER 31, 2024
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Cash balance plan assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Profit sharing plan liability | ||||||||
| Premiums – Insurance Carriers | ||||||||
| Notes payable, current portion | ||||||||
| Notes payable, current portion – related party | ||||||||
| Total Current Liabilities | ||||||||
| Notes payable, noncurrent portion | ||||||||
| TOTAL LIABILITIES | ||||||||
| Equity | ||||||||
| Common stock, $ par value; shares authorized as of March 31, 2025 and December 31, 2024, shares issued and outstanding as of March 31, 2025 and December 31, 2024 | ||||||||
| Additional paid in capital | ||||||||
| Retained earnings (accumulated deficit) | ( | ) | ||||||
| Accumulated other comprehensive income | ||||||||
| TOTAL SHAREHOLDER EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDER EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-17 |
SPETNER ASSPOCIATES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (UNAUDITED)
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Commission income | ||||||||
| Service and fee income | ||||||||
| Total revenue | ||||||||
| Operating expenses | ||||||||
| Commission expense | ||||||||
| Enrollment expense | ||||||||
| Salaries and wages | ||||||||
| General and administrative | ||||||||
| Pension expense | ||||||||
| Related party service fees | ||||||||
| Total operating expenses | ||||||||
| Income from operations | ||||||||
| Other income (expense) | ||||||||
| Charitable contribution expense | ||||||||
| Interest income (expense), net | ( | ) | ( | ) | ||||
| Total other income (expense) | ||||||||
| Net income | $ | $ | ||||||
| Other comprehensive income (loss) | ||||||||
| Gain (loss) in fair value of Plan Assets | ( | ) | ||||||
| Net comprehensive income | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-18 |
SPETNER ASCOCIATES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (UNAUDITED)
| Three Months Ended March 31, 2024 | ||||||||||||||||||||||||
| Retained | Accumulated | |||||||||||||||||||||||
| Additional | Earnings | Other | ||||||||||||||||||||||
| Common Stock | Paid-in | (Accumulated | Comprehensive | |||||||||||||||||||||
| Shares | Amount | Capital | Deficit) | Income | Total | |||||||||||||||||||
| Balances, December 31, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Owner dividends | - | ( | ) | ( | ) | |||||||||||||||||||
| Shareholder contributions | - | |||||||||||||||||||||||
| Net income for the three months ended March 31, 2024 | - | |||||||||||||||||||||||
| Other comprehensive loss for the three months ended March 31, 2024 | - | ( | ) | ( | ) | |||||||||||||||||||
| Balances, March 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||
SPETNER ASCOCIATES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Continued)
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||
| Retained | Accumulated | |||||||||||||||||||||||
| Additional | Earnings | Other | ||||||||||||||||||||||
| Common Stock | Paid-in | (Accumulated | Comprehensive | |||||||||||||||||||||
| Shares | Amount | Capital | Deficit) | Income | Total | |||||||||||||||||||
| Balances, December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Owner dividends | - | ( | ) | ( | ) | |||||||||||||||||||
| Net income for the three months ended March 31, 2025 | - | ) | ||||||||||||||||||||||
| Other comprehensive income for the three months ended March 31, 2025 | - | |||||||||||||||||||||||
| Balances, March 31, 2025 | $ | $ | $ | $ | $ | ) | ||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-19 |
SPETNER ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (UNAUDITED)
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustment to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Pension expense | ||||||||
| Bad debt expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Accounts payables | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| Premiums due – insurance carriers | ( | ) | ||||||
| Cash balance plan asset | ( | ) | ( | ) | ||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Net cash used in investing activities: | ||||||||
| Cash flows from financing activities: | ||||||||
| Repayment of revolving line of credit | ( | ) | ||||||
| Repayment of note payable | ( | ) | ( | ) | ||||
| Proceeds from related party note payable | ||||||||
| Repayment of related party note payable | ( | ) | ( | ) | ||||
| Shareholder contributions | ||||||||
| Dividend distributions | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ||||||
| Net increase in cash | ||||||||
| Cash and cash equivalents, beginning of year | ||||||||
| Cash and cash equivalents, end of year | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-20 |
SPETNER ASSOCIATES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025 AND 2024 (UNAUDITED)
NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS
Spetner Associates, Inc. (“Spetner”) is a Missouri corporation that was originally incorporated in the state of Missouri on November 8, 1991. NRoll, LLC (“NRoll”) and Benefits Counselors, LLC (“Benefits Counselors”) are subsidiaries of Spetner. Prior ro January1,2024 all three companies operate jointly through shared management and shared operations. Spetner, NRoll, and Benefits Counselors also related through common ownership and are collectively referred to as the “Company”.
Spetner, NRoll and Benefits Counselors are benefit enrollment companies that assist businesses to access insurance products and the voluntary benefits marketplace for their employees.
NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTNG POLICIES
Basis of Presentation
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 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 financial statements for the year ended December 31, 2024.
The condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. In their opinion, such financial information is presented fairly and for all periods represented.
Principles of Consolidation and Basis of Accounting
On January 1, 2024, the members of NRoll and Benefits Counselors assigned their respective membership interests to Spetner. Prior to the assignment, Spetner, NRoll and Benefits Counselors were under common control and therefore this transaction was accounted for as a common control transaction resulting in a change in reporting entity. The combination was accounted for at the carrying value of the three companies. The consolidated financial statements include the accounts of Spetner, nRoll, and Benefits Counselors. The consolidated financial statements have been retrospectively adjusted to include the results of NRoll and Benefits Counselors as if the combination occurred at the beginning of the earliest period presented. All material inter-company accounts and transactions have been eliminated.
Accounting Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Cash and cash equivalents
The
Company considers all highly liquid money market funds with original maturities of less than three months to be cash equivalents. The
Company maintains its cash balances with various banks. The balances are insured by the Federal Deposit Insurance Corporation (“FDIC”)
up to $
| F-21 |
Accounts Receivable, Net
Accounts
receivables are recorded at the amount the Company expects to collect on the balance outstanding at year-end. Management closely monitors
outstanding balances during the year and recognizes an allowance for expected credit losses if appropriate. The Company writes off bad
debts as they occur during the year. As of March 31, 2025 and December 31, 2024, the Company had recognized $
Property and Equipment, Net
Property and equipment is stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and maintenance are charged to expenses as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in the consolidated statement of operations for the period in which the disposal occurred. The Company computes depreciation utilizing estimated useful lives, as stated below:
| Property and Equipment Categories | Estimated
Useful Life | |
| Office equipment | ||
| Furniture & fixtures | ||
| IT equipment | ||
| Automobiles |
Leases
The
Company determines if a contract is or contains a lease at inception. Leases are analyzed for classification as either an operating lease
or as a finance lease. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease
term at commencement date. For leases that do not provide an implicit rate, the Company uses its incremental borrowing rate. Operating
lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. All leases that have lease terms
of one year or less are considered short-term leases and therefore are not recorded through a ROU asset or liability. As of March, 31,
2025, and December 31, 2024, the Company did
The
Company rents office space in St. Louis, Missouri owned by a related party through common ownership on a month-to month basis. The Company
recognized related party rent expense from this arrangement of $
The
Company maintains a month-to-month lease for an office space in Cincinnati, Ohio. The lease was initially signed on March 21, 2019 with
a
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606 Revenue from Contracts with Customers which at its core, recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.
| F-22 |
The following outlines the core principles of ASC 606:
Identification of the contract, or contracts, with a customer. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance, and (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.
Identification of the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract.
Determination of the transaction price. The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer.
Allocation of the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis.
Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company satisfies performance obligations either over time or at a point in time, as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised good or service to the customer.
The Company focuses primarily on agency services for insurance products in the healthcare and life spaces, Healthcare includes plans for individuals and families, and commercial businesses.
Healthcare and Life revenue recognition:
The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to individual policy holders (“Members).
There typically is one performance obligation in contracts with Carriers, to perform agency services that culminate in monthly premium cash collections by the Carrier. The performance obligation is satisfied through a combination of agency services including, marketing carrier’s insurance plans, soliciting Member applications, binding, executing and servicing insurance policies on a continuous basis throughout a policy’s life cycle which includes and culminates with the Customer’s collection of monthly premiums. No commission is earned if cash is not received by Carrier. Thus, commission revenue is earned only after a month’s cash receipts from Members’ dues is received by the Customer. Each month’s Carrier cash collections is considered a separate unit sold and transferred to the Customer i.e., the satisfaction of that month’s performance obligation.
Transaction price is typically stated in a contract and usually based on a commission rate applied to Member premiums paid and received by Carrier. The Company generally continues to receive commission payments from Carriers until a Member’s plan is cancelled or the Company terminates its agency agreement with the Carrier. Upon termination, the Company will no longer receive any commissions from Carriers even with the Member’s plan still in place. In some instances, trailing commissions could occur which would be recognized like other Healthcare revenue. With one performance obligation, allocation of transaction price is normally not necessary.
| F-23 |
The Company recognizes revenue at a point in time when it satisfies its monthly performance obligation and control of the service transfers to a carrier. Transfer occurs when Members insurance premium cash payments are received by the Customer. The Customer’s receipt of cash is the culmination and complete satisfaction of the Company’s performance obligation, and the earnings process is complete.
The following shows the disaggregation of the Company’s revenue:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Health | $ | $ | ||||||
| Life | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
Concentration Risk from Revenues
Insurance carriers representing 10% or more of total revenue are presented in the table below:
| Three March Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Insurance carrier A | % | % | ||||||
| Insurance carrier B | % | % | ||||||
| Insurance carrier C | % | % | ||||||
No
other single insurance carrier accounted for more than
Concentration Risk from Accounts Receivable
Insurance carriers representing 10% or more of total accounts receivable are presented in the table below:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Customer A | % | * | ||||||
| Customer B | % | * | ||||||
| Customer C | % | * | ||||||
| Customer D | * | % | ||||||
| Customer E | * | % | ||||||
| * |
No
other single customer accounted for more than
Service and Fee Income
Service and fee income is composed of income earned from insurance carriers that is not paid on a commission basis. It also includes revenue recognized because of IT services performed for clients.
| F-24 |
Related Party Service Fees
Related party service fees is composed of IT services performed for the Company by a related party vendor.
Income Taxes and Uncertain Tax Positions
Spetner Associates, Inc has elected to be taxed as an S corporation as it is an eligible small business corporation. Both nRoll and Benefit Counselors are single member LLCs. Accordingly, all entities are pass-through entities not subject to federal tax. Instead, the income, deductions, credits, and other tax items are passed through to the individual shareholder or members who report these items on their personal tax returns. Accordingly, the consolidated financial statements do not include a provision for income taxes.
Management has evaluated the entities’ tax position and determined that that there are no uncertain positions that require recognition or disclosure in the consolidated financial statements with applicable accounting standards.
Recently Issued Accounting Standards
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires entities to disclose significant segment expenses regularly provided to the CODM. Public entities with a single reporting segment have to provide all disclosures required by ASC 280, including the significant segment expense disclosures. For public business entities, the guidance is effective for annual periods beginning after December 15, 2023. The Company adopted this standard as of January 1, 2024 and it did not have an impact on the consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”), which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The Company adopted this ASU as of January 1, 2023. The adoption did not have a material impact on the Company’s financial statements.
NOTE 3 – PROPERTY, PLANT AND EQUIPMENT
Property and equipment consisted of the following as of March 31, 2025 and December 31, 2024:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Office Equipment | $ | $ | ||||||
| Furniture & fixtures | ||||||||
| IT Equipment | ||||||||
| Automobile | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Net book value | $ | $ | ||||||
Depreciation
expense for the three months ended March 31, 2025 and 2024, was $
NOTE 4 – NOTES PAYABLE
The
Company has an informal agreement with the owners of Spetner, NRoll and Benefits Counselor to continually borrow from the owners as working
capital needs arise. These additional funds are to be repaid as funding becomes available and are shown on the Consolidated Balance Sheet
as related party notes payable. The additional funds are non-interest bearing and non-collateralized. As of March 31, 2025 and December
31, 2024, the outstanding balance owed was $
| F-25 |
On
December 19, 2023, the Company signed a commercial loan (the “revolving line of credit”) with one of the Company’s
banks. The revolving line of credit matured on September 19, 2024, accrued interest at a rate of
On
August 30, 2021, the Company financed the purchase of an automobile through a loan. The loan had an original principal balance of $
| Remainder of 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total principal payments | $ | |||
| Less: debt discounts | ||||
| Total notes payable | $ |
NOTE 5 – RETIREMENT PLANS
Cash Balance Plan
Spetner offers its employees a cash balance defined benefit plan (the “Plan”) The Company additionally recognizes a gain (or loss) on the change in fair value of the assets held by the cash balance plan.
Under
a cash balance plan, each participant in the plan has an individual account that is credited annually with a pay credit and an interest
credit. The Company is responsible for funding plans and bears the investment risk. At retirement, the account balance may be taken as
lifetime annuity or a lump sum. For the three months ended March 31, 2025 and 2024, the company accrued participant pay and interest
credit earnings of $
The company contributes to the Plan to meet targeted funding requirements in accordance with regulations governing retirement plans. The Company did not have any contributions during the three months ended March 31, 2025 and 2024.
The
Plan held assets of $
The
funded status of the plan reflected in the balance sheet was net asset of $
All
the plan assets are invested in mutual funds considered level 1 assets in the fair value hierarchy. The plan’s assets reported
an unrealized gain in fair value of $
| F-26 |
Profit Sharing Plan
Spetner
offers its employees a 401(k) defined contribution and profit sharing plan. Spetner’s contributions are discretionary amounts that
are allocated among the participating employees. Participating employees may elect to receive their benefits as a monthly annuity payment
to themselves as a single recipient, or as a reduced monthly annuity to themselves and a surviving spouse. As of March 31, 2025 and December
31, 2024, the profit sharing plan had a net plan liability of $
Employer
contributions were $
NOTE 6 – EQUITY
Equity
On January 1, 2024, the members of NRoll and Benefits Counselors assigned their respective membership interests to Spetner. The consolidated financial statements have been retrospectively adjusted to include the results of NRoll and Benefits Counselors as if the combination occurred at the beginning of the earliest period presented.
Stockholders’ Agreement
On September 4, 2024 Jonathan Spetner, the sole stockholder of Spetner, and Agudath Israel of America (“Agudath”) agreed to a Stock Transfer Agreement and a Stockholders’ Agreement (together known as the “Stock Transfer”). In accordance with the Stock Transfer Jonathan Spetner transferred 15 shares of Spetner common stock to Agudath in a consideration-free transaction. Additionally, Jonathan Spetner and Agudath agreed to certain restrictions on the transfer of Spetner common stock and that Jonathan Spetner shall have the right to designate all persons for appointment to the Board of Directors of Spetner.
Common Stock
As of March 31, 2025 and December 31, 2024 Spetner had shares of common stock authorized. The common stock has a par value of $. As of March 31, 2025 and 2024 Spetner had shares of common stock issued and outstanding.
Shareholder Contributions
During
the three months ended March 31, 2025 and 2024 Spetner received shareholder contributions of $
NOTE 7 – SEGMENT RPEORTING
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the Company’s Chief Executive Officer, the chief operating decision-maker (“CODM”). For accounting purposes, the CODM is making decisions regarding resource allocation and assessing performance based on net income from operations as reported in the Company’s consolidated financial statements. The Company views its operations and manages its business in one operating segment: the Insurance segment. All revenues earned and expenses incurred are from doemstic operations.
| F-27 |
The CODM does not review assets in evaluating the results of the Insurance Segment, and therefore, such information is not presented. The following table provides the financial results of our Insurance Segment:
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| Revenue from external customers | $ | $ | ||||||
| Commission income | ||||||||
| Service and fee income | ||||||||
| Total revenue | ||||||||
| Less: Significant and other Insurance Segment expenses | ||||||||
| Commission expense | ||||||||
| Enrollment expense | ||||||||
| Salaries and wages | ||||||||
| General and administrative | ||||||||
| Pension expense | ||||||||
| Related party service fees | ||||||||
| Total insurance segment expenses | ||||||||
| Insurance segment net income | ||||||||
| Reconciliation of segment net income | ||||||||
| Charitable contribution expense | ( |
) | ( |
) | ||||
| Interest income (expense), net | ||||||||
| Net income | $ | $ | ||||||
NOTE 8 – ACQUISITION AGREEMENT
Spetner,
Jonathan Spetner and Agudath Israel of America (the “Sellers”), and Reliance Global Group, Inc. (“RELI”) agreed
to a Stock Exchange Agreement. The Stock Exchange Agreement was initially dated as of May 14, 2024, was amended on September 6, 2024,
and was further amended on October 29, 2024. Pursuant to the amended Stock Exchange Agreement, the Sellers agreed to sell stock representing
% of the equity ownership in Spetner to RELI (the “First Closing”) in exchange for $
On
October 29, 2024 RELI issued shares of RELI common stock (the “deposit shares”) to Spetner’s stockholders.
The deposit shares had a fair value of $
The
stock representing the remaining
NOTE 9 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from March 31, 2025 through the issuance date of these. financial statements, and there are no events requiring disclosure or adjustment to the financial statements
| F-28 |
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR SPETNER ASSOCIATES, INC.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on the financial statements of Spetner Associates, Inc. for the Years Ended December 31, 2024 and 2023, respectively, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). You should read the following discussion and analysis in conjunction with Spetner Associates, Inc. financial statements including the notes thereto.
This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Spetner Associates, Inc. actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of certain factors.
Overview of the Company
Spetner Associates, Inc. (“Spetner”) is a Missouri corporation that was originally incorporated in the state of Missouri on November 8, 1991. NRoll, LLC (“NRoll”) and Benefits Counselors, LLC (“Benefits Counselors”) are affiliates of Spetner, and all three companies operate jointly through shared management and shared operations. Spetner, NRoll, and Benefits Counselors also related through common ownership and are collectively referred to as the “Company”. On January 1, 2024, the members of NRoll and Benefits Counselors assigned their respective membership interests to Spetner.
Spetner, NRoll and Benefits Counselors are benefit enrollment companies that assist businesses access insurance products and the voluntary benefits marketplace for their employees.
Results of Operations for the Year ended December 31, 2024 Compared to the Year Ended December 31, 2023
| For the Years Ended | ||||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2024 | 2023 | Var ($) | Var (%) | |||||||||||||
| Revenue | ||||||||||||||||
| Commission income | 14,261,944 | 7,734,257 | 6,527,687 | 84 | % | |||||||||||
| Service and fee income | 412,178 | 217,613 | 194,565 | 89 | % | |||||||||||
| Total revenue | 14,674,122 | 7,951,870 | 6,722,252 | 85 | % | |||||||||||
| Operating expenses | ||||||||||||||||
| Commission expense | 223,004 | 244,266 | (21,262 | ) | (9 | )% | ||||||||||
| Enrollment expense | 1,086,182 | 1,530,770 | (444,588 | ) | (29 | )% | ||||||||||
| Salaries and wages | 3,516,128 | 2,879,575 | 636,553 | 22 | % | |||||||||||
| General and administrative | 1,454,627 | 1,463,809 | (9,182 | ) | (1 | )% | ||||||||||
| Pension expense | 1,542 | 401,713 | (400,171 | ) | (100 | )% | ||||||||||
| Related party service fees | 789,000 | 534,511 | 254,489 | 48 | % | |||||||||||
| Total operating expenses | 7,070,483 | 7,054,644 | 15,839 | 0 | % | |||||||||||
| Net income from operations | 7,603,639 | 897,226 | 6,706,413 | 747 | % | |||||||||||
| Other income (expense) | ||||||||||||||||
| Charitable contribution expense | (5,588,474 | ) | (753,012 | ) | (4,835,462 | ) | 642 | % | ||||||||
| Interest income (expense), net | 129,500 | 13,387 | 116,113 | 867 | % | |||||||||||
| Total other income (expense) | (5,458,974 | ) | (739,625 | ) | (4,719,349 | ) | 638 | % | ||||||||
| Provision for income taxes | - | - | - | 100 | % | |||||||||||
| Net income before other comprehensive income | 2,144,665 | 157,601 | 1,987,064 | 1,261 | % | |||||||||||
| Other comprehensive income | ||||||||||||||||
| Gain (loss) in fair value of Plan Assets | (726,615 | ) | 661,512 | (1,388,127 | ) | (210 | )% | |||||||||
| Net comprehensive income | 1,418,050 | 819,113 | 598,937 | 73 | % | |||||||||||
| F-1 |
Revenue
For the year ended December 31, 2024 compared to December 31, 2023 the Company’s revenues increased by $6,722,252 or 85%. The increase in revenue was primarily a result of the Company’s agency services with respect to insurance policy holders (“Members”) and their health insurance carriers (“customers”).
Operating Expenses
For the year ended December 31, 2024 compared to December 31, 2023 commission expense decreased by $21,262 or 9%. The decrease in commission expense is the result of a decrease in the amount of new business generated by non-employees during the year ended December 31, 2024 compared to the year ended December 31, 2023.
For the year ended December 31, 2024 compared to December 31, 2023 the Company’s enrollment expense decreased by $444,588 or 29%. The Company decreased the insurance enrollment activities it offered to Members during the year ended December 31, 2024, which resulted in the decrease in enrollment expense.
For the year ended December 31, 2024 compared to December 31, 2023 the Company’s salaries and wages expense increased by $636,553 or 22%. The increase in salaries and wages was a result of an increase in the Company’s employee headcount during the year ended December 31, 2024.
For the year ended December 31, 2024 compared to December 31, 2023 the Company’s general and administrative expense decreased by $9,182 or 1%. The decrease in general and administrative was primarily a result of decreased contributions to the Company’s profit sharing plan ($138,668), decreased automobile expenses ($45,525), and decreased bad debt expense ($41,417). The decrease in general and administrative expenses was offset primarily by the increase in legal fees ($125,781), and the increase in IT service expenses ($71,498).
For the year ended December 31, 2024 compared to December 31, 2023 the Company’s pension expense decreased by $400,171 or 99.6%. Effective January 1, 2024, the Company’s cash balance plan was frozen and as a result, the participant’s accounts’ ceased getting credited with the pay credit. This resulted in a significantly reduced pension expense for the year ended December 31, 2024.
For the year ended December 31, 2024 compared to December 31, 2023 related party service fees increased by $254,489 or 48%. The increase in related party service fees was a result of increased agency services performed by the Company.
| F-2 |
Net Income
For the year ended December 31, 2024 compared to December 31, 2023 net income increased by $1,987,064 or 1,261%. The increase in net income was primarily a result of increased revenues, decreased enrollment expenses, and decreased pension expense. The increase in revenues was offset by increased salaries and wages expense, increased related party expenses, and increased charitable contributions.
Liquidity and Capital Resources
Liquidity
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of December 31, 2024, the Company had approximately $2,782,000 in cash compared to approximately $1,771,000 at December 31, 2023, an increase of $1,011,000, resulting primarily from increased commission revenues. As of December 31, 2024, the Company had approximately $148,000 in accounts receivable compared to approximately $104,000 at December 31, 2023.
As of December 31, 2024, the Company had total current assets of approximately $3,263,000 and total current liabilities of approximately $2,329,000, or working capital of approximately $934,000, compared to total current assets of approximately $2,154,000 and total current liabilities of approximately $2,177,000, or negative working capital of $23,000 at December 31, 2023. This is an increase in working capital of approximately $957,000 over the working capital balance at the end of 2023 driven primarily by an increase in cash.
As of December 31, 2024, the Company had undiscounted liabilities in the amount of approximately $2,329,000 relating to the payment of indebtedness due within one year. The Company anticipates meeting its cash obligations on its current indebtedness as of December 31, 2024, primarily through cash generated from operations.
During the years ended December 31, 2024 and 2023, the Company did not have any capital expenditures. The Company does not expect any significant capital expenditures for the next 12 months as it can continue to grow without any significant capital expenditures.
Cash Flows
Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Net cash provided by operating activities | $ | 1,634,122 | $ | 1,376,167 | ||||
| Net cash provided by investing activities | - | - | ||||||
| Net cash used in financing activities | (622,749 | ) | (429,203 | ) | ||||
| Net increase in cash | $ | 1,011,373 | $ | 946,964 | ||||
Change in Cash Flows from Operating Activities The net cash provided by operating activities for the year ended December 31, 2023, was primarily a result of net income, the increased liability from premiums due to insurance carriers, and bad debt expense. The net cash provided was offset primarily by the cash contributions to the cash balance and the cash contributions to the profit sharing plan.
The net cash provided by operating activities for the year ended December 31, 2023, was primarily a result of the increased liability from premiums due to insurance carriers, an increase in the cash balance plan asset, net income, and bad debt expense.
Change in Cash Flows from Investing Activities There were no investing cash flow activities for the years ended December 31, 2024, and 2023.
| F-3 |
Change in Cash Flows from Financing Activities The net cash used by financing activities for the year ended December 31, 2024, was primarily a result of shareholder dividend distributions, repayments of the related party note payable, and repayments of the revolving line of credit; offset primarily by shareholder contributions, and proceeds from the related party note payable.
The net cash used by financing activities for the year ended December 31, 2023, was primarily a result of shareholder dividend distributions, and repayments of the related party note payable; offset primarily by proceeds from the related party note payable, proceeds from the revolving line of credit, and shareholder contributions.
Cash Payments for Interest and Income Taxes There were cash payments for interest of $660 and $1,643 for the years ended December 31, 2024 and 2023, respectively. There were no cash payments for income taxes during the years ended December 31, 2024 and 2023.
Critical Accounting Policies and Estimates
The Company’s significant accounting policies are more fully described in the notes to the consolidated financial statements. Those material accounting estimates that we believe are the most critical to an investor’s understanding of the Company’s financial results and condition are discussed immediately below and are particularly important to the portrayal of the financial position and results of operations and require the application of significant judgment by management to determine the appropriate assumptions to be used in the determination of certain estimates.
Income Taxes and Uncertain Tax Positions
Spetner has elected to be taxed as an S corporation as it is an eligible small business corporation. Both nRoll and Benefit Counselors are single member LLCs. Accordingly, all entities are pass-through entities not subject to federal tax. Instead, the income, deductions, credits, and other tax items are passed through to the individual shareholder or members who report these items on their personal tax returns. Accordingly, the consolidated financial statements do not include a provision for income taxes.
Management has evaluated the entities’ tax position and determined that that there are no uncertain positions that require recognition or disclosure in the consolidated financial statements with applicable accounting standards.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606 Revenue from Contracts with Customers which at its core, recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.
The Company focuses primarily on agency services for insurance products in the healthcare and life spaces, Healthcare includes plans for individuals and families, and commercial businesses.
Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires entities to disclose significant segment expenses regularly provided to the CODM. Public entities with a single reporting segment have to provide all disclosures required by ASC 280, including the significant segment expense disclosures. For public business entities, the guidance is effective for annual periods beginning after December 15, 2023. The Company adopted this standard as of January 1, 2024 and it did not have an impact on the consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”), which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The Company adopted this ASU as of January 1, 2023. The adoption did not have a material impact on the Company’s financial statements.
| F-4 |
Exhibit 99.3
Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on the financial statements of Spetner Associates, Inc. for the Three Months Ended March 31, 2025 and 2024, respectively, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). You should read the following discussion and analysis in conjunction with Spetner Associates, Inc. financial statements including the notes thereto.
This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Spetner Associates, Inc. actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of certain factors.
Overview of the Company
Spetner Associates, Inc. (“Spetner”) is a Missouri corporation that was originally incorporated in the state of Missouri on November 8, 1991. NRoll, LLC (“NRoll”) and Benefits Counselors, LLC (“Benefits Counselors”) are subsidiaries of Spetner, and all three companies operate jointly through shared management and shared operations. Spetner, NRoll, and Benefits Counselors are collectively referred to as the “Company”.
Spetner, NRoll and Benefits Counselors are benefit enrollment companies that assist businesses access insurance products and the voluntary benefits marketplace for their employees.
Results of Operations for the Three Months ended March 31, 2025 Compared to the Three Months Ended March 31, 2024
| For the Three Months Ended | ||||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2025 | 2024 | Var ($) | Var (%) | |||||||||||||
| Revenue | ||||||||||||||||
| Commission income | 5,105,532 | 2,558,876 | 2,546,656 | 100 | % | |||||||||||
| Service and fee income | 53,401 | 77,731 | (24,330 | ) | (31 | )% | ||||||||||
| Total revenue | 5,158,933 | 2,636,607 | 2,522,326 | 96 | % | |||||||||||
| Operating expenses | ||||||||||||||||
| Commission expense | 44,385 | 54,659 | (10,274 | ) | (19 | )% | ||||||||||
| Enrollment expense | 232,828 | 142,594 | 90,234 | 63 | % | |||||||||||
| Salaries and wages | 628,104 | 716,662 | (88,558 | ) | (12 | )% | ||||||||||
| General and administrative | 174,157 | 290,916 | (116,759 | ) | (40 | )% | ||||||||||
| Pension expense | 386 | 100,428 | (100,042 | ) | (100 | )% | ||||||||||
| Related party service fees | 243,000 | 123,000 | 120,000 | 98 | % | |||||||||||
| Total operating expenses | 1,322,860 | 1,428,259 | (105,399 | ) | 7 | % | ||||||||||
| Net income from operations | 3,836,073 | 1,208,348 | 2,627,725 | 217 | % | |||||||||||
| Other income (expense) | ||||||||||||||||
| Charitable contribution expense | (880,092 | ) | (292,457 | ) | (587,635 | ) | 201 | % | ||||||||
| Interest income (expense), net | 27,916 | 16,653 | 11,263 | 68 | % | |||||||||||
| Total other income (expense) | (852,176 | ) | 932,544 | (576,372 | ) | 209 | % | |||||||||
| Provision for income taxes | - | - | - | - | ||||||||||||
| Net income before other comprehensive income | 2,983,897 | 932,544 | 2.051.353 | 220 | % | |||||||||||
| Other comprehensive income | ||||||||||||||||
| Gain (loss) in fair value of Plan Assets | 16,790 | (765,768 | ) | 782,558 | (102 | )% | ||||||||||
| Net comprehensive income | 3,000,687 | 166,776 | 2,833,911 | 1,699 | % | |||||||||||
Revenue
For the three months ended March 31, 2025 compared to March 31, 2024 the Company’s revenues increased by $2,546,656 or 100%. The increase in revenue was primarily a result of the Company’s agency services with respect to insurance policy holders (“Members”) and their health insurance carriers (“customers”).
Operating Expenses
For the three months ended March 31, 2025 compared to March 31, 2024 commission expense decreased by $10,274 or 19%. The decrease in commission expense is the result of a decrease in the amount of new business generated by non-employees during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
For the three months ended March 31, 2025 compared to March 31, 2024 the Company’s enrollment expense increased by $90,234 or 63%. The Company increased the insurance enrollment activities it offered to Members during the three months ended March 31, 2025, which resulted in the increase in enrollment expense.
For the three months ended March 31, 2025 compared to March 31, 2024 the Company’s salaries and wages expense decreased by $88,558 or 12%. The decrease in salaries and wages was a result of a decrease in the Company’s employee headcount.
For the three months ended March 31, 2025 compared to March 31, 2024 the Company’s general and administrative expense decreased by $116,759 or 40%. The decrease in general and administrative was primarily a result of decreased professional expenses ($105,269), legal expenses ($24,907), IT expenses ($15,284), and office expenses ($12,878), offset by an increase in travel and entertainment expense $33,458.
For the three months ended March 31, 2025 compared to March 31, 2024 the Company’s pension expense decreased by $100,042 or 100%. Effective January 1, 2024, the Company’s cash balance plan was frozen and as a result, the participant accounts ceased getting credited with the pay credit. This resulted in a significantly reduced estimated pension expense for the three months ended March 31, 2025.
For the three months ended March 31, 2025 compared to March 31, 2024 related party service fees increased by $120,000 or 98%. The increase in related party service fees was a result of increased agency services performed by the Company.
Net Income
For the three months ended March 31, 2025 compared to March 31, 2024 net income increased by $2,051,353 or 220%. The increase in net income was primarily a result of increased revenues, decreased general and administrative expenses, decreased salaries and wages expense, and decreased pension expense. The increase in revenues was offset by increased related party service fees and increased enrollment expense.
Liquidity and Capital Resources
Liquidity
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of March 31, 2025, the Company had approximately $5,020,000 in cash compared to approximately $2,559,000 at December 31, 2024, an increase of $2,461,000, resulting primarily from increased commission revenues. As of March 31, 2025, the Company had approximately $17,000 in accounts receivable compared to approximately $148,000 at December 31, 2024.
As of March 31, 2025, the Company had total current assets of approximately $5,385,000 and total current liabilities of approximately $1,847,000, or working capital of approximately $3,538,000, compared to total current assets of approximately $3,263,000 and total current liabilities of approximately $2,329,000, or positive working capital of $934,000 at December 31, 2024. This is an increase in working capital of approximately $2,588,000 over the working capital balance at the end of 2024 driven primarily by an increase in cash.
As of March 31, 2025, the Company had undiscounted liabilities in the amount of approximately $1,545,000 relating to the payment of indebtedness due within one year. The Company anticipates meeting its cash obligations on its current indebtedness as of March 31, 2025, primarily through cash generated from operations.
During the three months ended March 31, 2025 and 2024, the Company did not have any capital expenditures. The Company does not expect any significant capital expenditures for the next 12 months as it can continue to grow without any significant capital expenditures.
Cash Flows
Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Net cash provided by operating activities | $ | 2,635,967 | $ | 1,245,531 | ||||
| Net cash provided by investing activities | - | - | ||||||
| Net cash used in financing activities | (398,284 | ) | 126,625 | |||||
| Net increase in cash | $ | 2,237,683 | $ | 1,372,156 | ||||
Change in Cash Flows from Operating Activities The net cash provided by operating activities for the three months ended March 31, 2025, was primarily a result of net income and the decrease in accounts receivable. The net cash provided was offset primarily by the decrease in the liability from premiums due to insurance carriers.
The net cash provided by operating activities for the three months ended March 31, 2024, was primarily a result of the net income, pension expense, and the increased liability from premiums due to insurance carriers. The cash provided was offset by the decrease in the cash balance plan asset
Change in Cash Flows from Investing Activities There were no investing cash flow activities for the three months ended March 31, 2025, and 2024.
Change in Cash Flows from Financing Activities The net cash used by financing activities for the three months ended March 31, 2025, was primarily a result of shareholder dividend distributions.
The net cash provided by financing activities for the three months ended March 31, 2024, was primarily a result of proceeds from the related party note payable, and shareholder contributions; offset by the repayment of the related party note payable and repayment of the revolving line of credit.
Cash Payments for Interest and Income Taxes There were cash payments for interest of $201 and $165 for the three months ended March 31, 2025 and 2024, respectively. There were no cash payments for income taxes during the three months ended March 31, 2025 and 2024.
Critical Accounting Policies and Estimates
The Company’s significant accounting policies are more fully described in the notes to the consolidated financial statements. Those material accounting estimates that we believe are the most critical to an investor’s understanding of the Company’s financial results and condition are discussed immediately below and are particularly important to the portrayal of the financial position and results of operations and require the application of significant judgment by management to determine the appropriate assumptions to be used in the determination of certain estimates.
Income Taxes and Uncertain Tax Positions
Spetner has elected to be taxed as an S corporation as it is an eligible small business corporation. Both nRoll and Benefit Counselors are single member LLCs. Accordingly, all entities are pass-through entities not subject to federal tax. Instead, the income, deductions, credits, and other tax items are passed through to the individual shareholder or members who report these items on their personal tax returns. Accordingly, the consolidated financial statements do not include a provision for income taxes.
Management has evaluated the entities’ tax position and determined that that there are no uncertain positions that require recognition or disclosure in the consolidated financial statements with applicable accounting standards.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606 Revenue from Contracts with Customers which at its core, recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.
The Company focuses primarily on agency services for insurance products in the healthcare and life spaces, Healthcare includes plans for individuals and families, and commercial businesses.
Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires entities to disclose significant segment expenses regularly provided to the CODM. Public entities with a single reporting segment have to provide all disclosures required by ASC 280, including the significant segment expense disclosures. For public business entities, the guidance is effective for annual periods beginning after December 15, 2023. The Company adopted this standard as of January 1, 2024 and it did not have an impact on the consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”), which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The Company adopted this ASU as of January 1, 2023. The adoption did not have a material impact on the Company’s financial statements.
Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
RELIANCE GLOBAL GROUP, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2025
(UNAUDITED)
On September 6, 2024, Reliance Global Group, Inc. (the “Company” or “Reliance”), entered into an amended and restated Stock Exchange Agreement (as further amended on October 29, 2024 and February 20, 2025, (this “Agreement”) among Spetner Associates, Inc., a Missouri corporation (“SAI”); Jonathan Spetner (“Mr. Spetner”) (a “Seller”); and Agudath Israel of America, a New York corporation (“Agudath”) (a “Seller”). Mr. Spetner and Agudath may be referred to herein collectively as (the “Sellers”) and each individually as a “Seller”. Capitalized terms not defined herein, will have the meaning as defined in the Stock Exchange Agreement. Pursuant to the terms of the Stock Exchange Agreement, the Company will acquire from the Sellers certain or all of the issued and outstanding Equity Securities of SAI, all of which are held beneficially and of record by the Sellers. The Sellers represent and warrant that the Sellers hold, jointly, beneficially and of record, and as tenants by the entirety, 100, shares of common stock, par value $1.00 per share of SAI (the “SAI Common Stock”), which shares of SAI Common Stock (the “SAI Shares”) represent 100% of the issued and outstanding Equity Securities of SAI. The Company shall acquire the SAI Shares in two Closings, with the Company to acquire 80% of the SAI Shares, (the “First Closing Shares”) at the First Closing, and with the Company to have the option at the Company’s sole discretion, to acquire the remaining 20% of the SAI Shares, being all the remaining SAI Shares (the “Second Closing Shares”), at the Second Closing to occur on a date prior to the third annual anniversary of the First Closing Date. The aggregate purchase price for the First Closing Shares is $16,050,000, payable through a combination of cash, common stock, par value $0.086 per share, of the Company (the “Company Common Stock”), and promissory notes. The Second Closing Shares purchase price will be equal to the product of ten times 20% of SAI’s final annual EBITDA for the most recent fiscal year ended, prior to the Second Closing.
The First Closing purchase price shall be paid as follows: cash of $6,500,000 (the “Cash Payment”) payable to Mr. Spetner; (ii) a promissory note in the aggregate principal amount of $2,500,000 payable to Agudath, (iii) issuance to the Sellers, jointly, of Company Common Stock up to 9.9% of the total outstanding shares of the Company, and (iv) if required any remaining portion of the First Purchase Price will be paid via the issuance of a promissory note of the Company to Mr. Spetner, as described further in Note 3 to this unaudited pro forma condensed consolidated financial information. The transaction contemplated by The Stock Exchange Agreement, which includes the aforementioned terms’ is referred to herein as the (“Transaction”).
The following unaudited pro forma condensed consolidated financial information is based on the historical consolidated financial statements of the Company and the historical consolidated financial statements of Spetner Associates, Inc. to reflect the planned acquisition of SAI by the Company and the Company’s anticipated financing for the acquisition. We anticipate that the First Closing will be accounted for as a business combination using the authoritative guidance contained in Accounting Standards Codification (ASC) topic 805 Business Combinations (ASC 805) as the Company is obtaining control SAI by virtue of it acquiring 80% of the common stock of SAI. The Transaction accounting adjustments are described below and in the footnotes to the condensed consolidated pro forma financial statements.
The Transaction adjustments reflect management’s preliminary estimates of the fair value of purchase consideration and the fair values of tangible and intangible assets acquired, fair value of the noncontrolling interest and liabilities assumed in the planned acquisition along with the anticipated financing of the acquisition. Since these unaudited pro forma condensed consolidated financial statements have been prepared based on preliminary estimates of the fair value of noncontrolling interest and fair values of assets acquired and liabilities assumed, the actual amounts to be reported in future filings may differ materially from the amounts used in the pro forma condensed consolidated financial statements. The Transaction accounting adjustments also reflect adjustments for certain assets and lines of business that the seller will be excluding from the sale.
The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only, in accordance with Article 11 of Regulation S-X, and are not intended to represent or to be indicative of the results of operations or financial position that the Company would have reported had the planned acquisition been completed as of the dates set forth in the unaudited pro forma condensed consolidated financial statements due to various factors. The unaudited pro forma condensed consolidated statement of financial position does not purport to represent the future financial position of the Company, and the unaudited pro forma condensed consolidated statements of operations do not purport to represent the future results of operations of the Company.
The unaudited pro forma condensed consolidated financial information is presented to illustrate the estimated effects of the planned acquisition and the related financing, and should be read in conjunction with the following:
| i. | The unaudited financial statements and accompanying notes of the Company as of and for the three months ended March 31, 2025 (as contained in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 14, 2025); | |
| ii. | The unaudited financial statements of SAI as of and for the three months ended March 31, 2025, included elsewhere in this filing. |
| F-1 |
RELIANCE GLOBAL GROUP, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Balance Sheets
March 31, 2025
(Unaudited)
| Historical | Pro Forma | |||||||||||||||||
Reliance Global Group, Inc. (As of March 31, 2025) | Spetner Associates, Inc. (As of March 31, 2025) | Transaction Accounting Adjustments | Pro Forma Consolidated (As of March 31, 2025) | |||||||||||||||
| Assets | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 388,379 | $ | 5,019,853 | $ | (3,554,007 | ) | (A) (D) (F) (E) | $ | 1,854,225 | ||||||||
| Restricted cash | 1,423,128 | - | - | 1,423,128 | ||||||||||||||
| Accounts receivable | 973,677 | 16,509 | - | 990,186 | ||||||||||||||
| Accounts receivable, related parties | 8,007 | - | - | 8,007 | ||||||||||||||
| Other receivables | 50,803 | - | - | 50,803 | ||||||||||||||
| Cash balance plan assets | - | 348,847 | - | 348,847 | ||||||||||||||
| Prepaid expenses and other current assets | 1,006,264 | - | (568,856 | ) | (A) | 437,408 | ||||||||||||
| Total current assets | 3,850,258 | 5,385,209 | (4,122,863 | ) | 5,112,604 | |||||||||||||
| Property and equipment, net | 131,209 | 14,532 | (14,532 | ) | (E) | 131,209 | ||||||||||||
| Right-of-use-assets | 1,046,184 | - | - | 1,046,184 | ||||||||||||||
| Intangibles, net | 5,080,945 | - | - | 5,080,945 | ||||||||||||||
| Goodwill & Other identifiable intangibles | 6,693,099 | - | 18,231,298 | (A) (C) (E) | 24,924,397 | |||||||||||||
| Other non-current assets | 21,792 | - | - | 21,792 | ||||||||||||||
| Total Assets | $ | 16,823,487 | $ | 5,399,741 | $ | 14,093,903 | $ | 36,317,131 | ||||||||||
| Liabilities and Stockholders’ equity (deficit) | ||||||||||||||||||
| Current Liabilities | ||||||||||||||||||
| Accounts payable and other accrued liabilities | $ | 1,278,092 | $ | 170,558 | $ | (170,558 | ) | (D) | $ | 1,278,092 | ||||||||
| Short term financing agreements | 9,902 | - | - | 9,902 | ||||||||||||||
| Premiums due - insurance carriers | - | 1,536,563 | (1,536,563 | ) | (D) | - | ||||||||||||
| Current portion of loans payables, related parties | 780,099 | 886 | (886 | ) | (D) | 780,099 | ||||||||||||
| Other payables | 2,930 | - | - | 2,930 | ||||||||||||||
| Current portion of long-term debt | 1,628,802 | 7,829 | (7,829 | ) | (D) | 1,628,802 | ||||||||||||
| Current portion of leases payable | 227,838 | - | - | 227,838 | ||||||||||||||
| Profit Sharing Plan Liability | - | 131,201 | (131,201 | ) | (D) | - | ||||||||||||
| Total current liabilities | 3,927,663 | 1,847,037 | (1,847,037 | ) | 3,927,663 | |||||||||||||
| Long Term Liabilities | ||||||||||||||||||
| Loans payable, related parties, less current portion | 368,122 | - | - | 368,122 | ||||||||||||||
| Long term debt, less current portion | 9,054,371 | 12,493 | (12,493 | ) | (D) | 9,054,371 | ||||||||||||
| Promissory Note Payable to Sellers | - | - | 6,481,144 | (A) | 6,481,144 | |||||||||||||
| Leases payable, less current portion | 856,485 | - | - | 856,485 | ||||||||||||||
| Warrant liabilities | 326 | - | - | 326 | ||||||||||||||
| Total Liabilities | 14,206,967 | 1,859,530 | 4,621,614 | 20,688,111 | ||||||||||||||
| Stockholders’ Equity (deficit) | ||||||||||||||||||
| Preferred stock | - | - | - | - | ||||||||||||||
| Common stock | 255,839 | 100 | 348,078 | (C) (F) | 604,017 | |||||||||||||
| Additional paid in capital | 52,171,112 | 912,359 | 7,739,463 | (C) (F) | 60,822,934 | |||||||||||||
| Retained earnings | (49,810,431 | ) | 2,527,533 | (2,527,533 | ) | (C) | (49,810,431 | ) | ||||||||||
| Accumulated other comprehensive income | - | 100,219 | (100,219 | ) | (C) | - | ||||||||||||
| Total stockholders’ equity (deficit) | 2,616,520 | 3,540,211 | 5,459,789 | 11,616,520 | ||||||||||||||
| Noncontrolling Interest | - | - | 4,012,500 | (A) | 4,012,500 | |||||||||||||
| Total Equity | 2,616,520 | 3,540,211 | 9,472,289 | 15,629,020 | ||||||||||||||
| Total liabilities and stockholder’s equity | $ | 16,823,487 | $ | 5,399,741 | $ | 14,093,903 | $ | 36,317,131 | ||||||||||
| F-2 |
RELIANCE GLOBAL GROUP, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Loss
For the Three Months Ended March 31, 2025
(Unaudited)
| Historical | Pro Forma | |||||||||||||||||
Reliance Global Group, Inc. (For the Three Months Ended March 31, 2025) | Spetner Associates, Inc. (For the Three Months Ended March 31, 2025) | Transaction Accounting Adjustments | Pro Forma Consolidated (For the Three Months Ended March 31, 2025) | |||||||||||||||
| Revenue | ||||||||||||||||||
| Commission income | $ | 4,236,220 | $ | 5,105,532 | $ | (13,134 | ) | (B) | $ | 9,328,618 | ||||||||
| Service and fee income | - | 53,401 | - | (B) | 53,401 | |||||||||||||
| Total revenue | 4,236,220 | 5,158,933 | (13,134 | ) | 9,382,019 | |||||||||||||
| Operating expenses (income) | ||||||||||||||||||
| Commission and enrollment expense | $ | 1,469,427 | $ | 277,213 | $ | - | $ | 1,746,640 | ||||||||||
| Salaries and wages | 2,229,837 | 628,104 | - | 2,857,941 | ||||||||||||||
| General and administrative expenses | 1,516,228 | 171,592 | (44,253 | ) | (B) | 1,643,567 | ||||||||||||
| Marketing and advertising | 67,275 | - | - | 67,275 | ||||||||||||||
| Pension expense | - | 386 | - | 386 | ||||||||||||||
| Related party expenses | - | 243,000 | - | 243,000 | ||||||||||||||
| Depreciation and amortization | 360,595 | 2,565 | - | 363,160 | ||||||||||||||
| Asset impairments | - | - | - | - | ||||||||||||||
| Total operating expenses | 5,643,362 | 1,322,860 | (44,253 | ) | 6,921,969 | |||||||||||||
| Net income (loss) from operations | $ | (1,407,142 | ) | $ | 3,836,073 | $ | 31,119 | $ | 2,460,050 | |||||||||
| Other income (expense) | ||||||||||||||||||
| Interest income (expense) | $ | (300,482 | ) | $ | 27,916 | $ | (13,084 | ) | (B) | $ | (285,650 | ) | ||||||
| Interest related parties | (24,760 | ) | - | - | (24,760 | ) | ||||||||||||
| Charitable contribution expense | - | (880,092 | ) | (303,442 | ) | (B) | (1,183,534 | ) | ||||||||||
| Other income (expense), net | (4,498 | ) | - | - | (4,498 | ) | ||||||||||||
| Recognition and change in fair value of warrant liabilities | - | - | - | - | ||||||||||||||
| Total other income (expense) | $ | (329,740 | ) | $ | (852,176 | ) | $ | (316,526 | ) | $ | (1,498,442 | ) | ||||||
| Income (loss) before provision for income taxes | $ | (1,736,882 | ) | $ | 2,983,897 | $ | (285,407 | ) | $ | 961,608 | ||||||||
| Income tax expense | - | - | - | - | ||||||||||||||
| Net (loss) income | $ | (1,736,882 | ) | $ | 2,983,897 | $ | (285,407 | ) | $ | 961,608 | ||||||||
| Noncontrolling Interest | - | - | (539,698 | ) | (539,698 | ) | ||||||||||||
| Net (loss) income attributed to Reliance Global Group, Inc. | $ | (1,736,882 | ) | $ | 2,983,897 | $ | (825,105 | ) | $ | 421,910 | ||||||||
| Basic income (loss) per share | $ | (0.66 | ) | $ | 0.06 | |||||||||||||
| Diluted income (loss) per share | (0.66 | ) | 0.06 | |||||||||||||||
| Weighted average number of shares outstanding – basic | 2,612,721 | 4,172,550 | 6,785,271 | |||||||||||||||
| Weighted average number of shares outstanding - diluted | 2,612,721 | 4,172,550 | 6,796,027 | |||||||||||||||
| Other comprehensive income | ||||||||||||||||||
| Net income (loss) | $ | (1,736,882 | ) | $ | 2,983,897 | $ | (285,407 | ) | $ | 961,608 | ||||||||
| Gain/loss in FV of Plan Asset | $ | - | $ | 16,790 | $ | - | $ | 16,790 | ||||||||||
| Other comprehensive (loss) income | (1,736,882 | ) | 3,000,687 | (285,407 | ) | 978,398 | ||||||||||||
| Noncontrolling Interest | $ | - | $ | - | $ | 600,137 | $ | 600,137 | ||||||||||
| Net Other comprehensive (loss) income attributed to Reliance Global Group, Inc. | (1,736,882 | ) | 3,000,687 | (885,544 | ) | 378,261 | ||||||||||||
| Non-GAAP Measure* | ||||||||||||||||||
| AEBITDA | $ | 145,407 | $ | 2,958,546 | $ | (272,323 | ) | $ | 2,831,630 | |||||||||
* See below for Non-GAAP Measure disclosures and reconciliation to Net Income.
| F-3 |
Non-GAAP Measure
The Company believes certain financial measures which meet the definition of non-GAAP financial measures, as defined in Regulation G of the SEC rules, provide important supplemental information. Namely our key financial performance metric Adjusted EBITDA (“AEBITDA”) is a non-GAAP financial measure that is not in accordance with, or an alternative to, measures prepared in accordance with GAAP. “AEBITDA” is defined as earnings before interest, taxes, depreciation, and amortization (EBITDA) with additional adjustments as further outlined below, to result in Adjusted EBITDA (“AEBITDA”). The Company considers AEBITDA an important financial metric because it provides a meaningful financial measure of the quality of the Company’s operational, cash impacted and recurring earnings and operating performance across reporting periods. Other companies may calculate Adjusted EBITDA differently than we do, which might limit its usefulness as a comparative measure to other companies in the industry. AEBITDA is used by management in addition to and in conjunction (and not as a substitute) with the results presented in accordance with GAAP. Management uses AEBITDA to evaluate the Company’s operational performance, including earnings across reporting periods and the merits for implementing cost-cutting measures. We have presented AEBITDA solely as supplemental disclosure because we believe it allows for a more complete analysis of results of operations and assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. A description of such information is provided below herein and tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained below.
We exclude the following items, and the following items define our non-GAAP financial measure AEBITDA:
| ● | Interest and related party interest expense: Unrelated to core Company operations and excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Depreciation and amortization: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Goodwill and/or asset impairment: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Equity-based compensation: Non-cash compensation provided to employees and service providers, excluded to provide more meaningful supplemental information regarding the Company’s core cash impacted operational performance. | |
| ● | Change in estimated acquisition earn-out payables: An Earn-out liability is a liability to the seller upon an acquisition which is contingent on future earnings. These liabilities are valued at each reporting period and the changes are reported as either a gain or loss in the change in estimated acquisition earn-out payables account in the consolidated statements of operations. The gain or loss is non-cash, can be highly volatile and overall is not deemed relevant to ongoing operations, thus, it’s excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Recognition and change in fair value of warrant liabilities: This account includes changes to derivative warrant liabilities which are valued at each reporting period and could result in either a gain or loss. The period changes do not impact on cash, can be highly volatile, and are unrelated to ongoing operations, and thus are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Other income, net: This account includes non-routine and/or non-core operating income or expenses and other individually de minimis items and is thus excluded as unrelated to core operations of the company. | |
| ● | Transactional costs: This includes expenses related to mergers, acquisitions, financing and refinancings, and amendments or modifications to indebtedness. Thes costs are unrelated to primary Company operations and are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Non-standard costs: This account includes non-standard non-operational items, related to costs incurred for a legal suit the Company has filed against one of the third parties involved in the discontinued operations and was excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Loss from discontinued operations before tax: This account includes the net results from discontinued operations, and since discontinued, are unrelated to the Company’s ongoing operations and thus excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. |
| F-4 |
Non-GAAP Reconciliation from Net (Loss) Income to AEBITDA
The following table provides a reconciliation from net loss to AEBITDA for the three months ended March 31, 2025.
RELIANCE GLOBAL GROUP, INC. AND SUBSIDIARIES
Non-GAAP Net (Loss) to AEBITDA
For the Three Months Ended March 31, 2025
(Unaudited)
| Three Months Ended | ||||||||||||||||
| March 31, 2024 | ||||||||||||||||
| Per 10Q | ||||||||||||||||
Reliance Global Group, Inc. (For the Three Months Ended March 31, 2025) | Spetner Associates, Inc. (For the Three Months Ended March 31, 2025) | Transaction Accounting Adjustments | Pro Forma Consolidated (For the Three Months Ended March 31, 2025) | |||||||||||||
| Net loss | $ | (1,736,882 | ) | $ | 2,983,897 | $ | (285,407 | ) | $ | 961,608 | ||||||
| Adjustments: | ||||||||||||||||
| Interest and related party interest expense | 325,242 | (27,916 | ) | 13,084 | 310,410 | |||||||||||
| Depreciation and amortization | 360,595 | 2,565 | - | 363,160 | ||||||||||||
| Equity-based compensation to employees, directors and service providers | 1,024,985 | - | - | 1,024,985 | ||||||||||||
| Transactional costs | 143,187 | - | - | 143,187 | ||||||||||||
| Nonrecurring costs | 28,280 | - | - | 28,280 | ||||||||||||
| Total adjustments | $ | 1,882,289 | $ | (25,351 | ) | $ | 13,084 | $ | 1,870,022 | |||||||
| AEBITDA | $ | 145,407 | $ | 2,958,546 | $ | (272,323 | ) | $ | 2,831,630 | |||||||
| F-5 |
RELIANCE GLOBAL GROUP, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2024
(UNAUDITED)
NOTE 1 — BASIS OF PRO FORMA PRESENTATION
The unaudited pro forma condensed consolidated financial information has been prepared by Reliance Global Group, Inc. (the “Company”) in connection with the Company’s acquisition of Spetner Associate, Inc.(“SAI”). On September 6, 2024, the Company and the shareholders of SAI entered into an amended and restated Stock Exchange Agreement, as amended on October 29, 2024 and February 20, 2025 (the “Stock Exchange Agreement”), pursuant to which the Company agreed to purchase, and the Shareholders of SAI agreed to sell 100% of the shares of SAI. The Transaction may be executed in two closings: In the First Closing the company will acquire 80% of the outstanding shares of SAI with the option to purchase the remaining 20% within three years. As the acquisition of the 80% of the outstanding shares represents a controlling financial interest in SAI, the Company will account for the First Closing as a business combination in accordance with the authoritative guidance contained in Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Under the guidance in ASC 805, the purchase consideration, the assets acquired, the liabilities assumed and the noncontrolling interest in the acquired entity are measured at fair value. Any excess of the purchase consideration and noncontrolling interest is recognized as goodwill.
The unaudited condensed consolidated pro forma financial information and related notes were prepared in accordance with Article 11 of Regulation S-X and are based on the historical consolidated financial statements of the Company and the historical consolidated financial statements of Spetner, as adjusted to give effect to the Transaction accounting adjustments described below.
The Transaction accounting adjustments to the pro forma statement of earnings have been prepared as if the Transaction occurred on January 1, 2025. The Transaction accounting adjustments to the pro forma balance sheet have been prepared as if the Transaction occurred on March 31, 2025. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed consolidated financial statements in accordance with Article 11 of Regulation S-X as amended. The pro forma adjustments are based on currently available information and certain estimates and assumptions, and therefore the actual effect of these Transactions may differ from the pro forma adjustments.
The Company’s and SAI’s historical financial statements were prepared in accordance with U.S. GAAP.
The accompanying unaudited pro forma condensed consolidated financial information and related notes were prepared using the acquisition method of accounting in accordance with (“ASC 805”), with the Company considered the accounting acquirer of SAI. ASC 805 requires, among other things, that the assets acquired, and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed consolidated balance sheet, the purchase price consideration has been allocated to the assets acquired and liabilities assumed of SAI based upon management’s preliminary estimate of their fair values as of March 31, 2025. The excess of the purchase price consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Accordingly, the purchase price allocation and related adjustments reflected in the unaudited pro forma condensed consolidated financial information are preliminary and subject to adjustment based on a final determination of fair value. The purchase price consideration as well as the estimated fair values of the assets and liabilities will be updated and finalized as soon as practicable, but no later than one year from the closing of the acquisition.
The transaction accounting adjustments are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and does not purport to represent or be indicative of the consolidated results of operations or financial condition of the Company had the Transactions been completed as of the dates presented and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity.
| F-6 |
NOTE 2 —ACCOUNTING POLICIES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma consolidated financial statements do not reflect any differences in accounting policies. The Company has completed the review of SAI’s accounting policies and has concluded that differences between the accounting policies of the two companies are not material. Following the acquisition date, the Company will conduct a final review of the accounting policies of Spetner to determine if differences in accounting policies require adjustment. As a result of this review, the Company may identify differences that when adjusted, could have a material impact on this unaudited pro forma condensed consolidated financial information.
NOTE 3 —ESTIMATED PRELIMINARY PURCHASE CONSIDERATIONS
The aggregate value of the purchase price is approximately $16.0 million based on the agreed upon amended and restated agreement on February 20, 2025.
The table below presents the fair value of the total estimated preliminary purchase consideration to the stated First Closing Purchase Price per Agreement, as defined in the Stock Exchange Agreement, as amended.
| Amount | ||||
| Initial cash payment | $ | 6,500,000 | ||
| Promissory note payable to seller consideration at closing | 6,481,144 | |||
| Prepayment of common stock | 568,856 | |||
| Agudath promissory note (planned payment at closing) | 2,500,000 | |||
| Total preliminary purchase price for allocation per agreement | $ | 16,050,000 | ||
| F-7 |
NOTE 4 — TRANSACTION ACCOUNTING ADJUSTMENTS TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The Transaction accounting adjustments included in the unaudited pro forma consolidated balance sheet as of March 31, 2025, and the unaudited pro forma statement of operations for the three months ended March 31, 2025 are as follows:
| A. | Purchase consideration based on US GAAP |
The Company expects to record a combination of cash payments, promissory notes, and common stock equity issuances as defined in the Stock Exchange Agreement. The Transaction reflects the purchase consideration, and the preliminary allocation of the assets acquired, and liabilities assumed based on their fair values on the acquisition date. The purchase consideration constitutes the following: an Initial Cash Payment of $6.5 million, the Agudath note of $2.5 million, the prepayment of Company Common Stock with an approximate value of $569,000 and an expected issuance of a promissory note to the Sellers with an estimated value of $6.5 million, resulting in an aggregate combined purchase value of $16.0 million (the “Purchase Consideration”) in exchange for 80% of the equity interests in Spetner. Total value of the entity is estimated at approximately $20.0 million, including the non-controlling interest, approximately at $4.0 million.
The table below presents the fair value of the total estimated preliminary purchase consideration to the stated First Closing Purchase Price, as defined in the Stock Exchange Agreement.
| Amount | ||||
| Initial cash payment | $ | 6,500,000 | ||
| Promissory note payable to seller consideration at closing | 6,481,144 | |||
| Prepayment of common shares | 568,856 | |||
| Agudath promissory note | 2,500,000 | |||
| Total preliminary purchase price for allocation per agreement | $ | 16,050,000 | ||
The Company expects to account for the SAI acquisition as a business combination using acquisition accounting. The purchase consideration is as follows:
| March 31, 2025 | ||||
| Cash and cash equivalents to Seller | $ | 6,500,000 | ||
| Promissory note payable to sellers | 6,481,144 | |||
| Prepayment of common stock | 568,856 | |||
| Agudath promissory note | 2,500,000 | |||
| Noncontrolling interest | 4,012,500 | |||
| Total preliminary purchase consideration & noncontrolling interest | $ | 20,062,500 | ||
The Company recorded all its tangible and intangible assets and its liabilities at their preliminary estimated fair values on the acquisition date. The following represents the allocation of the estimated purchase consideration as if the Transaction had occurred on March 31, 2024:
| March 31, 2025 | ||||
| Assets acquired | ||||
| Cash | $ | 1,465,846 | ||
| Accounts receivable, net | 16,509 | |||
| Cash balance plan assets | 348,847 | |||
| Total assets acquired | 1,831,202 | |||
| Goodwill and intangible assets | 18,231,298 | |||
| Net fair value of assets acquired | $ | 20,062,500 | ||
| F-8 |
| B. | Adjustments to Statement of Operations for Lines of business not acquired |
The adjustments reflect the lines of businesses included in the respective historical financial statement balances of SAI’s statement of operations for the three months ended March 31, 2025, that the Company is not acquiring as part of the stock exchange agreement. Therefore, the following allocations of revenue and expense balances were removed from our historical balances for SAI.
| March 31, 2025 | ||||
| Transaction Accounting Adjustments | ||||
| Revenue | ||||
| Commission income | $ | (13,134 | ) | |
| Total revenue | (13,134 | ) | ||
| Operating expenses (income) | ||||
| General and administrative expenses | $ | (44,253 | ) | |
| Total operating expenses | (44,253 | ) | ||
| Other income (expense) | ||||
| Interest expense | $ | (13,084 | ) | |
| Charitable contribution expense | (303,442 | ) | ||
| Total other income (expense) | $ | (316,526 | ) | |
| C. | Elimination of Historical SAI Equity Balance |
The pro forma financial statements account for the SAI acquisition as a business combination in accordance with ASC 805 - Business Combinations, with the Company treated as the accounting acquirer and SAI treated as the accounting acquiree. As the accounting acquiree, SAI’s legal capital was eliminated, and the Company has acquired SAI’s assets and assumed SAI’s liabilities (if any). Therefore, the transaction adjustment eliminates the historical Equity balance of SAI to Additional paid in capital.
| March 31, 2025 | ||||
| Common Stock | $ | (100 | ) | |
| Additional paid-in capital | (912,359 | ) | ||
| Retained Earnings | (2,527,533 | ) | ||
| Accumulated other comprehensive income | (100,219 | ) | ||
| Total equity elimination | $ | (3,540,211 | ) | |
| F-9 |
| D. | Settlement of Liabilities accounting adjustments |
The adjustment reflects the settlement of SAI liabilities, as required by the Stock Exchange Agreement by reducing cash recognized in SAI’s historical audited balance sheet as of March 31, 2025. Accordingly, the following liability balances were assumed to be settled.
| March 31, 2025 | ||||
| Cash and cash equivalents | $ | 5,019,853 | ||
| Liability Settlement | ||||
| Accounts payable and other accrued liabilities | $ | 170,558 | ||
| Premiums due - insurance carriers | 1,536,563 | |||
| Current portion of loans payable, related parties | 886 | |||
| Current portion of long-term debt | 7,829 | |||
| Long term debt, less current portion | 12,493 | |||
| Profit Sharing Plan Liability | 131,201 | |||
| 1,859,530 | ||||
| Remaining Cash and cash equivalents | $ | 3,160,323 | ||
| E. | Distribution to Share Holder’s – Purchase of Asset accounting adjustments |
This adjustment reflects the net book value of $14,532 for an automobile that SAI will distribute to a shareholder prior to acquisition in accordance with the terms of the Share Exchange Agreement. The Share Exchange Agreement also states that SAI shall be purchased with a certain amount of cash and cash equivalents for working capital purposes. The adjustment reflects $1,694,477 in cash that SAI will distribute to a shareholder prior to the acquisition in order to align the SAI cash and cash equivalents with the estimated working capital amount of cash and cash equivalents.
| F-10 |
| F. | Adjustment to reflect proposed financing for the transaction. |
The adjustment gives effect to the assumed issuance and sale of 4,048,583 shares of Company common stock offered by us in this offering at an assumed public offering price of $2.470 per share, after deducting the underwriting discount of 8% and offering expenses of $200,000 payable by us and assuming no exercise by the underwriters of their option to purchase additional shares. Calculated as follows:
| Proceeds from offering | Proceeds from Offering | |||
| Shares Sold (assumed) | 4,048,583 | |||
| Estimated Price (assumed) | $ | 2.470 | ||
| Gross Proceeds | $ | 10,000,000 | ||
| Less Offering Costs: | ||||
| Underwriting Discount | $ | 800,000 | ||
| Expenses payable by Reliance | 200,000 | |||
| Total offering costs | 1,000,000 | |||
| Net Proceeds | $ | 9,000,000 | ||
| Allocation to Common Stock: | ||||
| Par Value | $ | 348,178 | ||
| Additional Paid in capital | 8,651,822 | |||
| $ | 9,000,000 | |||
| G. | Non-Controlling Interest |
The Company is acquiring 80% of SAI in the first closing therefore, a pro forma adjustment to reflect the non-controlling interest in the income of SAI as adjusted for the Transaction Accounting Adjustments. The calculation follows:
| Spetner Associate, Inc. | Three Months Ended March 31, 2025 | |||
| Historical net income | $ | 2,983,897 | ||
| Transaction Accounting Adjustments | (285,407 | ) | ||
| Pro forma net income of SAI | 2,698,490 | |||
| Percent attributable to non-controlling interest | $ | 20 | % | |
| Income allocated to non-controlling Interest | $ | 539,698 | ||
| F-11 |
NOTE 5 — PRO FORMA NET LOSS PER SHARE
The pro forma basic and diluted net income (loss) per share amounts were calculated using the Company’s historical weighted average common shares outstanding for the three months ended March 31, 2025, adjusted for incremental shares issued or to be issued by the Company in connection with the transactions described herein. The following table presents the computation of pro forma basic net income per share:
| March 31, | ||||
| 2025 | ||||
| Numerator: | ||||
| Net income continuing operations | ||||
| Pro forma net income from continuing operations attributable to Reliance | $ | 421,910 | ||
| Income from continuing operations numerator | 421,910 | |||
| Denominator: | ||||
| Weighted average common shares outstanding, as reported | 2,612,721 | |||
| Incremental Shares: | ||||
| Additional shares issued by the Company | 123,967 | |||
| Offering shares | 4,048,583 | |||
| Incremental shares pro forma | 4,172,550 | |||
| Pro Forma Weighted average common shares outstanding (basic and diluted) | 6,785,271 | |||
| Pro forma basic net income per share continuing operations | $ | 0.06 | ||
The following table presents the computation of pro forma diluted net income per share:
| March 31, | ||||
| 2025 | ||||
| Numerator: | ||||
| Net loss continuing operations | ||||
| Pro forma net income from continuing operations attributable to Reliance | $ | 421,910 | ||
| Income from continuing operations numerator | 421,910 | |||
| Denominator: | ||||
| Weighted average common shares outstanding, as reported | 2,612,721 | |||
| Incremental Shares: | ||||
| Additional shares issued by the Company | 123,967 | |||
| Offering shares | 4,048,583 | |||
| Effect of potentially dilutive common stock options | 16 | |||
| Effect of potentially dilutive Series A warrants | 6,647 | |||
| Effect of potentially dilutive Series B related PAW | 959 | |||
| Effect of potentially dilutive Series G related PA Warrants | 3,096 | |||
| Effect of potentially dilutive unvested stock | 39 | |||
| Incremental shares pro forma | 4,183,307 | |||
| Pro Forma Weighted average common shares outstanding (basic and diluted) | 6,796,028 | |||
| Pro forma basic net income per share continuing operations | $ | 0.06 | ||
NOTE 6 — INCOME TAXES
The pro forma condensed consolidated financial statements do not include an income tax provision as it is more likely than not that the Company will not be able to utilize the loss carry forwards. Reliance is subject to U.S. federal income tax and various state tax jurisdictions. The Company and its U.S. subsidiaries file a consolidated federal income tax return and is taxed as a C-Corporation, whereby it is subject to federal and state income taxes.
| F-12 |
Exhibit 99.5
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
RELIANCE GLOBAL GROUP, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024
(UNAUDITED)
On September 6, 2024, Reliance Global Group, Inc. (the “Company” or “Reliance”), entered into an amended and restated Stock Exchange Agreement (as further amended on October 29, 2024 and February 20, 2025, (this “Agreement”) among Spetner Associates, Inc., a Missouri corporation (“SAI”); Jonathan Spetner (“Mr. Spetner”) (a “Seller”); and Agudath Israel of America, a New York corporation (“Agudath”) (a “Seller”). Mr. Spetner and Agudath may be referred to herein collectively as (the “Sellers”) and each individually as a “Seller”. Capitalized terms not defined herein, will have the meaning as defined in the Stock Exchange Agreement. Pursuant to the terms of the Stock Exchange Agreement, the Company will acquire from the Sellers certain or all of the issued and outstanding Equity Securities of SAI, all of which are held beneficially and of record by the Sellers. The Sellers represent and warrant that the Sellers hold, jointly, beneficially and of record, and as tenants by the entirety, 100, shares of common stock, par value $1.00 per share of SAI (the “SAI Common Stock”), which shares of SAI Common Stock (the “SAI Shares”) represent 100% of the issued and outstanding Equity Securities of SAI. The Company shall acquire the SAI Shares in two Closings, with the Company to acquire 80% of the SAI Shares, (the “First Closing Shares”) at the First Closing, and with the Company to have the option at the Company’s sole discretion, to acquire the remaining 20% of the SAI Shares, being all the remaining SAI Shares (the “Second Closing Shares”), at the Second Closing to occur on a date prior to the third annual anniversary of the First Closing Date. The aggregate purchase price for the First Closing Shares is $16,050,000, payable through a combination of cash, common stock, par value $0.086 per share, of the Company (the “Company Common Stock”), and promissory notes. The Second Closing Shares purchase price will be equal to the product of ten times 20% of SAI’s final annual EBITDA for the most recent fiscal year ended, prior to the Second Closing.
The First Closing purchase price shall be paid as follows: cash of $6,500,000 (the “Cash Payment”) payable to Mr. Spetner; (ii) a promissory note in the aggregate principal amount of $2,500,000 payable to Agudath, (iii) issuance to the Sellers, jointly, of Company Common Stock up to 9.9% of the total outstanding shares of the Company, and (iv) if required any remaining portion of the First Purchase Price will be paid via the issuance of a promissory note of the Company to Mr. Spetner, as described further in Note 3 to this unaudited pro forma condensed consolidated financial information. The transaction contemplated by The Stock Exchange Agreement, which includes the aforementioned terms’ is referred to herein as the (“Transaction”).
The following unaudited pro forma condensed consolidated financial information is based on the historical consolidated financial statements of the Company and the historical consolidated financial statements of Spetner Associates, Inc. to reflect the planned acquisition of SAI by the Company and the Company’s anticipated financing for the acquisition. We anticipate that the First Closing will be accounted for as a business combination using the authoritative guidance contained in Accounting Standards Codification (ASC) topic 805 Business Combinations (ASC 805) as the Company is obtaining control SAI by virtue of it acquiring 80% of the common stock of SAI. The Transaction accounting adjustments are described below and in the footnotes to the condensed consolidated pro forma financial statements.
The Transaction adjustments reflect management’s preliminary estimates of the fair value of purchase consideration and the fair values of tangible and intangible assets acquired, fair value of the noncontrolling interest and liabilities assumed in the planned acquisition along with the anticipated financing of the acquisition. Since these unaudited pro forma condensed consolidated financial statements have been prepared based on preliminary estimates of the fair value of noncontrolling interest and fair values of assets acquired and liabilities assumed, the actual amounts to be reported in future filings may differ materially from the amounts used in the pro forma condensed consolidated financial statements. The Transaction accounting adjustments also reflect adjustments for certain assets and lines of business that the seller will be excluding from the sale.
The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only, in accordance with Article 11 of Regulation S-X, and are not intended to represent or to be indicative of the results of operations or financial position that the Company would have reported had the planned acquisition been completed as of the dates set forth in the unaudited pro forma condensed consolidated financial statements due to various factors. The unaudited pro forma condensed consolidated statement of financial position does not purport to represent the future financial position of the Company, and the unaudited pro forma condensed consolidated statements of operations do not purport to represent the future results of operations of the Company.
The unaudited pro forma condensed consolidated financial information is presented to illustrate the estimated effects of the planned acquisition and the related financing, and should be read in conjunction with the following:
| i. | The audited financial statements and accompanying notes of the Company as of and for the fiscal year ended December 31, 2024 (as contained in its Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 7, 2025); | |
| ii. | The audited financial statements of SAI as of and for the year ended December 31, 2024, included elsewhere in this prospectus. |
| F-1 |
RELIANCE GLOBAL GROUP, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Balance Sheets
December 31, 2024
(Unaudited)
| Historical | Pro Forma | |||||||||||||||||
Reliance Global Group, Inc. (As of December 31, 2024) | Spetner Associates, Inc. (As of December 31, 2024) | Transaction Accounting Adjustments | Pro Forma Consolidated (As of December 31, 2024) | |||||||||||||||
| Assets | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 372,695 | $ | 2,782,170 | $ | (2,343,941 | ) | (A) (D) (F) | $ | 810,924 | ||||||||
| Restricted cash | 1,424,999 | - | - | 1,424,999 | ||||||||||||||
| Accounts receivable | 1,460,314 | 148,249 | - | 1,608,563 | ||||||||||||||
| Accounts receivable, related parties | 7,813 | - | - | 7,813 | ||||||||||||||
| Other receivables | 42,184 | - | 42,184 | |||||||||||||||
| Cash balance plan assets | - | 332,443 | - | 332,443 | ||||||||||||||
| Prepaid expenses and other current assets | 681,450 | - | (329,431 | ) | 352,019 | |||||||||||||
| Total current assets | 3,989,455 | 3,262,862 | (2,673,372 | ) | 4,578,945 | |||||||||||||
| Property and equipment, net | 133,908 | 17,097 | (17,097 | ) | (E) | 133,908 | ||||||||||||
| Right-of-use-assets | 1,052,926 | - | - | 1,052,926 | ||||||||||||||
| Intangibles, net | 5,423,897 | - | - | 5,423,897 | ||||||||||||||
| Goodwill & Other identifiable intangibles | 6,693,099 | - | 19,143,579 | (A) | 25,836,678 | |||||||||||||
| Other non-current assets | 21,792 | - | - | 21,792 | ||||||||||||||
| Total Assets | $ | 17,315,077 | $ | 3,279,959 | $ | 16,453,110 | $ | 37,048,146 | ||||||||||
| Liabilities and Stockholders’ equity (deficit) | ||||||||||||||||||
| Current Liabilities | ||||||||||||||||||
| Accounts payable and other accrued liabilities | $ | 1,186,968 | $ | 123,692 | $ | (123,692 | ) | (D) | $ | 1,186,968 | ||||||||
| Short term financing agreements | 58,829 | - | - | 58,829 | ||||||||||||||
| Premiums due - insurance carriers | - | 2,066,050 | (2,066,050 | ) | (D) | - | ||||||||||||
| Current portion of loans payables, related parties | 453,177 | 711 | (711 | ) | 453,177 | |||||||||||||
| Other payables | 38,814 | - | - | 38,814 | ||||||||||||||
| Current portion of long-term debt | 1,591,919 | 7,829 | (7,829 | ) | (D) | 1,591,919 | ||||||||||||
| Current portion of leases payable | 244,057 | - | - | 244,057 | ||||||||||||||
| Profit Sharing Plan Liability | - | 131,201 | (131,201 | ) | (D) | - | ||||||||||||
| Total current liabilities | 3,573,764 | 2,329,483 | (2,329,483 | ) | 3,573,764 | |||||||||||||
| Long Term Liabilities | ||||||||||||||||||
| Loans payable, related parties, less current portion | 428,052 | - | - | 428,052 | ||||||||||||||
| Long term debt, less current portion | 9,468,400 | 14,458 | (14,458 | ) | (D) | 9,468,400 | ||||||||||||
| Promissory Note Payable to Sellers | - | - | 6,481,144 | (A) | 6,481,144 | |||||||||||||
| Leases payable, less current portion | 847,293 | - | - | 847,293 | ||||||||||||||
| Warrant liabilities | 326 | - | - | 326 | ||||||||||||||
| Total Liabilities | 14,317,835 | 2,343,941 | 4,137,203 | 20,798,979 | ||||||||||||||
| Stockholders’ Equity (deficit) | ||||||||||||||||||
| Preferred stock | - | - | - | - | ||||||||||||||
| Common stock | 193,484 | 100 | 348,078 | (A) (C) (F) | 541,662 | |||||||||||||
| Additional paid in capital | 50,877,307 | 912,359 | 7,978,888 | (A) (C) (E) (F) | 59,768,554 | |||||||||||||
| Retained earnings | (48,073,549 | ) | (59,870 | ) | 59,870 | (C) | (48,073,549 | ) | ||||||||||
| Accumulated other comprehensive income | - | 83,429 | (83,429 | ) | (C) | - | ||||||||||||
| Total stockholders’ equity (deficit) | 2,997,242 | 936,018 | 8,303,407 | (C) | 12,236,667 | |||||||||||||
| Noncontrolling Interest | - | - | 4,012,500 | (A) | 4,012,500 | |||||||||||||
| Total Equity | 2,997,242 | 936,018 | 12,315,907 | 16,249,167 | ||||||||||||||
| Total liabilities and stockholder’s equity | $ | 17,315,077 | $ | 3,279,959 | $ | 16,453,110 | $ | 37,048,146 | ||||||||||
| F-2 |
RELIANCE GLOBAL GROUP, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Loss
For the Year Ended December 31, 2024
(Unaudited)
| Historical | Pro Forma | |||||||||||||||||
Reliance Global Group, Inc. (For the year ended December 31, 2024) | Spetner Associates, Inc. (For the year ended December 31, 2024) | Transaction Accounting Adjustments | Pro Forma Consolidated (For the year ended December 31, 2024) | |||||||||||||||
| Revenue | ||||||||||||||||||
| Commission income | $ | 14,054,361 | $ | 14,261,944 | $ | (186,254 | ) | (B) | $ | 28,130,051 | ||||||||
| Service and fee income | - | 412,178 | (27,670 | ) | (B) | 384,508 | ||||||||||||
| Total revenue | 14,054,361 | 14,674,122 | (213,924 | ) | 28,514,559 | |||||||||||||
| Operating expenses (income) | ||||||||||||||||||
| Commission and enrollment expense | $ | 4,189,599 | $ | 1,309,186 | $ | (5,733 | ) | (B) | $ | 5,493,052 | ||||||||
| Salaries and wages | 7,226,810 | 3,516,128 | (557,261 | ) | (B) | 10,185,677 | ||||||||||||
| General and administrative expenses | 4,219,635 | 1,444,369 | (722,992 | ) | (B) | 4,941,012 | ||||||||||||
| Marketing and advertising | 357,697 | - | - | 357,697 | ||||||||||||||
| Pension expense | - | 1,542 | - | 1,542 | ||||||||||||||
| Related party expenses | - | 789,000 | - | 789,000 | ||||||||||||||
| Change in estimated acquisition earn-out payables | 47,761 | - | - | 47,761 | ||||||||||||||
| Depreciation and amortization | 1,786,068 | 10,258 | - | 1,796,326 | ||||||||||||||
| Asset impairments | 3,922,110 | - | - | 3,922,110 | ||||||||||||||
| Total operating expenses | 21,749,680 | 7,070,483 | (1,285,986 | ) | 27,534,177 | |||||||||||||
| Net income (loss) from operations | $ | (7,695,319 | ) | $ | 7,603,639 | $ | 1,072,062 | $ | 980,382 | |||||||||
| Other income (expense) | ||||||||||||||||||
| Interest income (expense) | $ | (1,442,808 | ) | $ | 129,500 | $ | (25,804 | ) | (B) | $ | (1,339,112 | ) | ||||||
| Interest related parties | (140,802 | ) | - | - | (140,802 | ) | ||||||||||||
| Charitable contribution expense | - | (5,588,474 | ) | 2,308,735 | (B) | (3,279,739 | ) | |||||||||||
| Other income (expense), net | 51,345 | - | - | 51,345 | ||||||||||||||
| Recognition and change in fair value of warrant liabilities | 156,000 | - | - | 156,000 | ||||||||||||||
| Total other income (expense) | $ | (1,376,265 | ) | $ | (5,458,974 | ) | $ | 2,282,931 | $ | (4,552,308 | ) | |||||||
| Income (loss) before provision for income taxes | $ | (9,071,584 | ) | $ | 2,144,665 | $ | 3,354,993 | $ | (3,571,926 | ) | ||||||||
| Income tax expense | - | - | - | - | ||||||||||||||
| Net (loss) income | $ | (9,071,584 | ) | $ | 2,144,665 | $ | 3,354,993 | $ | (3,571,926 | ) | ||||||||
| Noncontrolling Interest | - | (1,099,932 | ) | (G) | (1,099,932 | ) | ||||||||||||
| Net (loss) income attributed to Reliance Global Group, Inc. | $ | (9,071,584 | ) | $ | 2,144,665 | $ | 2,255,061 | $ | (4,671,858 | ) | ||||||||
| Basic and diluted loss per share | $ | (9.01 | ) | $ | (0.73 | ) | ||||||||||||
| Weighted average number of shares outstanding | 1,007,020 | 5,380,156 | 6,387,176 | |||||||||||||||
| Other comprehensive income | ||||||||||||||||||
| Net income (loss) | $ | (9,071,584 | ) | $ | 2,144,665 | $ | 3,354,993 | $ | (3,571,926 | ) | ||||||||
| Gain/loss in FV of Plan Asset | $ | - | $ | (726,615 | ) | $ | - | $ | (726,615 | ) | ||||||||
| Other comprehensive (loss) income | (9,071,584 | ) | 1,418,050 | 3,354,993 | (2,845,311 | ) | ||||||||||||
| Noncontrolling Interest | $ | - | $ | $ | 283,610 | $ | 283,610 | |||||||||||
| Net Other comprehensive (loss) income attributed to Reliance Global Group, Inc. | (9,071,584 | ) | 1,418,050 | 3,071,383 | (2,561,701 | ) | ||||||||||||
| Non-GAAP Measure* | ||||||||||||||||||
| AEBITDA | $ | (321,224 | ) | $ | 2,025,423 | $ | 3,380,797 | $ | 5,084,996 | |||||||||
* See below for Non-GAAP Measure disclosures and reconciliation to Net Income.
| F-3 |
Non-GAAP Measure
The Company believes certain financial measures which meet the definition of non-GAAP financial measures, as defined in Regulation G of the SEC rules, provide important supplemental information. Namely our key financial performance metric Adjusted EBITDA (“AEBITDA”) is a non-GAAP financial measure that is not in accordance with, or an alternative to, measures prepared in accordance with GAAP. “AEBITDA” is defined as earnings before interest, taxes, depreciation, and amortization (EBITDA) with additional adjustments as further outlined below, to result in Adjusted EBITDA (“AEBITDA”). The Company considers AEBITDA an important financial metric because it provides a meaningful financial measure of the quality of the Company’s operational, cash impacted and recurring earnings and operating performance across reporting periods. Other companies may calculate Adjusted EBITDA differently than we do, which might limit its usefulness as a comparative measure to other companies in the industry. AEBITDA is used by management in addition to and in conjunction (and not as a substitute) with the results presented in accordance with GAAP. Management uses AEBITDA to evaluate the Company’s operational performance, including earnings across reporting periods and the merits for implementing cost-cutting measures. We have presented AEBITDA solely as supplemental disclosure because we believe it allows for a more complete analysis of results of operations and assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. A description of such information is provided below herein and tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained below.
We exclude the following items, and the following items define our non-GAAP financial measure AEBITDA:
| ● | Interest and related party interest expense: Unrelated to core Company operations and excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Depreciation and amortization: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Goodwill and/or asset impairment: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Equity-based compensation: Non-cash compensation provided to employees and service providers, excluded to provide more meaningful supplemental information regarding the Company’s core cash impacted operational performance. | |
| ● | Change in estimated acquisition earn-out payables: An Earn-out liability is a liability to the seller upon an acquisition which is contingent on future earnings. These liabilities are valued at each reporting period and the changes are reported as either a gain or loss in the change in estimated acquisition earn-out payables account in the consolidated statements of operations. The gain or loss is non-cash, can be highly volatile and overall is not deemed relevant to ongoing operations, thus, it’s excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Recognition and change in fair value of warrant liabilities: This account includes changes to derivative warrant liabilities which are valued at each reporting period and could result in either a gain or loss. The period changes do not impact on cash, can be highly volatile, and are unrelated to ongoing operations, and thus are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Other income, net: This account includes non-routine and/or non-core operating income or expenses and other individually de minimis items and is thus excluded as unrelated to core operations of the company. | |
| ● | Transactional costs: This includes expenses related to mergers, acquisitions, financing and refinancings, and amendments or modifications to indebtedness. Thes costs are unrelated to primary Company operations and are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Non-standard costs: This account includes non-standard non-operational items, related to costs incurred for a legal suit the Company has filed against one of the third parties involved in the discontinued operations and was excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. | |
| ● | Loss from discontinued operations before tax: This account includes the net results from discontinued operations, and since discontinued, are unrelated to the Company’s ongoing operations and thus excluded to provide more meaningful supplemental information regarding the Company’s core operational performance. |
| F-4 |
Non-GAAP Reconciliation from Net (Loss) Income to AEBITDA
The following table provides a reconciliation from net loss to AEBITDA for the year ended December 31, 2024.
RELIANCE GLOBAL GROUP, INC. AND SUBSIDIARIES
Non-GAAP Net (Loss) to AEBITDA
For the Year Ended December 31, 2024
(Unaudited)
| Year Ended | ||||||||||||||||
| December 31, 2024 | ||||||||||||||||
| Per 10K | ||||||||||||||||
Reliance Global Group, Inc. (For the year ended December 31, 2024) | Spetner Associates, Inc. (For the year ended December 31, 2024) | Transaction Accounting Adjustments | Pro Forma Consolidated (For the year ended December 31, 2024) | |||||||||||||
| Net loss | $ | (9,071,584 | ) | $ | 2,144,665 | $ | 3,354,993 | $ | (3,571,926 | ) | ||||||
| Adjustments: | ||||||||||||||||
| Interest and related party interest expense | 1,583,610 | (129,500 | ) | 25,804 | 1,479,914 | |||||||||||
| Depreciation and amortization | 1,786,068 | 10,258 | - | 1,796,326 | ||||||||||||
| Asset impairment | 3,922,110 | - | - | 3,922,110 | ||||||||||||
| Equity-based compensation to employees, directors and service providers | 858,108 | - | - | 858,108 | ||||||||||||
| Change in estimated acquisition earn-out payables | 47,761 | - | - | 47,761 | ||||||||||||
| Other (income) expense, net | (51,345 | ) | - | - | (51,345 | ) | ||||||||||
| Transactional costs | 636,494 | - | - | 636,494 | ||||||||||||
| Nonrecurring costs | 123,554 | - | - | 123,554 | ||||||||||||
| Recognition and change in fair value of warrant liabilities | (156,000 | ) | - | - | (156,000 | ) | ||||||||||
| Loss from discontinued operations before tax | - | - | - | - | ||||||||||||
| Total adjustments | $ | 8,750,360 | $ | (119,242 | ) | $ | 25,804 | $ | 8,656,922 | |||||||
| AEBITDA | $ | (321,224 | ) | $ | 2,025,423 | $ | 3,380,797 | $ | 5,084,996 | |||||||
| F-5 |
RELIANCE GLOBAL GROUP, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2024
(UNAUDITED)
NOTE 1 — BASIS OF PRO FORMA PRESENTATION
The unaudited pro forma condensed consolidated financial information has been prepared by Reliance Global Group, Inc. (the “Company”) in connection with the Company’s acquisition of Spetner Associate, Inc.(“SAI”). On September 6, 2024, the Company and the shareholders of SAI entered into an amended and restated Stock Exchange Agreement, as amended on October 29, 2024 and February 20, 2025 (the “Stock Exchange Agreement”), pursuant to which the Company agreed to purchase, and the Shareholders of SAI agreed to sell 100% of the shares of SAI. The Transaction may be executed in two closings: In the First Closing the company will acquire 80% of the outstanding shares of SAI with the option to purchase the remaining 20% within three years. As the acquisition of the 80% of the outstanding shares represents a controlling financial interest in SAI, the Company will account for the First Closing as a business combination in accordance with the authoritative guidance contained in Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Under the guidance in ASC 805, the purchase consideration, the assets acquired, the liabilities assumed and the noncontrolling interest in the acquired entity are measured at fair value. Any excess of the purchase consideration and noncontrolling interest is recognized as goodwill.
The unaudited condensed consolidated pro forma financial information and related notes were prepared in accordance with Article 11 of Regulation S-X and are based on the historical consolidated financial statements of the Company and the historical consolidated financial statements of Spetner, as adjusted to give effect to the Transaction accounting adjustments described below.
The Transaction accounting adjustments to the pro forma statement of earnings have been prepared as if the Transaction occurred on January 1, 2024. The Transaction accounting adjustments to the pro forma balance sheet have been prepared as if the Transaction occurred on December 31, 2024. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed consolidated financial statements in accordance with Article 11 of Regulation S-X as amended. The pro forma adjustments are based on currently available information and certain estimates and assumptions, and therefore the actual effect of these Transactions may differ from the pro forma adjustments.
The Company’s and SAI’s historical financial statements were prepared in accordance with U.S. GAAP.
The audited consolidated financial statements and accompanying notes of Spetner as of and for the year ended December 31, 2024
The accompanying unaudited pro forma condensed consolidated financial information and related notes were prepared using the acquisition method of accounting in accordance with (“ASC 805”), with the Company considered the accounting acquirer of SAI. ASC 805 requires, among other things, that the assets acquired, and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed consolidated balance sheet, the purchase price consideration has been allocated to the assets acquired and liabilities assumed of SAI based upon management’s preliminary estimate of their fair values as of December 31, 2024. The excess of the purchase price consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Accordingly, the purchase price allocation and related adjustments reflected in the unaudited pro forma condensed consolidated financial information are preliminary and subject to adjustment based on a final determination of fair value. The purchase price consideration as well as the estimated fair values of the assets and liabilities will be updated and finalized as soon as practicable, but no later than one year from the closing of the acquisition.
The transaction accounting adjustments are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and does not purport to represent or be indicative of the consolidated results of operations or financial condition of the Company had the Transactions been completed as of the dates presented and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity.
| F-6 |
NOTE 2 —ACCOUNTING POLICIES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma consolidated financial statements do not reflect any differences in accounting policies. The Company has completed the review of SAI’s accounting policies and has concluded that differences between the accounting policies of the two companies are not material. Following the acquisition date, the Company will conduct a final review of the accounting policies of Spetner to determine if differences in accounting policies require adjustment. As a result of this review, the Company may identify differences that when adjusted, could have a material impact on this unaudited pro forma condensed consolidated financial information.
NOTE 3 —ESTIMATED PRELIMINARY PURCHASE CONSIDERATIONS
The aggregate value of the purchase price is approximately $16.0 million based on the agreed upon amended and restated agreement on February 20, 2025.
The table below presents the fair value of the total estimated preliminary purchase consideration to the stated First Closing Purchase Price per Agreement, as defined in the Stock Exchange Agreement, as amended.
| Amount | ||||
| Initial cash payment | $ | 6,500,000 | ||
| Promissory note payable to seller consideration at closing | 6,481,144 | |||
| Prepayment of common stock | 568,856 | |||
| Agudath promissory note (planned payment at closing) | 2,500,000 | |||
| Total preliminary purchase price for allocation per agreement | $ | 16,050,000 | ||
| F-7 |
NOTE 4 — TRANSACTION ACCOUNTING ADJUSTMENTS TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The Transaction accounting adjustments included in the unaudited pro forma consolidated balance sheet as of December 31, 2024, and the unaudited pro forma statement of operations for the year December 31, 2024 are as follows:
| A. | Purchase consideration based on US GAAP |
The Company expects to record a combination of cash payments, promissory notes, and common stock equity issuances as defined in the Stock Exchange Agreement. The Transaction reflects the purchase consideration, and the preliminary allocation of the assets acquired, and liabilities assumed based on their fair values on the acquisition date. The purchase consideration constitutes the following: an Initial Cash Payment of $6.5 million, the Agudath note of $2.5 million, the prepayment of Company Common Stock with an approximate value of $569,000 and an expected issuance of a promissory note to the Sellers with an estimated value of $6.5 million, resulting in an aggregate combined purchase value of $16.0 million (the “Purchase Consideration”) in exchange for 80% of the equity interests in Spetner. Total value of the entity is estimated at approximately $20.0 million, including the non-controlling interest, approximately at $4.0 million.
The table below presents the fair value of the total estimated preliminary purchase consideration to the stated First Closing Purchase Price, as defined in the Stock Exchange Agreement.
| Amount | ||||
Initial cash payment | $ | 6,500,000 | ||
| Promissory note payable to seller consideration at closing | 6,481,144 | |||
| Prepayment of common shares | 568,856 | |||
| Agudath promissory note | 2,500,000 | |||
| Total preliminary purchase price for allocation per agreement | $ | 16,050,000 | ||
The Company expects to account for the SAI acquisition as a business combination using acquisition accounting. The purchase consideration is as follows:
| December 31, 2024 | ||||
| Cash and cash equivalents to Seller | $ | 6,500,000 | ||
| Promissory note payable to sellers | 6,481,144 | |||
| Prepayment of common stock | 568,856 | |||
| Agudath promissory note | 2,500,000 | |||
| Noncontrolling interest | 4,012,500 | |||
| Total preliminary purchase consideration & noncontrolling interest | $ | 20,062,500 | ||
The Company recorded all its tangible and intangible assets and its liabilities at their preliminary estimated fair values on the acquisition date. The following represents the allocation of the estimated purchase consideration as if the Transaction had occurred on December 31, 2024:
| December 31, 2024 | ||||
| Assets acquired | ||||
| Cash | $ | 438,229 | ||
| Accounts receivable, net | 148,249 | |||
| Cash balance plan assets | 332,443 | |||
| Total assets acquired | 918,921 | |||
| Goodwill and intangible assets | 19,143,579 | |||
| Net fair value of assets acquired | $ | 20,062,500 | ||
| F-8 |
| B. | Adjustments to Statement of Operations for Lines of business not acquired |
The adjustments reflect the lines of businesses included in the respective historical financial statement balances of SAI’s statement of operations for the year ended December 31, 2024, that the Company is not acquiring as part of the stock exchange agreement. Therefore, the following allocations of revenue and expense balances were removed from our historical balances for SAI.
| December 31, 2024 | ||||
| Transaction Accounting Adjustments | ||||
| Revenue | ||||
| Commission income | $ | (186,254 | ) | |
| Service and fee income | (27,670 | ) | ||
| Total revenue | (213,924 | ) | ||
| Operating expenses (income) | ||||
| Commission and enrollment expense | $ | (5,733 | ) | |
| Salaries and wages | (557,261 | ) | ||
| General and administrative expenses | (722,992 | ) | ||
| Total operating expenses | (1,285,986 | ) | ||
| Other income (expense) | ||||
| Interest expense | $ | (25,804 | ) | |
| Charitable contribution expense | 2,308,735 | |||
| Total other income (expense) | $ | 2,282,931 | ||
| C. | Elimination of Historical SAI Equity Balance |
The pro forma financial statements account for the SAI acquisition as a business combination in accordance with ASC 805 - Business Combinations, with the Company treated as the accounting acquirer and SAI treated as the accounting acquiree. As the accounting acquiree, SAI’s legal capital was eliminated, and the Company has acquired SAI’s assets and assumed SAI’s liabilities (if any). Therefore, the transaction adjustment eliminates the historical Equity balance of SAI to Additional paid in capital.
| December 31, 2024 | ||||
| Common Stock | $ | (100 | ) | |
| Additional paid-in capital | (912,359 | ) | ||
| Retained Earnings | 59,870 | |||
| Accumulated other comprehensive income | (83,429 | ) | ||
| Total equity elimination | $ | (936,018 | ) | |
| F-9 |
| D. | Settlement of Liabilities accounting adjustments |
The adjustment reflects the settlement of SAI liabilities, as required by the Stock Exchange Agreement by reducing cash recognized in SAI’s historical audited balance sheet as of December 31, 2024. Accordingly, the following liability balances were assumed to be settled.
| December 31, 2024 | ||||
| Cash and cash equivalents | $ | (2,343,941 | ) | |
| Liability Settlement | ||||
| Accounts payable and other accrued liabilities | $ | 123,692 | ||
| Premiums due - insurance carriers | 2,066,050 | |||
| Current portion of loans payable, related parties | 711 | |||
| Current portion of long-term debt | 7,829 | |||
| Long term debt, less current portion | 14,458 | |||
| Profit Sharing Plan Liability | 131,201 | |||
| 2,343,941 | ||||
| Remaining Cash and cash equivalents | $ | 810,924 | ||
| E. | Distribution to Share Holder’s – Purchase of Asset accounting adjustments |
This adjustment reflects the net book value of $17,097 for an automobile that SAI will distribute to a shareholder prior to acquisition in accordance with the terms of the Share Exchange Agreement.
| F-10 |
| F. | Adjustment to reflect proposed financing for the transaction. |
The adjustment gives effect to the assumed issuance and sale of 4,048,583 shares of Company common stock offered by us in this offering at an assumed public offering price of $2.470 per share, after deducting the underwriting discount of 8% and offering expenses of $200,000 payable by us and assuming no exercise by the underwriters of their option to purchase additional shares. Calculated as follows:
| Proceeds from offering | Proceeds from Offering | |||
| Shares Sold (assumed) | 4,048,583 | |||
| Estimated Price (assumed) | $ | 2.470 | ||
| Gross Proceeds | $ | 10,000,000 | ||
| Less Offering Costs: | ||||
| Underwriting Discount | $ | 800,000 | ||
| Expenses payable by Reliance | 200,000 | |||
| Total offering costs | 1,000,000 | |||
| Net Proceeds | $ | 9,000,000 | ||
| Allocation to Common Stock: | ||||
| Par Value | $ | 348,178 | ||
| Additional Paid in capital | 8,651,822 | |||
| $ | 9,000,000 | |||
| G. | Non-Controlling Interest |
The Company is acquiring 80% of SAI in the first closing therefore, a pro forma adjustment to reflect the non-controlling interest in the income of SAI as adjusted for the Transaction Accounting Adjustments. The calculation follows:
| Spetner Associate, Inc. | Year Ended December 31, 2024 | |||
| Historical net income | $ | 2,144,665 | ||
| Transaction Accounting Adjustments | 3,354,993 | |||
| Pro forma net income of SAI | 5,499,658 | |||
| Percent attributable to non-controlling interest | $ | 20 | % | |
| Income allocated to non-controlling Interest | $ | 1,009,932 | ||
| F-11 |
NOTE 5 — PRO FORMA NET LOSS PER SHARE
The pro forma basic and diluted net loss per share amounts were calculated using the Company’s historical weighted average common shares outstanding for the years ended December 31, 2024, adjusted for incremental shares issued or to be issued by the Company in connection with the transactions described herein. The following table presents the computation of pro forma basic and diluted net loss per share:
| December 31, | ||||
| 2024 | ||||
| Numerator: | ||||
| Net loss continuing operations | ||||
| Pro forma net loss from continuing operations attributable to Reliance | $ | (4,671,858 | ) | |
| Loss from continuing operations numerator | (4,671,858 | ) | ||
| Denominator: | ||||
| Weighted average common shares outstanding, as reported | 1,007,020 | |||
| Incremental Shares: | ||||
| Additional shares issued by the Company | 848,666 | |||
| Offering shares | 4,048,583 | |||
| Incremental shares pro forma | 4,897,249 | |||
| Pro Forma Weighted average common shares outstanding (basic and diluted) | 5,904,269 | |||
| Pro forma basic and diluted net loss per share continuing operations | $ | (0.79 | ) | |
NOTE 6 — INCOME TAXES
The pro forma condensed consolidated financial statements do not include an income tax provision as it is more likely than not that the Company will not be able to utilize the loss carry forwards. Reliance is subject to U.S. federal income tax and various state tax jurisdictions. The Company and its U.S. subsidiaries file a consolidated federal income tax return and is taxed as a C-Corporation, whereby it is subject to federal and state income taxes.
| F-12 |