8-K
La Rosa Holdings Corp. (LRHC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest eventreported): May 16, 2024
| La Rosa Holdings Corp. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 001-41588 | 87-1641189 |
| --- | --- | --- |
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 1420 Celebration Blvd., 2^nd^ Floor<br><br> <br>Celebration, Florida | 34747 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(321) 250-1799
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value | LRHC | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 16, 2024, La Rosa Holdings Corp., a Nevada corporation (the “Company”), issued a press release announcing certain financial and business highlights for the first quarter ended March 31, 2024.
Item 8.01 Other Events.
A copy of the press release referenced in Item 2.02 of this Current Report on Form 8-K is as Exhibit 99.1 to this Current Report on Form 8-K.
The disclosure under Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of La Rosa Holdings Corp., dated May 16, 2024. |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 16, 2024 | LA ROSA HOLDINGS CORP. | |
|---|---|---|
| By: | /s/ Kent Metzroth | |
| Name: | Kent Metzroth | |
| Title: | Chief Financial Officer |
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Exhibit 99.1
LaRosa Reports 117% Year-Over-Year Increase in Revenue to $13.1 Million for the First Quarter of 2024
Successfully Acquires Ten Brokerages Since Company’s IPO in October 2023
Residential Real Estate Services Revenue Increased 211% to $10.2 Million in Q1 2024 vs Q1 2023
Celebration,FL / May 16, 2024 / – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a holding company for five agent-centric, technology-integrated, cloud-based, multi-service real estate segments, today provided a business update and reported financial results for the first quarter ended March 31, 2024.
Q12024 Key Financial Highlights
| ● | Total<br> revenue increased 117% year-over-year to $13.1 million for the first quarter ended March<br> 31, 2024 from $6.0 million for the first quarter ended March 31, 2023 |
|---|---|
| ● | Residential<br> real estate services revenue increased $6.9 million to $10.2 million, or 211%, for the first<br> quarter ended March 31, 2024 versus the comparable prior year period |
| --- | --- |
| ● | Increased<br> transaction fees, monthly agent fees, and annual fees effective September 1, 2023, which,<br> if volume remains consistent, are expected to contribute to increased real estate brokerage<br> services revenue in 2024 on top of growth in the broker network |
| --- | --- |
Q12024 Operational Achievements and Subsequent Events
| ● | Acquired<br> three real estate brokerage franchisees in the first quarter of 2024 |
|---|---|
| ● | Opened<br> office in the Tampa Bay Area in January |
| --- | --- |
| ● | Officially<br> launched Final Offer, a transparent negotiation platform, in Florida and Georgia in March<br> with plans to expand the offering across the organization |
| --- | --- |
| ● | Acquired<br> tenth real estate brokerage franchisee in April with revenue of $4.7 million and positive<br> net income in 2023 |
| --- | --- |
Joe La Rosa, CEO of the Company, commented, “We continue to execute on our roll-up strategy, primarily focused on acquiring profitable franchisees. In the first quarter of 2024, we successfully acquired three real estate brokerage franchisees, building upon the six acquisitions made in the fourth quarter of 2023. As a result, we achieved a 117% year-over-year increase in revenue compared to the same period in 2023. Last month, we completed our acquisition of the tenth real estate brokerage franchisee, with revenue of $4.7 million and positive net income in 2023. With 162 agents, this brokerage solidified its position as the second largest in agent count and the third largest in real estate sales in Polk County, Florida in 2023. As we continue to acquire profitable franchisees, we expect them to meaningfully contribute to our revenue throughout 2024. Our target is to achieve an annualized revenue run rate of $100 million by the end of 2024, with profitability anticipated in 2025. Through the integration of these acquisitions, we anticipate benefitting from improved operating efficiencies and economies of scale to further enhance our margins.
“We believe we are disrupting the real estate industry by offering agents the option of a revenue share model or an annual fee-based model with 100% agent commissions. As we continue to expand and open new offices nationwide, such as our new Tampa office, we anticipate that our distinct brokerage model will draw in more agents, thus reinforcing our competitive standing in the market and propelling us towards sustainable long-term growth and profitability,” concluded Mr. La Rosa.
FinancialResults
Total revenue for the first quarter ended March 31, 2024, was $13.1 million compared to $6.0 million for the first quarter ended March 31, 2023. Residential real estate services revenue increased $6.9 million to $10.2 million, or 211%, in the first quarter ended March 31, 2024, versus the comparable prior year period. The increase was driven by $7.6 million of revenue from the six acquisitions completed in the fourth quarter of fiscal year 2023 and the three acquisitions completed in the first quarter of fiscal year 2024, offset by a 36% decrease in total transaction volume. We increased our transaction fees, monthly agent fees, and annual fees effective September 1, 2023, which, if volume remains consistent, we anticipate our real estate brokerage services revenue will increase in 2024. Selling, general and administrative costs, excluding stock-based compensation, for the first quarter ended March 31, 2024, were $2.6 million, compared to $1.0 million for the first quarter ended March 31, 2023. Half of this increase was driven by $804,000 of additional costs from the nine acquisitions we completed since the Company’s IPO in October 2023 in addition to increased payroll and benefits, insurance and training, and public company costs in connection with the IPO, compared to the same period in 2023. Net loss was $4.7 million, or $(0.35) basic and diluted loss per share, for the first quarter ended March 31, 2024, compared to net loss of $1.0 million, or $(0.16) basic and diluted loss per share, for the first quarter ended March 31, 2023.
AboutLa Rosa Holdings Corp.
La Rosa Holdings Corp. (Nasdaq: LRHC) is a holding company for five agent-centric, technology-integrated, cloud-based, multi-service real estate segments. In addition to providing person-to-person residential and commercial real estate brokerage services to the public, the Company cross-sells ancillary technology-based products and services primarily to its sales agents and the sales agents associated with their franchisees. La Rosa’s business is organized based on the services they provide internally to their agents and to the public, which are residential and commercial real estate brokerage, franchising, real estate brokerage education and coaching, and property management.
For more information, please visit: https://www.larosaholdings.com.
Stay connected with La Rosa, sign up for news alerts here: larosaholdings.com/email-alerts.
Forward-LookingStatements
This press release contains forward-looking statements regarding the Company’s current expectations that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to achieve profitable operations, customer acceptance of new services, the demand for the Company’s services, the Company’s customers’ economic condition, the impact of competitive services and pricing, general economic conditions, the successful integration of the Company’s past and future acquired brokerages, the effect of the recent National Association of Realtors’ landmark settlement on our business operations, and other risk factors detailed in the Company’s filings with the United States Securities and Exchange Commission (the “SEC”). You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and other reports and documents we file from time to time with the SEC, including our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024. Forward-looking statements contained in this press release are made only as of the date of this press release. La Rosa does not undertake any responsibility to update any forward-looking statements in this release, except as may be required by applicable law. References and links to websites have been provided as a convenience, and the information contained on such websites has not been incorporated by reference into this press release.
For more information, contact: info@larosaholdings.com
InvestorRelations Contact:
Crescendo Communications, LLC
David Waldman/Natalya Rudman
Tel: (212) 671-1020
Email: LRHC@crescendo-ir.com
(Tables follow)
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LaRosa Holdings Corp. and Subsidiaries
CondensedConsolidated Balance Sheets
| December 31,<br><br> 2023 | |||||
|---|---|---|---|---|---|
| (audited) | |||||
| Assets | |||||
| Current assets: | |||||
| Cash | 1,079,161 | $ | 959,604 | ||
| Restricted<br> cash | 1,604,377 | 1,484,223 | |||
| Accounts<br> receivable, net of allowance for credit losses of 99,443 and 83,456, respectively | 825,710 | 826,424 | |||
| Total<br> current assets | 3,509,248 | 3,270,251 | |||
| Noncurrent<br> assets: | |||||
| Property<br> and equipment, net | 13,408 | 14,893 | |||
| Right-of-use<br> asset, net | 983,230 | 687,570 | |||
| Intangible<br> assets, net | 5,178,761 | 4,632,449 | |||
| Goodwill | 6,568,225 | 5,702,612 | |||
| Other<br> long-term assets | 19,854 | 21,270 | |||
| Total<br> noncurrent assets | 12,763,478 | 11,058,794 | |||
| Total<br> assets | 16,272,726 | $ | 14,329,045 | ||
| Liabilities<br> and Stockholders’ Equity | |||||
| Current<br> liabilities: | |||||
| Accounts<br> payable | 1,597,529 | $ | 1,147,073 | ||
| Accrued<br> expenses | 234,780 | 227,574 | |||
| Contract<br> liabilities | 164,767 | — | |||
| Derivative<br> liability | 122,300 | — | |||
| Advances<br> on future receipts | — | 77,042 | |||
| Accrued<br> acquisition cash consideration | 255,000 | 300,000 | |||
| Notes<br> payable, current | 662,190 | 4,400 | |||
| Lease<br> liability, current | 406,162 | 340,566 | |||
| Total<br> current liabilities | 3,442,728 | 2,096,655 | |||
| Noncurrent<br> liabilities: | |||||
| Note<br> payable, net of current | 646,926 | 615,127 | |||
| Security<br> deposits payable | 1,604,377 | 1,484,223 | |||
| Lease<br> liability, noncurrent | 591,609 | 363,029 | |||
| Other<br> liabilities | 2,950 | 2,950 | |||
| Total<br> non-current liabilities | 2,845,862 | 2,465,329 | |||
| Total<br> liabilities | 6,288,590 | 4,561,984 | |||
| Stockholders’<br> equity: | |||||
| Preferred<br> stock - 0.0001 par value; 50,000,000 shares authorized; 2,000 Series X shares<br> issued and outstanding at March 31, 2024 and December<br> 31, 2023, respectively | — | — | |||
| Common<br> stock - 0.0001 par value; 250,000,000 shares authorized; 14,252,716 and 13,406,480<br> issued and outstanding at March 31, 2024 and<br> December 31, 2023, respectively | 1,425 | 1,341 | |||
| Additional<br> paid-in capital | 22,283,884 | 18,016,400 | |||
| Accumulated<br> deficit | (16,706,552 | ) | (12,107,756 | ) | |
| Total<br> stockholders’ equity – La Rosa Holdings Corp. shareholders | 5,578,757 | 5,909,985 | |||
| Noncontrolling<br> interest in subsidiaries | 4,405,379 | 3,857,076 | |||
| Total<br> stockholders’ equity | 9,984,136 | 9,767,061 | |||
| Total<br> liabilities and stockholders’ equity | 16,272,726 | $ | 14,329,045 |
All values are in US Dollars.
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LaRosa Holdings Corp. and Subsidiaries
CondensedConsolidated Statements of Operations
(unaudited)
| Three<br> Months Ended<br> March 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Revenue | $ | 13,088,899 | $ | 6,041,636 | ||
| Cost<br> of revenue | 11,926,902 | 5,413,926 | ||||
| Gross<br> profit | 1,161,997 | 627,710 | ||||
| Operating<br> expenses: | ||||||
| Sales<br> and marketing | 232,727 | 91,378 | ||||
| General<br> and administrative | 2,321,855 | 883,261 | ||||
| Stock-based<br> compensation — general and administrative | 3,191,138 | 69,314 | ||||
| Total<br> operating expenses | 5,745,720 | 1,043,953 | ||||
| Loss<br> from operations | (4,583,723 | ) | (416,243 | ) | ||
| Other<br> income (expense) | ||||||
| Interest<br> expense, net | (20,252 | ) | (92,133 | ) | ||
| Amortization<br> of debt discount | (56,003 | ) | (592,620 | ) | ||
| Change<br> in fair value of derivative liability | (5,000 | ) | 111,478 | |||
| Other<br> income, net | — | 567 | ||||
| Loss<br> before provision for income taxes | (4,664,978 | ) | (988,951 | ) | ||
| Benefit<br> from income taxes | — | — | ||||
| Net<br> loss | (4,664,978 | ) | (988,951 | ) | ||
| Less:<br> Net loss attributable to noncontrolling interests in subsidiaries | (66,182 | ) | — | |||
| Net<br> loss after noncontrolling interest in subsidiaries | (4,598,796 | ) | (988,951 | ) | ||
| Less:<br> Deemed dividend | 230,667 | — | ||||
| Net<br> loss attributable to common stockholders | $ | (4,829,463 | ) | $ | (988,951 | ) |
| Loss<br> per share of common stock attributable to common stockholders | ||||||
| Basic and diluted | $ | (0.35 | ) | $ | (0.16 | ) |
| Weighted<br> average shares used in computing net loss per share of common stock attributable to<br><br> common stockholders Basic and diluted | 13,672,655 | 6,002,578 |
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