SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Reliance Global Group, Inc., formerly known as Ethos Media Network, Inc. (“RELI”, “Reliance”, or the “Company”), was incorporated in Florida on August 2, 2013. Basis of Presentation and Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Certain prior period amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation. The accompanying unaudited condensed consolidated financial statements include the accounts of Reliance Global Group, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Liquidity As of June 30, 2023, the Company’s reported cash and restricted cash aggregated balance was approximately $ 2,680,000 7,132,000 4,865,000 2,268,000 13,027,000 2,843,000 2,674,000 998,000 1,846,000 2,844,000 3,446,000 Although there can be no assurance that debt or equity financing will be available on acceptable terms, the Company believes its financial position and its ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are conditions or events that, in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of filing these financial statements with the Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. Cash and Restricted Cash Cash and restricted cash reported on our Condensed Consolidated Balance Sheets are reconciled to the total shown on our Condensed Consolidated Statements of Cash Flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW June 30, 2023 June 30, 2022 Cash $ 1,274,743 $ 2,979,769 Restricted cash 1,405,513 1,417,634 Total cash and restricted cash $ 2,680,256 $ 4,397,403 Fair Value of Financial Instruments Level 1 — Observable inputs reflecting quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk. Warrant Liabilities: SCHEDULE OF EARN OUT LIABILITY June 30, 2023 December 31, 2022 Stock price $ 4.71 $ 8.55 Volatility 105.0 % 105.0 % Time to expiry 3.51 4.01 Dividend yield 0 % 0 % Risk free rate 4.4 % 4.1 % The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT Series B Warrant Commitment Series B Warrant Liabilities Placement Agent Warrants Total Beginning balance, December 31, 2022 $ - $ 6,384,250 $ 48,900 $ 6,433,150 Unrealized (gain) loss - (4,226,950 ) (39,281 ) (4,266,231 ) Ending balance, March 31, 2023 - 2,157,300 9,619 2,166,919 Beginning balance, - 2,157,300 9,619 2,166,919 Unrealized (gain) loss - 1,584,684 7,825 1,592,509 Ending balance, June 30, 2023 $ - $ 3,741,984 $ 17,444 $ 3,759,428 Ending balance $ - $ 3,741,984 $ 17,444 $ 3,759,428 Earn-out liabilities: SCHEDULE OF FAIR VALUE MEASUREMENTS June 30, 2023 December 31, 2022 Valuation technique Discounted cash flow Discounted cash flow Significant unobservable input Projected revenue and probability of achievement Projected revenue and probability of achievement The Company values its Level 3 earn-out liability related to the Barra Acquisition using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The following summarizes the significant unobservable inputs: SCHEDULE OF EARN OUT LIABILITY June 30, 2023 WACC Risk Premium: 14.0 % Volatility 50.0 % Credit Spread: 9.6 % Payment Delay (days) 90 Risk free rate USD Yield Curve Discounting Convention: Mid-period Number of Iterations 100,000 Undiscounted remaining earn out payments were approximately $ 1,147,000 SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE June 30, 2023 December 31, 2022 Beginning balance – January 1 $ 2,709,478 $ 3,813,878 Acquisitions and settlements (2,760,403 ) (1,104,925 ) Period adjustments: Fair value changes included in earnings * 1,019,925 525 Ending balance 969,000 2,709,478 Less: Current portion (969,000 ) (2,153,478 ) Ending balance, less current portion $ - $ 556,000 * Recorded as a reduction to general and administrative expenses Revenue Recognition The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Three Months ended June 30, 2023 Medical Life Property and Casualty Total Regular EBS $ 206,668 $ 4,471 $ - $ 211,139 USBA 11,426 658 - 12,084 CCS/UIS - - 73,402 73,402 Montana 444,783 3,350 - 448,133 Fortman 288,902 1,680 227,176 517,758 Altruis 1,200,537 - - 1,200,537 Kush 322,188 - - 322,188 Barra 52,209 61,821 296,634 410,664 Total $ 2,526,713 $ 71,980 $ 597,212 $ 3,195,905 Six Months ended June 30, 2023 Medical Life Property and Casualty Total Regular EBS $ 439,949 $ 8,571 $ - $ 448,520 USBA 22,689 1,423 - 24,112 CCS/UIS - - 120,172 120,172 Montana 930,792 8,335 - 939,127 Fortman 596,557 2,073 433,544 1,032,174 Altruis 3,068,673 - - 3,068,673 Kush 642,479 - - 642,479 Barra 121,319 85,202 653,230 859,751 Total $ 5,822,458 $ 105,604 $ 1,206,946 $ 7,135,008 Three Months ended June 30, 2022 Medical Life Property and Casualty Total Regular EBS $ 178,936 $ 5,915 $ - $ 184,851 USBA 12,319 - - 12,319 CCS/UIS - - 57,195 57,195 Montana 450,742 963 - 451,705 Fortman 357,334 - 205,804 563,138 Altruis 881,337 834 - 882,171 Kush 425,449 - - 425,449 Reli Exchange 47,661 22,263 200,397 270,321 Total $ 2,353,778 $ 29,975 $ 463,396 $ 2,847,149 Six Months ended June 30, 2022 Medical Life Property and Casualty Total Regular EBS $ 399,547 $ 6,488 $ - $ 406,035 USBA 25,906 - - 25,906 CCS/UIS - - 101,077 101,077 Montana 956,329 2,097 - 958,426 Fortman 687,060 2,873 403,064 1,092,997 Altruis 2,184,367 2,676 - 2,187,043 Kush 864,040 - - 864,040 Reli Exchange 47,662 22,263 200,397 270,322 Total $ 5,164,911 $ 36,397 $ 704,538 $ 5,905,846 The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES For the three months ended June 30, Insurance Carrier 2023 2022 Priority Health 28 % 30 % BlueCross BlueShield 12 % 13 % Insurance Carrier 12 % 13 % For the six months ended June 30, Insurance Carrier 2023 2022 Priority Health 37 % 36 % BlueCross BlueShield 13 % 14 % Insurance Carrier 37 % 36 % No other single customer accounted for more than 10% Income Taxes The Company recorded no income tax expense for the three and six months ended June 30, 2023 and 2022 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives. As of June 30, 2023 Discontinued Operations The Company’s board of directors approved the discontinuation and abandonment of Medigap Healthcare Insurance Company, LLC (“Medigap”), a subsidiary of the Company, effective April 17, 2023, due to Medigap’s sustained recurring losses stemming from amongst other factors, greater than anticipated revenue chargebacks. The Company was unable to divest its interest in Medigap for value, and accordingly, operations were wound down in an orderly manner. In doing so, the Company transferred to its operating entity, Medigap’s customer relationships and internally developed and purchased software intangible assets, with net of amortization combined value of approximately $ 4,300,000 , as well as, its short-term financing arrangement of $ 29,500 , and each are respectively classified in the intangible assets and short term financing agreements accounts in the condensed consolidated balance sheets for the periods ended June 30, 2023 and December 31, 2022. These assets have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. Medigap’s remaining assets were considered to have no remaining asset value and were fully impaired. Certain liabilities and estimated liabilities as outlined in the tables herein, were discharged and/or written-off in conjunction with the Settlement Agreement (as defined below) because of them having a net zero dollar estimated liability value. Accordingly, the Company recognized a net of estimated liability adjustments gain of approximately $ 10,000 4,400,000 Settlement Agreement On June 30, 2023, the Company entered into a confidential settlement agreement and mutual release (the “Settlement Agreement”) with certain Medigap affiliated entities and persons, and the former owners of Medigap, whereby the Company would receive a settlement payment of $ 2,900,000 The following tables present the major components of assets and liabilities included in discontinued operations on the condensed consolidated balance sheets. SCHEDULE OF DISCONTINUED OPERATIONS ON CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS June 30, 2023 December 31, 2022 Accounts receivable - $ 73,223 Accounts receivable, related parties - 3,595 Other receivables - 5,388 Prepaid expense and other current assets - 3,792 Current Assets - Discontinued Operations $ 85,998 Condensed consolidated balance sheets - Current Assets - Discontinued Operations $ 85,998 Property and equipment, net - $ 24,116 Right-of-use assets - 163,129 Intangibles, net - 318,000 Goodwill - 4,825,634 Other Assets - Discontinued Operations - $ 5,330,879 Condensed consolidated balance sheets - Other Assets - Discontinued Operations - $ 5,330,877 Accounts payable and other accrued liabilities - $ 506,585 Chargeback reserve - 915,934 Current portion of leases payable - 178,117 Current Liabilities - Discontinued Operations - $ 1,600,636 Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations - $ 1,600,636 The following table rolls forward Medigap’s assets and liabilities from their carrying values pre-abandonment to their values post abandonment, and presents the impact of reclassifications, impairments, and write-offs: Medigap Related Assets Carrying Value Prior To Abandonment Asset and Liability Transfers Retained by the Company Asset Impairments and Liability Write-Offs Carrying Value As of June 30, 2023 Accounts receivable $ 56,398 $ - $ (56,398 ) $ - Accounts receivable, related party 3,595 - (3,595 ) - Other receivables 5,388 - (5,388 ) - Current assets – Medigap $ 65,381 $ - $ (65,381 ) $ - Property and equipment, net $ 22,378 $ - $ (22,378 ) $ - Right-of-use assets 119,594 - (119,594 ) - Intangibles, net 4,570,536 (4,258,214 ) 1 (312,322 ) - Goodwill 4,825,634 - (4,825,634 ) - Other assets - Medigap $ 9,538,142 $ (4,258,214 ) $ (5,279,928 ) $ - Total assets - Medigap $ 9,603,523 $ (4,258,214 ) $ (5,345,309 ) $ - Accounts payable and other accrued liabilities $ 4,157 $ - $ (4,157 ) $ - Short term financing agreements 29,500 (29,500 ) - - Chargeback Reserve 831,725 - (831,725 ) 2 - Current portion of leases payable 134,517 - (134,517 ) 3 - Other liabilities 9,842 - (9,842 ) 3 - Current Liabilities - Medigap $ 1,009,741 $ (29,500 ) $ (980,241 ) $ - Total Liabilities - Medigap $ 1,009,741 $ (29,500 ) $ (980,241 ) $ - Net assets and liabilities - Medigap $ 8,593,782 $ (4,228,714 ) $ (4,365,068 ) $ - 1 Includes customer relationships and internally developed and purchased software intangible assets that have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. 2 Estimated liability write-off per net zero dollar estimated liability value. 3 Liability discharge pursuant to the Settlement Agreement. The following tables disaggregate the major classes of pretax gain and loss as presented in discontinued operations in the condensed consolidated statements of operations. Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Three Months Ended June 30, 2023 Income Commission income $ 11,025 $ 1,359,976 $ 744,030 $ 2,537,061 Expenses Commission expense 5,491 187,196 110,639 305,740 Salaries and wages 53,508 539,380 454,823 989,743 General and administrative expenses 10,612 129,048 129,348 248,323 Marketing and advertising 36,544 614,226 426,819 1,111,719 Depreciation and amortization - 61,964 7,283 100,488 Other expenses (income) 267 (7,500 ) (3,902 ) (7,456 ) Total discontinued operations expenses before impairments and write-offs 106,422 1,524,314 1,125,010 2,748,557 Total discontinued operations income / (loss) before impairments and write-offs $ (95,397 ) $ (164,338 ) $ (380,980 ) $ (211,496 ) Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities Settlement Recovery $ 2,900,000 - $ 2,900,000 Asset impairment losses Accounts receivable - - (56,398 ) - Accounts receivable, related parties - - (3,595 ) - Other receivables - - (5,388 ) - Property and equipment, net - - (22,378 ) - Right-of-use assets - - (119,594 ) - Intangibles, net - - (312,322 ) - Goodwill - - (4,825,634 ) - Total Asset Impairments - - (5,345,309 ) - Liability write-off gains Accounts payable and other accrued liabilities - - 4,157 - Other payables 9,842 - 9,842 - Chargeback reserve - - 831,725 - Current portion of leases payable - - 134,517 - Total liability write-off gains 9,842 - 980,241 - Discontinued operations net asset and liability impairments / write-offs gains and (losses) 9,842 - (4,365,068 ) - Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities 2,909,842 - (1,465,068 ) - Gain (loss) from discontinued operations before tax 2,814,445 (164,338 ) (1,846,048 ) (211,496 ) Consolidated statement of operations - Income (loss) from discontinued operations before tax $ 2,814,445 $ (164,338 ) $ (1,846,048 ) $ (211,496 ) Recently Issued Accounting Pronouncements We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements. |