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Reliance Global Group, Inc. (RELI)·Q2 2024 Earnings Summary

Executive Summary

  • Q2 revenue of $3.2M (+1% YoY), AEBITDA loss of $0.178M (~6% of revenue), operating expenses down 13% YoY to $4.4M, and net loss from continuing operations improved 62% YoY to $1.5M .
  • Spetner Associates acquisition remains on track for 2H24 close; BenManage covered lives expanded to >85,000 (from ~45,000 at initial announcement), with management projecting approximately doubling annual revenue to ~$28M and significantly boosting AEBITDA post-close .
  • Capital structure materially simplified: all Series B/G warrants exercised (removing perceived warrant overhang), 1-for-17 reverse split effected, and Nasdaq minimum bid compliance regained on July 16, 2024—reducing outstanding shares to ~0.921M post-split .
  • Product roadmap: announced AI-powered Quote & Bind for commercial lines (workers’ comp, BOP, GL, cyber, inland marine, D&O, EPLI) with planned launch in Q4 2024, aiming to lift agent—and thus RELI Exchange—commission revenue .
  • Wall Street consensus estimates from S&P Global were unavailable for the quarter, so no beat/miss framing is provided; coverage appears limited for this micro-cap name [GetEstimates unavailable].

What Went Well and What Went Wrong

  • What Went Well

    • Cost discipline and operating efficiency: OpEx fell 13% YoY to $4.4M; net loss from continuing ops improved 62% YoY to $1.5M; AEBITDA nearly breakeven at a $0.178M loss (“just under 6% of revenues”) .
    • OneFirm execution: management highlighted unified carrier contracts, cross-collaboration, and vendor consolidation as key drivers of efficiency and scalability (“uniting our nine owned and operated agencies … access to higher commission tiers … reducing overall operating spend”) .
    • Spetner momentum: BenManage covered lives expanded to >85k; management reiterated projections to nearly double revenue to ~$28M and significantly boost AEBITDA post-close, positioning for meaningful synergy through RELI Exchange .
  • What Went Wrong

    • Sequential softness: Q2 revenue of $3.2M compares to Q1 commission revenue of $4.1M, with only +1% YoY growth in Q2; management did not provide formal Q2 drivers beyond organic growth and OneFirm efficiencies .
    • Investment in growth: While operating costs fell YoY, commission and employee compensation costs increased, reflecting expansion and inflation headwinds, which offset some efficiency gains .
    • Guidance/coverage gap: No formal quantitative guidance (ex-Spetner accretion commentary) and no available S&P Global consensus, limiting external expectation-setting and near-term beat/miss catalysts [GetEstimates unavailable].

Financial Results

MetricQ4 2023Q1 2024Q2 2024
Revenue ($USD Millions)$4.1 $3.2
Net Loss from Continuing Operations ($USD Millions)$(5.3) $(1.5)
AEBITDA ($USD Millions)$(0.074) $(0.178)
Operating Expenses ($USD Millions)$4.4
AEBITDA Margin (%)“just under 6% of revenues” (negative)
YoY HighlightsRevenue +4% YoY; AEBITDA approx breakeven Revenue +1% YoY; net loss improved 62% YoY; OpEx -13% YoY

Notes:

  • Q2 management described revenue as sustained organic growth and highlighted OneFirm efficiencies; Q1 revenue figure reflects commission income classification .

Segment breakdown: Not disclosed in Q2 materials; RELI operates P&C and health/benefits distribution through owned agencies and RELI Exchange, with pending Spetner expected to expand voluntary benefits meaningfully .

KPIs

KPIQ4 2023Q1 2024Q2 2024
BenManage covered employees (Spetner)>45,000 >75,000 >85,000
RELI Exchange footprint46 states; 35 carriers; hundreds of partners 46 states; 35 carriers; hundreds of partners Preparing AI Quote & Bind; Q4’24 launch planned
Shares outstanding (post-split)~0.921M after 1-for-17 reverse split
Capital structureSeries B/G warrants exercised; warrant overhang removed
Listing statusNasdaq minimum bid compliance regained (Jul 16, 2024)

Non-GAAP Adjustments

  • AEBITDA excludes interest, D&A, goodwill/asset impairments, equity-based comp, changes in earn-out liabilities, changes in fair value of warrant liabilities, certain other income/expense, transactional costs, non-recurring costs, and results from discontinued operations .

Guidance Changes

MetricPeriodPrevious GuidanceCurrent GuidanceChange
Revenue/EBITDA impact from Spetner (post-close)2H 2024 onwardNone formalProjected to nearly double annual revenue to ~$28M and significantly boost AEBITDA post-close New outlook
AI Quote & Bind (commercial)Q4 2024NoneLaunch planned Q4 2024; expand to workers’ comp, BOP, GL, cyber, inland marine, D&O, EPLI New initiative
Capital structureQ2 2024Warrant overhang noted previouslyAll Series B/G warrants exercised; reversed 1-for-17; ~0.921M shares O/S post-split Implemented
Listing statusQ2 2024Non-compliant min bidNasdaq compliance regained Jul 16, 2024 Improved
Formal revenue/EPS guidanceNoneNoneMaintained

Earnings Call Themes & Trends

TopicPrevious Mentions (Q4’23, Q1’24)Current Period (Q2’24)Trend
OneFirm integration & efficiencyIntroduced as key driver of revenue growth and cost control; agency/IT consolidation; 46 states/35 carriers Emphasis on unified operations, higher commission tiers, vendor consolidation; OpEx -13% YoY Improving execution
Spetner acquisitionLOI; >45k lives; projected strong EBITDA contribution in 2024 Definitive path to 2H24 close; BenManage >85k lives; projected to double revenue to ~$28M, boost AEBITDA Acceleration
Capital structure cleanupWarrants exercised (overhang removed), 1-for-17 reverse split, Nasdaq compliance regained
AI/technology roadmapScaled RELI Exchange platform AI-powered Quote & Bind for commercial lines planned for Q4’24 Pipeline expanding
Real estate diversificationNew division led by Abe Miller; success-based compensation; intended post-Spetner

Management Commentary

  • “We’ve seen 13% efficiencies for the second quarter of 2024 over the same period in 2023, and our $1.5 million net loss from continuing operations for the second quarter has improved by 62%... AEBITDA… came in at a nominal loss of $178,000” — Ezra Beyman, CEO .
  • “OneFirm has provided the Company with access to higher commission tiers and has created broad cross-selling opportunities … we continue to consolidate our vendor relationships and contracts, thereby reducing our overall operating spend” — Ezra Beyman .
  • “Spetner’s BenManage voluntary benefit insurance segment has experienced impressive growth, now covering over 85,000 employees … projections suggesting it will close to double our annual revenues to around $28 million and significantly boost our AEBITDA” — Ezra Beyman .
  • “Operating expenses for the second quarter of 2024 decreased by 13% … to $4.4 million … [offset by] increases in commission and employee compensation costs” — Joel Markovits, CFO .
  • “Reliance has significantly simplified its capital structure … removing … warrant overhang … [and] we are confident that our enhanced capital table will resonate well with our current shareholders and future investors” — Ezra Beyman .

Q&A Highlights

  • Real estate division: Management sees an opportunity in multifamily given market dislocations; division to be led by Abe Miller under a success-based model; focus is to close Spetner first, then pursue real estate transactions .
  • Spetner progress: Due diligence and documentation largely behind them; reiterated growth in covered lives to ~85k and strong momentum; targeting close by year-end 2024 .

Estimates Context

  • S&P Global (Capital IQ) consensus for Q2 2024 revenue and EPS was unavailable; therefore, we cannot provide beat/miss framing relative to Wall Street expectations. The company did not provide formal quantitative guidance for Q3/FY beyond Spetner accretion commentary [GetEstimates unavailable] .

Key Takeaways for Investors

  • Near-term storyline hinges on closing the Spetner acquisition in 2H24, which management projects will roughly double revenue to ~$28M and lift AEBITDA, while expanding RELI’s voluntary benefits footprint (85k lives and growing) .
  • Cost transformation is gaining traction: OneFirm and vendor consolidation reduced OpEx 13% YoY, drove a 62% YoY improvement in net loss, and kept AEBITDA near breakeven in Q2 .
  • Structural de-risking: Exercised warrants (removing perceived overhang), reverse split, and regained Nasdaq compliance improve financing flexibility and investor perception heading into the Spetner close .
  • Product-driven upside: Q4’24 launch of AI Quote & Bind for commercial lines could materially enhance agent productivity and commission revenue capture for RELI Exchange .
  • Watch sequential trends: Q2 revenue of $3.2M trails Q1’s $4.1M; absent consensus estimates or formal guidance, investors should focus on sustained OpEx control and execution milestones (Spetner close, Q4 product launch) .
  • Post-close integration is critical: Management expects synergy via cross-selling through RELI Exchange; track integration KPIs (retention, cross-sell rates, margin trajectory) once Spetner is consolidated .
  • Liquidity/scale catalysts: A larger, more profitable base post-Spetner and new commercial lines could broaden coverage and improve capital access; until then, event path (close, launch) is the stock’s primary catalyst map .

Citations:

  • Q2 2024 press release and 8-K: .
  • Q2 2024 earnings call: .
  • Q1 2024 8-K and call: .
  • 2023 update: .
  • Other Q2-relevant releases: capital structure (warrants) , reverse split and share count , Nasdaq compliance regained , AI Quote & Bind (Q4’24) .