10-Q: Reliant Holdings Reports Q3 2024 Results, Impacted by Acquisition and Impairments
Quarterly Report
Reliant Holdings' Q3 2024 results reflect the impact of a recent acquisition and significant impairments, alongside a review of strategic alternatives.
Summary
- Reliant Holdings reported a net loss of $1.047 million for the three months ended September 30, 2024, and a net loss of $1.789 million for the nine months ended September 30, 2024.
- The company's revenue for the three months ended September 30, 2024, was $898,797, and $2.166 million for the nine months ended September 30, 2024.
- The company completed a reverse merger with HLDCO, LLC on July 25, 2024, which significantly impacted the financial statements.
- A material weakness in internal controls was identified due to the company's small size and limited personnel.
- The company is reviewing strategic alternatives due to the costs of public reporting obligations.
- The company had a working capital deficit of $3.5 million as of September 30, 2024.
- The company recognized an impairment of $405,614 related to amounts owed by affiliated entities.
Sentiment
Score: 3
Explanation: The document presents a concerning financial picture with significant losses, a working capital deficit, and internal control weaknesses. While there are some positive aspects, such as revenue growth, the overall sentiment is negative due to the company's financial challenges and risks.
Positives
- Revenue increased by 34% for the three months ended September 30, 2024, compared to the same period in 2023.
- The acquisition of HLDCO, LLC is expected to enhance the company's market value.
Negatives
- The company experienced a net loss of $1.047 million for the three months ended September 30, 2024, and a net loss of $1.789 million for the nine months ended September 30, 2024.
- Operating expenses increased by 103% for the three months ended September 30, 2024.
- The company has a working capital deficit of $3.5 million as of September 30, 2024.
- A material weakness in internal controls was identified.
- The company recognized an impairment of $405,614 related to amounts owed by affiliated entities.
- The company's marketing business declined during the period.
Risks
- The company has a working capital deficit and may require additional funding to continue operations.
- The company's ability to continue as a going concern is dependent on its ability to develop additional sources of capital and/or achieve profitable operations.
- The company is reviewing strategic alternatives due to the costs of public reporting obligations, which may result in a change of control.
- The company's sole officer and director has control over the voting stock.
- The company is dependent on a small number of customers.
- The company faces competition in its industry.
- The company may experience dilution to existing stockholders if it raises additional capital through the sale of equity securities.
- The company has identified a material weakness in its internal control over financial reporting.
Future Outlook
The company plans to continue using the same marketing and management strategies, provide quality products, and seek to expand operations organically or through acquisitions. The company anticipates the need for additional funding to continue operations and is exploring options for raising capital through debt or equity sales.
Management Comments
- Management believes that aggressive marketing combined with additional financing will result in improved operations and cash flows in the future.
- Mr. Zdanow, as sole officer and director, is committed to acting in the best interests of the Company, its stockholders and its stakeholders.
Industry Context
The company operates in the competitive marketing and custom pool construction industries. The acquisition of HLDCO is intended to enhance the company's market value and provide a platform for growth in the marketing sector. The company's pool construction business is focused on the greater Austin, Texas market.
Comparison to Industry Standards
- The company's financial performance is below industry standards for profitability, as evidenced by the significant net losses.
- The company's reliance on a small number of customers is a risk factor that is not uncommon in the custom pool construction industry, but it is a concern for investors.
- The company's marketing business is competing with established agencies, and the company's ability to scale and compete effectively will be critical to its success.
- The company's working capital deficit is a significant concern and is not typical for companies in the marketing and construction industries.
- The company's internal control weaknesses are a significant concern and need to be addressed to ensure the reliability of financial reporting.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| director | Elijah May | Claude Zdanow | 2024-06-13 | Resignation of previous director and appointment of new director. |
| Chief Executive Officer | Elijah May | Claude Zdanow | 2024-06-13 | Resignation of previous CEO and appointment of new CEO. |
| President | Elijah May | Claude Zdanow | 2024-06-13 | Resignation of previous President and appointment of new President. |
Legal Proceedings
- The company is not currently a party to any material legal proceeding.
Related Party Transactions
- The company recognized revenues of approximately $470,000 and $433,000 from entities which share common management during the nine months ended September 30, 2024 and 2023, respectively.
- The company recognized an impairment of $405,614 related to amounts owed by affiliated entities.
- The company has a note receivable with an entity controlled by the company's CEO in the amount of $400,700.
- The company has 4 notes payable due to a related party.
Stakeholder Impact
- Shareholders may experience dilution if the company raises additional capital through the sale of equity securities.
- Employees may be impacted by the company's financial challenges and potential strategic changes.
- Customers may be impacted by changes in the company's operations or strategic direction.
- Creditors may be impacted by the company's financial challenges and potential strategic changes.
Next Steps
- The company plans to continue using the same marketing and management strategies.
- The company plans to seek to expand operations organically or through acquisitions.
- The company plans to raise additional required funding through the sale of debt or equity.
- The company is reviewing strategic alternatives due to the costs of public reporting obligations.
Key Dates
| Date | Description |
|---|---|
| 2014-05-19 | Reliant Holdings, Inc. was formed as a Nevada corporation. |
| 2014-05-23 | Reliant Pools, Inc. became a wholly-owned subsidiary of Reliant Holdings, Inc. |
| 2021-07 | Integrum Group LLC was formed as a Delaware entity. |
| 2022-03-28 | The company entered into a new lease agreement for office space in Austin, Texas. |
| 2022-07-28 | The company entered into a $225,000 line of credit agreement. |
| 2023-06-09 | HLDCO entered into a lease arrangement for apartment space in Los Angeles, California, for the company's CEO. |
| 2024-03-08 | The company extended the office lease for a term of 20 months. |
| 2024-06-13 | Claude Zdanow purchased the 1,000 shares of Series A Preferred Stock, resulting in a change of control of the company. |
| 2024-06-17 | The company entered into the acquisition of 100% ownership of HLDCO, LLC. |
| 2024-07-25 | The company completed the acquisition of HLDCO, LLC. |
| 2024-09-12 | Integrum filed a certificate of amendment to change its name to Onar, LLC. |
| 2024-09-30 | End of the reporting period for the quarterly report. |
| 2024-12-20 | Date of the report and the latest practicable date for share information. |
Keywords
acquisition, marketing, pool construction, financial results, impairment, reverse merger, internal controls, strategic alternatives, debt, equity
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