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0001879403false 0001879403 2023-10-13 2023-10-13
 
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 event reported): October 13, 2023
 
La Rosa Holdings Corp.
(Exact name of registrant as specified in its charter)
 
Nevada
 
001-41588
 
87-1641189
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
1420 Celebration Blvd.,
2
nd
Floor
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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement 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 2.01 Completion of Acquisition or Disposition of Assets
 
La Rosa Realty Lake Nona, Inc
.
 
On October 13, 2023, 
La Rosa Holdings Corp., a Nevada corporation (the “Company”), closed the acquisition of 51% of issued and outstanding common stock (the “Majority Shares”) of La Rosa Realty Lake Nona, Inc., a Florida corporation (“Lake Nona”), a franchisee of the Company, pursuant to the previously announced stock purchase agreement, dated January 6, 2022 and amended on September 15, 2022 (the “Lake Nona Purchase Agreement”), by and among the Company, Lake Nona and the sole stockholder of Lake Nona (the “Selling Stockholder”).
 
As the consideration for the Majority Shares, the Company paid the Selling Stockholder $50,000 in cash and issued the Selling Stockholder an aggregate of 324,998
unregistered
shares of the Company’s common stock (the “Lake Nona Purchase Shares”).
 
The Selling Stockholder also entered into a lock-up/leak out agreement with the Company pursuant to which the Selling Stockholder may not sell more than one-twelfth of the Lake Nona Purchase Shares per calendar month during the one year period commencing after the six-month holding period under Rule 144 promulgated under the Securities Act of 1933, as amended, subject to applicable securities laws.
 
The foregoing summary of the Lake Nona Purchase Agreement, as amended, is qualified in its entirety by reference to such agreement and amendment thereto, copies of which are filed as
Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Horeb Kissimmee Realty, LLC
.
 
On October 16, 2023, 
the Company closed its acquisition of a majority of the membership interests (the “Majority Interests”) of Horeb Kissimmee Realty LLC, a Florida limited liability company (“Kissimmee Realty”), a franchisee of the Company, pursuant to the previously announced membership interest purchase agreement, dated December 21, 2021, as amended on September 15, 2022 (the “Kissimmee Purchase Agreement”), by and among the Company, Kissimmee and the owner of 100% of the membership interest in Kissimmee (the “Selling Member”).
 
As the consideration for the Company acquisition of the Majority Interests of Kissimmee Realty, the Company paid the Selling Member $500,000 in cash and issued the Selling Member an aggregate of
513,626
unregistered
shares of the Company’s common stock (the “Kissimmee Purchase Shares”).
 
On October 16, 2023, the Selling Member also entered into a lock-up/leak out agreement with the Company pursuant to which the Selling Member may not sell more than one-twelfth of the Kissimmee Purchase Shares per calendar month during the one year period commencing after the six-month holding period under Rule 144 promulgated under the Securities Act of 1933, as amended, subject to applicable securities laws.
 
The foregoing summary of the Kissimmee Purchase Agreement, as amended, is qualified in its entirety by reference to such agreement and amendment thereto, copies of which are filed as
Exhibits 10.6 and 10.7 to this Current Report on Form 8-K and is incorporated herein by reference.
 


 
Item 3.02. Unregistered Sales of Equity Securities.
 
As disclosed under Item 2.01 of this Form 8-K, on October 13, 2023, the Company issued an aggregate 324,998
unregistered
shares of the Company’s common stock to the Selling Stockholder of Lake Nona pursuant to the Lake Nona Purchase Agreement. The Company issued the shares pursuant to the exemption from the registration requirements of the Securities Act available to the Company under Section 4(a)(2) promulgated under the Securities Act due to the fact that the issuance did not involve a public offering of securities.
 
As disclosed under Item 2.01 of this Form 8-K, on October 16, 2023, the Company issued an aggregate of 513,626
unregistered
shares of the Company’s common stock to the Selling Member of Kissimmee Realty pursuant to the Kissimmee Realty Purchase Agreement. The Company issued the shares pursuant to the exemption from the registration requirements of the Securities Act available to the Company under Section 4(a)(2) promulgated under the Securities Act due to the fact that the issuance did not involve a public offering of securities.
 
Item 7.01 Regulation FD Disclosure.
 
On October 16, 2023, the Company issued a press release announcing the closing of the Company’s acquisition of the Majority Shares of common stock of Lake Nona described in Item 2.01 of this Current Report on Form 8-K. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
On October 18, 2023, the Company issued a press release announcing that it had closed an acquisition of 51% membership interest of Kissimmee described in Item 2.01 of this Current Report on Form 8-K. The press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
 
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
 
 
(a)
Financial Statements of Business Acquired.
 
The required financial statements of Lake Nona as of and for the fiscal year ended December 31, 2022 are attached hereto as Exhibit 99.3 and are incorporated in their entirety herein by reference.
 
The required financial statements of Lake Nona as of and for six months ended June 30, 2023 are attached hereto as Exhibit 99.4 and are incorporated in their entirety herein by reference.
 
The required financial statements of Kissimmee Realty as of and for the fiscal year ended December 31, 2022 are attached hereto as Exhibit 99.5 and are incorporated in their entirety herein by reference.
 
The required financial statements of Kissimmee Realty as of and for six months ended June 30, 2023 are attached hereto as Exhibit 99.6 and are incorporated in their entirety herein by reference.
 
(b)
Pro forma financial information.
 
 The Company will file the pro forma financial information required by Item 9.01(b) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 calendar days from the date this Current Report on Form 8-K is required to be filed.

 


 

The following exhibits are being filed herewith, unless otherwise indicated:
 
Exhibit
No.
 
Description
 
 
 
 
 
 
 
 
 
 
104
 
Cover Page Interactive Data File (embedded with the Inline XBRL document).
 
* Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264372), filed with the SEC on September 12, 2023.
 


 
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: October 19, 2023
LA ROSA HOLDINGS CORP.
 
 
 
 
 
By: 
/s/ Joseph La Rosa
 
 
Name: 
Joseph La Rosa  
 
Title: 
Chief Executive Officer  
 
 
EX-99.1 2 cm441_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

La Rosa Acquires Real Estate Brokerage Franchisee with Audited

Revenue in Excess of $9.8 Million and Positive Net Income in 2022

 

Company Begins to Execute on its Planned Roll-Up Strategy

 

Celebration, FL / October 16, 2023 / – 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 companies, today announced that it has acquired a controlling interest in the Company’s franchisee - La Rosa Realty Lake Nona, Inc. (“Lake Nona”) located in Orlando, Florida.

 

Lake Nona generated revenue in excess of $9.8 million and positive net income in 2022. The franchisee provides residential and commercial real estate brokerage services. It also provides coaching and support services to agents on a fee basis.

 

“We are excited to welcome the franchisee into the corporate organization,” said Joe La Rosa, CEO of La Rosa Holdings Corp. “We believe that not only does this acquisition expand our footprint in Florida, but it will also increase our top line revenue. With future planned franchisee acquisitions, we expect both our top line and bottom line to improve considerably as our current infrastructure is set up to support five times our current agent count. We have a brokerage model which is agent centric with 100% commission. In our view, our agent-centric commission model enables our sales agents to obtain higher net commissions than they would otherwise receive from many of our competitors in our local markets. We provide our real estate brokers and sales agents who are seeking financial independence with a turnkey solution and support them in growing their brokerages while they fund their own businesses. This enables us to maintain a low fixed-cost business model with several recurring revenue streams, yielding relatively high margins and cash flow. Moreover, we believe that our proprietary technology, training, and the support that we provide to our agents at a minimal cost to them is one of the best offered in the industry. Our strategy is to drive exponential growth to capitalize on the changing agency model trends occurring in the industry.”

 

About La Rosa Holdings Corp.

 

La Rosa is a holding company for five agent-centric, technology-integrated, cloud-based, multi-service real estate companies. 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. La Rosa has six La Rosa Realty corporate real estate brokerage offices located in Florida, 27 La Rosa Realty franchised real estate brokerage offices in six states in the United States and Puerto Rico. The Company’s real estate brokerage offices, both corporate and franchised, are staffed with more than 2,380 licensed real estate brokers and sales associates.

 

For more information, please visit: https://www.larosaholdings.com

 

   

 

Forward-Looking Statements

 

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 and the Company’s customers' economic condition, the impact of competitive services and pricing, general economic conditions 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 headings “Risk Factors” and elsewhere in documents that we file from time to time with the SEC. Forward-looking statements contained in this press release are made only as of the date of the this press release, and 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 is not incorporated by reference into this press release.

 

For more information, contact: info@larosaholdings.com

 

Investor Relations Contact:

Crescendo Communications, LLC

David Waldman/Natalya Rudman

Tel: (212) 671-1020

Email: LRHC@crescendo-ir.com

 

   

 

 

 

EX-99.2 3 cm441_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

 

La Rosa Acquires Second Real Estate Brokerage Franchisee with Audited

Revenue of $10.8 Million and Positive Net Income in 2022

 

Company Continues to Execute on its Planned Roll-Up Strategy

 

Celebration, FL / October 18, 2023 / – 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 companies, today announced that it has acquired a controlling interest in the Company’s franchisee - Horeb Kissimmee Realty, LLC (“Kissimmee) located in Kissimmee, Florida.

 

Kissimmee generated revenue of $10.8 million and had positive net income in 2022. The franchisee provides residential and commercial real estate brokerage services. It also provides coaching and support services to agents on a fee basis.

 

Joe La Rosa, CEO of the Company, commented, “We are executing on our planned roll-up strategy of acquiring profitable franchisees. We believe that this acquisition when combined with the previous acquisition of La Rosa Realty Lake Nona, Inc., will double our top-line revenue. We have several other acquisitions in the pipeline, and we expect both our top-line and bottom-line revenue to improve considerably as our current infrastructure is set up to support five times our current agent count. We believe our brokerage model is unique when compared to many of our competitors in our local market. It is agent centric with 100% commission and it also provides real estate brokers and sales agents who are seeking financial independence with a turnkey solution and support in growing their brokerages while they fund their own businesses. This enables us to maintain a low fixed-cost business model with several recurring revenue streams, yielding relatively high margins and cash flow. We also offer proprietary technology, training, and support to our agents at a minimal cost to them which we believe is one of the best packages offered in the industry.”

 

About La Rosa Holdings Corp.

 

La Rosa is a holding company for five agent-centric, technology-integrated, cloud-based, multi-service real estate companies. 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. La Rosa has seven La Rosa Realty corporate real estate brokerage offices located in Florida, 26 La Rosa Realty franchised real estate brokerage offices in six states in the United States and Puerto Rico. The Company’s real estate brokerage offices, both corporate and franchised, are staffed with more than 2,380 licensed real estate brokers and sales associates.

 

For more information, please visit: https://www.larosaholdings.com

 

   

 

Forward-Looking Statements

 

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 and the Company’s customers' economic condition, the impact of competitive services and pricing, general economic conditions 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 headings “Risk Factors” and elsewhere in documents that we file from time to time with the SEC. Forward-looking statements contained in this press release are made only as of the date of the this press release, and 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 is not incorporated by reference into this press release.

 

For more information, contact: info@larosaholdings.com

 

Investor Relations Contact:

Crescendo Communications, LLC

David Waldman/Natalya Rudman

Tel: (212) 671-1020

Email: LRHC@crescendo-ir.com

 

   

 

 

 

EX-99.3 4 cm441_ex99-3.htm EXHIBIT 99.3

 

Exhibit 99.3

 

INDEPENDENT AUDITOR’S REPORT

 

To the Stockholder of La Rosa Realty Lake Nona, Inc.

 

Opinion

 

We have audited the accompanying financial statements of La Rosa Realty Lake Nona, Inc. (a Florida Limited Liability Company), which comprise the balance sheets as of December 31, 2022 and 2021, and the related statements of income, changes in stockholder’s deficit, and cash flows for the years then ended, and the related notes to the financial statements.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of La Rosa Realty Lake Nona, Inc. as of December 31, 2022 and 2021, 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.

 

Basis for Opinion

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of La Rosa Realty Lake Nona, Inc. and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. 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 Financial Statements

 

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about La Rosa Realty Lake Nona, Inc.’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

 

Auditor’s Responsibilities for the Audit of the Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 generally accepted auditing standards 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 financial statements.

 

   F-1  

 

To the Stockholder of La Rosa Realty Lake Nona, Inc.

 

In performing an audit in accordance with generally accepted auditing standards, we:

 

· Exercise professional judgment and maintain professional skepticism throughout the audit.
· Identify and assess the risks of material misstatement of the 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 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 La Rosa Realty Lake Nona, Inc.’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 financial statements.
· Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about La Rosa Realty Lake Nona, Inc.’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/ Rosenberg Rich Baker Berman, P.A.

 

Somerset, New Jersey

April 24, 2023

 

   F-2  

 

 

La Rosa Realty Lake Nona, Inc.

Balance Sheets

 

    December 31,  
    2022     2021  
Assets            
Current Assets                
Cash   $ 144,559     $ 138,814  
Accounts receivable     166,583       340,557  
Other current assets     10,611       12,399  
Total Current Assets     321,753       491,770  
                 
Right of use asset     445,533       -  
                 
Total Assets   $ 767,286     $ 491,770  
                 
Liabilities and Stockholder's Deficit                
Current Liabilities                
Accounts payable   $ 329,582     $ 408,108  
Operating lease liability     74,607       -  
Due to related party     -       83,762  
Notes payable, current     5,559       11,919  
Total Current Liabilities     409,748       503,789  
                 
Operating lease liability, net of current     370,926       -  
Notes payable, net of current     107,441       121,150  
Security deposits payable     2,500       2,500  
Total Liabilities     890,615       627,439  
                 
Commitments and contingencies (Note 5)                
                 
Stockholder's Deficit     (123,329 )     (135,669 )
                 
Total Liabilities and Stockholder's Deficit   $ 767,286     $ 491,770  

 

See notes to the financial statements.    

 

   F-3  

 

La Rosa Realty Lake Nona, Inc.

Statements of Income

 

    Years Ended December 31,  
    2022     2021  
             
Revenue   $ 9,888,547     $ 10,478,475  
                 
Cost of revenue     8,976,222       9,480,249  
                 
Gross Profit     912,325       998,226  
                 
Operating Expenses                
General and administrative expenses     657,763       582,576  
Sales and marketing expenses     54,229       47,547  
Total Operating Expenses     711,992       630,123  
                 
Income From Operations     200,333       368,103  
                 
Other Income (Expense)                
Forgiveness of debt     20,069       11,700  
Other income (expense)     3,977       (785 )
Other Income     24,046       10,915  
                 
Net Income   $ 224,379     $ 379,018  

 

See notes to the financial statements.    

 

   F-4  

 

 La Rosa Realty Lake Nona, Inc.

Statement of Changes in Stockholder’s Deficit

 

    Amount  
       
Balance, January 1, 2021   $ (33,758 )
         
Stockholder distributions     (480,929 )
         
Net income     379,018  
         
Balance, December 31, 2021     (135,669 )
         
Stockholder distributions     (212,039 )
         
Net income     224,379  
         
Balance, December 31, 2022   $ (123,329 )

 

See notes to the financial statements.     

 

   F-5  

 

La Rosa Realty Lake Nona, Inc.

Statements of Cash Flows

  

    Years Ended December 31,  
    2022     2021  
             
Cash Flows from Operating Activities                
Net Income   $ 224,379     $ 379,018  
Adjustments to Reconcile Net Income to Net Cash                
Provided by Operating Activities:                
Forgiveness of debt     (20,069 )     (11,700 )
(Increase) Decrease in Operating Assets:                
Accounts receivable     173,974       (211,352 )
Other current assets     1,788       (12,399 )
Increase (Decrease) in Operating Liabilities:                
Accounts payable and accrued expenses     (78,526 )     200,431  
Security deposit     -       (50 )
Deferred revenue                
Due to related party     (83,762 )     83,762  
Net Cash Provided by Operating Activities     217,784       427,710  
                 
Cash Flows from Financing Activities                
Proceeds from notes payable     -       20,169  
Distributions paid     (212,039 )     (480,929 )
Net Cash Used in Financing Activities     (212,039 )     (460,760 )
                 
Net Increase (Decrease) in Cash     5,745       (33,050 )
Cash at Beginning of Year     138,814       171,864  
Cash at End of Year   $ 144,559     $ 138,814  
                 
Supplemental Disclosures of Cash Flow Information:                
Cash Paid During the Year for:                
Interest   $ -     $ -  
Income taxes   $ -     $ -  

 

See notes to the financial statements.    

 

   F-6  

 

La Rosa Realty Lake Nona, Inc.

Notes to the Financial Statements

 

NOTE 1 - DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

 

Nature of Operations

 

La Rosa Reality Lake Nona, Inc. (the "Company") provides residential and commercial real estate brokerage services to the public primarily through sales agents. The Company also provides coaching and support services to agents on a fee basis.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of the Company's combined financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Accounts Receivable

 

Accounts receivable consist of balances due from agents and commissions from closings. The Company has not recorded allowances due to the Company's historical ability to collect substantially all receivables. In determining collectability, historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances.

 

   F-7  

 

La Rosa Realty Lake Nona, Inc.

Notes to the Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Fair Value Measurements

 

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. The methodology establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels as follows:

 

- Level 1 - Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

 

- Level 2 - Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and

 

- Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

 

ASC 820 requires the use of observable data if such data is available without undue cost and effort. When available, the company uses unadjusted quoted market prices to measure the fair value and classifies such items within Level 1. If quoted market prices are not available, fair value is based upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates. Items valued using internally generated models are classified according to the lowest level input or value driver that is significant to the valuation.

 

The determination of fair value considers various factors including interest rate yield curves and time value underlying the financial instruments. In the event of an other-than-temporary impairment of a non-public equity method investment, the Company uses the net asset value of its investment in the investee, adjusted using discounted cash flows, for the company's estimate of the price that it would consider all factors that would impact the investment's fair value. As of December 31, 2022 and 2021 the Company did not have any assets or liabilities measured at fair value.

 

Revenue Recognition

 

The Company applies the provision of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"). The Company measures revenue within the scope of ASC 606 by applying the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of ASC 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The application of these five steps necessitates the development of assumptions that require judgment.

 

The Company records revenue based upon the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. A performance obligation is a contractual promise to transfer a distinct good or service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Under ASC 606, performance obligations are recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

 

   F-8  

 

La Rosa Reality Lake Nona, Inc.

Notes to the Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition (continued)

 

Real Estate Brokerage Services (Residential)

 

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing residential real estate transactions. This portion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company's portion of the agreed-upon commission rate to the property's selling price. The Company may provide services to the buyer, seller, or both parties to a transaction. When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the "buy" side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company's customers remit payment for the Company's services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. In addition to commission, revenue from real estate brokerage services (residential) consists of annual and monthly dues charged to our agents for providing systems, accounting, marketing tools, and compliance services. The annual and monthly dues are recognized each month as the services are provided.

 

Coaching Services

 

The Company provides mandatory training and guidance to newly licensed agents for their first three sales transactions. Revenue is recognized based on 10% of the commission earned on these transactions payable upon closing of the transaction. Coaches also provide optional special education services throughout the year to agents.

 

Real Estate Brokerage Services (Commercial)

 

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing commercial real estate transactions. This portion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Correspondingly, the Company is defined as the principal. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company's portion of the agreed-upon commission rate to the property's selling price. The Company may provide services to the buyer, seller, or both parties to a transaction.

 

   F-9  

 

La Rosa Reality Lake Nona, Inc.

Notes to the Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition (continued)

 

Real Estate Brokerage Services (Commercial), continued

 

When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the "buy" side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company's customers remit payment for the Company's services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction at a rate of 10% of the gross commission income. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided.

 

Revenues from contracts with customers are summarized by category as follows for the years ended December 31:

 

    2022     2021  
Real Estate Brokerage Services (Residential)   $ 9,840,335     $ 10,401,187  
Coaching Services     47,752       68,217  
Real Estate Brokerage Services (Commercial)     460       9,071  
Revenue   $ 9,888,547     $ 10,478,475  

 

Cost of Revenue

 

Cost of revenue consists primarily of agent commissions less fees.

 

Advertising

 

Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2022 and 2021 was $20,064 and $2,000, respectively.

 

Income Taxes

 

The Company is taxed as an "S" Corporation under the Internal Revenue Code. The Company’s income is included in the stockholder’s income tax returns. Accordingly, the Company generally is not subject to federal or certain state income taxes.

 

The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

 

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

 

   F-10  

 

La Rosa Reality Lake Nona, Inc.

Notes to the Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Income Taxes (continued)

 

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

 

The Company has identified the United States as its only “major” tax jurisdiction.

 

Leases

 

In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02 (“ASU 2016-02”), which requires lessees to recognize leases on balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted ASC 842 as of January 1, 2022 using the modified retrospective basis with a cumulative effect adjustment as of that date. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed us to carry forward the historical determination of contracts as leases, lease classification and not reassess initial direct costs for historical lease arrangements. Accordingly, previously reported financial statements, including footnote disclosures, have not been recast to reflect the application of the new standard to all comparative periods presented.

 

Operating lease assets are included within operating lease right-of-use assets, and the corresponding operating lease liabilities are recorded as current portion of long-term operating lease, and within long-term liabilities as long-term operating lease, net of current portion on our consolidated balance sheet as of December 31, 2022.

 

Adoption of the new lease standard on January 1, 2022 had a material impact on our consolidated balance sheet. The most significant impacts related to the recognition of right-of-use ("ROU") asset of $439,682 and lease liability of $439,682 for our operating lease on the consolidated balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The standard did not materially impact our consolidated statement of operations and consolidated statement of cash flows.

 

   F-11  

 

 La Rosa Reality Lake Nona, Inc.

Notes to the Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Recently Issued Accounting Standards

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. In addition, an entity will have to disclose significantly more information about allowances and credit quality indicators. The new standard is effective for the Company for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of the pending adoption of the new standard on its financial statements and intends to adopt the standard on January 1, 2023.

 

Subsequent Events Evaluation Date

 

The Company evaluated the events and transactions subsequent to its December 31, 2022 balance sheet date, in accordance with FASB ASC 855-10-50, “Subsequent Events,” determined there were no significant events to report through April 24, 2023, which is the date the financial statements were available to be issued.

 

NOTE 3 - CONCENTRATIONS OF BUSINESS AND CREDIT RISK

 

At times throughout the year, the Company may maintain certain bank accounts in excess of FDIC insured limits of $250,000.

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

At December 31, 2021 the Company owed its sole stockholder $83,762 in unpaid commissions.

 

NOTE 5 - COMMITMENTS AND CONTINGENCIES

 

The Company is obligated under a noncancellable operating lease terms for office space, which expires in September 2027 with monthly payments of $8,223, plus certain occupancy expenses as prescribed in the lease, including without limitation certain utility costs. The Company is also obligated under a noncancellable operating lease terms for office equipment, which expires in November 2026 with monthly payments of $429. Rent expense under all leases for the years ended December 31, 2022 and 2021 was $143,799 and $125,764, respectively.

 

   F-12  

 

La Rosa Reality Lake Nona, Inc.

Notes to the Financial Statements

 

NOTE 5 - COMMITMENTS AND CONTINGENCIES (continued)

 

The balances for operating leases where the Company is the lessee are presented as follows within the balance sheet:

 

Operating leases:   December 31,
2022
 
Assets:        
Operating lease right-of-use asset   $ 445,533  
Liabilities:        
Current portion of long-term operating lease     74,607  
Long-term operating lease, net of current portion     370,926  
    $ 445,533  

 

The components of lease expense are as follows within our statement of income:

 

    December 31,
2022
 
Operating lease right-of-use asset   $ 90,742  

 

Other information related to leases where we are the lessee is as follows:

 

   

December 31,

2022

 
Weighted-average remaining lease term:        
Operating leases     4.71 years  
         
Discount rate:        
Operating leases     4.14 %

 

Supplemental cash flow information related to leases where we are the lessee is as follows:

 

   

December 31,

2022

 
Cash paid for amounts included in the measurements of lease liabilities:   $ 91,944  

 

As of December 31, 2022, the maturities of our operating lease liability are as follows:

 

 

Year Ended:

 

December 31,

2022

 
December 31, 2023   $ 104,574  
December 31, 2024     104,574  
December 31, 2025     104,574  
December 31, 2026     103,451  
December 31, 2027     74,002  
Total minimum lease payments     491,175  
Less: Interest     (45,642 )
Present value of lease obligations     445,533  
Less: Current portion     (74,607 )
Long-term portion of lease obligations   $ 370,926  

 

   F-13  

 

La Rosa Reality Lake Nona, Inc.

Notes to the Financial Statements

 

NOTE 6 - DEBT

 

Notes Payable

 

The Company's notes payable balance consists of the following at December 31:

 

    2022     2021  
Paycheck Protection Program Loans   $ -     $ 20,069  
Economic Injury Disaster Loans     113,000       113,000  
Total Notes Payable     113,000       133,069  
Less: Current Portion     (5,559 )     (11,919 )
Notes Payable - Long Term   $ 107,441     $ 121,150  

 

Paycheck Protection Program Loan

 

On May 4, 2020, the Company received loan proceeds under the Paycheck Protection Program pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) as administered by the U.S. Small Business Administration (the “SBA”) in the principal amount of $11,700 (the “PPP Loan”). On March 29, 2021, the Company and the SBA amended the loan and the Company received additional proceeds in the amount of $20,069. The Loan, as amended matures on January 4, 2025 and bears interest at a rate of 1.00% per annum. The Lender will have 90 days to review borrower’s forgiveness application and the United States Small Business Administration ("SBA") will have an additional 60 days to review the Lender’s decision as to whether the borrower’s loan may be forgiven. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered utilities, and certain covered mortgage interest payments during the twenty-four week period beginning on the date of first disbursement of the PPP Loan.

 

For purposes of the CARES Act, payroll costs exclude compensation of an individual employee earning more than $100,000, prorated annually. Not more than 40% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. The original loan of $11,700 was forgiven in 2021 and the additional amount of $20,069 was forgiven in 2022.

 

Economic Injury Disaster Loan

 

On June 22, 2020, the Company received proceeds from an Economic Injury Disaster Loan ("EIDL" or "the "Loan") from the Small Business Administration ("SBA"), in the amount of $113,000. The Loan, which is in the form of a promissory note dated June 22, 2020, matures on June 22, 2050 and bears interest at a rate of 3.75% per annum. Payments are to be made monthly beginning as of June 22, 2022. Each payment is to be applied first to the interest accrued to the date of receipt of each payment, and the remaining balance, if any, will be applied to the principal. The loan terms provide for a collateral interest for the SBA, and limits the use of proceeds to working capital to alleviate the effects of COVID-19 on the Company's economic condition. Unlike the Paycheck Protection Program ("PPP"), established as part of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") enacted March 27, 2020, the EIDL program does not currently provide a mechanism for loan forgiveness.

 

Future maturities of the loan payable, if not forgiven, are as follows:

 

Year ending December 31,      
2023   $ 5,559  
2024     2,312  
2025     2,408  
2026     2,507  
2027     2,610  
Thereafter     97,604  
    $ 113,000  

 

   F-14  

 

La Rosa Reality Lake Nona, Inc.

Notes to the Financial Statements

 

 

NOTE 7 - SUBSEQUENT EVENTS

 

On January 6, 2022, and later amended September 15, 2022, the Company and its stockholder's entered into an agreement with La Rosa Holdings Corp. pursuant to which La Rosa Holdings Corp. will acquire 51% of the equity interest in La Rosa Realty Lake Nona, Inc. La Rosa Franchising LLC, with whom, the Company entered into a franchise agreement with in 2019 is a wholly owned subsidiary of La Rosa Holdings Corp. The agreement will close within five days an underwritten initial public offering of La Rosa Holdings Corp.

 

   F-15  

 

 

EX-99.4 5 cm441_ex99-4.htm EXHIBIT 99.4

 

Exhibit 99.4

 

La Rosa Realty Lake Nona, Inc.

Balance Sheets

 

    June 30, 2023     December 31, 2022  
    (Unaudited)     (Audited)  
             
Assets                
Current Assets                
Cash   $ 44,365     $ 144,559  
Accounts receivable, net     84,723       166,583  
Other current assets     -       10,611  
Total current Assets     129,088       321,753  
                 
Right of use asset     400,479       445,533  
                 
Total Assets   $ 529,567     $ 767,286  
                 
Liabilities and Stockholders' Deficit                
                 
Current Liabilities                
Accounts payable   $ 112,834     $ 318,878  
Accrued expenses     10,016       10,704  
Note payable, current     -       5,559  
Operating lease liability     89,175       74,607  
Total Current Liabilities     212,025       409,748  
                 
Note payable, net of current     113,000       107,441  
Security deposits payable     2,500       2,500  
Operating lease liability, net of current     312,015       370,926  
Total Liabilities     639,540       890,615  
                 
Commitments and contingencies (Note 4)                
                 
Stockholders' Deficit     (109,973 )     (123,329 )
                 
Total Liabilities and Stockholders' Deficit   $ 529,567     $ 767,286  

 

See notes to the unaudited interim financial statements

 

   F-1  

 

La Rosa Realty Lake Nona, Inc.

Statements of Income

 

    Six Months ended June 30,  
    2023     2022  
    (Unaudited)     (Unaudited)  
             
Revenue   $ 4,354,460     $ 5,024,829  
                 
Cost of revenue     3,861,913       4,532,587  
                 
Gross Profit     492,547       492,242  
                 
Operating Expenses                
General and administrative expenses     353,831       342,471  
Sales and marketing expenses     17,164       45,883  
Total Operating Expenses     370,995       388,354  
                 
Income From Operations     121,552       103,888  
                 
Other Income (Expense)                
Forgiveness of debt     -       20,069  
Interest expense     (2,490 )     (2,118 )
Other Income (Expense)     (2,490 )     17,951  
                 
Net Income   $ 119,062     $ 121,839  

  

See notes to the unaudited interim financial statements.

 

   F-2  

 

La Rosa Realty Lake Nona, Inc.

Statements of Stockholder’s Deficit

 

    Amount  
    (Unaudited)  
Balance as of January 1, 2023   $ (123,329 )
         
Net income     119,062  
         
Stockholder distributions     (105,706 )
         
Balance as of June 30, 2023   $ (109,973 )

 

    Amount  
       
Balance as of January 1, 2022     (135,668 )
         
Net income     121,839  
         
Stockholder distributions     (73,432 )
         
Balance as of June 30, 2022     (87,261 )

 

See notes to the unaudited interim financial statements.

 

   F-3  

 

La Rosa Realty Lake Nona, Inc.

Statements of Cash Flows

 

    Six Months Ended June 30,  
    2023     2022  
    (Unaudited)     (Unaudited)  
Cash Flows from Operating Activities:                
Net Income   $ 119,062     $ 121,839  
Adjustments to Reconcile Net Income to Net Cash                
Provided by Operating Activities:                
Amortization of Financing Lease     2,640       -  
Forgiveness of debt     -       (20,069 )
Provision for bad debts     19,685       -  
Changes in Operating Assets and Liabilities:                
Accounts receivable     62,176       285,246  
Prepaid expenses     10,611       12,399  
Accounts payable and accrued expenses     (206,733 )     (167,319 )
Operating lease liabilities     1,023       -  
Net Cash Provided by Operating Activities     8,464       232,096  
                 
Cash Flows Used in Investing Activities:                
Cash paid for financing lease     (2,952 )     -  
Net Cash Used in Investing Activities     (2,952 )     -  
                 
Cash Flows from Financing Activities:                
Payments to related party     -       (83,762 )
Distributions paid     (105,706 )     (73,432 )
Net Cash Used in Financing Activities     (105,706 )     (157,194 )
                 
Net Change in Cash     (100,194 )     74,902  
Cash at Beginning of Year     144,559       138,814  
Cash at End of Period   $ 44,365     $ 213,716  
                 
Supplemental Disclosures of Cash Flow Information:                
Cash Paid During the Period for:                
Interest   $ 3,178     $ 528  
Income taxes   $ -     $ -  

 

See notes to the unaudited interim financial statements.

 

   F-4  

 

La Rosa Realty Lake Nona, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

 

NOTE 1 - DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

 

Nature of Operations

 

La Rosa Realty Lake Nona, Inc. (the “Company”) provides residential and commercial real estate brokerage services to the public primarily through sales agents. The business also provides coaching and support services to agents on a fee basis.

 

Liquidity

 

The Company is subject to the risks and challenges associated with companies at a similar stage of development. These include dependence on key individuals, successful development and marketing of its offerings, and competition with larger companies with greater financial, technical, and marketing resources. Furthermore, during the period required to achieve substantially higher revenue in order to become consistently profitable, the Company may require additional funds that might not be readily available or might not be on terms that are acceptable to the Company. Based on the Company’s current cash position and resources, management believes the Company has adequate resources to fund its operations for the next twelve months from the date these financial statements are made available.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of the Company’s combined financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Accounts Receivable

 

Accounts receivable consist of balances due from agents and commissions from closings. The Company records no allowances due to the Company’s ability to collect substantially all receivables. In determining collectability, historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances.

 

   F-5  

 

La Rosa Realty Lake Nona, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Fair Value Measurements

 

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. The methodology establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels as follows:

 

  - Level 1 - Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
     
  - Level 2 - Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and
     
  - Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

 

ASC 820 requires the use of observable data if such data is available without undue cost and effort. When available, the company uses unadjusted quoted market prices to measure the fair value and classifies such items within Level 1. If quoted market prices are not available, fair value is based upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates. Items valued using internally generated models are classified according to the lowest level input or value driver that is significant to the valuation.

 

The determination of fair value considers various factors including interest rate yield curves and time value underlying the financial instruments. In the event of an other-than-temporary impairment of a nonpublic equity method investment, the Company uses the net asset value of its investment in the investee, adjusted using discounted cash flows, for the company’s estimate of the price that it would consider all factors that would impact the investment’s fair value. As of June 30, 2023 and December 31, 2022 the Company did not have any assets or liabilities measured at fair value.

 

Revenue Recognition

 

The Company applies the provision of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The Company measures revenue within the scope of ASC 606 by applying the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of ASC 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The application of these five steps necessitates the development of assumptions that require judgment.

 

The Company records revenue based upon the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. A performance obligation is a contractual promise to transfer a distinct good or service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

 

   F-6  

 

La Rosa Realty Lake Nona, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition (continued)

 

Real Estate Brokerage Services (Residential)

 

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing residential real estate transactions. This portion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company’s portion of the agreed-upon commission rate to the property’s selling price. The Company may provide services to the buyer, seller, or both parties to a transaction. When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the “buy” side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company’s customers remit payment for the Company’s services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. In addition to commission, revenue from real estate brokerage services (residential) consists of annual and monthly dues charged to our agents for providing systems, accounting, marketing tools, and compliance services. The annual and monthly dues are recognized each month as the services are provided.

 

Coaching Services

 

The Company provides mandatory training and guidance to newly licensed agents for their first three sales transactions. Revenue is recognized based on 10% of the commission earned on these transactions payable upon closing of the transaction. Coaches also provide optional special education services throughout the year to agents.

 

Real Estate Brokerage Services (Commercial)

 

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing commercial real estate transactions. This portion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Correspondingly, the Company is defined as the principal. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company’s portion of the agreed-upon commission rate to the property’s selling price. The Company may provide services to the buyer, seller, or both parties to a transaction.

 

   F-7  

 

La Rosa Realty Lake Nona, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition (continued)

 

Real Estate Brokerage Services (Commercial), continued

 

When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the “buy” side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company’s customers remit payment for the Company’s services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction at a rate of 10% of the gross commission income. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided.

 

Revenues from contracts with customers are summarized by category as follows for the six months ended June 30:

 

    2023     2022  
Real Estate Brokerage Services (Residential)   $ 4,334,874     $ 4,984,257  
Coaching Services     19,586       40,572  
Revenue   $ 4,354,460     $ 5,024,829  

 

Cost of Revenue

 

Cost of revenue consists primarily of agent commissions less fees.

 

Advertising

 

Advertising costs are expensed as incurred. Advertising expenses for the six months ended June 30, 2023 and 2022 was $6,984 and $7,780, respectively.

 

Income Taxes

 

The Company is taxed as an “S” Corporation under the Internal Revenue Code. The Company’s income is included in the stockholder’s income tax returns. Accordingly, the Company generally is not subject to federal or certain state income taxes.

 

   F-8  

 

La Rosa Realty Lake Nona, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Leases

 

In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02 (“ASU 2016-02”), which requires lessees to recognize leases on balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize an ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted ASC 842 as of January 1, 2022 using the modified retrospective basis with a cumulative effect adjustment as of that date. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to carry forward the historical determination of contracts as leases, lease classification and not reassess initial direct costs for historical lease arrangements. Accordingly, previously reported financial statements, including footnote disclosures, have not been recast to reflect the application of the new standard to all comparative periods presented.

 

Lease assets are included within lease right-of-use assets, and the corresponding lease liabilities are recorded as current portion of long-term leases, and within long-term liabilities as long-term leases, net of the current portion on the consolidated balance sheet as of June 30, 2023.

 

Adoption of the new lease standard on January 1, 2022 had a material impact on the Company’s consolidated balance sheet. As of June 30, 2023, the Company recognized a right-of-use (“ROU”) asset of $400,479 and offset with lease liability of $401,190. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The standard did not materially impact the consolidated statement of operations and consolidated statement of cash flows.

 

   F-9  

 

La Rosa Realty Lake Nona, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Recently Issued Accounting Standards

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. In addition, an entity will have to disclose significantly more information about allowances and credit quality indicators. The new standard is effective for the Company for fiscal years beginning after December 15, 2022. The Company adopted the standard beginning in fiscal year 2023. The adoption did not have a material impact on the Company’s consolidated financial statements.

 

NOTE 3 - CONCENTRATIONS OF BUSINESS AND CREDIT RISK

 

At times throughout the year, the Company may maintain certain bank accounts in excess of FDIC insured limits of $250,000.

 

NOTE 4 - COMMITMENTS AND CONTINGENCIES

 

The Company is obligated under a noncancellable operating lease for office space, which expires in September 2027 with monthly payments of $8,223, plus certain occupancy expenses as prescribed in the lease. The Company is also obligated under a noncancellable financing lease for office equipment, which expires in November 2026 with monthly payments of $492. Lease expense for six months ended June 30, 2023 and 2022 was $52,397 and $80,135, respectively.

 

   F-10  

 

La Rosa Realty Lake Nona, Inc.

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

 

NOTE 6 - DEBT

 

Notes Payable

 

The Company’s notes payable balance consists of the following at June 30:

 

    2023     2022  
Economic Injury Disaster Loans     113,000       113,000  
Total Notes Payable     113,000       133,000  
Less: Current Portion     -     -  
Notes Payable - Long Term   $ 113,000     $ 133,000  

 

Economic Injury Disaster Loan

 

On June 22, 2020 the Company received proceeds from an Economic Injury Disaster Loan (“EIDL” or “the “Loan”) from the Small Business Administration (“SBA”), in the amount of $113,000. The Loan, which is in the form of a promissory note dated June 22, 2020, matures on June 22, 2050 and bears interest at a rate of 3.75% per annum. Payments are to be made monthly beginning as of June 22, 2022. Each payment is to be applied first to the interest accrued to the date of receipt of each payment, and the remaining balance, if any, will be applied to the principal. The loan terms provide for a collateral interest for the SBA and limits the use of proceeds to working capital to alleviate the effects of COVID-19 on the Company’s economic condition. The EIDL program does not currently provide a mechanism for loan forgiveness.

 

NOTE 7 - SUBSEQUENT EVENTS

 

On January 6, 2022, the Company and its stockholder's entered into an agreement with La Rosa Holdings Corp. pursuant to which La Rosa Holdings Corp. will acquire 51% of the equity interest in La Rosa Realty Lake Nona, Inc. La Rosa Franchising LLC, with whom, the Company entered into a franchise agreement with in 2019 is a wholly owned subsidiary of La Rosa Holdings Corp. The agreement will close within five days an underwritten initial public offering of La Rosa Holdings Corp.

 

   F-11  

 

 

EX-99.5 6 cm441_ex99-5.htm EXHIBIT 99.5

 

Exhibit 99.5

 

 INDEPENDENT AUDITOR’S REPORT

 

To the Members of Horeb Kissimmee Realty, LLC

d/b/a La Rosa Realty Kissimmee

 

Opinion

 

We have audited the accompanying financial statements of Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee (a Florida Limited Liability Company), which comprise the balance sheets as of December 31, 2022 and 2021, and the related statements of income, changes in members’ equity (deficit), and cash flows for the years then ended, and the related notes to the financial statements.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee as of December 31, 2022 and 2021, 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.

 

Basis for Opinion

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. 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 Financial Statements

 

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

 

Auditor’s Responsibilities for the Audit of the Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 generally accepted auditing standards 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 financial statements.

 

   F-1  

 

To the Member of Horeb Kissimmee Realty, LLC

d/b/a La Rosa Realty Kissimmee

 

In performing an audit in accordance with generally accepted auditing standards, we:

 

· Exercise professional judgment and maintain professional skepticism throughout the audit.
· Identify and assess the risks of material misstatement of the 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 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 Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee’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 financial statements.
· Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee’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/ Rosenberg Rich Baker Berman, P.A.

 

Somerset, New Jersey

April 24, 2023

 

   F-2  

 

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Balance Sheets

 

    December 31,  
    2022     2021  
Assets            
Current Assets                
Cash   $ 124,296     $ 535,240  
Accounts receivable     104,151       309,552  
Total Current Assets     228,447       844,792  
                 
Fixed Assets, net     12,291       19,068  
                 
Right of use asset    

134,387

     

-

 
                 
Total Assets   $ 375,125     $ 863,860  
                 
Liabilities and Members' Equity (Deficit)                
Current Liabilities                
Accounts payable   $ 196,662     $ 396,343  
Operating lease liability     59,001       -  
Notes payable, current     7,765       4,670  
Total Current Liabilities     263,428       401,013  
                 
Operating lease liability, net of current     75,386       -  
Notes payable, net of current     142,235       145,330  
Total Liabilities     481,049       546,343  
                 
Commitments and contingencies (Note 5)                
                 
Members' Equity (Deficit)     (105,924 )     317,517  
                 
Total Liabilities and Members' Equity (Deficit)   $ 375,125     $ 863,860  

 

See notes to the financial statements.

 

   F-3  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Statements of Income

 

    Years Ended December 31,  
    2022     2021  
             
Revenue   $ 10,845,224     $ 11,767,738  
                 
Cost of revenue     9,973,938       10,693,293  
                 
Gross Profit     871,286       1,074,445  
                 
Operating Expenses                
General and administrative expenses     597,529       546,128  
Sales and marketing expenses     59,333       34,614  
Total Operating Expenses     656,862       580,742  
                 
Income From Operations     214,424       493,703  
                 
Other Income                
Forgiveness of debt     -       25,692  
Other income     (15,894 )     1,428  
Other Income     (15,894 )     27,120  
                 
Net Income   $ 198,530     $ 520,823  

 

See notes to the financial statements. 

 

   F-4  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Statements of Changes in Members’ Equity 

 

    Amount  
       
Balance, January 1, 2021   $ 335,524  
         
Member distributions     (538,830 )
         
Net income     520,823  
         
Balance, December 31, 2021     317,517  
         
Member distributions     (621,971 )
         
Net income     198,530  
         
Balance, December 31, 2022   $ (105,924 )

 

See notes to the financial statements.  

 

   F-5  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Statements of Cash Flows

 

    Years Ended December 31,  
    2022     2021  
             
Cash Flows from Operating Activities                
Net Income   $ 198,530     $ 520,823  
Adjustments to Reconcile Net Income to Net Cash                
Provided by Operating Activities:                
Forgiveness of debt     -       (25,692 )
Depreciation     6,777       4,803  
(Increase) Decrease in Operating Assets:                
Accounts receivable     205,400       (29,697 )
Increase (Decrease) in Operating Liabilities:                
Accounts payable and accrued expenses     (199,680 )     23,109  
Net Cash Provided by Operating Activities     211,027       493,346  
                 
Cash Flows from Financing Activities                
Distributions paid     (621,971 )     (538,830 )
Net Cash Used in Financing Activities     (621,971 )     (538,830 )
                 
Net Decrease in Cash     (410,944 )     (45,484 )
Cash at Beginning of Year     535,240       580,724  
Cash at End of Year   $ 124,296     $ 535,240  
                 
Supplemental Disclosures of Cash Flow Information:                
Cash Paid During the Year for:                
Interest   $ -     $ -  
Income taxes   $ -     $ -  

 

See notes to the financial statements.  

 

   F-6  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

 

NOTE 1 - DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

 

Nature of Organization

 

Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee (the "Company") provides residential and commercial real estate brokerage services to the public primarily through sales agents. The business also provides coaching and support services to agents on a fee basis.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Accounts Receivable

 

Accounts receivable consist of balances due from agents and commissions from closings. For the years ended December 31, 2022 and 2021, the Company did not record any allowance for doubtful accounts, based on the Company's historical ability to collect substantially all receivables. In determining collectability, historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances.

 

Fixed Assets

 

The cost of property and equipment is depreciated using the straight-line method based on the estimated useful lives of the assets: five years for computers; seven years for office furniture and other equipment.

 

   F-7  

 

 Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Fair Value Measurements

 

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. The methodology establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels as follows:

 

- Level 1 - Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

 

- Level 2 - Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and

 

- Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

 

ASC 820 requires the use of observable data if such data is available without undue cost and effort. When available, the company uses unadjusted quoted market prices to measure the fair value and classifies such items within Level 1. If quoted market prices are not available, fair value is based upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates. Items valued using internally generated models are classified according to the lowest level input or value driver that is significant to the valuation.

 

Revenue Recognition

 

The Company applies the provision of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"). The Company measures revenue within the scope of ASC 606 by applying the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of ASC 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The application of these five steps necessitates the development of assumptions that require judgment.

 

The Company records revenue based upon the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. A performance obligation is a contractual promise to transfer a distinct good or service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Under ASC 606, performance obligations are satisfied when a customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

 

   F-8  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition (continued)

 

Real Estate Brokerage Services (Residential)

 

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing residential real estate transactions. This portion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company's portion of the agreed-upon commission rate to the property's selling price. The Company may provide services to the buyer, seller, or both parties to a transaction. When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the "buy" side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company's customers remit payment for the Company's services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. In addition to commission, revenue from real estate brokerage services (residential) consists of annual and monthly dues charged to our agents for providing systems, accounting, marketing tools, and compliance services. The annual and monthly dues is recognized each month as services are provided.

 

Coaching Services

 

The Company provides mandatory training and guidance to newly licensed agents for their first three sales transactions. Revenue is recognized based on 10% of the commission earned by the agent on these transactions and is recognized upon closing of each real estate transaction. Coaches also provide optional special education services throughout the year to agents. Revenue is recognized over time as the services are provided.

 

Real Estate Brokerage Services (Commercial)

 

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing commercial real estate transactions. This portion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Correspondingly, the Company is defined as the principal. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company's portion of the agreed-upon commission rate to the property's selling price. The Company may provide services to the buyer, seller, or both parties to a transaction.

 

   F-9  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition (continued)

 

Real Estate Brokerage Services (Commercial), continued

 

When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the "buy" side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company's customers remit payment for the Company's services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction at a rate of 10% of the gross commission income. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided.

 

Revenues from contracts with customers are summarized by category as follows for the years ended December 31:

 

    2022     2021  
Real Estate Brokerage Services (Residential)   $ 10,768,245     $ 11,670,008  
Coaching Services     46,987       62,633  
Real Estate Brokerage Services (Commercial)     29,992       35,097  
Revenue   $ 10,845,224     $ 11,767,738  

 

Cost of Revenue

 

Cost of revenue consists primarily of agent commissions.

 

Advertising

 

Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2022 and 2021 was $34,363 and $14,547, respectively.

 

Income Taxes

 

The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

 

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

 

   F-10  

  

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Income Taxes (continued)

 

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

 

The Company has identified the United States as its only tax jurisdiction.

 

Leases

 

In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02 (“ASU 2016-02”), which requires lessees to recognize leases on balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted ASC 842 as of January 1, 2022 using the modified retrospective basis with a cumulative effect adjustment as of that date. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed us to carry forward the historical determination of contracts as leases, lease classification and not reassess initial direct costs for historical lease arrangements. Accordingly, previously reported financial statements, including footnote disclosures, have not been recast to reflect the application of the new standard to all comparative periods presented.

 

Operating lease assets are included within operating lease right-of-use assets, and the corresponding operating lease liabilities are recorded as current portion of long-term operating lease, and within long-term liabilities as long-term operating lease, net of current portion on our consolidated balance sheet as of December 31, 2022.

 

Adoption of the new lease standard on January 1, 2022 had a material impact on our consolidated balance sheet. The most significant impacts related to the recognition of right-of-use ("ROU") asset of $197,607 and lease liability of $197,607 for our operating lease on the consolidated balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The standard did not materially impact our consolidated statement of operations and consolidated statement of cash flows.

 

   F-11  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Recently Issued Accounting Standards

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. In addition, an entity will have to disclose significantly more information about allowances and credit quality indicators. The new standard is effective for the Company for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of the pending adoption of the new standard on its financial statements and intends to adopt the standard on January 1, 2023.

 

Subsequent Events Evaluation Date

 

The Company evaluated the events and transactions subsequent to its December 31, 2022 balance sheet date, in accordance with FASB ASC 855-10-50, “Subsequent Events,” determined there were no significant events to report through April 24, 2023, which is the date the financial statements were available to be issued.

 

NOTE 3 - CONCENTRATIONS OF BUSINESS AND CREDIT RISK

 

At times throughout the year, the Company may maintain certain bank accounts in excess of FDIC insured limits of $250,000.

 

NOTE 4 - FIXED ASSETS

 

Fixed assets consist of the following as of December 31:

 

    2022     2021  
Equipment   $ 13,300     $ 13,300  
Furniture     15,000       15,000  
Less: accumulated depreciation     (9,232 )     (4,429 )
    $ 19,068     $ 23,871  

 

Depreciation expense for the years ended December 31, 2022 and 2021 was approximately $6,777 and $4,803, respectively.

 

NOTE 5 - COMMITMENTS AND CONTINGENCIES

 

The Company is obligated under a noncancellable operating lease terms for office space through December 2024 with monthly payments of $5,410, including annual escalation at 3% plus certain occupancy expenses as prescribed in the lease, including without limitation certain utility costs. Rent expense plus certain occupancy expenses as prescribed in the lease for the years ended December 31, 2022 and 2021 was $91,048 and $83,769, respectively.

 

   F-12  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

 

NOTE 5 - COMMITMENTS AND CONTINGENCIES (continued)

 

The balances for operating leases where the Company is the lessee are presented as follows within the balance sheet:

 

    December 31,  
Operating leases:   2022  
Assets:        
Operating lease right-of-use asset   $ 134,387  
Liabilities:        
Current portion of long-term operating lease     59,001  
Long-term operating lease, net of current portion     75,386  
    $ 134,387  

 

The components of lease expense are as follows within our statement of income:

 

   

December 31,

2022

 
Operating lease right-of-use asset   $ 66,886  

 

Other information related to leases where we are the lessee is as follows:

 

   

December 31,

2022

 
Weighted-average remaining lease term:        
Operating leases     2.00 years  
         
Discount rate:        
Operating leases     1.04 %

 

Supplemental cash flow information related to leases where we are the lessee is as follows:

 

   

December 31,

2022

 
Cash paid for amounts included in the measurements of lease liabilities:   $ 64,919  

 

As of December 31, 2022, the maturities of our operating lease liability are as follows:

 

Year Ended:  

December 31,

2022

 
December 31, 2023   $ 66,779  
December 31, 2024     59,555  
Total minimum lease payments     126,334  
Less: Interest     (1,354 )
Present value of lease obligations     124,980  
Less: Current portion     (59,001 )
Long-term portion of lease obligations   $ 65,979  

 

   F-13  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

 

NOTE 6 - DEBT

 

Notes Payable

 

The Company's notes payable balance consists of the following at December 31:

 

    2022     2021  
Economic Injury Disaster Loans   $ 150,000     $ 150,000  
Less: Current Portion     (7,765 )     (4,670 )
Notes Payable - Long Term   $ 142,235     $ 145,330  

 

Paycheck Protection Program Loan

 

On May 1, 2020, the Company received loan proceeds under the Paycheck Protection Program pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) as administered by the U.S. Small Business Administration (the “SBA”) in the principal amount of $25,692 (the “PPP Loan”). The Lender will have 90 days to review borrower’s forgiveness application and the United States Small Business Administration ("SBA") will have an additional 60 days to review the Lender’s decision as to whether the borrower’s loan may be forgiven. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered utilities, and certain covered mortgage interest payments during the twenty-four week period beginning on the date of first disbursement of the PPP Loan.

 

For purposes of the CARES Act, payroll costs exclude compensation of an individual employee earning more than $100,000, prorated annually. Not more than 40% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. The loan was forgiven in 2021.

 

Economic Injury Disaster Loan

 

On June 10, 2020, the Company received proceeds from an Economic Injury Disaster Loan ("EIDL" or "the "Loan") from the Small Business Administration ("SBA"), in the amount of $150,000. The Loan, which is in the form of a promissory note dated June 10, 2020, matures on June 10, 2050 and bears interest at a rate of 3.75% per annum. Payments are to be made monthly beginning as of June 1, 2021 in the amount of $731. Each payment is to be applied first to the interest accrued to the date of receipt of each payment, and the remaining balance, if any, will be applied to the principal. The loan terms provide for a collateral interest for the SBA, and limits the use of proceeds to working capital to alleviate the effects of COVID-19 on the Company's economic condition. Unlike the Paycheck Protection Program ("PPP"), established as part of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") enacted March 27, 2020, the EIDL program does not currently provide a mechanism for loan forgiveness.

 

Future maturities of the loan payable, if not forgiven, are as follows:

 

Year ending December 31,      
2023   $ 7,765  
2024     3,213  
2025     3,336  
2026     3,463  
2027     3,567  
Thereafter     128,656  
    $ 150,000  

 

   F-14  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Financial Statements

 

NOTE 7 - SUBSEQUENT EVENTS

 

On January 31, 2022, and later amended September 15, 2022, the Company and its sole member entered into an agreement with La Rosa Holdings Corp. pursuant to which La Rosa Holdings Corp. will acquire 51% of the membership interest in Horeb Kissimmee Realty, LLC. La Rosa Franchising LLC, with whom, the Company entered into a franchise agreement with in 2019 is a wholly owned subsidiary of La Rosa Holdings Corp. The agreement will close within five days an underwritten initial public offering of La Rosa Holdings Corp.

 

   F-15  

 

 

EX-99.6 7 cm441_ex99-6.htm EXHIBIT 99.6

 

Exhibit 99.6

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Balance Sheets

 

    June 30, 2023     December 31, 2022  
    (Unaudited)     (Audited)  
Assets                
Current Assets                
Cash   $ 212,161     $ 124,296  
Accounts receivable, net     137,014       104,151  
Total Current Assets     349,175       228,447  
                 
Fixed assets, net     9,889       12,291  
                 
Right of use asset     211,148       134,387  
                 
Total Assets   $ 570,212     $ 375,125  
                 
Liabilities and Members' Equity                
Current Liabilities                
Accounts payable   $ 129,738     $ 75,408  
Accrued expenses     139,604       121,254  
Operating lease liability     141,925       59,001  
Note payable, current     -       7,765  
Total Current Liabilities     411,267       263,428  
                 
Long-Term Liabilities                
Operating lease liability, net of current     82,453       75,386  
Note payable, net of current     150,000       142,235  
Total Long-Term Liabilities     232,453       217,621  
                 
Total Liabilities     643,720       481,049  
                 
Commitments and contingencies (Note 5)                
                 
Members' Deficit     (73,508 )     (105,924 )
                 
Total Liabilities and Members' Equity (Deficit)   $ 570,212     $ 375,125  

 

See notes to the unaudited interim financial statements.

 

   F-1  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Statements of Income

 

    Six Months Ended June 30,  
    2023     2022  
    (Unaudited)     (Unaudited)  
                 
Revenue   $ 5,453,824     $ 5,787,529  
                 
Cost of revenue     4,990,968       5,309,087  
                 
Gross Profit     462,856       478,442  
                 
Operating Expenses                
General and administrative expenses     322,915       307,637  
Sales and marketing expenses     17,530       29,563  
Total Operating Expenses     340,445       337,200  
                 
Income From Operations     122,411       141,242  
                 
Other Income (Expense)                
Other income, net     -       395  
Interest expense     (1,593 )     (2,813 )
Total Other Income (Expense)     (1,593 )     (2,418 )
                 
Net Income   $ 120,818     $ 138,824  

 

See notes to the unaudited interim financial statements.

 

   F-2  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Statements of Members’ Equity (Deficit)

 

    Amount  
    (unauidted)  
Balance as of January 1, 2023   $ (105,924 )
         
Member distributions     (88,402 )
         
Net Income     120,818  
         
Balance as of June 30, 2023   $ (73,508 )
         
Balance as of January 1, 2022   $ 317,517  
         
Member distributions     (510,606 )
         
Net Income     138,824  
         
Balance as of June 30, 2022   $ (54,265 )

 

See notes to the unaudited interim financial statements.

 

   F-3  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Statements of Cash Flows

 

    Six Months Ended June 30,  
    2023     2022  
    (Unaudited)     (Unaudited)  
Cash Flows from Operating Activities:                
Net Income   $ 120,818     $ 138,824  
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:                
Depreciation and amortization     2,719       5,943  
Changes in Operating Assets and Liabilities:                
Accounts receivable     (32,863 )     222,699  
Prepaid expenses             -  
Accounts payable     54,329       (235,503 )
Accrued expenses     18,350       11,250  
Operating lease liabilities     13,638       -  
Net Cash Provided by Operating Activities     176,990       143,213  
                 
Cash Flows Used in Investing Activities:                
Cash paid for financing lease     (723 )     -  
Net Cash Used in Investing Activities     (723 )     -  
                 
Cash Flows from Financing Activities:                
Distributions paid     (88,402 )     (510,606 )
Net Cash Used in Financing Activities     (88,402 )     (510,606 )
                 
Net Increase (Decrease) in Cash     87,865       (367,393 )
Cash at Beginning of Year     124,296       535,240  
Cash at End of Period   $ 212,161       167,847  
                 
Supplemental Disclosures of Cash Flow Information:                
Cash Paid During the Period for:                
Interest   $ 6,554     $ -  
Income taxes   $ -     $ -  
                 
Non-Cash Activities:                
Right-of-use assets obtained in exchange for lease obligations   $ 155,811     $ 187,867  

 

See notes to the unaudited interim financial statements.

 

   F-4  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

 

NOTE 1 - DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

 

Nature of Organization

 

Horeb Kissimmee Realty, LLC d/b/a La Rosa Realty Kissimmee (the “Company”) provides residential and commercial real estate brokerage services to the public primarily through sales agents. The business also provides coaching and support services to agents on a fee basis.

 

Liquidity

 

The Company is subject to the risks and challenges associated with companies at a similar stage of development. These include dependence on key individuals, successful development and marketing of its offerings, and competition with larger companies with greater financial, technical, and marketing resources. Furthermore, during the period required to achieve substantially higher revenue in order to become consistently profitable, the Company may require additional funds that might not be readily available or might not be on terms that are acceptable to the Company. Based on the Company’s current cash position and resources, management believes the Company has adequate resources to fund its operations for the next twelve months from the date these financial statements are made available.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Accounts Receivable

 

Accounts receivable consist of balances due from agents and commissions from closings. For the six months ended June 30, 2023 and 2022, the Company did not record any allowance for doubtful accounts, based on the Company’s historical ability to collect substantially all receivables. In determining collectability, historical trends are evaluated and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances.

 

Fixed Assets

 

The cost of property and equipment is depreciated using the straight-line method based on the estimated useful lives of the assets: five years for computers; seven years for office furniture and other equipment.

 

   F-5  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Fair Value Measurements

 

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. The methodology establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels as follows:

 

  - Level 1 - Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
     
  - Level 2 - Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and
     
  - Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

 

ASC 820 requires the use of observable data if such data is available without undue cost and effort. When available, the company uses unadjusted quoted market prices to measure the fair value and classifies such items within Level 1. If quoted market prices are not available, fair value is based upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates. Items valued using internally generated models are classified according to the lowest level input or value driver that is significant to the valuation.

 

Revenue Recognition

 

The Company applies the provision of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The Company measures revenue within the scope of ASC 606 by applying the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of ASC 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The application of these five steps necessitates the development of assumptions that require judgment.

 

The Company records revenue based upon the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. A performance obligation is a contractual promise to transfer a distinct good or service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

 

   F-6  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition (continued)

 

Real Estate Brokerage Services (Residential)

 

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing residential real estate transactions. This portion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company’s portion of the agreed-upon commission rate to the property’s selling price. The Company may provide services to the buyer, seller, or both parties to a transaction. When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the “buy” side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company’s customers remit payment for the Company’s services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property within days of the closing of a transaction. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. In addition to commission, revenue from real estate brokerage services (residential) consists of annual and monthly dues charged to our agents for providing systems, accounting, marketing tools, and compliance services. The annual and monthly dues is recognized each month as services are provided.

 

Coaching Services

 

The Company provides mandatory training and guidance to newly licensed agents for their first three sales transactions. Revenue is recognized based on 10% of the commission earned by the agent on these transactions and is recognized upon closing of each real estate transaction. Coaches also provide optional special education services throughout the year to agents. Revenue is recognized over time as the services are provided.

 

Real Estate Brokerage Services (Commercial)

 

The Company serves as a licensed broker in the areas in which it operates for the purpose of processing commercial real estate transactions. This portion of revenue consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Correspondingly, the Company is defined as the principal. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company’s portion of the agreed-upon commission rate to the property’s selling price. The Company may provide services to the buyer, seller, or both parties to a transaction.

 

   F-7  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition (continued)

 

Real Estate Brokerage Services (Commercial), continued

 

When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales prices multiplied by the commission rate for the “buy” side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company’s customers remit payment for the Company’s services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon closing of property within days of the closing of a transaction at a rate of 10% of the gross commission income. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided.

 

Revenues from contracts with customers are summarized by category as follows for the six months ended June 30:

 

    2023     2022  
    (Unaudited)     (Unaudited)  
Real Estate Brokerage Services (Residential)   $ 5,396,840     $ 5,751,595  
Coaching Services     32,893       22,858  
Real Estate Brokerage Services (Commercial)     24,091       13,076  
Revenue   $ 5,453,824     $ 5,787,529  

 

Cost of Revenue

 

Cost of revenue consists primarily of agent commissions.

 

Advertising

 

Advertising costs are expensed as incurred. Advertising expenses for the six months ended June 30, 2023 and 2022 was $12,585 and $14,412, respectively.

 

Income Taxes

 

The Company is taxed as an “S” Corporation under the Internal Revenue Code. The Company’s income is included in the members’ income tax returns. Accordingly, the Company generally is not subject to federal or certain state income taxes.

 

   F-8  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Leases

 

In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02 (“ASU 2016-02”), which requires lessees to recognize leases on balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted ASC 842 as of January 1, 2022, using the modified retrospective basis with a cumulative effect adjustment as of that date. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to carry forward the historical determination of contracts as leases, lease classification and not reassess initial direct costs for historical lease arrangements. Accordingly, previously reported financial statements, including footnote disclosures, have not been recast to reflect the application of the new standard to all comparative periods presented.

 

Lease assets are included within lease right-of-use assets, and the corresponding lease liabilities are recorded as current portion of long-term leases, and within long-term liabilities as long-term leases, net of the current portion on the consolidated balance sheet as of June 30, 2023.

 

Adoption of the new lease standard on January 1, 2022 had a material impact on the Company’s consolidated balance sheet. As of June 30, 2023, the Company recognized a right-of-use (“ROU”) asset of $211,148 and a lease liability of $224,378 on the consolidated balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The standard did not materially impact the Company’s consolidated statement of operations and consolidated statement of cash flows.

 

   F-9  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Recently Issued Accounting Standards

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. In addition, an entity will have to disclose significantly more information about allowances and credit quality indicators. The new standard is effective for the Company for fiscal years beginning after December 15, 2022. The Company is currently continuing evaluating the impact of the pending adoption of the new standard on its financial statements and in assumption that the standard does not have material impact on our business.

 

NOTE 3 - CONCENTRATIONS OF BUSINESS AND CREDIT RISK

 

At times throughout the year, the Company may maintain certain bank accounts in excess of FDIC insured limits of $250,000.

 

NOTE 4 - FIXED ASSETS

 

Fixed assets consist of the following as of June 30:

 

    2023     2022  
Equipment     13,300       13,300  
Furniture     15,000       15,000  
Less: accumulated depreciation     (18,411 )     (15,175 )
    $

9,889

    $

13,125

 

 

NOTE 5 - COMMITMENTS AND CONTINGENCIES

 

The Company is obligated under a noncancellable leases for multiple office spaces through December 2024 with monthly payments of $11,772, including annual escalations plus certain occupancy expenses as prescribed in the lease. Rent expense for six months ended June 30, 2023, and 2022 was $78,492 and $47,446, respectively. In addition, the Company is obligated under a noncancellable lease for a color copier through July 2028 with monthly payments of $362.

 

   F-10  

 

Horeb Kissimmee Realty, LLC

d/b/a

La Rosa Realty Kissimmee

Notes to the Interim Unaudited Condensed Consolidated Financial Statements

 

NOTE 6 - DEBT

 

Notes Payable

 

The Company’s notes payable balance consists of the following at June 30:

 

    2023     2022  
Economic Injury Disaster Loans   $ 150,000     $ 150,000  
Less: Current Portion     -     -  
Notes Payable - Long Term   $ 150,000     $ 150,000  

 

Economic Injury Disaster Loan

 

On June 10, 2020, the Company received proceeds from an Economic Injury Disaster Loan (“EIDL” or “the “Loan”) from the Small Business Administration (“SBA”), in the amount of $150,000. The Loan, which is in the form of a promissory note dated June 10, 2020, matures on June 10, 2050 and bears interest at a rate of 3.75% per annum. Payments are to be made monthly beginning as of June 1, 2021 in the amount of $731. Each payment is to be applied first to the interest accrued to the date of receipt of each payment, and the remaining balance, if any, will be applied to the principal. The loan terms provide for a collateral interest for the SBA and limit the use of proceeds to working capital to alleviate the effects of COVID-19 on the Company’s economic condition. Unlike the Paycheck Protection Program (“PPP”), established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted March 27, 2020, the EIDL program does not currently provide a mechanism for loan forgiveness.

 

NOTE 7 - SUBSEQUENT EVENTS

 

On January 31, 2022, and later amended September 15, 2022, the Company and its sole member entered into an agreement with La Rosa Holdings Corp. pursuant to which La Rosa Holdings Corp. will acquire 51% of the membership interest in Horeb Kissimmee Realty, LLC. La Rosa Franchising LLC, with whom the Company entered into a franchise agreement with in 2019, is a wholly owned subsidiary of La Rosa Holdings Corp. The agreement will close within five days of an underwritten initial public offering of La Rosa Holdings Corp.

 

   F-11