EX-99.4 7 ex994rosenthalfy2020q1fs.htm EXHIBIT 99.4 Exhibit
Exhibit 99.4















ROSENTHAL BROS., INC.

Financial Statements (Unaudited)

March 31, 2020





































ROSENTHAL BROS., INC.
Table of Contents

 
 
Page
Financial Statements (Unaudited)
 
 
Balance Sheet
 
Statement of Income
 
Statement of Stockholders' Equity
 
Statement of Cash Flows
 
Notes to Unaudited Financial Statements
 
 
1. Business and Basis of Presentation
 
2. Revenue
 
3. Commitments and Contingencies
 
4. Subsequent Events
 










ROSENTHAL BROS., INC.
Balance Sheet
(Unaudited)
 
 
 
(in thousands, except share data)
 
March 31, 2020
Assets
 
 
Current assets:
 
 
Cash and cash equivalents
 
$
884

Restricted cash
 
1,132

Premiums, commissions and fees receivable
 
5,583

Prepaid expenses and other current assets
 
109

Total current assets
 
7,708

Property and equipment, net
 
477

Customer lists, net
 
1,968

Deposits and other assets
 
49

Total assets
 
$
10,202

 
 
 
Liabilities and Stockholders Equity
 
 
Current liabilities:
 
 
Premiums payable to insurance companies
 
$
3,306

Producer commissions payable, net
 
1,953

Accrued expenses
 
164

Total current liabilities
 
5,423

Other liabilities
 
698

Total liabilities
 
6,121

 
 
 
Commitments and contingencies (Note 3)
 
 
 
 
 
Stockholders’ equity:
 
 
Common stock, no par value, 5,000 shares authorized, 823.53 shares issued and outstanding
 
255

Retained earnings
 
3,826

Total stockholders’ equity
 
4,081

Total liabilities and stockholders’ equity
 
$
10,202















See accompanying Notes to Financial Statements.

3



ROSENTHAL BROS., INC.
Statement of Income
(Unaudited)
 
 
For the Three Months Ended March 31, 2020
(in thousands)
 
Revenues:
 
 
Commissions and fees
 
$
6,809

 
 
 
Operating expenses:
 
 
Commissions, employee compensation and benefits
 
3,169

Other operating expenses
 
613

Amortization expense
 
53

Depreciation expense
 
43

Total operating expenses
 
3,878

 
 
 
Operating income
 
2,931

 
 
 
Interest income
 
1

 
 
 
Income before income taxes
 
2,932

Income tax provision
 
21

Net income
 
$
2,911




























See accompanying Notes to Financial Statements.

4



ROSENTHAL BROS., INC.
Statement of Stockholders' Equity
(Unaudited)
 
Common Stock
 
Retained Earnings
 
Total
(in thousands, except share data)
Shares
 
Amount
 
 
Balance at December 31, 2019
823.53

 
$
255

 
$
3,670

 
$
3,925

Net income

 

 
2,911

 
2,911

Dividends

 

 
(2,755
)
 
(2,755
)
Balance at March 31, 2020
823.53

 
$
255

 
$
3,826

 
$
4,081













































See accompanying Notes to Financial Statements.

5



ROSENTHAL BROS., INC.
Statement of Cash Flows
(Unaudited)
 
 
For the Three Months Ended March 31, 2020
(in thousands)
 
Cash flows from operating activities:
 
 
Net income
 
$
2,911

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation expense
 
43

Amortization expense
 
53

Reserve for policy cancellations
 
(31
)
Changes in operating assets and liabilities:
 
 
Premiums, commissions and fees receivable
 
2,523

Prepaid expenses and other current assets
 
(56
)
Premiums payable to insurance companies
 
(1,482
)
Producer commissions payable, net
 
(667
)
Accrued expenses
 
(1,305
)
Other liabilities
 
(3
)
Net cash provided by operating activities
 
1,986

 
 
 
Cash flows from investing activities:
 
 
Purchases of property and equipment
 
(8
)
Net cash used in investing activities
 
(8
)
 
 
 
Cash flows from financing activities:
 
 
Payment of dividends
 
(2,755
)
Net cash used in financing activities
 
(2,755
)
 
 
 
Net decrease in cash and cash equivalents and restricted cash
 
(777
)
Cash and cash equivalents and restricted cash at beginning of period
 
2,793

Cash and cash equivalents and restricted cash at end of period
 
$
2,016

 
 
 
Supplemental schedule of cash flow information:
 
 
Cash paid during the period for taxes
 
$
93













See accompanying Notes to Financial Statements.

6



Notes to Financial Statements
(Unaudited)




1. Business and Basis of Presentation
Rosenthal Bros., Inc. (“Rosenthal Bros” or the “Company”) was incorporated in Illinois in 1967. The Company is a diversified insurance agency and services organization focused on providing property and casualty insurance, employee benefits and private client solutions to companies and individuals and specializing in the real estate industry with a focus on large habitational real estate. The Company is based in Chicago, Illinois with approximately 55 colleagues across two offices.
Interim Financial Reporting
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and related notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for fair statement have been included.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates underlying the accompanying financial statements include the application of guidance for revenue recognition, including determination of allowances for estimated policy cancellations.
Recent Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The guidance in ASU 2016-02 supersedes the lease recognition requirements in Accounting Standards Codification (“ASC”) Topic 840, Leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. The FASB has subsequently issued several additional ASUs related to leases, which improved upon, and provided transition relief for, the guidance issued in ASU 2016-02 and extended the adoption date for nonpublic business entities. This guidance is effective for the fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the full effect that the adoption of this standard will have on its financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements (“ASU 2016-13”), which amends the guidance for recognizing credit losses on financial instruments measured at amortized cost. ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The FASB has subsequently issued several additional ASUs related to credit losses, which improved upon, and provided transition relief for, the guidance issued in ASU 2016-13 and extended the adoption date for nonpublic business entities. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the full effect that the adoption of this standard will have on its financial statements.

7



Notes to Financial Statements
(Unaudited)



2. Revenue
The following table disaggregates commissions and fees revenue by major source:
 
 
For the Three Months Ended March 31, 2020
(in thousands)
 
Direct bill revenue (1)
 
$
3,168

Profit-sharing revenue (3)
 
2,418

Agency bill revenue (3)
 
988

Service fee revenue (4)
 
173

Other income
 
62

Total commissions and fees
 
$
6,809

__________
(1)
Direct bill revenue represents commission revenue earned by facilitating the arrangement between individuals or businesses and insurance carriers by providing insurance placement services to clients with insurance carriers, primarily for private risk management, commercial risk management and employee benefits insurance types.
(2)
Profit-sharing revenue represents bonus-type revenue that is earned by the Company as a sales incentive provided by certain insurance carriers.
(3)
Agency bill revenue represents commission revenue earned through the distribution of insurance products to consumers using a network of agents and brokers on behalf of various insurance carriers. The Company acts as an agent on behalf of the insured for the term of the insurance policy.
(4)
Service fee revenue represents negotiated fees charged in lieu of a commission for providing agent related services to clients on behalf of insurance carriers.
The application of Topic 606 requires the use of management judgment. The following are the areas of most significant judgment as it relates to Topic 606:
The Company considers the policyholders as representative of its customers.
The Company recognizes separately contracted commissions revenue at the effective date of insurance placement and considers any ongoing interaction with the customer to be immaterial in the context of the contract.
Variable consideration includes estimates of direct bill commissions, a reserve for policy cancellations and an estimate of profit-sharing income.
Due to the relatively short time period between the information gathering phase and binding insurance coverage, the Company has determined that costs to fulfill contracts are not significant. Therefore, costs to fulfill a contract are expensed as incurred.
Contract Assets
Contract assets arise when the Company recognizes revenue for amounts that have not yet been billed. The Company had $2.0 million of contract assets at March 31, 2020, which are included in premiums, commissions and fees receivable, net on the balance sheet.
3. Commitments and Contingencies
The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.

8



Notes to Financial Statements
(Unaudited)



4. Subsequent Events
The Company has evaluated events and transactions occurring subsequent to March 31, 2020 as of June 15, 2020, the date the financial statements were available to be issued.
On June 1, 2020, the Company sold significantly all its assets and liabilities pursuant to an asset purchase agreement with an unrelated third party for consideration consisting of $75.0 million of cash, 1,164,393 shares of the purchaser's Class B common stock and maximum potential contingent earnout consideration of $30.8 million based upon the achievement of certain post-closing revenue focused performance measures. The transaction resulted in a change in control.



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