RELIABILITY INC 10-K

ITEM 1. BUSINESS OVERVIEW AND HISTORY Reliability Incorporated (“Reliability” or the “Company”), headquartered in Clarksburg, Maryland, through its wholly owned subsidiary, The Maslow Media Group, Inc. (“Maslow” or “MMG”), provides workforce solutions to its clients consisting primarily of Employer of Record (“EOR”) services, recruiting and staffing, and video and multimedia production. The Company focuses on domestic clients but provides services to these clients throughout the world. The Company’s clients are in diverse industries including media, financial services, banking, medical devices, pharmaceuticals, telecommunications, energy, healthcare, photography and chain restaurants. Maslow was founded in 1988 by Linda Maslow whose impetuous was recognizing the need for a single resource that could provide qualified production crews to Washington, D.C.’s television, cable, and multimedia outlets. Maslow was later incorporated in Virginia in 1992 and changed its name to our current legal name, The Maslow Media Group, Inc. Maslow’s initial business consisted of providing “script to screen” services which consisted principally of providing production management and services to television, cable, and multimedia outlets. Over time, Maslow expanded its product offerings, adding workforce management solutions, such as EOR services, and recruiting and staffing services. As Maslow grew, it expanded its geographic footprint by acquiring clients outside of the Washington D.C. metro area. On November 9, 2016, Linda Maslow sold the business to Vivos Holdings, LLC (“Vivos Holdings”) owned by Naveen Doki (“Mr. Doki”) and Silvija Valleru (“Mrs. Valleru”). In 2018, Vivos Holdings and several other Vivos companies, (“Vivos Group”) engaged an investment banker who approached management of Reliability to discuss a potential reverse merger transaction. The reverse merger was consummated on October 29, 2019. As a result of the Merger, Vivos Holdings acquired approximately 86% of the issued and outstanding shares of Reliability which were distributed by Vivos Holdings; two married couples through their direct ownership of shares as well as indirect ownership through entities controlled by them. The Company was incorporated under the laws of the State of Texas in 1953. From 1971 to 2007, the Company was principally engaged in the design, manufacture, market, and support of high-performance equipment used to test and condition integrated circuits. This business was shut down in 2007, and the Company was continued as a “shell company” as defined by the Exchange Act, with no operating activities until October 29, 2019 when the Company acquired Maslow. On October 29, 2019, Maslow became a wholly owned subsidiary of Reliability by merging R-M Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of Reliability, with and into Maslow, with Maslow being the surviving corporation (the “Merger”). The Merger is more fully described in our Current Report on Form 8-K filed on October 30, 2019. The Company ceased to be a “shell” company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) by virtue of its ownership of Maslow following the Merger. The acquisition of Maslow also resulted in a “change in control” of Reliability. Since the Merger, Maslow expanded its staffing vertical footprint by acquiring the business assets of Intelligent Quality Solutions Inc. (“IQS”), providing IT Staffing solutions in December 2019, which formerly operated in Plymouth, Minnesota. On or about February 17, 2020, the Company, as plaintiff, filed a complaint with the Circuit Court of Montgomery County, Maryland against Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC and Mr. Doki (collectively “Vivos Debtors”), to enforce Maslow’s rights under certain promissory notes and a personal guarantee made by the Mr. Doki. On or about May 6, 2020, the Defendants filed a counterclaim and third-party complaint for Damages, declaratory and injunctive Relief and jury Demand (the “Counterclaim”). Both cases are proceeding to go to trial scheduled to begin October 4, 2021. We refer to this dispute as the “Vivos Matter.” Please see Item 3 under LEGAL PROCEEDINGS for more detail and context. As of March 15, 2021, there were 300,000,000 shares of the Company’s common stock, no par value per share (the “Company Common Stock,” or “Common Stock”) outstanding. 4 EMPLOYEES As of March 23, 2021, we had 22 team members (staff employees) at our Clarksburg, MD corporate and remote locations. During the fiscal year ended 2020, we assigned approximately 1,067 field talent workers and approximately 129 were working on average throughout the year. As of March 23, 2021, 648 active field talent workers had been employed over the past 6 months. Approximately 10% of our field talent are represented by a labor union. We are not aware of any current labor efforts or plans to formalize organize any of our other team members or field talent. To date we have not experienced any material labor disruptions. Because of the sudden drop-in client requirements due to the COVID-19 pandemic, in March 2020 the Company reduced the hours of contracted employees, reduced corporate salaries, and furloughed six (6) general and administrative personnel. However, upon receipt of Payroll Protection Act (“PPP”) funds totaling $5,215,605 in early May 2020, the Company was able to bring back those employees willing to return, plus commence hiring in direct proportion to our client resource demands. The Company also returned those reduced corporate salaries back to normal levels and paid back the previously suspended amounts. The Company also lowered a number of sales and recruiting employee salaries as part of a compensation restructuring, moving more of their compensation to a performance-based commission. PRODUCTS Employer of Record (“EOR”) Maslow’s EOR product is a unique outsourced managed workforce solution. The costs and compliance obligations relating to the employment of contingent or permanent workers is borne by Maslow. These workers are Maslow employees, and the client is responsible for maintaining its workplace, but all administrative roles and responsibilities are handled by Maslow as the employer of record. This arrangement also obviates the need for our clients to hire freelance contractors for short-term or project-based hiring, who may later be re-classified as “employees” by the Department of Labor, resulting in significant costs to the client. The EOR services offered by Maslow consist of the following principal activities; ● state employment registration; ● employee onboarding/offboarding; ● payroll processing; ● benefits offerings and administration; ● workers compensation claim management; ● employee relations; ● regulatory compliance; ● manage State/County/City mandated employee benefits, such as paid safe and sick leave; and ○ Locality mandated training administration ○ Unemployment claims administration ● on site workforce management 5 The EOR solution is different than a professional employer organization (“PEO”). In the PEO model, the workers are employees of the PEO’s client. EORs differ from PEOs in that the EOR; ● i s the employer of the customer’s worker; ● assumes all liabilities (i.e., U.S. Department of Labor classification, worker’s compensation, etc.) and responsibilities for its workers provided to customers; ● is responsible for all compliance with federal and state regulations, including healthcare mandates such as the Affordable Care Act; ● customers maintain a single service agreement with the EOR; ● has the ability to offer employee benefits to workers that may not be provided on a cost-effective basis by the customer; ● manage all issues arising from employment contracts; and ● provides its own benefit plan to its employees, meaning clients could enact a significant savings depending on generosity of their benefit package to their employees. Recruiting/Staffing Maslow has been in the staffing business for over thirty years. During that time, Maslow has developed, and we continue to develop, a large global network of multimedia and video production workers for our media clients, camera crews and other technical and creative talent. Maslow uses this extensive network to rapidly respond to our clients’ needs for contingent staffing and permanent placements. In December 2019, Maslow acquired the operational assets of Intelligent Quality Solutions, Inc. (“IQS”), a staffing firm focused on information technology (“IT”) related industries and specializing in software testing. IQS formerly operated out of Plymouth, Minnesota. Our temporary staffing services consist of on-demand or short-term staffing assignments, contract staffing, and on-site management administration. Short-term staffing services assist employers in dealing with employee demands caused by such factors as seasonality, fluctuations in demand for their products and services, vacations, illnesses, parental leave, and special projects, without incurring the ongoing expense and administrative responsibilities associated with recruiting, hiring and retaining these employees. More and more companies are focused on effectively managing variable costs and reducing fixed overhead. The use of short-term staffing services allows companies to utilize a contingent staffing approach for their personnel needs, thereby converting a portion of their fixed personnel costs to a variable expense. Our staffing services place workers with clients for assignments lasting from three months to an indefinite time period or the placement of full-time equivalent employees on a contingency fee basis. We offer our clients several levels of staffing services including providing just the managed service or more involved assignments consisting of staffing an entire department or providing the workforce for a large project. In some cases, we place an experienced workforce manager on-site at our client’s place of business. This manager then has responsibility of conducting all recruiting, employee screening, interviewing, drug testing, hiring and employee placement for employees at the client’s place of business. As is common in the staffing industry, our engagements to provide temporary services to our client are generally of a non-exclusive, short-term nature and subject to termination by our client with little or no notice. 6 Video/Multimedia Production Maslow continues to be a provider of multimedia and video production solutions. Maslow provides script-to-screen production services for corporate, government and non-profit clients. We use our large, pre-vetted network of worldwide freelancers with high-level technical and creative skills to respond quickly to our clients’ needs. Our network includes directors of photography, audio engineers, make-up artists, field producers, gaffers and grips, talent, teleprompter operators, and drone operators. Maslow provides video production services to our clients for the purpose of branding videos, documentaries, Public Service Announcements, training modules, live events, webcasts, animation, projects, and more. Our freelance video production teams and clients collaborate with our in-house, full-time Video Production Managers who bring years of experience to every project, and who work side-by-side with the team to create the vision and story for the project. In addition to human assets, Maslow sources the latest technical broadcast equipment for television, the internet and social media. Our network includes freelance talent across the globe to allow us to provide local talent, resulting in cost savings to our clients. Maslow provides, among others, the following production services; ● pre-Production conceptualization of final video deliverable; ● project consultation from scriptwriting to site scouting; ● budget development and management; ● booking and managing of logistics for field and studio teams; ● broadcast level HD camera crews and field support worldwide including makeup artists, AV support, field producers, and full equipment rental; ● post-production facilities and freelance support including non-linear editors, graphic artists, narrators and actors; ● animation and graphic design development, including whiteboard animation; ● live transmission services from satellite to streaming; and ● management of fully staffed client studios. Intelligent Quality Solutions (“IQS”) The Company operates its IQS assets as an IT staffing division within Maslow. Maslow provides quality assurance (“QA”) analysts, engineers, R&D, testers, developers, business systems analysts and other resources to our customers in a myriad of industries including those manufacturing and or providing medical devices, health care, energy technologies, mobile communications, and photography, as well as restaurant chains. We have significant experience with Software Quality Management SQM, affording our clients sophisticated Independent Verification & Validation (“IV&V”) and QA Consulting Solutions. Our clients can leverage our software testing experience to verify and validate the effectiveness of the applications they deploy and thereby get the best value for their technology investments. We provide staff augmentation and permanent placement from our technical resource pool comprised of top industry professionals. Our team members are typically full-time IQS employees that have established themselves as leaders in their chosen field. We can augment your team with any of the following skill sets: 7 ● architect ● automation Architect ● devOps Engineer ● medical Device Engineers (including Quality Engineers, R&D, Manufacturing and Electrical) ● QA Tester ● program Manager ● project Manager ● QA Analyst ● quality Engineer (“QE”) and ● software Developer. IQS is an innovative leader in information technology staffing and staff augmentation. As a partner, we provide expertise and technology to help companies achieve their optimal growth and profitability by securing the right talent at the right time. We also offer integrated workforce solutions as a managed service to give companies even more valuable resource options. Our teams support client projects with dedicated research, sourcing and recruiting specialists. IQS provides ongoing training for our managed teams, keeping them abreast of industry trends, practices and technologies. Clients who have partnered for managed Human Resource operations and services with IQS have discovered that they lower costs, reduce risk and streamline critical processes. Our dedicated recruiting project teams provide: ● search/Recruiting ● staffing/On-boarding ● payroll Administration ● benefits Administration (where applicable) ● workers Compensation Claims ● contingent Workforce Management ● employee Relations ● labor Law Requirements and ● state Employee Registration. OUR INDUSTRY Maslow operates within the workforce management industry. The services Maslow provides (managed services, employer of record, staffing, recruiting, and video production services) generally fall within the broader category known as “workforce management” services. The temporary staffing portion of the workforce management industry supplies workers to clients. These services offer client’s the ability to rapidly match their workforce to changes in business conditions and needs. In some cases, clients can convert fixed labor costs to variable costs. The demand for a flexible workforce continues to grow with competitive and economic pressures on employers to reduce costs, manage payroll compliance risks and respond to changing market conditions. Per Staffing Industry Analysts 2019 North America Staffing Company Survey, the 2019 trend expected to have the most impact to staffing businesses include: An increased role for technology/artificial intelligence (“AI”), expansion of gig work and staffing convergence with human cloud, increased VMS/MSP use, a continuation of talent shortages, more legislative/regulatory involvement in staffing, clients doing more in house recruiting, negative economic trends, and increased use of flexible/remote work. 8 The temporary staffing industry is large and highly fragmented with thousands of competing companies. It is estimated that the 2021 U.S. temporary staffing market will be $136.4 billion, which is up from an estimated $119 billion in 2020. The market hit a high in 2019 at $151.8 billion. Staffing companies compete both to recruit and retain a supply of field talent and to attract and retain clients to use these workers. Client demand for temporary staffing services is dependent on the overall strength of the labor market and trends toward greater workforce flexibility. The temporary staffing industry includes several markets focusing on business needs that vary widely in duration of assignment and level of technical specialization. The temporary staffing market is subject to volatility based on overall economic conditions. Historically, in periods of economic growth, the number of companies providing temporary staffing services has increased due to low barriers to entry. During recessionary periods, the number of companies has decreased through consolidation, bankruptcies based on loss of key clients or material reductions of usage by existing clients, or other events. Prior to the onset of the COVID-19 pandemic, we had been seeing that the temporary staffing industry is experiencing increased demand in relation to total job growth as clients continue to seek a more flexible workforce. Each state has their own set of employment laws and regulations. The complexity of keeping up with this regulatory compliance landscape, particularly for smaller employers and companies requiring workers in multiple states, has focused more attention on EOR services. For example, California adopted eleven new employment laws for 2020. In reaction to the COVID-19 pandemic, federal and state legislatures have proposed and enacted legislation affecting the employee-employer relationship and these new and proposed laws may have a material impact on our operations, business, finances and prospects. For instance, restrictions have been instituted in several states preventing large number of employees to return to the office. No certainty can be provided as to the nature of these new regulations or their impact. Individual states continue to change their pandemic related requirements to relax or remove restrictions on employers, but not assurance can be given as to the effect of these changes or the potential that they may be reimposed if conditions warrant. OUR CLIENTS A large portion of our business comes from two clients, AT&T Services, Inc. (inclusive of its DirecTV division) (“AT&T”) and Janssen Pharmaceuticals (which includes workforce partners Ortho McNeil and Johnson & Johnson). AT&T and Janssen Pharmaceuticals accounted for 28.8% and 10.9% of the Company’s total revenues for 2020. In 2019 AT&T accounted for 37.5% of the Company’s business while Janssen accounted for 11.3%. The combination of revenue from new accounts and a drop in revenue by AT&T by 25% due to COVID-19 stay at home orders resulted in a more egalitarian client mix. AT&T comprised of 48.5% and 50% of the accounts receivable balance as of December 31, 2020 and 2019, respectively. Janssen Pharmaceuticals comprised of 18.4% and 19% of accounts receivable as of December 31, 2020 and 2019, respectively. No other client exceeded 10% of revenues. Other significant customers include Morgan Stanley, Goldman Sachs, Abbott Labs, Kaiser Permanente, Discovery, WETA, Felix Lighting, Liberty Mutual, US House of Representatives, and Strayer University. We additionally have a number of fast-growing tech and IT government contracts which outsource organizations recruiting process to Maslow/IQS. GROWTH STRATEGY Maslow had developed its expertise in the EOR market principally in the media industry. We believe there is an opportunity to leverage this expertise into other industries. The client acquisition challenge outside of media consists principally of educating prospective clients of the merits of the EOR solution over other options, finding the unique opportunities in each industry or within a corporate client that lend itself for an EOR solution, and competition from other providers of EOR services. The existing pandemic may make EOR a more desirable solution to companies that are looking for more agile ways of changing the headcount and nature of portions if not all of their workforce in an expeditious and low risk manner. 9 If the Vivos Matter (defined and referenced in Overview section) is resolved, the Company plans to tap the capital markets to pursue an aggressive, disciplined acquisition growth strategy, both in terms of raising capital and using our shares as currency to acquire additional businesses. We believe that the staffing/EOR segment is fragmented and while there are several large players in the industry, there are also a significant number of smaller businesses that would make acquisition targets. These businesses are often limited in geographic scope or are specialized within an industry. In addition, we continue to emphasize organic growth specifically directing resources to Sales with the hiring of an experienced Vice President of Sales in the first quarter of 2021. Presently, the Company does not have any authorized shares that are not issued. No shares are expected to become available to the Company until an amendment to the Company’s Certificate of Formation to increase the number of authorized shares of Common Stock or a reverse-split of the outstanding shares of Common Stock is approved. Such approval may not likely occur until the Vivos Matter is resolved. Following the Merger, shareholders holding over 80 percent of the issued and outstanding shares of Common Stock notified the Company that acting as a group they would not approve an amendment to the Company’s Certificate of Formation to increase the number of authorized, but unissued, shares of Common Stock. As a result, the Company has not been able to execute on its business plan. We expect to achieve greater synergies and removal of redundant resources by acquiring EOR and specialized staffing firms in more diverse locations and serving diversified industries such as healthcare, medical, biotech, pharmaceuticals, aeronautics, green technologies, oil and gas, and a myriad of IT specialties. We believe that acquisitions would be not only directly accretive, but also provide significant cross-selling opportunities. Moreover, we can see immediate returns on these acquisitions as we can quickly consolidate back-office operations and realize significant savings. We will focus our organic growth on growing our EOR and staffing business and leveraging our experience to enter new industries, particularly those that rely significantly on contractors and freelancers to perform limited time or project-based assignments such as IT (i.e., software developers and testers), marketing, food services (i.e., cafeteria), and sales activities. As stated above under “Our Industry”, the trend for staffing expertise in the areas of AI, gig, cloud services, VMS/MSP, plus the expected need in fields like biotech, and healthcare, are of interest to Maslow. We will continue to embrace this trend and look to expand on our capabilities, which in turn we believe will open up new markets for us. Additionally, we will continue to invest in technology and process improvements, as necessary and resources allow, to ensure that we operate at optimal productivity and performance and are able to quickly adapt if operations scale up. COMPETITION The staffing services market is highly fractured and competitive with limited barriers to entry. We compete in national, regional and local markets with full-service and specialized temporary staffing companies. Some of our competitors have significantly more marketing and financial resources than we do. Price competition in the staffing industry is intense. We expect that the level of competition will remain high. The principal competitive factors in attracting qualified candidates for temporary assignments are pay rates, availability of assignments, duration of assignments and responsiveness to requests for placement. Because temporary employees often use more than one recruiter for assignments, the speed at which we place prospective workers, and the availability of appropriate assignments are important factors in our ability to complete assignments of qualified workers. In addition to having high quality workers to assign in a timely manner, the principal competitive factors in obtaining and retaining potential workers in the temporary staffing industry include properly assessing the clients’ specific job requirements, the appropriateness of the workers assigned to the client, the price of services and the monitoring of client satisfaction. Although we believe we compete favorably with respect to these factors, we expect competition to continue to increase. The workforce management industry is highly fragmented, so we experience competition from different competitors for different services. Some direct competitors of Maslow for EOR services in the television and video production industry include, but are not limited to, Entertainment Partners, Cast & Crew, PayReel, Inc., Innovative Employee Solutions. Competitors in the broader EOR space include, Velocity Global, Easy Payroll Global, Elements Global Services, and Nexus Contingent Workforce. Direct competitors of Maslow in the staffing space include, but are not limited to TeamPeople, a division of System One Inc., Randstad, Insperity, Group Management Services, and Namely.com. Direct competitors of Maslow in the executive recruiting/permanent placement include, but are not limited to, TeamPeople, a division of System One Inc., Creative Circle, The Lucas Group, Onward Search, and DHR International. Some direct competitors of Maslow in the video production services space include, but are not limited to, PayReel, Inc., Crew Connection Inc. and TeamPeople, a division of System One Inc. 10 In addition to the above identified competitors, there are additional competitors that include any company that provides a similar range of services as us, as well as companies that just provide some or one of the services Maslow provides. The direct competitors listed above service the same industry that Maslow services and relies upon. The criteria for which these companies compete are generally based on price and service levels. While recognizing the need to continue implementation and awareness in human cloud services as referenced, we believe our competitive advantage is underpinned by human relationships and interactions, and that online staffing will never replace relationships built on a personal touch. This plays into MMG’s strength as our underlying client business relies on these personal relationships such to be successful, leading us to continue to hire career professionals who are able to parlay the emotional intelligence needed with ever evolving modern technology. We see this hybrid of technology and client centricity to be our competitive advantage. SEASONALITY The staffing industry has historically been cyclical, often acting as an indicator of both economic downturns and upswings. Staffing clients tend to use temporary staffing to supplement their existing workforces and generally hire direct workers when long-term demand is expected to increase. Consequently, our revenues tend to increase quickly when the economy begins to grow and, conversely, our revenues may decrease quickly when the economy begins to weaken. Other factors include the timing of recurring annual client events or sporting seasons which last a defined period of time throughout the year. REGULATION We are subject to regulation by numerous federal, state and local regulatory agencies, including but not limited to the U.S. Department of Labor, which sets employment practice standards for workers, and similar state and local agencies. We are subject to the laws and regulations of the jurisdictions within which we operate. While the specific laws and regulations vary among these jurisdictions, some require some form of licensing and often have statutory requirements for workplace safety and notice of change in obligation of workers’ compensation coverage in the event of contract termination. Although compliance with these requirements imposes some additional financial risk on us, particularly with respect to clients who breach their payment obligation to us, such compliance has not had a material adverse effect on our business to date. Additional government regulation of the employer-employee relationship could result in additional clients seeking our services. Conversely, increased government regulation of the workplace or of the employer-employee relationship, or judicial or administrative proceedings related to such regulation, could also materially harm our business. Because of the sudden drop-in client requirements during this pandemic as clients have elected to delay productions for safety, the Company was forced to reduce the hours of contracted employees, furlough 6 general and administrative personnel and institute pay-cuts across the board with executives taking a larger temporary cut. AVAILABLE INFORMATION We file electronically with the SEC, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. Our website address is www.maslowmedia.com. The information included on our website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K. We will make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we have filed or furnished such material to the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference room at 100 F Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. Furthermore, we will provide electronic or paper copies of filings free of charge upon written request to our Chief Financial Officer. 11