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 including banking, medical devices, pharmaceuticals, telecommunications, energy, healthcare, and education. Reliability 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. Maslow was founded in 1988 by Linda Maslow who’s 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 Employer of Record (“EOR”), 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 (“Dr. Doki”) and Silvija Valleru (“Ms. 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 other investors who collaborated on a share swap of Maslow for other Vivos companies were Shirisha Janumpally (“Mrs. Janumpally”), wife of Dr. Doki, and Kalyan Pathuri (“Mr. Pathuri”), husband of Silvija Valleru. These individuals included but were not limited to Dr. Doki, Mrs. Janumpally, Mr. Pathuri, and Mrs. Valleru, Igly Trust, and Judos Trust also have common ownership combinations in a number of other entities [Vivos Holdings, LLC. Vivos Real Estate Holdings, LLC (“VREH”), Vivos Holdings, Inc., Vivos Group, Vivos Acquisitions, LLC., and Federal Systems, LLC], (collectively referred to herein as “Vivos Group”). The reverse merger was consummated on October 29, 2019. As a result of the Merger, the Vivos Group (Vivos Holdings LLC officially) acquired approximately 84% of the issued and outstanding shares of Reliability which were distributed by Vivos Holdings LLC. 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. Maslow expanded its staffing vertical footprint by acquiring the business assets of Intelligent Quality Solutions Inc. (“IQS”), from Vivos Holdings, Inc. providing IT Staffing solutions in December 2019, which formerly operated in Plymouth, Minnesota. Upon purchasing MMG and thereafter, Vivos Holdings, LLC and their affiliates (collectively the “Vivos Group”) began borrowing monies from MMG starting with $1,400 in 2016 and by the end of 2019 the balance had reached $3,418 which included a $3,000 guarantee from Dr. Naveen Doki. (See Note 12 for more details). Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC, and Mr. Doki are collectively b referred to as “Vivos Debtors.” The attempted collection of the guarantee and debt from the Vivos Group set off a chain of legal events culminating in an arbitration hearing and award in 2022. (See below and Item 3 for complete summary). We refer below to the disputes between Reliability and the Vivos Group as the “Vivos Matter.” A series of legal actions and hearings took place starting in March of 2020 through September of 2021. At that time, Arbitration was agreed by both the Vivos Group and MMG, The proceedings began in February 2022 and were completed in March 2022. On August 31, 2022, the Arbitrator issued an award (the “Award”) with the Company and MMG prevailing on their claims. The Company and MMG were awarded the following: ● an award in favor of MMG against Vivos Holdings LLC under Note I (as defined in the Award) in the amount of $3,458, with interest thereon from June 30, 2022, at the rate of 4.5% per year; ● no award as to Note II (as defined in the Award) until and at such time as the automatic stay imposed by the United States Bankruptcy Court as a result of the filing of a petition in bankruptcy by VREH is lifted or the bankruptcy proceeding is terminated; ● an award in favor of MMG against Vivos Holdings, LLC under Note III (as defined in the Award) in the amount of $800, with interest thereon from June 30, 2022, at the rate of 2.5% per year, plus collection costs, including reasonable attorneys’ fees, incurred in the effort to collect Note III; ● an award in favor of MMG against Naveen under the Personal Guaranty (as defined in the Award) in the amount of $2,309, plus interest thereon at the rate of 6% per year from the date of the Award; 4 ● an award in favor of the Company against Naveen, Valleru, Janumpally, individually and as Trustee of Judos Trust, and Pathuri, as Trustee of Igly Trust, jointly and severally, for contract damages of $1,000, to be satisfied by the transfer of their shares of the Company common stock to the Company equal in value to $1,000, valued as of the date of the Award, in accordance with the provisions of Section 9.06(d) of the Merger Agreement; ● an award in favor of the Company against Naveen, Valleru, Janumpally, individually and as Trustee of Judos Trust, and Pathuri, as Trustee of Igly Trust, jointly and severally, for fraud damages in the amount of $4,327, plus interest thereon at the rate of 6% per year from the date of the Award, together with any out-of-pocket fees and expenses, including attorneys’ and accountants’ fees; ● an award appointing a rehabilitative receiver for the Company under the deadlock situation provisions of Section 11.404(a)(1)(B) of the Texas Business Organizations Code, the primary function of which is to collect the contract and fraud damages, including costs, expenses and fees provided in the Award, due to the Company, with matters regarding such receivership to be set forth in a supplemental award; and ● declaratory relief in favor of the Company and its officers and directors. Section 11.404(a)(1)(B) of the Texas Business Organizations Code provides for the appointment of a rehabilitative receiver when “the governing persons of the entity are deadlocked in the management of the entity’s affairs, the owners or members of the entity are unable to break the deadlock, and irreparable injury to the entity is being suffered or is threatened because of the deadlock.” With respect to the receivership, the owners or holders of all of the shares of common stock of the Company received as a result of the conversion of 1,600 shares of common stock of MMG owed by Naveen and Valleru under the Merger Agreement shall not be entitled to vote any of those shares at any annual or special meeting of the shareholders of the Company during the period of the receivership. Upon the completion of the receiver’s primary function of collecting damages due to the Company, the receivership shall terminate and the restrictions on the rights of the shareholders of the Company imposed by the Award shall be lifted. The parties submitted material for clarification of the Award on March 7, 2023, and March 20, 2023, which included proposed language for an award to be entered against Vivos Real Estate Holdings, LLC (“VREH”), in light of the bankruptcy court order lifting the stay that pertains to VREH, which filed a petition in bankruptcy court. The date of a final award is unknown. Upon a final resolution as to the underlying ownership and rights of certain shareholders, the Company intends to hold an annual meeting of shareholders within a reasonable time thereafter. As of December 31, 2022, the Vivos Debtor balance was $5,251. The arbitration award covering all bulleted items above currently totals $9,585, independent of legal fees, interest, and other fees. As of March 31, 2023, 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. EMPLOYEES As of March 26, 2023, we had 22 team members (staff employees) at our Clarksburg, MD corporate and remote locations. During the fiscal year ended 2022, we assigned approximately 1,200 field talent workers of which 244 were deemed full time equivalent (FTE) throughout the year. As of December 31, 2022, 794 active field talent workers and Maslow staff employees had been employed over the past 6 months. Approximately 15% 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. 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 workers are borne by Maslow. These workers are Maslow employees. The client is responsible for maintaining its workplace, but all administrative roles and responsibilities are administered by Maslow. This arrangement provides our clients compliance and legal protection as our expert staff takes responsibility for properly classifying and onboarding employees or independent contractors. Misclassifying an employee as an independent contractor can result in significant costs to the client. 5 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 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 direct hires. 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 overall 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. This benefits organizations from incurring the ongoing expense and administrative responsibilities associated with recruiting, hiring, and retaining these employees. 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 as little as one day up to an indefinite period of time. We offer our clients several levels of staffing services: freelance, contract, temp to hire, direct hire or managed services. Our managed services solution includes building or assuming an existing team and placing an onsite manager, or managers, to help manage the team. As is common in the staffing industry, the majority of 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. In 2022, we began focusing on the placement of full-time equivalent employees on a contingency fee basis as a stand-alone practice. Because the margins are significantly higher, this line of business boosts our overall margins and operating income as explained in Results of Operations. Direct Hire, previously titled “Permanent Placement,” margins are much higher than temporary staffing and EOR in that we do not bear employee or 1099 costs for the direct hire placement. The only cost of revenue assigned is the relational use of recruiting software subscriptions. 6 Video/Multimedia Production Maslow continues to be a provider of multimedia and video production solutions for corporate, government and broadcast 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. Maslow provides, among others, the following production services; ● pre-Production conceptualization of final video deliverables; ● 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 IT staff augmentation solutions placing top industry professionals at our customers in a myriad of industries. Our team members are typically full-time employees that have established themselves as leaders in their chosen field. Some examples of positions that we recruit for, and place include: ● Software 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. 7 OUR INDUSTRY Maslow operates within the workforce management and production services 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” solutions. 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’ (SIA) 2022 North America Staffing Company Survey, the 2022 trends expected to have the greatest impact to staffing businesses in 2023 and beyond include: remote work, which continues to be considered a boon to operations with 20% of temps and 50% of internal staff working remote in 2022 and acquisition multiples hitting new highs on EBITDA. Wage and hourly pay and working time compliance; workers’ compensation, health and safety claims; and data privacy laws were most frequently cited as top compliance concerns with California, considered far and away the most challenging given their aggressive regulatory stance. The temporary staffing industry is large and highly fragmented with thousands of competing companies. It was estimated that the 2022 U.S. temporary staffing market was $185.5 billion according to SIA up from the pre-pandemic market size of $152.8 billion in 2019. 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. However, 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 was experiencing increased demand in relation to total job growth. Post COVID, clients continue to seek a more flexible remote workforce. In 2022, staffing revenue returned to 2019 levels with an expectation of a 2.2% growth in 2023. According to SIA the US staffing industry grew 28% in 2022. Headwinds, however, are slowing the growth rate as SIA predicts the US staffing industry will likely experience a more subdued macroeconomic environment with GDP growth decelerating to 2.2%. The culprits are rising interest rates, continued supply chain problems, slow wage inflation, and disruptions and sanctions related to the war in Ukraine. Per SIA’s Staffing Trends 2023, published January 19, 2023, there are reasons for staffing firms to be optimistic in 2023. “Contingent forms of labor like temporary staffing proved to be a valuable hedge in an extremely volatile and rapidly changing business environment. Staffing Industry Analysts’ data continues to suggest that organizations are increasingly receptive to proactively using contingent workers as part of their workforce mix.” SIA predicts 2023 will be inverse to 2022 in that the second half will be stronger than the first. The complexity of keeping up with this regulatory compliance landscape, particularly for smaller employers and companies requiring workers in multiple states, has provided greater opportunity for EOR solutions. For example, California adopted eleven new employment laws in 2020. Additionally in 2022, Maryland and Maine became the latest states to enact paid family and medical leave legislations. Payroll deductions in the state of Maryland are set to begin on October 1 st , 2023. 8 OUR CLIENTS Historically the largest portion of our business has come from two clients, Client AA (Client A inclusive of its Client B division) and Client D. But in 2022, Client C became the number one contributor to revenue with $5,052, which was a 29.5% improvement over 2021 performance. Client A and Client B (previously Client AA), split from being under a single contract, with Client B coming in second in 2022 with $3,693, Client D third at $3,309, and Client A fourth at $3,075. In terms of revenue contribution, Client C represented 19.6% of our 2022 revenue compared with 14.9% in 2021, Client B represented 14.4% of 2022 revenue compared with 11% as standalone in 2021, Client D delivered 12.9% of 2022 revenue compared with 14.5% in 2021, while Client A contributed 12% of revenue vs. 16.8% in 2021, and Client E pitched in 5.3% of our 2022 revenue compared with 10.9% in 2021. No other client exceeded 10% of revenues. If looking at Client B and Client A as if combined as they had been for the last three years, its 2022 contribution was 26.3% compared to 28.5% in 2021, 28.7% in 2020, and 37.5% in 2019. Client A’s drop in 2022 was related to conversions of long-term contract employees to direct hires, reducing the contingent staffing requirements for the year. In 2021, Client E’s revenues increased substantially due to freelance staffing and employer of record requirements within the company’s creative division. Client E’s decline in revenues in 2022 was due to it moving its creative business to a non-US firm at the end of 2021. From a revenue concentration standpoint, our top five customers represented 66% of our revenue in 2022 compared to 75.9% in 2021, keeping in mind Client A and Client B (Client AA) was treated as one client in 2021. Collectively, Client B (33.7%), Client D (22.4%), Client C (18.5%), and Client A (13.7%) represent 87.6% of accounts receivable as of December 31, 2022. Comparatively, Client B (15.3%), Client D (32.9%), Client C (5.5%), and Client A (25.8%) represented 79.5% in their respective portions of our accounts receivable balance in 2021. In 2021, we reported Client B and Client A as combined with 41.1% of accounts receivable. Client A no longer has a controlling position of Client B. GROWTH STRATEGY Maslow’s growth strategy is a three-pronged approach with emphasis of the 1) Media Staffing market, 2) IT Staffing market, and 3) EOR expansion. Media Staffing margins are healthy in the 20% range and increased by $106 from $3,033 from period ending December 31, 2021, to $3,176 in the same period, 2022, representing 12.3% of MMG’s total revenue. IT Staffing is being revisited after the IQS revenue base shrunk rapidly due to the COVID-19 pandemic which saw us lose our top acquired client with a significant decline in revenues for the next 2 largest customers. We are hiring seasoned staffing professionals with experience in Media, IT and other verticals. Our overarching goal is to have account executives who can sell all our workforce management solutions. Our new VP of Sales brings over 20 years of staffing industry experience including lead roles at large national providers. Because the IT market for contracted contingent workers remains high, MMG is still keen to compete in this space and offer these services to our existing client base. Total Staffing revenue in 2022 was $3,468 compared to $3,613 in 2021. The objective in 2023 is to increase these levels back to 2020 and beyond by focusing sales efforts on these types of immediate needs of clients. Maslow’s EOR approach is to continue to seek media-based opportunities given the transient, contingent, and part time nature of corporate media is conducive to an EOR solution. We believe, however, 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 We expect to explore expanding our EOR to enter new industries, particularly those that rely significantly on contractors or freelancers to perform limited time or project-based assignments. To ensure success, we have increased and added industry expertise to our client services and recruiting teams. Once the Vivos Matter (defined and referenced in Overview section) is completely resolved, the Company plans to tap the capital markets to pursue an aggressive but disciplined acquisition growth strategy, both in terms of using shares for raising capital and as currency to acquire additional businesses as was our intent when we merged with Reliability in October 2019. 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 ideal acquisition targets. These businesses are often limited in geographic scope or are specialized within an industry. In addition, we continue to emphasize organic growth by restructuring our sales organization that began in the fourth quarter of 2022. 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 stock split of the outstanding shares of Common Stock is approved. Such approval may not likely occur until the Vivos Matter is completely resolved. Following the Merger, the Vivos Group which holds over 80 percent of the issued and outstanding shares of Common Stock notified the Company that 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 its business plan. 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 and resources to grow the staffing side of our business and 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. The high level of competition in the industry continues to put downward pressure on pricing for services being offered. 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. Client retention is highly predicated on being able to source quality candidates that meet their specific requirements in a timely manner. Although we believe we compete favorably with respect to these factors, we expect competition to continue to increase, which may cause margin compression. 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 fully replace relationships built on 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. 10 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. In the past four years, including 2022, the fourth quarter has been our busiest with 29% of our annual revenue being the average. This is because of the fall schedule and year-end projects planned by several large clients. 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.