Item 1. Financial Statements
Item
1. Financial Statements
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONSOLIDATED BALANCE SHEETS
(amounts
in thousands, except per share data)
September 30,
December 31,
2025
2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$ 229
$ 522
Trade receivables, net of allowance for credit losses
2,350
4,785
Other receivables
25
4
Notes receivable from related parties
6,228
5,847
Prepaid expenses and other current assets
286
336
Total current assets
9,118
11,494
Other intangible assets, net
2
2
Property, plant and equipment, net
49
60
Total assets
$ 9,169
$ 11,556
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Factoring liability
$ 157
$ 2,375
Accounts payable
392
734
Accrued expenses
932
288
Accrued payroll
714
568
Deferred revenue
318
207
Notes payable, current
40
26
Total current liabilities
2,553
4,198
LONG-TERM LIABILITIES
Notes payable, net of current
21
21
Total long-term liabilities
21
21
Total liabilities
2,574
4,219
Commitment and contingencies (Note 6)
-
STOCKHOLDERS’ EQUITY
Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of September 30, 2025 and December 31, 2024
Additional paid-in capital
750
750
Retained earnings
5,845
6,587
Total stockholders’ equity
6,595
7,337
Total liabilities and stockholders’ equity
$ 9,169
$ 11,556
The
accompanying notes are an integral part of these statements.
3
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts
in thousands, except per share data)
2025
2024
For the Three Months Ended September 30,
2025
2024
Revenue earned
Service revenue
$ 5,417
$ 6,230
Cost of revenue
Cost of revenue
4,668
5,396
Gross profit
749
834
Selling, general, and administrative expenses
977
958
Operating loss
( 228 )
( 124 )
Other income (expense)
Interest income from related parties
128
146
Interest income
2
2
Interest expense
( 43 )
( 27 )
Other expense
( 62 )
( 68 )
Loss before income tax (expense) benefit
( 203 )
( 71 )
Income tax (expense) benefit
-
5
Consolidated net loss
$ ( 203 )
$ ( 66 )
Net income per share:
Basic
$ 0.00
$ 0.00
Diluted
$ 0.00
$ 0.00
Share used in per share computation:
Basic
300,000,000
300,000,000
Diluted
300,000,000
300,000,000
The
accompanying notes are an integral part of these statements.
4
RELIABILITY
INC. AND SUBSIDIARY
UNAUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts
in thousands, except per share data)
2025
2024
For the Nine Months Ended September 30,
2025
2024
Revenue earned
Service revenue
$ 14,882
$ 17,566
Cost of revenue
Cost of revenue
12,779
15,220
Gross profit
2,103
2,346
Selling, general, and administrative expenses
2,966
2,891
Operating loss
( 863 )
( 545 )
Other income (expense)
Interest income from related parties
381
426
Interest income
3
17
Interest expense
( 131 )
( 62 )
Other income (expense)
( 132 )
( 297 )
Loss before income tax (expense) benefit
( 742 )
( 461 )
Income tax (expense) benefit
-
127
Consolidated net loss
$ ( 742 )
$ ( 334 )
Net loss per share:
Basic
$ 0.00
$ 0.00
Diluted
$ 0.00
$ 0.00
Shares used in per share computation:
Basic
300,000,000
300,000,000
Diluted
300,000,000
300,000,000
The
accompanying notes are an integral part of these statements.
5
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For
the Nine Months Ended September 30, 2025 and 2024
(amounts
in thousands, except per share data)
Shares
Amount
Capital
Earnings
Equity
Additional
Common Stock
Paid-in
Retained
Total
Shares
Amount
Capital
Earnings
Equity
Balance, December 31, 2023
300,000,000
$ -
$ 750
$ 7,181
$ 7,931
Net loss
-
-
-
( 132 )
( 132 )
Balance, March 31, 2024
300,000,000
750
7,049
7,799
Net loss
-
-
-
( 134 )
( 134 )
Balance, June 30, 2024
300,000,000
750
6,914
7,664
Net loss
-
-
-
( 68 )
( 68 )
Balance, September 30, 2024
300,000,000
$ -
$ 750
$ 6,847
$ 7,597
Balance, December 31, 2024
300,000,000
$ -
$ 750
$ 6,587
$ 7,337
Net loss
-
-
-
( 333 )
( 333 )
Balance, March 31, 2025
300,000,000
750
6,254
7,004
Net loss
-
-
-
( 205 )
( 205 )
Balance, June 30, 2025
300,000,000
$ -
$ 750
$ 6,049
$ 6,799
Balance
300,000,000
$ -
$ 750
$ 6,049
$ 6,799
Net loss
-
-
-
( 204 )
( 204 )
Balance, September 30, 2025
300,000,000
$ -
$ 750
$ 5,845
$ 6,595
Balance
300,000,000
$ -
$ 750
$ 5,845
$ 6,595
The
accompanying notes are an integral part of these statements.
6
RELIABILITY
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts
in thousands)
2025
2024
For the Nine Months Ended September 30,
2025
2024
Cash flows from operating activities:
Net loss
$ ( 742 )
( 334 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization
23
15
Accrued interest
( 381 )
( 326 )
Changes in operating assets and liabilities:
Trade receivables
2,413
( 1,027 )
Other Receivables
-
9
Prepaid expenses and other current assets
50
244
Accounts payable
( 342 )
18
Accrued payroll
148
118
Accrued expenses
644
100
Deferred revenue
109
( 9 )
Net cash provided by (used in) operating activities
1,922
( 1,192 )
Cash flows from investing activities:
-
Purchase of fixed assets
( 11 )
( 58 )
Net cash used in investing activities
( 11 )
( 58 )
Cash flows from financing activities:
Proceeds from the factoring facility
6,453
4,996
Repayments to the factoring facility
( 8,670 )
( 4,428 )
Proceeds from issuing short-term debt
14
-
Proceeds from issuing long-term debt
25
-
Repayment of long-term debt
( 26 )
Net cash provided by (used in) financing activities
( 2,204 )
568
Net decrease in cash and cash equivalents
( 293 )
( 682 )
Cash and cash equivalents, beginning of period
522
822
Cash and cash equivalents, end of period
$ 229
$ 140
The
accompanying notes are an integral part of these statements.
7
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
(amounts
in thousands)
Supplemental
disclosures of cash flow information:
2025
2024
For the Nine Months Ended September 30,
Supplemental disclosures of cash flow information:
2025
2024
Cash paid during the year for:
Interest
$ 131
$ 62
Income taxes
$ -
$ -
8
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2025
(amounts
in thousands, except per share data)
NOTE
1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Nature
of Operations
Reliability,
Inc. is a leading provider of Employer of Record and temporary Media and Information Technology (“IT”) staffing services
that operates, along with its wholly owned subsidiary, The Maslow Media Group, Inc (“MMG”), (collectively, “Reliability”
or the “Company”), primarily within the United States of America in four industry segments: Employer of Record (“EOR”),
Recruiting and Staffing, Direct Hire, and Video and Multimedia Production, which provides script-to-screen services. Our Staffing segment
provides skilled field talent on a nationwide basis for Media, IT, and marketing and creative client partner projects. Video Production
involves assembling and providing crews for special projects, webcasting, live events, post-production services, and production management.
Reliability
was incorporated under the laws of the State of Texas in 1953, but the then principal business of the Company started in 1971 was closed
down in 2007. The Company completed a reverse merger with MMG (the “Merger”) on October 29, 2019.
Company
Background
Linda
Maslow founded MMG initially in 1988 and incorporated the firm under the name The Maslow Media Group, Inc. in March 1992.
On
November 9, 2016, Linda Maslow sold the business to Vivos Holdings, LLC (“Vivos Holdings”) owned by Dr. Naveen Doki (“Dr.
Doki”) and Silvija Valleru (“Ms. Valleru”).
In
2019, Vivos Holdings collaborated on a share swap of MMG for other Vivos companies with individuals who included, but were not limited
to, Dr. Doki, Shirisha Janumpally (“Mrs. Janumpally”), wife of Dr. Doki, Kalyan Pathuri (“Mr. Pathuri”) husband
of Silvija Valleru, Igly Trust, and Judos Trust. These parties 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”).
As
a result of the Merger on October 29, 2019, MMG became a wholly owned subsidiary of Reliability, and 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.
Upon
purchasing MMG and thereafter, 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. Doki. Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC, and
Dr. Doki are collectively referred to as “Vivos Debtors.”
Additionally,
Reliability became aware of debt obligations that included MMG as a borrower or guarantor that the Vivos Group failed to disclose to
Reliability. This and 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. 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, culminating in an agreement to settle
through arbitration
On
August 31, 2022, the Company and MMG were granted arbitration awards against the Vivos Group, with supplemental awards issued on May
17, 2023, October 10, 2023, and October 27, 2023 which included an award citing fraud damages. Summarily, MMG was awarded the totals
of all notes the Vivos Group had with MMG for its borrowings, the contracted interest, attorneys’ fees and expenses of $ 1,209 ,
and a contract damage 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 .
These
awards were entered as final judgments by the Circuit Court for Montgomery County, Maryland on December 29, 2023, and became final on
January 29, 2024. The judgments, which total approximately $ 8.49 million plus accrued interest, are enforceable for 12 years and may
be enrolled in other states.
9
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2025
(amounts
in thousands, except per share data)
While
the Company is pursuing enforcement of these judgments, there can be no assurance as to the timing or amount of any recovery, or whether
recovery will be in cash, equity, or other assets. Per
Maryland law, the enrolling of judgements enables MMG to apply 10 % interest to the Vivos Debtor balance beginning December 29, 2023.
MMG began applying the additional interest in the second quarter of 2024.
Upon
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 September 30, 2025, the Vivos Debtor balance was $ 6,228 . The Award value in totality currently aggregates $ 8,649 , independent of legal
fees after the award and interest.
NOTE
2. MANAGEMENT’S PLAN
Although
the Company incurred net losses after taxes of $ 742 for the nine months ended September 30, 2025, and $ 594 and $ 740 for the years ended
December 31, 2024 and 2023, respectively, management has evaluated whether these conditions or events raise substantial doubt about the
Company’s ability to continue as a going concern for at least the 12 months following the issuance of these financial statements.
Based on this assessment, management believes it is probable the Company will continue as a going concern and meet its financial obligations
through November 30, 2026, thereby alleviating substantial doubt. This conclusion reflects management’s view that the Company has
sufficient liquidity and working capital resources to fund operations for at least the next 52 weeks, as well as the ability to take
actions, if necessary, to align costs with revenue fluctuations. This assessment is based on the following key factors:
●
Cash Flow Forecast :
Management has prepared a 52-week cash flow forecast from November 14, 2025, which projects sufficient cash and working capital to
fund operations.
●
Reduction in Legal Fees :
Legal expenses related to non-operational activities are expected to continue decreasing in 2025 and 2026.
●
Collection of Notes
Receivable : Management anticipates that notes receivable from related parties will be settled through a combination of cash and
stock, providing additional liquidity and potential access to capital markets over next several months.
●
Client Financing Arrangement :
A financing arrangement through JPMorgan for one of the Company’s largest clients has begun to expedite the cash conversion
cycle. This acceleration in cash flow will ensure more cash is on hand to meet our obligations.
●
Factoring Availability :
As of November 11, 2025, the Company had access to additional borrowing under its factoring facility of up to 93 % of unfactored invoices,
totaling approximately $ 1,553 .
NOTE
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of presentation
The
unaudited condensed consolidated interim financial statements include the accounts of the Company and all wholly owned divisions, including
its 100 % owned subsidiary, MMG. All significant intercompany accounts and transactions have been eliminated in consolidation.
The
accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States and the rules of the SEC and should be read in conjunction with the audited financial statements and notes thereto
contained in our Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for
a fair presentation of financial position and the results of operations for the periods presented, have been reflected herein. The results
of operations for the periods presented herein are not necessarily indicative of the results to be expected for the full year. The
primary statements are presented on a non-condensed basis; however, the accompanying notes are condensed and do not include all of the
information and notes required by U.S. GAAP for complete annual financial statements.
For
further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report
on Form 10-K for the year ended December 31, 2024.
There
have been no material changes to the accounting policies discussed in Note 3 to the financial statements included in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 31, 2025.
Concentration
of Credit Risk
For
the nine months ended September 30, 2025, two clients each accounted for more than 10% of total revenue, representing approximately 28.3 %
and 28.1 %,
respectively , or 56.4 % in total . For the same
period in 2024, three clients exceeded the 10% revenue threshold, contributing approximately 26.2 %,
21.2 %,
and 15.9 %,
respectively, or 63.3 %
in total.
From
an accounts receivable perspective, three clients represented a significant portion of the billed balance as of September 30, 2025.
The largest client accounted for $ 374
or 27.9 %
of total accounts receivable; the second largest accounted for $ 268
or 20.0 %;
and the third accounted for $ 216
or 16.1 %
of total accounts receivable of $ 1,341 .
On September 30, 2024, the same two principal clients represented $ 1,555
or 46.3 %,
and $ 884
or 26.3 %
of total accounts receivable of $ 3,361 ,
respectively.
10
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2025
(amounts
in thousands, except per share data)
Recently
Issued Accounting Pronouncements Not Yet Adopted
On December 14, 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). The ASU enhances income tax transparency by requiring
additional information on the rate reconciliation and cash taxes paid, disaggregated by jurisdiction. ASU 2023-09 is effective for public
business entities for annual periods beginning after December 15, 2024 (calendar year 2025 for the Company) and one year later for all
other entities. Early adoption is permitted, and the guidance may be applied prospectively or retrospectively.
Given the Company’s cumulative net operating
losses, full valuation allowance against deferred tax assets, and minimal current tax liabilities, primarily limited to state minimum
and franchise taxes; the adoption of ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial
statements or related disclosures.
On
November 4, 2024, the FASB issued ASU 2024-03 , Income Statement – Reporting Comprehensive Income – Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). The ASU requires disaggregated disclosure
of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face
of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within
the footnotes to the financial statements. ASU 2024-03 is effective for public business entities for fiscal years beginning after December
15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Entities should adopt this guidance on a prospective
basis, though retrospective application is permitted. The Company is currently evaluating how this ASU will impact its year end December
31, 2025 consolidated financial statements and disclosures.
NOTE
4. ACCOUNTS RECEIVABLE
Accounts
receivable consist of the following:
SCHEDULE
OF ACCOUNTS RECEIVABLE
September 30,
2025
December 31,
2024
Accounts receivable, unfactored
$ 1,184
$ 2,313
Unbilled receivables
1,009
97
Accounts receivable, factored
157
2,375
Total Accounts Receivable
$ 2,350
$ 4,785
NOTE
5. DEBT
Factoring
Facility
The
Company is party to a factoring and security agreement with Gulf Coast Bank and Trust (“Gulf”), which provides liquidity
by enabling the Company to sell eligible accounts receivable (i.e., invoices) to Gulf in exchange for immediate cash advances. The proceeds
from this agreement are primarily used to fund operating expenses, including employee compensation, vendor payments, and general overhead.
Under
the terms of the agreement, Gulf advances funds at an interest rate equal to the prime rate plus 2 %, with an additional advance fee of
15 basis points. The eligible advance amount is up to 93 % of the face value of an invoice. The agreement is structured on a month-to-month
basis and requires the Company to comply with certain financial covenants, including those related to invoicing activity and minimum
reserve account balances.
Receivables
are sold to Gulf on a full recourse basis, meaning the Company retains the risk of collection. Because the factoring arrangement is full
recourse, it is accounted for as a secured borrowing under ASC 860, Transfers and Servicing , rather than as a sale of receivables.
For the nine months ended September 30, 2025, the Company received $ 6,453 in proceeds from the sale of receivables and repaid $ 8,670
under the agreement. This compares to $ 4,496 in proceeds and $ 4,428 in repayments for the period ended September 30,
2024. The outstanding balance under the factoring arrangement was $ 157 as of September 30, 2025, $ 827 on June 30, 2025, $ 1,163 as of
March 31, 2025, and $ 2,375 as of December 31, 2024.
The
factoring facility is collateralized by substantially all the assets of the Company. In the event of a default, the factor may demand
that the Company repurchase the receivable or debit the reserve account.
11
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2025
(amounts
in thousands, except per share data)
Receivables
Purchase Programs
During 2025, the Company began participating in receivables purchase programs with JPMorgan (“JPM”) and
Mitsubishi UFJ Financial Group (“MUFG”) under which certain approved trade receivables may be sold on a non-recourse basis
(other than limited breach-based repurchase obligations). Transfers that meet program eligibility are accounted for as sales under ASC
860 and the receivables are derecognized; related program discounts and fees are recorded as loss on sale. Cash proceeds and settlements
are presented in operating cash flows.
During the three and nine months ended September
30, 2025, we sold $ 1,670
and $ 2,264 of receivables under these programs, received $ 1,643 and $ 2,229 of cash proceeds, recognized $ 27
and $ 35 of discounts and fees recorded as loss on sale, and had $ 607
and $ 705 of derecognized receivables outstanding at period end. No repurchases occurred.
Insurance
Financing
MMG
also employs short term 10-month loan agreements annually to finance advance payments on Crime, EPLI, E&O, and D&O insurances.
In 2024-2025, MMG entered into two loans totaling $ 140 with finance charges each over 10 months totaling approximately $ 6 . The combined
APR for these loans is 5.0 %.
Software
Financing with Long Term Debt
On
October 30, 2024, the Company entered into a deferred payment agreement related to its ADP implementation, completed in January 2024.
The total amount of $ 52 is payable over 24 months with an interest rate of 6.21 %. On April 4, 2025, the Company entered into a second
deferred payment agreement totaling $ 39 , related to the implementation and multi-year licensing of the Datarails, analytics platform.
This amount is payable over 36 months and carries a 0.0 % interest rate. As of September 30, 2025, the aggregate current portion of these
obligations was $ 39 , with the long-term portion totaling $ 21 .
NOTE
6. COMMITMENTS AND CONTINGENCIES
From
time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
However, litigation is subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time
that may harm our business. Except as set forth below, we are not aware of any such legal proceedings or claims against the Company.
A
series of legal actions and hearings took place starting in February of 2020 with the Vivos Group over Merger agreement violations and Vivos
Group debt obligations. Arbitration was agreed to in the fall of 2021 by both the Vivos Group and MMG with the proceedings commencing
in February 2022.
On
August 31, 2022, the arbitrator issued an award in favor of the Company and MMG, including fraud damages. Supplemental awards were issued
on May 17, 2023, October 10, 2023, and October 27, 2023. The awards granted MMG the total of all notes receivable from the Vivos Group,
contracted interest, attorneys’ fees and expenses of $ 1,209 , and a contract damage of $ 1,000 to be satisfied by the transfer of
the Vivos Group’s shares of the Company Common Stock to the Company equal in value to $ 1,000 .
The
May 17, 2023 award also appointed a Receiver whose primary function is to collect the contract and fraud damages, including costs, expenses,
and fees provided in the awards. On October 10, 2023, the Arbitrator issued a Supplemental Award outlining the Receiver’s powers.
12
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2025
(amounts
in thousands, except per share data)
On
December 29, 2023, the Circuit Court for Montgomery County, Maryland entered all three arbitration awards as final judgments which became
effective on January 29, 2024 after the appeal period expired. These judgments, totaling approximately $ 8,490 plus accrued interest,
are enforceable for 12 years and may be enrolled in other states.
On
May 19, 2025, the Receiver submitted final recommendations, calculations, and a proposed order to the arbitrator. The response deadline
was initially set for July 7, 2025, but was extended to August 6, 2025 after Vivos Holdings retained new counsel. On August 8, 2025,
the arbitrator granted both parties until September 5, 2025 to submit replies to each other’s filings.
On October 24, 2025, a non-evidentiary
hearing was held in Bethesda Maryland related to the Receiver’s proposed order. Issuance
of a written ruling from the arbitrator is expected in 2025.
On
June 11, 2025, the Company’s subsidiary, without admitting any fault, entered into a Memorandum of Understanding
(“MOU”) to settle an immaterial legal settlement. Following court approval on October 9, 2025, $ 125 was
recognized in operating expenses for the quarter ended September 30, 2025. This amount will be paid out over the next 5
months .
NOTE
7. EQUITY
The
Company’s authorized capital stock consists of 300,000,000
shares of common stock, with no
par value. All authorized shares of Company Common Stock are
issued and outstanding.
NOTE
8. RELATED PARTY TRANSACTIONS
Stock
Purchase Agreement
On
November 9, 2016, Vivos Holdings, LLC, the former owner of MMG, acquired 100 % of MMG through a stock acquisition exchange for a purchase
price of $ 1,750 , of which $ 1,400 was paid at settlement with proceeds from MMG. The Vivos Debtors subsequently entered into a promissory
note receivable with MMG for the full stock purchase price. Between 2018 to present there was $ 2,217 in additional borrowings.
Related
Party Notes Receivable
The
Company has several notes receivable from related parties. Prior to the Merger, Vivos Holdings collaborated on a share swap of MMG for
other Vivos companies with individuals who included, but were not limited to, Dr. Doki, Shirisha Janumpally (“Mrs. Janumpally”),
wife of Dr. Doki, Kalyan Pathuri (“Mr. Pathuri”) husband of Silvija Valleru, Igly Trust, and Judos Trust. These parties 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], which are collectively referred to as the “Vivos
Group.”
The
table below is a summary of Vivos Group related party notes receivable which, as of September 30, 2025, total $ 6,228 . Based on management’s
current expected credit loss (“CECL”) assessment, which considered legal judgments in favor of Company and the ongoing receivership
process supporting recovery and collectability, no allowance for credit losses has been recorded.
13
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2025
(amounts
in thousands, except per share data)
SCHEDULE OF RELATED PARTY NOTES RECEIVABLE
Note Description
Acquisition
Loan to
Vivos, LLC
Interco Loan
to Vivos
Real Estate, LLC
Tax Note
Total Notes Receivable
Balance on December 31, 2024
$ 4,039
$ 897
$ 911
$ 5,847
Accrued interest
86
20
20
126
Balance on March 31, 2025
$ 4,125
$ 917
$ 931
$ 5,973
Accrued interest
86
21
20
127
Balance on June 30, 2025
$ 4,211
$ 938
$ 951
$ 6,100
Accrued interest
87
21
20
128
Balance on September 30, 2025
$ 4,298
$ 959
$ 971
$ 6,228
With
awarded legal fees and the fraud award of $ 1,000 , the total liability as of September 30, 2025 was $ 8,649 .
Related
Party Costs
Within
Other Expense on the accompanying consolidated financial statements approximately $ 41 in the second quarter and $ 68 for the
nine months ended September 30, 2025, were exclusively for receivership related costs for recovery of the arbitration award related to
the Vivos Group.
Related
Party Relationships
On
October 29, 2019, prior to the Merger, Naveen Doki and Silvija Valleru became beneficial owners of Company Common Stock, equal to approximately
69 % and 17 %, respectively, of the total number of shares of the Company’s Common Stock outstanding after giving effect to the Merger.
At
the present time, the Vivos Group shall not be entitled to vote on any of their shares in Reliability at any annual or special
meetings of the shareholders. The Receiver is empowered to recover the awards by seizing shares of the Company held by Dr. Naveen
Doki and his affiliates, the Vivos Group. Once the judgments in favor of Reliability are satisfied, the restrictions on the rights
of the Vivos Group shareholders imposed by the Award shall be lifted.
NOTE
9. BUSINESS SEGMENTS
The
Company operates within four industry segments: EOR, Recruiting and Staffing (“Staffing”), Direct Hire, and Video Production.
The EOR segment provides media field talent to a host of large corporate customers in all 50 states. The Recruiting and Staffing (“Staffing”)
segment provides skilled Media and IT field talent on a nationwide basis for customers in a myriad of industries. Direct Hire fulfils
direct placement requests by MMG clients for a wide variety of posts, including administrative, media, and IT professionals. The Video
and Multimedia Production segment provides script-to-screen services for corporate, government, and non-profit clients, globally.
Segment
gross profit includes revenue and cost of services only. Currently, the Company is not allocating interest income, interest expense,
depreciation expense, other income (expense), income tax benefit (expense) and sales, general, and administrative expenses at the segment
level. Our operating segments align with our organizational structure and are regularly reviewed by our Chief Executive Officer (our
chief operating decision-maker or “CODM”) to allocate resources and assess performance. No additional segment expense categories
(beyond cost of services) are regularly provided to the CODM. We evaluate segments based on revenue and gross profit, which also guide
our annual budgeting process. Monthly, our CODM reviews segment revenue and gross profit against the prior year and budget to inform
working capital allocation decisions. The measure of segment assets is reported on the consolidated balance sheet as total assets.
14
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2025
(amounts
in thousands, except per share data)
The
following table provides a reconciliation of revenue and gross profit by reportable segment to consolidated results for the three-month
and nine-month periods ended September 30, 2025 and 2024, respectively:
SCHEDULE OF GROSS PROFIT PERFORMANCE BY SEGMENT
Gross
Profit Performance by Segment
For
the Three Months Ended September 30:
September 30, 2025
September 30, 2024
Business
Segment
Revenue
Gross Profit
GM %
Business
Segment
Revenue
Gross Profit
GM %
EOR
$ 4,299
$ 471
11.0 %
EOR
$ 5,293
$ 641
12.1 %
Staffing
$ 1,053
$ 265
25.2 %
Staffing
$ 822
$ 144
17.4 %
Video Production
$ 65
$ 13
19.8 %
Video Production
$ 87
$ 23
26.2 %
Direct Hire
$ -
$ -
-
Direct Hire
$ 28
$ 26
95.6 %
Total
$ 5,417
$ 749
13.8 %
Total
$ 6,230
$ 834
13.4 %
For
the Nine Months Ended September 30:
September 30, 2025
September 30, 2024
Business
Segment
Revenue
Gross Profit
GM %
Business
Segment
Revenue
Gross Profit
GM %
EOR
$ 11,627
$ 1,365
11.7 %
EOR
$ 15,108
$ 1,827
12.1 %
Staffing
$ 3,083
$ 683
22.2 %
Staffing
$ 2,202
$ 411
18.5 %
Video Production
$ 149
$ 34
22.8 %
Video Production
$ 177
$ 33
18.6 %
Direct Hire
$ 23
$ 21
90.0 %
Direct Hire
$ 79
$ 75
95.5 %
Total
$ 14,882
$ 2,103
14.1 %
Total
$ 17,566
$ 2,346
13.4 %
NOTE
10. SUBSEQUENT EVENTS
The
Company evaluated subsequent events through November 14, 2025, the date these unaudited condensed consolidated financial statements were
available to be issued. On October 24, 2025, a non-evidentiary hearing was held in Bethesda Maryland related to the Receiver’s proposed
order. Issuance of a written ruling from the arbitrator is expected in 2025. This matter
is a non-recognition subsequent event under ASC 855; no adjustments to the accompanying financial statements are required. The outcome
and potential impact, if any, cannot be estimated at this time.
15
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.