Item 1. Financial Statements
Item
1. Financial Statements
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts
in thousands, except share and per share data)
June 30,
December 31,
2026
2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$ 470
$ 483
Trade receivables, net of allowance for credit losses
1,759
1,467
Unbilled receivables
216
127
Other receivables
28
28
Notes receivable from related parties
-
6,357
Prepaid expenses and other current assets
301
341
Total current assets
2,774
8,803
Other intangible assets, net
2
2
Property, plant and equipment, net
42
40
Total assets
$ 2,818
$ 8,845
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Factoring liability
$ 514
$ 455
Accounts payable
1,057
728
Accrued expenses
186
323
Accrued payroll
756
381
State income tax liability
3
-
Deferred revenue
235
235
Notes payable, current
127
34
Total current liabilities
2,878
2,156
LONG-TERM LIABILITIES
Notes payable, net of current
14
16
Total long-term liabilities
14
16
Total liabilities
2,892
2,172
Commitments and contingencies (Note 6)
-
-
STOCKHOLDERS’ EQUITY
Common stock, without par value, 300,000,000 shares authorized and issued; 46,707,790 and 300,000,000 shares outstanding as of June 30, 2026 and December 31, 2025, respectively
-
-
Treasury stock, at cost, 253,292,210 shares as of June 30, 2026
( 6,422 )
-
Additional paid-in capital
750
750
Retained earnings
5,598
5,923
Total stockholders’ equity
( 74 )
6,673
Total liabilities and stockholders’ equity
$ 2,818
$ 8,845
The
accompanying notes are an integral part of these statements.
3
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts
in thousands, except share data and per share data)
2026
2025
For the Three Months Ended June 30,
2026
2025
Revenue earned
Service revenue
$ 5,017
4,718
Cost of revenue
Cost of revenue
4,325
4,005
Gross profit
692
713
Selling, general, and administrative expenses
811
966
Operating loss
( 119 )
( 253 )
Other Expenses
Interest income from related parties
0
127
Interest income
1
1
Interest expense
( 23 )
( 36 )
Other (expense)
( 58 )
( 44 )
Loss before income tax (expense) benefit
( 199 )
( 205 )
Income tax (expense) benefit
( 7 )
0
Consolidated net loss
$ ( 206 )
( 205 )
Net loss per share:
Basic
$ ( 0.00 )
$ ( 0.00 )
Diluted
$ ( 0.00 )
$ ( 0.00 )
Shares used in per share computation:
Basic
49,522,148
300,000,000
Diluted
49,522,148
300,000,000
The
accompanying notes are an integral part of these statements.
4
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts
in thousands, except share data and per share data)
2026
2025
For the Six Months Ended June 30,
2026
2025
Revenue earned
Service revenue
$ 10,568
9,465
Cost of revenue
Cost of revenue
9,106
8,110
Gross profit
1,462
1,355
Selling, general, and administrative expenses
1,666
1,989
Operating loss
( 204 )
( 634 )
Other income (expense)
Interest income from related parties
66
253
Interest income
1
1
Interest expense
( 44 )
( 88 )
Expense
( 133 )
( 70 )
Loss before income tax (expense) benefit
( 314 )
( 538 )
Income tax (expense) benefit
( 11 )
0
Consolidated net loss
$ ( 325 )
( 538 )
Net loss per share:
Basic
$ ( 0.00 )
$ ( 0.00 )
Diluted
$ ( 0.00 )
$ ( 0.00 )
Shares used in per share computation:
Basic
49,522,148
300,000,000
Diluted
49,522,148
300,000,000
The
accompanying notes are an integral part of these statements.
5
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For
the Three Months Ended June 30, 2026 and 2025
(amounts
in thousands, except share data and per share data)
Shares
Amount
Capital
Earnings
Shares
Amount
Equity
Common Stock
Additional
Paid-in
Retained
Treasury Stock
Total
Shares
Amount
Capital
Earnings
Shares
Amount
Equity
Balance, December 31, 2025
300,000,000
$ -
$ 750
$ 5,923
-
$ -
$ 6,673
Net loss
-
-
-
( 119 )
-
-
( 119 )
Balance, March 31, 2026
300,000,000
-
750
5,804
-
-
6,554
Net loss
-
-
-
( 206 )
-
-
( 206 )
Treasury stock acquired in settlement of notes receivable
( 253,292,210 )
-
-
-
253,292,210
( 6,422 )
( 6,422 )
Balance, June 30, 2026
46,707,790
$ -
$ 750
$ 5,598
253,292,210
$ ( 6,422 )
$ ( 74 )
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
Balance
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
The
accompanying notes are an integral part of these statements.
6
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands, except share data and per
share data)
2026
2025
For the Six Months Ended June 30,
2026
2025
Cash flows from operating activities:
Net loss
$ ( 325 )
$ ( 538 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization
11
16
Loss on receivable purchase agreements
60
-
Loss on Disposal of fixed assets
3
-
Accrued interest
( 66 )
( 253 )
Changes in operating assets and liabilities:
Trade receivables
( 441 )
2,133
Other Receivables
-
( 15 )
Prepaid expenses and other current assets
41
45
Accounts payable
329
( 389 )
Accrued payroll
375
432
Accrued expenses
( 137 )
( 160 )
Deferred revenue
-
4
Income taxes payable
3
-
Net cash provided by (used in) operating activities
$ ( 147 )
$ 1,275
Cash flows from investing activities:
Purchase of fixed assets
$ ( 15 )
$ ( 11 )
Net cash provided by (used in) investing activities
( 15 )
( 11 )
Cash flows from financing activities:
Proceeds from the factoring facility
4,111
5,038
Repayments to the factoring facility
( 4,052 )
( 6,586 )
Proceeds from issuing short-term debt
92
14
Proceeds from issuing long-term debt
-
25
Repayment of long term debt
( 2 )
( 15 )
Net cash provided by (used in) financing activities
$ 149
( 1,524 )
Net increase (decrease) in cash and cash equivalents
( 13 )
( 260 )
Cash and cash equivalents, beginning of period
483
522
Cash and cash equivalents, end of period
$ 470
$ 262
The
accompanying notes are an integral part of these statements.
7
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
(amounts
in thousands)
Supplemental disclosures of cash flow information:
2026
2025
For the Six Months Ended June 30,
Supplemental disclosures of cash flow information:
2026
2025
Cash paid during the period for:
Interest
$ 44
$ 88
Income taxes
$ 7
$ -
Noncash settlement of related-party notes receivable through receipt of treasury shares
$ 6,422
-
8
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
(amounts
in thousands, except share data and per share data)
NOTE
1. NATURE OF OPERATIONS
Nature
of Operations
Reliability
Incorporated operates through its wholly owned subsidiary, The Maslow Media Group, Inc. (“MMG” or “Maslow”) (collectively,
the “Company,” “Reliability,” “we,” “our,” or “us”) as a workforce management
solutions company providing specialized staffing, employer of record (“EOR”), managed services, video production staffing,
and direct hire solutions.
For
more than 30 years, MMG primarily served the media and entertainment industries. Beginning in late 2019, the Company expanded its service
offerings into broader professional staffing categories, including information technology, accounting and finance, human resources, administrative
support, sales, and related professional services. The Company now services clients across a variety of industries throughout the United
States.
The
Company currently operates across four principal business segments: Employer of Record (“EOR”), Staffing Solutions, Video
and Multimedia Production Resources, and Direct Hire. EOR represented approximately 77.2% of consolidated revenue during the three months
ended June 30, 2026 and 79.2% during the six months then ended. The Staffing Solutions segment provides skilled field talent on a nationwide
basis for client partner projects, while Video Production supports specialized production crews and media-related staffing assignments
that may range from short-duration projects to multi-month engagements. The Direct Hire segment focuses on permanent placement services
and strategic recruiting assignments.
In
connection with the October 29, 2019 reverse merger transaction, the Company became involved in a series of disputes and arbitration
proceedings with former controlling shareholders and related parties commonly referred to as the “Vivos Group.” Arbitration
awards issued between 2022 and 2023, together with related court judgments and subsequent settlement agreements, resulted in the transfer
of a substantial number of shares back to the Company and established certain monetary obligations owed by members of the Vivos Group.
On
February 16, 2026, the Company entered into a settlement agreement with certain members of the Vivos Group resolving various outstanding
disputes and claims.
The
settlement resulted in 253,292,210 shares of the Company’s common stock being transferred to the Company on April 2, 2026, reducing
the Company’s outstanding common shares to 46,707,790 as of that date. For accounting and presentation purposes, the returned shares
were treated as treasury shares.
NOTE
2. GOING CONCERN
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the
six months ended June 30, 2026, the Company incurred a net loss of $ 325 . The Company’s operations require significant working capital
to fund payroll and related obligations in advance of collecting client receivables, and the Company remains dependent on receivables-based
financing arrangements and timely collections from a concentrated customer base to meet its obligations as they come due.
These
conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going
concern within one year after the date these consolidated financial statements are issued.
Management
has developed plans to mitigate these conditions and events, which include expanded cost containment measures and operating expense reductions, re-financing,
and discontinuing Receivables Purchase Program for higher cost Factoring, for cash flow purposes and other debt/equity structures.
9
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
(amounts
in thousands, except share data and per share data)
In
connection with the return of approximately 84% of the Company’s previously outstanding common shares, management is evaluating
a range of potential strategic and financing alternatives, such as, but not limited to; M&A opportunities or other possible business
combinations, strategic issuance of equity or equity-linked securities (including convertible instruments), capital raises, and other
capital structure or financing.
Proceeds
from any such transactions, if pursued, would be expected to support investments in business development, technology infrastructure,
and other growth-oriented initiatives, as well as general working capital needs. However, these plans are not entirely within the Company’s
control.
Because
these plans are not entirely within the Company’s control and may not be fully achieved, substantial doubt about the Company’s
ability to continue as a going concern is not alleviated.
The
consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
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. All dollar
amounts presented in this Form 10-Q, unless otherwise specified, are expressed in thousands.
The
accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with U.S. GAAP applicable
to interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”)
applicable to Quarterly Reports on Form 10-Q. Accordingly, certain information and note disclosures normally included in annual financial
statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.
In
the opinion of management, the accompanying unaudited condensed consolidated interim financial statements reflect all normal recurring
adjustments necessary for a fair presentation of the Company’s financial position, results of operations, changes in shareholders’
equity, and cash flows for the interim periods presented.
These
unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s Annual Report on
Form 10-K for the year ended December 31, 2025. Interim operating results for the three and six months ended June 30, 2026 are not necessarily
indicative of the results that may be expected for the full fiscal year ending December 31, 2026.
Management
Estimates
The
consolidated financial statements and related disclosures are prepared in conformity with United States (“U.S.”) generally
accepted accounting principles (“GAAP”). The Company must make estimates and judgments that affect the amounts reported in
the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to revenue recognition, allowances
for credit losses, and recoverability of notes receivable, useful lives for depreciation and amortization, loss contingencies, and the
valuation allowances for deferred income taxes. Actual results may be materially different from those estimated. In making its estimates,
the Company considers the current economic and legislative environment.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents.
10
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
(amounts
in thousands, except share data and per share data)
Recently
Issued Accounting Pronouncements Adopted
In
2025, the FASB issued ASU 2025-05, which provides updated guidance related to the accounting for credit losses on accounts receivable
and contract assets under Topic 326. The Company adopted ASU 2025-05 effective January 1, 2026; however, based on its existing receivables
portfolio, historical collection experience, and current credit monitoring practices, the adoption
did not have a material impact on the Company’s consolidated financial statements, other than the required enhanced disclosures.
Recently
Issued Accounting Pronouncements Not Yet Adopted
In
2025, the FASB issued ASU 2025-06, Internal-Use Software, which provides updated guidance related to the accounting for
internal-use software and cloud computing arrangements, including the capitalization and amortization of certain implementation
costs. The standard is effective for annual reporting periods beginning after December 15, 2027, including interim periods within
those annual reporting periods, with early adoption permitted. The Company primarily utilizes third-party hosted software solutions
and does not expect adoption of the standard to have a material impact on its consolidated financial statements. However, the
Company continues to evaluate the potential impact of the standard on future software implementation costs and system customizations
associated with potential growth initiatives.
On
November 4, 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense
Disaggregation Disclosures (Subtopic 220-40) , which requires enhanced disclosures regarding certain expense captions presented
in the income statement. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim
reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact
that the adoption of this standard may have on its consolidated financial statement disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim
Reporting (Topic 270): Narrow-Scope Improvements . The amendments clarify the entities and interim reporting methods subject to Topic
270, consolidate and clarify interim disclosure requirements, and provide a principles-based framework for determining when disclosures
about significant events and changes since the most recent annual reporting period are required. The amendments are effective for public
business entities for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
The Company is currently evaluating the effect of adopting this guidance but does not expect adoption to have a material effect on its
consolidated financial statements or related disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification
Improvements . The amendments clarify, correct and improve various provisions of the Accounting Standards Codification across a broad
range of topics, including earnings per share, credit losses, treasury stock, debt, leases and transfers of financial assets. The amendments
are effective for all entities for annual reporting periods beginning after December 15, 2026, including interim periods within those
annual reporting periods. Early adoption is permitted, including adoption on an issue-by-issue basis. The Company is currently evaluating
the effect of adopting the amendments, including those applicable to treasury-stock transactions, but does not expect adoption to have
a material effect on its consolidated financial statements or related disclosures.
The Company
evaluated ASU 2025-07 through ASU 2025-10 and ASU 2026-01 through ASU 2026-02 and determined that these pronouncements are not applicable
to the Company’s current operations. Accordingly, adoption of these pronouncements is not expected to have a material effect on
the Company’s consolidated financial statements or related disclosures.
11
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
(amounts
in thousands, except share data and per share data)
NOTE
4. ACCOUNTS RECEIVABLE
Accounts
receivable consist of the following:
SCHEDULE
OF ACCOUNTS RECEIVABLE
June 30,
2026
December 31,
2025
Accounts receivable, factored
$ 610
$ 488
Accounts receivable, unfactored
1,149
979
Unbilled receivables
216
127
Total accounts receivable
$ 1,975
$ 1,594
NOTE
5. DEBT AND TRANSFER OF FINANCIAL ASSETS
Factoring
Facility
The
Company is party to a factoring and security agreement with Gulf Coast Business Credit (“Gulf”) the accounts receivable finance
and asset-based lending division of Gulf Coast Bank & Trust Company; which provides liquidity by enabling the Company to obtain advances
against 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.
Eligible
receivables are assigned or pledged to Gulf as collateral on a full-recourse basis, meaning the Company retains the risk of collection.
Accordingly, the factoring arrangement is accounted for as a secured borrowing under ASC 860, Transfers and Servicing . For the
six months ended June 30, 2026, gross proceeds and repayments under the facility were $ 4,111 and $ 4,052 , respectively, compared with
$ 5,038 and
$ 6,586 ,
respectively, for the six months ended June 30, 2025. The outstanding factoring liability was $ 514
as of June 30, 2026 and $ 455
as of December 31, 2025.
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.
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 six months ended June 30, 2026, the Company sold $ 4,126 and $ 737 of receivables under the JPM and MUFG programs, respectively,
and received cash proceeds of $ 4,077 and $ 725 , respectively. The Company recognized an aggregate of $ 60 in discounts and fees
as loss on sale. Derecognized receivables outstanding at June 30, 2026 were $ 757 and $ 143 under the JPM and MUFG programs,
respectively. No repurchases occurred. There was no activity under these programs during the six months ended June 30, 2025.
12
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
(amounts
in thousands, except share data and per share data)
Insurance
Financing
MMG
also uses short-term, 10-month financing arrangements to fund annual premiums for crime, employment practices liability, errors and omissions,
and directors and officers insurance. During the 2025–2026 policy period, MMG entered into two premium-financing arrangements totaling
$ 140 , with aggregate finance charges of approximately $ 6 and a combined annual percentage rate of approximately 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 June 30, 2026, the aggregate current portion of these obligations
was $ 17 , with the long-term portion totaling $ 14 .
NOTE
6. COMMITMENTS AND CONTINGENCIES
The
Company is subject to legal proceedings and claims that arise in the ordinary course of business. Management does not believe that the
resolution of any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial
position, results of operations, or cash flows, except as described below.
Vivos
Group Settlement
As
previously disclosed, the Company and its subsidiary, MMG were involved in litigation and arbitration proceedings with certain former
shareholders and related parties associated with the Vivos Group arising from the October 29, 2019 merger transaction and related promissory
note obligations.
During
prior periods, the Company obtained arbitration awards and related court judgments in its favor, including amounts related to promissory
notes, accrued interest, attorneys’ fees, expenses, and other damages.
On
February 16, 2026, the Company entered into a settlement agreement with the Vivos Group to resolve the outstanding judgments and related
enforcement matters. Pursuant to the settlement agreement and related consent judgment entered by the Circuit Court for Montgomery County,
Maryland, the Vivos Group agreed to transfer an aggregate of 253,292,210 shares of the Company’s common stock to the Company.
On
April 7, 2026, the Company was notified by Equiniti Shareholder Services, LLC, its transfer agent, that the transfers were completed
and effective as of April 2, 2026. The settlement created 253.3 million treasury shares that may be available for potential reissuance,
subject to board approval, applicable law and any other required approvals.
As
of June 30, 2026, 300,000,000 shares of the Company’s common stock were issued, of which 46,707,790 shares were outstanding and
253,292,210 shares were held as treasury stock following completion of the settlement described above.
NOTE
7. EQUITY
The
Company’s authorized capital stock consists of 300,000,000 shares of common stock, with no par value. As of June 30, 2026, 300,000,000
shares were issued, 46,707,790 shares were outstanding, and 253,292,210 shares were held as treasury stock. The treasury shares received
in the Vivos settlement were recorded at $ 6,422 , corresponding to the carrying amount of the related-party notes receivable satisfied
in the transaction.
13
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
(amounts
in thousands, except share data and per share data)
NOTE
8 – RELATED PARTY TRANSACTIONS
During June 2026, an officer advanced a board
approved $ 110
to the Company for working capital purposes. The advance is unsecured, bears interest at the prime interest rate per annum, and
matures within 90 days. The amount remained outstanding as of June 30, 2026 and is included in Notes payable, current on the
accompanying condensed consolidated balance sheet.
Former
Related Party Relationship
Prior
to and following the October 29, 2019 merger, members of the Vivos Group were majority shareholders of the Company and were considered
related parties. Upon completion of the settlement and share transfer described below, the Vivos Group ceased to hold an ownership interest
in the Company and was no longer considered a related party as of June 30, 2026.
Related
Party Notes Receivable
Amounts
due from the Vivos Group arose from acquisition-related borrowings and advances made prior to the October 29, 2019 merger. These borrowings
consisted primarily of promissory notes and related advances associated with the Maslow Media acquisition structure.
Following
arbitration proceedings concluded in 2022 and supplemental awards issued in 2023, the outstanding balances, together with accrued interest
and related obligations, were incorporated into the final arbitration awards and related court judgments.
The
amount due from members of the Vivos Group was $ 6,357 as of December 31, 2025. Including interest recognized through the settlement date,
the carrying amount satisfied through the April 2, 2026 share transfer was $ 6,422 . Accordingly, no related-party notes receivable remained
outstanding as of June 30, 2026.
Settlement
and Share Transfer
On
February 16, 2026, the Company entered into a settlement agreement with the Vivos Group pursuant to which members of the Vivos Group
agreed to transfer to the Company shares of the Company’s common stock in settlement of the outstanding judgments and related obligations.
On
April 2, 2026, pursuant to a consent judgment entered by the Circuit Court for Montgomery County, Maryland, an aggregate of 253,292,210
shares of the Company’s common stock were transferred to the Company. On April 7, 2026, the Company was notified by Equiniti Shareholder
Services, LLC, its transfer agent, that the transfers were completed and effective as of April 2, 2026.
As
a result of the settlement and share transfer completed effective April 2, 2026, obligations owed by the Vivos Group, including amounts
previously reflected as related-party notes receivable, were satisfied in full. The Company derecognized the $ 6,422 carrying amount of
the notes receivable and recognized treasury stock in the same amount. The transaction was noncash. Following completion of the transaction,
the Vivos Group no longer held an ownership interest in the Company and ceased to be considered a related party, and the transferred
shares were no longer outstanding.
14
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2026
(amounts
in thousands, except share data and per share data)
NOTE
9. BUSINESS SEGMENTS
The
Company operates within four
industry segments: Employer of Record (“EOR”), Recruiting and Staffing (“Staffing”), Direct Hire, and Video
and Multimedia Production (“Video Production”). The EOR segment provides media field talent to a host of large corporate
customers in all 50 states. The 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 Production segment provides
script-to-screen services for corporate, government, and non-profit clients, globally.
Segment revenue and gross profit
are the measures regularly provided to and reviewed by the Company’s executive management team, consisting of the Chief Financial
Officer and the Vice President of Human Resources, who also serves as Acting Principal Officer. These officers jointly perform the function
of the chief operating decision maker (“CODM”). Segment gross profit is defined as segment revenue less cost of revenue.
Cost of revenue is the only significant segment expense regularly provided to the CODM. There were no other segment items for any reportable
segment during the periods presented. Interest income, interest expense, depreciation expense, other income and expense, income tax expense,
and selling, general and administrative expenses are not allocated to or included in the results of the reportable segments.
The CODM reviews segment revenue and gross profit
to assess performance and inform resource-allocation decisions. Personnel resources, including recruiter staffing levels, are allocated
based on multiple factors, including current and anticipated requisition demand, client requirements and overall business needs, and are
not determined solely by historical segment results.
Asset information by reportable segment is not regularly
provided to or reviewed by the CODM.
The
following tables present revenue and gross profit by reportable segment for the three and six-month periods ended June 30, 2026 and
2025 and reconcile the segment measures to consolidated results.
For
the three months ended June 30, 2026, consolidated results include a $ 1 revenue reconciling item and a $ 1 reduction to gross profit relative
to the sum of the reportable segments. For the six months ended June 30, 2026, consolidated gross profit includes a $ 1 reduction relative
to the sum of the reportable segments. These differences reflect rounding and general-ledger reconciling items.
Gross
Profit Performance by Segment
SCHEDULE OF GROSS PROFIT PERFORMANCE BY SEGMENT
For
the Three Months Ended June 30:
June 30, 2026
June 30, 2025
Business Segment
Revenue
Gross Profit
GM %
Business Segment
Revenue
Gross Profit
GM %
EOR
$ 3,873
$ 401
10.4 %
EOR
$ 3,573
$ 442
12.4 %
Staffing
$ 1,092
$ 280
25.6 %
Staffing
$ 1,098
$ 252
23.0 %
Video Production
$ 52
$ 11
21.2 %
Video Production
$ 34
$ 8
23.5 %
Direct Hire
$ -
$ -
- %
Direct Hire
$ 13
$ 11
84.6 %
Total
$ 5,017
$ 692
13.8 %
Total
$ 4,718
$ 713
15.1 %
For
the Six Months Ended June 30:
June 30, 2026
June 30, 2025
Business Segment
Revenue
Gross Profit
GM %
Business Segment
Revenue
Gross Profit
GM %
EOR
$ 8,368
$ 883
10.6 %
EOR
$ 7,328
$ 894
12.2 %
Staffing
$ 2,089
$ 550
26.3 %
Staffing
$ 2,030
$ 419
20.6 %
Video Production
$ 111
$ 29
26.1 %
Video Production
$ 84
$ 21
25.0 %
Direct Hire
$ -
$ -
- %
Direct Hire
$ 23
$ 21
91.3 %
Total
$ 10,568
$ 1,462
13.8 %
Total
$ 9,465
$ 1,355
14.3 %
NOTE
10. SUBSEQUENT EVENTS
The
Company evaluated subsequent events through August 14, 2026, the date these unaudited condensed consolidated financial statements were issued.
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.