UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2025
Or
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ___________to ____________.
Commission
File Number 0-7092
RELIABILITY
INCORPORATED
(Exact
name of registrant as specified in its charter)
texas
75-0868913
(State
or other jurisdiction of
(I.R.S.
Employer
incorporation
or organization)
Identification
No.)
22505
Gateway Center Drive ,
P.O.
Box 71 ,
Clarksburg ,
Maryland
20871
(Address
of principal executive offices)
(Zip
Code)
(202)
965-1100
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
each exchange on which registered
Common
Stock, no par value
RLBY
OTC
Pink Sheets
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒ YES ☐ NO
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☒ YES ☐ NO
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
Accelerated
filer ☐
Non-accelerated
filer ☐
Smaller
reporting company ☒
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ YES ☒ NO
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 300,000,000
shares of Common Stock, no par value, as of March 31, 2025.
RELIABILITY
INCORPORATED
Quarterly
Report on Form 10-Q
As
of and For the Three Months Ended March 31, 2025
INDEX
PART I. FINANCIAL INFORMATION
3
Item
1.
Financial Statements
3
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024
3
Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024
4
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2025 and 2024
5
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024
6
Notes to Unaudited Condensed Consolidated Financial Statements
8-14
Item
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15-18
Item
3.
Quantitative and Qualitative Disclosures About Market Risk
18
Item
4.
Risk Controls and Procedures
18
PART II. OTHER INFORMATION
19
Item
1.
Legal Proceedings
19
Item
1a.
Risk Factors
19
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
19
Item
3.
Defaults Upon Senior Securities
19
Item
4.
Mine Safety Disclosures
19
Item
5.
Other Information
19
Item
6.
Exhibits
19
Signatures
20
Exhibits
20
2
PART
I. FINANCIAL INFORMATION
Item
1. Financial Statements
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONSOLIDATED BALANCE SHEETS
(amounts
in thousands, except per share data)
March 31,
December 31,
2025
2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$ 264
$ 522
Trade receivables, net of allowance for credit losses
3,264
4,785
Other receivables
-
4
Notes receivable from related parties
5,973
5,847
Prepaid expenses and other current assets
360
336
Total current assets
9,861
11,494
Other intangible assets, net
2
2
Property, plant and equipment, net
51
60
Total assets
$ 9,914
$ 11,556
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Factoring liability
$ 1,163
$ 2,375
Accounts payable
537
734
Accrued expenses
240
288
Accrued payroll
720
568
Deferred revenue
210
207
Note payable, current
25
26
Total current liabilities
2,895
4,198
LONG-TERM LIABILITIES
Note payable, net of current
15
21
Total long-term liabilities
15
21
Total liabilities
2,910
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 March 31, 2025 and December 31, 2024
-
-
Additional paid-in capital
750
750
Retained earnings
6,254
6,587
Total stockholders’ equity
7,004
7,337
Total liabilities and stockholders’ equity
$ 9,914
$ 11,556
The
accompanying notes are an integral part of these financial statements.
3
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts
in thousands, except per share data)
For the Three Months Ended March 31,
2025
2024
Revenue earned
Service revenue
$ 4,746
5,295
Cost of revenue
Cost of revenue
4,105
4,586
Gross profit
641
709
Selling, general, and administrative expenses
1,023
947
Operating loss
( 382 )
( 238 )
Other income (expense)
Interest income from related parties
126
70
Interest income
1
15
Interest expense
( 52 )
( 16 )
Other income (expense)
( 26 )
( 93 )
Loss
before income tax (expense) benefit
( 333 )
( 262 )
Income
tax (expense) benefit
-
130
Consolidated
net loss
$ ( 333 )
( 132 )
Net loss 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
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For
the three Months Ended March 31, 2025 and 2024
(amounts
in thousands, except per share data)
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
Balance, December 31, 2024
300,000,000
$ -
$ 750
$ 6,587
$ 7,337
Balance
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
The
accompanying notes are an integral part of these statements.
5
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts
in thousands)
For the Three Months Ended March 31,
2025
2024
Cash flows from operating activities:
Net loss
$ ( 333 )
$ ( 132 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization
8
2
Accrued interest
( 126 )
( 70 )
Changes in operating assets and liabilities:
Trade receivables
1,524
( 54 )
Retention credit receivable
-
( 10 )
Other receivables
-
( 269 )
Prepaid expenses and other current assets
( 24 )
163
Accounts payable
( 197 )
44
Accrued payroll
153
8
Accrued expenses
( 47 )
( 5 )
Deferred revenue
1
11
Income taxes payable
-
-
Net cash provided by (used in) operating activities
959
( 312 )
Cash flows from investing activities:
Purchase of fixed assets
1
-
Net cash provided by (used in) investing activities
1
-
Cash flows from financing activities:
Proceeds from the factoring facility
2,222
( 25 )
Repayments to the factoring facility
( 3,434 )
-
Repayment of note payable
( 6 )
-
Net cash used in financing activities
( 1,218 )
( 25 )
Net decrease in cash and cash equivalents
( 258 )
( 337 )
Cash and cash equivalents, beginning of period
522
822
Cash and cash equivalents, end of period
$ 264
$ 485
The
accompanying notes are an integral part of these statements.
6
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
(amounts
in thousands)
For the Three Months Ended March 31,
Supplemental disclosures of cash flow information:
2025
2024
Cash paid during the year for:
Interest
$ 52
$ 16
Income taxes
$ -
$ ( 130 )
7
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 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 finance and accounting 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 arbitrator issued an award (the “Award”) with the Company and MMG prevailing
on their claims. The awards included citing fraud damages. Supplemental awards were subsequently issued on May 17, 2023, October 10,
2023, and finally, on October 27, 2023. 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 .
8
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2025
(amounts
in thousands, except per share data)
The May 17, 2023 award also appointed a rehabilitative receiver (the “Receiver”) whose primary function is to collect the
contract and fraud damages, including costs, expenses, and fees provided in the awards. With respect to the receivership, the Vivos Group
owners or holders of all of the shares of common stock of the Company were declared not to be entitled to vote any of those shares at
any annual or special meetings of the shareholders of the Company during the period of the receivership.
On
December 29, 2023, the Circuit Court for Montgomery County, Maryland signed orders entering all three arbitration awards as judgments
in Reliability’s case against the Vivos Group. These orders became final on January 29, 2024, when the appeal period expired for
the defendants. The judgments are good for 12 years and can be enrolled in other states. Reliability has collectible judgments which
the Receiver has been eligible to pursue. In May 2025, MMG expects the Receiver to make a recommendation to the arbitrator.
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 March 31, 2025, the Vivos Debtor balance was $ 5,973 . The Award value in totality currently aggregates $ 8,333 , independent of legal
fees after the award and interest.
Basis
of presentation
The
unaudited condensed consolidated 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 condensed 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 statement 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 expected for the full year.
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.
Concentration
of Credit Risk
For
the three months ended March 31, 2025, $ 1,533
or 32.3 %
of revenue came from one customer, and $ 1,166
or 24.6 %
from a second customer. Combined, this totals $ 2,699
or 56.9 %
of revenue. In 2024, three companies accounted for $ 1,621
or 30.6 %, $ 820
or 15.5 %,
and $ 672
or 12.7 %,
respectively, which combined, totals $ 3,113
or 58.8 %.
No other client exceeded 10% of revenues for the three months ending March 31, 2025 and 2024.
As
of March 31, 2025, the Company had accounts receivable of $ 2,864 , of which $ 1,489 ( 52 %) was attributable to its second-largest
client, $ 459 ( 16 %) to its largest client, and $ 334 ( 11.7 %) to its third-largest revenue-producing client for the quarter. Together,
these three clients accounted for approximately $ 2,283 , or 79.7 % of total accounts receivable.
For
comparison, as of December 31, 2024, the same three clients—listed in the same order—represented $ 1,862 ( 44.2 %), $ 1,102
( 23.5 %), and $ 611 ( 13.0 %) of accounts receivable, respectively, collectively comprising 80.7 % of the total A/R balance.
9
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2025
(amounts
in thousands, except per share data)
NOTE
2. MANAGEMENT’S PLAN
Although
the Company incurred net losses after taxes of $ 333 , $ 594 , and $ 740 for the three months ended March 31, 2025 and the years
ended December 31, 2024 and 2023, respectively, management believes the Company will continue as a going concern and meet its financial
obligations as they become due in 2025 and beyond. This assessment is based on the following key factors:
● Cash
Flow Forecast : Management has prepared a 52-week cash flow forecast from May 15, 2025,
which projects sufficient cash and working capital to fund operations.
● Reduction
in Legal Fees : Legal expenses are expected to decline in 2025, as the Company holds collectible
judgments currently being pursued by a court-appointed receiver.
● 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.
● Client
Financing Arrangement : A financing arrangement through JPMorgan for the Company’s
second-largest client is expected to reduce the cash conversion cycle by approximately 90
days. This client generated $ 5.5 million in revenue in 2024, representing about 20 % of total
revenue.
● Factoring
Availability : As of May 3, 2025, the Company had access to additional borrowing under
its factoring facility of up to 93 % of unfactored invoices, totaling approximately $ 1.5 million
in available liquidity.
● Cost
Flexibility : If necessary, the Company can align costs more closely with revenues by
reducing personnel and software expenditures.
Based
on these factors, management believes the Company has adequate resources to meet its obligations as they come due for at least the next
12 months and that the use of the going concern basis of accounting remains appropriate.
NOTE
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting
Pronouncements
In
November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ASU No. 2024-03 , Income Statement
- Reporting Comprehensive Income - Expense Recognition Disclosures . This ASU will require entities to provide enhanced disclosures
related to certain expense categories included in income statement captions. The ASU aims to increase transparency and provide investors
with more detailed information about the nature of expenses reported on the face of the income statement. The new standard does not change
the requirements for the presentation of expenses in the face of the income statement. Under this ASU, entities are required to disaggregate,
in a tabular format, expense captions presented on the face of the income statement — excluding earnings or losses from equity
method investments — if they include any of the following expense categories: purchases of inventory, employee compensation, depreciation,
intangible asset amortization, and depreciation or depletion. For any remaining items within each relevant expense caption, entities
must provide a qualitative description of the nature of those expenses. The new ASU 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 of the adoption of this standard on the related disclosures.
On
December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09) .
The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 largely follows the
proposed ASU issued earlier in 2023 with several important modifications and clarifications discussed below. ASU 2023-09 is effective
for public business entities for annual periods beginning after December 15, 2024 (generally, calendar year 2025) and effective for all
other business entities one year later. 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 consolidated financial statements and disclosures.
The
Company does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material
effect on its present or future consolidated financial statements.
10
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2025
(amounts
in thousands, except per share data)
NOTE
4. ACCOUNTS RECEIVABLE
Accounts
receivable consist of the following:
SCHEDULE
OF ACCOUNTS RECEIVABLE
March 31,
2025
December 31,
2024
Accounts receivable, unfactored
$ 1,701
$ 2,313
Unbilled receivables
400
97
Accounts receivable, factored
1,163
2,375
Total Accounts Receivable
$ 3,264
$ 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. For the three months ended March 31, 2025,
the Company received $ 2,222 in proceeds from the sale of receivables and repaid $ 3,434 under the agreement. This compares to
$ 9,132 in proceeds and $ 6,930 in repayments for the year ended December 31, 2024. The outstanding balance under the factoring
arrangement was $ 1,163 as of March 31, 2025, down from $ 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.
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, MMG entered into an agreement which deferred $ 52
due for our ADP implementation that was concluded in January 2024, to be paid over 24 months, at 6.21 %
interest. As of March 31, 2025, the current portion balance was $ 25
and the long term, $ 15 .
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
11
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2025
(amounts
in thousands, except per share data)
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 March 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 the Award with the Company and MMG prevailing on their claims. The awards included citing of fraud
damages. Supplemental awards were subsequently issued on May 17, 2023, October 10, 2023, and finally on October 27, 2023. 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 . The aggregate amount of the Awards, which are now court judgements, totals $ 8,333 as interest continues
to accrue on these awarded balances.
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 appointing the Receiver to assist the Company in collecting the awarded
amounts. In the award, the Arbitrator established the powers of the Receiver.
On
December 29, 2023, the Circuit Court for Montgomery County, Maryland signed orders entering all three arbitration awards as judgments
in Reliability’s case against the Vivos Group. These orders became final on January 29, 2024, when the appeal period expired for
the defendants. The judgments are good for 12 years and can be enrolled in other states. Reliability has collectible judgments which
the Receiver has been eligible to pursue.
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.”
12
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2025
(amounts
in thousands, except per share data)
The
table below is a summary of Vivos Group related party notes receivable which, as of March 31, 2025, totals $ 5,973 .
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
The Award value in totality
is currently aggregated to $ 8,333 , independent of legal fees and interest.
Debt
Settlement Agreements
In
June 2023, VREH successfully sold the property at 22 Baltimore Road in Rockville, Maryland, relieving Maslow of any liability
related to the building, which MMG had been signed as a guarantor for in 2017 without management’s knowledge. In September
2024, the Company received $ 91
from the bankruptcy proceedings and sale of the building. This amount was applied toward reducing the Vivos Group’s
outstanding debt to MMG (see table above). In December 2024, he SWC matter was also resolved with MMG’s portion being $ 10 .
Related
Party Costs
RLBY’s Other expense portion of Other Income totaled approximately
$ 26 , 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 % of the total number of shares of the Company’s Common Stock outstanding after giving effect to the Merger, respectively.
At
the present time, the Vivos Group shall not be entitled to vote 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 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
13
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2025
(amounts
in thousands, except per share data)
structure
and are regularly reviewed by our Chief Executive Officer (our chief operating decision-maker or “CODM”) to allocate resources
and assess performance. 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.
The
following table provides a reconciliation of revenue and gross profit by reportable segment to consolidated results for the three months
ended March 31, 2025 and 2024, respectively:
Gross
Profit Performance by Segment
SCHEDULE OF GROSS PROFIT PERFORMANCE BY SEGMENT
March
31, 2025
March
31, 2024
Business
Segment
Revenue
Gross
Profit
GM
%
Business Segment
Revenue
Gross Profit
GM
%
EOR
$ 3,755
$ 452
12.0 %
EOR
$ 4,572
$ 560
12.2 %
Staffing
$ 932
$ 167
17.9 %
Staffing
$ 667
$ 123
18.4 %
Video Production
$ 49
$ 13
26.5 %
Video Production
$ 32
$ 3
9.4 %
Direct Hire
$ 10
$ 9
90.0 %
Direct Hire
$ 24
$ 23
95.8 %
Total
$ 4,746
$ 641
13.5 %
Total
$ 5,295
$ 709
13.4 %
NOTE
10. SUBSEQUENT EVENTS
The
Company has evaluated subsequent events through May 15, 2025, the date on which the unaudited condensed consolidated financial statements
were available to be issued. Based upon this evaluation, management has determined that no material subsequent events have occurred that
would require recognition in or disclosures in the accompanying unaudited condensed consolidated financial statements, except as follows:
On
April 23, 2025, we entered into a Receivable Purchase Agreements with JP Morgan which will purchase one of our largest client’s
invoices within 15 days of approval. The program uses a market index rate based on the Secured Overnight Financing rate (SOFR) and adds
80 basis points called a program rate. The APR on this loan as of May 3, 2025, was 5.15 % .
On
April 24, 2025, Reliability submitted its application for the new Over-the-Counter Identification (“OTCID”), which is scheduled
to launch on July 1, 2025. OTCID is meant to replace the “Pink Current” tier, and is intended to establish baseline requirements
for companies, including the submission of current information disclosures and management certifications. OTC Markets will still maintain
the Pink Limited and Expert Market tiers for companies that do not meet the OTCID criteria.
14
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING
STATEMENTS
The
following discussion and analysis of our results of operations and financial condition should be read in conjunction with our unaudited
condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. This section
includes several forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that reflect
our current views with respect to future events and financial performance. All statements that address expectations or projections about
the future, including, but not limited to, statements about our plans, strategies, adequacy of resources and future financial results
(such as revenue, gross profit, operating profit, cash flow), are forward-looking statements. Some of the forward-looking statements
can be identified by words like “anticipates,” “believes,” “expects,” “may,” “will,”
“can,” “could,” “should,” “intends,” “project,” “predict,” “plans,”
“estimates,” “goal,” “target,” “possible,” “potential,” “would,”
“seek,” and similar references to future periods. These statements are not a guarantee of future performance and involve
a number of risks, uncertainties and assumptions that are difficult to predict. Because these forward-looking statements are based on
estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond
our control or are subject to change, actual outcomes and results may differ materially from what is expressed or forecasted in these
forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements
include, but are not limited to: our ability to access the capital markets by pursuing additional debt and equity financing to fund our
business plan and expenses; negative outcome of pending and future claims and litigation and our ability to comply with our contractual
covenants, including in respect of our debt; potential loss of clients and possible rejection of our business model and/or sales methods;
weakness in general economic conditions and levels of capital spending by customers in the industries we serve; weakness or volatility
in the financial and capital markets, which may result in the postponement or cancellation of our customers’ projects or the inability
of our customers to pay our fees; delays or reductions in U.S. government spending; credit risks associated with our customers; competitive
market pressures; the availability and cost of qualified labor; our level of success in attracting, training and retaining qualified
management personnel and other staff employees; changes in tax laws and other government regulations, including the impact of health
care reform laws and regulations; the possibility of incurring liability for our business activities, including, but not limited to,
the activities of our temporary employees; our performance on customer contracts; and government policies, legislation or judicial decisions
adverse to our businesses. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as
of the date hereof. We assume no obligation to update such statements, whether as a result of new information, future events or otherwise,
except as required by law. We recommend readers to carefully review the entirety of this Quarterly Report, the “Risk Factors”
in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and the other reports and documents
we file from time to time with the Securities and Exchange Commission (“SEC”), particularly our Quarterly Reports on Form
10-Q and our Current Reports on Form 8-K.
The
following discussion and analysis of our financial condition and results of operations, our expectations regarding the future performance
of our business and the other non-historical statements in the discussion and analysis are forward-looking statements. These forward-looking
statements are subject to risks, uncertainties and other factors including those described in “Item 1A. Risk Factors” of
the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, with the SEC. Our actual results may differ materially
from those contained in any forward-looking statements. You should read the following discussion together with our financial statements
and related notes thereto and other financial information included in this Quarterly Report on Form 10-Q.
CRITICAL
ACCOUNTING POLICIES AND COMMENTS RELATED TO OPERATIONS
This
discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation
of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues, and expenses based on historical experience and various other factors that are believed to be reasonable
under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
There
have been no material changes or developments in the Company’s evaluation of the accounting estimates and the underlying assumptions
or methodologies that it believes to be Critical Accounting Policies and Estimates as disclosed in its Form 10-K for the year ended December
31, 2024.
Management’s
Discussion included in the Form 10-K for the year ended December 31, 2024, includes discussion of various factors and items related to
the Company’s results of operations and liquidity. There have been no other significant changes in most of the factors discussed
in the Form 10-K and many of the items discussed in the Form 10-K are relevant to 2024 operations; thus, the reader of this report should
read Management’s Discussion included in Form 10-K for the year ended December 31, 2024.
15
RESULTS
OF OPERATIONS
Revenues
Revenues
for the three months ending March 31, 2025, totaled $4,746, representing a decrease of $549 over the $5,295 generated in the first
quarter of 2024.
Revenue
from our EOR segment declined by $817 or 17.9% compared to $4,572 in the first quarter of 2024. This decline was primarily
attributable to a $366 reduction in revenue from one of our top three clients in 2024 largely due to the absence of election-related activity in this non-election year. This client-specific reduction accounted for approximately 67% of the total revenue decline and 45% of the decline
within the EOR segment. Offsetting this, our other top four revenue-generating clients contributed a combined $280 in incremental revenue
compared to the same period last year.
Staffing
revenue increased to $932 a growth of $265 or 39.7%, from $667 in the prior-year period. A key contributor to this growth was a government agency client that accounted for $233, or approximately 88%, of
the total increase in staffing revenue.
Video
Production revenue rose was up $17 with $49 compared to $32 in the first quarter of 2024. Conversely, our Direct Hire business
generated $10 in revenue in the first quarter of 2025, a decrease of $14,000 from $24,000 in the prior-year period.
Cost
of Revenue / Gross Profit
For the three-month period ended March 31, 2025, gross profit totaled $641,
representing a decline of $68 or 9.6%, compared to $709 in the prior-year period. Despite the year-over-year decrease in gross profit,
gross margins improved by 10 basis points to 13.5%, up from 13.4% in the first quarter of 2024. This marks the third increase in gross
margin during the first quarter over the past four years.
The
shift in revenue mix positively influenced overall margins. Staffing revenue increased from 12.6% to 19.6% of total revenue, with a gross
margin of 17.9%, contributing approximately 30 basis points of margin improvement. Additionally, Video Production delivered gains in
both gross profit and margin, adding another 10 basis points. These improvements offset a combined 30 basis point negative impact from
Direct Hire and EOR services. Comparatively year over year, Staffing gross margin fell to 17.9% from 18.4% in 2024, mostly because IT
staffing revenue of 37 lifted margins by thirty basis points. In the first quarter 2025, all our staffing revenue were from media roles.
EOR
gross margin was 12.0%, just 10 basis points below the prior-year level of 12.2%. Given the trend that began in Q2 2024—where EOR
margins declined modestly due to a heavier reliance on Maslow 1099 resources over W-2 employees, this limited margin compression in Q1
2025 was a positive indicator of stabilization.
Direct
Hire’s 20 basis point negative impact on margin was attributable to a decline in revenue compared to the prior year quarter. As
Direct Hire typically generates gross margins of approximately 90%, even modest revenue shifts have a disproportionate effect on consolidated
margin performance.
General
and Administrative (“G&A”)
General
and administrative expenses for the three months ended March 31, 2025, totaled $1,023, compared to $947 in the first quarter of 2024,
representing an unfavorable variance of $76 or 8.0%. The year-over-year increase was primarily driven by higher loaded salaries, which
rose by $37 or 4.9%, led by $20 increase in accrued leave. Wages increased by $15. Overall loaded salaries represented 48.6% of the overall
$76 higher SG&A costs.
Non-salary
costs rose by $39 (51.4%), largely due to a $26 increase in ADP payroll processing fees. This increase was anticipated, as the first
quarter of 2024 benefited from a one-time holiday incentive tied to our 2023 ADP servicing agreement. Other notable increases by account
were non recruiting software at $10, and business taxes and licenses at $10 which consist of state minimum tax and franchise fees for
states that are not deemed to be state income taxes. A year ago, in the first quarter of 2024, we were booking these taxes and fees to state
income taxes.
Otherwise,
cost savings were realized in Legal by $11, as Receivership fees a year ago resided here, and recruiting software which a greater portion,
was allocated to COR for staffing and Direct Hire searches.
Interest
Expense
In
the three-month period ending March 31, 2025, the Company incurred $52 in interest charges for financing, factoring, and paying an advance
rate (BIP) against its invoices compared with $16 in the same period a year ago.
16
Other
Income (Expense)
On
December 29, 2023, the Maryland Circuit Court certified the Company’s arbitration award as a judgment. Given that the associated
legal costs relate primarily to collection and recovery efforts, the Company began reclassifying these non-core legal expenses to Other
Expense starting in the second quarter of 2024. This practice has continued, effectively isolating non-operational legal obligations
from operating expenses.
Non-operational
income and expenses totaled a net expense of $26 for the three months ended March 31, 2025, reflecting a $67 or 72.0%, decrease compared
to $93 in the same period in 2024. The year-over-year decline was primarily due to a narrower scope of legal activity in the current
quarter. In the first quarter of 2025, legal expenses were limited to matters involving the court-appointed receiver, whereas the prior-year
period included additional legal costs related to restructuring activities and obligations associated with the non-award Vivos Group
debt. The $26 net expense in the first quarter of 2025 also includes $1 in credit card rebate income.
LIQUIDITY
AND CAPITAL RESOURCES
Our
working capital requirements are driven primarily by payroll for Employer of Record (EOR) field talent, general and administrative (G&A)
salaries, public company expenses, interest on financing arrangements, legal fees related to the enforcement of arbitration awards against
the Vivos Group, and the timing of collections on client accounts receivable. Because client payments, on average, lag field talent payroll
by approximately 49 days, working capital demands can fluctuate and occasionally present short-term challenges.
Our
principal sources of liquidity include cash generated from operations via accounts receivable collections, borrowings under our Factoring
Facility with Gulf, and, more recently, three separate receivables purchase arrangements. These arrangements function similarly to factoring
but operate through supplier payment programs facilitated by client-affiliated financial institutions.
Several
of our larger clients have recently adopted extended payment terms, 60 to 90 days. amounting to unilateral term extensions of 30 to 60
days. To mitigate the impact of these changes, we adopted Buyer-Initiated Payment (BIP) and Receivable Purchase Programs with American
Express, MUFG, and JP Morgan. Combined with our factoring facility and biweekly prepayments (averaging approximately $56 every two weeks),
these programs have materially improved our cash conversion cycle. Our Days Sales Outstanding (DSO) improved from 66 days at the beginning
of 2023 to 49 days by March 2024 and has averaged 50 days since. For the trailing twelve months ended March 31, 2025, our DSO remained
strong at 49.5 compared to 49.2 in the prior-year period.
These
BIP and Receivable Purchase Programs allow MMG to receive payment for 100% of client-approved invoices, net of a flat interest rate.
For Amex and MUFG programs, rates vary based on daily invoice volume, with higher volume reducing the effective rate. The JP Morgan agreement,
executed on April 23, 2025, purchases one of our largest client’s invoices within 15 days of approval, using the Secured Overnight
Financing Rate (SOFR) plus an 80-basis point program fee. Based on current rates, this results in an annualized cost of approximately
5.27%, significantly lower than our average factoring APR of 10.6%, which is based on a prime rate of 8%.
17
Our
factoring facility with Gulf advances 93% of eligible receivables, subject to a 15-basis point advance fee and an interest rate of prime
plus 2%, with a floor prime rate of 4%. These financing arrangements, combined with the portion of client business that pays in advance
of payroll (~$56 every two weeks), help offset the impact of approximately 32% of our revenue coming from clients on 90-day terms, some
of which involve delayed issuance of purchase orders.
As
of March 31, 2025, 96.3% of accounts receivable were current (aged <31 days), compared to 96.5% a year earlier. Our long-term credit
performance remains strong, with total bad debt over the past five years amounting to just one hundred and eighty dollars.
Our
primary uses of cash include payments to field talent, corporate and staff employee payroll and related liabilities, operating expenses,
public company costs (including D&O and general liability insurance premiums, SEC filing and audit fees, legal and professional services,
stock transfer agent costs, and board compensation), as well as factoring and borrowing-related interest, taxes, and debt service.
Due
to the nature of our EOR business, where most contracted talent are W-2 employees paid known amounts on varying schedules, cash inflows
from clients often do not align with required payroll disbursements. This mismatch necessitates our use of factoring and receivables
financing to ensure timely fulfillment of payroll and other obligations.
As
of March 31, 2025, the Vivos Debtors owed the Company $5,973 in notes receivable, which includes a $3,000 defaulted promissory note and
a $750 unpaid tax obligation dating back to December 2019.
Following
the Maslow–Reliability merger, the Company anticipated accessing capital markets and using its common stock as acquisition currency.
However, all 300 million authorized shares of common stock were issued in connection with the merger. No additional shares are expected
to become available until the legal dispute with the Vivos Debtors and the broader Vivos Group is resolved. Once resolved, the Company
may pursue either an increase in authorized shares or a reverse stock split to create capacity for future capital raises or acquisitions.
There
is no assurance as to the timing of such actions.
As
of March 31, 2025, our working capital totaled $6,966, compared to $7,296 as of December 31, 2024. Adjusting for the notes receivable
related to the Vivos Debtors, our working capital stood at $993, compared to $1,449 as of December 31, 2024.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
applicable.
Item
4. Risk Controls and Procedures
(a)
Evaluation of Disclosure Controls and Procedures . The Chief Executive Officer and Chief Financial Officer evaluated the effectiveness
of the disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the President
and Chief Financial Officer concluded that the disclosure controls and procedures as of the end of the period covered by this report
were effective such that the information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is (i) recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated
to the Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding disclosure. A controls system cannot provide
absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have been detected.
(b)
Changes in Internal Control over Financial Reporting . There have been no changes in the Company’s internal controls over financial
reporting, known to the Chief Executive Officer and Chief Financial Officer, that occurred during the period covered by this report that
have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
18
RELIABILITY
INCORPORATED
OTHER
INFORMATION
March
31, 2025
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
A
series of legal actions and hearings took place starting in March 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 the Award with the Company and MMG prevailing on their claims. The awards included citing of fraud
damages. Supplemental awards were subsequently issued on May 17, 2023, October 10, 2023, and finally on October 27, 2023. 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. The aggregate amount of the Awards totaled $8,333.
The
May 17, 2023 award appointed a Receiver whose primary function is to collect the contract and fraud damages, including costs, expenses,
and fees provided in the awards.
On
December 29, 2023, the Circuit Court for Montgomery County, Maryland signed orders entering all three arbitration awards as judgments
in Reliability’s case against the Vivos Group. These orders became final on January 29, 2024, when the appeal period expired for
the defendants. The judgments are good for 12 years and can be enrolled in other states.
Item
1a. Risk Factors
In
addition to the other information set forth in this Quarterly Report, shareholders should carefully consider the factors discussed in
Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business,
financial condition, or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing the Company.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely
affect our business, financial condition and/or operating results.
We
are currently engaged in litigation and collecting an arbitration award with the Vivos Group, the outcome of which could materially harm
our business and financial results.
As
more fully described in Note 6 (Commitments and Contingencies) of the Notes to Unaudited Condensed Consolidated Financial Statements,
while we received a favorable arbitration outcome with the Vivos Group, but the ultimate collection of cash and shares is unknown.
The
collection process is complex and has caused and could continue to cause us to incur significant costs, as well as distract our management
over an extended period.
It
is highly likely that the initial portion of the recovered arbitration award will be in shares of our common stock rather than cash,
which could negatively impact the Company’s liquidity and working capital.
As
of March 31, 2025, the Vivos Group’s outstanding Notes Receivable obligation was $5,973. However, the composition of Vivos Group
assets available to settle this obligation remains uncertain. Management anticipates that common stock will be used to satisfy the initial
portion of the overall liability. With awarded legal fees and the fraud award of $1,000, the total liability as of March 31, 2025, was
$8,333.
Federal agency budget reviews and directives,
including those issued by the Department of Government Efficiency (“DOGE”), may adversely impact our business.
A portion of our revenue is derived from contracts
with U.S. federal government agencies. Periodic budget reviews, cost-cutting mandates, or efficiency directives, such as those issued
by the Department of Government Efficiency (DOGE), can lead to reductions or reallocations in client spending, even if such actions are
not formally disclosed to us. Although unconfirmed, we believe a reduction in media-related staffing and spending by one federal agency client in 2025 may have been influenced
by DOGE’s identification of those services as non-essential. While the potential revenue impact from this specific instance is not
material, the broader implementation of similar directives across federal agencies could materially reduce demand for our services in
the public sector. Moreover, the lack of transparency surrounding these decisions increases the difficulty of forecasting and strategic
planning within this client segment.
Our business may be indirectly affected by the
imposition of tariffs or other trade restrictions that impact our clients’ operations and profitability.
While our core operations are not directly exposed
to international trade or tariff risk, a significant portion of our revenue is derived from media services provided to clients across
various industries, some of which rely on global supply chains or imported goods. The imposition or escalation of tariffs, trade barriers,
or similar regulatory actions, particularly those affecting cost of goods sold for our clients, may reduce their gross margins and overall
profitability. In response, clients may reduce discretionary expenditures, including advertising and media budgets, which could negatively
impact our revenues and financial performance. Even perceived uncertainty around future trade policy could lead to more conservative client
behavior, affecting campaign timing, spend, or scope.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information
None.
Item
6. Exhibits :
The
following exhibits are filed as part of this report:
31.1
CEO Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2
CFO Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32.1
CEO and CFO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
Interactive
data files pursuant to Rule 405 of Regulation S-T: (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements
of Cash Flows and (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail (XBRL).
101.INS
Inline
XBRL Instance Document
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
19
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RELIABILITY
INCORPORATED
(Registrant)
May
15, 2025
/s/
Nick Tsahalis
Reliability
President and Chief Executive Officer
/s/
Mark Speck
Secretary
and Chief Financial Officer
Index
to Exhibits
Exhibit
No.
Description
31.1
CEO Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2
CFO Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32.1
CEO and CFO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
Interactive
data files pursuant to Rule 405 of Regulation S-T: (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements
of Cash Flows and (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail (XBRL).
101.INS
Inline
XBRL Instance Document
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
**
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus
for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections
20
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.