Item 1. Financial Statements
Item
1. Financial Statements
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONSOLIDATED BALANCE SHEETS
(amounts
in thousands, except per share data)
June 30,
December 31,
2025
2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$ 262
$ 522
Trade receivables, net of allowance for credit losses
2,652
4,785
Other receivables
19
4
Notes receivable from related parties
6,100
5,847
Prepaid expenses and other current assets
291
336
Total current assets
9,324
11,494
Other intangible assets, net
2
2
Property, plant and equipment, net
55
60
Total assets
$ 9,381
$ 11,556
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Factoring liability
$ 827
$ 2,375
Accounts payable
345
734
Accrued expenses
129
288
Accrued payroll
999
568
Deferred revenue
212
207
Note payable, current
39
26
Total current liabilities
2,551
4,198
LONG-TERM LIABILITIES
Note payable, net of current
31
21
Total long-term liabilities
31
21
Total liabilities
2,582
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 June 30, 2025 and December 31, 2024
-
Additional paid-in capital
750
750
Retained earnings
6,049
6,587
Total stockholders’ equity
6,799
7,337
Total liabilities and stockholders’ equity
$ 9,381
$ 11,556
The
accompanying notes are an integral part of these statements.
3
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts
in thousands, except per share data)
2025
2024
For the Three Months Ended June 30,
2025
2024
Revenue earned
Service revenue
$ 4,718
$ 6,041
Cost of revenue
Cost of revenue
4,005
5,237
Gross profit
713
804
Selling, general, and administrative expenses
966
986
Operating loss
( 253 )
( 182 )
Other income (expense)
Interest income from related parties
127
210
Interest income
1
1
Interest expense
( 36 )
( 20 )
Other expense
( 44 )
( 136 )
Loss before income tax (expense) benefit
( 205
)
( 127 )
Income tax (expense) benefit
-
( 7 )
Consolidated net loss
$ ( 205 )
$ ( 134 )
Net income per share:
Basic
$ 0.00
$ 0.00
Diluted
$ 0.00
$ 0.00
Share used in per share computation:
Basic
300,000,000
300,000,000
Diluted
300,000,000
300,000,000
The
accompanying notes are an integral part of these statements.
4
RELIABILITY
INC. AND SUBSIDIARY
UNAUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts
in thousands, except per share data)
2025
2024
For the Six Months Ended June 30,
2025
2024
Revenue earned
Service revenue
$ 9,465
$ 11,336
Cost of revenue
Cost of revenue
8,110
9,824
Gross profit
1,355
1,512
Selling, general, and administrative expenses
1,989
1,933
Operating loss
( 634 )
( 421 )
Other income (expense)
Interest income from related parties
253
280
Interest income
1
16
Interest expense
( 88 )
( 35 )
Other income (expense)
( 70 )
( 229 )
Loss before income tax (expense) benefit
( 538 )
( 389 )
Income tax (expense) benefit
-
122
Consolidated net loss
$ ( 538 )
$ ( 267 )
Net loss per share:
Basic
$ 0.00
$ 0.00
Diluted
$ 0.00
$ 0.00
Shares used in per share computation:
Basic
300,000,000
300,000,000
Diluted
300,000,000
300,000,000
The
accompanying notes are an integral part of these statements.
5
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For
the Six Months Ended June 30, 2025 and 2024
(amounts
in thousands, except per share data)
Shares
Amount
Capital
Earnings
Equity
Additional
Common Stock
Paid-in
Retained
Total
Shares
Amount
Capital
Earnings
Equity
Balance, December 31, 2023
300,000,000
$ -
$ 750
$ 7,181
$ 7,931
Net loss
-
-
-
( 133 )
( 133 )
Balance, March 31, 2024
300,000,000
750
7,049
7,799
Net loss
-
-
-
( 134
)
( 134
)
Balance, June 30, 2024
300,000,000
$ -
$ 750
$ 6,914
$ 7,664
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
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
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts
in thousands)
2025
2024
For the Six Months Ended June 30,
2025
2024
Cash flows from operating activities:
Net loss
$ ( 538 )
( 267 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization
16
4
Accrued interest
( 253 )
( 265 )
Changes in operating assets and liabilities:
Trade receivables
2,133
( 749 )
Other receivables
( 15 )
( 5 )
Prepaid expenses and other current assets
45
260
Accounts payable
( 389 )
199
Accrued payroll
432
349
Accrued expenses
( 160 )
( 56 )
Deferred revenue
4
( 6 )
Net cash provided by (used in) operating activities
1,275
( 536 )
Cash flows from investing activities:
Purchase of fixed assets
( 11 )
( 58 )
Net cash used in investing activities
( 11 )
( 58 )
Cash flows from financing activities:
-
Proceeds from the factoring facility
5,038
1,405
Repayments to the factoring facility
( 6,586 )
( 1,362 )
Proceeds from issuing short-term debt
14
-
Proceeds from issuing long-term debt
25
-
Repayment of long-term debt
( 15 )
-
Net cash provided by (used in) financing
activities
( 1,524 )
43
Net decrease in cash and cash equivalents
( 260 )
( 551 )
Cash and cash equivalents, beginning of period
522
822
Cash and cash equivalents, end of period
$ 262
$ 271
The
accompanying notes are an integral part of these statements.
7
RELIABILITY
INCORPORATED AND SUBSIDIARY
UNAUDITED
CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
(amounts
in thousands)
Supplemental
disclosures of cash flow information:
2025
2024
For the Six Months Ended June 30,
Supplemental disclosures of cash flow information:
2025
2024
Cash paid during the year for:
Interest
$ 88
$ 20
Income taxes
$ -
$ 7
8
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2025
(amounts
in thousands, except per share data)
NOTE
1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Nature
of Operations
Reliability,
Inc. is a leading provider of Employer of Record and temporary Media and Information Technology (“IT”) staffing services
that operates, along with its wholly owned subsidiary, The Maslow Media Group, Inc (“MMG”), (collectively, “Reliability”
or the “Company”), primarily within the United States of America in four industry segments: Employer of Record (“EOR”),
Recruiting and Staffing, Direct Hire, and Video and Multimedia Production, which provides script-to-screen services. Our Staffing segment
provides skilled field talent on a nationwide basis for Media, IT, and 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
9
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2025
(amounts
in thousands, except per share data)
On August 31, 2022, the Company and MMG were granted arbitration awards against the Vivos Group, with supplemental
awards issued on May 17, 2023, October 10, 2023, and October 27, 2023 which included an award citing fraud damages. Summarily, MMG was
awarded the totals of all notes the Vivos Group had with MMG for its borrowings, the contracted interest, attorneys’ fees and expenses
of $ 1,209 , and a contract damage of $ 1,000 to be satisfied by the transfer of their shares of the Company common stock to the Company
equal in value to $ 1,000 .
These awards were entered as final judgments by the Circuit Court for Montgomery County, Maryland on December 29,
2023, and became final on January 29, 2024. The judgments, which total approximately $ 8.49 million plus accrued interest, are enforceable
for 12 years and may be enrolled in other states.
While the Company is pursuing enforcement of these judgments,
there can be no assurance as to the timing or amount of any recovery, or whether recovery will be in cash, equity, or other assets
Per
Maryland law, the enrolling of judgements enables MMG to apply 10 % interest to the Vivos Debtor balance beginning December 29, 2023.
MMG began applying the additional interest in the second quarter 2025.
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 June 30, 2025, the Vivos Debtor balance was $ 6,100 . The Award value in totality currently aggregates $ 8,490 , independent of legal
fees after the award and interest.
NOTE
2. MANAGEMENT’S PLAN
Although
the Company incurred net losses after taxes of $ 538
for the six months ended June 30, 2025, and $ 594
and $ 740
for the years ended December 31, 2024 and 2023, respectively, management has evaluated whether these conditions or events raise
substantial doubt about the Company’s ability to continue as a going concern for at least the 12 months following the issuance
of these financial statements. Based on this assessment, management believes it is probable the Company will continue as a going
concern and meet its financial obligations through August 14, 2026, thereby alleviating substantial doubt. This conclusion reflects
management’s view that the Company has sufficient liquidity and working capital resources to fund operations for at least the
next 52 weeks, as well as the ability to take actions, if necessary, to align costs with revenue fluctuations. This
assessment is based on the following key factors:
●
Cash
Flow Forecast : Management has prepared a 52-week cash flow forecast from August 14, 2025, which projects sufficient cash and
working capital to fund operations.
●
Reduction
in Legal Fees : Legal expenses related to non-operational activities, $ 86 through the first six months of 2025 and are
expected to continue decreasing in 2025.
●
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 in 2025.
●
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 110 days. This acceleration in cash flow will ensure more cash is on hand and reduce
our cost of capital.
●
Factoring
Availability : As of August 14, 2025, the Company had access to additional borrowing under its factoring facility of up to 93 %
of unfactored invoices, totaling approximately $ 1,361 .
●
Cost
Flexibility : If necessary, the Company can align costs more closely with revenues.
The Company suspended accrual of all employee bonuses for 2025 in the second quarter.
10
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2025
(amounts
in thousands, except per share data)
NOTE
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of presentation
The
unaudited condensed consolidated interim financial statements include the accounts of the Company and all wholly owned divisions, including
its 100 % owned subsidiary, MMG. All significant intercompany accounts and transactions have been eliminated in consolidation.
The
accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States and the rules of the SEC and should be read in conjunction with the audited financial statements and notes thereto
contained in our Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for
a fair presentation of financial position and the results of operations for the periods presented, have been reflected herein. The results
of operations for the periods presented herein are not necessarily indicative of the results to be expected for the full year.
For
further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report
on Form 10-K for the year ended December 31, 2024.
There
have been no material changes to the accounting policies discussed in Note 3 to the financial statements included in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 31, 2025.
Concentration
of Credit Risk
For
the six months ended June 30, 2025, 31.0 % of revenue came from one customer, and 23.6 % from a second customer. Combined, this totals
54.6 % of revenue for the top two contributors greater than 10%. In 2024, three companies ascended 10% of revenue contribution accounting
for 27.2 %, 21.7 %, and 13.5 %, respectively, which combined totaled 62.4 %. No other client has exceeded 10% of revenues for the six months
ended June 30, 2025 or 2024.
From
an accounts receivable (A/R) perspective, two clients dominated our balance at the end of the quarter on June 30, 2025, with one at $ 1,357
or 52.4 % and the other at $ 409 or 15.8 % of $ 2,591 in trade receivables. A year ago, the same two clients represented $ 1,563 or 41.7 %,
and $ 885 or 23.6 % of the $ 3,746 in A/R, respectively. In the periods ended June 30, 2025 and 2024, no other client represented 10% or
more in A/R.
Recently
Issued Accounting Pronouncements Not Yet Adopted
On
December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU
2023-09). The ASU 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 year end
December 31, 2025 consolidated financial statements and disclosures as the Company did not have an interim tax effect to disclose.
On November 4, 2024, the FASB issued ASU 2024-03, Income Statement –
Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
(ASU 2024-03). The ASU requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change
the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions
into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for public business
entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.
Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. The Company is currently evaluating
how this ASU will impact its year end December 31, 2025 consolidated financial statements and disclosures.
11
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2025
(amounts
in thousands, except per share data)
NOTE
4. ACCOUNTS RECEIVABLE
Accounts
receivable consist of the following:
SCHEDULE
OF ACCOUNTS RECEIVABLE
June 30,
2025
December 31,
2024
Accounts receivable, unfactored
$ 1,763
$ 2,313
Unbilled receivables
62
97
Accounts receivable, factored
827
2,375
Total Accounts Receivable
$ 2,652
$ 4,785
NOTE
5. DEBT
Factoring
Facility
The
Company is party to a factoring and security agreement with Gulf Coast Bank and Trust (“Gulf”), which provides liquidity
by enabling the Company to sell eligible accounts receivable (i.e., invoices) to Gulf in exchange for immediate cash advances. The proceeds
from this agreement are primarily used to fund operating expenses, including employee compensation, vendor payments, and general overhead.
Under
the terms of the agreement, Gulf advances funds at an interest rate equal to the prime rate plus 2 %, with an additional advance fee of
15 basis points. The eligible advance amount is up to 93 % of the face value of an invoice. The agreement is structured on a month-to-month
basis and requires the Company to comply with certain financial covenants, including those related to invoicing activity and minimum
reserve account balances.
Receivables
are sold to Gulf on a full recourse basis, meaning the Company retains the risk of collection. Because the factoring arrangement is full recourse, it is accounted for as a secured borrowing under ASC 860, Transfers
and Servicing , rather than as a sale of receivables. For the six months ended June 30,
2025, the Company received $ 5,038
in proceeds from the sale of receivables and repaid $ 6,586
under the agreement. This compares to $1,405
in proceeds and $1,362
in repayments for the period ended June 30, 2024. The outstanding balance under the factoring arrangement was $ 827
as of June 30, 2025, $ 1,163
on March 31, 2025, and $ 2,375
as of December 31, 2024.
The
factoring facility is collateralized by substantially all the assets of the Company. In the event of a default, the factor may demand
that the Company repurchase the receivable or debit the reserve account.
Insurance
Financing
MMG
also employs short term 10-month loan agreements annually to finance advance payments on crime, EPLI, E&O, and D&O insurances.
In 2024-2025, MMG entered into two loans totaling $ 140 with finance charges each over 10 months totaling approximately $ 6 . The combined
APR for these loans is 5.0 %.
Software
Financing with Long Term Debt
On
October 30, 2024, the Company entered into a deferred payment agreement related to its ADP implementation, completed in January
2024. The total amount of $ 52 is payable over 24 months with an interest rate of 6.21 %. On April 4, 2025, the Company entered into a
second deferred payment agreement totaling $ 39 , related to the implementation and multi-year licensing of the Datarails, analytics
platform. This amount is payable over 36 months and carries a 0.0 % interest rate. As of June 30, 2025, the aggregate current portion
of these obligations was $ 39 , with the long-term portion totaling $ 31 .
12
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2025
(amounts
in thousands, except per share data)
NOTE
6. COMMITMENTS AND CONTINGENCIES
From
time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
However, litigation is subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time
that may harm our business. Except as set forth below, we are not aware of any such legal proceedings or claims against the Company.
A
series of legal actions and hearings took place starting in 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 an award in favor of the Company and MMG, including fraud damages. Supplemental awards were issued on May 17, 2023, October
10, 2023, and October 27, 2023. The awards granted MMG the total of all notes receivable from the Vivos Group, contracted interest, attorneys’ fees
and expenses of $ 1,209 ,
and a contract damage of $ 1,000
to be satisfied by the transfer of the Vivos Group’s shares of the Company
Common Stock to the Company equal in value to $ 1,000 .
The
May 17, 2023 award also appointed a Receiver whose primary function is to collect the contract and fraud damages, including costs,
expenses, and fees provided in the awards. On October 10, 2023, the Arbitrator issued a Supplemental Award outlining the Receiver’s powers.
On
December 29, 2023, the Circuit Court for Montgomery County, Maryland entered all three arbitration awards as final judgments which became effective on January 29, 2024 after the appeal period expired. These judgments, totaling approximately
$ 8,490 plus accrued interest, are enforceable for 12 years and may be enrolled in other states.
On May 19, 2025, the Receiver submitted final recommendations, calculations, and a proposed order to the arbitrator.
The response deadline was initially set for July 7, 2025, but was extended to August 6, 2025 after Vivos Holdings retained new counsel.
On August 8, 2025, the arbitrator granted both parties until September 5, 2025 to submit replies to each other’s filings.
On June 11, 2025, the Company’s subsidiary entered into a Memorandum
of Understanding (“MOU”) to settle a California wage-and-hour matter that also included a representative claim under the California
Private Attorneys General Act (“PAGA”). The MOU contemplates a gross settlement of $ 125,000 , inclusive of all attorneys’
fees, costs, PAGA penalties, an individual settlement amount for the plaintiff, and settlement administration expenses, payable in installments
following court approval. The agreement includes an “escalator” provision that may increase the gross settlement if the number
of compensable pay periods exceeds agreed thresholds and is contingent upon final court approval.
As of June 30, 2025, the settlement remains subject to court approval,
and no liability has been recorded in the Company’s consolidated financial statements.
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.
13
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2025
(amounts
in thousands, except per share data)
NOTE
8. RELATED PARTY TRANSACTIONS
Stock
Purchase Agreement
On
November 9, 2016, Vivos Holdings, LLC, the former owner of MMG, acquired 100 % of MMG through a stock acquisition exchange for a purchase
price of $ 1,750 , of which $ 1,400 was paid at settlement with proceeds from MMG. The Vivos Debtors subsequently entered into a promissory
note receivable with MMG for the full stock purchase price. Between 2018 to present there was $ 2,217 in additional borrowings.
Related
Party Notes Receivable
The
Company has several notes receivable from related parties. Prior to the Merger, Vivos Holdings collaborated on a share swap of MMG for
other Vivos companies with individuals who included, but were not limited to, Dr. Doki, Shirisha Janumpally (“Mrs. Janumpally”),
wife of Dr. Doki, Kalyan Pathuri (“Mr. Pathuri”) husband of Silvija Valleru, Igly Trust, and Judos Trust. These parties also
have common ownership combinations in a number of other entities [Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC (“VREH”),
Vivos Holdings, Inc., Vivos Group, Vivos Acquisitions, LLC, and Federal Systems, LLC], which are collectively referred to as the “Vivos
Group.”
The
table below is a summary of Vivos Group related party notes receivable which, as of June 30, 2025, total $ 6,100 .
Based on management’s current expected credit loss (“CECL”) assessment, which considered legal
judgments in favor of Company and the ongoing receivership process supporting recovery and collectability, no allowance for credit losses
has been recorded.
SCHEDULE OF RELATED PARTY NOTES RECEIVABLE
Note Description
Acquisition
Loan to
Vivos, LLC
Interco Loan
to Vivos
Real Estate, LLC
Tax Note
Total Notes Receivable
Balance on December 31, 2024
$ 4,039
$ 897
$ 911
$ 5,847
Accrued interest
86
20
20
126
Balance on March 31, 2025
$ 4,125
$ 917
$ 931
$ 5,973
Accrued interest
86
21
20
127
Balance on June 30, 2025
$ 4,211
$ 938
$ 951
$ 6,100
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, the Second Wind Consulting (“SWC”) matter was also resolved with MMG’s portion being $ 10 .
Related
Party Costs
RLBY’s
Other expense portion of Other Income totaling approximately $ 41 in the second quarter and $ 68 for the six months ended June 30, 2025,
were exclusively for receivership related costs for recovery of the arbitration award related to the Vivos Group.
Related
Party Relationships
On
October 29, 2019, prior to the Merger, Naveen Doki and Silvija Valleru became beneficial owners of Company Common Stock, equal to approximately
69 % and 17 % of the total number of shares of the Company’s Common Stock outstanding after giving effect to the Merger, respectively.
14
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2025
(amounts
in thousands, except per share data)
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 (“Staffing”)
segment provides skilled Media and IT field talent on a nationwide basis for customers in a myriad of industries. Direct Hire fulfils
direct placement requests by MMG clients for a wide variety of posts, including administrative, media, and IT professionals. The Video
and Multimedia Production segment provides script-to-screen services for corporate, government, and non-profit clients, globally.
Segment
gross profit includes revenue and cost of services only. Currently, the Company is not allocating interest income, interest expense,
depreciation expense, other income (expense), income tax benefit (expense) and sales, general, and administrative expenses at the
segment level. Our operating segments align with our organizational structure and are regularly reviewed by our Chief Executive
Officer (our chief operating decision-maker or “CODM”) to allocate resources and assess performance. No additional segment expense categories (beyond cost of services) are regularly provided to the CODM. We evaluate
segments based on revenue and gross profit, which also guide our annual budgeting process. Monthly, our CODM reviews segment revenue
and gross profit against the prior year and budget to inform working capital allocation decisions. The measure of segment assets is
reported on the consolidated balance sheet as total assets.
The
following table provides a reconciliation of revenue and gross profit by reportable segment to consolidated results for the three-month
and six-month periods ended June 30, 2025 and 2024, respectively:
SCHEDULE OF GROSS PROFIT PERFORMANCE BY SEGMENT
Gross
Profit Performance by Segment
For
the Three Months Ended June 30:
June 30, 2025
June 30, 2024
Business Segment
Revenue
Gross Profit
GM %
Business Segment
Revenue
Gross Profit
GM %
EOR
$ 3,573
$ 442
12.3 %
EOR
$ 5,243
$ 628
12.0 %
Staffing
$ 1,098
$ 252
22.9 %
Staffing
$ 713
$ 143
20.0 %
Video Production
$ 34
$ 8
23.9 %
Video Production
$ 58
$ 8
14.4 %
Direct Hire
$ 13
$ 11
90.0 %
Direct Hire
$ 27
$ 25
92.4 %
Total
$ 4,718
$ 713
15.1 %
Total
$ 6,041
$ 804
13.3 %
15
RELIABILITY
INCORPORATED AND SUBSIDIARY
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2025
(amounts
in thousands, except per share data)
For
the Six Months Ended June 30:
June 30, 2025
June 30, 2024
Business Segment
Revenue
Gross Profit
GM %
Business Segment
Revenue
Gross Profit
GM %
EOR
$ 7,328
$ 894
12.2 %
EOR
$ 9,815
$ 1,187
12.1 %
Staffing
$ 2,030
$ 419
20.6 %
Staffing
$ 1,380
$ 265
19.2 %
Video Production
$ 84
$ 21
25.0 %
Video Production
$ 90
$ 11
11.7 %
Direct Hire
$ 23
$ 21
91.3 %
Direct Hire
$ 51
$ 49
95.4 %
Total
$ 9,465
$ 1,355
14.3 %
Total
$ 11,336
$ 1,512
13.3 %
NOTE
10. SUBSEQUENT EVENTS
The
Company has evaluated subsequent events through August 14, 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 our disclosures in the accompanying unaudited condensed consolidated financial statements.
16
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.