RLBY 10-Q
Reliability Inc (RLBY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(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 | ||
| 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. ☒ ☐ 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). ☒ ☐ 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 ☐ | ||
| 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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: shares of Common Stock, par value, as of September 30, 2025.
RELIABILITY INCORPORATED
Quarterly Report on Form 10-Q
As of and For the Three and Nine Months Ended September 30, 2025
INDEX
| 2 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
RELIABILITY INCORPORATED AND SUBSIDIARY
UNAUDITED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except per share data)
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Trade receivables, net of allowance for credit losses | ||||||||
| Other receivables | ||||||||
| Notes receivable from related parties | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Other intangible assets, net | ||||||||
| Property, plant and equipment, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Factoring liability | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Accrued payroll | ||||||||
| Deferred revenue | ||||||||
| Notes payable, current | ||||||||
| Total current liabilities | ||||||||
| LONG-TERM LIABILITIES | ||||||||
| Notes payable, net of current | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitment and contingencies (Note 6) | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common stock, without par value, shares authorized, issued and outstanding as of September 30, 2025 and December 31, 2024 | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
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)
| For the Three Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue earned | ||||||||
| Service revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Selling, general, and administrative expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest income from related parties | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other expense | ( | ) | ( | ) | ||||
| Loss before income tax (expense) benefit | ( | ) | ( | ) | ||||
| Income tax (expense) benefit | ||||||||
| Consolidated net loss | $ | ( | ) | $ | ( | ) | ||
| Net income per share: | ||||||||
| Basic | $ | $ | ||||||
| Diluted | $ | $ | ||||||
| Share used in per share computation: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
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)
| For the Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue earned | ||||||||
| Service revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Selling, general, and administrative expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest income from related parties | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other income (expense) | ( | ) | ( | ) | ||||
| Loss before income tax (expense) benefit | ( | ) | ( | ) | ||||
| Income tax (expense) benefit | ||||||||
| Consolidated net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per share: | ||||||||
| Basic | $ | $ | ||||||
| Diluted | $ | $ | ||||||
| Shares used in per share computation: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
The accompanying notes are an integral part of these statements.
| 5 |
RELIABILITY INCORPORATED AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Nine Months Ended September 30, 2025 and 2024
(amounts in thousands, except per share data)
| Additional | ||||||||||||||||||||
| Common Stock | Paid-in | Retained | Total | |||||||||||||||||
| Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2024 | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2024 | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | ||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2025 | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of these statements.
| 6 |
RELIABILITY
RELIABILITY INCORPORATED AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
| For the Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | ( | ) | |||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Accrued interest | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Trade receivables | ( | ) | ||||||
| Other Receivables | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued payroll | ||||||||
| Accrued expenses | ||||||||
| Deferred revenue | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities: | - | |||||||
| Purchase of fixed assets | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from the factoring facility | ||||||||
| Repayments to the factoring facility | ( | ) | ( | ) | ||||
| Proceeds from issuing short-term debt | ||||||||
| Proceeds from issuing long-term debt | ||||||||
| Repayment of long-term debt | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
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)
| For the Nine Months Ended September 30, | ||||||||
| Supplemental disclosures of cash flow information: | 2025 | 2024 | ||||||
| Cash paid during the year for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| 8 |
RELIABILITY INCORPORATED AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
(amounts in thousands, except per share data)
NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Nature of Operations
Reliability, Inc. is a leading provider of Employer of Record and temporary Media and Information Technology (“IT”) staffing services that operates, along with its wholly owned subsidiary, The Maslow Media Group, Inc (“MMG”), (collectively, “Reliability” or the “Company”), primarily within the United States of America in four industry segments: Employer of Record (“EOR”), Recruiting and Staffing, Direct Hire, and Video and Multimedia Production, which provides script-to-screen services. Our Staffing segment provides skilled field talent on a nationwide basis for Media, IT, and marketing and creative client partner projects. Video Production involves assembling and providing crews for special projects, webcasting, live events, post-production services, and production management.
Reliability was incorporated under the laws of the State of Texas in 1953, but the then principal business of the Company started in 1971 was closed down in 2007. The Company completed a reverse merger with MMG (the “Merger”) on October 29, 2019.
Company Background
Linda Maslow founded MMG initially in 1988 and incorporated the firm under the name The Maslow Media Group, Inc. in March 1992.
On November 9, 2016, Linda Maslow sold the business to Vivos Holdings, LLC (“Vivos Holdings”) owned by Dr. Naveen Doki (“Dr. Doki”) and Silvija Valleru (“Ms. Valleru”).
In 2019, Vivos Holdings collaborated on a share swap of MMG for other Vivos companies with individuals who included, but were not limited to, Dr. Doki, Shirisha Janumpally (“Mrs. Janumpally”), wife of Dr. Doki, Kalyan Pathuri (“Mr. Pathuri”) husband of Silvija Valleru, Igly Trust, and Judos Trust. These parties also have common ownership combinations in a number of other entities [Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC (“VREH”), Vivos Holdings, Inc., Vivos Group, Vivos Acquisitions, LLC, and Federal Systems, LLC], (collectively referred to herein as “Vivos Group”).
As
a result of the Merger on October 29, 2019, MMG became a wholly owned subsidiary of Reliability, and the Vivos Group (Vivos Holdings,
LLC, officially) acquired approximately
Upon
purchasing MMG and thereafter, the Vivos Group began borrowing monies from MMG starting with $
Additionally, Reliability became aware of debt obligations that included MMG as a borrower or guarantor that the Vivos Group failed to disclose to Reliability. This and the attempted collection of the guarantee and debt from the Vivos Group set off a chain of legal events culminating in an arbitration hearing and award in 2022. We refer below to the disputes between Reliability and the Vivos Group as the “Vivos Matter.”
A series of legal actions and hearings took place starting in March of 2020 through September of 2021, culminating in an agreement to settle through arbitration
On
August 31, 2022, the Company and MMG were granted arbitration awards against the Vivos Group, with supplemental awards issued on May
17, 2023, October 10, 2023, and October 27, 2023 which included an award citing fraud damages. Summarily, MMG was awarded the totals
of all notes the Vivos Group had with MMG for its borrowings, the contracted interest, attorneys’ fees and expenses of $
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 $
| 9 |
RELIABILITY INCORPORATED AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
(amounts in thousands, except per share data)
While
the Company is pursuing enforcement of these judgments, there can be no assurance as to the timing or amount of any recovery, or whether
recovery will be in cash, equity, or other assets. Per
Maryland law, the enrolling of judgements enables MMG to apply
Upon final resolution as to the underlying ownership and rights of certain shareholders, the Company intends to hold an annual meeting of shareholders within a reasonable time thereafter.
As
of September 30, 2025, the Vivos Debtor balance was $
NOTE 2. MANAGEMENT’S PLAN
Although
the Company incurred net losses after taxes of $
| ● | Cash Flow Forecast: Management has prepared a 52-week cash flow forecast from November 14, 2025, which projects sufficient cash and working capital to fund operations. | |
| ● | Reduction in Legal Fees: Legal expenses related to non-operational activities are expected to continue decreasing in 2025 and 2026. | |
| ● | Collection of Notes Receivable: Management anticipates that notes receivable from related parties will be settled through a combination of cash and stock, providing additional liquidity and potential access to capital markets over next several months. | |
| ● | Client Financing Arrangement: A financing arrangement through JPMorgan for one of the Company’s largest clients has begun to expedite the cash conversion cycle. This acceleration in cash flow will ensure more cash is on hand to meet our obligations. | |
| ● | Factoring Availability:
As of November 11, 2025, the Company had access to additional borrowing under its factoring facility of up to |
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
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the SEC and should be read in conjunction with the audited financial statements and notes thereto contained in our Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented, have been reflected herein. The results of operations for the periods presented herein are not necessarily indicative of the results to be expected for the full year. The primary statements are presented on a non-condensed basis; however, the accompanying notes are condensed and do not include all of the information and notes required by U.S. GAAP for complete annual financial statements.
For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2024.
There have been no material changes to the accounting policies discussed in Note 3 to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 31, 2025.
Concentration of Credit Risk
For
the nine months ended September 30, 2025, two clients each accounted for more than 10% of total revenue, representing approximately
From
an accounts receivable perspective, three clients represented a significant portion of the billed balance as of September 30, 2025.
The largest client accounted for $
| 10 |
RELIABILITY INCORPORATED AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
(amounts in thousands, except per share data)
Recently Issued Accounting Pronouncements Not Yet Adopted
On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). The ASU enhances income tax transparency by requiring additional information on the rate reconciliation and cash taxes paid, disaggregated by jurisdiction. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024 (calendar year 2025 for the Company) and one year later for all other entities. Early adoption is permitted, and the guidance may be applied prospectively or retrospectively.
Given the Company’s cumulative net operating losses, full valuation allowance against deferred tax assets, and minimal current tax liabilities, primarily limited to state minimum and franchise taxes; the adoption of ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.
On November 4, 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). The ASU requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. The Company is currently evaluating how this ASU will impact its year end December 31, 2025 consolidated financial statements and disclosures.
NOTE 4. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:
| September 30, 2025 | December 31, 2024 | |||||||
| Accounts receivable, unfactored | $ | $ | ||||||
| Unbilled receivables | ||||||||
| Accounts receivable, factored | ||||||||
| Total Accounts Receivable | $ | $ | ||||||
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
Receivables
are sold to Gulf on a full recourse basis, meaning the Company retains the risk of collection. Because the factoring arrangement is full
recourse, it is accounted for as a secured borrowing under ASC 860, Transfers and Servicing, rather than as a sale of receivables.
For the nine months ended September 30, 2025, the Company received $
The factoring facility is collateralized by substantially all the assets of the Company. In the event of a default, the factor may demand that the Company repurchase the receivable or debit the reserve account.
| 11 |
RELIABILITY INCORPORATED AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
(amounts in thousands, except per share data)
Receivables Purchase Programs
During 2025, the Company began participating in receivables purchase programs with JPMorgan (“JPM”) and Mitsubishi UFJ Financial Group (“MUFG”) under which certain approved trade receivables may be sold on a non-recourse basis (other than limited breach-based repurchase obligations). Transfers that meet program eligibility are accounted for as sales under ASC 860 and the receivables are derecognized; related program discounts and fees are recorded as loss on sale. Cash proceeds and settlements are presented in operating cash flows.
During the three and nine months ended September
30, 2025, we sold $
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 $
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 $
NOTE 6. COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time that may harm our business. Except as set forth below, we are not aware of any such legal proceedings or claims against the Company.
A series of legal actions and hearings took place starting in February of 2020 with the Vivos Group over Merger agreement violations and Vivos Group debt obligations. Arbitration was agreed to in the fall of 2021 by both the Vivos Group and MMG with the proceedings commencing in February 2022.
On
August 31, 2022, the arbitrator issued an award in favor of the Company and MMG, including fraud damages. Supplemental awards were issued
on May 17, 2023, October 10, 2023, and October 27, 2023. The awards granted MMG the total of all notes receivable from the Vivos Group,
contracted interest, attorneys’ fees and expenses of $
The May 17, 2023 award also appointed a Receiver whose primary function is to collect the contract and fraud damages, including costs, expenses, and fees provided in the awards. On October 10, 2023, the Arbitrator issued a Supplemental Award outlining the Receiver’s powers.
| 12 |
RELIABILITY INCORPORATED AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
(amounts in thousands, except per share data)
On
December 29, 2023, the Circuit Court for Montgomery County, Maryland entered all three arbitration awards as final judgments which became
effective on January 29, 2024 after the appeal period expired. These judgments, totaling approximately $
On May 19, 2025, the Receiver submitted final recommendations, calculations, and a proposed order to the arbitrator. The response deadline was initially set for July 7, 2025, but was extended to August 6, 2025 after Vivos Holdings retained new counsel. On August 8, 2025, the arbitrator granted both parties until September 5, 2025 to submit replies to each other’s filings.
On October 24, 2025, a non-evidentiary hearing was held in Bethesda Maryland related to the Receiver’s proposed order. Issuance of a written ruling from the arbitrator is expected in 2025.
On
June 11, 2025, the Company’s subsidiary, without admitting any fault, entered into a Memorandum of Understanding
(“MOU”) to settle an immaterial legal settlement. Following court approval on October 9, 2025, $
NOTE 7. EQUITY
The Company’s authorized capital stock consists of shares of common stock, with 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
Related Party Notes Receivable
The Company has several notes receivable from related parties. Prior to the Merger, Vivos Holdings collaborated on a share swap of MMG for other Vivos companies with individuals who included, but were not limited to, Dr. Doki, Shirisha Janumpally (“Mrs. Janumpally”), wife of Dr. Doki, Kalyan Pathuri (“Mr. Pathuri”) husband of Silvija Valleru, Igly Trust, and Judos Trust. These parties also have common ownership combinations in a number of other entities [Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC (“VREH”), Vivos Holdings, Inc., Vivos Group, Vivos Acquisitions, LLC, and Federal Systems, LLC], which are collectively referred to as the “Vivos Group.”
The
table below is a summary of Vivos Group related party notes receivable which, as of September 30, 2025, total $
| 13 |
RELIABILITY INCORPORATED AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
(amounts in thousands, except per share data)
| Note Description | Acquisition Loan to Vivos, LLC | Interco Loan to Vivos Real Estate, LLC | Tax Note | Total Notes Receivable | ||||||||||||
| Balance on December 31, 2024 | $ | $ | $ | $ | ||||||||||||
| Accrued interest | ||||||||||||||||
| Balance on March 31, 2025 | $ | $ | $ | $ | ||||||||||||
| Accrued interest | ||||||||||||||||
| Balance on June 30, 2025 | $ | $ | $ | $ | ||||||||||||
| Accrued interest | ||||||||||||||||
| Balance on September 30, 2025 | $ | $ | $ | $ | ||||||||||||
With
awarded legal fees and the fraud award of $
Related Party Costs
Within
Other Expense on the accompanying consolidated financial statements approximately $
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
% and
At the present time, the Vivos Group shall not be entitled to vote on any of their shares in Reliability at any annual or special meetings of the shareholders. The Receiver is empowered to recover the awards by seizing shares of the Company held by Dr. Naveen Doki and his affiliates, the Vivos Group. Once the judgments in favor of Reliability are satisfied, the restrictions on the rights of the Vivos Group shareholders imposed by the Award shall be lifted.
NOTE 9. BUSINESS SEGMENTS
The
Company operates within
Segment gross profit includes revenue and cost of services only. Currently, the Company is not allocating interest income, interest expense, depreciation expense, other income (expense), income tax benefit (expense) and sales, general, and administrative expenses at the segment level. Our operating segments align with our organizational structure and are regularly reviewed by our Chief Executive Officer (our chief operating decision-maker or “CODM”) to allocate resources and assess performance. No additional segment expense categories (beyond cost of services) are regularly provided to the CODM. We evaluate segments based on revenue and gross profit, which also guide our annual budgeting process. Monthly, our CODM reviews segment revenue and gross profit against the prior year and budget to inform working capital allocation decisions. The measure of segment assets is reported on the consolidated balance sheet as total assets.
| 14 |
RELIABILITY INCORPORATED AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
(amounts in thousands, except per share data)
The following table provides a reconciliation of revenue and gross profit by reportable segment to consolidated results for the three-month and nine-month periods ended September 30, 2025 and 2024, respectively:
Gross Profit Performance by Segment
For the Three Months Ended September 30:
| September 30, 2025 | September 30, 2024 | |||||||||||||||||||||||||
Business Segment | Revenue | Gross Profit | GM % | Business Segment | Revenue | Gross Profit | GM % | |||||||||||||||||||
| EOR | $ | $ | % | EOR | $ | $ | % | |||||||||||||||||||
| Staffing | $ | $ | % | Staffing | $ | $ | % | |||||||||||||||||||
| Video Production | $ | $ | % | Video Production | $ | $ | % | |||||||||||||||||||
| Direct Hire | $ | $ | Direct Hire | $ | $ | % | ||||||||||||||||||||
| Total | $ | $ | % | Total | $ | $ | % | |||||||||||||||||||
For the Nine Months Ended September 30:
| September 30, 2025 | September 30, 2024 | |||||||||||||||||||||||||
Business Segment | Revenue | Gross Profit | GM % | Business Segment | Revenue | Gross Profit | GM % | |||||||||||||||||||
| EOR | $ | $ | % | EOR | $ | $ | % | |||||||||||||||||||
| Staffing | $ | $ | % | Staffing | $ | $ | % | |||||||||||||||||||
| Video Production | $ | $ | % | Video Production | $ | $ | % | |||||||||||||||||||
| Direct Hire | $ | $ | % | Direct Hire | $ | $ | % | |||||||||||||||||||
| Total | $ | $ | % | Total | $ | $ | % | |||||||||||||||||||
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events through November 14, 2025, the date these unaudited condensed consolidated financial statements were available to be issued. On October 24, 2025, a non-evidentiary hearing was held in Bethesda Maryland related to the Receiver’s proposed order. Issuance of a written ruling from the arbitrator is expected in 2025. This matter is a non-recognition subsequent event under ASC 855; no adjustments to the accompanying financial statements are required. The outcome and potential impact, if any, cannot be estimated at this time.
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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 financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates are based on historical experience and other factors believed to be reasonable under the circumstances. Actual results could 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 2025 operations; thus, the reader of this report should read Management’s Discussion included in Form 10-K for the year ended December 31, 2024.
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RESULTS OF OPERATIONS
Revenues
Revenues for the three months ended September 30, 2025 were $5,417, a decrease of $813 or 13.1% compared to $6,230 in the third quarter of 2024.
The decline was primarily attributable to our Employer of Record (EOR) segment, which generated $4,299 in revenue during the quarter, compared to $5,293 a year ago, a decrease of $994 or 18.8%. The shortfall exceeded the consolidated revenue decline by $186 or 22.9%, reflecting the segment’s disproportionate impact on overall performance.
Two of the Company’s three largest EOR clients from the prior year experienced a combined $1,243 decrease in revenue, representing 124.7% of the total quarterly decline and 123.5% of the EOR-specific decline. One of these clients accounted for $967 (97.1%) of the total reduction, primarily due to decreased media spending in the off-cycle election year and further reductions linked to policy changes enacted by the Department of Government Efficiency (DOGE), which curtailed project funding and related staffing levels.
Conversely, Staffing revenue grew for the third consecutive quarter, increasing $231 (28.1%) to $1,053 in the third quarter of 2025 compared to $822 in the same period 2024.
The increase was primarily driven by two clients:
| ● | The start of a newly won bid from a quasi-governmental organization initiating a managed services agreement in late July 2024, generating $212 more in revenue which was $56 more than it generated in the third quarter 2025. | |
| ● | A long-standing private sector client that transitioned a portion of its EOR population to managed staffing services, contributing $244 to third quarter Staffing revenue. |
Video Production produced $65 in revenue compared to $87 in the third quarter 2024, a decrease of $22 (25.3%) from $87 in the prior-year quarter. Our Direct Hire business did not generate any revenue for the third quarter, a decrease of $28 compared to the same period in 2024.
For the nine-month period ended September 30, 2025, revenues were $14,882, compared to $17,566 in the same period in 2024, a decline of $2,684 (15.3%), but a lower rate of decline than was seen a quarter ago when the year-to-date revenue comparison to 2024 was a negative 21.9%. Approximately $1,856 (47.5%) of the decrease was attributable to the aforementioned large media client that significantly reduced its spend due to 2025 being a non-election year and then experienced an unexpected cut in government-related funding.
Additionally, a top client reduced spending by $423 in the nine months ending September 30 but indicated that they expect spending to restore to the pace it was on a year ago.
A year ago, we ceased supporting one client engagement, and a portion of another, due to elevated risk exposure associated with their activities. This action resulted in an approximate loss of $541 in revenue over the none-month period, but it reflects our commitment to maintaining prudent operational oversight.
Whereas EOR revenue over the nine months ending September 30, 2025 fell by $3,481 or 23.0%, our Staffing segment revenue improved by $881, increasing to $3,083 from $2,202 (40.0%). This growth was largely driven by the previously mentioned quasi-governmental client, which accounted for 59.3% of the year-over-year increase and a restructured contract with a major broadcasting client, transitioning it from EOR to a Managed Staffing Services model which began in April.
Both Video Production and Direct Hire experienced modest declines over the nine-month period, falling by a combined $84 (32.8%). Direct Hire did not post revenue for the first time since the fourth quarter of 2022.
Cost of Revenue / Gross Profit
Three Months Ended September 30, 2025 vs. 2024
Gross profit for the three months ended September 30, 2025 was $749, a decrease of $85 (10.2%) from $834 in the prior year period. Despite the decline in absolute dollars, consolidated gross margin improved to 13.8% from 13.4% in 3Q24, reflecting an ongoing mix shift toward higher-margin services. Margin expansion moderated versus 15.1% in 2Q25 due to items noted below.
Large EOR media project (contracted high-volume discounts). A $1.37 million EOR media project that started late September and concluded in early October was priced at high-volume, discounted markups. The project reduced 3Q25 margins by 80 basis points (“bps”).
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Employer of Record (EOR)
EOR gross profit declined $170 year-over-year, and unit margin fell to 11.0% (from 12.1% in 3Q24). The decrease reflects (i) the discounted media project noted above and (ii) client volume rebates contractually triggered at spend thresholds. Additionally, mix pressure from reduced volumes at certain higher-margin EOR clients accounted for roughly 20 basis points of the year-over-year margin decline.
Staffing
Staffing gross profit increased $121 to $265 (up 84.0%) from $144 in 3Q24, exceeding the 2Q25 year-over-year increase of $109 (from $143 to $252, up 76.2%). Staffing gross margin rose to 25.2% from 17.5% in 3Q24. The improvement was driven by, (a) lower-than-anticipated direct delivery costs against a stable revenue base at a single client and (b) a media client that migrated from an EOR delivery model to a managed service in April. Together, these two client streams represented approximately 43.3% of Staffing revenue in the quarter and produced ~35.8% margins. Prospectively, we expect normalized margins of approximately 25% on these streams; if all else were equal to 3Q25, overall Staffing margin would be approximately 20.5%.
Video Production & Direct Hire
Video Production generated $13 of gross profit on $65 of revenue (19.8% margin) versus $23 of gross profit on $87 of revenue (26.4% margin) in 3Q24. Direct Hire generated no gross profit in 3Q25 compared with $26 in 3Q24, which reduced consolidated gross margin by approximately 50 basis points year-over-year.
Nine Months Ended September 30, 2025 vs. 2024
Gross profit for the nine-month period ended September 30, 2025 was $2,103, a decrease of $243 (10.4%) from $2,346 in the prior-year period. Despite the lower gross profit, consolidated gross margin improved by 70 basis points to 14.1% from 13.4% in the nine months ended September 30, 2024, reflecting a favorable mix shift of lower margin Employer of Record (“EOR”) to stronger Staffing segment profitability.
The mix shift toward higher-margin Staffing revenue, coupled with Staffing gross margin expansion to 22.2% from 18.6%, contributed approximately $109 in incremental gross profit year-over-year. Absent this mix/margin lift, gross profit would have been roughly $111 lower.
Employer of Record (EOR)
EOR gross profit declined $462 (25.3%) to $1,365 from $1,827 in the prior year period. EOR gross margin decreased to 11.7% from 12.1%. Key drivers were:
| ● | Lower spend from two of the three largest 2024 EOR clients and attrition at one account; | |
| ● | Rebates that are earned by clients that hit revenue thresholds; | |
| ● | Reduced volumes at several higher-margin EOR clients; | |
| ● | A media client’s transition to a managed-service model; and | |
| ● | A large project that lifted revenue but had lower contracted markups. |
Staffing
Margins have also expanded much for the same reasons cited in the quarterly performance with the nine-month GM reaching 22.2% compared to 18.6% a year ago. This improvement has been partly attributable to a short-term fixed-fee client arrangement that temporarily lowered our delivery costs, adding an estimated $96 to gross profit and 175 basis points to the segment margin. Excluding this temporary benefit, Staffing gross margin would have approximately 20.5%. Notably, three key clients now on fixed-fee arrangements account for approximately 63.4% of Staffing revenue and are averaging 20.9% margin year-to-date, versus two clients comprising approximately 44.2% in 2024 at an 18.4% margin.
Video Production & Direct Hire
Video Production gross profit at $34 is $1 better than a year ago, with gross margins improving to 22.8% from 18.6% as 2024’s gross margin was handicapped largely due to a one-time credit adjustment extended to a top-tier client as a goodwill gesture early last year.
Direct Hire gross profit at $21 through nine months is $54 or 72.0% lower from this point a year ago. Margins have declined by 5.5 basis points to 90.0% due to a new policy in 2025 which applies a flat recruiting software allocation versus the estimated percentage of use previously employed.
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General and Administrative (“G&A”)
General and administrative (“G&A”) expenses for the three months ended September 30, 2025 were $977, an increase of $19 or 19.8% compared to $958 in the same period of 2024. The increase was primarily attributable to a one-time $125 accrual related to a legal settlement recognized in September, along with $21 in related legal fees. Excluding these items, G&A expenses would have been approximately $122 lower year-over-year, representing a 13.2% decrease. Salary-related costs declined $100 (16.8%), driven by a $45 bonus reversal, $39 in lower wages from the first phase of headcount reduction, and $19 in lower health and welfare benefits. Non-salary expenses increased $124, reflecting the settlement accrual and incremental legal costs.
For the nine months ended September 30, 2025, G&A expenses were $2,966, an increase of $75 or 2.6% compared to $2,891 in the prior-year period. Loaded salaries decreased $125, driven by $77 in eliminated 2025 bonus accruals, $16 in lower wages, $30 in reduced benefits, and $13 in lower accrued leave. Within non-salary costs (excluding the legal settlement impact), payroll fees rose $33 due to a prior-year first-quarter fee holiday, and business license and non-income taxes increased $16 following the initiation of these charges in mid-2024. In addition, recruiting software expenses rose $10, and enterprise software costs increased $12, reflecting higher subscription pricing and reinstated sales-prospecting SaaS tools. These increases were partially offset by a $21 reduction in contract services compared to 2024, when an external recruiting contractor was engaged.
Legal expenses related to the settlement totaled $161 out of $176 in total legal costs for the year. Excluding the settlement accrual and related fees, G&A expenses would have declined by approximately $86 or 3.0% year-over-year.
Interest Expense
The Company incurred $43 in interest expense during the three months ended September 30, 2025, compared to $27 for the same period in 2024. For the nine months ended September 30, 2025, total interest expense was $131, up from $62 in the prior-year period. These amounts reflect charges related to financing, invoice factoring, and the use of an advance rate (BIP) program against client receivables. The year-over-year increase in interest expense is primarily attributable to the need to finance a greater portion of bi-weekly payroll obligations through external sources. While the volume of factored invoices rose, the Company’s average cost of capital declined during 2025, due to a lower prime rate environment and the favorable impact of structured receivables purchase programs.
Other Income (Expense)
These non-operational one time or short-term costs, in the third quarter totaled $62 consisting solely of Receiver costs versus $68 which included restructuring-based employee matters and other Vivos related legal charges, in the same period 2024. A year ago, there were Receiver and arbitration award related costs being reclassed from SG&A legal. In the fourth quarter of 2024, we closed out the employee and the SWC matters. The most recent employee-related settlement was booked to G&A legal.
For the nine months ended September 30, 2025, Other Expense was $132 consisting exclusively of receivership activities, compared to $297 which consisted of SWC, and employee severance and related legal fees.
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 47 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 over the past few years have 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 Receivable Purchase Programs with MUFG and JPMorgan. Combined with our factoring facility and biweekly prepayments (averaging approximately $62 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 September 30, 2025, our DSO remained strong at 47 compared to 52 in the prior year period.
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The Receivable Purchase Programs enable MMG to receive payment for 100% of client-approved invoices, net of a flat interest rate. Under the MUFG program, rates vary based on daily invoice volume, with higher volume reducing the effective rate. The JPM agreement, executed on April 23, 2025, purchases invoices from one of the Company’s largest client’s and provides payment within 15 days of approval, at the Secured Overnight Financing Rate (SOFR) plus 80 basis points. Based on a SOFR of 3.98% as of November 12, 2025, the effective annualized rate is approximately 4.78%, substantially below the Company’s average 10.5% factoring rate (tied to the 7.00% prime rate as of November 14, 2025).
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 (approximately $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 September 30, 2025, 99.1% of accounts receivable were current or less than 30 days past due, compared to 98.7% 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 September 30, 2025, the Vivos Debtors owed the Company $6,228 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 September 30, 2025, our working capital totaled $6,565, compared to $7,296 as of December 31, 2024 and $7,536 on September 30, 2024. Adjusting for the notes receivable related to the Vivos Debtors, our working capital stood at $337, compared to $1,449 as of December 31, 2024 and $1,709 on September 30, 2024.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. 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 were 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.
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RELIABILITY INC.
OTHER INFORMATION
September 30, 2025
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
A series of legal actions and hearings began in February 2020 involving the Vivos Group in connection with alleged merger agreement violations and undisclosed debt obligations. In the fall of 2021, the Company’s subsidiary, MMG, and the Vivos Group agreed to resolve the disputes through arbitration, with proceedings commencing in February 2022.
On August 31, 2022, the arbitrator issued an award in favor of the Company and MMG, which included findings of fraud damages. Supplemental awards were issued on May 17, 2023, October 10, 2023, and October 27, 2023. In total, MMG was awarded:
| ● | All notes receivable from the Vivos Group for its borrowings, | |
| ● | Contracted interest, | |
| ● | Attorneys’ fees and expenses of $1,209, and | |
| ● | Contract damages of $1,000, to be satisfied by the transfer of the Vivos Group’s shares of the Company’s common stock equal in value to $1,000. |
The aggregate amount of the awards, including principal and interest, totals approximately $8,649 as of September 30, 2025, with interest continuing to accrue.
The May 17, 2023 award appointed a Receiver to collect the contract and fraud damages, including costs, expenses, and fees.
On December 29, 2023, the Circuit Court for Montgomery County, Maryland entered all three arbitration awards as final judgments in favor of the Company. These judgments became final on January 29, 2024, upon expiration of the appeal period, and are enforceable for 12 years and may be enrolled in other states.
On October 24, 2025, a non-evidentiary hearing was held in Bethesda, Maryland regarding the Receiver’s proposed order. Issuance of a written ruling from the arbitrator is expected in 2025.
There can be no assurance as to the timing or amount of any recovery, or whether such recovery will be in cash, equity, or other assets.
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 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 September 30, 2025, the Vivos Group’s outstanding Notes Receivable obligation was $6,228. 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 September 30, 2025 was $8,649.
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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.
Our business may be impacted by reductions in federal funding to client programs.
Several of our clients receive federal funding to support their operations. We have already experienced one instance in which a client significantly reduced media spend following the cessation of federal funds. Continued or expanded cuts in federal funding may similarly affect other client budgets and, in turn, our revenue.
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) |
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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) | |
| November 14, 2025 | /s/ Nick Tsahalis |
| Reliability President and Chief Executive Officer | |
| /s/ Mark Speck | |
| Secretary and Chief Financial Officer |
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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
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