Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020shares | |
Cover [Abstract] | |
Entity Registrant Name | RELIABILITY INC |
Entity Central Index Key | 0000034285 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2020 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 300,000,000 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 123 | $ 275 |
Trade receivables, net of allowance for doubtful accounts | 4,521 | 7,029 |
Notes receivable from related parties | 4,229 | 3,418 |
Prepaid expenses and other current assets | 155 | 316 |
Total current assets | 9,028 | 11,038 |
Property, plant and equipment, net | 88 | 2,483 |
Other intangible assets, net | 212 | 237 |
Goodwill | 518 | 518 |
Total assets | 9,846 | 14,276 |
CURRENT LIABILITIES | ||
Factoring | 306 | 5,508 |
Accounts payable | 570 | 1,087 |
Accrued expenses | 379 | 548 |
Accrued payroll | 1,230 | 907 |
Deferred revenue | 185 | 347 |
Income taxes payable | 258 | 817 |
Notes payable | 117 | 890 |
Current portion of mortgage loan payable | 45 | |
Other current liabilities | 11 | 105 |
Total current liabilities | 3,056 | 10,254 |
Mortgage loan payable, net of current portion | 1,745 | |
Long term debt (Note 4) | 5,237 | |
Total liabilities | 8,293 | 11,999 |
Commitment and contingencies (Note 5) | ||
Subsequent events (Note 10) | ||
STOCKHOLDERS' EQUITY | ||
Common stock, without par value, 300,000,000 shares authorized, 300,000,000 issued and outstanding as of September 30, 2020 and December 31, 2019 | ||
Additional paid-in capital | 750 | 750 |
Retained earnings | 803 | 1,840 |
Total stockholders' equity attributable to Reliability Inc. | 1,553 | 2,590 |
Noncontrolling interest in consolidated affiliates | (313) | |
Total equity | 1,553 | 2,277 |
Total liabilities and stockholders' equity | $ 9,846 | $ 14,276 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 300,000,000 | 300,000,000 |
Common stock, shares, outstanding | 300,000,000 | 300,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue earned | ||||
Service revenue | $ 6,201 | $ 10,075 | $ 20,199 | $ 28,006 |
Cost of revenue | ||||
Cost of revenue | 5,547 | 9,015 | 17,790 | 25,027 |
Gross profit | 654 | 1,060 | 2,409 | 2,979 |
Selling, general and administrative expenses | 1,086 | 724 | 3,438 | 2,040 |
Operating income (loss) | (432) | 336 | (1,029) | 939 |
Other income (expense) | ||||
Interest income | 29 | 18 | 92 | 51 |
Interest expense | (30) | (100) | (283) | (273) |
Other (income) expense | 4 | (94) | (1) | (105) |
Income (loss) before income tax benefit | (429) | 160 | (1,221) | 612 |
Income tax benefit/(expense) | 237 | 36 | 286 | 39 |
Consolidated net income (loss) | (192) | 196 | (935) | 651 |
Net income (loss) attributable to noncontrolling interest in consolidated affiliates | (39) | 182 | (118) | |
Net income (loss) attributable to Reliability Inc. | $ (192) | $ 157 | $ (753) | $ 533 |
Net income per share: | ||||
Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Share used in per share computation: | ||||
Basic | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 |
Diluted | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total [Member] | Non - Controlling Interest in Consolidated Affiliates [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 1,472 | $ 1,472 | $ 1,472 | |||
Beginning balance, shares at Dec. 31, 2018 | 282,000,000 | |||||
Net income (loss) | 651 | 651 | (118) | 533 | ||
Recapitalization | 16 | 16 | 136 | |||
Recapitalization, shares | 18,000,000 | |||||
Note receivable from shareholder for tax debt | 750 | 750 | 750 | |||
VIE consolidation | (143) | (143) | ||||
Ending balance at Sep. 30, 2019 | 750 | 2,139 | 2,889 | (261) | 2,628 | |
Ending balance, shares at Sep. 30, 2019 | 300,000,000 | |||||
Beginning balance at Dec. 31, 2019 | 750 | 1,840 | 2,590 | (313) | 2,277 | |
Beginning balance, shares at Dec. 31, 2019 | 300,000,000 | |||||
Net income (loss) | (935) | (935) | 182 | (753) | ||
VIE consolidation | 29 | 29 | ||||
VIE disposal | (102) | (102) | 102 | |||
Ending balance at Sep. 30, 2020 | $ 750 | $ 803 | $ 1,553 | $ 1,553 | ||
Ending balance, shares at Sep. 30, 2020 | 300,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (753) | $ 533 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 59 | 15 |
Accrued interest | (62) | (51) |
Gain/(loss) on disposal of property, plant, and equipment | (176) | 3 |
Changes in operating assets and liabilities: | ||
Trade receivables | 2,508 | (744) |
Prepaid expenses and other current assets | 161 | 143 |
Accounts payable | (517) | (46) |
Accrued payroll | 323 | 637 |
Accrued expenses | (141) | (38) |
Deferred revenue | (162) | (69) |
Other liabilities | (95) | 1 |
Income taxes payable | (559) | (248) |
Net cash provided by operating activities | 586 | 136 |
Cash flows from investing activities: | ||
Purchase of fixed assets | (38) | (16) |
Cash from reverse merger | 2 | |
Net cash used in investing activities | (38) | (14) |
Cash flows from financing activities: | ||
Net repayment of line of credit | (5,204) | 449 |
Proceeds from long term debt (PPP) | 5,216 | |
Repayment of long term debt | (755) | |
Proceeds from notes payable | 750 | |
Repayment of notes payable | (773) | |
Repayment/(advances) from/to related parties | 61 | (492) |
Net cash used in financing activities | (700) | (48) |
Net increase (decrease) in cash and cash equivalents | (152) | 74 |
Cash and cash equivalents, beginning of period | 275 | 29 |
Cash and cash equivalents, end of period | 123 | 103 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for: Interest | 239 | 248 |
Cash paid during the period for: Income taxes | 301 | 145 |
Non-cash impact of recapitalization from merger | ||
Liabilities assumed in merger | 6 | |
Conversion of shareholder loan to equity in merger | 162 | |
VIE net assets consolidated | 2,422 | |
VIE liabilities consolidated | 1,801 | |
VIE reduction in equity | $ 145 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Nature of Operations and Basis of Presentation | NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Nature of Operations Reliability Incorporated (“Reliability” or the “Company”; references herein to the Company include both Reliability and its wholly-owned, consolidated subsidiary, Maslow) is a leading provider of employer of record (“EOR”) and temporary staffing services for media and information technology (“IT”) that operates, along with its wholly owned subsidiary, The Maslow Media, Inc., (“MMG” or “Maslow”), primarily within the United States of America (the “U.S.”) in three industry segments: Employer of Record (“EOR”), Staffing and Video Production segment which provides script to screen media talent. EOR which is a unique workforce management solution, represents 78.4% of the year to date revenue. Our Staffing segment provides skilled field talent on a nationwide basis for IT and finance and accounting projects. Our staffing includes revenue derived from permanent placement. Video Production involves assembling and providing crews for special projects that can last anywhere from a week to six months. 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 via the merger agreement filed with the SEC (“Merger Agreement”). The Company acquired the customer contracts and trade receivables and assumed certain liabilities of Intelligent Quality Solutions (“IQS”) in exchange for a reduction of notes receivable from Vivos Holdings LLC (“Vivos Holdings”), the previous sole shareholder of MMG, (the “IQS Acquisition”) on December 1, 2019. The owners of Vivos Holdings and their transferees who were issued shares of Reliability Common Stock as consideration in the Merger include Naveen Doki, Silvija Valleru, Shirisha Janumpally (through Judos Trust and Federal Systems), and Kalyan Pathuri (through Igly Trust) who together own approximately 84.4% of the issued and outstanding shares of Reliability Common Stock and are referred to herein as “Vivos” or the “Vivos Shareholders.” This IQS Acquisition has enabled Maslow to expand its staffing capabilities into the IT realm. Basis of presentation The unaudited consolidated interim financial statements include the accounts of the Company and its only 100% owned subsidiary, MMG. All significant intercompany accounts and transactions have been eliminated in consolidation. Theses unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S (“U.S. GAAP”) for interim financial information and with instructions to Form 10-Q. Operating results of the interim periods are not necessarily indicative of financial results for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. In preparing these unaudited consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in the Company’s consolidated financial statements relate revenue recognition, allowances for doubtful accounts, recoverability of notes receivable, useful lives for depreciation and amortization, loss contingencies, allocation of purchase price in connection with business combinations, valuation allowances for deferred income taxes, and the assumptions used for web site development cost classifications. 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, 2019. Reclassification Certain amounts in the 2019 consolidated financial statements have been reclassified to conform to the current year presentation. Concentration of Credit Risk For the three and nine months ended September 30, 2020, 27.7% and 27.6%, respectively of revenue came from AT&T Services, Inc. (inclusive of its DirecTV division) (“AT&T”) and 10.0 % and 11.0%, respectively from Janssen Pharmaceuticals (which includes workforce partners Johnson & Johnson). For the three and nine months ended September 30, 2019, 38.5% and 38.2%, respectively of revenue came from AT&T. For the three months ended September 30, 2020, 12.1% was from WETA. No other client exceeded 10% of revenues. AT&T, Janssen, and Goldman Sachs accounted for 37.1%, 17.4%, and 14.3%, respectively of accounts receivable as of September 30, 2020. As of September 30, 2019, AT&T and Janssen accounted for 63.3% and 10.8% of accounts receivable, respectively. |
Liquidity and Going Concern
Liquidity and Going Concern | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | NOTE 2. LIQUIDITY AND GOING CONCERN Going Concern The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern. On May 5, 2020 (the “Effective Date”), MMG received the proceeds of a loan pursuant to a promissory note (the “Note”) under the Paycheck Protection Program (“PPP”) with TBK Bank, SSB (“Lender”), in the amount of $5,216 (the “PPP Loan”). The Paycheck Protection Program was established under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). The Lender’s affiliate, Advance Business Capital LLC (d/b/a Triumph Business Capital), is currently the Company’s factor under its existing Factoring and Security Agreement, dated November 4, 2016, as amended and modified. The Paycheck Protection Program Flexibility Act (“PPPFA”) signed into law on June 5, 2020, resulted in the SBA issuing two revisions on June 11 and June 12, 2020 to the First Interim Final Rule, which was originally posted on the Treasury and SBA websites on April 2, 2020 and published in the Federal Register on April 15, 2020 (85 Fed. Reg. 20,811). As of September 30, 2020, 100% of the PPP funds had been utilized with 99% covering payroll costs. The Company believes that the funds have been employed to achieve a high level of forgiveness. Although the Company believes that a significant portion of the PPP Loan will be forgiven, no assurance can be given that any of such PPP Loan will, in fact, be forgiven. In the third quarter of 2020, the Company made required repayments of principal and interest of approximately $806 pursuant to the Convertible Notes described in Note 4 below. Thus, with interest, the total bridge loan debt serviced was $946. The Company’s ongoing liquidity position has experienced additional pressures due to the loss of business resulting from the COVID-19 Pandemic. In the second quarter of 2020, the business saw a year over year comparative drop in revenue by 46%, attributable in large part to the impact of the COVID-19 Pandemic. In the third quarter of 2020, that loss dwindled to approximately 28%, as the Company generated $6,201 in third quarter revenue. This improved total, however, was 38% lower than the third quarter of 2019. If business does not return to historical levels, a significant portion of the PPP loan is not forgiven, or if other challenges facing the Company are not resolved favorably, the Company may cease to continue as a going concern. As part of its response management has invested in business development in order to increase client workforce needs and has worked to eliminate non-essential general and administrative costs. The Company continues to face pressure to make cash payments pursuant to the Settlement Agreements (filed as exhibits 10.4, 10.5 and 10.6 the Company’s Current Report on Form 8-K filed on October 30, 2019) prior to the Company’s anticipated liquidation of the shares of Company Common Stock pledged pursuant to the Agreement for the Contingent Liquidation of the Common Stock of Reliability Incorporated (as successor in interest to Maslow Media Group, Inc.), dated October 28, 2019 (the “Liquidation Agreement”) (filed as exhibit 10.30 to the Company’s Current Report on Form 8-K filed on October 30, 2019). The Vivos Shareholders that are the counterparties to the Liquidation Agreement are not cooperating with the Company to liquidate the shares subject thereto, and the shares underlying the Liquidation Agreement itself may not be properly held as claimed in the Arbitration (defined below). No assurance can be given that the beneficiaries of the Settlement Agreement will continue to forebear. No assurance can be given that the Company will return to its pre-Pandemic revenue levels, how long it will take to enforce the requirements of the Liquidation Agreement, the Company’s ability to utilize capital markets, and the actual amount of PPP Loan forgiveness. As a result, the Company may face hurdles in maintaining sufficient liquidity to continue operations, in which case the Company might be forced to liquidate or seek to reorganize under applicable bankruptcy statutes. The Company is quoted on the OTC Marketplace under the symbol “RLBY”. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | NOTE 3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (the “FASB”) issued new guidance on disclosures related to fair value measurements. The guidance is intended to improve the effectiveness of the notes to financial statements by facilitating clearer communication, and it includes multiple new, eliminated, and modified disclosure requirements. The guidance was effective for the Company as of January 1, 2020 and did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued new guidance on the accounting for internal-use software. The guidance aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The guidance was effective for the Company as of January 1, 2020 and did not have a material impact on the Company’s consolidated financial statements. Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued new guidance on income taxes. The guidance removes certain exceptions to the general income tax accounting principles and clarifies and amends existing guidance to facilitate consistent application of the accounting principles. The new guidance is effective for the Company as of January 1, 2021. The Company is assessing the impact of the adoption of this guidance on its consolidated financial statements. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 4. DEBT Convertible Debt The Company had convertible notes payable (“Convertible Notes”) in the amount of $802 as of June 30, 2020 and $890 as of December 31, 2019, respectively, pursuant to a convertible debt offering that commenced June 13, 2019. As of September 30, 2020, the balance was zero ($0) as all note payments have been satisfied. The offering was conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules promulgated thereunder. The notes bore interest at 12% per year, with the balance due and payable within 1 year from the issuance date, unless earlier converted into shares of Company Common Stock. Warrants, issued in connection with these notes, can only be exercised if the proceeds of $5,000 are obtained by the Company from the sale of equity securities within 5 years of issuance. Other Debt In February 2020, the Company took out a $250 6-month term loan from Triumph Business Capital (“Triumph”) at 10% per annum, in order to meet the Company’s cash obligations (“Triumph Term Loan”). On April 7, 2020, in the face of the COVID 19 lockdown, Triumph offered a 2-month payment holiday and to extend the note payment, which ultimately was agreed to end in February 2021. As of September 30, 2020, $117 was outstanding under the Triumph Term Loan arrangement. Tax Liabilities When the Maslow Media Group was initially acquired by Vivos Holdings in December 2016, Maslow’s corporate status was changed from an S Corp to a C Corp due to its new ownership structure. This triggered an accelerated tax event, a $215 estimated annual impact per year, for four years, that the Company is working with the IRS to pay off. As of September 30, 2020, the tax liability was $258 compared to $817 as of December 31, 2019. Factoring Facilities Triumph Business Capital On November 4, 2016, the Company entered into a factoring and security agreement with Triumph. Pursuant to the agreement, the Company received advances on its accounts receivable (i.e. invoices) through Triumph to fund growth and operations. The proceeds of this agreement were used to pay operating costs of the business which included employee salaries, vendor payments and overhead expenses. On January 5, 2018, the agreement was amended to lower the factoring fee and interest rate for a term of one year. The agreement was amended again on January 19, 2018, to increase the maximum advance rate to $5,500. In January 2020, a new agreement was negotiated with Triumph lowering advance rate from 18 basis points to 15 and the interest rate from prime plus 2.5% to prime plus 2%. The portion of an invoice eligible for sale to Triumph went from 90% to 93%. The agreement which previously renewed annually, is now month to month. The Company continues to be obligated to meet certain financial covenants in respect to invoicing and reserve account balances. In accordance with the agreement, a reserve amount is required for the total unpaid balance of all purchased accounts multiplied by a percentage equal to the difference between one hundred percent and the advanced rate percentage. As of September 30, 2020, the required amount was 10%. Any excess of the reserve amount is paid to the Company on a weekly basis, as requested. If a reserve shortfall exists for a period of ten-days, the Company is required to make payment to the financial institution for the shortage. Accounts receivable were sold with full recourse. Proceeds from the sale of receivables were $10,175 and $19,815 comparatively for the nine months ended September 30, 2020 and 2019, respectively. Proceeds from the sales of receivables were $868 and $6,516 for the three months ended September 30, 2020 and 2019, respectively. The total outstanding balance under the recourse contract was $306 on September 30, 2020 and $5,508 as of December 31, 2019. The Factoring Facilities are 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. Total finance line fees for the three and nine months ended September 30, 2020 and 2019 totaled $1, $19, $14, and $42, respectively. TBK Bank On April 29, 2020, MMG was approved for a $5,216 loan through the Paycheck Protection Program (the “PPP”) with a term of two (2) years and an interest rate of 1% per annum. The PPP provides that the Company may apply for forgiveness of this loan if the loan proceeds were used for payroll and certain other specified operating expenses while maintaining specified headcount requirements. The accrued interest on the PPP loan as of September 30, 2020 was $22. On June 5 th , The date the Company ultimately decides to apply for forgiveness will be dependent on maximizing headcount which, in turn will determine the extent of forgiveness. Although the Company has rehired previously furloughed employees, and hired new employees based on various necessities, there are many other dynamic factors that will impact revenue producing and SG&A headcount between now and December 31, 2020. As a result, no assurance can be given that all or any portion of this loan will be forgiven. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5. COMMITMENTS AND CONTINGENCIES The Company is engaged from time to time in legal matters and proceedings arising out of its normal course of business. The Company establishes a liability related to its legal proceedings and claims when it has determined that it is probable that the Company has incurred a liability and the related amount can be reasonably estimated. If the Company determines that an obligation is reasonably possible, the Company will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of the loss can be made. On or about February 17, 2020, the Company, as plaintiff, filed a complaint with the Circuit Court of Montgomery County, Maryland against Vivos Holdings, LLC, Vivos Real Estate Holdings, LLC (“Vivos Real Estate”) and Naveen Doki (the “Defendants”), to enforce Maslow’s rights under certain promissory notes and a personal guarantee made by the defendants (the “Debt Collection Suit”). The aggregate amount of these obligations as of the Balance Sheet Date is approximately $4,229. The case is proceeding, and Maslow intends to continue to vigorously pursue this litigation. The trial on this matter is scheduled for March 2021. On or about May 6, 2020, the Defendants filed with the Circuit Court of Montgomery County, Maryland a Counterclaim and Third-Party Complaint for Damages, Declaratory and Injunctive Relief and Jury Demand (the “Counterclaim”), The Company believes that the Counterclaim has no merit. The Company will vigorously defend itself and its indemnified officers, directors and other parties as permitted by the Company’s organizational documents. The Company and the other Counterclaim defendants have moved to have the Debt Collection Suit and the Counterclaim stayed pending the outcome of the Arbitration described below. Trial on this matter is scheduled for March 2021. The Defendants have also brought a motion seeking an injunction related to corporate matters. The Company has objected to this motion and a hearing has been scheduled for November 2020. On or about June 5, 2020, the Company submitted a Claimant’s Notice of Intention to Arbitrate and Demand For Arbitration (the “Arbitration”) with the American Arbitration Association in New York, and to the Respondents thereto: Naveen Doki; Silvija Valleru; Shirisha Janumpally (individually and in her capacity as trustee of Judos Trust); Kalyan Pathuri (individually in his capacity as trustee of Igly Trust) and Federal Systems (the “Respondents”). The Arbitration alleges that certain of the Respondents breached the Merger Agreement providing for the Merger of MMG into a subsidiary of Reliability, in a number of significant respects and committed fraud in connection with the Merger. The Company is seeking damages which if granted will likely be the remedy set forth within the merger agreement which is primarily the relinquishment in whole or in part shares of Company Common Stock received by the Respondents in connection with the Merger. The Company has brought a motion to compel the Arbitration in accordance with the Merger Agreement which is currently being decided by the Federal Courts in New York. The Company believes a strong basis for the motion exists, but no assurance can be given that it will be granted. Regardless, the Company intends to pursue claims under the Merger Agreement in whatever venue is required. On June 12, Igly Trust, a Vivos entity, brought an action in Texas to compel the Company to provide it certain corporate records, including the Company’s shareholder list. The Company has moved to have this action stayed pending the outcome of the arbitration. On February 28, 2020, Healthcare Resource Network, LLC (“HCRN”), an entity previously owned by Vivos Holdings, filed a complaint against Maslow in the Circuit Court of Montgomery County, Maryland. The plaintiff has not specified any alleged damage caused by Maslow and the Company believes any claims are without merit. The Company will defend itself from this case. Since HCRN’s primary claim relates to the improper actions of Vivos, the parties have been discussing the tolling of HCRN’s claims against the Company while both the Company and HCRN, together or separately, resolve the matters against Vivos. On September 3, 2020, MMG and HCRN entered into a Tolling Agreement pursuant to which HCRN dismissed MMG from this litigation without prejudice and agreed to forebear filing a new complaint or initiating any lawsuit or other legal proceeding against MMG until January 31, 2022. On September 28, 2018, Credit Cash filed a complaint against Maslow, Vivos, Vivos Acquisitions, LLC, Dr. Doki, Dr. Valleru (the “Credit Cash Parties”) and other defendants in the United States District Court for the District of New Jersey for, among other things, breach of contract of the Maslow and HCRN Credit Facilities and their respective guaranties in relation to the November 15, 2017 agreement (the “DNJ Action”). On October 30, 2018, Credit Cash filed a motion to intervene in an action pending in New York State, Monroe County, filed by HCRN and LE Finance, LLC against the Parties, and other defendants (“NY State Action”). On December 10, 2018, the Parties entered into a settlement agreement for the purpose of settling certain claims related to the DNJ Action only. Pursuant to the settlement agreement, certain repayment terms were agreed upon between Credit Cash and the Parties, but Credit Cash did not relinquish the right to pursue any claims related to the NY State Action, nor to pursue any remedies against any of the parties in relation to the November 15, 2017 agreement. Certain of the Vivos Shareholders executed and delivered to Maslow that certain Agreement for the Contingent Liquidation of the Common Stock of Maslow Media Group, Inc., dated as of October 28, 2019 (the “Liquidation Agreement”), pursuant to which such Vivos Shareholders pledged to Maslow the shares of Company Common Stock they received in the Merger to provide the capital required to satisfy the Parties’ obligations under the Settlement Agreements. Immediately prior to the execution of the Liquidation Agreement, certain Vivos Shareholders misrepresented to Maslow the status of the obligations under the Settlement Agreement, which were, in fact, then in default. To date these Vivos Shareholders have not cooperated with the Company to monetize those shares as contemplated by the Liquidation Agreement and certain of the shares underlying the Liquidation Agreement may not be properly held by Vivos as claimed in the Arbitration (defined below) due to violations of the Merger Agreement by Vivos Shareholders.. The Company will take appropriate action to enforce its rights under the Liquidation Agreement, which actions will be dictated in part by the outcome of the Arbitration. On or about March 16, 2020, Credit Cash entered its New Jersey confession of judgment with the Circuit Court of Montgomery County, Maryland. The Company may be required to make cash payments pursuant to the Settlement Agreements (filed as exhibits 10.4, 10.5 and 10.6 the Company’s Current Report on Form 8-K filed on October 30, 2019). On or about May 5, 2020, Libertas Holdings LLC and Kinetic Direct Funding entered their New York confession of judgment with the Circuit Court of Montgomery County, Maryland, and have approached the Company regarding payment, which the parties have been discussing. The Vivos Shareholders that are the counterparties to the Liquidation Agreement are not cooperating with the Company in regard to the payment of the debt. These debts were incurred by another company held by the Vivos Shareholders for the other company’s benefit but for which Maslow, while under the Vivos Shareholders ownership, guaranteed payment for the benefit of the other company. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Equity | NOTE 6. 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7. RELATED PARTY TRANSACTIONS Stock Purchase Agreement On November 9, 2016, Vivos Holdings LLC ( “ ” Notes Receivable The Company has notes receivable from Vivos and Vivos Real Estate, a member of Vivos, both related party affiliates. As disclosed in Note 5, the Company is pursuing legal action to collect on the affiliated party debt. In connection with the Stock Purchase Agreement noted above, on November 15, 2016, the MMG executed a Vivos Promissory Note” in the amount of $1,400. As defined by the Vivos Promissory Note and agreement, the loan consists of two periods, whereby the first period from November 15, 2016 until September 30, 2018 (“Vivos Note Period 1”), no principal or interest payments were required. Interest then began to accrue monthly with the issuance of a new loan in the amount of $1,773 subject to a second loan period (“Vivos Note Period 2”). During the second loan period, interest shall be paid in twenty equal consecutive payments, quarterly. Principal plus any unpaid interest is due September 20, 2023. Interest during both loan periods accrues at a rate of 2.5%. Additionally, monthly payments of $15 are made by MMG on behalf of Vivos to the seller in accordance with the MMG Purchase Note. These payments, plus any other payments made by the Company on behalf of Vivos, are added to the principal balance of the Vivos Promissory Note receivable. In 2018, all quarterly interest payments to be made in Vivos Note Period 2 were offset by the management fees due to Vivos. As of September 30, 2020, and December 31, 2019, the total outstanding balance was $2,719 and $2,666, which includes accrued interest receivable of $217 and $162, respectively. On November 15, 2017, MMG executed an intercompany promissory note receivable with Vivos Real Estate in the amount of $772 (“Vivos RE Promissory Note”). As defined by the Vivos RE Promissory Note and agreement, the loan consists of two periods, where the first period from November 15, 2017 until June 30, 2018, no principal or interest payments were required but interest accrued monthly and a new loan amount of $781 was then subject to a second loan period. During the second period, interest is payable in 20 equal consecutive installments and the principal balance plus accrued and unpaid interest is due June 30, 2023. Interest during both periods accrues at a rate of 3.5% annually. In 2018, all quarterly interest payments to be made in Phase 2 were offset by the management fees due to Vivos. In addition, principal payments totaling $30 were made by Vivos. As of September 30, 2020, and December 31, 2019, the total outstanding balance of the Vivos RE Promissory Note was $746 and $772, respectively. The December 31, 2019 balance was eliminated during consolidation of the VIE during this period. On June 12, 2019, MMG entered into a personal guaranty agreement with Naveen Doki, pursuant to which Mr. Doki personally guaranteed to MMG repayment of $3,000 of the balance of the Promissory Note issued to Vivos on November 15, 2017 within the 2019 calendar year via cash, stock, or other business assets acceptable to the Company. Mr. Doki is a 5% or greater beneficial holder of Company Common Stock, and therefore is a related party. As of February 2020, the Company filed a lawsuit against the majority shareholder, pursuant to the personal guaranty agreement for defaulting on the outstanding notes receivables. On September 5, 2019, Maslow entered into a secured promissory note agreement with Vivos, pursuant to which Maslow issued a secured promissory note to Vivos in the principal amount of $750 (“Secured Note”). The note bears interest at 2.5% per year and requires Vivos to make monthly payments to Maslow of $10 beginning December 1, 2019, with balance due and payable on November 1, 2026. Upon an event of default, which occurs upon failure of Vivos to make any monthly payment due under the terms of the note, Maslow has the right to declare the entire unpaid balance of the note due and payable. The note is secured by 30,000,000 shares of Company Common Stock, which is due and payable upon a default by Vivos, which occurs upon failure of Vivos to make any monthly payment due under the terms of the note. However, under claims made within the Arbitration, the ownership of the 30,000,000 shares of Company Common Stock by certain Vivos Shareholders is in question. In addition, both Naveen Doki and Silvija Valleru personally guaranty the repayment of the note by Vivos. Naveen Doki and Silvija Valleru are beneficial owners of Vivos and are also 5% or greater beneficial owners of Company Common Stock. As of September 30, 2020, and December 31, 2019, the total outstanding balance was $764 and $752, respectively, which includes interest of $14 and $2, respectively. This note is in default and the Company is pursuing collection. Debt Settlement Agreements On August 10, 2017, Vivos executed a receivable advance agreement with Argus Capital Funding. Maslow received a net advance of $487 in exchange for $705 of the Maslow’s accounts receivable. Included in this loan was a fee of $218. The agreement was refinanced on November 15, 2017, when Vivos, and Vivos Acquisitions, LLC, via Mr. Naveen Doki and Mr. Silvija Valleru entered into an agreement with CC Business Solutions, a division of Credit Cash NJ, LLC (“Credit Cash”) pursuant to which Credit Cash advanced to Maslow $600 in exchange for $780 of the Company’s accounts receivable, to be repaid fully by approximately May 20, 2019 (the “Maslow Credit Facility”). In addition, pursuant to the same agreement, Credit Cash advanced to HCRN a credit facility in the principal amount of $1,005 (“HCRN Credit Facility”). Each of Maslow, Vivos, Vivos Acquisitions, LLC, Mr. Naveen Doki and Mr. Silvija Valleru guaranteed the HCRN Credit Facility. To secure repayment of their guarantee obligations, Maslow and Vivos granted to Credit Cash a security interest in all their assets. On September 14, 2018, Maslow defaulted on the Maslow Credit Facility. In addition, on same date, the HCRN Credit Facility went into default. As a result, repayment on both facilities was accelerated, with the full balance for each becoming immediately due and payable. On December 10, 2018, Maslow, Vivos, Vivos Acquisitions, LLC, Dr. Doki, and Dr. Valleru and Credit Cash entered into a settlement agreement in connection the November 15, 2017 agreement to govern the terms of the repayment of the HCRN Credit Facility and Maslow Credit Facility (“Settlement Agreement”). Pursuant to the Settlement Agreement, the Company agreed to pay $10 per week until the entire balance of the Maslow Credit Facility was paid off. Pursuant to a subsequent agreement dated May 17, 2019, not involving the Company, Vivos and Vivos Acquisitions, LLC agreed to fully repay the HCRN Credit Facility via quarterly payments beginning June 30, 2019. The HCRN Credit Facility as of October 29, 2019, has an outstanding balance of approximately $635. however, the total outstanding balance owed by the Company as of December 31, 2018 was $351. In September 2019, the Company has repaid the outstanding balance due for the Maslow Credit Facility under the settlement agreement in full. The Company is facing pressure to make cash payments pursuant to the Settlement Agreements. The Vivos Shareholders that are the counterparties to the Liquidation Agreement are not cooperating with the Company to liquidate the shares subject thereto as contemplated thereby. The resulting time gap may present a liquidity issue for the Company. Related Party Relationships On October 29, 2019, prior to the Merger, pursuant to the Merger Agreement, Naveen Doki and Silvija Valleru became beneficial owners of 207,384,793 and 51,844,970 shares of RLBY Common Stock, respectively, equal to 69.13% and 17.13% of the total number of shares of RLBY Common Stock outstanding after giving effect to the Merger, respectively. The Company repaid $588 in bridge loan notes which reached maturity between July 22, 2020 and July 31, 2020, including notes held by Nick Tsahalis ($100), and Mark Speck ($50). As discussed in Note 4 (Convertible Debt), the term “warrant” herein refers to warrants issued by Maslow and assumed by RLBY as a result of the Merger. The terms of all Warrants are the same other than as to the number of shares covered thereby. The Warrant may be exercised at any time or from time to time during the period commencing at 10:00 a.m. Eastern time on first business day following the completion of the Qualified Financing (as defined below) and expiring at 5:00 p.m. Eastern time on the fifth annual anniversary thereof (the “Exercise Period”). For purposes herein, a “Qualified Financing” means the issuance by the Company, other than certain excluded issuances of shares of Common Stock, in one transaction or series of related transactions, which transaction(s) result in aggregate gross proceeds actually received by the Company of at least $5,000. The exercise price per full share of RLBY Common Stock shall be 120% of the average sale price of the RLBY Common Stock across all transactions constituting a part of the Qualified Financing, with equitable adjustments being made for any splits, combinations or dividends relating to the RLBY Common Stock, or combinations, recapitalization, reclassifications, extraordinary distributions and similar events, that occur following one transaction constituting a part of the Qualified Financing and prior to one or more other transactions constituting a part of the Qualified Financing (the “Exercise Price”). Convertible note warrants were not valued and included as a liability on the Company’s consolidated balance sheet because of uncertainty around their pricing, value, and low probability at this juncture in receiving the $5,000qualifying event. $125 of the convertible notes reached maturity at the end of June 2020, resulting in return of principal with interest of $140. The remaining convertible notes were paid in full during the three months ended September 30, 2020. On December 1, 2019, the Company acquired assets of IQS from Vivos Holdings Inc. as described in Note 1 above. The Company is involved in a number of disputes with Vivos as described in Note 5 above. |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Business Segments | NOTE 8. BUSINESS SEGMENTS The Company operates within three industry segments: EOR, Recruiting and Staffing, and Video and Multimedia Production. The EOR segment provides media field talent to a host of large corporate customers in all 50 states. The Recruiting and Staffing segment provides skilled media and IT field talent on a nationwide basis for customers in a myriad of industries. The Video and Multimedia Production segment provides Script to Screen services for corporate, government and non-profit clients, globally. The following table provides a reconciliation of revenue by reportable segment to consolidated results for the three and nine months ended September 30, 2020 and 2019, respectively: For three months ended: 2020 2019 Revenue: EOR $ 4,874 $ 9,139 Recruiting and Staffing 1,107 484 Video and Multimedia Production 215 410 Other 5 42 Total $ 6,201 $ 10,075 For nine months ended 2020 2019 Revenue: EOR $ 15,826 $ 25,214 Recruiting and Staffing 3,547 1,437 Video and Multimedia Production 796 1,243 Other 30 112 Total $ 20,199 $ 28,006 |
Contingent Liability
Contingent Liability | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liability | NOTE 9. CONTINGENT LIABILITY On January 22, 2018, VREH executed a mortgage loan for the purchase of the property at 22 Baltimore Rd., Rockville, Maryland, and the Company executed a guarantee of this loan. The loan was in the amount of $1,875 with an interest rate of 4.5% annually for the first 60 months of the loan and increasing to 5.25% annually on January 28, 2023 for the remaining 59 months. The monthly payments during repayment period is $11 with a lump sum payment of $1,393 on December 28, 2027. The outstanding balance on this mortgage loan as of September 30, 2020 was $1,768. The Company has not yet been called on to make any payments under its guarantee. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company has evaluated subsequent events through November 9, 2020, the date on which the unaudited consolidated financial statements were available to be issued. No material subsequent events have occurred that would require recognition in or disclosures in the accompanying unaudited consolidated financial statements except that: On October 7, 2020, the Board Directors determined to reduce the number of employee directors on the Board and Mark Speck, the Chief Financial Officer of the Company, volunteered to resign as a director effective October 7, 2020. On October 7, 2020, the Board of Directors of the Company appointed John Chanaud to fill the vacancy created by the resignation of Mark Speck. The initial term as director for Mr. Chanaud will expire upon the election of his replacement at a duly called meeting of shareholders. Mr. Chanaud is independent under the Company’s criteria for determining director independence. It is expected that Mr. Chanaud will be appointed as a member of each of the Company’s Compensation Committee and Audit Committee. |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Revenue and Operating Income by Reportable Segment to Consolidated Results | The following table provides a reconciliation of revenue by reportable segment to consolidated results for the three and nine months ended September 30, 2020 and 2019, respectively: For three months ended: 2020 2019 Revenue: EOR $ 4,874 $ 9,139 Recruiting and Staffing 1,107 484 Video and Multimedia Production 215 410 Other 5 42 Total $ 6,201 $ 10,075 For nine months ended 2020 2019 Revenue: EOR $ 15,826 $ 25,214 Recruiting and Staffing 3,547 1,437 Video and Multimedia Production 796 1,243 Other 30 112 Total $ 20,199 $ 28,006 |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue [Member] | ||||
Concentration risk, benchmark description | No other client exceeded 10% of revenues. | |||
Maslow Media Group, Inc. [Member] | ||||
Equity method owned subsidiary | 100.00% | 100.00% | ||
AT&T Services, Inc. [Member] | Revenue [Member] | ||||
Percentage of revenue | 27.70% | 38.50% | 27.60% | 38.20% |
AT&T Services, Inc. [Member] | Accounts Receivable [Member] | ||||
Percentage of revenue | 37.10% | 63.30% | ||
Janssen Pharmaceuticals [Member] | Revenue [Member] | ||||
Percentage of revenue | 10.00% | 11.00% | ||
Janssen Pharmaceuticals [Member] | Accounts Receivable [Member] | ||||
Percentage of revenue | 17.40% | 10.80% | ||
WETA [Member] | Revenue [Member] | ||||
Percentage of revenue | 12.10% | |||
Goldman Sachs & Co [Member] | Accounts Receivable [Member] | ||||
Percentage of revenue | 14.30% | |||
Naveen Doki, Silvija Valleru, Shirisha Janumpally and Kalyan Pathuri [Member] | ||||
Equity method owned subsidiary | 84.40% | 84.40% | ||
Employer of Record [Member] | ||||
Percentage of revenue | 78.40% |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) $ in Thousands | May 05, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Revenue percentage | 46.00% | 46.00% | |||
Decrease in percentage of revenue | 28.00% | 38.00% | |||
Revenue | $ 6,201 | $ 10,075 | $ 20,199 | $ 28,006 | |
PPP Loan [Member] | |||||
Proceeds of a loan | $ 5,216 | ||||
Payroll costs percentage | 99.00% | ||||
Debt instrument, description | As of September 30, 2020, 100% of the PPP funds had been utilized with 99% covering payroll costs. The Company believes that the funds have been employed to achieve a high level of forgiveness | ||||
Debt instrument, principal interest | 806 | ||||
Total bridge loan debt serviced | $ 946 | $ 946 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | Apr. 29, 2020 | Apr. 07, 2020 | Jan. 05, 2018 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2016 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Jan. 19, 2018 |
Tax liability | $ 258 | $ 258 | $ 817 | ||||||||||
Unpaid balance of purchased accounts percentage | 10.00% | 10.00% | |||||||||||
Finance line fees | $ 1 | $ 14 | $ 19 | $ 42 | |||||||||
Vivos Holdings, LLC [Member] | |||||||||||||
Accelerated tax event estimated annual impact | $ 215 | ||||||||||||
Accelerated tax event description | This triggered an accelerated tax event, a $215 estimated annual impact per year, for four years, that the Company is working with the IRS to pay off. | ||||||||||||
Triumph Term Loan Arrangement [Member] | |||||||||||||
Notes payable | 117 | 117 | |||||||||||
Factoring and Security Agreement [Member] | Minimum [Member] | |||||||||||||
Eligible for sale percentage | 90.00% | ||||||||||||
Factoring and Security Agreement [Member] | Maximum [Member] | |||||||||||||
Eligible for sale percentage | 93.00% | ||||||||||||
Factoring and Security Agreement [Member] | Prime Rate [Member] | |||||||||||||
Debt instrument description of variable rate | In January 2020, a new agreement was negotiated with Triumph lowering advance rate from 18 basis points to 15 and the interest rate from prime plus 2.5% to prime plus 2%. | ||||||||||||
Factoring and Security Agreement [Member] | Prime Rate [Member] | Minimum [Member] | |||||||||||||
Convertible promissory note interest rate | 2.00% | ||||||||||||
Factoring and Security Agreement [Member] | Prime Rate [Member] | Maximum [Member] | |||||||||||||
Convertible promissory note interest rate | 2.50% | ||||||||||||
Factoring and Security Agreement [Member] | Triumph Business Capital [Member] | |||||||||||||
Convertible promissory note term | 1 year | ||||||||||||
Increase in factoring fee | $ 5,500 | ||||||||||||
Recourse Contract [Member] | |||||||||||||
Proceeds from sale of receivables | 868 | $ 6,516 | 10,175 | $ 19,815 | |||||||||
Outstanding balance of recourse contract | 306 | 306 | 5,508 | ||||||||||
Paycheck Protection Program [Member] | |||||||||||||
Convertible promissory note interest rate | 1.00% | ||||||||||||
Convertible promissory note term | 2 years | ||||||||||||
Loans payable | $ 5,216 | ||||||||||||
Accrued interest | $ 22 | ||||||||||||
Triumph [Member] | |||||||||||||
Notes payable | $ 250 | ||||||||||||
Convertible promissory note interest rate | 10.00% | ||||||||||||
Convertible promissory note term | 2 months | 6 months | |||||||||||
Debt due date | Feb. 28, 2021 | ||||||||||||
Convertible Debt [Member] | |||||||||||||
Notes payable | $ 0 | $ 0 | $ 802 | $ 890 | |||||||||
Convertible promissory note interest rate | 12.00% | 12.00% | |||||||||||
Convertible promissory note term | 1 year | ||||||||||||
Proceeds from sale of equity securities | $ 5,000 | ||||||||||||
Sale of stock, term | 5 years |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Thousands | Feb. 17, 2020USD ($) |
Vivos Real Estate Holdings, LLC [Member] | |
Aggregate obligations amount | $ 4,229 |
Equity (Details Narrative)
Equity (Details Narrative) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||
Capital stock shares authorized | 300,000,000 | 300,000,000 |
Capital stock par value | ||
Common stock, shares issued | 300,000,000 | 300,000,000 |
Common stock, shares, outstanding | 300,000,000 | 300,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | Jul. 31, 2020 | Dec. 02, 2019 | Oct. 29, 2019 | Sep. 05, 2019 | Jun. 12, 2019 | May 20, 2019 | Aug. 10, 2017 | Nov. 15, 2016 | Nov. 09, 2016 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 15, 2017 |
Repayments of related party | |||||||||||||||
Principal amount | 140 | ||||||||||||||
Gross proceeds received | 5,000 | ||||||||||||||
Convertible notes | 125 | ||||||||||||||
Secured Promissory Note Agreement [Member] | |||||||||||||||
Related party outstanding balance amount | 764 | $ 752 | |||||||||||||
Accrued interest receivable | $ 14 | 2 | |||||||||||||
Secured Promissory Note Agreement [Member] | Naveen Doki and Silvija Valleru [Member] | |||||||||||||||
Ownership percentage | 5.00% | ||||||||||||||
Receivable Advance Agreement [Member] | HCRN Credit Facility [Member] | |||||||||||||||
Related party outstanding balance amount | $ 635 | ||||||||||||||
Debt Settlement Agreement [Member] | HCRN Credit Facility [Member] | |||||||||||||||
Related party outstanding balance amount | $ 351 | ||||||||||||||
Merger Agreement [Member] | |||||||||||||||
Repayments of related party | $ 588 | ||||||||||||||
Merger Agreement [Member] | Minimum [Member] | |||||||||||||||
Debt due date | Jul. 22, 2020 | ||||||||||||||
Merger Agreement [Member] | Maximum [Member] | |||||||||||||||
Debt due date | Jul. 31, 2020 | ||||||||||||||
Merger Agreement [Member] | Nick Tsahalis [Member] | |||||||||||||||
Repayments of related party | $ 100 | ||||||||||||||
Merger Agreement [Member] | Mark Speck [Member] | |||||||||||||||
Repayments of related party | $ 50 | ||||||||||||||
Maslow Media Group, Inc. [Member] | |||||||||||||||
Ownership percentage | 100.00% | ||||||||||||||
Vivos Holdings, LLC [Member] | |||||||||||||||
Debt instrument periodic payment | $ 30 | ||||||||||||||
Vivos Holdings, LLC [Member] | Stock Purchase Agreement [Member] | |||||||||||||||
Promissory note payable | $ 1,773 | $ 1,773 | |||||||||||||
Note installments term description | During the second loan period, interest shall be paid in twenty equal consecutive payments, quarterly. Principal plus any unpaid interest is due September 20, 2023. | ||||||||||||||
Debt instrument periodic payment | $ 15 | ||||||||||||||
Related parties, notes receivable | $ 1,400 | ||||||||||||||
Debt due date | Sep. 20, 2023 | ||||||||||||||
Related party outstanding balance amount | $ 2,719 | 2,666 | |||||||||||||
Accrued interest receivable | 217 | 162 | |||||||||||||
Vivos Holdings, LLC [Member] | Stock Purchase Agreement [Member] | First Loan [Member] | |||||||||||||||
Note interest percentage | 2.50% | 2.50% | |||||||||||||
Vivos Holdings, LLC [Member] | Stock Purchase Agreement [Member] | Second Loan [Member] | |||||||||||||||
Note interest percentage | 2.50% | 2.50% | |||||||||||||
Vivos Holdings, LLC [Member] | Maslow Media Group, Inc. [Member] | Stock Purchase Agreement [Member] | |||||||||||||||
Acquisition percentage | 100.00% | ||||||||||||||
Purchase price | $ 1,750 | ||||||||||||||
Proceeds from settlement of acquisition | 1,400 | ||||||||||||||
Promissory note payable | $ 350 | ||||||||||||||
Note installments term description | The MMG Purchase note was to be paid in twenty-four equal installments, including interest at 4.5%, in the amount of approximately $15, commencing nine months after closing with the last payment on March 1, 2019. | ||||||||||||||
Note interest percentage | 4.50% | ||||||||||||||
Debt instrument periodic payment | $ 15 | ||||||||||||||
Vivos Real Estate [Member] | |||||||||||||||
Note installments term description | During the second period, interest is payable in 20 equal consecutive installments and the principal balance plus accrued and unpaid interest is due June 30, 2023. | ||||||||||||||
Debt due date | Jun. 30, 2023 | ||||||||||||||
Related party outstanding balance amount | $ 746 | $ 772 | |||||||||||||
Vivos Real Estate [Member] | First Loan [Member] | |||||||||||||||
Note interest percentage | 3.50% | 3.50% | |||||||||||||
Vivos Real Estate [Member] | Second Loan [Member] | |||||||||||||||
Note interest percentage | 3.50% | 3.50% | |||||||||||||
Vivos Real Estate [Member] | Vivos RE Promissory Note [Member] | |||||||||||||||
Promissory note payable | $ 772 | ||||||||||||||
Accrued interest receivable | $ 781 | $ 781 | |||||||||||||
Mr. Naveen Doki [Member] | Personal Guaranty Agreement [Member] | |||||||||||||||
Acquisition percentage | 5.00% | ||||||||||||||
Repayments of related party | $ 3,000 | ||||||||||||||
Vivos [Member] | Secured Promissory Note Agreement [Member] | |||||||||||||||
Conversion of shares | 30,000,000 | ||||||||||||||
Vivos [Member] | Maslow Media Group, Inc. [Member] | Secured Promissory Note Agreement [Member] | |||||||||||||||
Note interest percentage | 2.50% | ||||||||||||||
Debt instrument periodic payment | $ 10 | ||||||||||||||
Debt due date | Nov. 1, 2026 | ||||||||||||||
Principal amount | $ 750 | ||||||||||||||
Vivos [Member] | Argus Capital Funding [Member] | Receivable Advance Agreement [Member] | |||||||||||||||
Repayments of related party | $ 705 | ||||||||||||||
Related party advance fees | 487 | ||||||||||||||
Loan fees | $ 218 | ||||||||||||||
Credit Cash NJ, LLC [Member] | Receivable Advance Agreement [Member] | Maslow Credit Facility [Member] | |||||||||||||||
Loan fees | $ 600 | ||||||||||||||
Exchange of line of credit facility | $ 780 | ||||||||||||||
HCRN [Member] | Receivable Advance Agreement [Member] | HCRN Credit Facility [Member] | |||||||||||||||
Note installments term description | Pursuant to the Settlement Agreement, the Company agreed to pay $10 per week until the entire balance of the Maslow Credit Facility was paid off. | ||||||||||||||
Loan fees | $ 1,005 | ||||||||||||||
Naveen Doki [Member] | Merger Agreement [Member] | |||||||||||||||
Conversion of shares | 207,384,793 | ||||||||||||||
Conversion of shares, percentage | 69.13% | ||||||||||||||
Silvija Valleru [Member] | Merger Agreement [Member] | |||||||||||||||
Conversion of shares | 51,844,970 | ||||||||||||||
Conversion of shares, percentage | 17.13% |
Business Segments - Schedule of
Business Segments - Schedule of Reconciliation of Revenue and Operating Income by Reportable Segment to Consolidated Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total | $ 6,201 | $ 10,075 | $ 20,199 | $ 28,006 |
EOR [Member] | ||||
Total | 4,874 | 9,139 | 15,826 | 25,214 |
Recruiting and Staffing [Member] | ||||
Total | 1,107 | 484 | 3,547 | 1,437 |
Video and Multimedia Production [Member] | ||||
Total | 215 | 410 | 796 | 1,243 |
Other [Member] | ||||
Total | $ 5 | $ 42 | $ 30 | $ 112 |
Contingent Liability (Details N
Contingent Liability (Details Narrative) - USD ($) $ in Thousands | Jan. 22, 2018 | Sep. 30, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Loan amount | $ 1,875 | |
Interest rate | 4.50% | |
Loan description | The loan was in the amount of $1,875 with an interest rate of 4.5% annually for the first 60 months of the loan and increasing to 5.25% annually on January 28, 2023 for the remaining 59 months. The monthly payments during repayment period is $11 with a lump sum payment of $1,393 on December 28, 2027. | |
Loan amount changes to annually percentage | 5.25% | |
Repayments of mortgage loans | $ 11 | |
Lump-sum payments | $ 1,393 | |
Outstanding mortgage loan | $ 1,768 |