UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2020
Reliability Incorporated
(Exact name of registrant as specified in its charter)
| Texas | 000-07092 | 75-0868913 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification Number) |
P.O. Box 71
Clarksburg, MD 20871
(Address of principal executive offices) (Zip Code)
(202) 965-1100
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, no par value | RLBY | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. [ ]
Item 7.01. Regulation FD Disclosure.
On May 4, 2020, the Company issued a press release announcing its financial results for the fiscal year ended December 31, 2019 (the “Press Release”).
A copy of the Press Release is attached hereto as Exhibit 99.1. The information contained in the websites in the Press Release is not a part of this Current Report on Form 8-K.
The information included in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is furnished with this report:
| Exhibit No. | Description | |
| 99.1 | Press Releases of the Registrant dated May 4, 2020 |
| 2 |
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 hereunto duly authorized.
| RELIABILITY INCORPORATED | ||
| Date: May 4, 2020 | /s/ Nick Tsahalis | |
| By: | Nick Tsahalis | |
| Its: | President | |
| 3 |
EXHIBIT 99.1
Reliability Incorporated Reports Fiscal 2019 Financial and Operating Results
Rockville, MD, May 4, 2020 –Reliability Incorporated (OTC: RLBY) (“Reliability”) on Friday, May 1st announced financial results for the fiscal year ended December 31, 2019.
Key Financial Highlights:
| ● | Revenues for the year ended December 31, 2019 were $38.4 million, a 2% increase, as compared to $37.6 million for the prior fiscal year. | |
| ● | Gross profit was $4.1 million, a 5% increase, as compared to $3.8 million for the prior year. | |
| ● | Operating Income Before Interest, Taxes, Depreciation and Amortization was $1.3 million, a 24% increase, as compared to $1.0 million for the prior year. | |
| ● | Net profit was $195 thousand, a 49% decrease, as compared to $386 thousand for the prior year. |
Nick Tsahalis, President of Reliability, stated, “I am very pleased with the progress and accomplishments we made throughout 2019, all of which had positive financial impacts. Although our net profit declined in 2019, when comparing it to 2018, we expected and budgeted for the additional costs associated with being a public company.
“We have been significantly impacted by the COVID-19 pandemic, but we have made bold decisions to cut our expenses while seamlessly continuing to provide our customary excellent service to our clients. I am hopeful that the economy can get running again quickly and employment rates tick back up. We are exploring how to best take advantage of unique opportunities with current clients as well as new and prospective clients who may be more receptive to our services after their experiences during this tragedy,” continued Mr. Tsahalis.
About Us
Reliability, Incorporated, through its subsidiary, The Maslow Media Group, Inc., is an established, U.S.-based provider of human capital management and media staffing solutions that leverage tight integration with customer systems using secure, cloud-based technology. Reliability is building a synergistic portfolio of staffing and technology companies to compliment related services and solutions. Services offered include providing on-shore and off-shore project resources, staffing and recruiting, managed services, serving as the employer of record, providing a complete suite of outsourced HR functions such as background checks, payroll management and benefits administration, and offering off-site quality management testing. Target markets include businesses in the aerospace, A&D, automotive, education, insurance, investment banking, information technology, media, oil & gas, and telecom industries, and federal, state and local governments. For additional information visit www.maslowmedia.com.
Forward-Looking Statements Certain statements contained in this press release are “forward-looking statements” within the meaning of applicable federal securities laws, including, without limitation, anything relating or referring to future financial results, and plans for future business development activities, and are thus prospective. Forward-looking statements are inherently subject to risks and uncertainties some of which cannot be predicted or quantified based on current expectations. At this time the full impact of the COVID-19 pandemic is not known. The pandemic has been and expects to be adversely impacted by the pandemic. All forward-looking statements are subject to new, unknown risks related to the pandemic and government responses for the public health. Additional risks and uncertainties include, without limitation, the risks and uncertainties set forth from time to time in reports filed by the company with the Securities and Exchange Commission. Although Reliability believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct, particularly in light of the impact of the COVID-19 pandemic. Consequently, future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward the forward-looking statements contained herein. Reliability undertakes no obligation to publicly release statements made to reflect events or circumstances after the date hereof.
Investor Relations Contact
Andrew Barwicki
516-662-9461 / Andrew@barwicki.com