Introduction
You should read the matters described and incorporated by reference in "Risk
Factors" and the other cautionary statements made in this Report, and
incorporated by reference herein, as being applicable to all related
forward-looking statements wherever they appear in this Report. We cannot assure
you that the forward-looking statements in this Report will prove to be accurate
and therefore prospective investors are encouraged not to place undue reliance
on forward-looking statements. Other than as required by law, we undertake no
obligation to update or revise these forward-looking statements, even though our
situation may change in the future.
This information should be read in conjunction with the interim unaudited
financial statements and the notes thereto included in this Quarterly Report on
Form 10-Q, and the audited financial statements and notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained in our Annual Report on Form 10-K for the year ended
December 31, 2021, filed with the Securities and Exchange Commission on April
13, 2021 (the "Annual Report").
Certain capitalized terms used below and otherwise defined below, have the
meanings given to such terms in the footnotes to our consolidated financial
statements included above under "Part I - Financial Information" - "Item 1.
Financial Statements".
In this Quarterly Report on Form 10-Q, we may rely on and refer to information
regarding the industries in which we operate in general from market research
reports, analyst reports and other publicly available information. Although we
believe that this information is reliable, we cannot guarantee the accuracy and
completeness of this information, and we have not independently verified any of
it.
Unless the context requires otherwise, references to the "Company," "we," "us,"
"our," "Reliant", "Reliant Holdings" and "Reliant Holdings, Inc." refer
specifically to Reliant Holdings, Inc. and its consolidated subsidiaries.
In addition, unless the context otherwise requires and for the purposes of this
Report only:
? "Exchange Act" refers to the Securities Exchange Act of 1934, as amended;
? "SEC" or the "Commission" refers to the United States Securities and
Exchange Commission; and
? "Securities Act" refers to the Securities Act of 1933, as amended.
Where You Can Find Other Information
We file annual, quarterly, and current reports, proxy statements and other
information with the SEC. The SEC maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC like us at http://www.sec.gov (our
filings can be found at
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001682265).
Copies of documents filed by us with the SEC are also available from us without
charge, upon oral or written request to our Secretary, who can be contacted at
the address and telephone number set forth on the cover page of this Report. Our
website address is https://www.reliantholdings.net. The information on, or that
may be accessed through, our website is not incorporated by reference into this
Report and should not be considered a part of this Report.
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Summary of The Information Contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations
Our Management's Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) is provided in addition to the accompanying consolidated
financial statements and notes to assist readers in understanding our results of
operations, financial condition, and cash flows. MD&A is organized as follows:
? Overview. Summary of our operations.
? Plan of Operations. A description of our plan of operations for the next
12 months including required funding.
? Results of Operations. An analysis of our financial results comparing the
three and nine months ended September 30, 2022 and 2021.
? Liquidity and Capital Resources. An analysis of changes in our
consolidated balance sheets and cash flows and discussion of our financial
condition.
? Critical Accounting Policies and Estimates. Accounting estimates that we
believe are important to understanding the assumptions and judgments
incorporated in our reported financial results and forecasts.
Overview
Corporate Information
Our principal executive offices are located at 12343 Hymeadow Drive, Suite 3-A,
Austin, Texas 78750, and our telephone number is (512) 407-2623.
Summary Description of Business Operations
Residential Pools
We, through our wholly-owned subsidiary Reliant Pools (which has been in
operation since September 2013), are an award winning, custom, swimming pool
construction company located in the greater Austin, Texas market. We assist
customers with the design of, and then construct, recreational pools which blend
in with the surroundings, geometric pools which complement the home's
architecture and water features (e.g., waterfalls and negative edge pools) which
provide the relaxing sounds of moving water. Moving forward, we may expand our
custom pool construction operations locally and regionally, and nationally.
To date, the majority of our growth has been through referral business. We offer
a wide variety of pool projects based upon price and the desires of the client.
When our sales personnel meet with a prospective customer, we provide them with
an array of projects from the basic pool building to more high-end projects that
may include waterfalls, mason work, backyard lighting and in-ground spas to
highlight the outdoor living experience.
Custom Homes
On October 10, 2018, the Company incorporated a new wholly-owned subsidiary in
Texas, Reliant Custom Homes, Inc. and is attempting to expand its operations in
the Austin, Texas area as a custom home builder. To date, the Company has
engaged a consultant in connection with custom home builder services, and has
purchased land located in Lago Vista, Texas, in the Texas Hill Country, outside
of Austin, Texas, on which it has started constructing a custom home which it
then plans to sell. Current plans are for the custom home to be approximately
2,300 square feet. In April 2020, the Company obtained a construction loan for
$221,000 for the construction costs associated with the build, of which $102,177
was outstanding as of September 30, 2022, which funds were used for building
materials. The loan has been renewed and has been extended through October 28,
2022, provided that the Company is currently working to further extend the note.
To date, the Company's subcontractors have completed the drywall and the Company
plans to begin interior work on the custom home in the next several weeks. The
Company currently estimates completing construction on the home sometime in the
first quarter of fiscal 2023.
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The construction of our custom home is being conducted under the supervision of
an on-site construction manager. Substantially all of our construction work has
been, and is planned to continue to be, performed by independent subcontractors
under contracts that establish a specific scope of work at an agreed-upon price.
In addition, we anticipate that our construction field manager will interact
with homebuyers throughout the construction process and instruct homebuyers on
post-closing home maintenance.
We plan to maintain efficient construction operations and use industry and
company-specific construction practices.
Generally, we anticipate the construction materials to be used in our home
builder operations will be readily available from numerous sources. However, the
cost of certain building materials, especially lumber, steel, concrete, copper,
and petroleum-based materials, is influenced by changes in global commodity
prices, national tariffs, and other foreign trade factors. Additionally, the
ability to consistently source qualified labor at reasonable prices may be
challenging and we cannot determine the extent to which necessary building
materials and labor will be available at reasonable prices in the future.
We currently anticipate building custom homes on a build-to-order basis where we
do not begin construction of the home until we have a signed contract with a
customer. However, we may in the future also build speculative ("spec") homes,
which would allow us to compete with existing homes available in the market,
especially for homebuyers that require a home within a short time frame.
We have started to market our custom home services and plan to have our first
custom home complete sometime during the first quarter of 2023.
Plan of Operations
We had working capital of $59,093 as of September 30, 2022. With our current
cash on hand, expected revenues, and based on our current average monthly
expenses, we don't currently anticipate the need for additional funding in order
to continue our operations at their current levels and to pay the costs
associated with being a public company for the next 12 months. We may however
require additional funding in the future to expand or complete acquisitions. Our
plan for the next twelve months is to continue using the same marketing and
management strategies and continue providing a quality product with excellent
customer service while also seeking to expand our operations organically or
through acquisitions as funding and opportunities arise, and, as discussed
above, we have also purchased a homesite on which we are in the process of
constructing a custom home, which we then plan to sell. As our business
continues to grow, customer feedback will be integral in making small
adjustments to improve the product and overall customer experience. We plan to
raise additional required funding when required through the sale of debt or
equity, which may not be available on favorable terms, if at all, and may, if
sold, cause significant dilution to existing stockholders. If we are unable to
access additional capital moving forward, it may hurt our ability to grow and to
generate future revenues.
Since the COVID-19 pandemic began, we have seen a sharp increase in demand for
pools, which we attribute to more people working from home, and sheltering in
place. We currently have a backlog which continues into December 2022. We are
unclear whether the current demand for pools will continue. Notwithstanding
that, things are currently getting back to close to normal (with a few
exceptions) as to the availability of equipment, after experiencing delays in
obtaining required equipment from the 2021 winter storms which affected the
Austin area and supply chain constraints. Overall, demand for trade workers is
extremely high, which has resulted in higher prices for pools, which we attempt
to pass on to customers as much as possible.
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Results of Operations
For the Three Months Ended September 30, 2022 Compared to the Three Months Ended
September 30, 2021
We had revenue of $1,360,476 for the three months ended September 30, 2022,
compared to revenue of $616,470 for the three months ended September 30, 2021,
an increase of $744,006 or 121% from the prior period. We recognize revenue
based on the percentage that a job is complete rather than upon completion. As
such, total revenue recognized for each period may be different than the product
of total completed pools during each period multiplied by the average pool
contract price of each pool during such period, as the construction of certain
pools may have started in one period and ended in another. Revenue increased
during the current period due to an increase in pool count during the comparable
periods and general timing of contracts as well as the higher priced pools being
completed in the current period. We have seen an increase in the demand for
pools since March 2020, which we believe is due to more people working from home
due to the COVID-19 pandemic.
We had cost of goods sold of $910,152 for the three months ended September 30,
2022, compared to cost of goods sold of $523,719 for the three months ended
September 30, 2021, an increase of $386,433 or 74% from the prior period.
Cost of goods sold increased mainly due to an increase in masonry, stone and
tile installed in and around our pools and coping expenses associated therewith,
excavation and steel costs and gunite, mainly due to increased costs of
materials and labor due to supply constraints and increases in pricing due to
inflation; however, we have seen an increase across the board in costs and
expenses due to increased pricing due to inflation. The timing of our cost of
goods sold is materially impacted based on the overall scope and timing of the
projects we are working on. In general, costs of goods sold for the three months
ended September 30, 2022 were higher than for the three months ended September
30, 2021, due to an increase in the number of pools we are building and an
overall increase in material and labor costs due to inflation and in certain
cases supply constraints. The expenses which attributed to the increase in cost
of goods sold for the three months ended September 30, 2022, compared to the
three months ended September 30, 2021, included:
For the Three For the Three
Months Ended Months Ended
Cost of Goods Sold September 30, September 30, Increase / Percentage
Expense 2022 2021 (Decrease) Change
Cost of decking $ 104,811 $ 83,700 $ 21,111 25.2 %
Plaster used in the
construction of pools 96,843 53,951 42,892 79.5 %
Gunite used in the
construction of pools 104,193 34,624 69,569 200.9 %
Pool equipment used to
filter and circulate
the water used in our
pools 145,707 106,329 39,378 37.0 %
Masonry, stone and
tile installed in and
around our pools and
coping expenses
associated therewith 128,163 59,936 68,227 113.8 %
Excavation and steel
expenses 131,632 19,442 112,190 577.1 %
Other, including labor 198,803 165,737 33,066 20.0 %
Total $ 910,152 $ 523,719 $ 386,433 73.8 %
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Cost of goods sold represents our pool construction costs, including raw
materials, outsourced labor, installed equipment, tile and coping expenses,
excavation costs and permit expenses. We anticipate our cost of goods sold
increasing in approximate proportion to increases in revenue and decreasing in
approximate proportion to decreases in revenue, moving forward, as our cost of
goods sold are factored into the price we charge for our pools and represent the
cost of pool construction, the majority of which is not fixed and varies
depending on the total number of pools and construction projects we complete
during each period and the size and complexity of such projects.
We had a gross margin of $450,324 for the three months ended September 30, 2022,
compared to a gross margin of $92,751 for the three months ended September 30,
2021, an increase of $357,573 or 386% from the prior period due to the reasons
described above. Gross margin as a percentage of revenue was 33.1% and 15.0% for
the three months ended September 30, 2022 and 2021, respectively. Gross margin
as a percentage of revenue increased due to higher priced pools being completed
in the current period.
We had operating expenses consisting solely of general and administrative
expenses of $211,817 for the three months ended September 30, 2022, compared to
operating expenses consisting solely of general and administrative expenses of
$149,507 for the three months ended September 30, 2021. Operating expenses
increased by $62,310 or 42% from the prior period mainly due to higher payroll
expenses.
We had interest income of $187 for the three months ended September 30, 2022,
compared to interest income of $43 for the three months ended September 30,
2021. Interest income was in connection with interest generated by funds the
Company maintained in its savings account.
We had interest expense of $1,022 and $237, for the three months ended September
30, 2022 and 2021, respectively, due to interest paid in connection with loans
for Company vehicles, including a car used by our Chief Executive Officer and
amounts outstanding on our construction loan, each as described in greater
detail under "Liquidity and Capital Resources" below.
We had net income of $237,672 for the three months ended September 30, 2022,
compared to a net loss of $56,950 for the three months ended September 30, 2021,
an increase in net income of $294,622 or 517%, mainly due to the $744,006 or
121% increase in revenue, offset by the $386,433 or 74% increase in cost of
goods sold and the $62,310 or 42% increase in general and administrative
expenses.
For the Nine Months Ended September 30, 2022 Compared to the Nine months Ended
September 30, 2021
We had revenue of $3,438,580 for the nine months ended September 30, 2022,
compared to revenue of $2,006,994 for the nine months ended September 30, 2021,
an increase of $1,431,586 or 71% from the prior period. We recognize revenue
based on the percentage that a job is complete rather than upon completion. As
such, total revenue recognized for each period may be different than the product
of total completed pools during each period multiplied by the average pool
contract price of each pool during such period, as the construction of certain
pools may have started in one period and ended in another. Revenue increased
during the current period due to an increase in pool count during the comparable
periods and general timing of contracts as well as the higher priced pools being
completed in the current period. We have seen an increase in the demand for
pools since March 2020, which we believe is due to more people working from home
due to the COVID-19 pandemic.
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We had cost of goods sold of $2,458,261 for the nine months ended September 30,
2022, compared to cost of goods sold of $1,495,084 for the nine months ended
September 30, 2021, an increase of $963,177 or 64% from the prior period.
Cost of goods sold increased mainly due to an increase in masonry, stone and
tile installed in and around our pools and coping expenses associated therewith
and increased labor and other costs, mainly due to increased costs of materials
and labor due to supply constraints and increases in pricing due to inflation.
The timing of our cost of goods sold is materially impacted based on the overall
scope and timing of the projects we are working on. In general, costs of goods
sold for the nine months ended September 30, 2022 were higher than for the nine
months ended September 30, 2021, due to an increase in the number of pools we
are building and an overall increase in material and labor costs due to
inflation and in certain cases supply constraints. The expenses which attributed
to the increase in cost of goods sold for the nine months ended September 30,
2022, compared to the nine months ended September 30, 2021, included:
For the Nine For the Nine
Months Ended Months Ended
Cost of Goods Sold September 30, September 30, Increase / Percentage
Expense 2022 2021 (Decrease) Change
Cost of decking $ 280,325 $ 186,555 $ 93,770 50.3 %
Plaster used in the
construction of pools 170,099 104,709 65,390 62.4 %
Gunite used in the
construction of pools 259,232 165,573 93,659 56.6 %
Pool equipment used to
filter and circulate
the water used in our
pools 378,315 251,803 126,512 50.2 %
Masonry, stone and
tile installed in and
around our pools and
coping expenses
associated therewith 387,845 174,379 213,466 122.4 %
Excavation and steel
expenses 321,285 184,039 137,246 74.6 %
Other, including labor 661,160 428,026 233,134 54.5 %
Total $ 2,458,261 $ 1,495,084 $ 963,177 64.4 %
Cost of goods sold represents our pool construction costs, including raw
materials, outsourced labor, installed equipment, tile and coping expenses,
excavation costs and permit expenses. We anticipate our cost of goods sold
increasing in approximate proportion to increases in revenue and decreasing in
approximate proportion to decreases in revenue, moving forward, as our cost of
goods sold are factored into the price we charge for our pools and represent the
cost of pool construction, the majority of which is not fixed and varies
depending on the total number of pools and construction projects we complete
during each period and the size and complexity of such projects.
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We had a gross margin of $980,319 for the nine months ended September 30, 2022,
compared to a gross margin of $511,910 for the nine months ended September 30,
2021, an increase of $468,409 or 92% from the prior period due to the reasons
described above. Gross margin as a percentage of revenue was 28.5% and 25.5% for
the nine months ended September 30, 2022 and 2021, respectively. Gross margin as
a percentage of revenue increased due to higher priced pools being completed in
the current period.
We had operating expenses consisting solely of general and administrative
expenses of $626,748 for the nine months ended September 30, 2022, compared to
operating expenses consisting solely of general and administrative expenses of
$883,242 for the nine months ended September 30, 2021 (including $349,333 of
stock-based expenses described below under "Liquidity and Capital Resources").
Operating expenses decreased by $256,494 or 29% from the prior period mainly due
to the stock-based compensation expenses in the 2021 period, as discussed in
greater detail below.
We had interest income of $393 for the nine months ended September 30, 2022,
compared to interest income of $49 for the nine months ended September 30, 2021.
Interest income was in connection with interest generated by funds the Company
maintained in its savings account.
We had interest expense of $2,681 and $730, for the nine months ended September
30, 2022 and 2021, respectively, due to interest paid in connection with loans
for Company vehicles, including a car used by our Chief Executive Officer and
amounts outstanding on our construction loan, each as described in greater
detail under "Liquidity and Capital Resources" below.
We had a gain on forgiveness of debt of $51,577 for the nine months ended
September 30, 2021, compared to no gain or loss on the forgiveness of debt for
the nine months ended September 30, 2022. The gain on forgiveness of debt for
the three months ended September 30, 2021, was in connection with the
forgiveness of the PPP Note as discussed below under "Liquidity and Capital
Resources".
We had net income of $351,283 for the nine months ended September 30, 2022,
compared to a net loss of $320,436 for the nine months ended September 30, 2021,
an increase in net income of $671,719 or 210%, mainly due to the $1,431,586
increase in revenues and $256,494 decrease in general and administrative
expenses, offset by the $963,177 increase in cost of goods sold and $51,577
decrease in gain on forgiveness of debt, each as described above.
Liquidity and Capital Resources
We had total assets of $788,391 as of September 30, 2022, consisting of total
current assets of $702,900, which included cash of $474,085, house and real
estate inventory of $221,628, federal income tax receivable of $416, and prepaid
expenses and other current assets of $6,771, equipment, net of accumulated
depreciation, of $46,773 and right-of-use asset of $38,718. Federal income tax
receivable relates to a payment made by the Company to the United States
Treasury in March 2016, in anticipation of the Federal income tax the Company
estimated would be owed at the end of the 2016 calendar year. There was no tax
due for the years ended December 31, 2016, 2017, 2018, 2019, 2020 or 2021, due
to the Company's net losses, the utilization of a net loss carryforward and
application of prepaid taxes. Included in real estate inventory as of September
30, 2022 is the value of the land and construction costs incurred to date, which
the Company acquired in the third quarter of 2019, and is currently building a
custom home on, as discussed above. Contract assets include estimated earnings
in excess of billings on uncompleted contracts. Equipment relates to the vehicle
discussed below.
We had total liabilities of $668,978 as of September 30, 2022, which included
current liabilities of $643,807, including accounts payable and accrued
liabilities of $82,029, contract liabilities, relating to billings in excess of
costs and estimated earnings on uncompleted jobs of $423,189, current portion of
note payable of $11,017, construction loan of $102,177, and current portion of
right-of-use liability of $25,395, and long-term liabilities consisting of a
long-term note payable, net of current portion, of $11,713 relating to certain
vehicles (discussed below) and $13,458 of right-to-use liability.
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On February 11, 2020, we purchased a Hyundai Genesis G80. The Vehicle had a
total purchase price of $50,616, including $11,000 which was paid as a down
payment in cash. We entered into a term note, secured by the vehicle, for the
remaining amount of the purchase price, which amount accrues interest at the
rate of 3.99% per annum and is payable at the rate of $660 per month through
maturity on February 27, 2025.
On April 28, 2020, the Company secured a construction loan from First United
Bank and Trust Company to be used to develop the land purchased in the third
quarter of 2019. The loan is in the amount of $221,000, bears interest at the
rate of 6.25% per annum and was due on October 28, 2022; provided that the
Company is currently working with the lender to further extend this note. As of
September 30, 2022, a total of $102,177 was outstanding on the loan. The Company
is currently in discussions to extend the loan.
On October 26, 2021, we purchased a Nissan Rogue for use by Mr. May. The vehicle
had a total purchase price of $29,931, including $10,000 which was paid as a
down payment in cash. We entered into a term note, secured by the vehicle, for
the remaining amount of the purchase price, which amount accrues interest at the
rate of 6.54% per annum and is payable at the rate of $336 per month through
maturity on May 26, 2027.
On May 11, 2020, we (through Reliant Pools) received a loan (the "Loan") from
Wells Fargo Bank N.A. (the "Lender") in the principal amount of $51,113,
pursuant to the Paycheck Protection Program (the "PPP") under the Coronavirus
Aid, Relief, and Economic Security Act (the "CARES Act"), which was enacted on
March 27, 2020. The Loan was evidenced by a promissory note (the "Note"), dated
effective May 4, 2020, issued by the Company to the Lender. The Note was
unsecured, was to mature on May 4, 2022 and accrued interest at a rate of 1.00%
per annum, payable monthly commencing on November 2, 2020, following an initial
deferral period as specified under the PPP. Proceeds from the Loan were
available to the Company to fund designated expenses, including certain payroll
costs, rent, utilities and other permitted expenses, in accordance with the PPP.
Under the terms of the PPP, up to the entire amount of principal and accrued
interest could be forgiven to the extent Loan proceeds were used for qualifying
expenses as described in the CARES Act and applicable implementing guidance
issued by the U.S. Small Business Administration under the PPP (including that
up to 60% of such Loan funds were used for payroll). The Company used the entire
Loan amount for designated qualifying expenses and applied for forgiveness of
the respective Loan in accordance with the terms of the PPP. On April 27, 2021,
the Company was notified that the outstanding principal and accrued interest for
the PPP Loan was forgiven in full by the SBA.
We had working capital of $59,093 as of September 30, 2022, compared to a
working capital deficit of $262,518 as of December 31, 2021.
We had $59,177 of net cash provided by operating activities for the nine months
ended September 30, 2022, as compared to $94,975 of net cash provided by
operating activities for the nine months ended September 30, 2021. Net cash
provided by operating activities for the 2022 period was mainly due to $351,283
of net income, offset by $175,907 of house and real estate inventory and a
reduction of $160,537 in contract liabilities. For the 2021 period, net cash
provided by operating activities was mainly due to $349,333 of stock-based
compensation and $99,454 of increase in contract liabilities, offset by $320,436
of net loss and $51,577 of gain on forgiveness of debt. Stock based compensation
includes the issuance, on January 27, 2021, of 700,000 shares of restricted
common stock to Elijah May, our sole officer and director, 200,000 shares of
restricted common stock to Joel Hefner, the Vice President of Reliant Pools, a
non-executive officer position, and 700,000 shares of restricted common stock to
Michael Chavez, a consultant to the Company, each in consideration for services
rendered. The shares were valued at $0.20 per share, the closing price of the
Company's stock on January 27, 2021.
We had $74,912 of net cash provided by financing activities for the nine months
ended September 30, 2022, which was mainly due to $102,177 of proceeds from our
construction loan offset by $15,293 of payments on the notes payable related to
our vehicle loans and $11,972 of payments on right-of-use liability, as compared
to $6,902 of cash used in financing activities for the nine months ended
September 30, 2021, which were due to payments on our vehicle loans.
We do not currently have any additional commitments or identified sources of
additional capital from third parties or from our officers, directors or
majority stockholders. Additional financing may not be available on favorable
terms, if at all.
In the future, we may be required to seek additional capital by selling
additional debt or equity securities, or otherwise be required to bring cash
flows in balance when we approach a condition of cash insufficiency. The sale of
additional equity or debt securities, if accomplished, may result in dilution to
our then stockholders. Financing may not be available in amounts or on terms
acceptable to us, or at all. In the event we are unable to raise additional
funding and/or obtain revenues sufficient to support our expenses, we may be
forced to curtail or abandon our business operations, and any investment in the
Company could become worthless.
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Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity
with U.S. generally accepted accounting principles and the Company's discussion
and analysis of its financial condition and operating results require the
Company's management to make judgments, assumptions and estimates that affect
the amounts reported. Management bases its estimates on historical experience
and on various other assumptions it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities. Actual results may differ from
these estimates, and such differences may be material.
"Note 1. The Company and Summary of Significant Accounting Policies" in Part I,
Item 1 of this Form 10-Q and "Note 1. The Company, Summary of Significant
Accounting Policies and Going Concern" in the Notes to Consolidated Financial
Statements in Part II, Item 8, of the 2021 Annual Report, describe the
significant accounting policies and methods used in the preparation of the
Company's consolidated financial statements.
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