RELT Reliant Holdings Inc (QB)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by the following words: “ anticipate, ” “ believe, ” “ continue, ” “ could, ” “ estimate, ” “ expect, ” “ intend, ” “ may, ” “ ongoing, ” “ plan, ” “ potential, ” “ predict, ” “ project, ” “ should, ” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. These factors include:

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, 2018, filed with the Securities and Exchange Commission on April 1, 2019 (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 subsidiary.

In addition, unless the context otherwise requires and for the purposes of this Report only:     

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. 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  www.reliantholdingsinc.com . 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.

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. Our website address is  www.reliantholdingsinc.com . 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.

Organizational History

We were formed as a Nevada corporation on May 19, 2014.

On May 23, 2014, we, along with Reliant Pools, Inc. (“ Reliant Pools ”) and the stockholders of Reliant Pools, entered into an Agreement for the Exchange of Common Stock (the “ Exchange Agreement ”). Pursuant to the Exchange Agreement, the stockholders of Reliant Pools exchanged 2.1 million shares of common stock, representing 100% of the outstanding common stock of Reliant Pools, for 2.1 million shares of our common stock (the “ Exchange ”). As a result of the Exchange, Reliant Pools became our wholly-owned subsidiary. The President of Reliant Pools, and its largest stockholder at the time of the Exchange was Michael Chavez, our then President, then Chief Executive Officer and then sole director. The following shares of restricted common stock were issued in connection with the Exchange: 900,000 shares of common stock to Michael Chavez, our then President, then Chief Executive Officer and then sole director; 750,000 shares of common stock to Elijah May, our current Chief Executive Officer and sole director; and 450,000 shares of common stock to Becky Spohn, our former Controller.

Reliant Pools was originally formed as a Texas General Partnership (Reliant Pools, G.P.) in September 2013, and was owned by Mr. Chavez, Mr. May, Ms. Spohn, and a third party, who subsequently was unable to perform the services required for him to vest his interest, which interest was subsequently terminated, leaving Mr. Chavez, Mr. May and Ms. Spohn as the sole owners of Reliant Pools, G.P. In May 2014, Reliant Pools, G.P. was converted from a Texas General Partnership to a Nevada corporation, Reliant Pools, Inc., with the same ownership as described above at the time of the Exchange. On October 10, 2018, the Company incorporated a new wholly-owned subsidiary in Texas, Reliant Custom Homes, Inc. The Company is exploring opportunities to expand 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, but as of the date of this filing the Company has no planned start date for such services.

Description of Business Operations

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. In the future we also plan to offer residential swimming pool maintenance services. 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. We won four Association of Pool & Spa Professionals (ARSP) Region 3 Design Awards for our designs in 2016 and one award in 2017. Moving forward, we plan on expanding our operations through an accretive business model in which we plan to acquire competitors in both the custom pool construction and pool maintenance/service industries locally, regionally, and nationally, funding permitting.

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.

Plan of Operations

We had working capital of $49,605 as of June 30, 2019. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we do not 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 require additional funding in the future to expand or complete acquisitions. The sources of this capital are expected to be equity investments and notes payable. 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. As our business continues to grow, customer feedback will be integral in making small adjustments to improve the product and overall customer experience. In the event we require additional funding, we plan to raise that through the sale of debt or equity, in a public or private offering, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. We may also use stock as consideration for acquisitions in the future, which may cause 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. 

RESULTS OF OPERATIONS

For the Three Months Ended June 30, 2019 Compared to the Three Months Ended June 30, 2018

We had revenue of $359,128 for the three months ended June 30, 2019, compared to revenue of $425,272 for the three months ended June 30, 2018, a decrease of $66,144 or 16% from the prior period. Revenue decreased mainly due to a decrease in pool count during the comparable periods and general timing of contracts. We completed 2 pools during the three months ended June 30, 2019 compared to completing 4 pools during the three months ended June 30, 2018.  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.

We had cost of goods sold of $238,632 for the three months ended June 30, 2019, compared to cost of goods sold of $280,790 for the three months ended June 30, 2018, a decrease of $42,158 or 15% from the prior period, mainly due to the decrease in projects during the period as disclosed above.

Cost of goods sold decreased mainly due to the number of pools completed combined with the decrease in masonry cost. In addition, we have seen decreased costs on complex engineered projects as well as general excavation costs. The expenses which attributed to the decrease in cost of goods sold for the three months ended June 30, 2019, compared to the three months ended June 30, 2018, included: 

Cost of goods sold represent 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. Labor costs associated with the cost of labor used in construction of pools decreased due to the general timing of plumbing and electrical services.

We had a gross margin of $120,496 for the three months ended June 30, 2019, compared to a gross margin of $144,482 for the three months ended June 30, 2018, a decrease of $23,986 or 17% from the prior period due to the reasons described above. Gross margin as a percentage of revenue was 34% and 34% for the three months ended June 30, 2019 and 2018, respectively.

We had operating expenses consisting solely of general and administrative expenses of $121,947 for the three months ended June 30, 2019, compared to operating expenses consisting solely of general and administrative expenses of $100,884 for the three months ended June 30, 2018. Operating expenses increased $21,063 or 21% from the prior period mainly due to increases in wages and professional fees. General and administrative expenses include the salaries of our employees, commissions and the fees paid to contract employees.

We had interest income of $19 for the three months ended June 30, 2019, compared to interest income of $14 for the three months ended June 30, 2018. Interest income was in connection with interest generated by funds the Company maintained in its savings account.

We had interest expense of $123 and $186, for the three months ended June 30, 2019 and 2018, respectively, due to interest paid in connection with the purchase of a truck used in our business, as described in greater detail under “ Liquidity and Capital Resources ” below.

We had a net loss of $1,555 for the three months ended June 30, 2019, compared to net income of $43,426 for the three months ended June 30, 2018, an increase in net loss of $44,981 or 104%, mainly due to the decrease in revenue and increase in general and administrative expenses, offset by the decrease in cost of goods sold , each as described above .

For the Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2018

We had revenue of $718,341 for the six months ended June 30, 2019, compared to revenue of $654,786 for the six months ended June 30, 2018, an increase of $63,555 or 10% from the prior period. Revenue increased mainly due to larger pools being completed during the current period compared to the prior period. We completed 7 pools during the six months ended June 30, 2019 compared to completing 6 pools during the six months ended June 30, 2018.  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.

We had cost of goods sold of $468,678 for the six months ended June 30, 2019, compared to cost of goods sold of $438,663 for the six months ended June 30, 2018, an increase of $30,015 or 7% from the prior period, mainly due to the increase in projects during the period as disclosed above.

Cost of goods sold increased mainly due to the number of pools completed combined with the increase in decking cost. The expenses which attributed to the increase in cost of goods sold for the six months ended June 30, 2019, compared to the six months ended June 30, 2018, included: 

Cost of goods sold represent 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. Labor costs associated with the cost of labor used in construction of pools decreased due to the general timing of plumbing and electrical services.

We had a gross margin of $249,663 for the six months ended June 30, 2019, compared to a gross margin of $216,123 for the six months ended June 30, 2018, an increase of $33,540 or 16% from the prior period due to the reasons described above. Gross margin as a percentage of revenue increased to 35% for the six months ended June 30, 2019, compared to 33% for the six months ended June 30, 2018. The increase in gross margin as a percentage of revenue was mainly due to the sale of more complex pools which resulted in an improved gross margin. 

We had operating expenses consisting solely of general and administrative expenses of $244,658 for the six months ended June 30, 2019, compared to operating expenses consisting solely of general and administrative expenses of $182,045 for the six months ended June 30, 2018. Operating expenses increased $62,613 or 34% from the prior period mainly due to increases in wages and professional fees. General and administrative expenses include the salaries of our employees, commissions and the fees paid to contract employees.

We had interest income of $41 for the six months ended June 30, 2019, compared to interest income of $20 for the six months ended June 30, 2018. Interest income was in connection with interest generated by funds the Company maintained in its savings account.

We had interest expense of $261 and $387, for the six months ended June 30, 2019 and 2018, respectively, due to interest paid in connection with the purchase of a truck used in our business, as described in greater detail under “ Liquidity and Capital Resources ” below.

We had net income of $4,785 for the six months ended June 30, 2019, compared to net income of $33,711 for the six months ended June 30, 2018, a decrease of $28,926 or 86%, mainly due to the increase in general and administrative expenses, offset by the increase in cost of goods sold , each as described above .

Liquidity and Capital Resources

We had total assets of $243,683 as of June 30, 2019, consisting of total current assets of $232,956, which included cash of $206,955, federal income tax receivable of $10,000, $3,655 of prepaid and other current assets, $12,346 of contract assets, and equipment, net of accumulated depreciation, of $10,727. Federal income tax receivable relates to a $10,000 payment made by the Company to the United States Treasury in March 2016, in anticipation of Federal income tax the Company estimated would be owed at the end of the 2016 calendar year. There was no tax due for the six months ended June 30, 2019, due to the utilization of a net loss carryforward. The Company currently estimates that it will not owe regular federal income tax for the year ended December 31, 2019 and has recorded the payment as an asset as of June 30, 2019.

We had total liabilities of $187,513 as of June 30, 2019, which included total current liabilities of $183,351, consisting of accounts payable and accrued liabilities of $60,286, contract liabilities, relating to billings in excess of costs and estimated earnings on uncompleted jobs of $111,941, current portion of long-term note payable of $6,124 and $5,000 of related party advances relating to amounts advanced to the Company by Michael Chavez, the Company’s former Chief Executive Officer, which amount is due on demand, unsecured and has no stated interest rate, and long-term liabilities consisting of long-term note payable of $4,162, representing amounts owed in connection with the purchase of a truck used in our business. 

We had working capital of $49,605 as of June 30, 2019, compared to working capital of $44,527 as of December 31, 2018.

We had $28,824 of net cash provided by operating activities for the six months ended June 30, 2019, which was mainly due to an increase in contract liabilities of $21,950, compared to $139,506 of net cash provided by operating activities for the six months ended June 30, 2018, due mainly to increases in accounts payable and accrued liabilities and billings in excess of costs and estimated earnings on uncompleted contracts.

We had $2,962 of net cash used in financing activities for the six months ended June 30, 2019, which was due to payments on note payable. We had $2,837 of cash used in financing activities for the six months ended June 30, 2018, which was due to payments on note payable.

We had no cash used in, or provided by, investing activities for the six months ended June 30, 2019 and June 30, 2018, respectively.

As of June 30, 2019, we owed $6,124 in current portion of, and $4,162 of long-term portion of, note payable, in connection with our purchase of a Ford F-150 truck for work purposes. The note payable accrues interest at the rate of 4.35% per annum and requires that we pay $537 per month until February 2021.

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.

  Critical Accounting Policies :

Emerging Growth Company .  Section 107 of the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act ”) provides that an “ emerging growth company ” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “ emerging growth company ” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

Revenue Recognition

On January 1, 2018, we adopted Accounting Standards Codification (“ ASC ”) 606, Revenue from Contracts with Customers (“ new revenue standard ”) to all contracts using the modified retrospective method. The adoption of the new revenue standard had no material impact on our consolidated financial statements as it did not require a change in revenue recognition. As such, comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.  

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct.

Performance Obligations Satisfied Over Time

Revenue for our contracts that satisfy the criteria for over time recognition is recognized as the work progresses. The majority of our revenue is derived from construction contracts and projects that typically span between 4 to 12 months. Our construction contracts will continue to be recognized over time because of the continuous transfer of control to the customer as all of the work is performed at the customer’s site and, therefore, the customer controls the asset as it is being constructed. Contract costs include labor, material, and indirect costs.

Performance Obligations Satisfied at a Point in Time

Revenue for our contracts that do not satisfy the criteria for over time recognition is recognized at a point in time. Substantially all of our revenue recognized at a point in time is for work performed for pool maintenance or repairs. Unlike our construction contracts that use a cost-to-cost input measure for performance, the pool maintenance or repairs utilize an output measure for performance based on the completion of a unit of work. The typical time frame for completion of these services is less than one month. Upon fulfillment of the performance obligation, the customer is provided an invoice (or equivalent) demonstrating transfer of control or completion of service to the customer. We believe that point in time recognition remains appropriate for these contracts and will continue to recognize revenues upon completion of the performance obligation and issuance of an invoice.

Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract.

Backlog

On June 30, 2019, we had approximately $727,000 of remaining performance obligations on our construction contracts, which we also refer to as backlog. We expect to recognize our backlog as revenue during the remainder of 2019 and early 2020.

Contract Estimates

Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, we estimate the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract.

Contract estimates are based on various assumptions to project the outcome of future events. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors.    

Variable Consideration

Transaction price for our contracts may include variable consideration, which includes increases to transaction price for approved and unapproved change orders, claims and incentives, and reductions to transaction price for liquidated damages. Change orders, claims and incentives are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. We estimate variable consideration for a performance obligation at the most likely amount to which we expect to be entitled (or the most likely amount we expect to incur in the case of liquidated damages), utilizing estimation methods that best predict the amount of consideration to which we will be entitled (or will be incurred in the case of liquidated damages). We include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders and claims reflected in transaction price (or excluded from transaction price in the case of liquidated damages) are not resolved in our favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. No adjustment on any one contract was material to our consolidated financial statements for the six months ended June 30, 2019.  

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) on the consolidated balance sheet. On our construction contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Generally, billing occurs prior to revenue recognition, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period. 

The Company recognizes revenue from the design and installation of swimming pools.

Accounts Receivable and Allowances.  The Company does not charge interest to its customers and carries its customers’ receivables at their face amounts, less an allowance for doubtful accounts. Included in accounts receivable are balances billed to customers pursuant to retainage provisions in certain contracts that are due upon completion of the contract and acceptance by the customer, or earlier as provided by the contract. Based on the Company’s experience in recent years, the majority of customer balances at each balance sheet date are collected within twelve months. As is common practice in the industry, the Company classifies all accounts receivable, including retainage, as current assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on those contracts may extend beyond one year.

The Company grants trade credit, on a non-collateralized basis (with the exception of lien rights against the property in certain cases), to its customers and is subject to potential credit risk related to changes in business and overall economic activity. The Company analyzes specific accounts receivable balances, historical bad debts, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In the event that a customer balance is deemed to be uncollectible, the account balance is written-off against the allowance for doubtful accounts.

Classification of Construction Contract-related Assets and Liabilities.  Costs and estimated earnings in excess of billings on uncompleted contracts (Contract assets) are presented as a current asset in the accompanying consolidated balance sheets, and billings in excess of costs and estimated earnings on uncompleted contracts (Contract liabilities) are presented as a current liability in the accompanying consolidated balance sheets. The Company’s contracts vary in duration, with the duration of some larger contracts exceeding one year. Consistent with industry practices, the Company includes the amounts realizable and payable under contracts, which may extend beyond one year, in current assets and current liabilities. The vast majority of these balances are settled within one year.

Equipment. Equipment, consisting mainly of a truck, is stated at cost. The Company depreciates the cost of equipment using the straight-line method over the estimated useful lives of the assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations for the period. The cost of maintenance and repairs is charged to operations as incurred; significant renewals improvements are capitalized. Depreciation expense was approximately $1,694 for the three months ended and $3,387 for the six months ended, June 30, 2019 and 2018, respectively. The estimated useful life of the truck is five years.