Item 1. Financial Statements
Reliant Holdings, Inc. and Subsidiary
|
Consolidated Balance Sheets
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
ASSETS
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
Cash
|
|
$
|
317,339
|
|
|
$
|
192,567
|
|
Accounts receivable
|
|
|
3,000
|
|
|
|
5,119
|
|
Federal income tax receivable
|
|
|
416
|
|
|
|
978
|
|
House and real estate inventory
|
|
|
45,471
|
|
|
|
33,948
|
|
Contract assets
|
|
|
18,728
|
|
|
|
69,510
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
384,954
|
|
|
|
302,122
|
|
|
|
|
|
|
|
|
|
|
Equipment, net of accumulated depreciation of $48,186 and $43,506 as of
|
|
|
|
|
|
|
|
|
June 30, 2021 and December 31, 2020, respectively
|
|
|
33,542
|
|
|
|
38,222
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
418,496
|
|
|
$
|
340,344
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
100,458
|
|
|
$
|
139,011
|
|
Contract liabilities
|
|
|
353,763
|
|
|
|
267,156
|
|
Current portion of note payable
|
|
|
7,074
|
|
|
|
6,875
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
461,295
|
|
|
|
413,042
|
|
|
|
|
|
|
|
|
|
|
Long-term note payable, net of current portion
|
|
|
17,360
|
|
|
|
73,308
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
478,655
|
|
|
|
486,350
|
|
|
|
|
|
|
|
|
|
|
Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, 5,000,000 shares authorized, $0.001 par value, 0 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively
|
|
|
-
|
|
|
|
-
|
|
Preferred stock Series A, 1,000 shares authorized, $0.001 par value, 1,000 and 0 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively
|
|
|
1
|
|
|
|
-
|
|
Common stock, 70,000,000 shares authorized, $0.001 par value, 16,385,000 and 14,785,000 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively
|
|
|
16,385
|
|
|
|
14,785
|
|
Additional paid-in capital
|
|
|
396,564
|
|
|
|
48,832
|
|
Accumulated deficit
|
|
|
(473,109
|
)
|
|
|
(209,623
|
)
|
|
|
|
|
|
|
|
|
|
Total Stockholders’ Deficit
|
|
|
(60,159
|
)
|
|
|
(146,006
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Deficit
|
|
$
|
418,496
|
|
|
$
|
340,344
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
|
Reliant Holdings, Inc. and Subsidiary
|
Consolidated Statements of Operations
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months ended
|
|
|
For the Six Months ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
807,463
|
|
|
$
|
333,671
|
|
|
$
|
1,390,524
|
|
|
$
|
825,978
|
|
Cost of goods sold
|
|
|
(498,860
|
)
|
|
|
(231,816
|
)
|
|
|
(971,365
|
)
|
|
|
(566,999
|
)
|
Gross margin
|
|
|
308,603
|
|
|
|
101,855
|
|
|
|
419,159
|
|
|
|
258,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
217,890
|
|
|
|
148,484
|
|
|
|
733,735
|
|
|
|
637,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
(217,890
|
)
|
|
|
(148,484
|
)
|
|
|
(733,735
|
)
|
|
|
(637,349
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
90,713
|
|
|
|
(46,629
|
)
|
|
|
(314,576
|
)
|
|
|
(378,370
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
6
|
|
|
|
-
|
|
|
|
6
|
|
|
|
22
|
|
Interest expense
|
|
|
(90
|
)
|
|
|
(423
|
)
|
|
|
(493
|
)
|
|
|
(542
|
)
|
Gain on forgiveness of debt
|
|
|
51,577
|
|
|
|
-
|
|
|
|
51,577
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense)
|
|
|
51,493
|
|
|
|
(423
|
)
|
|
|
51,090
|
|
|
|
(520
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) before income taxes
|
|
|
142,206
|
|
|
|
(47,052
|
)
|
|
|
(263,486
|
)
|
|
|
(378,890
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income tax
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
142,206
|
|
|
$
|
(47,052
|
)
|
|
$
|
(263,486
|
)
|
|
$
|
(378,890
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share – basic and diluted
|
|
$
|
0.01
|
|
|
$
|
(0.00
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
16,185,000
|
|
|
|
14,585,000
|
|
|
|
15,953,889
|
|
|
|
14,585,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
|
Reliant Holdings, Inc. and Subsidiaries
|
Consolidated Statements of Stockholders’ Deficit
|
For the Six Months ended June 30, 2021 and 2020
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Additional Paid in
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Par Value
|
|
|
Shares
|
|
|
Par Value
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2020
|
|
|
-
|
|
|
$
|
-
|
|
|
|
14,785,000
|
|
|
$
|
14,785
|
|
|
$
|
48,832
|
|
|
$
|
(209,623
|
)
|
|
$
|
(146,006
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
1,600,000
|
|
|
|
1,600
|
|
|
|
335,400
|
|
|
|
-
|
|
|
|
337,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(405,692
|
)
|
|
|
(405,692
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance March 31, 2021
|
|
|
-
|
|
|
|
-
|
|
|
|
16,385,000
|
|
|
|
16,385
|
|
|
|
384,232
|
|
|
|
(615,315
|
)
|
|
|
(214,698
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
11,333
|
|
|
|
-
|
|
|
|
11,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Shares issued for Compensation
|
|
|
1,000
|
|
|
|
1
|
|
|
|
-
|
|
|
|
-
|
|
|
|
999
|
|
|
|
-
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
142,206
|
|
|
|
142,206
|
|
Balance June 30, 2021
|
|
|
1,000
|
|
|
$
|
1
|
|
|
|
16,385,000
|
|
|
$
|
16,385
|
|
|
$
|
396,564
|
|
|
$
|
(473,109
|
)
|
|
$
|
(60,159
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2019
|
|
|
-
|
|
|
$
|
-
|
|
|
|
14,585,000
|
|
|
$
|
14,585
|
|
|
$
|
43,365
|
|
|
$
|
96,445
|
|
|
$
|
154,395
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(331,838
|
)
|
|
|
(331,838
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance March 31, 2020
|
|
|
-
|
|
|
|
-
|
|
|
|
14,585,000
|
|
|
|
14,585
|
|
|
|
43,365
|
|
|
|
(235,393
|
)
|
|
|
(177,443
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(47,052
|
)
|
|
|
(47,052
|
)
|
Balance June 30, 2020
|
|
|
-
|
|
|
$
|
-
|
|
|
|
14,585,000
|
|
|
$
|
14,585
|
|
|
$
|
43,365
|
|
|
$
|
(282,445
|
)
|
|
$
|
(224,495
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
|
Reliant Holdings, Inc. and Subsidiary
|
Consolidated Statements of Cash Flows
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
For the Six Months ended
|
|
|
|
June 30,
|
|
|
|
2021
|
|
|
2020
|
|
Operating Activities
|
|
|
|
|
|
|
Net loss
|
|
$
|
(263,486
|
)
|
|
$
|
(378,890
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
349,333
|
|
|
|
-
|
|
Depreciation
|
|
|
4,680
|
|
|
|
7,521
|
|
Gain on forgiveness of debt
|
|
|
(51,577
|
)
|
|
|
-
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
2,119
|
|
|
|
(57,000
|
)
|
Contract assets
|
|
|
50,782
|
|
|
|
(12,847
|
)
|
House and real estate inventory
|
|
|
(11,523
|
)
|
|
|
(16,024
|
)
|
Prepaid and other current assets
|
|
|
562
|
|
|
|
-
|
|
Contract liabilities
|
|
|
86,607
|
|
|
|
95,555
|
|
Accounts payable and accrued liabilities
|
|
|
(38,089
|
)
|
|
|
339,306
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
129,408
|
|
|
|
(22,379
|
)
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
-
|
|
|
|
(11,000
|
)
|
Net cash used in financing activities
|
|
|
-
|
|
|
|
(11,000
|
)
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
Proceeds from notes payable
|
|
|
-
|
|
|
|
51,113
|
|
Payments on note payable
|
|
|
(4,636
|
)
|
|
|
(2,875
|
)
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(4,636
|
)
|
|
|
48,238
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
|
124,772
|
|
|
|
14,859
|
|
Cash - beginning of period
|
|
|
192,567
|
|
|
|
280,680
|
|
Cash - end of period
|
|
$
|
317,339
|
|
|
$
|
295,539
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
493
|
|
|
$
|
368
|
|
Income taxes paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Non-cash Disclosures
|
|
|
|
|
|
|
|
|
Purchase of equipment with note payable
|
|
$
|
-
|
|
|
$
|
35,802
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
|
Reliant Holdings, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
For the Three and Six Months ended June 30, 2021 and 2020
(unaudited)
Note 1. The Company and Summary of Significant Accounting Policies
The Company
Reliant Holdings, Inc. (the “Company”) was formed as a Nevada corporation on May 19, 2014. On May 23, 2014, Reliant Holdings, Inc., along with Reliant Pools, Inc., formerly Reliant Pools, G.P., which was formed in September 2013 (“Reliant Pools”) and the shareholders of Reliant Pools, entered into an Agreement for the Exchange of common stock whereby Reliant Pools, Inc. became a wholly-owned subsidiary of Reliant Holdings, Inc. Reliant Holdings, Inc. designs, and installs swimming pools. On October 10, 2018, the Company incorporated a new wholly-owned subsidiary in Texas, Reliant Custom Homes, Inc. During the third quarter of 2019, the Company purchased land on which it intends to construct a custom home. The Company is headquartered in Austin, Texas.
Basis of Presentation
The financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
The consolidated financial statements and related disclosures as of June 30, 2021 are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. In our opinion, these unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These unaudited financial statements should be read in conjunction with the audited financial statements of the Company for the years ended December 31, 2020 and 2019 included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full year ended December 31, 2021.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.
Going Concern
The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company’s continuation as a going concern is dependent upon its ability to generate revenues to sustain its current level of operations. Management believes in their ability to generate revenues to fund its current level of operation. During the six months ended June 30, 2021, the Company had a net loss and a working capital deficit. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management cannot be certain that such events can be achieved.
Revenue Recognition – Home and Land
Home sale revenues - Home sale revenues and related profit are generally recognized when title to and possession of the home are transferred to the buyer at the home closing date. Our performance obligation to deliver the agreed-upon home is generally satisfied at the home closing date. Home sale contract assets consist of cash from home closings held in escrow for our benefit, typically for less than five days, which are considered deposits in-transit and classified as cash. Contract liabilities, include customer deposit liabilities related to homes sold but not yet delivered to buyers, totaled $0 at June 30, 2021 and December 31, 2020, related to Home and Land revenue. Substantially all of our home sales are scheduled to close and be recorded to revenue within one year from the date of receiving a customer deposit.
Land sale revenues - We periodically elect to sell parcels of land to third parties in the event such assets no longer fit into our strategic operating plans or are zoned for commercial or other development. Land sales are generally outright sales of specified land parcels with cash consideration due on the closing date, which is generally when performance obligations are satisfied.
Home and Real Estate Inventory
Inventory is stated at cost unless the carrying value is determined to not be recoverable, in which case the affected inventory is written down to fair value. Cost includes land acquisition, land development, and home construction costs, including interest, real estate taxes, and certain direct and indirect overhead costs related to development and construction. The specific identification method is used to accumulate home construction costs.
We capitalize interest cost into homebuilding inventories. Interest expense is allocated over the period based on the timing of home closings.
Cost of revenues includes the construction cost, average lot cost, estimated warranty costs, and closing costs applicable to the home. Sales commissions are classified within selling, general, and administrative expenses. The construction cost of the home includes amounts paid through the closing date of the home, plus an accrual for costs incurred but not yet paid.
We assess the recoverability of our land inventory in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant, and Equipment.” We review our home and real estate inventory for indicators of impairment by property during each reporting period. If indicators of impairment are present for a property, generally, an undiscounted cash flow analysis is prepared in order to determine if the carrying value of the assets in that community exceeds the undiscounted cash flows. Generally, if the carrying value of the assets exceeds their estimated undiscounted cash flows, the assets are potentially impaired, requiring a fair value analysis. Our determination of fair value is primarily based on a discounted cash flow model which includes projections and estimates relating to sales prices, construction costs, sales pace, and other factors. However, fair value can be determined through other methods, such as appraisals, contractual purchase offers, and other third-party opinions of value. Changes in these expectations may lead to a change in the outcome of our impairment analysis, and actual results may also differ from our assumptions. For the six months ended June 30, 2021 and 2020, we recorded $0 of impairment charges.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income taxes and liabilities are determined based on the difference between financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Loss Per Share
In accordance with accounting guidance now codified as ASC Topic 260, ”Earnings (Loss) per Share,” basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted earnings loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. There were no dilutive shares outstanding during the six months ended June 30, 2021 and 2020.
Recent Accounting Pronouncements
The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.
COVID-19
A novel strain of coronavirus (“COVID-19”) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations, workforce and markets served. While the Company has to date, not suffered any negative effects of COVID-19, the governmental response thereto, or any declines in demand for the Company’s services, the full extent of the COVID-19 outbreak and the ultimate impact on the Company’s operations is uncertain. A prolonged disruption could have a material adverse impact on financial results and business operations of the Company.
Note 2. Accounts Receivable
Accounts receivable consisted of the following:
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
Contract receivables
|
|
$
|
3,000
|
|
|
$
|
5,119
|
|
Less: Allowance for doubtful accounts
|
|
|
-
|
|
|
|
-
|
|
Accounts receivable, net
|
|
$
|
3,000
|
|
|
$
|
5,119
|
|
The Company recognized no bad debt expense during the six months ended June 30, 2021 and 2020.
Note 3. Contracts in Process
The net asset (liability) position for contracts in process consisted of the following:
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
Costs on uncompleted contracts
|
|
$
|
533,834
|
|
|
$
|
441,589
|
|
Estimated earnings
|
|
|
313,521
|
|
|
|
217,499
|
|
|
|
|
847,355
|
|
|
|
659,088
|
|
Less: Progress billings
|
|
|
1,182,390
|
|
|
|
856,734
|
|
Contract liabilities, net
|
|
$
|
(335,035
|
)
|
|
$
|
(197,646
|
)
|
The net asset (liability) position for contracts in process is included in the accompanying consolidated balance sheets as follows:
|
|
June 30,
2021
|
|
|
December 31,
2020
|
|
Costs and estimated earnings in excess of billings on uncompleted contracts
|
|
$
|
18,728
|
|
|
$
|
69,510
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
|
|
(353,763
|
)
|
|
|
(267,156
|
)
|
Contract liabilities
|
|
$
|
(335,035
|
)
|
|
$
|
(197,646
|
)
|
Note 4. Concentration of Risk
The Company had gross revenue of $1,390,524 and $825,978 for the six months ended June 30, 2021 and 2020, respectively.
The Company had three customers representing more than 10% of gross revenue, and combined 32% of revenue for the six months ended June 30, 2021. The Company had five customers representing more than 10% of gross revenue and combined 75% of revenue for the six months ended June 30, 2020.
Note 5. Equity
On December 4, 2020, the Company entered into an investor relations agreement and issued a total of 200,000 shares of restricted common stock in exchange for a six-month service period. The stock was valued at $34,000 at the date of grant and was recognized over the service period. During the six months ended June 30, 2021, the Company recognized $28,333 of expense related to these shares.
On January 27, 2021, the Company issued700,000 shares of restricted common stock to Elijah May, its 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. During the six months ended June 30, 2021, the Company recognized $320,000 of expense related to these shares.
On June 15, 2021, the Company issued 1,000 shares of its newly designated shares of Series A Preferred Stock to Elijah May, the Company’s Chief Executive Officer and sole director in consideration for services rendered and to be rendered to the Company. Such shares of Series A Preferred Stock vote in aggregate fifty-one percent (51%) of the total vote on all shareholder matters, voting separately as a class. Notwithstanding such voting rights, no change in control of the Company was deemed to have occurred in connection with the issuance since Mr. May controls the vote of 59.1% of the Company’s outstanding common stock and therefore controlled the Company prior to such issuance. The holder of the Series A Preferred Stock is not entitled to receive dividends, has no liquidation preference and no conversion rights. With the unanimous consent or approval of the board members, the Company have the option at its sole discretion to redeem any and all outstanding shares of Series A Preferred Stock for $1.00 per share.
Note 6. Commitments and Contingencies
The Company leases approximately 1,000 square feet of office space in Austin, Texas. The Company extended the office space lease from October 1, 2020 through September 30, 2021 for a rental rate of $1,850 per month. Lease expense was $11,650 and $11,595 for the six months ended June 30, 2021 and 2020, respectively.
On December 21, 2018, a former client, Brian Moats filed an Original Petition naming Reliant Pools as a defendant in a suit filed in the County Court at Law No. 2 for Travis County, Texas (Cause No. C-1-CV-18-012062). The suit alleged that the Company failed to install a French drain under the pool as required by the terms of the contract, alleged causes of action of breach of express warranty and breach of contract and sought damages of between $100,000 and $200,000. We denied Mr. Moats’ claims. In October 2020, Reliant Pools entered into a memorandum setting forth the proposed terms of a settlement with Mr. Moats. The settlement agreement terms, provide for Reliant Pools to pay Mr. Moats an aggregate of $145,000 (with $40,000 paid on October 30, 2020, $25,000 paid on December 4, 2020, and additional tranches of funds due from January 1, 2021 to March 1, 2022); the entry into an agreed judgment (which may be plead by Mr. Moats if we default in any payment); the provision of a security interest over our accounts receivable to secure amounts due to Mr. Moats; a non-suit of the lawsuit and our agreement to honor a prior warranty on Mr. Moats’ pool.
During the six months ended June 30, 2021, the Company paid Mr. Moats $45,000, pursuant to the settlement agreement, leaving $35,000 in accrued liabilities related to the above pending lawsuit with Mr. Moats.
Note 7. Note Payable
|
|
June 30,
2021
|
|
|
December 31,
2020
|
|
Term note with a bank secured by car, payable in monthly installments of $660, including interest at 3.99% through February 27, 2025
|
|
$
|
24,434
|
|
|
$
|
29,070
|
|
|
|
|
|
|
|
|
|
|
Paycheck Protection Program
|
|
|
-
|
|
|
|
51,113
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
|
24,434
|
|
|
|
80,183
|
|
Less: current portion
|
|
|
(7,074
|
)
|
|
|
(6,875
|
)
|
Long-term debt net of current portion
|
|
$
|
17,360
|
|
|
$
|
73,308
|
|
On April 28, 2020, the Company secured a construction loan to be used to develop the land purchased in the third quarter of 2019. The loan is for $221,000, bears interest at the rate of 6.25% and is repayable one year after issuance. As of June 30, 2021, no proceeds have been drawn on this instrument. The loan renewed and has been extended through October 28, 2021.
On May 7, 2020, the Company received $51,113 of proceeds from the Small Business Administration’s Paycheck Protection Program (“PPP Loan”). The funds will be subject to repayment and a 1% interest rate if not forgiven in accordance with the program. During the year ended December 31, 2020, the Company applied for loan forgiveness under the provisions of Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The forgiveness application was reviewed by both the lending bank and SBA. 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.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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, 2020, filed with the Securities and Exchange Commission on March 31, 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 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.
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. Discussion of our business and overall analysis of financial and other highlights affecting us, to provide context for the remainder of MD&A.
|
|
|
|
|
●
|
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 six months ended June 30, 2021 and 2020.
|
|
|
|
|
●
|
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. 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.
Custom Homes
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, and has purchased land located in Lago Vista, Texas, in the Texas Hill Country, outside of Austin, Texas, on which it intends to construct 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. As of the date of this Report, the Company has cleared the lot where the home will be built and has recently received permits, however the Company has not yet drawn any proceeds on the loan or began construction. The loan renewed and has been extended through October 28, 2021.
The construction of our planned custom home is anticipated to be conducted under the supervision of an on-site construction manager. Substantially all of our construction work is planned 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 plan to market our custom home services around the end of the third quarter of fiscal 2021. The Company is working to have easements released on the property and anticipates pouring the foundation within the next 30 days.
Novel Coronavirus (COVID-19)
In December 2019, a novel strain of coronavirus, which causes the infectious disease known as COVID-19, was reported in Wuhan, China. The World Health Organization declared COVID-19 a “Public Health Emergency of International Concern” on January 30, 2020 and a global pandemic on March 11, 2020. In March and April 2020, many U.S. states and local jurisdictions, including Travis, County, Texas, where the Company has its operations, began issuing ‘stay-at-home’ orders, which have mostly expired to date. Notwithstanding such ‘stay-at-home’ and similar orders, the Company has actually seen an increase in demand for new pools during the pandemic. The Company believes that this is because homeowners are spending more time at home and possibly because they have more disposable income due to the unavailability of other entertainment choices and travel requirements. However, the full extent of the impact of COVID-19 on our business and operations currently cannot be estimated and will depend on a number of factors including the scope and duration of the global pandemic. For example, it is possible that the current outbreak or continued spread of COVID-19, will cause a global recession, which will result in a decrease in the demand for our services, or future ‘stay-at-home’ orders will prevent us from engaging new clients or completing pool builds then in progress. Additionally, the Company has had issues with sub-contractors coming down with COVID-19 which has caused construction delays and has further seen delays in permitting caused by COVID-19 issues. Furthermore, there is a risk related to permitting taking longer and risk related to labor and equipment shortages. Notwithstanding the above, the demand for pools remains high in Austin and surrounding areas.
Future impacts of the coronavirus and the government’s response to such virus, including declines in spending of disposable income and potential future recessions, cannot be predicted at this time and may result in negative impacts on our operating results, cash flow and prospects, all of which may cause the value of our securities to decline in value.
Currently we believe that we have sufficient cash on hand and will generate sufficient cash through operations to support our operations for the foreseeable future, however, we will continue to evaluate our business operations based on new information as it becomes available and will make changes that we consider necessary in light of any new developments regarding the pandemic.
The pandemic is developing rapidly and the full extent to which COVID-19 will ultimately impact us depends on future developments, including the duration and spread of the virus, virus mutations, and the number of persons who are willing to get vaccinated, as well as potential seasonality of new outbreaks.
Plan of Operations
We had a working capital deficit of $76,341 as of June 30, 2021. 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 which we intend to construct a custom home on 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 February 2022. We are unclear whether the current demand for pools will continue, if and when, individuals begin working from their offices again. Notwithstanding that, we are currently experiencing delays in obtaining required equipment to start up all the pools we have finished, as equipment is currently being rationed by sellers due to increased demand as a result of the need to replace equipment which was damaged due to the unprecedented 2021 winter storms which affected the Austin area, and the overall increase in new pool builds, which is also being negatively affected by manufacturing and shipping delays due to COVID-19. We are also experiencing delays as subcontractors come down with COVID-19. 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.
Results of Operations
For the Three Months Ended June 30, 2021 Compared to the Three Months Ended June 30, 2020
We had revenue of $807,463 for the three months ended June 30, 2021, compared to revenue of $333,671 for the three months ended June 30, 2020, an increase of $473,792 or 142% 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. As discussed above, 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 $498,860 for the three months ended June 30, 2021, compared to cost of goods sold of $231,816 for the three months ended June 30, 2020, an increase of $267,044 or 115% from the prior period.
Cost of goods sold increased mainly due to an increase in pool equipment, gunite and labor costs, due to the increased demand we are seeing for such items due to the overall increase in demand for pools in the Austin, Texas area, as well as shortages of labor and increases in labor costs (due to COVID-19 and the overall increase in demand) and both shortages in, and increases in the cost of, equipment, as discussed in greater detail above. 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 June 30, 2021 were higher than for the three months ended June 30, 2020, due to an increase in the number of pools we are building. The expenses which attributed to the increase in cost of goods sold for the three months ended June 30, 2021, compared to the three months ended June 30, 2020, included:
|
|
For the Three
|
|
|
For the Three
|
|
|
|
|
|
|
|
|
|
Months Ended
|
|
|
Months Ended
|
|
|
|
|
|
|
|
|
Cost of Goods Sold Expense
|
|
June 30,
2021
|
|
|
June 30,
2020
|
|
|
Increase / (Decrease)
|
|
|
|
Percentage Change
|
|
Cost of decking
|
|
$
|
53,110
|
|
|
$
|
33,026
|
|
|
$
|
20,084
|
|
|
|
60.8
|
%
|
Plaster used in the construction of pools
|
|
|
17,899
|
|
|
|
16,594
|
|
|
|
1,305
|
|
|
|
7.9
|
%
|
Gunite used in the construction of pools
|
|
|
82,769
|
|
|
|
31,341
|
|
|
|
51,428
|
|
|
|
164.1
|
%
|
Pool equipment used to filter and circulate the water used in our pools
|
|
|
88,239
|
|
|
|
25,183
|
|
|
|
63,056
|
|
|
|
250.4
|
%
|
Masonry, stone and tile installed in and around our pools and coping expenses associated therewith
|
|
|
44,021
|
|
|
|
28,141
|
|
|
|
15,880
|
|
|
|
56.4
|
%
|
Excavation and steel expenses
|
|
|
81,829
|
|
|
|
54,851
|
|
|
|
26,978
|
|
|
|
49.2
|
%
|
Other, including labor
|
|
|
130,993
|
|
|
|
42,680
|
|
|
|
88,313
|
|
|
|
206.9
|
%
|
Total
|
|
$
|
498,860
|
|
|
$
|
231,816
|
|
|
$
|
267,044
|
|
|
|
115.2
|
%
|
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 $308,603 for the three months ended June 30, 2021, compared to a gross margin of $101,855 for the three months ended June 30, 2020, an increase of $206,748 or 203% from the prior period due to the reasons described above. Gross margin as a percentage of revenue was 38.2% and 30.5% for the three months ended June 30, 2021 and 2020, respectively. Gross margin as a percentage of revenue increased due to the recent completion of larger more profitable pools.
We had operating expenses consisting solely of general and administrative expenses of $217,890 for the three months ended June 30, 2021 (including $12,333 of stock-based expenses described below under “Liquidity and Capital Resources”), compared to operating expenses consisting solely of general and administrative expenses of $148,484 for the three months ended June 30, 2020. Operating expenses increased by $69,406 or 47% from the prior period mainly due to the increase in the size of the business. General and administrative expenses include the salaries of our employees, commissions and the fees paid to contract employees.
We had interest income of $6 for the three months ended June 30, 2021, compared to interest income of $0 for the three months ended June 30, 2020. Interest income was in connection with interest generated by funds the Company maintained in its savings account.
We had interest expense of $90 and $423, for the three months ended June 30, 2021 and 2020, respectively, due to interest paid in connection with the purchase of a car used by our Chief Executive Officer, as described in greater detail under “Liquidity and Capital Resources” below.
We had a gain on forgiveness of debt of $51,577 for the three months ended June 30, 2021, compared to no gain or loss on the forgiveness of debt for the three months ended June 30, 2020. The gain on forgiveness of debt for the three months ended June 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 $142,206 for the three months ended June 30, 2021, compared to a net loss of $47,052 for the three months ended June 30, 2020, an increase in net income of $189,258 or 402%, mainly due to the $473,792 or 142% increase in revenue, and the $51,577 non-cash gain on forgiveness of debt, offset by the $267,044 or 115% increase in cost of goods sold, each as described above.
For the Six Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020
We had revenue of $1,390,524 for the six months ended June 30, 2021, compared to revenue of $825,978 for the six months ended June 30, 2020, an increase of $564,546 or 68% 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. As discussed above, 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 have also seen an increase in pool costs of approximately 20% compared to last year, due to increases in the costs of materials (described in greater detail below), which increases we have passed on to our customers to the extent possible.
We had cost of goods sold of $971,365 for the six months ended June 30, 2021, compared to cost of goods sold of $566,999 for the six months ended June 30, 2020, an increase of $404,366 or 71% from the prior period.
Cost of goods sold increased mainly due to an increase in pool equipment, excavation costs and labor due to the increased demand we are seeing for such items due to the overall increase in demand for pools in the Austin, Texas area, as well as shortages of labor and increases in labor costs (due to COVID-19 and the overall increase in demand) and both shortages in, and increases in the cost of, equipment, as discussed in greater detail above. 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. The expenses which attributed to the increase in cost of goods sold for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, included:
|
|
For the Six
|
|
|
For the Six
|
|
|
|
|
|
|
|
|
|
Months Ended
|
|
|
Months Ended
|
|
|
|
|
|
|
|
Cost of Goods Sold Expense
|
|
June 30,
2021
|
|
|
June 30, 2
020
|
|
|
Increase / (Decrease)
|
|
|
|
Percentage
Change
|
|
Cost of decking
|
|
$
|
102,855
|
|
|
$
|
90,442
|
|
|
$
|
12,413
|
|
|
|
13.7
|
%
|
Plaster used in the construction of pools
|
|
|
50,758
|
|
|
|
51,671
|
|
|
|
(913
|
)
|
|
|
-1.8
|
%
|
Gunite used in the construction of pools
|
|
|
130,949
|
|
|
|
67,820
|
|
|
|
63,129
|
|
|
|
93.1
|
%
|
Pool equipment used to filter and circulate the water used in our pools
|
|
|
145,474
|
|
|
|
70,873
|
|
|
|
74,601
|
|
|
|
105.3
|
%
|
Masonry, stone and tile installed in and around our pools and coping expenses associated therewith
|
|
|
114,443
|
|
|
|
77,929
|
|
|
|
36,514
|
|
|
|
46.9
|
%
|
Excavation and steel expenses
|
|
|
164,597
|
|
|
|
77,297
|
|
|
|
87,300
|
|
|
|
112.9
|
%
|
Other, including labor
|
|
|
262,289
|
|
|
|
130,967
|
|
|
|
131,322
|
|
|
|
100.3
|
%
|
Total
|
|
$
|
971,365
|
|
|
$
|
566,999
|
|
|
$
|
404,366
|
|
|
|
71.3
|
%
|
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 $419,159 for the six months ended June 30, 2021, compared to a gross margin of $258,979 for the six months ended June 30, 2020, a decrease of $160,180 or 62% from the prior period due to the reasons described above. Gross margin as a percentage of revenue was 30.1% and 31.4% for the six months ended June 30, 2021 and 2020, respectively.
We had operating expenses consisting solely of general and administrative expenses of $733,735 for the six months ended June 30, 2021 (including $349,333 of stock-based expenses described below under “Liquidity and Capital Resources”), compared to operating expenses consisting solely of general and administrative expenses of $637,349 for the six months ended June 30, 2020. Operating expenses increased by $96,386 or 15% from the prior period mainly due to an increase in stock-based compensation, payroll expense and professional fees offset with a decrease in lawsuit settlement expense. General and administrative expenses include the salaries of our employees, commissions and the fees paid to contract employees.
We had interest income of $6 for the six months ended June 30, 2021, compared to interest income of $22 for the six months ended June 30, 2020. Interest income was in connection with interest generated by funds the Company maintained in its savings account.
We had interest expense of $493 and $542, for the six months ended June 30, 2021 and 2020, respectively, due to interest paid in connection with the purchase of a car used by our Chief Executive Officer, as described in greater detail under “Liquidity and Capital Resources” below.
We had a gain on forgiveness of debt of $51,577 for the six months ended June 30, 2021, compared to no gain or loss on the forgiveness of debt for the six months ended June 30, 2020. The gain on forgiveness of debt for the six months ended June 30, 2021, was in connection with the forgiveness of the PPP Note as discussed below under “Liquidity and Capital Resources”.
We had net loss of $263,486 for the six months ended June 30, 2021, compared to a net loss of $378,890 for the six months ended June 30, 2020, an increase in net loss of $115,404 or 30%, mainly due to the increase in cost of goods sold and increase in general and administrative expenses, offset by the increase in revenues and the non-cash gain on forgiveness of debt, each as described above.
Liquidity and Capital Resources
We had total assets of $418,496 as of June 30, 2021, consisting of total current assets of $384,954, which included cash of $317,339, house and real estate inventory of $45,471, federal income tax receivable of $416, contract assets of $18,728, and accounts receivable of $3,000 and equipment, net of accumulated depreciation, of $33,542. Federal income tax receivable relates to a 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 years ended December 31, 2016, 2017, 2018, 2019 or 2020, due to the utilization of a net loss carryforward and application of prepaid taxes. Included in house and real estate inventory as of June 30, 2021 is the value of the land which the Company acquired in the third quarter of 2019, which it plans to build a custom home on. Equipment relates to the vehicle discussed below. Contract assets include estimated earnings in excess of billings on uncompleted contracts. The Company is working to have easements released on the property and anticipates pouring the foundation within the next 30 days.
We had total liabilities of $478,655 as of June 30, 2021, which included current liabilities of $461,295, including accounts payable and accrued liabilities of $100,458 (which included accrued lawsuit settlements of $35,000), contract liabilities, relating to billings in excess of costs and estimated earnings on uncompleted jobs of $353,763, and current portion of note payable of $7,074, and long-term liabilities consisting of a long-term note payable, net of current portion of $17,360 relating to a vehicle (discussed below) and the PPP Note discussed below. The $35,000 of accrued lawsuit settlements represents amounts accrued in connection with the lawsuits described in greater detail under “Note 6. Commitments and Contingencies” in the Notes to Consolidated Financial Statements included above. Long term note payable, net of current portion, decreased by $55,948 from December 31, 2020, mainly due to the forgiveness of the Note, as discussed below.
On February 11, 2020, we purchased a Hyundai Genesis G80 for use by Mr. Elijah May, our Chief Executive Officer. 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 is repayable on April 28, 2021. As of June 30, 2021, and through the date of this filing, no amount had been advanced on the loan. The loan renewed and has been extended through October 28, 2021.
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 a working capital deficit of $76,341 as of June 30, 2021, compared to a working capital deficit of $110,920 as of December 31, 2020.
We had $129,408 of net cash provided by operating activities for the six months ended June 30, 2021, which was mainly due to an increase of 86,607 in contract liabilities and $349,333 of stock-based compensation, offset by $263,486 of net loss and $51,577 of gain on forgiveness of debt in connection with the forgiveness of the PPP Note. We had $22,379 of net cash used in operating activities for the six months ended June 30, 2020, due mainly to net loss of $378,890 and an increase of $57,000 in accounts receivable, offset by $339,306 of increase in accounts payable and accrued expenses. Stock based compensation includes the issuance, on January 27, 2021, of 700,000 shares of restricted common stock to Elijah May, its 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. Also, on December 4, 2020, the Company entered into an investor relations agreement and issued a total of 200,000 shares of restricted common stock in exchange for a six-month service period. The stock was valued at $34,000 at the date of grant and will be recognized over the service period. The Company also issued Mr. May in June 2021, 1,000 shares of Series A Preferred Stock, in consideration for services rendered (which shares, voting as a class, but together will all other voting shares of the Company, vote 51% of the total shareholder vote on all shareholder matters), which were valued at $1,000. During the six months ended June 30, 2021, the Company recognized $1,000 of stock-based expense related to these shares.
We had $11,000 of net cash used in investing activities for the six months ended June 30, 2020, which was solely due to the down payment on the vehicle purchase described above.
We had $4,636 of net cash used in financing activities for the six months ended June 30, 2021, which was due to payments on our vehicle loan. We had $48,238 of cash provided by financing activities for the six months ended June 30, 2020, which was due to the PPP Note proceeds, less payments on our vehicle loan.
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 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 2020 Annual Report, describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements.