Reliability Incorporated completed the acquisition of assets of Intelligent Quality Solutions, Inc.
December 30, 2019
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Reliability Incorporated (OTCPK:RLBY) entered into an asset purchase agreement to acquire assets of Intelligent Quality Solutions, Inc. for $1.4 million on November 20, 2019. Reliability agreed to pay Intelligent Quality Solutions in exchange for the transferred assets, an amount equal to 4.5 times the trailing twelve months (“TTM”) of EBITDA generated by the transferred assets as of the month end prior to the closing date, or October 31, 2019, reduced by a working capital shortfall adjustment, if any, as further described in the purchase agreement. The purchase price may be increased or decreased, depending upon the valuation of the TTM EBITDA as confirmed by an independent valuation expert, and an appraisal of the transferred assets, as determined by the same independent valuation expert. Pursuant to the purchase agreement, Reliability will not assume any liabilities, other than liabilities arising after the date execution of the purchase agreement in connection with any of the transferred assets, including but not limited to accounts payable applicable to cost of revenue. The transaction’s due diligence has already been completed. The transaction is subject to consents from government agencies and third parties required. The closing of the acquisition is scheduled for December 5, 2019. The purchase price will be applied at closing to reduce the existing debt owed by Vivos Holdings, LLC, parent of Intelligent Quality Solutions, Inc. to Reliability Incorporated. Michael R. Geroe of Legal & Compliance, LLC acted as legal advisor to Reliability Incorporated.
Reliability Incorporated (OTCPK:RLBY) completed the acquisition of assets of Intelligent Quality Solutions, Inc. on December 1, 2019.
Reliability Incorporated provides workforce solutions to its clients consisting primarily of employer of record (EOR) services, recruiting and staffing, and video and multimedia production. The Company operates through its wholly owned subsidiary, The Maslow Media Group, Inc. (Maslow). The EOR segment provides media field talent to a host of large corporate customers in all 50 states. The Recruiting and Staffing segment provides skilled Media and information technology (IT) field talent on a nationwide basis for customers in a myriad of industries. The Direct Hire segment fulfills direct placement requests by Maslow clients for a variety of posts, including administrative, media, and IT professionals. The Video and Multimedia Production segment provides script to screen services for corporate, government and non-profit clients, globally. Its clients are in diverse industries, including media, financial services, including banking, medical devices, pharmaceuticals, and others.