Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ending August 31, 2013
o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to __________________
Commission File No. 0-29373
![](seylogo.jpg)
Seychelle Environmental Technologies, Inc.
(Exact Name of registrant as specified in its charter)
Nevada
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33-0836954
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(State or other jurisdiction Of incorporation)
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(IRS Employer File Number)
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32963 Calle Perfecto
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||
San Juan Capistrano, California
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92675
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(Address of principal executive offices)
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(zip code)
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(949) 234-1999
(Registrant's telephone number, including area code)
Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes o No þ
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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þ
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No þ
The number of shares outstanding of the Registrant's common stock, as of October 8, 2013 was 25,853,646.
References in this document to "us," "we," “Seychelle,” “SYEV,” or "the Company" refer to Seychelle Environmental Technologies, Inc., its predecessor and its subsidiaries.
FORM 10-Q
Securities and Exchange Commission
Washington, D.C. 20549
Seychelle Environmental Technologies, Inc.
TABLE OF CONTENTS
Page
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|||||
PART I FINANCIAL INFORMATION
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|||||
Item 1.
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Financial Statements
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3
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Condensed Consolidated Balance Sheets
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3
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||||
Condensed Consolidated Statements of Operations
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4
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Condensed Consolidated Statements of Cash Flows
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6
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Notes to Condensed Consolidated Financial Statements
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7
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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10
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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14
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Item 4.
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Controls and Procedures
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14
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Item 4T.
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Controls and Procedures
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14
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PART II OTHER INFORMATION
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|||||
Item 1.
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Legal Proceedings
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15
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Item 1A.
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Risk Factors
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15
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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15
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Item 3.
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Defaults Upon Senior Securities
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15
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Item 4.
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Submission of Matters to a Vote of Security Holders
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15
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Item 5.
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Other Information
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15
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Item 6.
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Exhibits
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16
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Signatures
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17
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2
PART I
ITEM 1. FINANCIAL STATEMENTS
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
August 31, 2013
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February 28, 2013
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|||||||
(Unaudited)
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(Audited)
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|||||||
ASSETS
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||||||||
Current assets:
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||||||||
Cash and cash equivalents
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$
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2,845,422
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$
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2,234,545
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||||
Accounts receivable, net of allowance for doubtful accounts and sales returns
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||||||||
of $14,500 and $114,591, respectively
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335,390
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641,635
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||||||
Inventory, net
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650,701
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464,998
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||||||
Deferred tax assets
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463,942
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463,942
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||||||
Prepaid expenses, deposits and other current assets
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122,436
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125,080
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||||||
Total current assets
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4,417,891
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3,930,200
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||||||
Property and equipment, net
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173,205
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179,876
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||||||
Intangible assets, net
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5,965
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4,995
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||||||
Deferred tax assets
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257,392
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257,392
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||||||
Other assets
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8,514
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8,514
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||||||
Total assets
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$
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4,862,967
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$
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4,380,977
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||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
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$
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105,018
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$
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157,253
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||||
Customer deposits
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283,772
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371,327
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||||||
Income taxes payable
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162,182
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-
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||||||
Capital lease obligation
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4,845
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4,581
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||||||
Total current liabilities
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555,817
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533,161
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||||||
Long-term liabilities:
|
||||||||
Capital lease obligation, net of current
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11,456
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14,010
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||||||
Total liabilities
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567,273
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547,171
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||||||
Stockholders' equity:
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||||||||
Preferred stock, 6,000,000 shares authorized, none issued or outstanding
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-
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-
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||||||
Common stock $0.001 par value, 50,000,000 shares authorized, 25,853,646 and 25,833,646
issued and outstanding at August 31, 2013 and February 28, 2013, respectively
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25,854
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25,834
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||||||
Additional paid-in capital
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7,894,012
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7,715,232
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||||||
Accumulated deficit
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(3,624,172
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)
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(3,907,260
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)
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Total stockholders' equity
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4,295,694
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3,833,806
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||||||
Total liabilities and stockholders' equity
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$
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4,862,967
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$
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4,380,977
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See accompanying notes to condensed consolidated financial statements.
3
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended
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||||||||
August 31,
|
||||||||
2013
|
2012
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|||||||
Sales
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$
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1,096,947
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$
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719,810
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||||
Cost of sales
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592,512
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341,552
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||||||
Gross profit
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504,435
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378,258
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||||||
Operating Expenses
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||||||||
Selling, General, and Administrative Expenses
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352,778
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366,262
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||||||
Depreciation and Amortization
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13,675
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11,271
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||||||
Total operating expenses
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366,453
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377,533
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||||||
Income from Operations
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137,982
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725
|
||||||
Other Income (Expense):
|
||||||||
Interest income
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291
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192
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||||||
Interest expense
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(566
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)
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(271
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)
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||||
Other income
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150
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-
|
||||||
Total other income (expense)
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(125
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)
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(79
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)
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||||
Income before provision for income taxes
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137,857
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646
|
||||||
Income tax benefit (expense)
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(55,083
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)
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3,090
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|||||
Net Income
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$
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82,774
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$
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3,736
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||||
BASIC INCOME PER SHARE
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$
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0.00
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$
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0.00
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||||
DILUTED INCOME PER SHARE
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$
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0.00
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$
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0.00
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||||
BASIC WEIGHTED AVERAGE NUMBER OF
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||||||||
SHARES OUTSTANDING
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25,853,646
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25,800,146
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||||||
DILUTED WEIGHTED AVERAGE NUMBER OF
|
||||||||
SHARES OUTSTANDING
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26,571,641
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29,397,367
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See accompanying notes to condensed consolidated financial statements.
4
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Six Months Ended
|
||||||||
August 31,
|
||||||||
2013
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2012
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|||||||
Sales
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$
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2,663,004
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$
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1,617,819
|
||||
Cost of sales
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1,365,826
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929,757
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||||||
Gross profit
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1,297,178
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688,062
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||||||
Operating Expenses
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||||||||
Selling, General, and Administrative Expenses
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849,617
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833,836
|
||||||
Depreciation and Amortization
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26,930
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22,639
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||||||
Total operating expenses
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876,547
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856,475
|
||||||
Income (Loss) from Operations
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420,631
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(168,413
|
)
|
|||||
Other Income (Expense):
|
||||||||
Interest income
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514
|
510
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||||||
Interest expense
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(866
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)
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(694
|
)
|
||||
Other income
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53,681
|
515
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||||||
Total other income
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53,329
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331
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||||||
Income (loss) before provision for income taxes
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473,960
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(168,082
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)
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|||||
Income tax benefit (expense)
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(190,872
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)
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74,378
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|||||
Net Income (Loss)
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$
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283,088
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$
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(93,704
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)
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BASIC INCOME (LOSS) PER SHARE
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$
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0.01
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$
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(0.00
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)
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|||
DILUTED INCOME (LOSS) PER SHARE
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$
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0.01
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$
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(0.00
|
)
|
|||
BASIC WEIGHTED AVERAGE NUMBER OF
|
||||||||
SHARES OUTSTANDING
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25,846,146
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25,800,146
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||||||
DILUTED WEIGHTED AVERAGE NUMBER OF
|
||||||||
SHARES OUTSTANDING
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25,846,146
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25,800,146
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See accompanying notes to condensed consolidated financial statements.
5
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For The Six Months Ended
|
||||||||
August 31,
|
||||||||
2013
|
2012
|
|||||||
OPERATING ACTIVITIES:
|
||||||||
Net income (loss)
|
$
|
283,088
|
$
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(93,704
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
26,930
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22,639
|
||||||
Stock-based compensation
|
178,800
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177,608
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||||||
Gain from sale of property and equipment
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(124
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)
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(517
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)
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||||
Provision for doubtful accounts
|
(100,091
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)
|
-
|
|||||
Increase in inventory reserve
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32,751
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8,513
|
||||||
Changes in operating assets and liabilities:
|
||||||||
(Increase) decrease in accounts receivable
|
406,336
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(202,087
|
)
|
|||||
(Increase) decrease in inventory
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(218,454
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)
|
177,033
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|||||
(Increase) decrease in prepaid expenses, deposits and other assets
|
2,644
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(27,917
|
)
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|||||
Decrease in accounts payable and accrued expenses
|
(52,235
|
)
|
(62,902
|
)
|
||||
Increase in income taxes payable
|
162,182
|
-
|
||||||
Decrease in restricted cash
|
|
|
-
|
|
|
|
146,081
|
|
Decrease in customer deposits
|
|
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(87,555
|
)
|
|
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(23,312
|
)
|
Net Cash Provided By Operating Activities
|
|
|
634,272
|
|
|
|
121,435
|
|
INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(20,931
|
)
|
(26,668
|
)
|
||||
Proceeds from sale of property and equipment
|
|
|
1,250
|
|
|
|
12,000
|
|
Purchase of intangible assets
|
|
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(1,424
|
)
|
|
|
(100
|
)
|
Net Cash Used In Investing Activities
|
|
|
(21,105
|
)
|
|
|
(14,768
|
)
|
FINANCING ACTIVITIES:
|
||||||||
Repayment of capital lease obligation
|
|
|
(2,290
|
)
|
|
|
(1,765
|
)
|
Net Cash Used in Financing Activities
|
|
|
(2,290
|
)
|
|
|
(1,765
|
)
|
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
610,877
|
104,902
|
||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
2,234,545
|
1,148,995
|
||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
2,845,422
|
$
|
1,253,897
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$
|
866
|
$
|
694
|
||||
Income taxes
|
$
|
-
|
$
|
-
|
See accompanying notes to condensed consolidated financial statements.
6
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
NOTE 1: CONDENSED FINANCIAL STATEMENTS
The accompanying condensed consolidated financial statements have been prepared by Seychelle Environmental Technologies, Inc., and subsidiaries (the “Company”) without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at August 31, 2013, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended February 28, 2013. The results of operations for the periods ended August 31, 2013 and 2012 are not necessarily indicative of the operating results for the full fiscal years.
The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the condensed consolidated financial statements and the February 28, 2013 consolidated financials included in the 10-K filed on May 21, 2013.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
NOTE 2: BASIC INCOME (LOSS) PER SHARE
Basic income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during each period presented. Diluted income (loss) per share is determined using the weighted average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method.
The denominator for diluted income (loss) per share for the six-month periods ended August 31, 2013 and 2012 did not include warrants as they would have been anti-dilutive. The denominator for diluted income (loss) per share for the three-month periods ended August 31, 2013 and 2012 is adjusted to include the effect of dilutive common stock equivalents, consisting of warrants totaling 717,995 and 3,597,221 shares, respectively.
7
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
NOTE 3: COMMON STOCK PURCHASE WARRANTS
Common Stock
During the three-month period ended August 31, 2013, the Company issued 20,000 shares of restricted common stock for services rendered valued at $4,600. All shares of restricted stock were fully vested upon issuance but not able to be traded on the open market upon issuance. The values recorded were based on the estimated fair value of the stock on the date of grant. During the six-month period ended August 31, 2012, the Company did not issue any shares of common stock.
Warrants
The Company has determined the estimated value of warrants granted using the Black-Scholes option pricing model. The amount of the expense charged to operations for warrants was $85,711 and $174,200 for the three and six month periods ended August 31, 2013 and $88,803 and $177,608 for the three and six month periods ended August 31, 2012. All outstanding warrants are expected to be vested in December 2015.
A summary of warrant activity for the six months ended August 31, 2013 is as follows:
Weighted-
|
||||||||
Average
|
||||||||
Warrants
|
Exercise
|
|||||||
Outstanding
|
Price
|
|||||||
Outstanding at February 28, 2013
|
8,467,221
|
0.21
|
||||||
Granted
|
-
|
-
|
||||||
Exercised
|
-
|
-
|
||||||
Forfeited
|
(30,000
|
)
|
0.21
|
|||||
Outstanding at August 31, 2013
|
8,437,221
|
0.21
|
||||||
Vested at August 31, 2013
|
3,374,888
|
0.21
|
||||||
Exercisable at August 31, 2013
|
3,374,888
|
0.21
|
The following table summarizes significant ranges of outstanding warrants as of August 31, 2013:
Warrants Outstanding
|
Warrants Exercisable
|
||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||
Average
|
Average
|
Average
|
|||||||||||||||||
Exercise Price
|
Number
|
Remaining
|
Exercise
|
Number
|
Exercise
|
||||||||||||||
Outstanding
|
Life (Years)
|
Price
|
Outstanding
|
Price
|
|||||||||||||||
$
|
0.21
|
8,437,221
|
7.29
|
$
|
0.21
|
3,374,888
|
$
|
0.21
|
8
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
NOTE 4: INVENTORY
The Company’s inventory consisted of the following at August 31, 2013 and February 28, 2013:
|
||||||||
August 31,
|
February 28,
|
|||||||
2013
|
2013
|
|||||||
Raw materials
|
$ | 537,354 | $ | 336,966 | ||||
Finished goods
|
194,607 | 176,541 | ||||||
731,961 | 513,507 | |||||||
Reserve for obsolete and slow moving inventory
|
(81,260 | ) | (48,509 | ) | ||||
$ | 650,701 | $ | 464,998 |
NOTE 5: LINE OF CREDIT
As of August 31, 2013, the Company had a line of credit agreement totaling $500,000, with no outstanding borrowings as of August 31, 2013. The line expires June 30, 2014.
NOTE 6: CONCENTRATIONS
Sales to two customers accounted for 55% and 52% of sales for the three and six month periods ended August 31, 2013, respectively. Accounts receivable from five customers amounted to approximately 90% of accounts receivable at August 31, 2013. Sales to five customers accounted for 64% of sales for the three month period ended August 31, 2012. Sales to six customers accounted for 55% of sales for the six month period ended August 31, 2012. Accounts receivable from these six customers accounted for 81% of accounts receivable at August 31, 2012.
NOTE 7: RELATED PARTY TRANSACTIONS
During the three month periods ended August 31, 2013 and 2012, payments totaling $29,510 and $27,400 were made to TAM Irrevocable Trust (“TAM”) for consulting services, in which Cari Beck, is a trustee as well as the daughter of the Company’s President. During the six month periods ended August 31, 2013 and 2012, payments totaling $80,200 and $52,800 were made to TAM.
NOTE 8: COMMITMENTS AND CONTINGENCIES
In the case titled Letty Garcia v. Carl Palmer; Seychelle Environmental Technologies, Inc., et, al., brought in the Superior Court for the State of California, San Diego County District, the issue was an action by the plaintiff, Ms. Garcia, to enforce judgment against Mr. Palmer by levying the assets of Seychelle. The court found against the Company in May 2012 for approximately $157,000. This amount was reflected in our February 29, 2012 consolidated financial statements. The Company believed that the ruling was incorrect and has filed an appeal. We believe that the appeal will be heard in late 2013 or early 2014, and that the Company will prevail.
Otherwise, as of August 31, 2013, we know of no other legal proceedings pending or threatened, or judgments entered against the Company or any of our directors or officers in their capacity as such.
9
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion summarizes the significant factors affecting the operating results, financial condition and liquidity and cash flows of Seychelle Environmental Technologies, Inc., and subsidiaries (the “Company”) for the three and six month periods ended August 31, 2013 and 2012. The discussion and analysis that follows should be read together with the consolidated financial statements of Seychelle Environmental Technologies, Inc. and the notes to the consolidated financial statements included in the Company’s annual report on Form 10-K for the fiscal year ended February 28, 2013. Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company’s control.
Forward-Looking Statements
Certain statements contained herein are “forward-looking” statements. Forward-looking statements include statements which are predictive in nature; which depend upon or refer to future events or conditions; or which include words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, or variations or negatives thereof or by similar or comparable words or phrases. In addition, any statement concerning future financial performance, ongoing business strategies or prospects, and possible future Company actions that may be provided by management are also forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about the Company; and economic and market factors in the countries in which the Company does business, among other things. These statements are not guarantees of future performance, and the Company has no specific intentions to update these statements. Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors including, but not limited to:
(1)
|
the portable water filtration industry is in a state of technological change, which could render some or all of the Company’s products less competitive.
|
(2)
|
any failure by the Company to anticipate or respond to technological developments or changes in industry standards or customer requirements, or any significant delays in product development or introduction, could have an adverse effect on the Company’s business, operating results and financial condition;
|
(3)
|
the Company’s cost of sales may be materially affected by increases in market prices of raw materials used in the Company’s manufacturing and assembly processes;
|
(4)
|
the business in which the Company operates is highly competitive.
Additional risks and uncertainties are outlined in the Company’s filings with the Securities and Exchange Commission, including its most recent fiscal 2013 Annual Report on Form 10-K.
|
Description of the Business
We were incorporated under the laws of the State of Nevada on January 23, 1998 as a change of domicile to Royal Net, Inc., a Utah corporation that was originally incorporated on January 24, 1986. Royal Net, Inc. changed its state of domicile to Nevada and its name to Seychelle Environmental Technologies, Inc. effective in January 1998.
On January 30, 1998, we entered into an Exchange Agreement with Seychelle Water Technologies, Inc., a Nevada corporation (SWT), whereby we exchanged our issued and outstanding capital shares with the shareholders of SWT on a one share for one share basis. We became the parent company and SWT became a wholly owned subsidiary. SWT had been formed in 1997 to market water filtration systems of Aqua Vision International.
Our Company is presently comprised of Seychelle Environmental Technologies, Inc., a Nevada corporation, with two wholly-owned subsidiaries, Seychelle Water Technologies, Inc. and Fill 2 Pure International, Inc. also Nevada corporations (collectively, the Company or Seychelle). We use the trade name "Seychelle Water Filtration Products, Inc." in our commercial operations. Seychelle designs, assembles and distributes water filtration systems. These systems include portable water bottles that can be filled from nearly any available source of water. Patents or trade secrets cover all proprietary products.
10
Seychelle designs, assembles, and distributes unique, state-of-the-art ionic absorption micron filters for portable filter devices that remove up to 99.99% of all pollutants and contaminants found in any fresh water source. Patents or trade secrets cover all propriety products.
Our principal business address is 32963 Calle Perfecto, San Juan Capistrano, California 92675. Our telephone number at this address is 949-234-1999.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Our summary historical financial data is presented in the following table to aid in your analysis. You should read this data in conjunction with this section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations, our condensed consolidated financial statements and the related notes to the condensed consolidated financial statements included elsewhere in this report. The selected condensed consolidated statements of operations data for the three and six month periods ended August 31, 2013 and 2012 are derived from our condensed consolidated financial statements included elsewhere in this report.
Three-month period ended August 31, 2013 compared to the corresponding period in 2012
|
||||||||||||||||
Year over
|
||||||||||||||||
2013
|
2012
|
year change
|
%
|
|||||||||||||
Sales
|
$
|
1,096,947
|
$
|
719,810
|
377,137
|
52
|
%
|
|||||||||
Cost of sales
|
592,512
|
341,552
|
250,960
|
73
|
%
|
|||||||||||
Gross profit
|
504,435
|
378,258
|
126,177
|
33
|
%
|
|||||||||||
Gross profit %
|
46
|
%
|
53
|
%
|
||||||||||||
Selling, general, and administrative expenses
|
352,778
|
366,262
|
(13,484
|
)
|
-4
|
%
|
||||||||||
Depreciation and amortization expense
|
13,675
|
11,271
|
2,404
|
21
|
%
|
|||||||||||
Income before provision for income taxes
|
137,857
|
646
|
137,211
|
21,240
|
%
|
|||||||||||
(Provision) benefit for income taxes
|
(55,083
|
)
|
3,090
|
(58,173
|
)
|
1,883
|
%
|
|||||||||
Net Income
|
82,774
|
3,736
|
79,038
|
2,116
|
%
|
|||||||||||
Net Income %
|
8
|
%
|
1
|
%
|
|
|
||||||||||
Sales. Our customer concentration is constantly changing, which contributes toward much of the fluctuation in sales. The current period increase in sales is primarily due to sales to two customers who accounted for approximately $0.6 million of total sales, and a $0.5 million increase in sales. These two customers accounted for 58% of revenues in the three-month period ended August 31, 2013 compared to 12% in the same period ended August 31, 2012. By contrast, another customer represented approximately 0% and 33% of sales for the three-month periods ended August 31, 2013 and 2012, respectively, and individually accounted for a decrease in sales of $0.2 million, The increase in sales is also the net result of a shift in our product mix. Significant increases were experienced within a few product lines: missionary packs (which increased to $175,000 in the current quarter as compared to $-nil in sales for the comparable period) and bottles (to $262,000 from $90,000).
Cost of sales and gross profit percentage. The increase in cost of sales is largely a direct result of the 52% increase in sales for the three-month period ended August 31, 2013 from the comparable period in the prior year. The decrease in gross profit from 53% to 46% was due to selling lower gross profit products during the period. The profit margin will also fluctuate from time to time based on the product mix within sales. We are continuing to pursue efficiencies in the production process and are negotiating for better filter prices and believe that gross margins will improve further if we are successful in these plans and will be able to reduce the impact of the lower margin products on the product mix.
11
Selling, general and administrative expenses. These expenses decreased by approximately $13,000, or 4%, during the three months ended August 31, 2013 compared to the same period ended in the prior year. Selling expenses represented approximately 1.8% and 2.7% of sales for the three months ended August 31, 2013 and 2012, respectively. The decrease in selling expenses as a percentage of sales is largely a result of changing product mix and customer concentrations, as well as the negotiation of changes in commission rates. Commissions expense was essentially flat when comparing the two periods, which results in a lower percentage due to the larger sales base and can vary for sales of different products and different customers, so changes in the sales mix can cause commissions to decrease. We expect sales commissions to be less than 6% of sales for the remainder of fiscal year 2014. General and administrative expenses decreased approximately $11,000 when compared to the comparable period in the prior year. Approximately $42,000 of this change is due to the reversal of reserves against accounts receivable. This was partially offset by increases in professional fees related to the increased use of outside consultants. We do not expect an increase in general and administrative expenses as a percentage of sales for the remainder of fiscal 2014.
Depreciation and amortization expense. The increase in depreciation and amortization expense is due to molds being purchased over the last twelve months to create additional products to introduce to the market.
Income tax expense. Income tax expense increased due to higher sales and profitability during the current fiscal year as compared to the comparable prior year period.
Net Income. Net income for the three-month period ended August 31, 2013 was $82,774 compared to net income of $3,736 for the three-month period ended August 31, 2012. This was primarily due to a significant increase in sales in the current year compared to the same period of the prior year. The increase in gross margin of approximately $126,000 represents most of the $137,000 increase in pretax income for the three month period compared to the comparable period in the prior year. The net income should continue to improve when larger sales orders begin coming in related to new higher margin products now ready for the market: a 20 oz. sports bottle; and a flat flask in-filter hydration unit that can be used either as a straw or attached to a backpack. We also have large distributors and representatives under contract who could aid in developing potential sales in China, Japan, and Mexico, as well as major retailers in the United States, and feel that this will favorably impact our financials, not only in the third and fourth quarters this fiscal year, but into fiscal 2015.
Six-month period ended August 31, 2013 compared to the corresponding period in 2012
|
||||||||||||||||
Year over
|
||||||||||||||||
2013
|
2012
|
year change
|
%
|
|||||||||||||
Sales
|
$
|
2,663,004
|
$
|
1,617,819
|
1,045,185
|
65
|
%
|
|||||||||
Cost of sales
|
1,365,826
|
929,757
|
436,069
|
47
|
%
|
|||||||||||
Gross profit
|
1,297,178
|
688,062
|
609,116
|
89
|
%
|
|||||||||||
Gross profit %
|
49
|
%
|
43
|
%
|
||||||||||||
Selling, general, and administrative expenses
|
849,617
|
833,836
|
15,781
|
|
2
|
%
|
||||||||||
Depreciation expense
|
26,930
|
22,639
|
4,291
|
19
|
%
|
|||||||||||
Income (loss) before provision for income taxes
|
473,960
|
(168,082
|
)
|
642,042
|
382
|
%
|
||||||||||
Benefit (provision) for income taxes
|
(190,872
|
)
|
74,378
|
(265,250
|
)
|
357
|
%
|
|||||||||
Net Income (Loss)
|
283,088
|
(93,704
|
)
|
376,792
|
402
|
%
|
||||||||||
Net Income %
|
11
|
%
|
-6
|
%
|
|
|
||||||||||
Sales. Our customer concentration is constantly changing, which contributes toward much of the fluctuation in sales. The current period increase in sales is largely due to sales to two customers who accounted for approximately $1.0 million of the increase; accounting for 53% of revenues in the six-month period ended August 31, 2013 compared to 20% in the same period ended August 31, 2012. This was partially offset by fluctuation of other customers. The increase in sales is also the result of a shift in our product mix. Significant changes were experienced within a few product lines: missionary packs (which increased to $682,000 in the current period as compared to $168,000 in sales for the comparable prior year period) and bottles (which increased to $886,000 from $334,000). The increase in mission packs and bottle sales is due to sales fluctuations to two of the Company’s customers.
12
Cost of sales and gross profit percentage. The increase in cost of sales is largely a direct result of the 65% increase in sales for the six-month period ended August 31, 2013 from the comparable period in the prior year. Cost of sales increased by 47% from period to period by comparison, resulting in an increase in gross profit margin to 49% from 43%. Our profit margin will fluctuate from time to time based on the product mix within sales. As mentioned in the sales discussion, a large reason for the increase in sales was a $514,000 increase in mission packs and a $552,000 increase in bottles compared to the same period in the prior year. Each of these product lines produced margins of approximately 47% in the current year. As noted in the three-month period ended August 31, 2013, discussion of gross margins we are continuing to pursue efficiencies in the production process and are negotiating for better filter prices and believe that gross margins will improve further if we are successful in these plans.
Selling, general and administrative expenses. These expenses increased by approximately $16,000, or 2%, during the six months ended August 31, 2013 compared to the same period ended in the prior year. Selling expenses were essentially flat when compared to the same period in fiscal 2013. The expenses represented approximately 2.3% and 3.4% of sales for the six months ended August 31, 2013 and 2012, respectively. Not all sales are commissionable, and the decrease in selling expenses as a percentage of sales is largely a direct result of changing product mix and customer concentrations, as well as the negotiation of changes in commission rates. We expect sales commissions to be less than 6% of sales for the remainder of fiscal year 2014. General and administrative expenses increased approximately $16,000 when compared to the comparable period in the prior year. Netted within this change is a $42,000 decrease in expenses related to a decrease in the allowance for doubtful accounts, resulting in a reversal of previously recorded bad debt expense. Exclusive of the reversal of this item, the general and administrative expenses increased approximately $56,000. This increase was largely due to increased consulting expenses.
Depreciation and amortization expense. The increase in depreciation and amortization expense is due to molds being purchased over the last twelve months due to additional products being designed to potentially add to our product line.
Income tax expense.
Income tax expense increased due to an increase in our sales and profitability during the current fiscal year to date, resulting in a $190,872 tax expense during the six-month period ended August 31, 2013 as compared to an income tax benefit of $74,378 for the comparable period of the prior fiscal year.
Net Income / Loss. Net income for the six-month period ended August 31, 2013 was $283,088 compared to net loss of $93,704 for the six-month period ended August 31, 2012. This increase was primarily due to the increase in sales and margin, with the $609,000 increase in gross margin accounting for most of the $642,042 increase in pretax income for the current year to date. As noted in the commentary for the second quarter, the net income should continue to be improved when larger sales orders begin coming in related to new higher margin products now ready for the market and related to increasing activity with large distributors and representatives in foreign markets.
Liquidity and Capital Resources
Net cash provided by operating activities. During the six-month period ended August 31, 2013, the Company funded its operations primarily through operations. Our accounts receivable, excluding the change in allowances, decreased by approximately $406,000 due to increased sales and strong collections. Inventories increased by approximately $218,000 as the Company prepared for impending orders in the third quarter. Net income was impacted by non-cash charges for stock-based compensation amounting to $179,000, largely due to warrant amortization.
Net cash used in investing activities. During the six-month period ended August 31, 2013, the slight increase in cash used by investing activities was primarily due to the proceeds from the sale of property and equipment of $12,000 in the prior year period, which offset capital expenditures. The purchase of property and equipment amounted to $20,900 in the six month period ended August 31, 2013 compared to $26,700 during the same time period in the prior fiscal year.
Net cash used in financing activities. The cash used in financing activities during the six-month period ended August 31, 2013 was largely due to repayment of capital lease obligations totaling $2,300 compared to $1,800 in the comparable period of fiscal 2013.
Our principal sources of liquidity have historically been funds generated from operating activities and borrowings from the TAM Trust, one of our principal shareholders and borrowings under our line of credit. As of August 31, 2013, the Company had no outstanding borrowings either from TAM Trust or under our line of credit. The Company believes that additional funding may still be required from the TAM Trust or other shareholders to handle the growth in sales volume. Previously, TAM committed to providing up to $250,000 in additional funding, which is still available to the Company to the date of this filing if it is needed.
As of August 31, 2013, the Company had $2,845,422 in cash and no borrowings outstanding on its line of credit. The line of credit does not contain any limitations on borrowing or any restrictive debt covenants. The Company believes it has liquidity to meet its operating needs through the balance of fiscal 2014.
13
Critical Accounting Policies and Estimates
The Company’s discussion and analysis of its financial condition and results of operations are based upon its condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
The Company believes that the estimates, assumptions and judgments involved in the accounting policies described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of its most recent fiscal 2013 Annual Report on Form 10-K have the greatest potential impact on its consolidated financial statements, so it considers these to be its critical accounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates the Company uses in applying the critical accounting policies. Certain of these critical accounting policies affect working capital account balances, including the policies for inventory reserves and stock-based compensation. These policies require that the Company make estimates in the preparation of its consolidated financial statements as of a given date.
Within the context of these critical accounting policies, the Company is not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 4. CONTROLS AND PROCEDURES
Not applicable.
ITEM 4T. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief Financial Officer each have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the applicable time periods specified by the SEC’s rules and forms.
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 240.13a-15 or Rule 240.15d-15 of this chapter that occurred during our most recent fiscal three months that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This report does not include an attestation report by the Company’s independent registered public accounting firm regarding internal control over financial reporting as we are not subject to this requirement.
14
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the case titled Letty Garcia v. Carl Palmer; Seychelle Environmental Technologies, Inc., et, al., brought in the Superior Court for the State of California, San Diego County District, and the court found against the Company in May 2012 for approximately $157,000. This amount was reflected in our February 29, 2012 consolidated financial statements. The Company believed that this ruling was incorrect and has filed an appeal. We believe that this appeal will be heard in late 2013 or early 2014, and that the Company will prevail.
Otherwise, as of August 31, 2013, we know of no other legal proceedings pending or threatened, or judgments entered against the Company or any of our directors or officers in their capacity as such.
ITEM 1A. RISK FACTORS
There have been no changes to our Risk Factors included in our fiscal 2013 Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 21, 2013.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three-month period ended August 31, 2013, the Company issued 20,000 shares of restricted common stock for services rendered valued at $4,600. All shares of restricted stock were fully vested upon issuance but not able to be traded on the open market upon issuance. The values recorded were based on the estimated fair value of the stock on the date of grant.
There have been no further issuances of securities during the three and six-month periods ended August 31, 2013 or through the date of this filing.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
15
ITEM 6. EXHIBITS
Exhibits
Exhibit No.
|
Description
|
|
31.1
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002) | |
31.2
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002) | |
32.1
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C.ss.1350 Section 906 of the Sarbanes-Oxley Act of 2002) | |
32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C.ss.1350 Section 906 of the Sarbanes-Oxley Act of 2002) | |
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document*
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
16
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the Registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
Seychelle Environmental Technologies, Inc.
|
|||
|
|
|
|
Date: October 11, 2013
|
By:
|
/s/ Dick Parsons
|
|
Dick Parsons
Director, Chief Executive Officer
|
Date: October 11, 2013
|
By:
|
/s/ Jim Place
|
|
Jim Place
Director and Chief Financial Officer and Chief Operating Officer
|
17