Attached files
| file | filename |
|---|---|
| EX-32.1 - SEYCHELLE ENVIRONMENTAL TECHNOLOGIES INC /CA | ex32_1.htm |
| EX-31 - SEYCHELLE ENVIRONMENTAL TECHNOLOGIES INC /CA | ex31_1.htm |
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 November 30, 2017
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
Seychelle Environmental Technologies, Inc.
(Exact Name of registrant as specified in its charter)
|
Nevada
|
|
33-0836954
|
|
(State or other jurisdiction Of incorporation)
|
|
(IRS Employer File Number)
|
|
|
|
|
|
22 Journey
|
|
|
|
Aliso Viejo, California
|
|
92656
|
|
(Address of principal executive offices)
|
|
(zip code)
|
|
|
|
|
(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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth company", in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer ☐
|
|
Accelerated filer ☐
|
|
Non-accelerated filer ☐
|
|
Smaller reporting company ☑
|
|
(Do not check if smaller reporting company)
|
Emerging growth company ☐
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 January 11, 2018 was 26,640,313.
References in this document to "us," "we," or "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
|
|||||
|
PART I FINANCIAL INFORMATION
|
|||||
|
Item 1.
|
Financial Statements
|
3
|
|||
|
Condensed Consolidated Balance Sheets
|
3
|
||||
|
Condensed Consolidated Statements of Operations
|
4
|
||||
|
Condensed Consolidated Statements of Cash Flows
|
6
|
||||
|
Notes to Condensed Consolidated Financial Statements
|
7
|
||||
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
11
|
|||
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
15
|
|||
|
Item 4.
|
Controls and Procedures
|
15
|
|||
|
Item 4T.
|
Controls and Procedures
|
15
|
|||
|
PART II OTHER INFORMATION
|
|||||
|
Item 1.
|
Legal Proceedings
|
17
|
|||
|
Item 1A.
|
Risk Factors
|
17
|
|||
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
17
|
|||
|
Item 3.
|
Defaults Upon Senior Securities
|
17
|
|||
|
Item 4.
|
Submission of Matters to a Vote of Security Holders
|
17
|
|||
|
Item 5.
|
Other Information
|
17
|
|||
|
Item 6.
|
Exhibits
|
18
|
|||
|
Signatures
|
19
|
||||
- 2 -
PART I
ITEM 1. FINANCIAL STATEMENTS
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
|
|
November 30,
2017
|
February 28,
2017
|
||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
1,776,482
|
$
|
732,112
|
||||
|
Accounts receivable, net of allowance for doubtful accounts and sales returns
|
||||||||
|
of $6,080 and $47,600, respectively
|
756,766
|
905,507
|
||||||
|
Related party receivables
|
28,922
|
27,200
|
||||||
|
Inventory, net
|
975,373
|
1,421,871
|
||||||
|
Prepaid expenses, deposits and other current assets
|
241,649
|
282,560
|
||||||
|
Total current assets
|
3,779,192
|
3,369,250
|
||||||
|
|
||||||||
|
Property and equipment, net
|
127,267
|
164,997
|
||||||
|
Other assets
|
74,848
|
81,310
|
||||||
|
|
||||||||
|
Total assets
|
$
|
3,981,307
|
$
|
3,615,557
|
||||
|
|
||||||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable and accrued expenses
|
$
|
322,820
|
$
|
476,415
|
||||
|
Customer deposits
|
130,058
|
99,677
|
||||||
|
Capital lease obligations, current portion
|
5,277
|
4,047
|
||||||
|
Total current liabilities
|
458,155
|
580,139
|
||||||
|
|
||||||||
|
Long-term liabilities:
|
||||||||
|
Capital lease obligations, net of current
|
10,481
|
14,744
|
||||||
|
Total liabilities
|
468,636
|
594,883
|
||||||
|
|
||||||||
|
Stockholders' equity:
|
||||||||
|
Preferred stock, 6,000,000 shares authorized, none issued or outstanding
|
-
|
-
|
||||||
|
Common stock $0.001 par value, 50,000,000 shares authorized, 26,640,313
issued and outstanding at November 30, 2017 and February 28, 2017, respectively
|
26,641
|
26,641
|
||||||
|
Additional paid-in capital
|
8,944,368
|
8,944,368
|
||||||
|
Accumulated deficit
|
(5,428,658
|
)
|
(5,920,655
|
)
|
||||
|
Less treasury stock at cost
|
(29,680
|
)
|
(29,680
|
)
|
||||
|
Total stockholders' equity
|
3,512,671
|
3,020,674
|
||||||
|
|
||||||||
|
Total liabilities and stockholders' equity
|
$
|
3,981,307
|
$
|
3,615,557
|
||||
See accompanying notes to condensed consolidated financial statements.
- 3 -
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
For the Three Months Ended
November 30,
|
||||||||
|
2017
|
2016
|
|||||||
|
Sales
|
$
|
1,629,324
|
$
|
1,257,844
|
||||
|
Cost of sales
|
858,765
|
1,003,395
|
||||||
|
Gross profit
|
770,559
|
254,449
|
||||||
|
Operating expenses
|
||||||||
|
Selling, general, and administrative
|
507,325
|
523,029
|
||||||
|
Depreciation and amortization
|
16,040
|
19,821
|
||||||
|
Total operating expenses
|
523,365
|
542,850
|
||||||
|
Income (loss) from operations
|
247,194
|
(288,401
|
)
|
|||||
|
Other income (expense)
|
||||||||
|
Interest income
|
-
|
7
|
||||||
|
Interest expense
|
(576
|
)
|
(621
|
)
|
||||
|
Other income (expense)
|
-
|
(1,068
|
)
|
|||||
|
Total other income (expense)
|
(576
|
)
|
(1,682
|
)
|
||||
|
Income (loss) before income tax benefit (expense)
|
246,618
|
(290,083
|
)
|
|||||
|
Income tax benefit (expense)
|
-
|
5,853
|
||||||
|
Net income (loss)
|
$
|
246,618
|
$
|
(284,230
|
)
|
|||
|
BASIC INCOME (LOSS) PER SHARE
|
$
|
0.01
|
$
|
(0.01
|
)
|
|||
|
DILUTED INCOME (LOSS) PER SHARE
|
$
|
0.01
|
$
|
(0.01
|
)
|
|||
|
BASIC WEIGHTED AVERAGE NUMBER OF
|
||||||||
|
SHARES OUTSTANDING
|
26,574,313
|
26,574,313
|
||||||
|
DILUTED WEIGHTED AVERAGE NUMBER OF
|
||||||||
|
SHARES OUTSTANDING
|
26,574,313
|
26,574,313
|
||||||
See accompanying notes to condensed consolidated financial statements.
- 4 -
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
For the Nine Months
Ended
November 30,
|
||||||||
|
2017
|
2016
|
|||||||
|
Sales
|
$
|
3,829,465
|
$
|
2,885,212
|
||||
|
Cost of sales
|
2,014,064
|
1,950,312
|
||||||
|
Gross profit
|
1,815,401
|
934,900
|
||||||
|
Operating expenses
|
||||||||
|
Selling, general, and administrative
|
1,262,269
|
2,144,063
|
||||||
|
Depreciation and amortization
|
51,094
|
62,651
|
||||||
|
Total operating expenses
|
1,313,363
|
2,206,714
|
||||||
|
Income (loss) from operations
|
502,038
|
(1,271,814
|
)
|
|||||
|
Other income (expense)
|
||||||||
|
Interest income
|
-
|
23
|
||||||
|
Interest expense
|
(3,850
|
)
|
(1,624
|
)
|
||||
|
Other income
|
(142
|
)
|
11,163
|
|||||
|
Total other income (expense)
|
(3,992
|
)
|
9,562
|
|||||
|
Income (loss) before income tax benefit (expense)
|
498,046
|
(1,262,252
|
)
|
|||||
|
Income tax benefit (expense)
|
(6,051
|
)
|
385,211
|
|||||
|
Net income (loss)
|
$
|
491,995
|
$
|
(877,041
|
)
|
|||
|
BASIC INCOME (LOSS) PER SHARE
|
$
|
0.02
|
$
|
(0.03
|
)
|
|||
|
DILUTED INCOME (LOSS) PER SHARE
|
$
|
0.02
|
$
|
(0.03
|
)
|
|||
|
BASIC WEIGHTED AVERAGE NUMBER OF
|
||||||||
|
SHARES OUTSTANDING
|
26,574,313
|
26,574,313
|
||||||
|
DILUTED WEIGHTED AVERAGE NUMBER OF
|
||||||||
|
SHARES OUTSTANDING
|
26,574,313
|
26,574,313
|
||||||
See accompanying notes to condensed consolidated financial statements.
- 5 -
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
For The Nine Months Ended
November 30,
|
||||||||
|
2017
|
2016
|
|||||||
|
CASH FLOW FROM OPERATING ACTIVITIES:
|
||||||||
|
Net income (loss)
|
$
|
491,995
|
$
|
(877,041
|
)
|
|||
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||
|
Depreciation and amortization
|
51,094
|
62,651
|
||||||
|
Loss on disposal of assets
|
-
|
5,586
|
||||||
|
Stock-based compensation
|
-
|
117,500
|
||||||
|
Provision for doubtful accounts
|
(41,520
|
)
|
(103,652
|
)
|
||||
|
Deferred income tax expense (benefit)
|
-
|
(391,485
|
)
|
|||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable
|
190,261
|
(531,850
|
)
|
|||||
|
Related party receivables
|
(1,722
|
)
|
12,225
|
|||||
|
Inventory
|
446,498
|
519,922
|
||||||
|
Prepaid expenses, deposits and other assets
|
47,375
|
(85,647
|
)
|
|||||
|
Accounts payable and accrued expenses
|
(153,595
|
)
|
(99,916
|
)
|
||||
|
Income taxes payable
|
-
|
(252,414
|
)
|
|||||
|
Customer deposits
|
30,381
|
105,962
|
||||||
|
Net Cash Provided By (Used In) Operating Activities
|
1,060,767
|
(1,518,159
|
)
|
|||||
|
CASH FLOW FROM INVESTING ACTIVITIES:
|
||||||||
|
Purchase of property and equipment
|
(13,364
|
)
|
(25,582
|
)
|
||||
|
Net Cash Used In Investing Activities
|
(13,364
|
)
|
(25,582
|
)
|
||||
|
CASH FLOW FROM FINANCING ACTIVITIES:
|
||||||||
|
Repayment of capital lease obligations
|
(3,033
|
)
|
(8,269
|
)
|
||||
|
Repurchase of common stock
|
-
|
(17,400
|
)
|
|||||
|
Net Cash Used in Financing Activities
|
(3,033
|
)
|
(25,669
|
)
|
||||
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
1,044,370
|
(1,569,410
|
)
|
|||||
|
CASH AND CASH EQUIVALENTS - beginning of period
|
732,112
|
2,062,873
|
||||||
|
CASH AND CASH EQUIVALENTS - end of period
|
$
|
1,776,482
|
$
|
493,463
|
||||
|
Supplemental disclosures of cash flow information:
|
||||||||
|
Cash paid for:
|
||||||||
|
Interest
|
$
|
3,850
|
$
|
1,624
|
||||
|
Income taxes
|
$
|
-
|
$
|
252,414
|
||||
See accompanying notes to condensed consolidated financial statements.
- 6 -
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
November 30, 2017
NOTE 1: CONDENSED FINANCIAL STATEMENTS
The accompanying condensed consolidated financial statements have been prepared by Seychelle Environmental Technologies, Inc., and subsidiaries (the "Company" or "Seychelle") 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 November 30, 2017, 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, 2017. The results of operations for the periods ended November 30, 2017 and 2016 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 consolidated financial statements. The consolidated 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 these condensed consolidated financial statements and the February 28, 2017 consolidated financials included in the Form 10-K filed on June 14, 2017.
The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
NOTE 2: MANAGEMENT'S PLAN
As of November 30, 2017, the Company had $1,776,482 in cash and cash equivalents, $756,766 in accounts receivable and a backlog of $400,699 in unshipped product. This year, Seychelle has expanded its sales efforts in the following international markets; Mexico, Sri Lanka, Vietnam, South Korea, Australia, New Zealand, Japan and China. Managements intends to expand marketing activities in international markets and E-commerce. In addition, Seychelle continues to manage cost in line with current revenue.
- 7 -
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
November 30, 2017
NOTE 3: 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 periods ended November 30, 2017 and 2016, respectively, did not include 6,407,221 warrants as they would have been anti-dilutive.
|
For the nine months ended
|
||||||||
|
November 30,
|
||||||||
|
2017
|
2016
|
|||||||
|
Numerator:
|
||||||||
|
Net income (loss) available to common shareholders
|
$
|
491,995
|
$
|
(877,041
|
)
|
|||
|
Weighted average shares – basic
|
26,574,313
|
26,574,313
|
||||||
|
Net income (loss) per share – basic
|
$
|
0.02
|
$
|
(0.03
|
)
|
|||
|
Dilutive effect of common stock equivalents:
|
||||||||
|
Warrants
|
-
|
-
|
||||||
|
Weighted average shares – diluted
|
26,574,313
|
26,574,313
|
||||||
|
Net income (loss) per share – diluted
|
$
|
0.02
|
$
|
(0.03
|
)
|
|||
|
For the three months ended
|
||||||||
|
November 30,
|
||||||||
|
2017
|
2016
|
|||||||
|
Numerator:
|
||||||||
|
Net income (loss) available to common shareholders
|
$
|
246,618
|
$
|
(284,230
|
)
|
|||
|
Weighted average shares – basic
|
26,574,313
|
26,574,313
|
||||||
|
Net income (loss) per share – basic
|
$
|
0.01
|
$
|
(0.01
|
)
|
|||
|
Dilutive effect of common stock equivalents:
|
||||||||
|
Warrants
|
-
|
-
|
||||||
|
Weighted average shares – diluted
|
26,574,313
|
26,574,313
|
||||||
|
Net income (loss) per share – diluted
|
$
|
0.01
|
$
|
(0.01
|
)
|
|||
- 8 -
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
November 30, 2017
NOTE 4: COMMON STOCK
During the nine month period ended November 30, 2016, 250,000 shares of fully vested restricted common stock were issued by the Company to an employee. The shares were valued at the closing price of the Company's common stock at the date of the grant for a total expense of $117,500. No shares were issued to employees during the current fiscal year.
NOTE 5: INVENTORY
The Company's inventory consisted of the following at November 30, 2017 and February 28, 2017:
|
November 30,
2017
|
February 28,
2017
|
|||||||
|
Raw materials
|
$
|
716,182
|
$
|
1,034,406
|
||||
|
Finished goods
|
259,191
|
387,465
|
||||||
|
Net inventory
|
$
|
975,373
|
$
|
1,421,871
|
||||
NOTE 6: CONCENTRATIONS
Sales to one customer accounted for 33% and 32% of sales for the three and nine month periods ended November 30, 2017, respectively. Accounts receivable from one customer amounted to $583,779 or approximately 89% of accounts receivable as of November 30, 2017.
Sales to one customer accounted for 38% and 37%, respectively, of sales for the three and nine month period ended November 30, 2016. Accounts receivable from this customer amounted to $518,242 or 59% of accounts receivable as of November 30, 2016.
NOTE 7: INCOME TAXES
We recorded a provision for income taxes of $0 for the quarter ended November 30, 2017, related to federal and state taxes, based on the Company's expected annual effective tax rate and utilization of net operating loss carried forward. The Company expects its effective tax rate for the 2018 fiscal year to be different from the federal statutory rate due primarily to a change in the income tax valuation allowance.
Management evaluated the need for a full valuation allowance at the end of the quarter ended November 30, 2017. Management evaluated both positive and negative evidence. The weight of negative factors and level of economic uncertainty in our current business continues to support the conclusion that the realization of our deferred tax assets does not meet the "more likely than not" standard. Therefore, a full valuation allowance remains against the net deferred tax assets.
Our federal income tax returns are open to audit under the statute of limitations for the fiscal years ended February 2014 through 2017. We are subject to income tax in California and various other state taxing jurisdictions. Our state income tax returns are open to audit under the statute of limitations for the fiscal years ended February 2014 through 2017.
- 9 -
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
November 30, 2017
NOTE 8: RELATED PARTY TRANSACTIONS
During the three month periods ended November 30, 2017 and 2016, the Company incurred consulting fees to related parties in the amounts of $0 and $12,350, respectively. During the nine month periods ended November 30, 2017 and 2016, the Company incurred consulting fees to related parties in the amounts of $0 and $49,090 respectively. These fees from TAM Irrevocable Trust ("TAM") were related to consulting services from TAM, in which Cari Beck is trustee. Ms. Beck is a current Board member of the Company, as well as daughter of Carl Palmer, Chief Executive Officer and Board member of the Company. These amounts are included as a component of selling, general and administrative expenses on the condensed consolidated statements of operations. All amounts due to TAM have been paid in full.
During the three months ended November 30, 2017 and 2016, TAM purchased, on behalf of the Company, $0 and $61,884, respectively, of raw materials from a vendor with which it already had a business relationship. During the nine months ended November 30, 2017 and 2016, TAM purchased, on behalf of the Company, $0 and $86,734, respectively, of raw materials from the same vendor.
The Company utilizes the services of an individual, who is a related party, to source materials and provide the manufacturing of component parts with third-party vendors in China. For the three months ended November 30, 2017 and 2016, purchases facilitated through the related party accounted for approximately 27% and 16% of total Company raw materials purchases. For the nine months ended November 30, 2017 and 2016, purchases facilitated through the related party accounted for approximately 22% and 33%, respectively, of total Company raw material purchases.
As of November 30, 2017 and February 28, 2017, the Company had receivables from employees of approximately $26,750 and $27,200. These amounts are being repaid through direct payroll withdrawals.
NOTE 9: COMMITMENTS AND CONTINGENCIES
The Company has a lease agreement for its corporate offices, inventory and production facility at 22 Journey in Aliso Viejo, CA. The lease has a term of 5 years at a monthly rental of approximately $19,000.
NOTE 10: SUBSEQUENT EVENTS
Management has evaluated subsequent events from November 30, 2017 through the date the condensed consolidated financial statements were issued, and has concluded that no subsequent events have occurred that would require recognition or disclosure in these condensed consolidated financial statements.
- 10 -
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") as of and for the three and nine month periods ended November 30, 2017 and 2016. 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, 2017. 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, among others:
| (1) | the portable water filtration industry is in a state of rapid technological change, which can render the Company's products obsolete or unmarketable; |
| (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 a material 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 the market prices of the raw materials used in the Company's assembly processes; |
| (4) | the Company's dependence on a few customers. Sales to these customers are unpredictable and difficult to estimate, and as such, may result in material fluctuations in sales from period to period. Management believes that if future revenues from its significant customers decline, those revenues can be replaced through the sales to other customers. However, there can be no assurance that this will occur, which could result in an adverse effect on the Company's financial condition or results of operations in the future; |
| (4) | the Company's water related product sales could be materially affected by weather conditions and government regulations; |
| (5) | the Company is subject to the risks of conducting business internationally; and |
| (6) |
the industries in which the Company operates are highly competitive. Additional risks and uncertainties are outlined in the Company's filings with the Securities and Exchange Commission, including its most recent fiscal Annual Report on Form 10-K for the fiscal year ended February 28, 2017.
|
- 11 -
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 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 proprietary products.
Our principal business address is 22 Journey, Aliso Viejo, CA 92656. 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 summarized 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 nine month periods ended November 30, 2017 and 2016 are derived from our condensed consolidated financial statements included elsewhere in this report.
Three month period ended November 30, 2017 compared to the corresponding period in 2016
|
Period over
|
||||||||||||||||
|
2017
|
2016
|
Period change
|
%
|
|||||||||||||
|
Sales
|
$
|
1,629,324
|
$
|
1,257,844
|
371,480
|
30
|
%
|
|||||||||
|
Cost of sales
|
858,765
|
1,003,395
|
(144,630
|
)
|
-14
|
%
|
||||||||||
|
Gross profit
|
770,559
|
254,449
|
516,110
|
203
|
%
|
|||||||||||
|
Gross profit %
|
47
|
%
|
20
|
%
|
||||||||||||
|
Selling general and administrative
|
507,325
|
523,029
|
(15,704
|
)
|
-3
|
%
|
||||||||||
|
Depreciation and amortization
|
16,040
|
19,821
|
(3,781
|
)
|
-19
|
%
|
||||||||||
|
Other income (expense)
|
(576
|
)
|
(1,682
|
)
|
1,106
|
66
|
%
|
|||||||||
|
Income (loss) before income tax benefit (expense)
|
246,618
|
(290,083
|
)
|
536,701
|
185
|
%
|
||||||||||
|
Income tax benefit (expense)
|
-
|
5,853
|
(5,853
|
)
|
-100
|
%
|
||||||||||
|
Net income (loss)
|
246,618
|
(284,230
|
)
|
530,848
|
187
|
%
|
||||||||||
Sales. Sales increased by $371,480 or 30% to $1.63 million during the three months ended November 30, 2017 from $1.26 million during the three months ended November 30, 2016. The increase is primarily due to increasing sales of our bottle, portable retail, and pitcher replacement and pitcher custom product lines. Sales during the three months ended November 30, 2017 of these product lines were $1,471,441, compared to $1,072,450 for the same period ended in the prior year. At this time it is too early to give definitive guidance regarding sales for the fourth fiscal quarter.
- 12 -
Cost of sales and gross profit percentage. As a percentage of sales, the gross profit margin during the three months ended November 30, 2017 increased to 47% from 20% due to the Company managing cost in line with revenue. The product mix and timing of significant sales is always an important factor in the resulting profit margins reported. The Company believes that the average gross margin percentages overall can decrease to a range around approximately 45% in the foreseeable future.
Selling, general, and administrative. These expenses decreased by $15,704, or (3%), during the three months ended Novem\ber 30, 2017 compared to the same period ended in the prior year. The decrease was a direct result of the decrease in legal and personnel costs.
Depreciation and amortization. Depreciation and amortization expense was decreased due to disposal of fixed assets over the past year.
Income tax benefit (expense). The Company recorded no tax provision due to NOL utilization even with a pretax income of $246,618 during the three month period ended November 30, 2017 compared to income tax benefit of $5,853 due to the pretax loss of ($290,083) during the three months ended November 30, 2016.
Net income (loss). Net income for the three month period ended November 30, 2017 was $246,618 compared to net (loss) for the three month period ended November 30, 2016 of $284,230. This was primarily due to the increase of $371,480 or 30 % in sales and a decrease of $15,704 in selling, general and administrative.
|
Nine month period ended November 30, 2017 compared to the corresponding period in 2016
|
||||||||||||||||
|
Period over
|
||||||||||||||||
|
2017
|
2016
|
Period change
|
%
|
|||||||||||||
|
Sales
|
$
|
3,829,465
|
$
|
2,885,212
|
944,253
|
33
|
%
|
|||||||||
|
Cost of sales
|
2,014,064
|
1,950,312
|
63,752
|
3
|
%
|
|||||||||||
|
Gross profit
|
1,815,401
|
934,900
|
880,501
|
94
|
%
|
|||||||||||
|
Gross profit %
|
47
|
%
|
32
|
%
|
||||||||||||
|
Selling general and administrative
|
1,262,269
|
2,144,063
|
(881,794
|
)
|
-41
|
%
|
||||||||||
|
Depreciation and amortization
|
51,094
|
62,651
|
(11,557
|
)
|
-18
|
%
|
||||||||||
|
Other income (expense)
|
(3,992
|
)
|
9,562
|
(13,554
|
)
|
-142
|
%
|
|||||||||
|
Income (loss) before income tax benefit (expense)
|
498,046
|
(1,262,252
|
)
|
1,760,298
|
139
|
%
|
||||||||||
|
Income tax benefit (expense)
|
(6,051
|
)
|
385,211
|
(391,262
|
)
|
-102
|
%
|
|||||||||
|
Net income (loss)
|
491,995
|
(877,041
|
)
|
1,369,036
|
156
|
%
|
||||||||||
Sales. The increase in sales to $3,829,465 during the nine months ended November 30, 2017 from $2,885,212 during the nine months ended November 30, 2016. The increase of 33% is primarily due to increasing sales of our bottle, portable retail and pitcher products. At this time it is too early to give definitive guidance regarding sales for the fourth fiscal quarter.
Cost of sales and gross profit percentage. As a percentage of sales, the gross profit margin during the nine months ended November 30, 2017 increased to 47% from 32% due to the Company managing cost in line with revenue. The product mix and timing of significant sales is always an important factor in the resulting profit margins reported. The Company believes that the average gross margin percentages overall can decrease to a range around approximately 45% in the foreseeable future.
- 13 -
Selling, general, and administrative. These expenses decreased by $881,794 or (41%), during the nine months ended November 30, 2017 compared to the same period in the prior year. The decrease was a direct result of the decrease in legal and personnel costs incurred in reductions of the Company's management and Board of Directors.
Depreciation and amortization. During the nine months ended November 30, 2017 changed by $11,557 compared to the depreciation for the nine months ended November 30, 2016.
Income tax benefit (expense). The Company recorded an income tax $6,051 due to NOL utilization even with pretax income of $498,046 compared to an income tax benefit of $385,211 due to the pretax loss of $1,262,252 during the nine month period ended November 30, 2016.
Net income (loss). Net income for the nine month period ended November 30, 2017 was $491,995 compared to net loss of $877,041 for the nine month period ended November 30, 2016.
Liquidity and Capital Resources
Net cash provided by operating activities. During the nine-month period ended November 30, 2017, cash provided in operating activities was $1,060,767, compared to cash used in operating activities of $1,518,159 in the same period during 2016.This was primarily the result of increased sales and reduced expenses combined with collections of accounts receivable.
Net cash used in investing activities. During the nine month period ended November 30, 2017, the Company spent approximately $13,364 on capital expenditures. In comparable period of the prior year, the Company spent $25,582 on capital expenditures.
Net cash provided by financing activities. Cash used in financing activities during the nine month period ended November 30, 2017 was $3,033 compared to $25,669 during the comparable period. The decrease is the result of the addition of a capital in the prior fiscal year.
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 Annual Report on Form 10-K for the fiscal year ended February 28, 2017 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. There were no material changes to the Company's critical accounting policies or estimates during the three-months ended November 30, 2017.
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which is effective for public entities for annual reporting periods beginning after December 15, 2017. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on the consolidated financial statements and has not yet determined the method by which the Company will adopt the standard in fiscal year 2019.
- 14 -
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern—Disclosures of Uncertainties about an entity's Ability to Continue as a Going Concern ("ASU 2014-15"). ASU 2014-15 provides new guidance related to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards and to provide related footnote disclosures. This new guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company adopted ASU 2014-15 during the fiscal year ended February 28, 2017.
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which will require lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the potential impact this standard will have on its consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update change existing guidance related to accounting for employee share-based payments affecting the income tax consequences of awards, classification of awards as equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual periods, with early adoption permitted. The Company adopted ASU 2016-09 during the current fiscal year. This adoption did not have a material impact on the company's consolidated results of operations, financial condition or cash flows.
Management does not believe any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company's present or future consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 4. CONTROLS AND PROCEDURES
None.
ITEM 4T. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow for timely decisions regarding required disclosure. As required by Rule 15d-15(b) of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on the foregoing, our principal executive and principal financial officer concluded that our disclosure controls and procedures are not effective to ensure the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed and reported within the time periods specified in the SEC's rules and forms.
- 15 -
Management's Annual Report on Internal Control over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (US GAAP) and includes those policies and procedures that:
| ● |
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
| ● |
provide reasonable assurance that the transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
| ● |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
|
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
Management has used the framework set forth in the report entitled Internal Control-Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, management has concluded that our internal control over financial reporting was not effective as of November 30, 2017.
A material weakness is a deficiency, or combination of deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses at November 30, 2017:
| (1) |
lack of a functioning audit committee and lack of a majority of outside directors on the Company's Board of Directors capable to oversee the audit function;
|
| (2) |
inadequate segregation of duties due to limited number of personnel, which makes the reporting process susceptible to management override;
|
| (3) |
insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements;
|
| (4) |
ineffective controls over period end financial disclosure and reporting processes; and
|
Management believes that the material weaknesses set forth in items (1) through (4) above did not have an effect on the Company's financial reporting during the fiscal quarter ended November 30, 2017.
We are committed to improving our financial organization. As part of this commitment, we plan to prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements.
- 16 -
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
This quarterly report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this annual report.
Changes in Internal Control over Financial Reporting
There was no change in internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during our first fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On March 27, 2017, the Company received a Notice of Filing of Discrimination complaint in the Superior Court of California, County of Orange by a former employee. The Company also received on June 5, 2017, a Request for Entry of Default filed to Superior Court of California, County of Orange by the same employee. The case is currently in the discovery phase. The Company believes that the complaint is completely without merit and plans to vigorously contest the matter.
ITEM 1A. RISK FACTORS
There have been no material changes to our Risk Factors included in our fiscal 2017 Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 14, 2017.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
- 17 -
ITEM 6. EXHIBITS
Exhibits
|
Exhibit No.
|
Description
|
|
| Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002) | ||
| Certification of the Chief Executive Officer and 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
|
- 18 -
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: January 12, 2018
|
By:
|
/s/ Carl Palmer
|
|
|
Carl Palmer
Director, Chief Executive Officer and Chief Financial Officer
|
|||
- 19 -