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annual stock adjustment, freight routing, company trade shows, rebates and advertising programs. Agreement lengths and renewal terms are |
based on the individual customer relationship. In recent years, we have entered into the motorcycle |
and industrial (fleet maintenance) aftermarkets, as well a product line of horns for the marine parts aftermarket. The following diagram |
illustrates our target markets. 35 Order Fulfillment Our efficient fulfillment process uses an intergraded |
EDI system for receiving orders, advanced shipping notices and invoicing. The custom software is integral in reducing manual order entry, |
as well the prevention of errors. Implementing an EDI system has allowed us to maintain |
the minimum fulfillment threshold rate of 95%, as well as avoid fines from customers for order fulfillment errors and fill rate. The following |
diagram illustrates our order fulfillment process. Research and Development For the development of new products, we have implemented |
a streamlined R&D process. The average R&D process from initial design to sending a product sample for tooling is approximately |
6-12 months. ● Step 1: Identify and confirm a problem and/or need for a product ● Step 2: Draw up many possible solutions and discuss with sales manager and warehouse manager, whose focus |
in on the market demand ● Step 3: Narrow down to the three best options and create handmade prototype to test which solution works |
best. ● Step 4: Send sample prototype to patent attorney to determine ability to patent and send hand sample to |
a draftsman for 3D drawing ● Step 5: The 3D drawing is approved, and a 3D print is made. The 3D print sample is tested, and any necessary |
modifications are made ● Step 6: The 3D drawing and printed sample are sent to one of our suppliers to start the tooling process 36 Competition The sale of automotive aftermarket items is highly |
competitive in many areas, including customer service, product availability, store location, brand recognition and price. We believe |
that we have established our brand as an industry-leader in developing innovative products for the automobile aftermarket industry, especially |
in horn design and technology (electric, air, truck, marine, motorcycle and industrial equipment). Current competitors in related industries |
are FIAMM, Grote, Peterson Manufacturing Company, ECCO, Vixen Horns, HornBlasters and Klienn. Competitive Advantages Based on management’s belief and experience |
in the industry, we believe that the following competitive strengths enable us to compete effectively. ● Established |
name and reputation . We believe that we have maintained our excellent reputation |
in the industry for over 55 years through bringing exclusive products and designs to market |
to meet current and future needs. ● Patents |
and trademarks . We have been granted 54 patents from the U.S., China, Taiwan and |
the EU with three additional patents pending. About half of our patents are utility patents, |
which protect a products’ methods of functionality. Utility patents are a difficult |
barrier for competitors to overcome, therefore these products have a higher profit margin. |
The other half of our patents are design patents. ● Long-term |
supplier and customer relationships . We have established relationships with our vendors, with many of these relationships spanning |
more than 15 years, and a majority of our sales are made to repeat customers, with many of our customer relationships spanning more than |
10 years. ● International |
licensing agreements . We have a licensing agreement with a large wholesale supplier |
of auto parts in the U.K. for its patented Bad Boy Horn. The U.K. supplier also has retail |
chain stores and this agreement has been generating year-over-year sales growth for us. Expansion Opportunities Management sees the below as the key initiatives for our continued |
growth strategy: ● Increase |
sales through new products and online marketing . We are aggressively pursuing our |
current market share and building sales by adding new products to existing accounts. Additionally, |
we will continue to expand our online sales platforms which include Wolo-mfg.com, Wolo-USA.com, |
Autozone.com, Amazon.com, BestAutoAccessories.com and Autoaccessoriesgarage.com, among others. |
There also exists significant growth potential in the purchasing of available key URL’s |
and implementing enhanced search engine optimization strategies. ● Expand |
into traditional market and original equipment replacement horns. The automotive aftermarket has multiple channels of distribution, |
and one in which we have limited distribution is the traditional channel. This channel distributes products through wholesale warehouse |
distributors such as Federated Auto Parts, Pronto Auto Parts, Bumper-To-Bumper and Auto Value. Traditional distribution primarily services |
the DIFM (Do-It-For-Me) or professional installers. Most of the products sold are direct original equipment replacement parts which are |
researched based on year/make/model of the vehicle needing parts. We have limited distribution into the traditional channel, primarily |
due to the fact that there are no original equipment replacement horns in our product offerings. We believe that with minor product enhancements, |
we can offer products to serve this channel and improve market share into the traditional channel. ● Expand |
into growing international markets . Currently, we sell our products in the US, Canada, |
Mexico, Europe and the Middle East. There is great growth opportunity in Mexico, where AutoZone |
currently has over 550 stores, and is continuing to expand aggressively. Additionally, we |
have identified Canada and the Netherlands as expansion markets specifically for our Motorcycle |
Air Horn. ● Additional |
focus on the municipal and public safety markets . We have identified a significant |
demand for certified warning lights within the municipal and public safety markets. The certification |
of existing products is immediately possible and very cost effective. ● Grow |
presence within the marine marketplace . We see immediate growth opportunities existing |
within the marine market with certified horns that meet US Coast Guard regulations and other |
regulatory standards. 37 Intellectual Property We have been granted 54 patents from the United |
States, China, Taiwan and the EU with three additional patents pending. About half of our patents are utility patents, which protect a |
product’s methods of functionality. Utility patents are a difficult barrier for competitors to overcome, therefore these products |
have a higher profit margin. The other half of our patents are design patents. We have trademarks registered in the United States |
and various countries for some of our core properties, including Taiwan, amongst others. Our intellectual property, including patents, |
trademarks, service marks, domain names, copyrights and trade secrets, is an important part of our business. To protect our intellectual |
property, we rely on a combination of laws and regulations, in addition to intellectual property rights in the United States and other |
jurisdictions, including patents, trademarks, copyrights, and trade secret laws, together with contractual provisions and technical measures |
that we have implemented. To protect our trade secrets, we maintain strict control access to our proprietary systems and technology. We |
also enter into confidentiality and invention assignment agreements with employees and consultants, as well as confidentiality and non-disclosure |
agreements with third parties that provide products and services to us. Employees As of December 31, 2021, we employed 16 employees, |
including 13 hourly employees. The following table sets forth the number of full-time employees by function. Department/Function Employees Management 2 Sales Manager 1 Warehouse manager 1 Bookkeeper & office (Hourly) 4 Warehouse (Hourly) 8 TOTALS 16 None of our employees are represented by labor |
unions, and we believe that we have an excellent relationship with our employees. Regulation We are subject to various federal, state and local |
laws and governmental regulations relating to the operation of our business, including those related to labor and employment, discrimination, |
anti-bribery/anti-corruption, product quality and safety standards, data privacy and taxes. Compliance with any such laws and regulations |
has not had a material adverse effect on our operations to date. ITEM 1A. RISK FACTORS. An investment in our securities involves a |
high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information |
contained or referred to in this report, before making an investment decision with respect to our securities. If any of the following |
events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected. |
In that event, the market price of our shares could decline, and you could lose all or part of your investment. Risks Related to Our Business and Structure The COVID-19 pandemic may cause a material |
adverse effect on our business. Starting |
in late 2019, a novel strain of the coronavirus, or COVID-19, began to rapidly spread around the world and every state in the United States. Most states and cities have at various times instituted quarantines, restrictions on travel, “stay at home” rules, |
social distancing measures and restrictions on the types of businesses that could continue to operate, as well as guidance in response |
to the pandemic and the need to contain it. At this time, there continues to |
be significant volatility and uncertainty relating to the full extent to which the COVID-19 pandemic and the various responses to |
it will impact our business, operations and financial results. 38 Asien’s was qualified as an essential business |
and remained open during the pandemic, with certain occupancy restrictions at times, so it did not experience any meaningful business |
interruption. However, Asien’s is dependent upon suppliers to provide it with all of the products that its sells. The pandemic has |
impacted and may continue to impact suppliers and manufacturers of certain of its products. As a result, Asien’s has faced and may |
continue to face delays or difficulty sourcing certain products, which could negatively affect its business and financial results. Even |
if Asien’s is able to find alternate sources for such products, they may cost more, which could adversely impact Asien’s profitability |
and financial condition. Kyle’s was also qualified as an |
essential business and remained open during the pandemic, with certain occupancy restrictions at times, so it did not experience any |
meaningful business interruption. However, certain key customers of Kyle’s elected to either temporarily stop building homes |
or delayed their building process, particularly during the second quarter of 2020, which adversely affected Kyle’s sales. |
Further, early on during the pandemic, several of Kyle’s employees had taken time off because of medical issues, and some of them did not return to employment. Kyle’s has been hiring and training new employees to replace lost productivity |
because of the aforementioned loss of employees. Kyle’s did not experience any meaningful business interruption related to any |
of its key suppliers; although recently, potentially as a result of the pandemic and resulting impact, Kyle’s has seen price |
increases in certain key raw materials such as wood products and hardware. These increases may negatively affect Kyle’s |
profitability and financial condition. If the pace of the pandemic does not continue to slow, it may continue to negatively affect |
Kyle’s ability to generate sales opportunities and to hire productive employees, as well as impact the cost of raw materials. |
Therefore, Kyle’s business operations may experience further delays and experience lost sales opportunities and increased |
costs, which could further adversely impact Kyle’s profitability and financial condition. High Mountain was qualified as an essential business |
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