arcee-ai/sec-data-full · Datasets at Hugging Face

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may continue to have an adverse impact on the overall supply chain, including labor shortages at saw mills, shipping delays, and increased
prices, all of which may negatively affect our profitability and financial condition. See Item 1A “ Risk Factors—Risks Related
to Our Business and Structure—The COVID-19 pandemic may cause a material adverse effect on our business .” Sales and Marketing In the Reno-Sparks-Fernley, Nevada market, we
primarily work with large homebuilders of single-family homes, single-family homeowners and commercial and multi-family developers with
revenue that is well diversified across multiple large homebuilding companies such as Mountain West, MSL, DR Horton, Tanamera, Allco Construction,
Artisan Communities, Toll Brothers and Lennar, to name several of the more prominent commercial relationships we maintain. In the Boise, Idaho market, we primarily work
with custom or semi-custom home builders, but due to strong housing demands in the area, we are also tapping into the residential multi-family,
new construction segment of the market. We have high customer retention levels and have
generated a considerable number of broader revenue opportunities through direct and specific interaction with our customer base. We have
negotiated pricing with several long-term recurring contractor customers, which have accounted for a majority of our revenues. There can
be no assurance that we will maintain or improve the relationships with those customers. If we cannot maintain long-term relationships
with major customers or replace major customers from period to period with equivalent customers, the loss of such sales could have an
adverse effect on our business, financial condition and results of operations. Please also see Item 1A “ Risk Factors—Risks
Related to Our Custom Carpentry Business—The loss of any of our key customers could have a materially adverse effect on our results
of operations .” We primarily rely on direct consumer marketing
and our extensive relationships with local builders to market our products. We also maintain websites at www.kylescabinets.com and www.innovativecabinetsanddesign.com
and conduct social media marketing through Facebook pages. 30 Competition The finished carpentry industry consists of contractors
that provide specialist finish carpentry services, such as on-site construction and the installation of doors, windows, stairs, shelving,
cupboards, cabinets and decks. Carpenters experience steep competition from do-it-yourself (DIY) homeowners in the housing alterations
and additions market and from other skilled tradespeople in the new building construction market, such as general building contractors’
in-house staff. We compete with numerous competitors in our primary
markets, with reputation, price, workmanship and services being the principal competitive factors. We primarily compete with other specialty
builders in our markets, such as Franklin’s, Western Idaho, and to a lesser extent against national retail chains such as Home Depot
and Lowes. Barriers to entry exist from other similar companies coming into the regions given the pool of available labor working in finished
carpentry in the regions, and the close working relationships that exist between industry players in the regions. These barriers to entry
are also experienced by larger competitors from outside the regions, providing them with substantial challenges in establishing a foothold.
As a result of the implementation of our business strategy, which is delivering high value, quality products and customized solutions
and installations, we anticipate that we will continue to effectively compete against the aforementioned competition. Competitive Strengths Based on management’s belief and experience
in the industry, we believe that the following competitive strengths enable us to compete effectively. ● Superior name and reputation . We are well established in our markets (including for over
40 years in the Boise market), and have built strong reputations for best-in-class processes, product quality, and timeliness. We have
strong visibility both online and among industry professionals. Over our many years in business, we have established a stellar reputation
for integrity, superior service, and genuine concern for our clients and their businesses. ● Established blue-chip clients . We have customer lists that include many regional contractors
in the areas that we service, many of whom have used us as their go-to vendors for many years. ● Streamlined operations . We believe that our processes and operational systems have led to
higher than average efficiencies, accuracy and profitability. ● Diversified capabilities . We have diversified capabilities to support large homebuilders
of single-family homes and commercial and multi-family developers, providing flexibility toward trending markets and growth opportunities. ● Outstanding growth opportunities . Our portfolio, brand and reputation, and streamlined operational
platform can be leveraged for expansion, both in existing regions, and other high-value surrounding areas. ● Strong regional presence . We operate in the in the greater Reno-Sparks-Fernley metro area,
which is one of the fastest growing economic regions in the Western U.S. due to its day drive distance to many of the largest commercial
centers and port facilities in the United States and favorable tax and business regulation environment. There are multiple national homebuilders
and multi-family developers are active in the region. We are among the largest custom carpentry companies in this region. Growth Strategies We will strive to grow our business by pursuing
the following growth strategies. ● Product line expansion . There are a number of opportunities to expand our product and servicing
offerings. Notably, as discussed above, we intend to expand our window installation services, which has a large market potential. ● Geographic expansion . With more service requests in the surrounding area, there is immediate
opportunities for expansion to homeowners and contractors located near Twin Falls, McCall, and Sun Valley areas of Idaho, as well as Northern
Nevada. We believe that we are well positioned to expand into these surrounding areas. 31 ● Expansion to commercial projects . There are opportunities for us to exploit additional opportunities
in the commercial real estate sector. That could be office buildings and hotel and resort properties. In the Boise market, we primarily
focus on the residential single family, new construction segment of the construction market. Evidence of market demand is ongoing for
multi-family projects, both within our current customer markets and within other potential customers. Given appropriate infrastructure
to support the market’s volume, immediate market penetration for multi-family projects could be achieved. ● Capacity and infrastructure expansion . In the Boise market, we plan to purchase more machinery
and build a separate finishing facility with automated spray finishing for stains, clear lacquers and pigmented lacquers. In the Reno
market, we are in the process expanding our warehouse space and operations. Employees As of December 31, 2022, our custom carpentry
companies employed 174 full-time employees. None of the employees are represented by labor unions, and we believe that our custom carpentry
companies have excellent relationships with their employees. Regulation The facility in Boise, Idaho is subject to Idaho
Department of Environmental Quality in connection with air quality and regulations relating to pollution and the protection of the environment,
including those governing emissions to air, discharges to water, storage, treatment and disposal of waste, remediation of contaminated
sites and protection of worker health and safety. We believe that we are in substantial compliance
with all applicable requirements. However, our efforts to comply with environmental requirements do not remove the risk that we may be
held liable, or incur fines or penalties, and that the amount of liability, fines or penalties may be material, for, among other things,
releases of hazardous substances occurring on or emanating from current or formerly owned or operated properties or any associated offsite
disposal location, or for contamination discovered at any of our properties from activities conducted by previous occupants. Permits are required for certain of our operations,
and these permits are subject to revocation, modification and renewal by issuing authorities. Governmental authorities have the power
to enforce compliance with their regulations, and violations may result in the payment of fines or the entry of injunctions, or both. Changes in environmental laws and regulations
or the discovery of previously unknown contamination or other liabilities relating to our properties and operations could result in significant
environmental liabilities. In addition, we might incur significant capital and other costs to comply with increasingly stringent air emission
control laws and enforcement policies which would decrease our cash flow. 32 AUTOMOTIVE SUPPLIES BUSINESS Our automotive supplies business is operated
by Wolo. This business segment, which was acquired at the end of the first quarter of 2021, accounted for approximately 13.3% and 18.6%
of our total revenues for the years ended December 31, 2022 and 2021, respectively. Overview Our automotive supplies business is headquartered
in Deer Park, New York and was founded in 1965. We design and sell horn and safety products (electric, air, truck, marine, motorcycle
and industrial equipment), and offer vehicle emergency and safety warning lights for cars, trucks, industrial equipment and emergency
vehicles. Focused on the automotive and industrial after-market, we sell our products to big-box national retail chains, through specialty
and industrial distributors, as well as on- line/mail order retailers and OEMs. Products We design and sell a broad range
of branded vehicle horns, warning lights, sirens, back-up alarms and accessories. Horns We design and sell an innovative and extensive
selection of electromechanical, air and electronic-speaker horns. The horns are used in many industries such as: heavy duty truck, motorcycle,
marine, industrial and the automotive aftermarket. We also sell hand-held gas horns which can be used for sporting events, as well as
marine, construction sites and outdoor activities. Our top-selling product is the Bad Boy horn,
which has a one-piece design that requires no hoses. It installs in minutes by simply transferring the vehicle’s factory horn wires
to the compressor, and mounts with one bolt included in kit. The Bad Boy produces a powerful dual tone air horn sound that is two times
louder than the factory horn. It is compact in size to fit any car, truck, motorcycle and any 12-volt vehicle that wants a loud air horn
sound. A heavy-duty maintenance free compressor provides years of dependable service. In the past three years, we have brought a number
of new and innovative horn products to the markets to which we sell. Some highlights inclu ● Midnight
Express . A high-pressure truck train horn that is three trumpets, all metal and painted
semi-gloss black. Train horns are purchased by the vehicle owner that wants the ultra-powerful
sound of a train. ● Quadraphonic
Express . Four metal trumpets that are triple chrome plated, produce an ultra-powerful
train horn sound that will be heard and will dress-up the appearance of any vehicle. ● Nexgen
Express Train Horn . A totally new design by us, a state-of-the-art fully electronic
train horn, compact in size and produces more than 150-watts output. Engineered to fit into
the engine compartment of cars, SUVs and even compact vehicles with a simple two wire hook-up,
Nexgen offers two distinctive train horn sounds controlled by a wireless key fab. ● Mighty
Mo . An industrial equipment horn designed to withstand off-road and construction
site conditions, while being able to penetrate noisy environments and still be heard. Compressor and Tank Systems We also sell air compressor systems, consisting
of air storage tanks, compressors and everything needed to hookup a high-pressure air horn. Two years ago, we started offering complete
kits of train horns and choice of high-pressure air systems. Additionally, we offer replacement parts for all products. Electric Sirens and Speakers We have an array of emergency electronic sirens
with built-in public address systems used by emergency responders. Back-Up Alarms We offer a variety of back-up alarm systems from
basic beep-style horn sold in all aftermarket retailers, to hi-tech intelligent alarms that adjust audio output to be louder than surrounding
ambient noise. Our Model BA-697 has three super bright 1-watt LEDs that flash while the vehicle is in reverse and the auditable warning
sound is turned on. In addition, we have a selection of white noise “Psss Psss” sound alarms required in the state of California. Warning Lights We offer a large selection of warning lights
for road assistance as well as emergency vehicles, construction, road safety and snow plowing vehicles. Warning lights come in a variety
of types, sizes and shapes such as rotating, strobe and state-of-the-art LED models ranging in sizes from 8 inches to fifty-seven 57
inches. A recent addition to warning lights that has become an everyday bestseller for us is the new WATCHMAN®, which is a 24-inch
magnet light bar that can be converted to permanent mounting in minutes with no special tools. Because of the products’ popularity,
we designed a larger 48” version of the Watchman, which has seen very good acceptance in the market. 33 Another recent addition is Luminous, a high-performance,

may continue to have an adverse impact on the overall supply chain, including labor shortages at saw mills, shipping delays, and increased

prices, all of which may negatively affect our profitability and financial condition. See Item 1A “ Risk Factors—Risks Related

to Our Business and Structure—The COVID-19 pandemic may cause a material adverse effect on our business .” Sales and Marketing In the Reno-Sparks-Fernley, Nevada market, we

primarily work with large homebuilders of single-family homes, single-family homeowners and commercial and multi-family developers with

revenue that is well diversified across multiple large homebuilding companies such as Mountain West, MSL, DR Horton, Tanamera, Allco Construction,

Artisan Communities, Toll Brothers and Lennar, to name several of the more prominent commercial relationships we maintain. In the Boise, Idaho market, we primarily work

with custom or semi-custom home builders, but due to strong housing demands in the area, we are also tapping into the residential multi-family,

new construction segment of the market. We have high customer retention levels and have

generated a considerable number of broader revenue opportunities through direct and specific interaction with our customer base. We have

negotiated pricing with several long-term recurring contractor customers, which have accounted for a majority of our revenues. There can

be no assurance that we will maintain or improve the relationships with those customers. If we cannot maintain long-term relationships

with major customers or replace major customers from period to period with equivalent customers, the loss of such sales could have an

adverse effect on our business, financial condition and results of operations. Please also see Item 1A “ Risk Factors—Risks

Related to Our Custom Carpentry Business—The loss of any of our key customers could have a materially adverse effect on our results

of operations .” We primarily rely on direct consumer marketing

and our extensive relationships with local builders to market our products. We also maintain websites at www.kylescabinets.com and www.innovativecabinetsanddesign.com

and conduct social media marketing through Facebook pages. 30 Competition The finished carpentry industry consists of contractors

that provide specialist finish carpentry services, such as on-site construction and the installation of doors, windows, stairs, shelving,

cupboards, cabinets and decks. Carpenters experience steep competition from do-it-yourself (DIY) homeowners in the housing alterations

and additions market and from other skilled tradespeople in the new building construction market, such as general building contractors’

in-house staff. We compete with numerous competitors in our primary

markets, with reputation, price, workmanship and services being the principal competitive factors. We primarily compete with other specialty

builders in our markets, such as Franklin’s, Western Idaho, and to a lesser extent against national retail chains such as Home Depot

and Lowes. Barriers to entry exist from other similar companies coming into the regions given the pool of available labor working in finished

carpentry in the regions, and the close working relationships that exist between industry players in the regions. These barriers to entry

are also experienced by larger competitors from outside the regions, providing them with substantial challenges in establishing a foothold.

As a result of the implementation of our business strategy, which is delivering high value, quality products and customized solutions

and installations, we anticipate that we will continue to effectively compete against the aforementioned competition. Competitive Strengths Based on management’s belief and experience

in the industry, we believe that the following competitive strengths enable us to compete effectively. ● Superior name and reputation . We are well established in our markets (including for over

40 years in the Boise market), and have built strong reputations for best-in-class processes, product quality, and timeliness. We have

strong visibility both online and among industry professionals. Over our many years in business, we have established a stellar reputation

for integrity, superior service, and genuine concern for our clients and their businesses. ● Established blue-chip clients . We have customer lists that include many regional contractors

in the areas that we service, many of whom have used us as their go-to vendors for many years. ● Streamlined operations . We believe that our processes and operational systems have led to

higher than average efficiencies, accuracy and profitability. ● Diversified capabilities . We have diversified capabilities to support large homebuilders

of single-family homes and commercial and multi-family developers, providing flexibility toward trending markets and growth opportunities. ● Outstanding growth opportunities . Our portfolio, brand and reputation, and streamlined operational

platform can be leveraged for expansion, both in existing regions, and other high-value surrounding areas. ● Strong regional presence . We operate in the in the greater Reno-Sparks-Fernley metro area,

which is one of the fastest growing economic regions in the Western U.S. due to its day drive distance to many of the largest commercial

centers and port facilities in the United States and favorable tax and business regulation environment. There are multiple national homebuilders

and multi-family developers are active in the region. We are among the largest custom carpentry companies in this region. Growth Strategies We will strive to grow our business by pursuing

the following growth strategies. ● Product line expansion . There are a number of opportunities to expand our product and servicing

offerings. Notably, as discussed above, we intend to expand our window installation services, which has a large market potential. ● Geographic expansion . With more service requests in the surrounding area, there is immediate

opportunities for expansion to homeowners and contractors located near Twin Falls, McCall, and Sun Valley areas of Idaho, as well as Northern

Nevada. We believe that we are well positioned to expand into these surrounding areas. 31 ● Expansion to commercial projects . There are opportunities for us to exploit additional opportunities

in the commercial real estate sector. That could be office buildings and hotel and resort properties. In the Boise market, we primarily

focus on the residential single family, new construction segment of the construction market. Evidence of market demand is ongoing for

multi-family projects, both within our current customer markets and within other potential customers. Given appropriate infrastructure

to support the market’s volume, immediate market penetration for multi-family projects could be achieved. ● Capacity and infrastructure expansion . In the Boise market, we plan to purchase more machinery

and build a separate finishing facility with automated spray finishing for stains, clear lacquers and pigmented lacquers. In the Reno

market, we are in the process expanding our warehouse space and operations. Employees As of December 31, 2022, our custom carpentry

companies employed 174 full-time employees. None of the employees are represented by labor unions, and we believe that our custom carpentry

companies have excellent relationships with their employees. Regulation The facility in Boise, Idaho is subject to Idaho

Department of Environmental Quality in connection with air quality and regulations relating to pollution and the protection of the environment,

including those governing emissions to air, discharges to water, storage, treatment and disposal of waste, remediation of contaminated

sites and protection of worker health and safety. We believe that we are in substantial compliance

with all applicable requirements. However, our efforts to comply with environmental requirements do not remove the risk that we may be

held liable, or incur fines or penalties, and that the amount of liability, fines or penalties may be material, for, among other things,

releases of hazardous substances occurring on or emanating from current or formerly owned or operated properties or any associated offsite

disposal location, or for contamination discovered at any of our properties from activities conducted by previous occupants. Permits are required for certain of our operations,

and these permits are subject to revocation, modification and renewal by issuing authorities. Governmental authorities have the power

to enforce compliance with their regulations, and violations may result in the payment of fines or the entry of injunctions, or both. Changes in environmental laws and regulations

or the discovery of previously unknown contamination or other liabilities relating to our properties and operations could result in significant

environmental liabilities. In addition, we might incur significant capital and other costs to comply with increasingly stringent air emission

control laws and enforcement policies which would decrease our cash flow. 32 AUTOMOTIVE SUPPLIES BUSINESS Our automotive supplies business is operated

by Wolo. This business segment, which was acquired at the end of the first quarter of 2021, accounted for approximately 13.3% and 18.6%

of our total revenues for the years ended December 31, 2022 and 2021, respectively. Overview Our automotive supplies business is headquartered

in Deer Park, New York and was founded in 1965. We design and sell horn and safety products (electric, air, truck, marine, motorcycle

and industrial equipment), and offer vehicle emergency and safety warning lights for cars, trucks, industrial equipment and emergency

vehicles. Focused on the automotive and industrial after-market, we sell our products to big-box national retail chains, through specialty

and industrial distributors, as well as on- line/mail order retailers and OEMs. Products We design and sell a broad range

of branded vehicle horns, warning lights, sirens, back-up alarms and accessories. Horns We design and sell an innovative and extensive

selection of electromechanical, air and electronic-speaker horns. The horns are used in many industries such as: heavy duty truck, motorcycle,

marine, industrial and the automotive aftermarket. We also sell hand-held gas horns which can be used for sporting events, as well as

marine, construction sites and outdoor activities. Our top-selling product is the Bad Boy horn,

which has a one-piece design that requires no hoses. It installs in minutes by simply transferring the vehicle’s factory horn wires

to the compressor, and mounts with one bolt included in kit. The Bad Boy produces a powerful dual tone air horn sound that is two times

louder than the factory horn. It is compact in size to fit any car, truck, motorcycle and any 12-volt vehicle that wants a loud air horn

sound. A heavy-duty maintenance free compressor provides years of dependable service. In the past three years, we have brought a number

of new and innovative horn products to the markets to which we sell. Some highlights inclu ● Midnight

Express . A high-pressure truck train horn that is three trumpets, all metal and painted

semi-gloss black. Train horns are purchased by the vehicle owner that wants the ultra-powerful

sound of a train. ● Quadraphonic

Express . Four metal trumpets that are triple chrome plated, produce an ultra-powerful

train horn sound that will be heard and will dress-up the appearance of any vehicle. ● Nexgen

Express Train Horn . A totally new design by us, a state-of-the-art fully electronic

train horn, compact in size and produces more than 150-watts output. Engineered to fit into

the engine compartment of cars, SUVs and even compact vehicles with a simple two wire hook-up,

Nexgen offers two distinctive train horn sounds controlled by a wireless key fab. ● Mighty

Mo . An industrial equipment horn designed to withstand off-road and construction

site conditions, while being able to penetrate noisy environments and still be heard. Compressor and Tank Systems We also sell air compressor systems, consisting

of air storage tanks, compressors and everything needed to hookup a high-pressure air horn. Two years ago, we started offering complete

kits of train horns and choice of high-pressure air systems. Additionally, we offer replacement parts for all products. Electric Sirens and Speakers We have an array of emergency electronic sirens

with built-in public address systems used by emergency responders. Back-Up Alarms We offer a variety of back-up alarm systems from

basic beep-style horn sold in all aftermarket retailers, to hi-tech intelligent alarms that adjust audio output to be louder than surrounding

ambient noise. Our Model BA-697 has three super bright 1-watt LEDs that flash while the vehicle is in reverse and the auditable warning

sound is turned on. In addition, we have a selection of white noise “Psss Psss” sound alarms required in the state of California. Warning Lights We offer a large selection of warning lights

for road assistance as well as emergency vehicles, construction, road safety and snow plowing vehicles. Warning lights come in a variety

of types, sizes and shapes such as rotating, strobe and state-of-the-art LED models ranging in sizes from 8 inches to fifty-seven 57

inches. A recent addition to warning lights that has become an everyday bestseller for us is the new WATCHMAN®, which is a 24-inch

magnet light bar that can be converted to permanent mounting in minutes with no special tools. Because of the products’ popularity,

we designed a larger 48” version of the Watchman, which has seen very good acceptance in the market. 33 Another recent addition is Luminous, a high-performance,