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

text stringlengths 0 1.95M
within the marine market with certified horns that meet US Coast Guard regulations and other
regulatory standards. Intellectual Property We have been granted 51 patents from the United
States, China, Taiwan and the EU. 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. 37 Employees As of December 31, 2022, we employed 15 employees,
including 11 hourly employees. 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. EYEWEAR PRODUCTS BUSINESS Our eyewear products business is operated by
ICU Eyewear, which we acquired in the first quarter of 2023. Overview ICU Eyewear, which was founded in 1956 and is
headquartered in Hollister, California, is a leading designer of over-the-counter, or OTC, non-prescription reading glasses, sunglasses,
blue light blocking eyewear, sun readers and outdoor specialty sunglasses, as well as select health and personal care items, such as
surgical face masks. We sell our products to big-box national retail chains, through various distributors, as well as online direct to
consumer sales. We believe that we are the only OTC eyewear supplier in the U.S. to have meaningful penetration in all significant retail
channels including grocery, specialty, office supply, pharmacy, and outdoor sports stores. Products We design and sell a broad range of products comprised
of OTC reader eyeglasses, blue light blocking eyewear, sun readers, outdoor specialty sunglasses, and accessories. Reader Eyeglasses and Specialty Sunglasses We design and sell an extensive selection of
OTC non-prescription reading glasses, sunglasses, sun reading glasses, as well as active and sport sunglasses. Our distinctive eyewear
is marketed under several distinct brand names, each of which addresses a particular product category and price point. Our brand names include “ICU Eyewear,”
“Studio by ICU Eyewear,” “ICU Eco Eyewear,” “Dr. Dean,” “Wink by ICU Eyewear,” “SOL,”
“Fisherman,” “Guideline Eyegear,” “ICU Health,” and “Screen Vision.” Most of our sales
come from the “ICU Eyewear Brand.” We believe that our distinctive eyewear and eyewear
merchandising has led to our success as an OTC eyewear provider at Target, as well as becoming the exclusive provider of personal care
products to Target. Eyeglass Accessories We have an array of existing eye health and accessories
products, including contact lens cases and spray lens cleaners that we sell in tandem with our existing eyeglasses products. 38 Personal Care Items In 2020, we began selling personal care items
such as surgical face masks and other personal protective equipment, or PPE, to serve the needs of our existing and new customers. We
sold both surgical masks as well as the N95 respirators to the United States government, as well as private retailers. In 2021, this
business continued, with large retailers continuing to place significant orders and committing to purchase masks and other personal care
categories, through at least 2023. We also sell a variety of products, including
eye masks, eye pillows, white noise machines, and reusable silicone earplugs through our brand “Sleep Well by ICU.” The products
in our Sleep Well line also include bath salts, bath bombs, body butters, and vapor drops. Manufacturing All of our manufacturing is outsourced to contract
manufacturers. We believe we have developed meaningful, long-term relationships with our manufacturing vendors, some of which have worked
with us for over 20 years, and which provide valuable collaboration in new product development ideas and formulations. We believe that our high-quality standards for
our products ensure that customers are receiving the best products on the market. Our Hollister, California facility shipped 5.7 million
units in 2022 and has the capacity to ship up to 10 million units per year across an array of product categories, made possible by our
partnerships with our suppliers. Our manufacturing operations are designed to allow low-cost production of a wide variety of products
while maintaining a high level of customer service and quality. We believe that our manufacturing facilities
generally have sufficient capacity to meet our current business requirements and our currently anticipated sales. Vendor/Supplier Relationships We have developed long term relationships with
our top four contact manufacturers based in China, Taiwan and the United States. All materials are sourced by the contract manufacturers.
The following table sets forth the vendors and suppliers that accounted for more than 10% of our purchases for the year ended December
31, 2022: Supplier Product Total Purchases (2021) Total Purchases (2022) Percent of Purchases (2022) Contour Optik Inc. Reading Glasses $ 4,453,915 $ 4,118,692 49 % Prosben Inc. Accessories/ Private Label 1,027,890 1,294,240 15 % Indiana Face Mask PPE 140,550 1,645,479 19 % While we work primarily with a small, select
group of trusted partners to ensure our quality and reliability, we are under no exclusive supplier contracts, and we have working relationships
with a variety of second-source alternatives for all product manufacturing needs. We believe that our strong relationships with
suppliers yield high quality, competitive pricing and overall good service to our customers. Although we cannot be sure that our sources
of supply will be adequate in all circumstances, we believe that we can develop alternate sources in a timely and cost-effective manner
if our current sources become inadequate. Due to the availability of numerous alternative suppliers, we do not believe that the loss
of any single supplier would have a material adverse effect on our consolidated financial condition or results of operations. See Item
1A “ Risk Factors—Risks Related to Our Eyewear Products Business ” for a description of the risks related to our
supplier relationships. Sales and Marketing Our innovative retail product packaging design
is also a highly effective marketing tool. We use intuitive merchandizing displays to show the full color spectrum and product choices
of our offering in retail locations. Our eyeglass products are designed to be displayed in a way that is easier to take off, try, package,
and replace each product, as compared to historical tagged eyewear products. Our branded assortments of differentiated fashion forward
product lines are specifically curated for each individual, channel, and retail partner. We also market our certificated carbon neutral
status, as well as our eco-friendly reading glasses that are made from recycled plastic, recycled metal, and bamboo. 39 Additional marketing programs may include in-store
promotional programs for customers, e-commerce via our website and Amazon.com, as well as email blasts. New product launches and updates
are also sent to customers via email blast periodically. We exhibit at key industry and customer tradeshows
and belong to the Vision Council. Customers We sell products to national retailers, direct-to-consumer,
web-based retailers, and industrial wholesalers. We serve multiple large customers, including
Amazon, Raley’s, Publix, Whole Foods and Target. Most of our online customers such as Amazon ship
direct. A majority of our sales are made to repeat customers, with many of our retail customer relationships spanning more than 10
years. As of December 31, 2022, we had sales agreements
in place with most of our customers, including all national and midsize accounts. Sales agreements specify new store allowances,
terms of sale (discounts), 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 2020, due to the COVID-19 pandemic, we entered
a personal care products market for PPE and other health products, where we sold products to our large retail customers, such as Target,
as well as the United States government. Competition The OTC eyewear products and accessories industry
is highly competitive with product availability, store location, brand recognition, and price being the principal competitive factors.
We believe that we have established our brand as an industry-leader in the marketing and sale of OTC eyeglasses and eyeglass products
for the retail and direct to consumer industries, especially for reading glasses and sunglasses. Current competitors in related industries
are Foster Grant, SAV Eyewear, Eyebobs, Peepers, Blue Gem, Sees Eyewear, Modo, and EyeOs. Many of our current
competitors have, and potential competitors may have, longer operating histories, greater brand recognition, larger fulfillment infrastructures,
greater technical capabilities, faster and less costly shipping, significantly greater financial, marketing and other resources and larger
customer bases than we do. 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 67 years through bringing unique products and eyeglass designs to
the market to meet current and future needs. ● Trademarks
and brands . We have been granted 19 trademarks in the United States, relating to
each of our specialized brands. We believe that our brands provide unique and distinct focuses,
each of which provides products in a distinctive product category, retail channel, and for
a particular price point. ● Long-term
supplier and customer relationships . We have established relationships with our vendors,
with many of these relationships spanning more than 20 years, and the majority of our sales
are to our established retail partners, with many of our customer relationships lasting over
10 years. Our partnership with companies like Target and Raley’s enables us to provide
quality products to trusted and repeated customers. We believe that we are the only OTC eyewear
supplier to have meaningful penetration in all significant retail channels, including office
supply, outdoor brands, and natural grocery channels. 40 Growth Strategies 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 our existing range. We
look to expand distribution of our new blue light blocking eyewear, which was initially released
in Target in April 2018, under our “Screen Vision by ICU Eyewear” brand. Additionally,

within the marine market with certified horns that meet US Coast Guard regulations and other

regulatory standards. Intellectual Property We have been granted 51 patents from the United

States, China, Taiwan and the EU. 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. 37 Employees As of December 31, 2022, we employed 15 employees,

including 11 hourly employees. 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. EYEWEAR PRODUCTS BUSINESS Our eyewear products business is operated by

ICU Eyewear, which we acquired in the first quarter of 2023. Overview ICU Eyewear, which was founded in 1956 and is

headquartered in Hollister, California, is a leading designer of over-the-counter, or OTC, non-prescription reading glasses, sunglasses,

blue light blocking eyewear, sun readers and outdoor specialty sunglasses, as well as select health and personal care items, such as

surgical face masks. We sell our products to big-box national retail chains, through various distributors, as well as online direct to

consumer sales. We believe that we are the only OTC eyewear supplier in the U.S. to have meaningful penetration in all significant retail

channels including grocery, specialty, office supply, pharmacy, and outdoor sports stores. Products We design and sell a broad range of products comprised

of OTC reader eyeglasses, blue light blocking eyewear, sun readers, outdoor specialty sunglasses, and accessories. Reader Eyeglasses and Specialty Sunglasses We design and sell an extensive selection of

OTC non-prescription reading glasses, sunglasses, sun reading glasses, as well as active and sport sunglasses. Our distinctive eyewear

is marketed under several distinct brand names, each of which addresses a particular product category and price point. Our brand names include “ICU Eyewear,”

“Studio by ICU Eyewear,” “ICU Eco Eyewear,” “Dr. Dean,” “Wink by ICU Eyewear,” “SOL,”

“Fisherman,” “Guideline Eyegear,” “ICU Health,” and “Screen Vision.” Most of our sales

come from the “ICU Eyewear Brand.” We believe that our distinctive eyewear and eyewear

merchandising has led to our success as an OTC eyewear provider at Target, as well as becoming the exclusive provider of personal care

products to Target. Eyeglass Accessories We have an array of existing eye health and accessories

products, including contact lens cases and spray lens cleaners that we sell in tandem with our existing eyeglasses products. 38 Personal Care Items In 2020, we began selling personal care items

such as surgical face masks and other personal protective equipment, or PPE, to serve the needs of our existing and new customers. We

sold both surgical masks as well as the N95 respirators to the United States government, as well as private retailers. In 2021, this

business continued, with large retailers continuing to place significant orders and committing to purchase masks and other personal care

categories, through at least 2023. We also sell a variety of products, including

eye masks, eye pillows, white noise machines, and reusable silicone earplugs through our brand “Sleep Well by ICU.” The products

in our Sleep Well line also include bath salts, bath bombs, body butters, and vapor drops. Manufacturing All of our manufacturing is outsourced to contract

manufacturers. We believe we have developed meaningful, long-term relationships with our manufacturing vendors, some of which have worked

with us for over 20 years, and which provide valuable collaboration in new product development ideas and formulations. We believe that our high-quality standards for

our products ensure that customers are receiving the best products on the market. Our Hollister, California facility shipped 5.7 million

units in 2022 and has the capacity to ship up to 10 million units per year across an array of product categories, made possible by our

partnerships with our suppliers. Our manufacturing operations are designed to allow low-cost production of a wide variety of products

while maintaining a high level of customer service and quality. We believe that our manufacturing facilities

generally have sufficient capacity to meet our current business requirements and our currently anticipated sales. Vendor/Supplier Relationships We have developed long term relationships with

our top four contact manufacturers based in China, Taiwan and the United States. All materials are sourced by the contract manufacturers.

The following table sets forth the vendors and suppliers that accounted for more than 10% of our purchases for the year ended December

31, 2022: Supplier Product Total Purchases (2021) Total Purchases (2022) Percent of Purchases (2022) Contour Optik Inc. Reading Glasses $ 4,453,915 $ 4,118,692 49 % Prosben Inc. Accessories/ Private Label 1,027,890 1,294,240 15 % Indiana Face Mask PPE 140,550 1,645,479 19 % While we work primarily with a small, select

group of trusted partners to ensure our quality and reliability, we are under no exclusive supplier contracts, and we have working relationships

with a variety of second-source alternatives for all product manufacturing needs. We believe that our strong relationships with

suppliers yield high quality, competitive pricing and overall good service to our customers. Although we cannot be sure that our sources

of supply will be adequate in all circumstances, we believe that we can develop alternate sources in a timely and cost-effective manner

if our current sources become inadequate. Due to the availability of numerous alternative suppliers, we do not believe that the loss

of any single supplier would have a material adverse effect on our consolidated financial condition or results of operations. See Item

1A “ Risk Factors—Risks Related to Our Eyewear Products Business ” for a description of the risks related to our

supplier relationships. Sales and Marketing Our innovative retail product packaging design

is also a highly effective marketing tool. We use intuitive merchandizing displays to show the full color spectrum and product choices

of our offering in retail locations. Our eyeglass products are designed to be displayed in a way that is easier to take off, try, package,

and replace each product, as compared to historical tagged eyewear products. Our branded assortments of differentiated fashion forward

product lines are specifically curated for each individual, channel, and retail partner. We also market our certificated carbon neutral

status, as well as our eco-friendly reading glasses that are made from recycled plastic, recycled metal, and bamboo. 39 Additional marketing programs may include in-store

promotional programs for customers, e-commerce via our website and Amazon.com, as well as email blasts. New product launches and updates

are also sent to customers via email blast periodically. We exhibit at key industry and customer tradeshows

and belong to the Vision Council. Customers We sell products to national retailers, direct-to-consumer,

web-based retailers, and industrial wholesalers. We serve multiple large customers, including

Amazon, Raley’s, Publix, Whole Foods and Target. Most of our online customers such as Amazon ship

direct. A majority of our sales are made to repeat customers, with many of our retail customer relationships spanning more than 10

years. As of December 31, 2022, we had sales agreements

in place with most of our customers, including all national and midsize accounts. Sales agreements specify new store allowances,

terms of sale (discounts), 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 2020, due to the COVID-19 pandemic, we entered

a personal care products market for PPE and other health products, where we sold products to our large retail customers, such as Target,

as well as the United States government. Competition The OTC eyewear products and accessories industry

is highly competitive with product availability, store location, brand recognition, and price being the principal competitive factors.

We believe that we have established our brand as an industry-leader in the marketing and sale of OTC eyeglasses and eyeglass products

for the retail and direct to consumer industries, especially for reading glasses and sunglasses. Current competitors in related industries

are Foster Grant, SAV Eyewear, Eyebobs, Peepers, Blue Gem, Sees Eyewear, Modo, and EyeOs. Many of our current

competitors have, and potential competitors may have, longer operating histories, greater brand recognition, larger fulfillment infrastructures,

greater technical capabilities, faster and less costly shipping, significantly greater financial, marketing and other resources and larger

customer bases than we do. 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 67 years through bringing unique products and eyeglass designs to

the market to meet current and future needs. ● Trademarks

and brands . We have been granted 19 trademarks in the United States, relating to

each of our specialized brands. We believe that our brands provide unique and distinct focuses,

each of which provides products in a distinctive product category, retail channel, and for

a particular price point. ● Long-term

supplier and customer relationships . We have established relationships with our vendors,

with many of these relationships spanning more than 20 years, and the majority of our sales

are to our established retail partners, with many of our customer relationships lasting over

10 years. Our partnership with companies like Target and Raley’s enables us to provide

quality products to trusted and repeated customers. We believe that we are the only OTC eyewear

supplier to have meaningful penetration in all significant retail channels, including office

supply, outdoor brands, and natural grocery channels. 40 Growth Strategies 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 our existing range. We

look to expand distribution of our new blue light blocking eyewear, which was initially released

in Target in April 2018, under our “Screen Vision by ICU Eyewear” brand. Additionally,