CAPSTONE COMPANIES, INC. - Quarter Report: 2016 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

X     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2016

__TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 000-28831

(Exact name of small business issuer as specified in its charter)

Indicate by check mark whether the registrant (1) has 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. [X] Yes [__] No

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X]     No [_]

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 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 [X] No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date. As of October 24, 2016, there were 48,132,664 shares of the issuer's Common Stock, $0.0001 par value per share, issued and outstanding.

CAPSTONE COMPANIES, INC.

Quarterly Report of Form 10-Q

Three Months and Nine Months Ended September 30, 2016

TABLE OF CONTENTS

 

CAPSTONE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
		September 30,				December 31,
		2016				2015
		(Unaudited)
Assets:
Current Assets:
Cash		$	359,587			$	364,714
Accounts receivable, net			11,832,358				5,077,182
Inventory			480,758				205,708
Prepaid expenses			522,694				566,459
Total Current Assets			13,195,397				6,214,063
Fixed Assets:
Computer equipment and software			19,767				19,767
Machinery and equipment			396,133				380,633
Furniture and fixtures			5,665				5,665
Less: Accumulated depreciation			(339,579	)			(295,180	)
Total Fixed Assets			81,986				110,885
Other Non-current Assets:
Deposit			12,193				12,193
Investment (AC Kinetics)			-				500,000
Note receivable			513,654				-
Goodwill			1,936,020				1,936,020
Total Other Non-current Assets			2,461,867				2,448,213
Total Assets		$	15,739,250			$	8,773,161
Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts payable and accrued liabilities		$	3,023,561			$	2,164,283
Income tax payable			12,600				7,500
Note payable - Sterling National Bank			6,620,023				2,275,534
Notes and loans payable to related parties			1,301,596				2,064,034
Total Current Liabilities			10,957,780				6,511,351
Commitments and Contingent Liabilities (Note 5):
Stockholders' Equity:
Preferred Stock, Series A, par value $.001 per share, authorized 6,666,667 shares, issued -0- shares			-				-
Preferred Stock, Series B-1, par value $.0001 per share, authorized 3,333,333 shares, issued -0- shares			-				-
Preferred Stock, Series C, par value $1.00 per share, authorized 67 shares, issued-0-shares			-				-
Common Stock, par value $.0001 per share, authorized 56,666,667 shares, issued 48,132,664 shares			4,813				4,813
Additional paid-in capital			7,390,697				7,344,115
Accumulated deficit			(2,614,040	)			(5,087,118	)
Total Stockholders' Equity			4,781,470				2,261,810
Total Liabilities and Stockholders' Equity		$	15,739,250			$	8,773,161
The accompanying notes are an integral part of these financial statements.

 

CAPSTONE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2016				2015				2016				2015
Revenues, net		$	11,692,146			$	7,747,450			$	22,672,551			$	8,750,951
Cost of sales			(8,841,148	)			(5,767,306	)			(17,079,271	)			(6,410,197	)
Gross Profit			2,850,998				1,980,144				5,593,280				2,340,754
Operating Expenses:
Sales and marketing			488,057				16,716				903,888				185,229
Compensation			325,283				313,953				949,753				1,007,341
Professional fees			111,339				56,947				286,681				202,511
Product development			127,367				74,747				227,552				181,157
Other general and administrative			195,046				158,796				501,458				407,114
Total Operating Expenses			1,247,092				621,159				2,869,332				1,983,352
Net Operating Income			1,603,906				1,358,985				2,723,948				357,402
Other Income (Expense):
Interest income			13,664				-				13,664				-
Interest expense			(103,363	)			(111,654	)			(227,522	)			(205,933	)
Total Other Income (Expense)			(89,699	)			(111,654	)			(213,858	)			(205,933	)
Income Before Tax Provision			1,514,207				1,247,331				2,510,090				151,469
Provision for Income Tax			(24,412	)			-				(37,012	)			-
Net Income		$	1,489,795			$	1,247,331			$	2,473,078			$	151,469
Net Income per Common Share
Basic		$	0.031			$	0.026			$	0.051			$	0.003
Diluted		$	0.031			$	0.026			$	0.051			$	0.003
Weighted Average Common Shares Outstanding
Basic			48,132,664				48,132,664				48,132,664				46,057,590
Diluted			48,371,158				48,132,664				48,320,017				46,057,590
The accompanying notes are an integral part of these financial statements.

CAPSTONE COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
		For the Nine Months Ended
		September 30,
		2016				2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income		$	2,473,078			$	151,469
Adjustments necessary to reconcile net income to net cash (used in)  operating activities:
Depreciation and amortization			44,400				49,311
Accrued interest on note receivable			(13,654	)			-
Stock based compensation expense			46,581				81,219
Accrued sales allowance			(94,203	)			(196,978	)
(Increase) decrease in accounts receivable			(6,755,174	)			(6,376,672	)
(Increase) decrease in inventory			(275,049	)			38,337
(Increase) decrease in prepaid expenses			43,764				(371,317	)
(Increase) decrease in other assets			-				14,456
Increase (decrease) in accounts payable and accrued liabilities			958,580				1,167,729
Increase (decrease) in accrued interest on notes payable			(168,492	)			148,385
Net cash (used in) operating activities			(3,740,169	)			(5,294,061	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment			(15,501	)			(58,194	)
Net cash (used in) investing activities			(15,501	)			(58,194	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable			19,393,834				5,791,914
Repayments of notes payable			(15,049,345	)			(1,895,194	)
Proceeds from notes and loans payable to related parties			860,000				2,500,000
Repayments of notes and loans payable to related parties			(1,453,946	)			(1,100,000	)
Net cash provided by financing activities			3,750,543				5,296,720
Net (Decrease) in Cash and Cash Equivalents			(5,127	)			(55,535	)
Cash and Cash Equivalents at Beginning of Period			364,714				313,856
Cash and Cash Equivalents at End of Period		$	359,587			$	258,321
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest		$	396,014			$	57,549
Income taxes		$	31,912			$	-
		$	427,926			$	57,549
Non-cash financing and investing activities:
Conversion of Series C Preferred Stock to Common Stock		$	-			$	1,000
Sale of Investment for Note receivable		$	500,000			$	-
The accompanying notes are an integral part of these financial statements.

		3 months ended September 30, 2016				9 months ended September 30, 2016
Basic weighted average shares outstanding			48,132,664				48,132,664
Dilutive warrants			238,494				187,353
Diluted weighted average shares outstanding			48,371,158				48,320,017

Year Ended December, 31,		US				HK				Total
2016		$	66,870			$	37,274			$	104,144
2017			92,256			$	20,322				112,578
2018			93,885				0				93,885
2019			95,570				0				95,570
2020			7,964				0				7,964
Total future lease obligation		$	356,545			$	57,596			$	414,141

										Weighted
						Weighted				Average
						Average				Remaining				Aggregate
						Exercise				Contractual				Intrinsic
		Shares				Price				Term (Years)				Value
Outstanding, December 31, 2015			5,272,227			$	0.435				1.73			$	-
Granted			210,000				0.435				5.24				-
Exercised			-				-				-				-
Forfeited/expired			(300,001	)			-				-				-
Outstanding, September 30, 2016			5,182,226			$	0.435				1.01			$	-
Vested/exercisable at December, 31, 2015			5,062,227			$	0.435				1.60			$	-
Vested/exercisable at September, 30, 2016			4,972,224			$	0.435				1.05			$	-

		2016				2015
AC Kinetics Series A Convertible Preferred Stock		$	-			$	500,000

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following management's discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this Form 10-Q quarterly report. In addition to historical information, the following discussion contains certain forward-looking statements under the Private Securities Litigation Act of 1995, as amended. See "Special Note Regarding Forward Looking Statements" below for certain information concerning those forward- looking statements.  As used below, "our" and "we" refers to the Company and its subsidiaries.

Special Note Regarding Forward Looking Statements

This Form 10-Q quarterly report contains forward-looking statements that are contained principally in the sections describing our business as well as "Risk Factors," and this "Management's Discussion and Analysis of Financial Condition and Results of Operations." These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned "Risk Factors" in our latest annual report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the SEC. In some cases, you can identify forward-looking statements by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "would" and similar expressions (including the negative and variants of such words) intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to various risks and uncertainties. Given these uncertainties, a reader of this Form 10-Q quarterly report should not place undue reliance on these forward-looking statements. These forward-looking statements include, among other things, statements relating to:

·	our expectations regarding growth and changes in the consumer product markets in which we sell our products and in the consumer specialty lighting industry;

·	our expectation regarding increasing demand for our products and changes in consumer tastes;

·	our belief that we will be able to effectively compete with our competitors and increase or maintain our market share as well as our prospects in new geographical markets and in any new ventures or product lines;

·	our expectations with respect to increased revenue growth and our ability to achieve profitability resulting from increases in our production volumes or changes or expansion of our product lines;

·	our ability to obtain affordable funding when required; and

·	our future business development and results of operations and financial condition, including any efforts to penetrate new markets in the world or to launch new product lines.

Forward-looking statements represent our estimates and assumptions only as of the date of this Form 10-Q quarterly report. One should read this Form 10-Q quarterly report and the documents that we reference herein and filed as exhibits to this Form 10-Q quarterly report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

The Company is a "penny stock" company under Commission rules and the public stock market price for its Common Stock has been depressed for several consecutive fiscal quarters.  The Company's Common Stock lacks sufficient or active primary market makers and institutional investor support in the public market and this lack of support means that any increase in the per share price of our Common Stock in the public market is usually eliminated by selling pressure from profit taking by investors.  As of October 24, 2016, the Common Stock was trading at $.48 on the Bid Investment in our Common Stock. Investment in our Common Stock is highly risky and should only be considered by investors who can afford to lose their investment and do not require on demand liquidity. Investors should consider risk factors in this quarterly report on Form 10-Q and other SEC filings of the Company.   The Company completed a 1-for-15 reverse stock split for the Common Stock on July 25, 2016. The reverse stock split did not change the Company's status as a "penny stock" company.

 

 

Use of Certain Defined Terms. Except as otherwise indicated by the context, references in this quarterly report to:

(1) "Capstone Lighting Technologies, L.L.C." or "CLTL" is a wholly owned subsidiary of Capstone Companies, Inc.

(2) "Capstone International Hong Kong Ltd" or "CIHK" is a wholly owned subsidiary of Capstone Companies, Inc. and a Hong Kong SAR registered Company.

(3) "Capstone Industries, Inc.", a Florida corporation and a wholly owned subsidiary of CAPC, may also be referred to as "CAPI."

(4) "Capstone Companies, Inc.," a Florida corporation, may also be referred to as "we," "us" "our," "Company," or "CAPC." Unless the context indicates otherwise, "Company" includes in its meaning all of Capstone Companies, Inc.'s subsidiaries.

(5) "China" or "PRC" means People's Republic of China.

(6) References to "33 Act" or "Securities Act" means the Securities Act of 1933, as amended.

(7) References to "34 Act" or "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(8) "SEC" or "Commission" means the U.S. Securities and Exchange Commission.

(9) "Subsidiaries" means the following wholly owned subsidiaries of the Company:  Capstone Industries, Inc. ("CAPI"), Capstone International H.K Ltd., ("CIHK"), and Capstone Lighting Technologies, Inc. ("CLTL").

General.

Capstone Companies, Inc., a Florida corporation, ("CAPC," "Company," "we," or "our") is a public holding company with its Common Stock, $0.0001 par value per share, ("Common Stock") quoted on the OTC QB Venture Market exchange of The OTC Markets Group, Inc. and, since July 6, 2012, under the trading symbol "CAPC."  As a result of a 1-for-15 reverse stock split effective as of July 25, 2016, the trading symbol was ("CAPC-D") for twenty (20) days from July 25, 2016.  As of August 22, 2016, the trading symbol has reverted back to ("CAPC"). As of August 22, 2016, the Company's Common Stock commenced quotation on the OTC QB Venture Market exchange of The OTC Markets Group, Inc.  Prior to this quotation, the Common Stock was quoted on the Pink Tier of The OTC Markets Group Inc. This discussion should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015

Available Information.

The Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are filed with the SEC. Such reports and other information filed by the Company with the SEC are available on the Company's website at http://www.capstonecompaniesinc.com/Investor Relations and on the SEC's website at http://www.sec.gov. The public may read and copy any materials filed by the Company with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549, or through the aforesaid website URL's. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. The contents of these websites are not incorporated into this filing. Further, the Company's references to the URLs for these websites are intended to be inactive textual references only.

Factors Affecting our Financial Performance.

Our operating results are or may be primarily affected by the following factors:

* Our ability to achieve and maintain profitability and positive cash flow, which in turn is dependent on the following factors:

- Our ability to develop and effectively update and market our products;

- Our ability to procure and maintain on commercially reasonable terms relationships with third parties from whom we acquire product inventory;

- Our ability to identify and pursue channels through which we will be able to market our products;

- Our ability to attract new customers for our products;

- Our ability to manage our costs and maintain low overhead as well as access affordable funding on a timely basis; and

- Our ability to attract retail customers on cost-effective terms to brick and mortar retail locations or to on-line retailer Amazon.com.

 

 

Studies like The Neilson Company's August 2014 "E-Commerce: Evolution or Revolution in the Fast-Moving Consumer Goods World," document that e-commerce is increasingly important in consumer goods industry. With the growing importance of e-commerce and online purchase of consumer goods, coupled with the consumers' use of Internet search engines like Google and Bing in selection of consumer goods, marketing through online mediums like Facebook, Pinterest, Yahoo!(R) Groups and YouTube.com, as well as "viral" marketing through Twitter or Instagram and online blogs, are increasingly important marketing tools for consumer goods.  We recognize a need to enhance our non-traditional Social Media marketing avenues. We may be unable to successfully develop such non-traditional marketing strategies and efforts or may lack the available funds to do so as long as traditional marketing and sales through retailers and their stores remain our central marketing and sales strategy. Reliance on traditional brick-and-mortar retailers is itself a risk factor for our company. The Company reviews possible expansion of Social Media based marketing from time to time, but the Company has not developed a formal Social Media marketing program as of the date of this Form 10-Q quarterly report.

Introduction

The following discussion and analysis provides an introduction to our Company, its current strategy and customers and summarizes the significant factors affecting: (i) our consolidated results of operations for the three months and nine months ended September 30, 2016 compared with the same periods in 2015 and (ii) financial liquidity and capital resources.

We are a public holding company organized under the laws of the State of Florida. We design and manufacture a line of specialty power failure lighting solutions and other innovative specialty consumer lighting products for the North American and Global retail markets through our operating subsidiaries.  Our primary operating subsidiary is Capstone Industries, Inc., a Florida corporation located in the principal executive offices of the Company ("CAPI").   Capstone International Hong Kong, Ltd., or "CIHK", was established to expand our product development, engineering and factory resource capabilities in Hong Kong.  Our LED lighting product line consists of stylish, innovative and easy to use consumer lighting products, including power failure multi-function handheld lights, power failure multi-function nightlights, decorative nightlights, wireless motion sensor lights, remote control battery powered accent lights, remote control outlets, bath vanity lights and outdoor LED fixtures.  Our products are sold under CAPI brand name, "Capstone Lighting," and also under a nationally recognized licensed brand named Hoover^Ò HOME LED.  We seek to deliver strong, consistent business results and superior shareholder returns by providing consumers on a global basis with unique products that make their lives simpler and safer.

We oversee the manufacturing of our products, which are currently all made in China by OEM contract manufacturers, through our three wholly-owned operating subsidiaries: CAPI, CIHK and CLTL.  Our Chinese contract manufacturers may participate in the design of our products.  We believe that we have commercially reasonable terms with our Chinese contract manufacturers. Our products are typically shipped from our Chinese contract manufacturers and stored in warehouses or with distributors in our markets.  From time to time, we evaluate our relationship with existing contract manufacturers as well as alternative contract manufacturing sources in China and elsewhere as part of our contingent planning.

Strategy

Our objective is to increase profitability, cash flow and revenues while enhancing our position as a leading manufacturer, marketer and distributor through the ongoing development of innovative and technologically advanced ideas and concepts for the LED Home Lighting consumer product categories.  We plan to leverage our product successes by expanding our offerings into all categories of the LED Home Lighting product lines.  We have established the 'Capstone Lighting' brand in the power failure and wireless motion sensor light product lines and also in the Remote-Controlled Battery Accent Lights and Wireless Remote Controlled outlet lines.  To successfully enter into the expanded new Home LED product lines, we determined a highly recognized national brand could be advantageous.  In 2014 the Company initiated a search for a brand name that would resonate with consumers.  The desired brand had to have a perceived rich heritage, and one trusted by American homeowners for high performance, quality and trustworthiness.  The Hoover^Ò HOME LED brand was launched and we believe that it has been successfully received by retailers and consumers.  Since its launch, the Company has continued to expand its product offerings under the Hoover^Ò HOME LED brand.

Our 2013 investment in AC Kinetic Technologies, an Armonk, New York technology development company, has allowed us to develop certain innovative concepts that the Company has conceived and that are complex and which has yielded intellectual property that we believe will further distinguish the Company's products from other off-the-shelf products commonly marketed at the retail level.  The Company plans to exploit the trade secret technologies developed and completed by AC Kinetic Technologies within the Company's own products, both labeled under "Capstone" and under the Hoover^Ò HOME LED brand.

On June 8, 2016, the Board of Directors approved and accepted an offer from AC Kinetics to buy back their 100 shares of AC Kinetics Series A Preferred Stock for a $1,500,000 Note Receivable with an estimated fair market value of $500,000.  The Company may continue its technology development relationship with AC Kinetics despite the agreement to sell the 100 shares of A C Kinetics Series A Preferred Stock.

 

Perceived or Essential Strengths. We have extensive experience in introducing new products to retail market channels and we believe that this experience provides us a competitive edge in our niche markets.  In our early product development, we sought to find niche product opportunities that may have been overlooked or underexploited by competitors, in order to win a profitable niche of the market share with minimal cost of market entry.  In May 2016, the Company launched another extensive array of new products at the National Hardware Show in Las Vegas, Nevada.  The new products introduced additional functionality to existing categories of products that are deemed meaningful to consumers.  The Company's desired product(s) characteristics are as follows:

·	Designed to make everyday tasks or usage simpler and more enjoyable for consumers;

·	While continuing to focus on increased profit margins, the products must be affordable to win at the point of sale and deliver increased revenues for retail partners;

·	The products must represent significant value when compared with items produced or marketed by competitive consumer product companies; and

·	Wherever feasible, the products must be unique to the market whether this be accomplished though design techniques, added functionality or some proprietary innovation.

With respect to our goal of sustained profitability, our challenge has been and remains to achieve greater profit margins from our product lines by either innovative product that induce consumers to pay a higher purchase price or increased efficiencies in producing and selling products.

 

Due to the extensive, modern manufacturing, design and engineering capabilities in China, and the lower unit costs in China, we believe that it is more economical and efficient to continue to manufacture certain products in China and have them shipped to the United States rather than to have such products produced in North America.  While this resource is available to and used by large numbers of U.S. companies, including our competitors, we believe this Chinese manufacturing resource gives us the level of production cost and quality that allows us to be competitive with larger competitors in the United States.  However, as design technologies can influence the degree of hand labor in building its future products, the Company expects the advantages it has realized by manufacturing solely in China to be challenged.  In these cases, the Company will evaluate production opportunities in the United States.

The Company has expanded its CIHK's operations in Hong Kong, with personnel experienced in engineering and design, product development and testing, product sourcing, international logistics and quality control.  These associates work with our OEM Chinese factories to develop and prototype new product concepts and to ensure products meet consumer product regulations and rigorous quality control standards.  All products are tested before and during production by Company personnel.  This team also provides extensive product development, quality control and logistics support to our factory partners to ensure on time shipments.  In anticipation of the Company's growth we have continued our investment to ensure overseas factory performance meets stringent tolerances to maintain our competitiveness and operational excellence.

We have expanded our international sales by leveraging our relationships with our existing global retailers and by strengthening our international product offerings.  Our Hong Kong office assists us in placing more products into foreign market channels as well.  In 2016 we surpassed our initial expansion goal with product sales in Australia, Canada, Japan, South Korea, Taiwan and the United Kingdom. In the nine months ended September 30, 2016 international sales, as compared to the same period 2015, increased by $1,058,700 or 134.3 %. International sales for the nine months ended September 30, 2016 were $1,847,300 or 8 % of total net revenue compared to $788,600 or 8 % of net revenue in the same period in 2015.

Products and Customers

The Company has earned the recognition associated with being an innovative company as evidenced by the Company being invited to more retail buying reviews than earlier years when we were more focused on proving our ability to perform in the big box retail brick-and-mortar environment while supplying a short line of products.  We are now determined to expand our product positioning through the introduction of many more indoor and new outdoor lighting programs both under the "Capstone" brand and the Hoover^® Home LED brand.  We will also be expanding hardwired solid state products to our programs in addition to the existing battery and induction powered product lines, through the expansion of bath vanity fixtures. Hoover^® is a registered trademark of Techtronic Floor Care Technology Limited.  Such expansion involves the inherent risk of increased operating and marketing costs without a corresponding increase in operational revenues and profits.

 

Since inception, we have focused on establishing and growing relationships with numerous leading international, national and regional retailers, including but not limited to: Amazon, Canadian Tire, Costco Wholesale, Home Depot, Lowes, Office Depot, Sam's Club, The Container Store and Wal-Mart. These distribution channels may sell our products through the Internet as well as through retail storefronts and catalogs/mail order.  Our experience in management, operations, and the export business has enabled us to develop the scale, manufacturing efficiencies, and design expertise that serves as the foundation for us to aggressively pursue niche product opportunities in our largest consumer markets and growing international market opportunities.  While we have traditionally generated the majority of our sales in the domestic U.S. market, urbanization, rising family incomes and increased living standards abroad have spurred a perceived demand for small consumer appliances internationally.  In order to capture this market opportunity, we introduced the Capstone brands to markets outside the U.S., including Central and South America, Taiwan, South Korea, Australia, Japan, the United Kingdom and Canada. This continues to be a successful distribution channel with international sales for the nine months ended September 30, 2016, increasing 134% from the same period in 2015 and representing 8 % of total net revenue in 2016 with the other 92 % of total net revenue originating in the United States. Based on our experience in the industry, our Chinese contract manufacturing resources and focus on well designed, practical products, we believe our company is well positioned to become a leading manufacturer in the rapidly growing LED home lighting and security lighting segments. Our efforts to achieve such a goal are ongoing.  Sluggish economic growth in North America in past two years and the global angst caused by a decline in the rate of Chinese economic growth in the past year are factors that hinder expansion in the consumer goods market.  We believe we will maintain our revenue growth because of our ability to deliver unique products on time, the quality reputation of our products, our business relationships with our retailers and our aggressive product expansion strategies currently in place.  Such continued progress depends on a number of assumptions and factors, including ones mentioned in "Risk Factors" below. Critical to growth are economic conditions in our markets that foster greater consumer spending as well as success in our initiatives to distinguish our brands from competitors by design, quality, and scope of functions and new technology or features.  Our ability to fund the pursuit of our goals remains a constant, significant factor.

With our new branded lighting categories, Capstone has a comprehensive product offering for our niche in the industry.  We believe that we will provide retailers with a broad and diversified portfolio of consumer products across numerous product categories, which should add diversity to our revenues and cash flows sources.  Within these categories, we seek to service the needs of a wide range of consumers by providing products to satisfy their different interests, preferences and budgets.

 

We believe our ability to serve retailers with a broad array of branded products and quickly introduce new products will continue to allow us to further penetrate our existing customer bases, while also attracting new customers. Our primary, perceived challenge is creating sustained consumer demand for our products in a growing number of markets and attaining sustained profitability, which challenge is complicated by the cost of new product development and costs of penetrating new markets.

Sales and Marketing

CAPC's products are marketed primarily through a direct independent sales force, distributors and wholesalers.  The sales force markets our products through numerous retail locations worldwide, including mass merchandisers, warehouse clubs, food, drug and convenience stores, department stores and hardware centers.  We actively promote our products to retailers and distributors at North American trade shows, but rely on the retail sales channels to advertise our products directly to the end consumer.  Domestically and internationally, the sales teams market our full portfolio of product offerings.  All sales activities at major account levels involve direct executive management participation.  The Company will also be targeting direct to retail clients through CIHK for products that fall outside Capstone's branded categories but are deemed innovative and preferably exclusive to CIHK.  This should allow for quicker revenue expansion as time consuming product and brand development efforts are the responsibility of the retailer.

We depend on e-commerce efforts of Amazon and our retail customers in lieu of pursuing our own aggressive in-house e-commerce effort.  We believe this reliance on Amazon and retail customer e-commerce is the most efficient and effective approach for the Company in e-commerce.

We maintain a Facebook website at https://www.facebook.com/powerfailuresolutions/ and our sales staff may use Social Media from time to time to promote our products and brands.  We have not developed a comprehensive Social Media campaign based on third party sponsors or promoters.  Due to the perceived growth of Social Media as a growth mechanism for products, we may have to invest more resources in the future in expanding our Social Media marketing.  Any such investment of resources and any delay in expanding Social Media marketing could adversely impact our performance in the future.

Competitive Conditions

We believe that the following competitive strengths have and will continue to serve as a foundation for our business strategy:

We believe that the specialized nature of our existing niche categories and the market share that it has provided us will allow us to introduce and launch our new expanded LED Home Lighting programs.

 

 

We believe our licensed brand is a recognized domestic brand that will assist our initiatives for innovative new LED products.  Overall, we believe this brand recognition and consumer awareness, coupled with the quality of our products, will help promote significant customer loyalty for any future innovative LED products.  We will be providing retailers with a broad and diversified portfolio of consumer LED products across numerous product categories, which should add diversity to our revenues and cash flows.  Within these categories, we intend to service the needs of a wide range of consumers by providing products to satisfy their different interests, preferences and budgets.

Working Capital Requirements

In order to more effectively support retailers in the U.S. domestic markets, so that retailers can quickly replenish their stock and reduce the impact of lost sales as a result of stock outages, the Company as required, strategically increases its inventory levels held in our Anaheim, California warehouse. Combined with the cost of new product molds, product testing and certifications, package design work, expansion of the sales support team in the U.S. and further expansion of the design and engineering capabilities in our Hong Kong office, the Company may require additional working capital to fund these strategic projects.

As required, additional funding options will be considered to ensure that product launches are never held back as a result of funding shortfalls.  Certain members of Company's management and Board of Directors have supplemented the cash flow needs as required through short term loans.  Access to affordable, timely funding could be critical to our ability to compete and expand our market share.

The low market price of our Common Stock hinders our ability to access capital markets, but the enhancement of our Common Stock's market price requires, in our opinion, sustained profitability coupled with revenue growth. Sustain profitability and revenue growth is deemed to be required to attract market maker and institutional support for our Common Stock, which support we deem vital to any possible, sustained increase in the market price of our Common Stock.

Competitive Conditions

The consumer products and small electronics businesses are highly competitive, both in the United States and on a global basis, as large manufacturers with global operations compete for consumer acceptance and, increasingly, limited retail shelf space.  Competition is influenced by brand perceptions, product performance and value perception, customer service and price.  Our principal lighting competitors in the U.S. are Jasco, Energizer and Sylvania.  We believe private-label sales by large retailers has some impact on the market in some parts of the world as many national retailers such as Home Depot, Lowes and Target offer lighting as part of their private branded product lines.  Many of competitors have substantially greater resources and capabilities, including greater brand recognition, research and development budgets and broader geographical market reach.  Competitors with greater resources could undermine our expansion efforts by marketing campaigns targeting our expansion efforts or engaging us in a price competition.

With trends and technology continually changing, CAPC will continue to endeavor to invest and rapidly develop new products that are competitively priced with consumer centric features and benefits easily articulated to influence point of sale decision making.  Success in the markets we serve depends upon product innovation, pricing, retailer support, responsiveness, and cost management.  We continue to invest in developing the technologies and design critical to competing in our markets as evidenced by the launch of many new innovative products at the International Hardware Show in May 2016.  Our ability to invest is limited by operational cash flow and funding from third parties, including members of management and the Board of Directors.

Raw Materials

The principal raw materials used by the Company are sourced in China, as we manufacture our products exclusively through contract manufacturers in the region.  Raw materials used in manufacturing include plastic resin, copper, led bulbs, batteries, and corrugated paper. Prices of materials have remained lower and competitive in the last year as a result of lower oil prices and the strengthening U.S. dollar. CAPC believes that adequate supplies of raw materials required for its operations are available at the present time.  CAPC cannot predict the future availability or prices of such materials.  These raw materials are generally available from a number of different sources, and the prices of those raw materials are susceptible to currency fluctuations and price fluctuations due to transportation, government regulations, price controls, economic climate, or other unforeseen circumstances.  In the past, CAPC has not experienced any significant interruption in availability of raw materials.  We believe we have extensive experience in manufacturing and have taken positions to assure supply and to protect margins on anticipated sales volume.  Our Hong Kong office is responsible for developing and sourcing finished products from Asia in order to grow and diversify our product portfolio.  Quality testing for these products is performed both by our Hong Kong office and by our globally recognized third party quality testing laboratories.

Section 1502 of Title XV of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires SEC-reporting companies to disclose annually whether any conflict minerals are necessary to the functionality or production of a product.  Based on our inquiries to our manufacturers, we do not believe as of the date of such inquiries that any conflict minerals are used in making our products.

 

 

Seasonality

Sales for household products and electronics are seasonally influenced, with increased purchases by consumers during the key holiday winter season of the fourth fiscal quarter, which requires increases in retailer inventories during the third fiscal quarter.  In addition, natural disasters such as hurricanes and tornadoes can create conditions that drive increased needs for portable power and spike power failure light sales.  Many retailers now recognize a storm preparedness period and the Company believes that it is well positioned to gain market share in these sales periods. The Company's "Power Failure Solutions" products support this growing awareness.   As is true for our lighting products, the Power Failure Solutions faces competition from domestic and international companies, which includes competitors with greater resources, market share and brand recognition.

Based on industry experience, management expects that the new LED Home Lighting product offerings will not be as influenced by seasonal factors and will provide a more balanced revenue stream during the year once programs are executed fully at retail.

Intellectual Property

CAPC subsidiary, CAPI, owns a number of U.S. trademarks and patents which CAPC considers of substantial importance and which are used individually or in conjunction with other CAPC trademarks and patents.  These include the following trademarks: Timely Reader, Pathway Lights, Timely Reader Book lights with Timer and Auto Shut Off and 10 LED - Eco-i-Lite Power Failure Light, 5 LED - Eco-i-Lite Power Failure Light, 3 LED - Eco-i-Lite Power Failure Light, 3 LED Slim Line Eco-i-Lite Power Failure Light, LED Induction Charged Headlight.  We also have a number of patents pending on our Security Motion Activated Lights and Bathroom Vanity Light.  CAPC periodically prepares patent and trademark applications for filing in the United States and China.  CAPC will also pursue foreign patent protection in foreign countries if deemed necessary.  CAPC's ability to compete effectively in the power failure, portable lighting, and LED Home Lighting categories depends in part, on its ability to maintain the proprietary nature of its technology and manufacturing processes through a combination of patent and trade secret protection, non-disclosure agreements, licensing, and cross-licensing agreements.  CAPC owns a number of patents, trademarks, trademark and patent applications and other technology which CAPC believes are significant to its business. These relate primarily to lighting device improvements and manufacturing processes.

Value of Patents. The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage and the availability of legal remedies in the country. Issued patents or patents based on pending patent applications or any future patent applications may not exclude competitors or may not provide a competitive advantage to us. In addition, patents issued or licensed to us may not be held valid if subsequently challenged and others may claim rights in or ownership of such patents. The validity and breadth of claims in technology patents involve complex legal and factual questions and, therefore, the extent of their enforceability and protection is highly uncertain.

Reverse engineering, unauthorized copying or other misappropriation of our technologies could enable third parties to benefit from our technologies without paying us. We cannot assure shareholders that our competitors have not developed or will not develop similar products, will not duplicate our products, or will not design around any patents issued to or licensed by us.  We will assess any loss of these rights and determine whether to litigate to protect our intellectual property rights on a case by case basis.

We rely on trademark, trade secret, patent, and copyright laws to protect our intellectual property rights.  We cannot be sure that these intellectual property rights will be effectively utilized or, if necessary, successfully asserted.  There is a risk that we will not be able to obtain and perfect our own intellectual property rights, or, where appropriate, license intellectual property rights from others to support new product introductions.  There can be no assurance that we can acquire licenses under patents belonging to others for technology potentially useful or necessary to us and there can be no assurance that such licenses will be available to us, if at all, on terms acceptable to us.  Moreover, there can be no assurance that any patent issued to or licensed by us will not be infringed or circumvented by others, or will not be successfully challenged by others in lawsuits.  We do not have a reserve for litigation costs associated with intellectual property matters.  The cost of litigating intellectual property rights claims may be beyond our financial ability to fund.

 

Distribution and Fulfillment

Since January 2015, the Company transferred its U.S. domestic warehousing and distribution operation to a third-party warehousing facility situated in Anaheim, California.  The warehouse distributor provides full inventory storage, packaging and logistics services including direct to store and direct to consumer shipping capabilities that electronically interface to our existing operations software.  This company provides full ERP (Enterprise Resource Planning), Inventory Control and Warehouse Management Systems.  These fulfillment services can be expanded to the east coast in Charleston, South Carolina, if we need to establish an east coast distribution point. This relationship will provide as needed, a major expansion of our U.S. distribution capabilities.

Research, Product Development, and Manufacturing Activities

Our research and development department based in Hong Kong designs and engineers many of our products, with collaboration from our third-party manufacturing partners.  They also establish strict engineering specifications and product testing protocols for our contract manufacturers' factories and ensure the factories adhere to all Chinese Labor and Social Compliance Laws.  Under the current political regime in China, sudden and unexpected changes in such laws are possible and could impact our business or financial performance by increasing the cost or ease of conducting business.

Our research and development team ensures our proprietary manufacturing expertise by maintaining control over all outsourced production and critical production molds.  In order to ensure the quality and consistency of our products manufactured in China, we use globally recognized certified testing laboratories such as United Laboratories (UL) or Intertek (ETL) to ensure all products are designed and tested to adhere to each countries individual regulatory standards.  We also employ quality control inspectors who examine and test products to our specification before shipments are approved.  Our Hong Kong office capabilities have now been expanded to include product development, project management, sourcing management, supply chain logistics, factory compliance auditing, and quality enforcement for all supplier factories located in Hong Kong and mainland China.

We will continue to invest in this area as we expand the number of products being developed and as we move into more technical and innovative product categories.  These costs are expensed when incurred and are included in the operating expenses.

Critical Accounting Policies

We believe that there have been no significant changes to our critical accounting policies during the nine months ended September 30, 2016 as compared to those we disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K, for the fiscal year ended December 31, 2015.

CONSOLIDATED OVERVIEW OF OPERATIONS

Revenue, net

For the 3 months ended September 30, 2016 and 2015, total net sales were approximately $11,692,100 and $7,747,500, respectively, an increase of $3,944,600 or 50.9 % from the previous year.

For the 9 months ended September 30, 2016 and 2015, total net sales were approximately $22,672,600 and $8,751,000, respectively, an increase of $13,921,600 or 159.1 % from the previous year.

In the 3 and 9 months ended September 30, 2016 the Company continued to have a very strong revenue performance in the Accent Light Category in both the Capstone Lighting and Hoover^Ò HOME LED brands. In the 9-months ended September 30, 2016, the Company accrued $1,478,600 for marketing allowances for product promotions. Despite these marketing allowances the Company achieved nearly a $14 million revenue increase in the period. The Company also continued to expand International sales to various overseas markets during the period. International sales for the 9 months ended September 30, 2016 and 2015 were approximately $1,847,300 or 8% of total net revenue as compared to $788,600 or 8 % of total net revenue for the same period in 2015. That represents an international sales increase of $1,058,700 or 134.3% as compared to the same period 2015.

Cost of Sales

For the 3 months ended September 30, 2016 and 2015, cost of sales were approximately $8,841,100 and $5,767,300, respectively, an increase of $3,073,800 or 53.3% from the previous year. This represented 75.6% and 74.4% respectively of total net revenues.

 

 

For the 9 months ended September 30, 2016 and 2015, cost of sales were approximately $17,079,300 and $6,410,200, respectively, an increase of $10,669,100 or 166.4 % from the previous year. This cost represents 75.3% and 73.2 % respectively of total net revenues. For the nine-month period, 4.6% of the cost percentage to revenue increase was the result of $1,478,600 marketing allowance that reduced net revenue. Cost of sales has also increased as a result of the increased volume of units sold, however overall product unit costs continued to remain stable during the period.

Gross Profit

For the 3 months ended September 30, 2016 and 2015, gross profit was approximately $2,851,000 and $1,980,100 respectively, an increase of $870,900 or 44 % from the same period in 2015. Gross profit as a percentage of sales was 24.4% in the three-month period compared to 25.6% for the same quarter in 2015.

 

For the 9 months ended September 30, 2016 and 2015, gross profit was approximately $5,593,300 and $2,340,800 respectively, an increase of $3,252,500 or 139% from the same period in 2015. Gross profit as a percentage of sales was 24.7% in the nine-month period compared to 25.6% in the same period in 2015.

During the 9 months ended ending September 30, 2015, the Company determined that $196,977 of previously accrued promotional allowances were no longer required. The reduction of promotional allowances was included in revenue for the period ended September 30, 2015 and had the impact of increasing gross profit in that period.

Operating Expenses

For the 3 months ended September 30, 2016 and 2015, total operating expenses were approximately $1,247,100 and $621,200 respectively, an increase of $625,900 or 100.8 % as compared to same period in 2015.

For the 9 months ended September 30, 2016 and 2015, total operating expenses were approximately $2,869,300 and $1,983,400 respectively, an increase of $885,900 or 44.7% as compared to same period in 2015.

The following is a summary of the major expense variances by category in the 2016 period compared to 2015.

Sales and Marketing Expenses

For the 3 months ended September 30, 2016 and 2015, sales and marketing expenses were approximately $488,100 and $16,700 respectively, an increase of $471,400. During the quarter ended September 30, 2016, the increased expense resulted mainly from the distribution of royalty payments of $221,200 to TTI Floor Care for the Hoover^® License that was not incurred last year, representative commissions that increased from $1,100 in 2015 to $134,600 in 2016 and we incurred $64,300 in advertising promotions in the quarter.

For the 9 months ended September 30, 2016 and 2015, sales and marketing expenses were approximately $903,900 and $185,200 respectively, an increase of $718,700. During the period royalty payments to TTI Floor Care for the Hoover^® License were $406,400, that did not incur last year, representative commissions were $227,500 and we incurred $138,100 in advertising and trade show expense, which were the main reasons for the expense increase.

Compensation Expense

For the 3 months ended September 30, 2016 and 2015, compensation expense was approximately $325,300 and $314,000 respectively, an increase of $11,300 or 3.6%.

For the 9 months ended September 30, 2016 and 2015, compensation expense was approximately $949,800 and $1,007,300 respectively, a reduction of $57,500 or 5.7 %.

Overall compensation expense has been reduced as a result of the reduction of personnel, however, consulting professional fees have increased as we replaced a sales position with a sales consultant.

Professional Fees

For the 3 months ended September, 2016 and 2015, professional expenses were approximately $111,300 and $56,900 respectively, an increase of $54,400 or 95.6 %.

For the 9 months ended September 30, 2016 and 2015, professional expenses were approximately $286,700 and $202,500 respectively, an increase of $84,200 or 41.6 %. The higher expense in the quarter and 9-month period is mainly the result of the Company engaging the services of a sales consultant to support the U.S. office marketing effort.

 

 

Product Development Expenses

For the 3 months ended September 30, 2016 and 2015, product development expenses were approximately $127,400 and $74,700, respectively, an increase of $52,700 or 70.5%.

For the 9 months ended September 30, 2016 and 2015, product development expenses were approximately $227,600 and $181,200, respectively, an increase of $46,400 or 25.6%. This expense increase is the result of increased certification testing for new products, development costs related to our lighting technology and prototype and new sample costs.

Other General and Administrative

For the 3 months ended September 30, 2016 and 2015, other general and administrative expenses were approximately $195,000 and $158,800 respectively, an increase of $36,200 or 22.8 %.

For the 9 months ended September 30, 2016 and 2015, other general and administrative expenses were approximately $501,500 and $407,100 respectively, an increase of $94,400 or 23.2%. The expense increase is mainly the result of increased Sterling Bank fees associated with the higher total net revenue during the 9 months ended September 30, 2016.

Net Operating Income

For the 3 months ended September 30, 2016 the operating income was approximately $1,603,900 compared to $1,359,000 in 2015. This is an improved performance of $244,900 or 18% over the same period 2015.

For the 9 months ended September 30, 2016 the operating income was approximately $2,724,000 compared to a $357,400 net income in the same period last year. This is an improved performance of $2,366,600 or 662.2% over the same period 2015. Net Operating Margin was 12.0% of net revenue compared to 4.1% in for the nine months ended September 30, 2015.

Interest Expense

For the 3 months ended September 30, 2016 and 2015, interest expense was approximately $103,400 and $111,700, respectively, for a reduction of $8,300 or 7.4% as compared to the same period in 2015.

For the 9 months ended September 30, 2016 and 2015, interest expense was approximately $227,500 and $205,900, respectively, for an increase of $21,600 or 10.5% as compared to same period in 2015.

Despite having a substantial revenue growth during the 9 months, we have been able to curtail the need for increased borrowing and the resulting increased interest expense, by negotiating favorable payment terms with our overseas suppliers for orders being processed. This has substantially reduced the need for purchase order funding to complete order fulfilment.

Provision for Income Tax

For the 3 months ended September 30, 2016 and 2015, the provision for income tax was approximately $24,400 and $0, respectively.

For the 9 months ended September 30, 2016 and 2015, the provision for income tax was approximately $37,000 and $0, respectively.

Net Income

For the 3 months ended September 30, 2016, the Company had a net income of approximately $1,489,800 as compared to a net income of $1,247,300 in the same period last year. This is an improved performance of $242,500 or 19.4% from the same period in 2015.

For the 9 months ended September 30, 2016, the Company had a net income of approximately $2,473,100 as compared to a net income of $ 151,500 in the same period last year.

The overall net income improvement in the 9-month period ended September 30, 2016 of $2,321,600 or 1,532% compared to 2015, was the result of the significant increase in revenue, supported by strong International sales. This result was achieved after the Company provided for $1,478,600 of increased promotion allowances and approximately $886,000 increased operating expenses mainly resulting from License Royalty payments and reps commission compared to 2015.

 

Off-Balance Sheet Arrangements

The Company does not have material off-balance sheet arrangements that have or are reasonably likely to have a material future effect on our results of operations or financial condition.

Contractual Obligations

The following table represents contractual obligations as of September 30, 2016:

Notes to Contractual Obligations Table

Purchase Obligations — Accounts Payable and accrued expenses are comprised of the Company's commitments for goods and services in the normal course of business.

Notes Payable — See notes 3 and 4 of the Financial Statements footnotes contained in this report.

Operating Leases — Operating lease obligations are primarily related to facility leases for our operations in the U.S. and in Hong Kong.

LIQUIDITY AND CAPITAL RESOURCES

The Company's borrowing capacity with Sterling National Bank, funding support from Directors and cash flow from operations provide the Company with the financial resources needed to run operations and reinvest in our business.

Operating Activities

Cash used in operating activities was approximately $(3,740,200) in the 9 months ended September 30, 2016 compared with approximately $(5,294,100) used in operating activities in 2015.  During the period Accounts Receivable increased by approximately $6,755,200, Inventory increased by approximately $275,000 and Accrued Sales Allowances increased by approximately $94,200. However, this was partly offset by the $2,473,100 profit during the period and an increase in Accounts Payable of approximately $958,600. The Company's cash flow from operations are primarily dependent on our net income adjusted for non-cash expenses and the timing of collections of receivables, level of inventory and payments to suppliers.  Sales are influenced significantly by the timing and launch of new products into the marketplace. With the establishment of our Hong Kong operation we have built an operational structure that, through relationships with factory-suppliers combined with our internal expertise, can develop and release quality products to market substantially quicker than we have been able to accomplish in previous years. Furthermore, in the second quarter of 2016, we negotiated with our largest vendor to receive a credit of approximately $479,000 to cover product returns from 2015 and promotional efforts for 2016. The credit has been applied to vendor invoices in the second and third quarters of 2016.

 

Investing Activities

Cash used for investing activities for the quarter ended September 30, 2016 was approximately $(15,500) compared to $(58,200) in 2015.  The Company will continue to invest in new product molds and tooling.  With the product expansion into new LED home lighting categories, the Company's future capital requirements will increase.  Our Hong Kong management team has the task of negotiating favorable payment terms with factories which will reduce the amounts of upfront cash required to have available when initiating a new project.  Management believes that our cash flow from operations and additional borrowing will provide for these necessary capital expenditures.

Financing Activities

Our ability to maintain sufficient liquidity is highly dependent upon achieving expected operating results. Failure to achieve expected operating results could have a material adverse effect on our liquidity, our ability to obtain financing, and our operations in the future.  Net cash provided by financing activities for the 9-month period ended September 30, 2016 was approximately $3,750,500, compared to approximately $5,296,700 cash provided in 2015.  With the expansion of the Accounts Receivable balances in the period, the Company increased its credit availability with Sterling National Bank and therefore increased its outstanding bank loans to fund the large order backlog.  During the quarter ended September 30, 2016, the Company paid off $714,103 of Directors loans outstanding since 2010 and 2013 including all accrued interest. During the last 9-month period the Company has paid off approximately $1,453,900 of notes and loans payable to related parties.

At September 30, 2016, the Company was in compliance with all agreements pursuant to existing credit facilities.  Management believes that our cash flow from operations, continued support from Sterling National Bank and support of certain of our Directors will provide sufficient financial resources for the Company during 2016.

Directors and Officers Insurance: The Company currently operates with Directors and Officers insurance and the Company believes the coverage is adequate to cover likely liabilities under such a policy.

Impact of Inflation: The Company's major expense has been the cost of selling and marketing product lines to customers in North America.  That effort involves mostly sales staff traveling to make direct marketing and sales pitches to customers and potential customers, trade shows around North America and visiting China to maintain and seek to expand distribution and manufacturing relationships and channels. With the current reduced price of world oil, although labor costs are continuing to increase, the Company expects costs to remain stable with the Chinese manufacturers. The Company generally has been able to reduce cost increases by negotiating volume purchases or re-engineering products. With our Hong Kong office firmly established, the Company expects that prices will remain steady through 2016.

Country Risks - Changes in foreign, cultural, political and financial market conditions could impair the Company's international manufacturing operations and financial performance.

The Company's manufacturing is currently conducted in China.  Consequently, the Company is subject to a number of significant risks associated with manufacturing in China, including:

·	The possibility of expropriation, confiscatory taxation or price controls;

·	Adverse changes in local investment or exchange control regulations;

·	Political or economic instability, government nationalization of business or industries, government corruption, and civil unrest;

·	Legal and regulatory constraints;

·	Tariffs and other trade barriers, including trade disputes between the U.S. and China;

·	Political or military conflict between the U.S. and China resulting in adverse or restricted access by U.S.-based companies to Chinese manufacturing and markets; and

·	Possible difficulty in enforcing contractual and intellectual property rights.

Currency: Currency fluctuations may significantly increase our expenses and affect the results of operations, especially where the currency is subject to intense political and other outside pressures.

Interest Rate Risk: The Company does not have significant interest rate risk during the period ended September 30, 2016.

Credit Risk: The Company has not experienced significant credit risk, as most of our customers are long-term customers with superior payment records.  Our managers monitor our receivables regularly and our Direct Import Programs are shipped to only the most financially stable customers or advance payments before shipment are required for those accounts less financially secure.

Not applicable.

 

Evaluation of disclosure controls and procedures.  The Company maintains "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance of achieving the desired control objectives, and we necessarily are required to apply our judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

Our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2015 and concluded that the disclosure controls and procedures were effective under Rules 13a-15(e) and 15d-15(e) under the Exchange Act and as of September 30, 2016, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Commission regulations and forms and (ii) accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in internal controls:  There were no changes in our internal controls over financial reporting that occurred during the three months covered by this quarterly report on Form 10-Q or "Report" that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

The certifications of our Chief Executive Officer and Chief Financial Officer attached as Exhibits 31 and 32 and to this Report include information concerning our disclosure controls and procedures and internal control over financial reporting. Such certifications should be read in conjunction with the information contained in Item 4, including the information incorporated by reference to our annual report on Form 10-K for the fiscal year ended December 31, 2015, for a more complete understanding of the matters covered by such certifications.

PART II — OTHER INFORMATION

The Company is not a party to any material pending or threatened legal proceedings and, to the best our knowledge, no such action by or against us has been threatened.  From time to time, we are subject to legal proceedings and claims that arise in the ordinary course of our business.  Although occasional adverse decisions or settlements may occur in such routine lawsuits, we believe that the final disposition of such routine lawsuits will not have material adverse effect on its financial position, results of operations or status as a going concern.

Other Legal Matters.  To the best of our knowledge, none of our Directors, officers or owners of record of more than five percent (5%) of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to us or has a material interest adverse to us in reference to pending litigation.

The only material changes in the risk factors from our Form 10-K for the fiscal year ended December 31, 2015 are:

Economic conditions that impact the Company can also be impacted by labor strikes. Labor strikes at West Coast ports by longshoreman and truckers servicing those ports can adversely impact shipment of our products to the U.S.  Such West Coast port strikes occurred in 2015 with the International Longshore and Warehouse Union and in 2016 with truck drivers of companies that move goods out of the West Coast ports.  Further, Hanjin Shipping, one of the largest deep sea cargo lines, filed for court receivership on August 31, 2016.  The financial troubles of Hanjin Shipping may adversely impact shipment of goods from China to the U.S.

Liquidity - The Company realized a net income of approximately $2,473,100 for the nine months ended September 30, 2016 as compared to a net income of $151,500 in the same period 2015.  Our ability to maintain sufficient liquidity is highly dependent upon achieving expected operating results. Failure to achieve expected operating results could have a material adverse effect on our liquidity, our ability to obtain financing and our operations in the future.  The Company's liquidity is expected to be sufficient through fiscal year 2016, resulting from the combination of our existing cash position, improved operational cash flow as a result of improvements to our operating results, the Company's borrowing capacity with Sterling National Bank and as needed, funding support from certain Company Directors (see Notes 3 and 4 to the financial statements contained in this report).

There were no unregistered issuances of Company securities in the quarter ending September 30, 2016.

None.

 

 

The following corporate actions were approved on May 24, 2016, by written consents of Common Stock shareholders holding and representing 385,618,423 shares of Common Stock, or 53.4% of the issued and outstanding shares of Common Stock eligible to vote on these corporate actions (based on 721,989,957 shares of Common Stock being issued and outstanding as of May 20, 2016, the record date ("Record Date") to determine shareholders entitled to vote or consent on the following corporate actions).

1.

Election of the following five nominees of the Company management for election to the Board of Directors for the term commencing upon their election and assumption of the office until the election and assumption of office by their successors at 2017 annual meeting of Shareholders or other 2017 election of directors:

a.	Stewart Wallach;

b.	James G. McClinton;

c.	Jeffrey Postal;

d.	Jeffrey Guzy; and

e.	Larry Sloven.

2.	Ratification of the appointment of Mayer Hoffman McCann, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

3.	Approval of a proposed reverse stock split of the outstanding shares of the Common Stock at the ratio of 1-for-15 and a corresponding reduction in the number of authorized shares of Common Stock and Preferred Stock (the "Reverse Stock Split").

4.	Approval of a proposed amendment to Article VI of the Company Amended and Restated Articles of Incorporation to provide that the Company's Board of Directors may amend the Articles of Incorporation without shareholder approval to the extent allowed under Florida laws.

5.	Approval of three-year "say on pay" (an advisory, non-binding approval) for the senior executive officers of the Company.

The Reverse Stock Split was effective as of July 25, 2016 and the Amendment to the Amended and Restated Articles of Incorporation was effective for state law purposes on date of filing with the State of Florida Secretary of State, being June 8, 2016.  All of the above actions were effective for federal securities law purposes twenty (20) days after the mailing of the information statement on Schedule 14C reporting those actions, which effective was on or about July 23, 2016.

The following exhibits are filed as part if this Report on Form 10-Q or are incorporated herein by reference.

*Incorporated by reference and filed as Exhibit 3.1 to the Form 8-K filed by Capstone Companies, Inc., dated and filed with Commission on June 8, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Capstone Companies, Inc.

Dated:    November 14, 2016

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