| Organization and Summary of Significant Accounting Policies | NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of accounting policies for Capstone Companies, Inc. ("CAPC" or
the "Company"), a Florida corporation and its wholly-owned subsidiaries is presented to assist in understanding the Company's
consolidated financial statements. The accounting policies conform to accounting principles generally accepted in the United States
of America ("U.S. GAAP") and have been consistently applied in the preparation of the consolidated financial statements. Organization and Basis of Presentation The condensed consolidated financial statements contained in this report are
unaudited. In the opinion of management, the condensed consolidated financial statements include all adjustments, which are of
a normal recurring nature, necessary to present fairly the Company’s financial position as of September 30, 2020 and results
of operations, stockholders’ equity and cash flows for the three months and nine months ended September 30, 2020 and 2019.
All material intercompany accounts and transactions are eliminated in consolidation. These condensed consolidated financial statements
and notes are presented in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”)
relating to interim financial statements and in conformity with U.S. GAAP. Certain information and note disclosures have been
condensed or omitted in the condensed financial statements pursuant to SEC rules and regulations, although the Company believes
that the disclosures made herein are adequate to make the information not misleading. The condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and notes in the Company’s Annual Report on Form
10-K for the year ended December 31, 2019 (the “2019 Annual Report”). The operating results for any interim period are not necessarily indicative
of the operating results to be expected for any other interim period or the full fiscal year. Effects of COVID-19 During the quarter ended September 30, 2020, the Company continued to be negatively
impacted by the effects of the worldwide COVID-19 pandemic. During the end of March 2020, the Company’s Chinese suppliers
that had been previously closed down by local and regional authorities in their efforts to combat the spread of COVID-19, started
to gradually reopen their factories. Orders that had been previously delayed because of the close down started to ship. The newly
certified Thailand factory has produced and shipped orders in the second and third quarters, 2020. These factories are now
fully functioning, and orders are being produced both in Thailand and in China. Capstone International H.K. Ltd., (“CIHK”)
staff have continued to work remotely from home. On March 9, 2020, the State of Florida declared a state of emergency and issued
a “stay at home” order to combat the spread of the COVID-19 pandemic. This order has since been lifted and during
the second quarter 2020, many states enacted a phased reopening of their economies. The Company in 2019 had expanded its IT systems
to allow for remote operations and as of March 20, 2020 the Company’s U.S. staff had been working remotely from their homes.
With the State of Florida reopening, the Corporate office also reopened with staff working on a rotating schedule between the
office and remotely from home. With the initial phased reopening of many states, retailers experienced improving
sales trends with consumer confidence significantly improving in September, 2020, but with the recent resurgence of the number
of COVID-19 cases and the impact of a second pandemic wave, many phased reopenings have now been paused and other protective health
measures are being considered. Our business operations and financial performance for the three and nine months ended September
30, 2020 continued to be adversely impacted by the developments discussed above, including a further decrease in net revenue which
resulted in an increase in the net loss for the three and nine months ended September 30, 2020 as compared to the prior year.
The decrease in net sales for this period was driven by the uncertainty felt by retail buyers as to the continuing pandemic impact
on the retail market of COVID-19 and its overall long-term negative impact on the U.S. economy. However, the Warehouse Club channel,
which includes our customers Costco Wholesale and Sam’s Club, has seen a substantial increase in foot traffic because of
the changed buying trend of consumers during the pandemic, which has recently resulted in the resumption of some promotional
opportunities. Management believes that the impact of the pandemic on the general brick and mortar retail market will carry through
to the end of 2020 or until a vaccine is readily available. The development of an effective, widely available vaccine is critical
to restoring the economy and consumer confidence, but that vaccine has not been produced and distributed as of the date of the
filing of this Form 10-Q Report. The absence of an effective, widely available vaccine would potentially prolong the adverse impact
of COVID-19 pandemic on the economy, consumer confidence and our business and financial results in 2021. However, in the Warehouse Club channel, we believe that promotional opportunities
will continue to grow and gradually normalize in early 2021. The e-commerce channel that we are transitioning into also continues
to expand. According to the U.S. Census Bureau, U.S. retail e-commerce for the end of the second quarter 2020, was up 31.8% from
the first quarter 2020 and 44.5% year over year. E-commerce also accounted for 16.1% of total retail sales in the second quarter,
up from 11.8% in the first quarter 2020. The Company reported a net loss of approximately $478.0 thousand and $1.7
million for the three and nine months ended September 30, 2020, respectively, compared to a net income of approximately $367.1
thousand and $11.2 thousand for the three and nine months ended September 30, 2019, respectively. With these recurring losses,
the cash generated from operations was negatively impacted and the Company utilized $1.8 million of cash during the nine months
ended September 30, 2020. As a result of the continuing economic uncertainties caused by the COVID-19
pandemic, management determined sufficient indicators remained to trigger the performance of a further interim goodwill impairment
analysis as of September 30, 2020. The analysis concluded that a further goodwill impairment charge was not required for the three
months ended September 30, 2020. The total impairment charge for the nine months ended September 30, 2020 was approximately $490.8
thousand. With the economic uncertainties caused by the COVID-19 pandemic the capital
markets may continue to have a downturn and adversely affect the Company’s stock price which will require the Company to
further test its goodwill for impairment in future reporting periods. On March 27, 2020, the current administration signed into law the Coronavirus
Aid, Relief and Economic Security Act, which we refer to as the “CARES Act.” The CARES Act, among other things, includes
provisions related to net operating loss carryback periods. The Company was able to carryback available net operating losses to
the 2017 tax year and generate an estimated net refund of previously paid income taxes at an approximate 34% federal tax rate.
This resulted in a net benefit of $573.7 thousand which has been recorded in the first quarter 2020. The Company recorded a further net benefit of $210.3 thousand in the second
quarter 2020. During the third quarter, the Company recorded approximately $21.2 thousand net benefit of deferred tax liability
adjustment related to goodwill impairment. For the nine months ended September 30, 2020, the Company has recorded approximately
$806.2 thousand in tax benefits. The CARES Act also provided for the Paycheck Protection Program (“PPP”).
On May 11, 2020, the Company received a $89.6 thousand loan under the PPP which was processed through Sterling National Bank.
The Company filed SBA Form 3508, Paycheck Protection Program Loan Forgiveness Application which the Company submitted to Sterling
National Bank on September 16, 2020, which was accepted by the bank and processed to the SBA for final review and approval. As of September 30, 2020, the Company’s had a loan balance of $89.6
thousand under the PPP and had a cash balance of $1.3 million. Liquidity and Going Concern The accompanying condensed consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in
the normal course of business. As discussed above, the overall impact of the COVID-19 pandemic to our business,
financial condition, cash flow and results of operations remains uncertain. For example, if any of our major wholesale customers
fail to maintain normal operations, our revenue could decline, which could have a material adverse effect on our business, financial
condition, results of operations and liquidity. Management believes the economic impact of the COVID-19 pandemic in the U.S. will
continue through to the end of 2020 or until a vaccine is readily available, but ultimately should not impact our long-term strategy
and initiatives. The Company has a recent history of losses and negative cash from operations
and its cash balance has dropped by approximately $1.8 million from $3.1 million as of December 31, 2019 to $1.3 million as of
September 30, 2020. The uncertainty and the continuing negative impact that this disruption could have on the future retail business
and consumers’ willingness to visit retail stores, causing reduced consumer foot traffic and consumer spending, could negatively
impact the demand for our products or delay future planned promotional opportunities. As the Company relies on cash generated
from operations to support its ongoing business, based on the Company’s expected rate of consumption, if the new programs
are delayed or postponed the Company will need additional working capital by the end of 2020. On July 31, 2020, the Company terminated
its factoring agreement with Sterling National Bank. The Company is in discussions with alternate funding sources that offer extensive
programs that are more in line with the Company’s future business model particularly a facility that provides funding options
that are suitable for the e-commerce business that the Company is transitioning into. The borrowing costs associated with such
financing are dependent upon market conditions and our credit rating. We cannot assure that we will be able to negotiate competitive
rates, which could increase our cost of borrowing in the future. The Company has an income tax refundable as of September 30, 2020 of approximately
$795 thousand of which approximately $576 thousand has already been applied for refund and is expected to be received within the
next few months. In addition,
we could seek alternative sources of liquidity, including but not limited to accessing the capital markets, or other alternative
financing measures. However, instability in, or tightening of the capital markets, could adversely affect our ability to access
the capital markets on terms acceptable to us. An economic recession or a slow recovery could adversely affect our business and
liquidity. The ongoing impact of the COVID-19 pandemic on the Company’s business and financial performance may also affect
the Company’s ability to obtain funding. The Company may be able to raise the required additional capital through debt
or equity financing. However, the Company can make no assurances that it will be able to raise the required capital, on acceptable
terms or at all. Unless the Company succeeds in raising additional capital or successfully increases cash generated from operations,
management believes there is substantial doubt about the Company’s ability to continue as a going concern and meet its obligations
over the next twelve months from the filing date of this report. However, there are compensating factors and actions that are
being taken to address these uncertainties, including the following:
• The Company has
an $89.6 thousand PPP loan but no other debt or other outstanding obligations, outside of normal trade obligations. An application
to forgive this loan has already been submitted to the SBA.
• The Company has
no obligations or agreements containing financial covenants.
• The Company has
working capital of approximately $1.7 million consisting mostly of cash of $1.3 million.
• The Company has
an estimated income tax refundable of approximately $795 thousand of which approximately $576 thousand has already been applied
for refund.
• The Company is
in discussions with three alternate funding sources that offers varying programs that could service the Company’s future
business model.
• The Company’s
plan has been to sell direct to consumers. The funding and cashflow requirements for this business model will require e-commerce
funding. The Company is in discussions with a funding source that provides this option.
• The Company has
in place a mitigation plan that reduces discretionary expenses, executive managements compensation, and significantly reduces
the cost of the Hong Kong operation and also reduces future travel, lodging and show expenses. Management is closely monitoring its operations, liquidity, and capital resources
and is actively working to minimize the current and future impact of this unprecedented situation. To conserve liquidity, the
Company made some immediate steps to reduce operating costs. Disregarding the goodwill impairment charge that did not occur in
2019, the total operating expenses for the 3 months ended September 30, 2020 and 2019 were $674 thousand and $847 thousand, respectively,
a reduction of $173 thousand or 20.4%. Disregarding the impairment charge in the first quarter 2020, the total operating expense
level was $915 thousand. When compared against the same operating expenses in the third quarter 2020 of $674 thousand, expenses
have been reduced by $241 thousand or 26.3% since the first quarter 2020 level. Nature of Business Since the beginning of fiscal year 2007, the Company has been primarily engaged
in the business of developing, marketing, and selling home LED products (“Lighting Products”) through national and
regional retailers in North America and in certain overseas markets. The Company’s products are targeted for applications
such as home indoor and outdoor lighting and have different functionalities to meet consumer’s needs. The Company has developed
a smart interactive mirror for residential use as a variant line for its lighting products, which was launched at the Consumer
Electronics Show in early 2020 but its release to the retail market has been delayed due to product development delays at
our suppliers, resulting from the impact of COVID-19. The development of the smart interactive mirror or “Smart Mirrors”
is part of the Company’s strategic effort to find new product lines to replace or supplement existing products that are
nearing or at the end of their product life cycle. These products are offered either under the Capstone brand or licensed brands. Due to the impact of COVID-19 pandemic on brick and mortar retail sales and
consumer shopping habits, the Company is increasing its efforts to develop an independent e-commerce direct sales operation, including
enhanced Social Media marketing. Whether the Company will be able to establish a successful independent e-commerce sales
effort is uncertain as of the date of the filing of this Form 10-Q Report – in part, due to the uncertainty about the duration
and future impact of COVID-19 pandemic on the economy, consumer habits and our business and financial condition. The impact of
COVID-19 pandemic and concerns about the Company as an ongoing concern have also prompted the Company to consider possible changes
in its strategic plan, but the Company’s Board of Directors has not made a decision on changes in strategic plan as of the
date of the filing of this Form 10-Q Report. The Company’s products are typically manufactured in Thailand and China
by contract manufacturing companies. As of the date of this Form 10-Q Report, the Company’s future product development effort
is focused on the Smart Mirrors category because the Company believes, based on Company’s management understanding of the
industry, the Smart Mirrors have the potential for greater profit margin than the Company’s historical LED consumer products.
Technological developments and changes in consumer tastes could alter the perceived potential and future viability of Smart Mirrors
as a primary product. The Company may change its product development strategies and plans as economic conditions and consumer
tastes change, which condition and changes may be unforeseeable by the Company or may be beyond the ability of the Company to
timely or at all adjust its strategic and product development plans. The Company’s operations consist of one reportable segment for financial
reporting purposes: Lighting Products. Accounts Receivable For product revenue, the Company invoices its customers at the time of shipment
for the sales value of the product shipped. Accounts receivable are recognized at the amount expected to be collected and are
not subject to any interest or finance charges. The Company does not have any off-balance sheet credit exposure related to any
of its customers. Previously in the factoring agreement with Sterling National Bank, accounts receivable served as collateral
when the Company borrowed against its credit facilities. With the termination of the factoring agreement, the accounts receivables
are unencumbered. Allowance for Doubtful Accounts The Company evaluates the collectability of accounts receivable based on a
combination of factors. In cases where the Company becomes aware of circumstances that may impair a specific customer’s
ability to meet its financial obligations subsequent to the original sale, the Company will recognize an allowance against amounts
due, and thereby reduce the net recognized receivable to the amount the Company reasonably believes will be collected. For all
other customers, the Company recognizes an allowance for doubtful accounts based on the length of time the receivables are past
due and consideration of other factors such as industry conditions, the current business environment and the Company’s historical
payment experience. An allowance for doubtful accounts is established as losses are estimated to have occurred through a provision
for bad debts charged to earnings. This evaluation is inherently subjective and requires estimates that are susceptible to significant
revisions as more information becomes available. As of September 30, 2020 and December 31, 2019, management has determined
that accounts receivable are fully collectible. As such, management has not recorded an allowance for doubtful accounts. The following table summarizes the components of Accounts Receivable, net:
September 30, December 31,
2020 2019
Trade Accounts Receivables at period end $ 288,611 $ 276,551
Reserve for estimated marketing allowances (77,102 ) (263,092 )
Total Accounts Receivable, net $ 211,509 $ 13,459 Inventories The Company's inventory, recorded at lower of cost (first-in, first-out) or
net realizable value, consists of finished goods for resale by Capstone. Prepaid Expenses The Company’s prepaid expenses consist primarily of deposits on inventory
purchases for future orders as well as prepaid insurance, trade show and subscription expense. As of September 30, 2020 and December
31, 2019, prepaid expenses were $113,636 and $182,782, respectively. Goodwill On September 13, 2006, the Company entered into a Stock Purchase Agreement
with Capstone Industries, Inc., a Florida corporation (“Capstone”). Capstone was incorporated in Florida on May 15,
1996 and is engaged primarily in the business of wholesaling technology inspired consumer products to distributors and retailers
in the United States. Under the Stock Purchase Agreement, the Company acquired 100% of the issued and outstanding shares of Capstone’s
Common Stock, and recorded goodwill of $1,936,020. Goodwill acquired in business combinations is initially computed as the amount
paid by the acquiring company in excess of the fair value of the net assets acquired. Goodwill is tested for impairment on December 31 of each year or more frequently
if events or changes in circumstances indicate that the asset might be impaired. If the carrying amount exceeds its fair value,
an impairment loss is recognized. Goodwill is not amortized. The Company estimates the fair value of its single reporting unit
relative to the Company's market capitalization. As a result of the continuing economic uncertainties caused by the COVID-19
pandemic, management determined sufficient indicators remained to trigger the performance of a further interim goodwill impairment
analysis as of September 30, 2020. The analysis concluded that a further goodwill impairment charge was not required for the three
months ended September 30, 2020. The total impairment charge for the nine months ended September 30, 2020 was approximately $490.8
thousand. The following table summarizes the changes in the Company’s goodwill
asset which is included in the total assets in the accompanying condensed consolidated balance sheets:
September 30, December 31,
2020 2019
Balance at the beginning of the period $ 1,936,020 $ 1,936,020
Impairment charges - net (490,766 ) -
Balance at September 30, 2020 $ 1,445,254 $ 1,936,020 With the continuing economic uncertainties caused by the COVID-19 pandemic,
the capital markets may continue to have a downturn and adversely affect the Company’s stock price which will require the
Company to test its goodwill for impairment in future reporting periods. The Company’s stock is deemed a “penny stock”
under Commission rules. Fair Value Measurement The accounting guidance under Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”), “Fair Value Measurements and Disclosures” (ASC 820-10) requires
the Company to make disclosures about the fair value of certain of its assets and liabilities. ASC 820-10 clarifies the principle
that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes
a fair value hierarchy that prioritizes the information used to develop those assumptions. ASC 820-10 utilizes a fair value hierarchy
that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of the
hierarchy are as follows: Level 1: Observable inputs such as quoted
prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices
that are observable for the asset or liability, either directly or indirectly. Level 3: Significant unobservable inputs. The input used in the goodwill fair value calculation falls within the level
1 hierarchy. Earnings Per Common Share Basic earnings per common share is computed by dividing net income (loss) by the weighted average
number of shares of common stock outstanding for the reporting periods. Diluted earnings per share reflects the potential dilution
that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For calculation
of the diluted earnings per share, the basic weighted average number of shares is increased by the dilutive effect of stock options
and warrants using the treasury stock method. In periods where losses are reported, the weighted average number of common shares
outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of September 30, 2020 and 2019,
the total number of potentially dilutive common stock equivalents excluded from the diluted earnings per share calculation was
990,000 and 1,023,334, respectively. During the nine months ended September 30, 2020 a total of 220,000 stock options
expired. Basic weighted average shares outstanding is reconciled to diluted weighted shares outstanding as follows:
Three Months Ended Three Months Ended
September 30, 2020 September 30, 2019
Basic and Diluted weighted average shares outstanding 46,296,364 46,882,538
Nine Months Ended Nine Months Ended
September 30, 2020 September 30, 2019
Basic and Diluted weighted average shares outstanding 46,350,909 46,874,256 Revenue Recognition The Company generates revenue from developing, marketing and selling consumer
lighting products through national and regional retailers. The Company’s products are targeted for applications such as
home indoor and outdoor lighting and have different functionalities. Capstone currently operates in the consumer lighting products
category in the United States and in certain overseas markets. These products may be offered either under the Capstone brand or
licensed brands. A sales contract occurs when the customer-retailer submits a purchase order
to buy a specific product, a specific quantity, at an agreed-fixed price, within a ship window, from a specific location and on
agreed payment terms. The selling price in all of our customers’ orders has been previously
negotiated and agreed to including any applicable discount prior to receiving the customer’s purchase order. The stated
unit price in the customer’s order has already been determined and is fixed at the time of invoicing. The Company recognizes product revenue when the Company’s performance
obligations as per the terms in the customers purchase order have been fully satisfied, specifically, when the specified product
and quantity ordered has been manufactured and shipped pursuant to the customers requested ship window, when the sales price as
detailed in the purchase order is fixed, when the product title and risk of loss for that order has passed to the customer, and
collection of the invoice is reasonably assured. This means that the product ordered and to be shipped has gone through quality
assurance inspection, customs and commercial documentation preparation, the goods have been delivered, title transferred to the
customer and confirmed by a signed cargo receipt or bill of lading. Only at the time of shipment when all performance obligations
have been satisfied will the judgement be made to invoice the customer and complete the sales contract. The Company may enter into a licensing agreement with globally recognized
companies, that allows the Company to market products under a licensed brand to retailers for a designated period of time, and
whereby the Company will pay a royalty fee, typically a percentage of licensed product revenue to the licensor in order to market
the licensed product. The Company expenses license royalty fees and sales commissions
when incurred and these expenses are recognized during the period the related sale is recorded. These costs are recorded within
sales and marketing expense. The following tables disaggregates net revenue by geographical area:
For the Three Months Ended September 30, 2020 For the Three Months Ended September 30, 2019
Capstone Brand % of Revenue Capstone Brand % of Revenue
Lighting Products- U.S. $ 433,167 61 % $ 4,980,249 93 %
Lighting Products-International 276,487 39 % 373,941 7 %
Total Net Revenue $ 709,654 100 % $ 5,354,190 100 %
For the Nine Months Ended September 30, 2020 For the Nine Months Ended September 30, 2019
Capstone Brand % of Revenue Capstone Brand % of Revenue
Lighting Products- U.S. $ 1,261,641 71 % $ 10,965,258 93 %
Lighting Products-International 503,548 29 % 775,556 7 %
Total Net Revenue $ 1,765,189 100 % $ 11,740,814 100 % We provide our customers with limited rights of return for non-conforming
product warranty claims. As a policy, the Company does not accept product returns from customers, however occasionally as part
of a customer's in store test for new product, we may receive back residual inventory. Customer orders received are not long-term orders and are typically shipped
within six months of the order receipt, but certainly within a one-year period. Our payment terms may vary by the type of customer, the customer's credit
standing, the location where the product will be picked up from and for international customers, which country their corporate
office is located. The term between invoicing date and when payment is due may vary between 30 days and 90 days depending on the
customer type. In order to ensure there are no payment issues, overseas customers or new customers may be required to provide
a deposit or full payment before the order is delivered to the customer. The Company selectively supports retailer's initiatives to maximize sales
of the Company's products on the retail floor or to assist in developing consumer awareness of new products launches, by providing
marketing fund allowances to the customer. The Company recognizes these incentives at the time they are offered to the customers
and records a credit to their account with an offsetting charge as either a reduction to revenue, increase to cost of sales, or
marketing expenses depending on the type of sales incentives. Sales reductions for anticipated discounts, allowances and other
deductions are recognized during the period the related revenue is recorded. Warranties The Company provides the end user with limited rights of return as a consumer
assurance warranty on all products sold, stipulating that the product will function properly for the warranty period. The warranty
period for all products is one year from the date of consumer purchase. Certain retail customers may receive an off-invoice based discount such as
a defective/warranty allowance, that will automatically reduce the unit selling price at the time the order is invoiced. This
allowance will be used by the retail customer to defray the cost of any returned units from consumers and therefore negate the
need to ship defective units back to the Company. Such allowances are charged to cost of sales at the time the order is invoiced. For those customers that do not receive a discount off-invoice, the Company
recognizes a charge to cost of sales for anticipated non-conforming returns based upon an analysis of historical product warranty
claims and other relevant data. We evaluate our warranty reserves based on various factors including historical warranty claims
assumptions about frequency of warranty claims, and assumptions about the frequency of product failures derived from our reliability
estimates. Actual product failure rates that materially differ from our estimates could have a significant impact on our operating
results. Product warranty reserves are reviewed each quarter and recognized at the time we recognize revenue. The following table summarizes the changes in the Company's product warranty
liabilities which are included in accounts payable and accrued liabilities in the accompanying September 30, 2020 and December
31, 2019 balance sheets:
September 30, December 31,
2020 2019
Balance at the beginning of the period $ 247,850 $ 212,495
Amount accrued 28,196 180,797
Payments and credits (221,898 ) (145,442 )
Balance at period-end $ 54,148 $ 247,850 Advertising and Promotion Advertising and promotion costs, including advertising, public relations,
and trade show expenses, are expensed as incurred and included in sales and marketing expenses. Advertising and promotion expense
was $8,554 and $42,358 for the three months and $205,508 and $228,364 for the nine months ended September 30, 2020 and 2019, respectively. Product Development Our research and development team located in Hong Kong working with our designated
contractor factories, are responsible for the design, development, testing, and certification of new product releases. Our engineering
efforts support product development across all products, as well as product testing for specific overseas markets. All research
and development costs are charged to results of operations as incurred. Product development expenses were $75,948 and $81,060, respectively for the three months and $169,133
and $260,823, respectively for the nine months ended September 30, 2020 and 2019. Shipping and Handling The Company's shipping and handling costs are included in sales and marketing
expenses and are recognized as an expense during the period in which they are incurred and amounted to $1,013 and $4,871, respectively
for the three months and $15,751 and $20,533, respectively for the nine |
