10-Q 1 dskx_10q.htm QUARTERLY REPORT Quarterly Report


 

 

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 10-Q


(MARK ONE)

þ Quarterly Report Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934

For the quarterly period ended September 30, 2013

o Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______ to _______.

Commission File No. 001-35763

DS HEALTHCARE GROUP, INC.

(Exact name of registrant as specified in its charter)


Florida

20-8380461

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

 

 

1601 Green Road, Deerfield Beach, Florida

33064

(Address of Principal Executive Offices)

(Zip Code)

 

 

(888) 404-7770

(Issuer’s Telephone Number, Including Area Code)

___________________________________________

(Former Name, if Changed Since Last Report)

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 preceding 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. Yes þ No ¨


Indicate by check mark whether the registrant has submitted electronically and posted on its Corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨


Indicate by check mark whether the registrant is a large accelerated filer, 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.


Large accelerated filer £

Accelerated filer £

Non-accelerated filer £ (Do not check if a smaller reporting company)

Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No þ

There were 13,768,326 shares of common stock outstanding as of November 12, 2013

 

 




 


PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS


DS Healthcare Group, Inc. (dba DS Laboratories) and Subsidiaries

 Condensed Consolidated Balance Sheets


 

 

September 30,

 

 

December 31,

 

 

 

2013

 

 

2012

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$

763,957

 

 

$

412,488

 

Accounts receivable, net

 

 

1,802,262

 

 

 

2,125,641

 

Inventory

 

 

2,562,399

 

 

 

3,453,950

 

Prepaid expenses and other current assets

 

 

260,205

 

 

 

159,164

 

Total Current Assets

 

 

5,388,823

 

 

 

6,151,243

 

 

 

 

 

 

 

 

 

 

Furniture and Equipment, net

 

 

232,524

 

 

 

293,720

 

Advances to Affiliates

 

 

 

 

 

17,973

 

Intangible Assets, net

 

 

1,488,712

 

 

 

1,674,852

 

Other Assets

 

 

75,265

 

 

 

86,888

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

7,185,324

 

 

$

8,224,676

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

2,287,625

 

 

$

2,327,540

 

Accrued expenses

 

 

441,551

 

 

 

704,882

 

Credit facility

 

 

576,088

 

 

 

448,658

 

Shareholder loans

 

 

21,700

 

 

 

353,000

 

Other current liabilities

 

 

300,817

 

 

 

227,407

 

Total Current Liabilities

 

 

3,627,781

 

 

 

4,061,487

 

 

 

 

 

 

 

 

 

 

Long Term Debt

 

 

37,143

 

 

 

45,177

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

3,664,924

 

 

 

4,106,664

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 30 million shares authorized:  0 and 5,500,000 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively

 

 

 

 

 

5,500

 

Common stock, $0.001 par value, 300 million shares authorized:  13,759,383 and 12,119,705 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively

 

 

13,759

 

 

 

12,120

 

Additional paid-in-capital

 

 

10,942,093

 

 

 

9,244,748

 

Stock subscription

 

 

(27,500

)

 

 

(30,000

)

Accumulated deficit

 

 

(7,366,453

)

 

 

(5,097,990

)

Accumulated comprehensive income

 

 

(13,167

)

 

 

 

Total Shareholders' Equity

 

 

3,548,732

 

 

 

4,134,378

 

 

 

 

 

 

 

 

 

 

Non-Controlling Interest

 

 

(28,332

)

 

 

(16,366

)

 

 

 

 

 

 

 

 

 

Total Equity

 

 

3,520,400

 

 

 

4,118,012

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

$

7,185,324

 

 

$

8,224,676

 



See accompanying notes to condensed consolidated financial statements

1



 


DS Healthcare Group, Inc. (dba DS Laboratories) and Subsidiaries

 Condensed Consolidated Statements of Operations and Comprehensive Loss

 (Unaudited)


 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2013

 

 

2012

 

 

2013

 

 

2012

 

 

  

                        

  

  

                        

  

  

                        

  

  

                        

  

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Product sales

 

$

3,338,751

 

 

$

3,348,016

 

 

$

11,422,939

 

 

$

9,261,091

 

Less allowances

 

 

(138,562

)

 

 

(157,626

)

 

 

(829,904

)

 

 

(588,457

)

Net revenue

 

 

3,200,189

 

 

 

3,190,390

 

 

 

10,593,035

 

 

 

8,672,634

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

 

1,437,763

 

 

 

1,399,007

 

 

 

5,454,840

 

 

 

4,380,170

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

1,762,426

 

 

 

1,791,383

 

 

 

5,138,195

 

 

 

4,292,464

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions and consulting

 

 

463,106

 

 

 

341,513

 

 

 

948,146

 

 

 

1,041,048

 

Other selling and marketing expenses

 

 

718,791

 

 

 

620,700

 

 

 

1,885,116

 

 

 

1,495,149

 

 

 

 

1,181,897

 

 

 

962,213

 

 

 

2,833,262

 

 

 

2,536,197

 

General and administrative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salary and personnel costs

 

 

488,113

 

 

 

410,854

 

 

 

1,446,789

 

 

 

1,009,681

 

Professional fees and consulting costs

 

 

419,180

 

 

 

201,624

 

 

 

1,157,566

 

 

 

909,966

 

Other general and administrative expenses

 

 

455,048

 

 

 

268,026

 

 

 

1,636,220

 

 

 

690,343

 

 

 

 

1,362,341

 

 

 

880,504

 

 

 

4,240,575

 

 

 

2,609,990

 

Total operating costs and expenses

 

 

2,544,238

 

 

 

1,842,717

 

 

 

7,073,837

 

 

 

5,146,187

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

 

(781,812

)

 

 

(51,334

)

 

 

(1,935,642

)

 

 

(853,723

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on conversion of debt

 

 

(289,600

)

 

 

 

 

 

(289,600

)

 

 

 

Interest income

 

 

 

 

 

698

 

 

 

 

 

 

1,474

 

Interest expense

 

 

(23,327

)

 

 

(17,179

)

 

 

(84,888

)

 

 

(27,363

)

Other

 

 

23,357

 

 

 

27,451

 

 

 

24,018

 

 

 

30,826

 

Total other income (expense)

 

 

(289,570

)

 

 

10,970

 

 

 

(350,470

)

 

 

4,937

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss Before Taxes

 

 

(1,071,382

)

 

 

(40,364

)

 

 

(2,286,112

)

 

 

(848,786

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Tax (Benefit)

 

 

(16,571

)

 

 

 

 

 

(5,683

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

(1,054,811

)

 

 

(40,364

)

 

 

(2,280,429

)

 

 

(848,786

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss Attributable to Non-Controlling Interest

 

 

(1,405

)

 

 

 

 

 

(11,966

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss Attributable to Shareholders

 

$

(1,053,406

)

 

$

(40,364

)

 

$

(2,268,463

)

 

$

(848,786

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Earnings per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares

 

 

12,557,240

 

 

 

11,202,792

 

 

 

12,303,089

 

 

 

10,778,475

 

Loss per share

 

$

(0.08

)

 

$

(0.00

)

 

$

(0.18

)

 

$

(0.08

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(18,754

)

 

 

 

 

 

(13,167

)

 

 

 

Comprehensive loss

 

 

(1,072,160

)

 

 

(40,364

)

 

 

(2,281,630

)

 

 

(848,786

)





See accompanying notes to condensed consolidated financial statements

2





DS Healthcare Group, Inc. (dba DS Laboratories) and Subsidiaries

Condensed Consolidated Statements of Changes in Equity

For the Period from January 1, 2012 to September 30, 2013


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

Subscription/

 

 

 

 

 

Other

 

 

Total

 

 

Non-

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Paid In

 

 

Stock

 

 

Accumulated

 

 

Comprehensive

 

 

Shareholders'

 

 

Controlling

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Receivable

 

 

Deficit

 

 

Income

 

 

Equity

 

 

Interest

 

 

Equity

 

January 1, 2012

 

 

10,000,000

 

 

$

10,000

 

 

 

10,502,961

 

 

$

10,503

 

 

$

6,606,668

 

 

$

(100,000

)

 

$

(1,506,893

)

 

$

 

 

$

5,020,278

 

 

$

(15,032

)

 

$

5,005,246

 

Shares Issued:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sold to private investors

 

 

 

 

 

 

 

 

 

 

292,000

 

 

 

292

 

 

 

731,708

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

732,000

 

 

 

 

 

 

 

732,000

 

Less: Issuance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(146,400

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(146,400

)

 

 

 

 

 

 

(146,400

)

For services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investor relations

 

 

 

 

 

 

 

 

 

 

104,697

 

 

 

105

 

 

 

237,289

 

 

 

70,000

 

 

 

 

 

 

 

 

 

 

 

307,394

 

 

 

 

 

 

 

307,394

 

Employee/associate compensation

 

 

 

 

 

 

 

 

 

 

58,249

 

 

 

58

 

 

 

158,857

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

158,915

 

 

 

 

 

 

 

158,915

 

Distributor award

 

 

 

 

 

 

 

 

 

 

78,704

 

 

 

79

 

 

 

234,060

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

234,139

 

 

 

 

 

 

 

234,139

 

Consulting

 

 

 

 

 

 

 

 

 

 

2,000

 

 

 

2

 

 

 

3,998

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,000

 

 

 

 

 

 

 

4,000

 

Purchase Mexican distributor

 

 

 

 

 

 

 

 

 

 

600,000

 

 

 

600

 

 

 

1,302,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,303,000

 

 

 

 

 

 

 

1,303,000

 

Fair value adjustment of Mexican distributors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,879

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,879

 

 

 

 

 

 

 

2,879

 

Purchase brand rights

 

 

 

 

 

 

 

 

 

 

15,385

 

 

 

15

 

 

 

49,985

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

50,000

 

 

 

 

 

 

 

50,000

 

Fractional shares from reverse split

 

 

 

 

 

 

 

 

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares Cancelled / Surrendered:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued in error and returned

 

 

 

 

 

 

 

 

 

 

(20,000

)

 

 

(20

)

 

 

(55,980

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(56,000

)

 

 

 

 

 

 

(56,000

)

Surrendered

 

 

 

 

 

 

 

 

 

 

(5,000

)

 

 

(5

)

 

 

(16,795

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,800

)

 

 

 

 

 

 

(16,800

)

Warrants and Options:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested for trading symbol

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

128,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

128,000

 

 

 

 

 

 

 

128,000

 

Exercised

 

 

 

 

 

 

 

 

 

 

40,700

 

 

 

41

 

 

 

4,029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,070

 

 

 

 

 

 

 

4,070

 

Preferred shares converted

 

 

(4,500,000

)

 

 

(4,500

)

 

 

450,000

 

 

 

450

 

 

 

4,050

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disposal of Brazil distribution joint venture

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,647

 

 

 

 

 

 

 

15,647

 

 

 

15,032

 

 

 

30,679

 

2012 Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,606,744

)

 

 

 

 

 

 

(3,606,744

)

 

 

(16,366

)

 

 

(3,623,110

)

December 31, 2012

 

 

5,500,000

 

 

$

5,500

 

 

 

12,119,705

 

 

$

12,120

 

 

$

9,244,748

 

 

$

(30,000

)

 

$

(5,097,990

)

 

$

 

 

$

4,134,378

 

 

$

(16,366

)

 

$

4,118,012

 




See accompanying notes to condensed consolidated financial statements

3






DS Healthcare Group, Inc. (dba DS Laboratories) and Subsidiaries

Condensed Consolidated Statements of Changes in Equity (Continued)

For the Period from January 1, 2012 to September 30, 2013


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

Subscription/

 

 

 

 

 

Other

 

 

Total

 

 

Non-

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Paid In

 

 

Stock

 

 

Accumulated

 

 

Comprehensive

 

 

Shareholders'

 

 

Controlling

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Receivable

 

 

Deficit

 

 

Income

 

 

Equity

 

 

Interest

 

 

Equity

 

December 31, 2012

 

 

5,500,000

 

 

$

5,500

 

 

 

12,119,705

 

 

$

12,120

 

 

$

9,244,748

 

 

$

(30,000

)

 

$

(5,097,990

)

 

$

 

 

$

4,134,378

 

 

$

(16,366

)

 

$

4,118,012

 

Shares Issued:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sold to private investors

 

 

 

 

 

 

 

 

 

 

381,192

 

 

 

381

 

 

 

413,419

 

 

 

(7,500

)

 

 

 

 

 

 

 

 

 

 

406,300

 

 

 

 

 

 

 

406,300

 

Less: Issuance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(31,260

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(31,260

)

 

 

 

 

 

 

(31,260

)

For services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investor relations

 

 

 

 

 

 

 

 

 

 

152,700

 

 

 

153

 

 

 

276,397

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

276,550

 

 

 

 

 

 

 

276,550

 

Associates compensation

 

 

 

 

 

 

 

 

 

 

31,779

 

 

 

32

 

 

 

52,689

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

52,721

 

 

 

 

 

 

 

52,721

 

Distributor award

 

 

 

 

 

 

 

 

 

 

55,498

 

 

 

55

 

 

 

105,668

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

105,723

 

 

 

 

 

 

 

105,723

 

Board of Directors

 

 

 

 

 

 

 

 

 

 

12,500

 

 

 

12

 

 

 

32,338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,350

 

 

 

 

 

 

 

32,350

 

Fractional shares from reverse split

 

 

 

 

 

 

 

 

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription sold to private       investor

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

 

 

 

 

 

 

 

 

 

 

(10,000

)

 

 

 

 

 

 

(10,000

)

Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,167

)

 

 

(13,167

)

 

 

 

 

 

 

(13,167

)

Conversion of preferred shares to common stock

 

 

(5,500,000

)

 

 

(5,500

)

 

 

550,000

 

 

 

550

 

 

 

4,950

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder loan converted

 

 

 

 

 

 

 

 

 

 

456,000

 

 

 

456

 

 

 

843,144

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

843,600

 

 

 

 

 

 

 

843,600

 

2013 Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,268,463

)

 

 

 

 

 

 

(2,268,463

)

 

 

(11,966

)

 

 

(2,280,429

)

September 30, 2013 (Unaudited)

 

 

 

 

$

 

 

 

13,759,383

 

 

$

13,759

 

 

$

10,942,093

 

 

$

(27,500)

 

 

$

(7,366,453

)

 

$

(13,167

)

 

$

3,548,732

 

 

$

(28,332

)

 

$

3,520,400

 





See accompanying notes to condensed consolidated financial statements

4



 


DS Healthcare Group, Inc. (dba DS Laboratories) and Subsidiaries

 Condensed Consolidated Statements of Cash Flows

 (Unaudited)


 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

 

2013

 

 

2012

 

Cash Flows from Operating Activities:

  

                        

  

  

                        

  

Net Loss

 

$

(2,280,429

)

 

$

(848,786

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

283,730

 

 

 

177,663

 

Amortization of deferred issuance costs

 

 

47,908

 

 

 

 

Loss on disposal of fixed assets

 

 

5,126

 

 

 

 

Provision for doubtful accounts

 

 

319,756

 

 

 

82,552

 

Inventory obsolescence allowance

 

 

12,527

 

 

 

 

Stock issued for services

 

 

467,345

 

 

 

530,309

 

Warrants issued for financial services

 

 

 

 

 

4,070

 

Warrants issued for other services

 

 

 

 

 

128,000

 

Loss on extinguishment of debt

 

 

289,600

 

 

 

 

Stock returned and cancelled

 

 

 

 

 

(56,000

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

3,622

 

 

 

(769,330

)

Inventory

 

 

879,024

 

 

 

(745,937

)

Prepaid expenses and other current assets

 

 

(148,950

)

 

 

(248,855

)

Accounts payable

 

 

(39,913

)

 

 

387,663

 

Accrued expenses

 

 

(263,330

)

 

 

23,215

 

Other current liabilities

 

 

73,409

 

 

 

49,275

 

Net cash used in operating activities

 

 

(350,575

)

 

 

(1,286,161

)

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

Purchase of furniture and equipment

 

 

(41,018

)

 

 

(87,906

)

Purchase of injection molds

 

 

(35,139

)

 

 

(48,287

)

Proceeds from disposal of fixed assets

 

 

20,039

 

 

 

 

Disposal of Brazil Joint Venture

 

 

 

 

 

4,678

 

Purchase of brand rights

 

 

(4,307

)

 

 

(102,420

)

Security deposits

 

 

10,801

 

 

 

(7,081

)

Purchase of Mexican customer list

 

 

19,727

 

 

 

 

Net cash used in investing activities

 

 

(29,897

)

 

 

(241,016

)

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

Net proceeds of credit facility

 

 

127,430

 

 

 

602,298

 

Proceeds from shareholders’ loan

 

 

310,000

 

 

 

 

Repayment of loans and notes

 

 

(95,335

)

 

 

 

Repayments to related parties

 

 

17,973

 

 

 

 

Proceeds from sale of stock subscriptions to investors

 

 

10,000

 

 

 

 

Proceeds from sale of stock

 

 

406,300

 

 

 

732,000

 

Less issuance costs

 

 

(31,260

)

 

 

(146,400

)

Net cash provided by financing activities

 

 

745,108

 

 

 

1,187,898

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

(13,167

)

 

 

 

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) in cash

 

 

351,469

 

 

 

(339,279

)

Cash, Beginning of Period

 

 

412,488

 

 

 

1,284,343

 

Cash, End of Period

 

$

763,957

 

 

$

945,065

 




See accompanying notes to condensed consolidated financial statements

5



 


DS Healthcare Group, Inc. (dba DS Laboratories) and Subsidiaries

 Condensed Consolidated Statements of Cash Flows (Continued)

 (Unaudited)


 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

 

2013

 

 

2012

 

Supplemental Information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

 

 

$

25,995

 

Cash paid for taxes

 

$

 

 

$

 

Supplemental Noncash investing and financing activities;

 

 

 

 

 

 

 

 

Stock issued for purchase of Mexican distributor

 

$

 

 

$

1,500,000

 

Conversion of shareholder loans to equity

 

$

843,600

 

 

$

 

Conversion of preferred shares to common shares

 

$

5,500

 

 

$

 





See accompanying notes to condensed consolidated financial statements

6



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 1. – ORGANIZATION AND NATURE OF BUSINESS

 

Terms and Definitions

 

  

AICPA

American Institute of Certified Public Accountants

  

ASC

Accounting Standards Codification

  

ASU

Accounting Standards Update

  

FASB

Financial Accounting Standards Board

  

FIFO

First-in, First-out

  

US GAAP

Accounting principles generally accepted in the United States of America  

  

IFRS

International Financial Reporting Standards

  

SEC

Securities Exchange Commission

  

SFAS or FAS

Statement of Financial Accounting Standards

  

2013-QTR

Three months ended September 30, 2013

  

2013-YTD

2012-QTR

2012-YTD

Nine months ended September 30, 2013

Three months ended September 30, 2012

Nine months ended September 30, 2012

  

VIE

Variable Interest Entity


Organization and Nature of Business


DS Healthcare Group, Inc. (d/b/a DS Laboratories) (the “Company”, “DS Laboratories”, ”DSKX”, “we”, “us” or “our”) was organized under the laws of the State of Florida in January 2007. Through its predecessors, the Company has been developing and marketing hair care, skin care and personal care products for over fifteen years. The Company has grown steadily over the last few years with a network of top specialty retailers and distributors throughout North America, Europe, Asia and South America. The Company researches and develops its own products, which management believes keeps the Company at the forefront of innovation. Management believes the Company is currently a leading innovator of “Liposome Technology”, which acts as a carrier agent, and has been designed to enhance the action of the active ingredients in our products. We currently offer products are within the following broad product categories:


·

Hair Care

·

Skin Care

·

Health and Personal Care

 

History of the Company

 

The Company was incorporated in January 2007 and capitalized with the assets recovered from a terminated predecessor New York corporation. DS Laboratories, Inc. (a Florida corporation) was also incorporated in January 2007. The companies were founded by common shareholders.


In the first quarter of 2009,


·

the Company acquired 100% of the outstanding shares of DS Laboratories, Inc. (a Florida corporation) and Sigma Development and Holding Co., Inc. (a Florida corporation) (Sigma), both for a nominal amount. DS Laboratories has been idle since its inception in 2007.

·

Sigma was founded as an upscale brand addition to the Companys product portfolio.

·

Polaris Labs, Inc. (a Florida corporation) was founded to distribute versions of the Company’s products that, for marketing purposes, are sold through physicians and foreign distributors under the Polaris brand.

 

The primary operating entity is DS HealthCare Group, Inc. and currently conducts its business under the “DS Laboratories” and “Divine Skin” trade names.



7



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 1. – ORGANIZATION AND NATURE OF BUSINESS (Continued)


In the fourth quarter of 2009, we completed an agreement with DS Laboratories Brazil, LTDA (an entity owned by an investor of the Company) to distribute our products and additional future products specifically tailored for the Brazilian market. The costs associated with procuring this agreement have been capitalized and are amortized over the life of the agreement.

In the first quarter of 2011, we began distribution of Nutra Origin brand nutraceutical products under an exclusive distribution agreement with the manufacturer. Our Chief Executive Officer’s father was part owner and COO of the manufacturer of Nutra Origin brand products.

In the third quarter of 2011, the Company finalized discussions with DS Laboratories Brazil, LTDA, to modify its joint venture distribution agreement. In exchange for 100% ownership in the joint venture, our Brazilian distributor has fully funded the product development and licensing of our products in Brazil. We will remain the license holder once the license is granted and we retain our exclusivity for Brazilian distribution. We commenced sales in the fourth quarter 2012. As of September 30, 2013, the Company had invested $26,000 in this venture which will be repaid by our distributor.

In the second quarter of 2012, we engaged in negotiations to license or acquire the Nutra Origin brand. Negotiations were completed and closed in the fourth quarter of 2012 whereby we pay $7,500 per month for an exclusive 10 year license to use the Nutra Origin brand. As part of the closing, we issued $50,000 in DSKX stock and granted a 7% equity interest in a newly formed subsidiary, Nutra Origin, Inc. In a separate transaction, we also acquired the 100% of the Pure Guild brand license (see Note 7).

In the fourth quarter of 2012, we closed on the acquisition of Divine Skin Laboratories, S.A. de CV, our Mexican Distributor (“DS Mexico”) (see Note 19).

During the fourth quarter of 2012, we also completed a 10:1 reverse split and effected a name change to DS Healthcare Group, Inc. All share and per share information contained in this report gives retroactive effect to the 10:1 reverse split.

NOTE 2. – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Presentation

-The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

The consolidated financial statements include the accounts of the Company and its operating subsidiaries DS Laboratories, Inc., Sigma Development and Holding Co., Inc., Polaris Labs, Inc., Nutra Origin, Inc. and Divine Skin Laboratories, S.A. de CV. Also included in the consolidated financial statements are the activities of Velocity Storage and Packaging, LLC and Wally Group, LLC an inactive entity, which are accounted for as VIEs. All significant intercompany balances and transactions have been eliminated in consolidation.

Interim Condensed Consolidated Financial Statements

The interim condensed consolidated financial statements presented herein have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The interim condensed consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements and related disclosures included in the Company’s Annual Report on form 10-K, filed with the SEC on April 24, 2013. In the opinion of management, all adjustments which are necessary to provide a fair presentation of financial position as of September 30, 2013 and the related operating results and cash flows for the interim periods presented have been made. All adjustments are of a normal recurring nature. The results of operations, for the periods presented are not necessarily indicative of the results to be expected for future periods or for the year ending December 31, 2013.




8



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 2. – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Prior Period Reclassifications

Certain prior period amounts that were combined in the December 31, 2012 consolidated financial statements (accounts payable and accrued expenses, and shareholder loans and other current liabilities) have been reclassified for comparability with the September 30, 2013 presentation. These reclassifications had no effect on previously reported net loss.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. We believe our estimates and assumptions are reasonable; however, such estimates and assumptions are subject to a number of risks and uncertainties that may cause actual results to differ materially from such estimates. Significant estimates and assumptions underlying these consolidated financial statements include:

·

Estimates of allowances for uncollectable accounts receivable,

·

Estimates of inventory obsolescence and overhead and labor cost allocations,

·

Estimates assuming future earning capacity of our exclusive Brazilian distribution agreement,

·

Estimates of value of equity transactions for services rendered,

·

Estimates of returned or damaged product, and

·

Estimates made in our deferred income tax calculations.


Risks and Uncertainties

The Company’s business could be impacted by price pressure on its product manufacturing, acceptance of its products in the market place, new competitors, changes in federal and/or state legislation and other factors. The Company also has been experiencing significant growth which puts serious strains on its cash availability requirements. If the Company is unsuccessful in securing adequate liquidity, its plans may be curtailed. Adverse changes in these areas could negatively impact the Company’s financial position, results of operations and cash flows.

Cash

Cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.

Accounts Receivable

Accounts receivable are reported at their net realizable value. The Company establishes an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, historical trends, and other information. Delinquent accounts are written-off when it is determined that the amounts are uncollectible. The Company also provides for allowances against accounts receivables for product returns and cooperative advertising allowances. At September 30, 2013 and December 31, 2012, the allowance for uncollectable accounts was $544,208 and $373,981, respectively. At September 30, 2013 and December 31, 2012, the Company provided $210,000 and $110,000 respectively for defectives and product returns and $60,000 at both dates for advertising credits.

Inventory

Inventory is reported at the lower of cost or market on the FIFO method. Our inventory is subject to expiration and obsolescence, accordingly quantities purchased and sell through rates are periodically monitored for potential overstocking or pending expiration as a basis for establishing the appropriate reserve for any estimated expiration or obsolescence.



9



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 2. – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Furniture and Equipment

Furniture and equipment are recorded at cost and depreciation is provided using the straight line depreciation method over the estimated useful lives of the assets, which range from 5 to 7 years. The Company recorded $77,049 and $29,195 in depreciation expense during the nine months ended September 30, 2013 and 2012, respectively. Accumulated depreciation was $224,740 and $101,972 at September 30, 2013 and December 31, 2012, respectively. Expenditures for repairs and maintenance of equipment are charged to expense as incurred. Major replacements and betterments are capitalized and depreciated over the remaining useful lives of the assets.

Long-Lived Assets

The Company has adopted ASC 360-10, “Accounting for Impairment or Disposal of Long-Lived Assets”, which requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

Long Term Debt

Interest expense is recognized on the outstanding loan obligation as incurred and is recorded in “Interest Expense”. The Company entered into a loan agreement to purchase certain warehouse equipment on December 10, 2012 (see Note 11).

Non-Controlling Interest

Non-controlling interest consists of the minority owned portion of the following:

Nutra Origin, Inc. – During the fourth quarter of 2012 the Company completed its license of the Nutra Origin brand. In addition, the Company established a new subsidiary to operate the Nutra Origin brand. As part of the license agreement, the licensor was granted a 7% non-controlling interest in the newly formed subsidiary.

Revenue Recognition

Revenue is recognized when a product is shipped and risk of loss is transferred. The Company manages the collection process for transactions processed on its website, but it outsources its fulfillment (delivery) process to third parties.

The Company’s revenue recognition policies are in compliance with ASC Topic 605, “Revenue Recognition”, which establishes criteria that must be satisfied before revenue is realized or realizable and earned. The Company recognizes revenue when all of the following four criteria are met:

·

persuasive evidence of a sales arrangement exists,

·

delivery has occurred,

·

the sales price is fixed or determinable and

·

collectability is probable.

Shipping and handling charges related to sales transactions are recorded as sales revenues when billed to customers or included in the sales price in accordance with ASC Topic 605, “Accounting for Shipping and Handling Fees and Costs”. Shipping and handling costs are included in cost of goods sold.



10



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 2. – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Research and Development

The Company currently maintains a functional laboratory employing two full time chemists, a part time chemist/consultant and a lab technician that identify new technology, test product alternatives and improve existing formulations. In addition, our founder and CEO devotes a substantial portion of his time in identifying new technologies and formulations to develop new products and improve existing products with the newest technology available. ASC Topic 730, “Accounting for Research and Development Costs” requires such activities be expensed in the year incurred. Such costs include laboratory supplies, salaries, materials and consultant fees. These costs are classified as product development, salaries, selling, general and administrative expenses in the condensed consolidated statements of operations, and amounted to $137,039 and $136,927 for the nine months ended September 30, 2013 and 2012, respectively.

Income Taxes

The Company accounts for income taxes under the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is recorded when it is more likely than not that some portion or all of a deferred tax asset will not be realized,  At September 30, 2013 and 2012, a valuation allowance was provided against our deferred tax assets.  Income tax benefit is the result of Mexican operations.

Earnings per share

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “Earnings per Share”. Basic earnings per share is computed by dividing net income (loss) attributable to shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. Vested warrants for 253,893 shares and vested options for 32,633 shares were excluded from the earnings per share calculation because they would be anti-dilutive.

Segment Information

ASC Topic 280, “Disclosures about Segments of an Enterprise and Related Information,” established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in interim financial reports issued to stockholders. Management has determined that the Company operates in one business segment, which is the commercialization and development of personal care products.

Fair Value of Financial Instruments

Fair value is defined as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured at fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency of the asset, liability or market and the nature of the asset or liability. We currently do not have any financial assets and liabilities that are recurring that would require us to disclose them at fair value.



11



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 2. – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Functional Currency

The U.S. dollar is the functional currency of our consolidated entities operating in the United States. The functional currency for our consolidated entity operating outside of the United States is the Mexican peso. We translate their financial statements into U.S. dollars as follows:

·

Assets and liabilities are translated at the exchange rate in effect as of the financial statement date.

·

Income statement accounts are translated using the weighted average exchange rate for the period.


We include translation adjustments from currency exchange and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate component of shareholders’ equity. There are currently no transactions of a long-term investment nature, nor any gains or losses from non-U.S. currency transactions.

NOTE 3. – LIQUIDITY

As of September 30, 2013, we had $763,957 in cash. We have sustained substantial operational losses since our inception, and such operational losses have continued through September 30, 2013. We have financed our operations primarily through the issuance of shares of our common stock, a line of credit and the issuance of promissory notes. At September 30, 2013, we had an accumulated deficit of approximately $7,366,453. The Company cannot predict how long it will continue to incur further losses or whether it will ever become profitable which is dependent upon the reduction of certain operating expenses and success of new and existing products. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Accoringly, the accompanying condensed consolidated financial statements have been prepared in conformity with US GAAP, which contemplates continuation of the Company as a going concern.  The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and carrying amount or classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. We have commenced implementing, and will continue to implement, various measures to address our financial condition, including but not limited to:

·

Continuing to seek debt and equity financing. However, there can be no assurances that the Company will be able to raise additional capital on favorable terms, or at all.

·

Curtailing operations where feasible to conserve cash through deferring or modifying certain of our activities until our cash flow improves and we can recommence these activities with appropriate working capital funding.


NOTE 4. – RECENT ACCOUNTING PRONOUNCEMENTS

In February 2013, the FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,”. The amendments in this update require an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in the notes thereto, significant amounts reclassified from accumulated other comprehensive income by the respective net income line item. This new guidance is to be applied prospectively for interim and annual periods beginning after December 15, 2012. The adoption of ASU 2013-02 did not have a material impact on the Company’s unaudited condensed consolidated financial statements.


In March 2013, FASB issued ASU 2013-05, “Foreign Currency Matters: Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity,” an amendment which allows an entity to release cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. This is effective for fiscal years and interim reporting periods beginning after December 15, 2013, with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements or related disclosures.

 



12



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 4. – RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,”. The amendments in this update require that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except under a few limited circumstances. The amendments in this update do not require new recurring disclosures. This new guidance is to be applied prospectively for interim and annual periods beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements.

Management continually evaluates the potential impact, if any, of all recent accounting pronouncements on our consolidated financial statements or related disclosures and, if significant, makes the appropriate disclosures required by such new accounting pronouncements.

NOTE 5. – INVENTORY

Significant components of inventory at September 30, 2013 and December 31, 2012 consist primarily of:

 

 

2013

 

 

2012

 

 

 

(Unaudited)

 

 

 

 

Bulk product and raw materials

 

$

2,110,191

 

 

$

2,402,331

 

Work in process

 

 

82,773

 

 

 

237,284

 

Merchandise inventory

 

 

870,132

 

 

 

1,074,833

 

Inventory in transit

 

 

11,830

 

 

 

239,502

 

Less: Allowance

 

 

(512,527

)

 

 

(500,000

 

 

$

2,562,399

 

 

$

3,453,950

 

 

Bulk product and raw materials – Bulk product consists of completed product formulations that have not yet been packaged in market ready packaging. Raw materials consist of bulk quantities of the various chemical components of our product along with bottles, pumps, labels and other packaging materials.

Work in process – Work in process inventory consists of merchandise inventory currently in interim production stage that is partially completed and not yet market ready.

Merchandise inventory – Merchandise inventory consists of completed formulations in market ready packaging. Our formulations are batch controlled and subject to various government regulations which, among other things, govern the purity and safety of our product.

Inventory in transit – In transit inventory consists of primarily bulk product and raw materials where title has transferred to the Company but the inventory has yet to arrive in a designated warehouse facility either Company owned or under contract.

Management evaluated the inventory at September 30, 2013 and December 31, 2012 and reserved $512,527 and $500,000, respectively, as an allowance for slow moving and obsolete inventory. The allowance applies primarily to bulk product and raw materials where the chemical components have expired and the bottles, pumps and packaging materials are no longer being used in current production due to packaging changes or were in excess of quantities needed based on current production consumption. Generally, merchandise inventory does not require a reserve.



13



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



NOTE 6. – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at September 30, 2013 and December 31, 2012 consist primarily of:

 

 

2013

 

 

2012

 

 

 

(Unaudited)

 

 

 

 

 

Prepaid rent

 

$

28,620

 

 

$

21,200

 

Prepaid insurance

 

 

58,138

 

 

 

24,304

 

Deferred issuance costs, net of amortization

 

 

32,670

 

 

 

61,828

 

Prepaid Value Added Tax

 

 

56,552

 

 

 

30,228

 

Advances for marketing

 

 

83,362

 

 

 

 

Other prepaid

 

 

863

 

 

 

21,604

 

 

 

$

260,205

 

 

$

159,164

 


Prepaid rent – Represents the temporary timing of rent payments.

Prepaid insurance – Represents the temporary advance of deposits and scheduled premium payments made in excess of premiums expensed over the policy period. Premiums advanced and expensed during 2013-YTD totaled approximately $111,960 and $77,264, respectively.  Most of our insurance coverage was renewed in June 2013.

Deferred issuance costs – These amounts were made in connection with obtaining financing arrangements from our asset based lender discussed more fully in Note 11, which consisted of loan origination fees, legal and due diligence fees. Deferred issuance costs advanced and expensed during 2013-YTD totaled approximately $18,750 and $47,908, respectively. Our lender charged a renewal fee in April 2013.

Advances for marketing – Represents advances made to several marketing firms to provide consulting services thru 2013.  Advanced costs expensed during 2013-YTD totaled approximately $190,158.

NOTE 7. – INTANGIBLE ASSETS

Significant components of intangible assets at September 30, 2013 and December 31, 2012 consist of:

 

 

 

2013

 

 

2012

 

 

 

 

(Unaudited)

 

 

 

 

 

Distribution rights in Brazil

 

$

750,000

 

 

$

750,000

 

Less: Accumulated amortization

 

 

(300,000

)

 

 

(243,750

)

Net distribution rights

 

 

450,000

 

 

 

506,250

 

 

 

 

 

 

 

 

 

  

Pure Guild brand rights

 

 

159,086

 

 

 

159,086

 

Less: Accumulated amortization

 

 

(88,875

)

 

 

(77,790

)

Net brand right

 

 

70,211

 

 

 

81,296

 

 

 

 

 

 

 

 

 

 

Nutra Origin license

 

 

144,307

 

 

 

144,307

 

Less: Accumulated amortization

 

 

(42,577)

 

 

 

(6,500

)

Net license

 

 

101,730

 

 

 

137,807

 

 

 

 

 

 

 

 

 

 

DS Mexico Customer list

 

 

922,831

 

 

 

932,000

 

Less: Accumulated amortization

 

 

(90,504

)

 

 

(16,945

)

Net customer list

 

 

832,327

 

 

 

915,055

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

34,444

 

 

 

34,444

 

 

 

$

1,488,712

 

 

$

1,674,852

 

 

Brazilian distribution rights – During 2009, the Company issued 300,000 shares of common stock to a Brazilian distributor in exchange for a 10 year exclusive distribution agreement in Brazil. The transaction was valued at $2.50 per share. The Company, through its exclusive distributor, former joint venture partner and shareholder, is currently commercializing its product line along with a generic Minoxidil product for the Brazilian market, which was introduced in the 4th quarter of 2012. $56,250 was amortized during both 2013-YTD and 2012-YTD.  



14



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 7. – INTANGIBLE ASSETS (Continued)

Pure Guild brand rights – During the 3rd quarter of 2009, we entered into an agreement with a customer/distributor to develop a private label brand of premium products and associated packaging materials. The Pure Guild brand of products was the result. As part of this project we obtained a 50% interest in the Pure Guild brand and the permanent exclusive rights to manufacture the Pure Guild products. In exchange for these rights, we provided $106,666 of product representing approximately 70% the initial stocking order. These rights were being amortized over 5 years, representing the basic term of the supplier agreement.  

During the second quarter of 2012, we acquired the remaining 50% ownership of the Pure Guild brand from our customer/distributor in exchange for release from the exclusive supplier agreement so that we may pursue promotion of the brand through our existing distributor network. As a convenience, we also accepted return of their remaining Pure Guild inventory, which amounted to $50,000, based on the original sales price. Because we have begun to revitalize the brands position in the market, we will modify the amortization term to appropriately reflect the remaining unamortized brand rights combined with the additional brand rights acquired, to 6 years. $11,085 and $16,495 has been amortized during 2013-YTD and 2012-YTD, respectively.

Nutra Origin brand license – We have been distributing the Nutra Origin brand products since October 2010 and although the brand currently represents a relatively modest portion of our sales, we intend for this brand to expand our health and personal care product offerings into the nutraceutical market. Our CEO’s father is a part owner and was COO of the company that owns the Nutra Origin brand. He is now our Nutra Origin product manager. Our license agreement requires us to pay $7,500 per month for an exclusive 10 year license to use the Nutra Origin brand, plus $50,000 in DSKX common shares. The agreement contains certain performance clauses for both parties, which permit cancellation by us after 3 years and permit cancellation by the seller if we fail to maintain stipulated minimum sales.  We are currently delinquent in payment of our license fees and are negotiating a modification in our license agreement.  $29, 827 has been amortized during the nine months ended September 30, 2013.

DS Mexico Customer list – In connection with the acquisition of our Mexican distributor, which is discussed more fully in Note 19, we acquired the customer list which was recorded at its fair value as determined by management utilizing the services of an independent appraiser. The asset is being amortized over its estimated useful life of 9 years. Accordingly, the Company recognized $73,558 of amortization expense in 2013-YTD. The change in the gross value of the DS Mexico customer list is the result of foreign currency translation adjustment at September 30, 2013. At September 30, 2013 no impairment was considered necessary.

Goodwill – Also in connection with the acquisition of our Mexican distributor, which is discussed more fully in Note 19, we acquired goodwill which represents the excess of the fair value of consideration given over the fair value of the assets acquired. Its fair value as determined by an independent appraiser. The asset is not being amortized; however the Company will access the asset for impairment annually. The change in the gross value of the goodwill is the result of foreign currency translation adjustment at September 30, 2013.  At September 30, 2013 no impairment was considered necessary.

The following table represents the amortized cost of the various assets over the next years.

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

Beyond

 

 

Total

 

Asset:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brazil distribution rights

 

$

18,750

 

 

$

75,000

 

 

$

75,000

 

 

$

75,000

 

 

$

206,250

 

 

$

450,000

 

Pure Guild brand rights

 

 

3,695

 

 

 

14,780

 

 

 

14,780

 

 

 

14,780

 

 

 

22,176

 

 

 

70,211

 

Nutra Origin brand license

 

 

11,568

 

 

 

46,273

 

 

 

43,889

 

 

 

 

 

 

 

 

 

101,730

 

Mexican Customer list

 

 

25,875

 

 

 

103,500

 

 

 

103,500

 

 

 

103,500

 

 

 

495,952

 

 

 

832,327

 

 

 

$

59,888

 

 

$

239,553

 

 

$

237,169

 

 

$

193,280

 

 

$

724,378

 

 

$

1,454,268

 




15



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 8. – ACCOUNTS PAYABLE AND ACCRUED EXPENSES


Accounts payable and accrued expenses at September 30, 2013 and December 31, 2012 consist of:

 

 

2013

 

2012

 

 

 

(Unaudited)

 

 

 

 

Trade payables

 

$

2,287,625

 

$

2,327,540

 

 

 

 

 

 

 

 

 

Accrued expenses:

 

 

 

 

 

 

 

Advertising and marketing

 

$

24,264

 

$

60,264

 

Commissions

 

 

160,989

 

 

362,346

 

Facilities

 

 

19,782

 

 

38,023

 

Fees / interest

 

 

16,578

 

 

19,012

 

Investor relations

 

 

52,022

 

 

44,000

 

Production materials

 

 

70,692

 

 

 

Other

 

 

 

 

61,807

 

Personnel

 

 

82,224

 

 

109,930

 

Professional fees

 

 

15,000

 

 

9,500

 

 

 

$

441,551

 

$

704,882

 


Trade payables – Consist of liabilities arising in the normal course of business, evidenced by invoices and are generally incurred in connection with the acquisition of materials, inventory or outside services. The Company has fueled its expansion in part by securing significant support from its vendors and suppliers.

Accrued expenses – Represents commitments made for goods or services provided during 2013-QTR where the activity does not normally generate an invoice that can be recorded as a trade payable such as accrued commissions or where invoices were received subsequent to the end of the reporting period but the goods or services were provided prior to the end of the reporting period.


NOTE 9. – OTHER CURRENT LIABILITIES

Other current liabilities at September 30, 2013 and December 31, 2012 consist of:

 

 

2013

 

2012

 

 

 

(Unaudited)

 

 

 

 

Customer deposits

 

$

20,312

 

$

22,689

 

Credit cards

 

 

85,488

 

 

117,006

 

Taxes payable/(receivable)

 

 

(28,891

)

 

78,989

 

Current portion of long term debt

 

 

8,723

 

 

8,723

 

Insurance premium financing

 

 

32,135

 

 

 

Vendor financing

 

 

83,614

 

 

 

Other

 

 

99,436

 

 

 

 

 

$

300,817

 

$

227,407

 


Customer deposits – represent monies advanced to us on orders for future shipments.


Insurance premium financing – represent short term borrowings specifically to finance the acquisition of certain insurance coverage.  Our insurance coverage financed included, D&O, general liability and ocean marine coverage.


Vendor financing – represent financing offered by vendors to fund our purchases of their product.  



16



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 10. – SHAREHOLDER LOANS


Shareholder loans - On December 10, 2012 we received an unsecured loan for $314,000 from one of our consultants who is also a shareholder. This loan is non-interest bearing and matures on December 11, 2013. During the first quarter of 2013, we received an additional $240,000 from the same consultant/shareholder under the same terms as the initial advance, bringing the total advanced to $554,000. On September 27, 2013 the lender accepted 456,000 shares of common stock in full satisfaction of outstanding liability.  The common shares issued were valued at $843,600 based on the trading values of shares at the time of issuance.  Accordingly, the Company recognized a $289,600 loss on extinguishment of debt.


We also received a loan from Daniel Khesin, our Chief Executive Officer for $39,000. This loan is unsecured, non-interest bearing and matures on December 25, 2013. Installment payments totaling $27,300 have been made during 2013-YTD. The net advanced outstanding at September 30, 2013 was $11,700.

On January 20, 2013, we received an unsecured loan for $70,000 from Gamma Investors, also a shareholder and affiliate of our Brazilian distributor. The loan accrues interest at 3% per month and matures on August 20, 2013.  The loan calls for monthly installment payments along with interest. The net advanced outstanding at September 30, 2013 was $10,000.

NOTE 11. – DEBT FINANCING

Credit Facility - On April 6, 2012 a financial institution provided the Company with a $1.5 million credit facility with an initial draw of $580,000. The credit facility provides for asset based lending collateralized by all assets of the Company. Advances are based on 70% of qualified accounts receivable and 40% of finished goods inventory. The credit facility provides for interest and bank fees, which currently aggregate to 8% (prime plus 3% plus 1.75% asset monitoring fees and other fees) per annum and expires March 24, 2014, and may be renewed under certain conditions. The credit facility is personally guaranteed by our Chief Executive Officer and, under certain conditions, may be called upon demand. The credit facility also provides for a referral fee of 4% per annum for 3 years. The Loan Agreement contains customary representations, warranties, affirmative and negative covenants and events of default. The negative covenants include, among other things, restrictions on transferring our assets, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, and creating other liens on our assets, in each case subject to customary exceptions. As of September 30, 2013, the Company had $576,088 outstanding and $340,912 available to borrow based on its advance formulas for qualified accounts receivable and finished goods inventory.


We are currently in compliance with the covenants under the credit facility, except that;

(1)

Under the terms of the credit facility, we are required to obtain a life insurance policy on the Company’s Chief Executive Officer. We have been unable to obtain the required life insurance and are currently negotiating alternative forms of collateral.

Long Term Debt – On December 10, 2012 the Company entered into a loan agreement for $53,900 to purchase certain warehouse equipment. The loan provides for monthly payments of $1,041 for 60 months at 5.95% interest. Payments began on February 18, 2013. No interest expense from this loan was recognized in 2012 due to its immateriality.

Principal payout over the life of the loan is as follows:

 

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018

 

Total

 

Long Term Debt

 

$

689

 

$

10,073

 

$

10,689

 

$

11,343

 

$

12,036

 

$

1,036

 

$

45,866

 




17



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 12. COMMITMENTS AND CONTINGENCIES


During 2013-YTD and 2012-YTD, the Company operated under several material agreements as listed below:

Lease for office and production facilities

 

·

The Company leased its corporate headquarters office space located in Miami Beach, Florida, on a month to month basis at $5,700 per month or $68,400 on an annual basis, which was terminated during the fourth quarter of 2012.

 

 

 

 

·

In October 2012, the Company entered into a lease, which added 1,525 square feet of additional space and renewed its existing lease for a total of 1,875 square feet in sales facilities located in Ashville, North Carolina. The leases provide for monthly rent of $4,725 throughout the lease term which both expire on December 31, 2015.

 

 

 

 

·

The Company leased 13,137 square feet of warehouse and production space in Pompano Beach, Florida. The lease provided for monthly rent of $6,350 and expired on October 15, 2012.

 

 

 

 

·

In fourth quarter of 2012, the Company entered into a lease for 50,000 square feet in warehouse and corporate office space located in Deerfield Beach, Florida. The lease provides for monthly rent of $20,000 in the first six months and $27,000 per month thereafter. The lease term is for 22 months.


The Company is committed to lease payments over the next five years are as follows:

 

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

Beyond

 

 

Total

 

Facility Leases:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deerfield Beach, Florida (Production) (HQ)

 

$

81,000

 

 

$

189,000

 

 

$

 

 

$

 

 

$

 

 

$

270,000

 

Ashville, North Carolina (Sales)

 

 

14,174

 

 

 

56,695

 

 

 

56,695

 

 

 

 

 

 

 

 

 

127,564

 

 

 

$

95,174

 

 

$

245,695

 

 

$

56,695

 

 

$

 

 

$

 

 

$

397,564

 


Pending and threatened litigation

·

The Company has received several pending and threatened litigations from various suppliers typically over non-payment for goods or services. Such vendor disputes are typical in the normal course of business. The Company has vigorously disputed those claims on the grounds of the substandard materials or services provided. In 2011, we received 5 supplier claims for certain advertising, human resource and consulting matters that we are disputing and filing counter claims. We settled four of these claims in 2012 and structured payouts representing our estimate of the amount due of $24,264 and $162,764 at September 30, 2013 and December 31, 2012, respectively.  We intend to vigorously defend the remaining claim.

·

On June 13, 2011, we filed an action in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida for the rescission of an investor relations and consulting agreement entered into on or about October 15, 2010 whereby we paid a third party approximately $20,000 and 23,000 shares of restricted common stock in consideration of investor relations and consulting services. We have demanded return of the 23,000 shares of restricted stock and recovery of costs and other damages. The third party has filed a counter claim for breach of the agreement. We intend to vigorously defend this claim.

·

During 2011, we filed an action in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida for the rescission of an agreement entered into on or about May 18, 2010 whereby we paid a third party approximately $500 and 20,000 shares of restricted common stock in consideration of consulting services. We have demanded return of the 20,000 shares of restricted stock and recovery of costs and other damages. The claim was dismissed for lack of jurisdiction and we re-filed the action in the Supreme Court, New York County, New York on or about January 11, 2012, seeking rescission of said agreement and the return of $500 and 20,000 shares of restricted common stock.




18



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 12. – COMMITMENTS AND CONTINGENCIES (Continued)


·

We and our chief executive officer, individually, were named in a lawsuit brought in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida by a former employee of Evolution Model Management, Inc. claiming wrongful termination. We were named because we originally hired the employee rather than Evolution Model Management, as the latter was not yet an established entity. On December 2, 2012, we entered into a settlement agreement and release of claims whereby we agreed to pay the plaintiff an aggregate of $77,500, payable in three equal installments. The final payment was made in April 2013.

·

We and our chief executive officer, individually, were named in a lawsuit brought in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida in 2012 by a former contractor claiming wrongful termination. Plaintiffs complaint alleges $85,000 in back salary, performance bonus and a 40,000 share grant. Management intends to vigorously defend the action and contends the suit is without merit as the contractor was dismissed for cause. Accordingly, management has not provided a contingency reserve for this matter.

Purchase commitments

In order to secure an adequate supply of raw materials, the Company executes purchase orders to its suppliers as evidence of its intent to purchase materials. Purchase orders outstanding at September 30, 2013 totaled $993,363.

Contract contingencies

Our distribution agreement with Gamma Investors, a shareholder of the Company,provides that in the event we terminate the agreement without cause, we are required to repurchase all products held in Gamma’s inventory and pay Gamma a fee equal to the greater of the prior 12 month product purchased by Gamma or $2 million.  Transactions with Gamma have been de minimus to date.

NOTE 13 – EQUITY

Common Stock

When shares are issued in lieu of cash for goods or services, such goods or services are valued based upon the shares issued multiplied by the closing price of the stock on the date immediately preceding such issuance.

During the first quarter of 2012, the Company issued 28,182 shares for services provided by two employees valued at $3.10 - $3.20 per share, which resulted in an expense of $89,182 in aggregate. The Company also issued 8,824 shares as an award for achieving business goals. The shares were valued at $3.40, which resulted in an allowance offsetting revenues of $30,000.

During the second quarter of 2012, the Company issued 108,764 shares for services provided by six associates valued at $2.00 - $2.80 per share, which resulted in an expense of $241,528 in aggregate. The Company also issued 38,514 shares as an award for achieving business goals at $2.60, which resulted in an allowance offsetting revenues of $100,000. In addition, a consultant exercised vested options for 40,700 common shares for $4,070.

During the third quarter of 2012, the Company issued 28,000 shares for services provided by an IR firm and a former associate valued at $2.20 - $3.20 per share, which resulted in an expense of $69,600 in aggregate. Also during the quarter, two founders converted 450,000 shares of preferred stock into 450,000 of common shares. The Company also issued 292,000 shares to existing shareholder investors at $2.50 per share or $732,000 from which $146,400 in fees were paid to the selling agent, resulting in net proceeds of $585,600 to the Company.

During the fourth quarter of 2012, the Company issued 31,367 shares to a distributor for achieving sales goals valued at $3.32 per share, which resulted in a sales allowance of $104,138 in aggregate. In connection with our license of the Nutra Origin brand, we issued 15,385 shares valued at $3.25 per share, which resulted in an increase in our brand rights intangible asset of $50,000.



19



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 13. – EQUITY (Continued)

During the first quarter of 2013, the Company issued 15,300 shares to a distributor for achieving sales goals valued at $2.50 per share, which resulted in a sales allowance of $38,250 in aggregate. We also issued 20,000 shares to an investor relations (“IR”) firm for services valued at $2.20 per share or $44,000 in total. Our directors received 5,000 shares for services valued at $3.20 per share or $16,000.

During the second quarter of 2013, the Company issued 11,765 shares to a distributor for achieving sales goals valued at $2.11 per share, which resulted in a sales allowance of $24,824 in aggregate. We also issued 80,000 shares to an IR firm for services valued at $1.75 per share or $140,000 in total. Our directors received 7,500 shares for services valued between $1.75 and $2.61 per share or $16,350.

During the third quarter of 2013, the Company sold an aggregate of 381,192 shares to four private investors at prices ranging from $1.00 to $1.15 per share for a total of $406,300.  Fees were paid to a third party on three of the four transactions resulting in issuance costs of $31,260.  The Company also issued 28,433 shares in aggregate, to several distributors for achieving sales goals valued at $1.50 average per share, which resulted in a sales allowance of $42,649 in aggregate. We also issued 52,700 shares in aggregate to four investor relations (“IR”) firms for services valued at $1.76 average per share or $92,550 in total. We also issued 31,779 shares to two associates for services rendered valued at $1.66 average per share or $52,721 in total.  

Surrender of Common Stock

During the third quarter of 2012, an IR firm surrendered 20,000 shares previously issued for services not fully earned and previously valued at $2.80 per share, which resulted in a return to equity of $56,000 in aggregate.

During the fourth quarter of 2012, an IR firm returned 5,000 shares valued at $3.36 per share, which resulted in a recovery of $16,800.

Warrants

In fourth quarter of 2011 the Company completed a closing of a private offering of 617,857 shares of the Company’s Common Stock, under a securities purchase agreement (“SPA”). The SPA provides the investors with warrants to purchase an aggregate of 154,464 shares of Common Stock. In addition, the SPA also granted warrants to purchase 49,429 shares of Common Stock as fees for assisting in the SPA closing. In addition to the foregoing, there were 50,000 warrants issued to an IR firm for services in 2010.

The following tables present the status of all warrants outstanding at September 30, 2013 and December 31, 2012, respectively

 

 

Warrants

 

Weighted-

Average

Exercise

Price

 

Weighted-

Average

Remaining

Contractual

Term (in years)

 

Aggregate

Intrinsic

Value

Year Ended December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at January 1, 2012

 

 

253,893

 

 

$

4.67

 

 

 

4.21

 

 

$

 

Issued

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2012

 

 

253,893

 

 

$

4.67

 

 

 

3.21

 

 

$

 

Exercisable at December 31, 2012

 

 

253,893

 

 

$

4.67

 

 

 

3.21

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at January 1, 2013

 

 

253,893

 

 

$

4.67

 

 

 

3.21

 

 

$

 

Issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2013

 

 

253,893

 

 

$

4.67

 

 

 

2.47

 

 

$

 

Exercisable at September 30, 2013

 

 

253,893

 

 

$

4.67

 

 

 

2.47

 

 

$

 

No warrants were issued in 2012 or 2013 to date.



20



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 13. – EQUITY (Continued)

Option

During 2009 the Company entered into a Consulting Agreement with a selling agent under which the selling agent assisted the Company in filing a registration statement on Form 10 and quotation of its shares on the Over the Counter Bulletin Board (OTCBB). The Company has issued an option to the selling agent to purchase 200,000 shares of common stock at an exercise price of $0.10 per share. At grant date, the option was valued based on the offering price of the PPM of $2.50 per share, which was $480,000. The option expires in five years. The option vests and is exercisable subject to certain lock up and leak out provisions which commence upon the effective date of the Company obtaining OTCBB listing. Leak out provisions limit exercisability of the option number to 20,000 shares per quarter. During the first quarter of 2010, the Company obtained its trading symbol and accordingly recorded an expense for consulting services of $160,000 in 2010 reflecting the structured vesting. As a result of the structured vesting, the Company recognized $128,000 in 2012 and $192,000 in 2011. At December 31, 2012 the options were fully expensed.

The following tables present the status of all options outstanding at September 30, 2013 and December 31, 2012:

 

 

Options

 

Weighted-

Average

Exercise

Price

 

Weighted-

Average

Remaining

Contractual

Term (in years)

 

Aggregate

Intrinsic

Value

Year Ended December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at January 1, 2012

 

 

73,333

 

 

$

0.10

 

 

 

3.0

 

 

$

264,000

 

Issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(40,700

)

 

$

0.10

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2012

 

 

32,633

 

 

$

0.10

 

 

 

2.16

 

 

$

107,690

 

Exercisable at December 31, 2012

 

 

32,633

 

 

$

0.10

 

 

 

2.16

 

 

$

107,690

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at January 1, 2013

 

 

32,633

 

 

$

0.10

 

 

 

2.16

 

 

$

107,690

 

Issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2013

 

 

32,633

 

 

$

0.10

 

 

 

1.41

 

 

$

54.497

 

Exercisable at September 30, 2013

 

 

32,633

 

 

$

0.10

 

 

 

1.41

 

 

$

54,497

 


No options were issued in 2013-YTD or 2012.

Preferred Stock

As provided under Certificate of Designation for Series A Preferred Stock dated January 14, 2009, amended in September 2009, each share of Series A Preferred Stock is entitled to 0.2 votes per share and the Series A Preferred Stock votes together with the Company’s common stock, except as otherwise provided under Florida law. The preferred stock automatically converts into common stock on a ten-to-one basis in September 2013. Two of the founders converted 4,500,000 preferred shares into 450,000 common shares during 2012. The remaining 5,500,000 shares we held by the remaining founder and CEO of the Company and converted into 550,000 common shares on September 15, 2013.



21



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 14. – 2009 EQUITY INCENTIVE PLAN

Overview – The Company initiated a 2009 Equity Incentive Plan (the "Plan") to:

1.

attract and retain the best available personnel for positions of substantial responsibility,

2.

provide additional incentives to employees, directors and consultants, and

3.

promote the success of the Company and the Company's affiliates.

Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights, time vested and/or performance vested Restricted Stock, Stock Appreciation Rights and Unrestricted Shares may also be granted under the Plan.

Subject to the Plan – The initial maximum number of shares of Common Stock that may be issued under the Plan is 500,000 shares. No more than 100,000 Shares of Common Stock may be granted to any one Participant with respect to Options, Stock Purchase Rights and Stock Appreciation Rights during any one calendar year period. Common Stock to be issued under the Plan may be either, authorized and unissued shares or shares held in treasury.

Eligibility – Nonstatutory Stock Options, Stock Purchase Rights, Stock Awards, Stock Appreciation Rights and Unrestricted Shares may be granted to all Service Providers. Incentive Stock Options may be granted only to Employees.

Limitations Each Option shall be designated as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, if an Employee becomes eligible in any given year to exercise Incentive Stock Options for Shares having a Fair Market Value in excess of $100,000, those Options representing the excess shall be treated as Nonstatutory Stock Options.

Term – The term of each Option shall be stated in the applicable Option Agreement or, if not stated, ten years from the date of grant. However, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is granted, owns, directly or indirectly, stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company and any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the applicable Option Agreement.

Exercise and Vesting – Unless otherwise determined by the Administrator and provided for in the Option Agreement, each Option shall vest and become exercisable as to one-sixth (1/6) of the shares subject to the Option on the date that is nine months after the date of grant, and an additional one-sixth (1/6) of the shares subject to the Option every nine months thereafter until fully vested and exercisable.

NOTE 15. – SIGNIFICANT CUSTOMERS

Our product revenues represent primarily sales of Revita, Revita Cor and Spectral DNC-N, which individually exceed 10% of total sales and collectively represent 50% of total sales. There were no other products, which individually exceed 5% of total sales. The Company sells its products to several types of customer, which primarily include distributors and salons, several of which represent individually in excess of 10% of total sales during 2013-YTD and 2012-YTD. During 2013-YTD our top ten customers generated 42% of our sales.

There were no sales to customers individually in excess of 10% of total sales during 2013-YTD.

Sales to customers individually in excess of 10% of total sales during 2012-YTD and their accounts receivable at September 30, 2012 were:

 

Customer

 

Sales

Amount

 

Percent

 

Accounts

Receivable

 

Percent

 

 

 

 

 

 

 

 

 

B

 

$930,167

 

11%

 

$191,156

 

7%

C

 

$927,518

 

11%

 

$410,831

 

14%




22



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 16. – SIGNIFICANT VENDORS

The Company purchases its raw materials from various foreign and domestic suppliers several of which represent individually in excess of 10% of total purchases. Purchases of raw materials consist primarily of basic chemicals and packaging materials. The Company believes that it enjoys cordial relationships with all its suppliers but should the need arise; the Company believes that it could transition to alternate suppliers with minimal adverse impact. It does not have any formal long term purchase agreements with its suppliers. The Company does issue purchase orders based on its production plan, which may be modified or cancelled should its production plan change.

Purchases from significant vendors during 2013-YTD and their accounts payable at September 30, 2013 were:

Vendor

 

Purchase

Amount

 

Percent

 

Accounts

Payable

 

Percent

 

 

 

 

 

 

 

 

 

A

 

$526,787

 

17%

 

$297,305

 

18%

C

 

$530,515

 

17%

 

$  82,868

 

5%

Purchases from significant venders during 2012-YTD and their accounts payable at September 30, 2012 were:

Vendor

 

Purchase

Amount

 

Percent

 

Accounts

Payable

 

Percent

 

 

 

 

 

 

 

 

 

A

 

$719,638

 

19%

 

$       ---

 

--%

C

 

$512,820

 

13%

 

$86,893

 

7%


NOTE 17. – GEOGRAPHIC REVENUE REPORTING

The Company is organized based on fundamentally one business segment although it does distribute its products on a world-wide basis. Several of its largest distributors are based in North America who in turn sell their products in Europe or Asia. We consider these customers as based in North America. However our sales to international distributors who distribute our product outside North America have been increasing. We have also recently acquired our distributor in Mexico, the results of which are more fully discussed in Note 19.

Information about the Company’s geographic operations for both 2013-YTD and 2012-YTD as follows:

 

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Net Revenue:

 

 

 

 

 

 

 

North America

 

$

6,888,894

 

$

5,858,478

 

International

 

 

3,704,141

 

 

2,814,156

 

 

 

$

10,593,035

 

$

8,672,634

 


Furniture and Equipment, Net:

 

 

 

 

 

 

 

North America

 

$

112,456

 

$

111,727

 

International

 

 

120,068

 

 

---

 

 

 

$

232,524

 

$

111,727

 


NOTE 18. – CONSOLIDATION OF VARIABLE INTEREST ENTITY

The Company holds a variable interest in Velocity Storage and Packaging LLC (“Velocity”) an entity for which the Company is the primary beneficiary. Velocity performs packaging and shipping services exclusively for the Company. The Company’s variable interest relates to a financing arrangement whereby, all operational expenses including labor costs, facility costs and other operational expenses are reimbursed by the Company at Velocity’s cost. The Company has no equity investment in Velocity and Velocity has no assets, liabilities or equity structure of its own. Accordingly, the Company determined that Velocity was a VIE and the Company was the primary beneficiary under the guidance offered in ASC 810-10 since Velocity does not have sufficient equity at risk for the entity to finance its own activities. ASC 810-10 requires that an enterprise consolidate a VIE if that enterprise has a variable interest that will absorb a majority of the entity's expected losses if they occur.



23



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 19. – ACQUISITION OF MEXICAN DISTRIBUTOR

Effective November 1, 2012, the Company purchased essentially 100% of the outstanding common stock of Divine Skin Laboratories, S.A. DE C.V. (“DS Mexico”) from the sole shareholder pursuant to a Share Exchange Agreement. In accordance with Mexican law, Mexican companies must have two shareholders therefore the principal seller will retain one share of common stock of DS Mexico.

DS Mexico is in the business of selling, distributing and marketing the Company’s products throughout Mexico. The Company acquired DS Mexico in order to obtain customers and vertically integrate its operations directly in the Mexican market.

In consideration for the nearly 100% interest in DS Mexico, the Company issued 450,000 shares of the Company’s common stock valued at $2.60 per share, based on an independent third party valuation. The Company also forgave $38,415 of invoices due from DS Mexico between April 1, 2012 and September 30, 2012. Following the closing date the sole shareholder of DS Mexico shall receive up to an aggregate of an additional 150,000 shares of DSKX Common Stock (as adjusted for a stock split, recapitalization or similar transaction) as follows:

(i)

50,000 shares of DSKX Common Stock in the event that annual net revenues of DS Mexico are equal to or greater than $4,000,000 during any calendar year period;

(ii)

50,000 shares of DSKX Common Stock in the event annual net revenues of DS Mexico are equal to or greater than $5,000,000 during any calendar year period following satisfaction of (i); and

(iii)

50,000 shares of DSKX Common Stock in the event annual net revenues of DS Mexico are equal to or greater than $6,000,000 during any calendar year period following satisfaction of (ii).

In connection with the Share Exchange Agreement, the Company issued 600,000 shares of its stock, of which 450,000 shares have been delivered as of December 31, 2012. The remaining 150,000 shares are held in escrow by the Company to be delivered upon completion of the performance measures as stipulated by the Share Exchange Agreement.

The present value of the consideration expected to be paid as part of this agreement is $1,341,015, as calculated below:

·

450,000 shares issued and valued at $2.60 per share, for a total of $1,170,000.

·

51,000 contingent shares valued at $2.60 per share, for a total of $132,600.

·

Forgiveness of $38,415 of invoices due from DS Mexico.

The price per share and the estimated contingent shares to be issued in connection with this agreement were based upon a third party valuation.

The Company incurred approximately $5,000 in professional fees in connection with its acquisition of DS Mexico in 2012.

The following summarizes the fair value of the assets and liabilities acquired:

Cash

 

$

127,321

 

Accounts receivable

 

 

380,522

 

Inventory

 

 

159,379

 

Prepaid and other current assets

 

 

87,125

 

Property and equipment, net

 

 

126,628

 

Customer list

 

 

932,000

 

Goodwill

 

 

34,444

 

Accounts payable

 

 

(455,726

)

Other current liabilities

 

 

(50,678

)

Total net assets acquired

 

$

1,341,015

 

Aggregate purchase price

 

$

1,341,015

 




24



DS HEALTHCARE GROUP, INC. (dba DS LABORATORIES) and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 19. – ACQUISITION OF MEXICAN DISTRIBUTOR (Continued)

The assets acquired were recorded at preliminary estimates of fair values determined by management, based on information currently available and on current assumptions as to future operations, and were revised upon the completion of acquisition accounting and the finalization of asset valuations.

Dr. Tamez, the former principal shareholder of DS Mexico, has agreed to oversee the day to day operations of DS Mexico in consideration of a base salary of approximately $60,000 per year. In further consideration of his employment with DS Mexico, we and Dr. Tamez entered into a performance agreement dated December 11, 2012, whereby Dr. Tamez shall receive on each 12 month anniversary of the agreement, and each year thereafter for a period of five years, such number of shares of our common stock that shall have a cumulative value of $50,000. Furthermore, during the term of Dr. Tamez’s employment he shall be entitled, on a calendar year basis, to 30% of the net profits of DS Mexico (the “Profit Participation”). Commencing on the third calendar anniversary of the performance agreement with us, we shall have the option of terminating the Profit Participation in consideration of a $500,000 payment to Dr. Tamez. Furthermore, in the event that a “Change of Control” of us during the term of Dr. Tamez’s employment with us, Dr. Tamez shall have the right to receive a one-time payment of $500,000. A “Change of Control” of us shall be deemed to have occurred at such time as: (1) any person (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”), directly or indirectly, of our securities representing 80% or more of the combined voting power of our outstanding securities then having the right to vote at elections of directors; (2) any person becomes the beneficial owner, directly or indirectly of, either: (i) 50% of DS Mexico’s outstanding shares or (ii) 30% of DS Mexico´s shares, within a period of one year; (3) the board of directors of DS Mexico, currently consisting of Daniel Khesin, Michael Strong and Fernando Tamez, is changed in its majority; or (d) 40% of the gross value of DS Mexico´s assets is transferred to an unrelated party.


The following unaudited pro forma information presents the combined results of operations for the three months and nine months ended September 30, 2012 as if the acquisition of Divine Skin Laboratories, S.A. DE C.V. (“DS Mexico”) had been completed on January 1, 2012. The pro forma financial information includes adjustments to reflect one time charges and amortization of fair value adjustments in the appropriate pro forma periods as though the companies were combined as of the beginning of 2012. These adjustments include:


 

·

 

An increase in amortization expense of $90,500 for the nine months ended September 30, 2012, related to the fair value of acquired identifiable intangible assets.


 

·

 

The inclusion of compensation of $24,703 for the nine months ended September 30, 2013, primarily related to performance bonus for our general manager.


The unaudited pro forma results do not reflect operating efficiencies or potential cost savings which may be implemented after the Acquisition:


 

 

Three Months Ended
September 30

 

 

Nine Months Ended
September 30,

 

 

 

2012

 

 

2012

 

Revenue

  

$

3,574,361

  

  

$

9,607,454

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(8,010

)

 

$

(749,973

)

 

 

 

 

 

 

 

 

 

Net income (loss) per common share, basic and diluted

 

$

0.00

 

 

$

0.07

 





25





ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Introductory Statements

This filing contains forward-looking statements, including statements regarding, among other things, our projected sales and profitability, our Company’s growth strategies, our Company’s future financing plans and our Company’s anticipated needs for working capital. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the matters described in this filing generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.

Results of Operations

The following discussion and analysis addresses the major factors that affected our operations and financial condition reflected in our condensed consolidated financial statements for the three and nine months ended September 30, 2013 and September 30, 2012. This discussion is intended to supplement and highlight information contained in, and should be read in conjunction with, our consolidated financial statements and related notes and the selected financial data presented elsewhere in this report.

Three Months Ended September 30, 2013 to the Three Months Ended September 30, 2012

Revenues, net – Total net revenues increased $9,799, or 0.3%, from $3,190,390 (2012) to $3,200,189, (2013). Our product revenues represent primarily sales of Revita, Revita Cor and Spectral DNC-N, which individually exceeded 10% of total sales and collectively represented 50% of total sales. No other product individually exceeded 5% of sales. The aggregate increase for 2013-QTR was nominal compared to 2012-QTR, however 2013-QTR net sales included approximately $475,000 in net sales generated by our Mexican subsidiary to external customers, net of sales eliminated in consolidation.  Our Mexican subsidiary was acquired effective November 1, 2012.  Net sales generated by our US operations for 2013-QTR decreased when compared to 2012-QTR primarily due to Company polices as it relates to extending credit to new and existing customers, which may include payment prior to shipping goods, which at times has prevented us from shipping goods. Revenues from our top ten customers accounted for approximately 42% of our total revenues during the three months ended September 30, 2013.  None individually represented more than 10% of revenue.

Cost of Goods Sold – Total cost of goods sold increased $38,756 or 2.8%, from $1,399,007 (2012) to $1,437,763 (2013). The increase in cost of goods sold is consistent with sales and the difference is nominal. The gross margin for both periods were also consistently close at 56% (2012) and at 55% (2013) with US Operations accounting for 76% of the gross margin dollars of $1,336K and Mexico accounting for 24% of the gross margin dollars of $426K.

Selling and Marketing Costs – Selling and marketing costs increased $219,684 or 22.8% from $962,213 (2012) to $1,181,897 (2013). The increase was due to the following:

Increases of:

·

$189,959 in freight and shipping costs, as a result of a one-time accommodation to customers that experienced significant delays and backorders in 2013 and also as a result of increased international shipping to new and existing customers,  

·

$121,593 for consulting and commissions, as a result of efforts to secure new customers, promote new product and the impact of consolidating DS Mexico.

The forgoing increases were partially offset by the following decreases of:

·

$68,111 for travel and entertainment costs incurred to promote sales as a result of cost cutting efforts,



26





·

$16,699 for marketing and promotion costs as a result of reduction of product launch, promoting new customers when compared to higher promotional efforts in 2012 compared to reduced promotional efforts in 2013 and other cost cutting efforts.

·

$7,057 for other sales and marketing costs, which is considered nominal.

General and Administrative Costs General and administrative costs increased $481,837 or 54.7%, from $880,504 (2012) to $1,362,341 (2013). The increase is due to the following:

Increases of:

·

$217,556 for professional fees consisting of a $29,543 increase for accounting and financial services; $125,964 increase in investor relations services; $8,268 decrease in legal services and $70,317 increase for corporate governance and public relations services.  Accounting services increased primarily as a result of increased independent audit fees and due to use of consultants to compile reporting information and remediate certain control issues.  Investor relations services increased to address issues associated with the up-listing to NASDAQ, resolving the S-1 registration and fund raising.  Corporate governance increased because we established a full time board and enhanced our public relations efforts,

·

$77,259 for personnel costs due to performance compensation agreements and increased staffing in our newly acquired Mexican distributor,

·

$37,078 for bad debts due to increased allowances as a result of payment delays from three large  customers,

·

$198,379 for depreciation and amortization of increased intangible assets and assets added through our newly acquired Mexican distributor, and

The forgoing increases were partially offset by the following decreases of:

·

$48,435 for various other general and administrative costs.

Nine Months Ended September 30, 2013 to the Nine Months Ended September 30, 2012

Revenues, net – Total net revenues increased $1,920,401 or 22.1%, from $8,672,634 (2012) to $10,593,035 (2013). Our product revenues represent primarily sales of Revita, Revita Cor and Spectral DNC-N, which individually exceeded 10% of total sales and collectively represented 50% of total sales. There were no other products, which individually exceeded 5% of total sales. Revenues increased primarily due to the carryover of unfilled orders at December 31, 2012 and the addition of our Mexican subsidiary.  We continue our marketing and sales efforts to expand our customer base, with our primary focus on expanding our distributors, both domestic and foreign. We conduct a significant portion of business with various distributors under exclusive distribution agreements. Revenues from our top six customers accounted for approximately 42% of our total revenues during the nine months ended September 30, 2013.

Effective November 1, 2012, we purchased essentially 100% of the outstanding common stock of DS Mexico, our former Mexican distributor, which resulted in an approximate $1.5 million of additional net revenues to external customers during the nine months ended September 30, 2013. Furthermore, we recognized revenues of approximately $1.9 million of product ordered during December 2012 that we were unable to fulfill prior to December 31, 2012, which were subsequently shipped during the nine months ended September 30, 2013.

Cost of Goods Sold – Total cost of goods sold increased $1,074,670 or 24.5%, from $4,380,170 (2012) to $5,454,840 (2013). The increase was primarily related to the increase in sales.  The gross margin % for both periods were fairly consistent at 49.5% (2012) and at 48.5% (2013), with US Operations accounting for 76% of the gross margin dollars of $3,881K and Mexico accounting for 24% of the gross margin dollars of $1,257K.



27





Selling and Marketing Costs – Selling and marketing costs increased $297,065 or 11.7% from $2,536,197 (2012) to $2,833,262 (2013). The increase was due to the following:

Increases of:

·

$115,747 for marketing and promotion costs, as a result of product launch, promoting new customers and expanded business with new customers and the consolidation of DS Mexico,

·

$265,237 for freight and shipping costs, as a result of a one-time accommodation to customers that experienced significant delays and backorders in 2013 and also as a result of increased international shipping to new and existing customers, and

·

$21,032 for travel and entertainment costs incurred to expand and promote sales which are considered nominal.

The forgoing increases were partially offset by the following decreases of:

·

$12,049 for other sales and marketing costs, and

·

$92,902 for consulting and commissions, as a result of reduced staffing and restructuring of sales incentive programs.

General and Administrative Costs General and administrative costs increased $1,630,588or62.5%, from $2,609,990 (2012) to $4,240,575 (2013). The increase is due to the following:

Increases of:

·

$437,108 for personnel costs due to increased staffing as a result of our expanding sales and operations groups, including our newly acquired Mexican distributor,

·

$237,169 for bad debt, increased allowances as a result of payment delays from three large customers,

·

$247,600 for professional fees, consisting of a $263,781 increase for accounting and financial services; $8,461 increase for investor relations services; $73,025 decrease in legal services and $48,383 increase for corporate governance and public relations services.  Accounting services increased primarily as a result of increased independent auditor fees for both the US and Mexico of $137,526 and due to use of consultants to compile reporting information and remediate certain control systems of $88,886.  Investor relations services increased to address investor issues associated with or resulting from the up-listing to NASDAQ, resolving the S-1 registration and fund raising of $147,200 which was offset by $128,000 reduction of vested options associated with obtaining a trading symbol which were completed in 2012 and did not repeat in 2013.  Legal services were reduced primarily as a result of a $34,820 reduction in SEC related services due to modifications in the fee structure and a $22,871 reduction in fees as a result of resolving claims during 2013. Corporate governance and public relations costs increased because we established a full time active board in 2013 and enhanced our public relations efforts,

·

$66,328 for insurance, as a result of expanded coverage,

·

$60,864 for licenses and permits, as a result of expanded product offerings and registrations in international markets,

·

$362,851 in depreciation and amortization of increased intangible assets and assets added through our newly acquired Mexican distributor, and

·

$218,665, for various other general and administrative costs primarily associated with the consolidation of DS Mexico.



28





Liquidity and Capital Resources

We had cash and cash equivalents of $763,957 and working capital of $1,761,042 at September 30, 2013. Our operating and capital requirements in connection with supporting our expanding operations and introducing new products have been and will continue to be significant to us. Since inception, our losses from operations along with the increased costs and working capital required to grow our business were satisfied through the initial contribution by our founders in 2007, through private sales of our common stock and by credit financing.

Despite our losses during 2012 and the nine months ended September 30, 2013, we believe that by minimizing certain sales and marketing expenses and administrative expenses, we can minimize the cash needed to support our current operations. Our largest consumption of cash is the working capital to support expanding sales.  In the event we do not receive funding, we will need to suspend our continued expansion.  The sale of additional equity or debt securities, if convertible, will result in dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and may also result in covenants that would restrict our operations. Based on our current plans for the next 12 months, we require approximately $1,500,000 to maintain current operations.

We have commenced implementing, and will continue to implement, various measures to address our financial condition.  We are continuing to seek debt and equity financing; however, there can be no assurances that the Company will be able to raise additional capital on favorable terms, or at all.  We are curtailing our rate of expansion until our cash flow improves and we can recommence these activities with appropriate working capital or funding.  We are also curtailing operations where feasible to conserve cash through deferring certain of our marketing activities until our cash flow improves and we can recommence these activities with appropriate working capital funding.

On April 6, 2012, we closed on a $1.5 million credit facility provided by a financial institution. The credit facility provides for asset based lending collateralized by all of our assets. Advances are based on 80% of qualified accounts receivable and 40% of finished goods inventory. The credit facility provides for interest and bank fees, which currently aggregate to 8% (prime plus 3% plus 1.75% asset monitoring fees and other fees) per annum and expires March 24, 2014, and may be renewed under certain conditions. The credit facility is personally guaranteed by our Chief Executive Officer and, under certain conditions, may be called upon demand or in the event of default. Default events include, but are not limited to, failure to pay any amount due under the agreement, failure to perform any material term or covenant, any bankruptcy, any federal or state tax lien filed against our company, occurrence of any court order that restrains part of our business. The loan agreement also provides for certain covenants which requires us to maintain a life insurance policy on our chief executive officer for the benefit of the financial institution and precludes us from the following, except in the ordinary course of our business: making distributions to shareholders, assigning, exchanging or disposing of collateral, permit or create any liens upon any collateral, pay any dividends, make any loans or advances, including to officers and employees, assume, guaranty, endorse or become directly or contingently liable, issue evidence of any indebtedness, any transactions with affiliates at less than favorable terms compared to market, the sale, transfer or dispose of substantially all of our assets or any operating subsidiary, entering into any transaction which results in a change of control of our company. We have been in compliance with the covenants under the credit facility except that we have not obtained any life insurance policy for our chief executive officer, which has not yet been waived and did not provide the bank with our 2012 tax return within 90 days of year end , which was waived, and during the fourth quarter of 2012, certain invoices submitted for financing were improperly supported, which was also waived. The bank is aware of these matters and has provided us with applicable waivers, except we are negotiating alternatives to the requirement for obtaining life insurance on our chief executive officer.  

The credit facility also provides for a referral fee of 4% per annum for three years. At September 30, 2013, we have drawn down $576,088 under the credit facility. We had $340,912 available to borrow on the advance formulas for qualified accounts receivable and finished goods inventory at September 30, 2013. We are discussing with our credit lender the possible inclusion of international accounts receivable in our borrowing base in order to increase our availability under our line, as our sales to end users outside the U.S. have increased substantially over the past 24 months.

We also satisfied our working capital requirements in 2012 and through the nine months ended September 30, 2013, through advances from related parties and third parties. On December 10, 2012 we received an unsecured loan for $314,000 from one of our consultants who is also a shareholder of our company. This loan is non-interest bearing and matures on December 11, 2013. In the first quarter of 2013, we also received an additional $240,000 from the same consultant/shareholder. This loan was converted to common shares on September 27, 2013. We also received a loan from Daniel Khesin, our chief executive officer for $39,000. This loan is an unsecured, non-



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interest bearing and matures on December 25, 2013.  As of September 30, 2013, $27,300 has been repaid.  On January 20, 2013, we received an unsecured loan for $70,000 from Gamma Investors, also a shareholder. The loan bears interest at 3% per month and matured on May 20, 2013. This loan has been substantially repaid.  At September 11, 2012, the unpaid balance of $10,000 was paid in full along with $4,500 of accrued interest. During the third quarter of 2013, the Company sold 381,192 shares to four private investors at prices ranging from $1.00 to $1.15 per share for a total of $406,300.

Cash Flows for the Nine Months Ended September 30, 2013

Cash Flows from Operating Activities

Operating activities used net cash for the nine months ended September 30, 2013 of approximately $350,575. That amount has two primary components; net loss adjusted by non-cash items and changes in operating assets and liabilities. Our net loss, when adjusted by various items which impact net loss but do not impact cash during the period, such as issuance of warrants or stock for services and for depreciation and amortization, resulted in a net loss adjusted by noncash items of $854,437 which was partially offset by changes in operating assets and liabilities which provided cash of $503,862 as follows:

·

$3,622 provided by a decrease in gross accounts receivable not including the non-cash effect of changes in the allowance for doubtful accounts,

·

$879,024 provided by a reduction in inventory associated with utilization of excess inventory components,

·

$39,913 used by a decrease in accounts payable resulting from reducing outstanding vendor balances,

·

$263,330 used by accrued expenses as a result of payments of certain accrued expenses such as commissions, and

·

$75,541 used by net changes in other current assets and liabilities primarily as a result of cash paid for certain prepaid advertising programs in our Mexican operations..

Cash Flows used in Investing Activities

Our investing activities used $29,897 in net cash during the nine months ended September 30, 2013. Net cash used is primarily composed of the following:

·

$41,018 used to purchase equipment, for production in the US and sales operations in Mexico,

·

$35,139 used to purchase injection molds,

·

$20,039 provided from disposal of fixed assets,

·

$10,801 provided for retired security deposits, and

·

$15,420 provided by adjustments in Mexican customer list and purchase of brand rights.

Cash Flows from Financing Activities

Our financing activities provided $745,108 in net cash as a result of the following:

·

$127,430 provided from advances net of repayments under our asset based credit facility,

·

$214,665 provided net of repayments from our shareholder loans,

·

$17,973 provided for advances to related parties,

·

$10,000 provided from a subscription to purchase common shares by an investor, and

·

$375,040 provided net of issuance costs from four investors in exchange for 381,192 common shares.

Financial Position

Total Assets – Our total assets decreased $1,039,352 or 12.6% from $8,224,676 as of December 31, 2012 to $7,185,324 as of September 30, 2013, which is considered nominal. There was a net decrease in current assets of $762,420 the components of which are discussed further below. The decrease in total assets was also the result of a decrease of $11,623 in other assets which is considered nominal; a decrease of $61,196 in furniture and equipment, net primarily due to depreciation; and a decrease of $186,140 in intangible assets due to amortization.



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Current Assets – The net decrease in current assets of $762,420 was primarily associated with a $891,551 decrease in inventory levels, partially offset by a $323,379 decrease and a $101,041 increase in accounts receivable, net and prepaid expenses and other current assets, respectively. The decrease was also partially offset by an increase in cash of $351,468. These net changes are primarily driven by changes in sales and other factors more specifically discussed as follows:

Inventory – Inventory levels decreased 25.8 %, as a result of efforts to utilize excess inventory and delay purchases of additional raw materials until needed.

Although inventory on hand at September 30, 2013 has decreased appreciably during the current quarter, it represents approximately 41% of COGS or just under a five month supply based on the sell through rate achieved for the nine months ended September 30, 2013, as annualized resulting in an inventory turnover rate of 2.4 times. We intend to improve this turnover rate in the future and our ultimate goal is to achieve at least a 3.0 times inventory turnover rate in 2013, once we have satisfactorily explored alternative production methodologies and established a profitable and sustainable production cost structure. The below target turnover is a result of stocking chemicals and materials in anticipation of planned sales increases in 2013.

Accounts Receivable, net – Accounts receivable, net decreased $323,377 primarily a result of allowance for bad debt.

Prepaid Expenses and other current assets – Prepaid expenses increased 63% primarily as a result of advances for services in Mexico.

Cash – The decrease in cash is explained more fully by the previous discussion of cash flows.

Material Commitments

None.

Off Balance Sheet Arrangements

None.

Recent Accounting Pronouncements

In February 2013, the FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,”. The amendments in this update require an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in the notes thereto, significant amounts reclassified from accumulated other comprehensive income by the respective net income line item. This new guidance is to be applied prospectively for interim and annual periods beginning after December 15, 2012. The adoption of ASU 2013-02 did not have a material impact on the Company’s unaudited condensed consolidated financial statements.


In March 2013, FASB issued ASU 2013-05, “Foreign Currency Matters: Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity,” an amendment which allows an entity to release cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. This is effective for fiscal years and interim reporting periods beginning after December 15, 2013, with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements or related disclosures.

 

In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,”. The amendments in this update require that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except under a few limited circumstances. The amendments in this update do not require new recurring disclosures. This new guidance is to be applied prospectively for interim and annual periods beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements.



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Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors contained in our most recent annual report filed on Form 10-K with the Securities and Exchange Commission before deciding whether to invest in the Company. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations or our financial condition.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to Smaller Reporting Company.

ITEM 4.

CONTROLS AND PROCEDURES

Management’s Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, (3) that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (4) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness; yet important enough to merit attention by those responsible for oversight of the company’s financial reporting. Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that, due to the material weaknesses described below, our internal control over financial reporting was not effective as of September 30, 2013. 

(1)

Control environment — We did not maintain an effective control environment. The control environment, which is the responsibility of senior management, sets the tone of the organization, influences the control consciousness of its people, and is the foundation for all other components of internal control over financial reporting. Each of the following control environment material weaknesses also contributed to the material weaknesses discussed in items (2) through (3) below. Our control environment was ineffective because of the following material weaknesses:

(a) 

We did not maintain a sufficient complement of personnel with an appropriate level of accounting knowledge, experience, and training in the application of U.S. Generally Accepted Accounting Principles (“GAAP”) commensurate with our financial reporting requirements and business environment. Our CEO and CFO, Mr. Daniel Khesin lacks experience in U.S. GAAP and financial accounting.



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(b) 

We did not maintain effective controls over the segregation of duties. Specifically, due to lack of personnel, effective controls were not designed and implemented to ensure the following accounting functions were properly segregated for inventory, purchasing, shipping, bank reconciliations, payroll and accounts payable. In addition, we did not have effective general controls over information technology security and user access.

(c)

We rely extensively on outsourced professionals. Since our inception we have relied on an outside consultant to ensure that our financial statements contain all necessary adjustments to conform to U.S. GAAP. The consultant is a U.S. certified public accountant. Until such time as we have a chief executive officer and chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

(d)

We experienced problems with the post-acquisition integration of DS Mexico accounting processes, personnel, systems and procedures which differed greatly from our U.S. operations. Although our Mexican accounting staff is professional and experienced in accounting requirements and procedures generally accepted in Mexico, management has determined that they require additional training and assistance in U.S. GAAP matters.  During Q3 2013

The control environment material weaknesses described above contributed to the material weaknesses related to our monitoring of internal control over financial reporting, period end financial close and reporting, as described in items (2) to (3) below.

(2)

Monitoring of internal control over financial reporting — we did not maintain effective monitoring controls to determine the adequacy of our internal control over financial reporting and related policies and procedures because of the following material weaknesses:

(a) 

Our policies and procedures with respect to the review, supervision and monitoring of our accounting operations throughout the organization were either not designed, in place or operating effectively.  

(b) 

We did not maintain an effective internal control monitoring function nor did we perform a risk assessment. Specifically, there were insufficient policies and procedures to effectively communicate and determine the adequacy of our internal control over financial reporting and to monitoring the ongoing effectiveness thereof.

(c) 

We did not maintain formal cash flow forecasts, business plans, and organizational structure documents to guide the employees in critical decision-making processes.

(d)

We did not maintain adequate records of our shipping activities during the last week in December 2012 to assure proper invoicing and recording of products shipped during that period. We did subsequently detect the error which amounted to $2 million and adjusted our records accordingly. We notified our auditor and lender of the invoicing error and obtained a waiver for any possible breach in our reporting obligations to our lender.

Each of these material weaknesses relating to the monitoring of our internal control over financial reporting contributed to the material weaknesses described in item (3) below.

(3) 

Period end financial close and reporting — Due to a lack of adequate staffing within the finance department and adequate staffing within operational departments that provide information to the finance department, we did not establish and maintain effective controls over certain of our period-end financial close and reporting processes because we did not maintain effective controls over the recording of either recurring or non-recurring journal entries. Specifically, effective controls were not designed and implemented to ensure that journal entries were properly prepared with sufficient support or documentation or were reviewed and approved to ensure the accuracy and completeness of the journal entries recorded.



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These weaknesses above resulted in: (1) an inability to timely provide financial statements in accordance with Regulation SX for DS Mexico; and (2) our failure to file timely our annual report on Form 10-K for the year ended December 31, 2012.

In an effort remediate these material weaknesses in our internal control over financial reporting, as well as the material weaknesses in our disclosure controls and procedures, we will need to:

1.

Develop and implement an effective control environment. This will involve hiring additional personal with the requisite level of accounting knowledge, experience and training in the application of GAAP which will also permit proper segregation of duties and effective general controls over information technology security and user access. These additional personnel will also assist in developing and implementing proper accounting processes, systems and procedures for DS Mexico.

2.

Develop and implement effective monitoring controls to determine the adequacy of our internal control over financial reporting. We will develop and implement policies and procedures regarding the review, supervisions and monitoring of our accounting operations and perform the necessary risk assessments, together with developing the necessary formal cash flow forecasts, business plans and organizational structure documents.

Since our inception we have relied on an outside accounting consultant to ensure that our financial statements contain all necessary adjustments to conform to U.S. GAAP. The consultant is U.S. certified public accountant. We expect to be materially dependent upon the consultant or another third party which can provide us with the same level of accounting consulting services, for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements. Furthermore, in an effort to remediate certain of the weaknesses above we have also added three independent directors to our board of directors who have formed an audit committee including the appointment of a financial expert. The committee is charged with, and has been, developing financial policies and controls, reviewing and providing oversight to our financial reporting processes, financial statements and public filings. Our ability to remediate the material weaknesses in our internal control over financial reporting will be dependent upon the development and implementation of these changes, which will require both the hiring of additional accounting personnel and the investment in enhanced systems, policies and procedures. While we expect to continue to rely upon our outside accounting consultant until such time as we are able to hire a properly qualified chief financial officer, if we are able to successfully implement these changes to our internal control over financial reporting we believe we will be able to remediate substantially all of the material weaknesses described earlier in this section. However, there are no assurances we will be able to devote the necessary capital to hire the additional personnel and institute the additional systems, policies and procedures to the level necessary. In that event, there are no assurances that the material weaknesses described earlier in this section will not result in errors in our consolidated financial statements in future periods.

Our management, including our chief executive officer and our chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Control over Financial Reporting.

Other than the remediation efforts described above, there have been no changes in our internal control over financial reporting during the quarter ended September 30, 2013, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II – OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS

None.  

ITEM 1A.

RISK FACTORS

Not Applicable to Smaller Reporting Company.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In addition to the equity securities previously disclosed on SEC reports by the Company, during the period covered by this report the Company issued the unregistered shares of common stock as disclosed below.  The shares were issued under the exemption from registration provided by Section 4(a)(2) of the Securities Act.  The certificates representing the shares contain legends restricting their transferability absent registration or exemption.

During the third quarter of 2013, the Company sold an aggregate of 381,192 shares to four private investors at prices ranging from $1.00 to $1.15 per share for a total of $406,300.  Fees were paid to a third party on three of the four transactions resulting in issuance costs of $31,260.  The Company also issued 28,433 shares in aggregate, to several distributors for achieving sales goals valued at $1.50 average per share, which resulted in a sales allowance of $42,649 in aggregate. We also issued 52,700 shares in aggregate to four investor relations (“IR”) firms for services valued at $1.76 average per share or $92,550 in total. We also issued 31,779 shares to two associates for services rendered valued at $1.66 average per share or $52,721 in total.  

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

Exhibit

Number

 

Description

 

 

 

31.1

 

Certification pursuant to Rule 13a-14(a) (Provided herewith)

31.2

 

Certification pursuant to Rule 13a-14(a)/15d-14(a) (provided herewith)

32.1

 

Certification pursuant to Section 1350 (Provided herewith)

32.2

 

Certification pursuant to Section 1350 (Provided herewith)

101

 

XBRL Interactive Data File




35





SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 14, 2013

DS HEALTHCARE GROUP, INC.

 

 

 

By:

/s/ Daniel Khesin

 

 

Daniel Khesin

 

 

President, Chief Executive Officer,

 

 

Chief Financial Officer/

 

 

Principal Accounting Officer








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