PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements within the meaning of the
federal securities laws. All statements other than statements of historical fact
made in this report are forward looking. In particular, the statements herein
regarding industry prospects and future results of operations or financial
position are forward-looking statements. These include statements about our
expectations, beliefs, intentions or strategies for the future, which we
indicate by words or phrases such as "anticipate," "expect," "intend," "plan,"
"will," "we believe," "Company believes," "management believes" and similar
language. These forward-looking statements can be identified by the use of words
such as "believes," "estimates," "could," "possibly," "probably," "anticipates,"
"projects," "expects," "may," "will," or "should," or other variations or
similar words. No assurances can be given that the future results anticipated by
the forward-looking statements will be achieved. Forward-looking statements
reflect management's current expectations and are inherently uncertain. The
forward-looking statements are based on the current expectations of Boomer
Holdings. Inc. and are inherently subject to certain risks, uncertainties and
assumptions, including those set forth in the discussion under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
this report. Actual results may differ materially from results anticipated in
these forward-looking statements.
Investors are also advised to refer to the information in our previous filings
with the Securities and Exchange Commission (SEC), especially on Forms 10-K,
10-Q and 8-K, in which we discuss in more detail various important factors that
could cause actual results to differ from expected or historic results. It is
not possible to foresee or identify all such factors. As such, investors should
not consider any list of such factors to be an exhaustive statement of all risks
and uncertainties or potentially inaccurate assumptions.
Impact of COVID-19
The Company's operations and business have experienced disruption due to the
unprecedented conditions surrounding the COVID-19 pandemic spreading throughout
the United States and the world. As a result, several state and local mandates
were implemented that encouraged the practice of social distancing, placed
restrictions from individuals gathering in groups and, in many areas, placed
complete restrictions on non-essential movement outside of the home. Shortly
after the national emergency declaration, state and local officials began
placing restrictions on businesses. Many of the stores which sell our wellness
products were closed as a result of the pandemic since they were not seen as
essential. The COVID-19 pandemic has, and continues to have, a material impact
on the Company's business operations, financial position, liquidity, capital
resources and results of operations.
Boomer Holdings Inc. was incorporated as Remaro Group Corp. under the laws of
the State of Nevada on March 31, 2016. On January 7, 2020, the Company, then
named Remaro Group Corp., executed and consummated an Agreement of Merger and
Plan of Share Exchange (the "Exchange Agreement"), with Boomer Natural Wellness,
Inc. ("BNW"), Boomer Naturals Holdings, Inc., a Nevada corporation ("Boomer"),
Boomer Naturals, and the shareholders of Boomer (the "Exchange"). Upon
consummation of the transactions set forth in the Exchange Agreement (the
"Closing"), the Company adopted the business plan of Boomer Naturals. Pursuant
to the terms of the Exchange Agreement, the Company agreed to acquire all of the
outstanding shares of Boomer in exchange for the issuance of an aggregate
120,980,739 shares (the "Exchange Shares") of the Company's Common Stock and BNW
agreed to retire 24,000,000 shares of the Company's Common Stock. Also on
January 7, 2020, the Company approved an amendment to its Articles of
Incorporation (the "Amendment") to: change the name of the Company to Boomer
Holdings Inc.; effect a forward stock split on the basis of three-toone (3:1);
and to increase the number of authorized shares of capital stock to 210,000,000
of which 200,000,000 shares shall be Common Stock and 10,000,000 shares will be
blank-check preferred stock, par value $0.001 per share.
Description of Our Business
Our mission is to develop and sell products of superior quality which improve
the overall wellness of our customers. We are currently engaged in two principal
product lines: (i) Boomer Botanics, our line of wellness products that contains
our proprietary formula combining five natural and powerful ingredients that
target the body's central nervous system which is the first FDA-compliant
product of its kind; and (ii) our line of face masks and other personal
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
We are engaged in the research, development, acquisition, licensing and sales of
specialized natural products which have FDA compliant ingredients and are
impactful on the central nervous system. These products powered by natural
terpenes, include, edible and topical offerings. We are engaged in marketing and
branding within the central nervous wellness space, including our proprietary
formula which is currently patent pending. Boomer Naturals currently operates a
retail store in Las Vegas Nevada and Boomer Natural products are also available
in Golf Pro Shops, Specialty Stores, Chiropractic Offices and Nail Salons across
the country. Boomer Naturals has a robust online presence and enjoys material
sales through its website at BoomerNaturals.com.
We believe our Boomer Botanics formula is an FDA-compliant formulation that
fully supports the body's central nervous system ("CNS"). Boomer Botanics
combines five natural and powerful ingredients that target the CNS. The term
FDA-compliant means that a company is selling a regulated food additive that is,
or that its chemicals are, in compliance with the food additive provisions of
the Federal Food, Drug, and Cosmetic Act. All of the ingredients in our Boomer
Botanics formula are on the FDA Generally Recognized as Safe ("GRAS") List which
means they are deemed safe to use as an additive to food, beverages, and
supplements without prior FDA review and approval.
Since all of our ingredients are on the FDA's GRAS (Generally Recognized as Safe
List), Boomer Naturals is able to advertise on Google, Facebook, Yahoo, Bing,
YouTube, Instagram, and all national television networks where other, competing
companies are not allowed to advertise. This allows Boomer Naturals to advertise
creating brand recognition that our competitors cannot. With many millions of
people searching on the Internet monthly for CNS products for pain, anxiety,
inflammation, and sleep, being able to advertise is a huge advantage.
Boomer Naturals has obtained certificates of free sale to export our Boomer
Botanics products to over 20 countries outside of the United States allowing
Boomer Naturals to service the needs of the alternative wellness market
globally. As of the date of this filing, Boomer Naturals has yet to sell its
products in any country other than the United States.
The Boomer Botanic products were developed by neurosurgeon, Dr. Markus Chwajol
https://boomernaturals.com/wellness-advisory-board/markus-chwajol/. The Boomer
Botanics products contain a powerful combination of terpenes that interact with
three known receptors in the CNS and possibly a fourth, while the standard
products in the industry interact only with one. Terpenes are aromatic compounds
found in many plants that create their characteristic aroma. Terpenes may also
offer some health benefits to the human body. Terpenes are found in basil,
thyme, black pepper, hops, rosemary, lemongrass, jasmine, pine trees, cacao, and
other plants and flowers. The product contains all-natural ingredients which are
all listed on the Generally Recognized as Safe list of the Food and Drug
Administration and was developed by a practicing brain surgeon who is an expert
in natural ingredients and CNS receptors.
Boomer focuses on wellness solutions for the 50 and older age demographic
through the development of products using the proprietary Boomer Botanics
formula. The formula includes a variety of terpenes that are compliant with FDA
guidelines as all ingredients are listed on the Generally Recognized as Safe
list. The solutions include products that may alleviate pain, reduce anxiety,
increase sleep quality, as well as offer cosmetic benefits. In addition, Boomer
offers a full line of products to benefit the health of pets, including those
suffering from seizures.
Boomer sells health and wellness products and services geared toward alleviating
pain, anxiety and improving general wellness through our proprietary lines of
Boomer Botanics products. The Boomer Botanics formula is an FDA-compliant
alternative that fully supports the body's central nervous system (CNS). This
revolutionary breakthrough combines five natural and powerful ingredients that
target the CNS. Our product formulas are developed by our team of medical and
scientific advisory board and are currently manufactured by FDA registered and
GMP certified third-party contract manufacturers located in Florida.
These statements have not been evaluated by the Food and Drug Administration.
The FDA has not reviewed or cleared any of our products nor has the FDA endorsed
or verified any of our claims regarding our products. Our products are not
intended to diagnose, treat, cure, or prevent any disease and none of our
products have been approved by the FDA for any purpose.
The Company's initial wellness partners include Tommy Bahama and PGA of America
(PGA Magazine). Boomer Naturals will attempt to leverage the brand recognition
and customer loyalty of these top brands to elevate our brand to a leader in
On January 10, 2020, Boomer Naturals executed a Trademark License Agreement (the
"License Agreement") with Tommy Bahama Group, Inc. ("Tommy Bahama") a wholly
owned subsidiary of Oxford Industries, Inc. Pursuant to the terms of the License
Agreement, Tommy Bahama agreed to license the Tommy Bahama trademark and other
intellectual property from Tommy Bahama in connection with the manufacture,
sale, distribution, advertisement and promotion of the Company's products as
more fully set forth in the License Agreement. The License Agreement requires
the Company to pay minimum royalties for each license year and meet minimum net
sales requirements of products under the licensed marks each year. The License
Agreement may be terminated by Tommy Bahama before the end of the term for
Pursuant to the License Agreement, Boomer Naturals is Tommy Bahama's exclusive
wellness licensed partner. Tommy Bahama recently placed its first order for
approximately $400,000 of products from our Boomer Botanics line for people and
pets. Boomer Botanics is the premier product for Tommy Bahama's Friend and
Family event scheduled for March 2020 with Boomer Botanics product placement at
cash register countertops in both men's and women's departments. Tommy Bahama is
expected to give our roll-on as a free gift with purchases during March and has
ordered 19,000 roll-ons to give away at their largest retail event of the year.
Also beginning in March, Tommy Bahama is expected to send emails to their
database with offers from Boomer Naturals and posting offers on their social
media platforms reaching approximately 500,000 followers.
Our Sales and Distribution Strategy
With our Boomer Botanics formula we believe are in a unique position to brand
our line. Our FDA compliant product will give us access to advertising on
national television and social media platforms like Facebook and Google.
However, as a result of COVID-19 Pandemic, there can be no assurance that we
will be able to increase any retail sales of our products. Most of the stores
that sell our Boomer Botanics products are non-essential retail stores so the
ability to generate sales will be subject to these stores re-opening
sufficiently in the near future and consequently remaining open, of which we can
offer no predictions or assurances.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
Through its websites and internet advertising, Boomer will be able to brand its
products while informing consumers of the attributes of Boomer Botanics. This
direct to consumer interaction could pave the way for significant online sales
through the Boomer Naturals website.
National Retail Chains.
As a result of the Pandemic, most non-essential retail stores were required to
be closed in March 2020 and my face new closures again. Further many National
Retail Chains are reluctant to introduce non-FDA compliant products on a
national scale and thus far have only offered topical products in regional test
markets. The FDA compliant ingredients in Boomer Botanics will allow these
chains to offer Boomer Natural products in both topical and ingestible forms
As a result of the Pandemic, most golf courses and non-essential retail stores
that sold golf-related products closed in March 2020. As stores reopen and items
are phased in, we plan to continue to grow our distribution network in the golf
space in part through our relationship with PGA Magazine and the PGA
Merchandising Show. With access to vendors through these mediums and the ability
to advertise we will be able to best utilize of our wide-ranging wholesale sales
network. We are in a unique position to capture a significant share of the
expansive golf market.
Boomer has begun discussions with distributors in over 7 countries to carry the
Boomer Botanics product line. These distributors see a unique opportunity to
fulfill consumer demand since Boomer Botanics is a CNS wellness product which is
available to market and sell. In addition, we intend to seek new branding and
licensing opportunities for our intellectual property and we will seek strategic
corporate and product acquisitions.
According to the Global Wellness Institute, health and wellness is a
multi-billion dollar industry and the trend is for consumers moving away from
pharmaceuticals toward more natural solutions for everyday challenges. To meet
this demand, Boomer Naturals created an all-natural doctor-formulated
alternative of a proprietary blend of botanical terpenes designed to restore
balance to the CNS. The CNS supports and regulates several key systems and can
help with issues relating to reducing pain and inflammation, balancing
sleep/wake cycles, supporting the immune system, balancing mood, supporting a
healthy metabolism, supporting reproductive health, and more.
According to a Global Use of Medicines report from the IQVIA Institute for Human
Data Science, the global pharmaceutical industry was valued at $1.2 trillion in
One study from Statista, a subscription based aggregator of statistics, provided
that the US market value of vitamins, minerals and supplements was over $48.5
billion dollars in 2017.
Another report from Grand View Research, a market research and consulting
company that was not hired by the Company, predicts that the global pet care
market size has an estimated current market value of $131.7 billion dollars and
is expected to grow to $202.6 billion US by 2025.
Boomer Medical Products
Upon most U.S. States issuing some level of Stay-At-Home orders arising from the
COVID-19 pandemic, the short-term business strategy of Boomer Naturals shifted.
Boomer Naturals received its first round of Tommy Bahama orders during March
2020 and expected that Tommy Bahama would be reordering on a monthly basis to
replenish stock at all of its brick and mortar retail locations. In addition, we
believe Tommy Bahama intended to launch an aggressive e-commerce campaign
commencing with email advertisements to its significant database of customers.
Once the Stay-At-Home orders took effect, Tommy Bahama was required to close its
retail stores for several months and further elected to delay any major
e-commerce marketing initiatives due to their belief that consumers were
primarily spending money on food and other necessities as opposed to engaging in
significant discretionary spending during the Pandemic. It would have been
reasonably expected that said actions by Tommy Bahama would have caused a
significant delay in revenues to the Company. However, management saw an
opportunity to remain consistent with its health and wellness brand strategy by
expanding its offerings to face coverings and other products within the Personal
Protective Equipment category.
Commencing in April 2020, Boomer Naturals began to offer for online retail sale
at its website a variety of face coverings and sanitizers. During this period,
Boomer Naturals began running advertisements on television, radio and various
digital platforms featuring face coverings. Due to increased demand for these
items, e-commerce sales grew to over 3,000 orders per day during the quarter
ended July 31, 2020. This increased revenue stream was able to replace the
anticipated revenue arising from the Tommy Bahama relationship. In addition,
while the e-commerce PPE vertical continued to grow, Boomer Naturals began to
receive some interest in wholesale purchases of face coverings and other
protective equipment. Boomer Naturals is in the early-stages of growing a
wholesale PPE division. While no assurance can be given regarding the
performance of the Boomer Medical products division, the Company anticipates
that this division will continue to generate revenues for the next three to six
months to accompany the expected reemergence of the Boomer Botanics division
upon Tommy Bahama retail stores reopening and increase overall brand awareness
from the retail focused advertising campaign.
Recently, due to the COVID-19 pandemic, in-stores sales of the Company's Boomer
Botanics products have been completely reduced to zero and the Company's planned
openings of retail stores in New York and Chicago have been delayed indefinitely
as well as potential tests in retail stores. The Company has shifted its focus
to its Boomer Medical Supplies segment. Boomer Medical Supplies is focusing on
the perceived opportunity created from the recent shift away from the reliance
on Chinese-produced medical supplies. The Company has entered into an Exclusive
Distributor Agreement with an unaffiliated third-party company located in Viet
Nam (the "Supplier"). Pursuant to the agreement, the Company is the exclusive
distributor of the supplier's products in the United States The Company has
established exclusive arrangements with non-Chinese medical supplies
manufacturers mainly focusing on face coverings gloves, and gowns. provided the
Company orders at least $3 million of inventory per year. The Supplier in turn
has exclusive manufacturing agreements with certain manufacturers provide that
the manufacturers will not sell these items to any other U.S. based customer
provided that the Supplier orders an annual minimum of 1,500,000 masks from one
manufacture and 750,000 masks from a second manufacturer, respectively. If the
minimum amounts are not met, the agreements become non-exclusive for the U.S.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
The Company is currently successfully selling a variety of face coverings and
hand sanitizers to consumers online and through distribution to doctors,
therapists, and wholesale brokers. As of the date of this annual report, the
Company has been receiving more than 1,000 online orders per day for facemasks
and hand sanitizers as well as a number of larger, wholesale orders.
Boomer Naturals recently became an approved vendor for face coverings for a
national retail chain with over 8,000 retail stores and has begun receiving and
filling orders for this retailer in stores and online. The retailer and Boomer
have executed a non-exclusive purchase order agreement for face coverings and
the retailer has no obligation to purchase either a minimum unit or dollar
amount of face coverings from the Issuer. To date, Boomer Naturals has received
$6 million in orders from this retailer. Additionally, Boomer Naturals recently
executed a purchaser order agreement with this retailer and its affiliate for
approximately 5.4 million branded face coverings.
PPE Product Offerings
Our PPE product offerings include Respiratory Masks such as the | N95, KN95,
FFP2 & FFP3, P95 & R95 masks which are tight-fitting face masks that can filter
out small particles, viruses, and bacteria, Surgical Masks including| 3-ply,
4-ply disposable, loose-fitting face masks that cover the nose, mouth, and chin;
and cloth face masks that may offer protection from dust and prevent the spread
of COVID-19. the CDC recommends using masks in public settings for social
distancing and proper hygiene.
Results of Operations
Three Months Ended October 31, 2020 (Unaudited) Compared to Three Months Ended
October 31, 2019 (Unaudited):
Three Months Ended October 31,
2020 2019 Changes
% of % of
Amount Revenue Amount Revenue Amount %
Net revenue $ 28,844,708 100.0 % $ 174,144 100.0 % $ 28,670,564 16463.7 %
Cost of Goods Sold 9,249,482 32.1 % 85,471 49.1 % 9,164,011 10721.8 %
Gross profit 19,595,226 67.9 % 88,673
50.9 % 19,506,553 21998.3 %
marketing 6,638,805 23.0 % 259,085 148.8 % 6,379,720 2462.4 %
administrative 2,285,851 7.9 % 556,090 319.3 % 1,729,761 311.1 %
Payroll and payroll
taxes 1,497,751 5.2 % 215,079 123.5 % 1,282,672 596.4 %
Professional fees 1,012,471 3.5 % 292,064 167.7 % 720,407 246.7 %
development - 0.0 % 12,455 7.2 % (12,455 ) -100.0 %
amortization 8,500 0.0 % 4,508 2.6 % 3,992 88.6 %
Rent 167,671 0.6 % 121,259 69.6 % 46,412 38.3 %
expenses 11,611,049 40.3 % 1,460,540
838.7 % 10,150,509 695.0 %
Income (loss) from
operations 7,984,177 27.7 % (1,371,867 )
-787.8 % 9,356,044 682.0 %
Interest expense (301,639 ) -1.0 % (14,485 ) -8.3 % (287,154 ) 1982.4 %
Interest expense -
related party (174,094 ) -0.6 % - 0.0 % (174,094 ) N/A
Other expense (11,510 ) 0.0 % - 0.0 % (11,510 ) N/A
Other income 186 0.0 % 300 0.2 % (114 ) -38.0 %
Total other income
(expense) (487,057 ) -1.7 % (14,185 )
-8.1 % (472,872 ) 3333.6 %
Income (Loss) before
provision for income
taxes 7,497,120 26.0 % (1,386,052 ) -795.9 % 8,883,172 640.9 %
Provision for income
taxes - 0.0 % - 0.0 % - N/A
Net income (loss) $ 7,497,120 26.0 % $ (1,386,052 )
-795.9 % $ 8,883,172 640.9 %
Net sales increased by $28.6 million, or 16,437.9%, to $28.8 million in the
first quarter of fiscal 2021 from $0.2 million in the first quarter last year.
The change in net sales reflected the following:
? Increase in revenue from PPE products, sales, retail, and wholesale income from
customers that purchased our Boomer Botanics wellness products, compared to $0
from these revenue sources for the same period last year. We expect the revenue
we receive from PPE and Boomer Botanics wellness products to continue to grow
as sales increase.
Cost of Goods Sold
Cost of goods sold increased by $9.2 million, or 10,733.5%, to $9.3 million in
the first quarter of fiscal 2021 from $0.1 million in the first quarter last
year. The change in cost of goods sold reflected the following:
? Our Cost of Goods Sold ("COGS") for sales of PPE and Boomer Botanics wellness
products consists of the cost of acquiring and manufacturing the product to the
customer. For the three months ended October 31, 2020, our cost of goods sold
associated with PPE products and Boomer Botanics products wellness made up
almost all of the cost of goods sold compared to none in the same quarter last
year. Most orders are delivered directly to the customer, without any handling,
storage or processing by us.
Operating expenses increased by $10.2 million, or 695.0%, to $11.6 million in
the first quarter of fiscal 2021 from $1.5 million in the first quarter last
year. The change in operating expenses reflected the following:
? Increase in advertising and marketing primarily related to PPE and Boomer
Botanics wellness products.
? Increase in headcount which increased payroll expenses.
? Increase in outside services such as consultants and professional services to
manage increase in revenue and operations.
Other income or expense primarily consisted of interest expenses related to
lines of credit, notes payable, and convertible debt.
Liquidity and Capital Resources
Our principal liquidity requirements are for working capital and capital
expenditures. We fund our liquidity requirements primarily through cash on hand,
cash flows from operations and borrowings from through debt. We ended October
31, 2020 with $279,990 of cash compared with $4,171,371 as of July 31, 2020.
The following table summarizes our cash flows from operating, investing, and
Three Months Ended October 31,
Net cash provided by (used in) operating activities $ (2,847,586 ) $ (1,094,852 )
Net cash provided by (used in) investing activities 2,905 (98,504 )
Net cash provided by (used in) financing activities
(1,046,700 ) 1,192,525
Net increase (decrease) in cash $ (3,891,381 ) (831 )
Operating Activities - For the three months ended October 31, 2020 and 2019, net
cash used in operating activities was $2,847,586 and $1,094,852, respectively,
primarily due to timing of income and deferred revenue and increase in accounts
receivables and inventories for the three months ended October 31, 2020 and loss
of $1,386,052 for the three months ended October 31, 2019.
Investing Activities - Changes in cash in investing activities primarily
consisted of purchases of property and equipment and payments received from
Financing Activities - Net cash provided by or used in financing activities
primarily consisted of net borrowings and payments from notes payable and lines
of credit for the three months ended October 31, 2020 and 2019
CRITICAL ACCOUNTING POLICIES
Our critical accounting estimates are included in our significant accounting
policies as described in Note 2 of the consolidated financial statements of this
Form 10-Q. Those consolidated financial statements were prepared in accordance
with GAAP. Critical accounting estimates are those that we believe are most
important to the portrayal of our financial condition and results of operations.
The preparation of our consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenue and expense. Our estimates are evaluated on an ongoing basis and drawn
from historical experience, current trends and other factors that management
believes to be relevant at the time our consolidated financial statements are
prepared. Actual results may differ from our estimates. Management believes
that the following accounting estimates reflect the more significant judgments
and estimates we use in preparing our consolidated financial statements.
The Company recognizes revenue when persuasive evidence of an arrangement
exists, the price is fixed or determinable, and collectability is reasonably
assured, and delivery has occurred or services have been rendered. The Company
offers the Boomer Botanics proprietary formula through various channels
including e-commerce, and brick and mortar retail
The Company includes shipping and handling costs in cost of sales. Amounts
billed for shipping and handling are included with revenues in the statement of
The Company recognizes an allowance for estimated future sales returns in the
period revenue is recorded, based on pending returns and historical return data,
among other factors. Management did not believe any allowance for sales returns
was required as of October 31, 2020.
Accounts receivable are carried at original invoice amount less the allowance
for doubtful accounts based on a review of all outstanding amounts at year end.
Management determines the allowance for doubtful accounts based on a combination
of write-off history, aging analysis, and any specific known troubled accounts.
Trade receivables are written off when deemed uncollectible.
Inventories primarily consist of finished goods and are stated at the lower of
cost (first-in-first-out) or market. The Company maintains an allowance for
potentially excess and obsolete inventories and inventories that are carried at
costs that are higher than their estimated net realizable values.
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