ITEM 1A. Risk Factors 19
ITEM 1B. Unresolved Staff Comments 37
ITEM 2. Properties 37
ITEM 3. Legal Proceedings 38
ITEM 4. Mine Safety Disclosures 38
PART II
ITEM 6. [Reserved] 41
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 46
ITEM 8. Financial Statements and Supplementary Data 47
ITEM 9A. Controls and Procedures 48
ITEM 9B. Other Information 49
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 49
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance 50
ITEM 11. Executive Compensation 56
ITEM 14. Principal Accountant Fees and Services 65
PART IV
ITEM 15. Exhibits and Financial Statement Schedules 66
SIGNATURES 68
CERTIFICATIONS
FORWARD-LOOKING
STATEMENTS
This
Annual Report on Form 10-K (“Annual Report” or “Report”) contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical
facts but rather are based on current expectations, estimates and projections. We may use words such as “may,”
“could,” “should,” “anticipate,” “expect,” “project,”
“position,” “intend,” “target,” “plan,” “seek,” “believe,”
“foresee,” “outlook,” “estimate” and variations of these words and similar expressions to
identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks,
uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to
differ materially from those expressed or forecasted. These risks and uncertainties include the following:
● our ability to efficiently manage and repay our debt obligations;
● significant dilution resulting from our financing activities:
● actions and initiatives taken by both current and potential competitors;
● our future operating results;
● our ability to diversify our operations;
● our inability to effectively meet our short- and long-term obligations;
● deterioration in general or global economic, market and political conditions;
● inability to efficiently manage our operations;
● inability to achieve future operating results;
● the unavailability of funds for capital expenditures;
● our ability to recruit and hire key employees;
● the global impact of COVID-19 on the United States economy and our operations;
● our business prospects;
● any contractual arrangements and relationships with third parties;
● the dependence of our future success on the general economy;
● any possible financings; and
● the adequacy of our cash resources and working capital.
Because
the factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking
statements made by us, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time,
and their emergence is impossible for us to predict. In addition, we cannot assess the impact of each factor on our business or the extent
to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements.
This
Annual Report should be read completely and with the understanding that actual future results may be materially different from what we
expect. The forward-looking statements included in this Annual Report are made as of the date of this Annual Report and should be evaluated
with consideration of any changes occurring after the date of this Annual Report. We will not update forward-looking statements even
though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result
of new information, future events or otherwise.
Except
as otherwise indicated by the context, references in this Annual Report to “Company,” “American Rebel Holdings,”
“American Rebel,” “we,” “us” and “our” are references to American Rebel Holdings, Inc.
and its operating subsidiaries, American Rebel Beverages, LLC, American Rebel, Inc., Champion Safe Co., Inc., Superior Safe, LLC, Safe
Guard Security Products, LLC and Champion Safe De Mexico, S.A. de C.V. All references to “USD” or United States Dollar refer
to the legal currency of the United States of America.
AVAILABLE
INFORMATION
We
file annual, quarterly and special reports and other information with the SEC. You can read these SEC filings and reports over the Internet
at the SEC’s website at www.sec.gov. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference
Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please
call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of
our Annual Report to security holders, including audited financial statements, at no charge, upon receipt of a written request to us
at American Rebel Holdings, Inc., 909 18th Avenue South, Suite A, Nashville, Tennessee 37212.
PART
I
ITEM
1. BUSINESS
Recent
Development and Events
Introduction of American Rebel Beer
On August 9, 2023, the Company
entered into a Master Brewing Agreement with Associated Brewing. Under the terms of the Brewing Agreement, Associated Brewing has been
appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being American Rebel Light
Beer. American Rebel Light Beer will launch regionally in early 2024. The Company paid a setup fee and security deposit to Associated
Brewing. In late 2023, we established American Rebel Beverages, LLC as a wholly-owned subsidiary specifically to hold our alcohol licenses
and operate the beer business.
Acquisition
of Champion Entities
On
June 29, 2022, the Company entered into a stock and membership interest purchase agreement with Champion Safe Co., Inc. (“Champion
Safe”), Superior Safe, LLC (“Superior Safe”), Safe Guard Security Products, LLC (“Safe Guard”), Champion
Safe De Mexico, S.A. de C.V. (“Champion Safe Mexico”) and, together with Champion Safe, Superior Safe, Safe Guard, and Champion
Safe Mexico, collectively, (the “Champion Entities”) and Mr. Ray Crosby (“Seller”) (the “Champion Purchase
Agreement”), pursuant to which the Company agreed to acquire all of the issued and outstanding capital stock and membership interests
of the Champion Entities from the Seller. This transaction was completed on July 29, 2022. We included the Champion Entities assets
and liabilities as of that date and the subsequent financial activity through the date of this Annual Report in our consolidated financial
statements which consist of the consolidated balance sheets, consolidated statement of operations, consolidated statement of stockholders’
equity (deficit) and consolidated statement of cash flows (the “Consolidated Financial Statements”). The Champion Entities
have been fully integrated with our existing operations and are under the full control of our management team.
The
closing occurred on July 29, 2022. Under the terms of the Champion Purchase Agreement, the Company paid the Seller
(i) cash consideration in the amount of $9,150,000, along with (ii) cash deposits previously of $350,000, and (iii) reimbursement to
the Seller for $397,420 of agreed upon acquisitions and equipment purchases completed by the Seller and the Champion Entities since June
30, 2021.
In
addition to the direct payments to the Seller during the year ended December 31, 2022, the Company paid certain costs on behalf of and
associated with the acquisition of Champion and its integration totaling $350,000; $200,000 was paid to our investment banker in analyzing
the acquisition and purchase of Champion as well as $150,000 was paid to Champion’s independent PCAOB registered accounting firm
to conduct their two years of audit and subsequent interim review reports to be filed with the SEC in our Annual Report and other forms
with the SEC.
During
the year ended December 31, 2023 the Company received a claim for refund or right of repayment from the Seller of the Champion Entities
with respect to the CARES Act tax credit income the Company received. The Company during the year settled the matter with the Seller
and agreed to pay an additional $325,000 to the Seller as part of its purchase price. This increased the overall purchase price of the
Champion Entities by an additional $325,000.
Corporate
Summary
American
Rebel Holdings, Inc. was incorporated on December 15, 2014, in the State of Nevada and is authorized to issue 600,000,000 shares of $0.001
par value common stock (“Common Stock”) and 10,000,000 shares of $0.001 par value preferred stock (“Preferred Stock”).
The
Company operates primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products.
Additionally, the Company designs and produces branded apparel and accessories.
We
believe that when it comes to their homes, consumers place a premium on their security and privacy. Our products are designed to offer
our customers convenient, efficient and secure home and personal safes from a provider that they can trust. We are committed to offering
products of enduring quality that allow customers to keep their valuable belongings protected and to express their patriotism and style,
which is synonymous with the American Rebel brand.
Our
safes and personal security products are constructed primarily of U.S.-made steel. We believe our products are designed to safely store
firearms, as well as store our customers’ priceless keepsakes, family heirlooms and treasured memories and other valuables, and
we aim to make our products accessible at various price points for home and office use. We believe our products are designed for safety,
quality, reliability, features and performance.
To
enhance the strength of our brand and drive product demand, we work with our manufacturing facilities and various suppliers to emphasize
product quality and mechanical development in order to improve the performance and affordability of our products while providing support
to our distribution channel and consumers. We seek to sell products that offer features and benefits of higher-end safes at mid-line
price ranges.
We
believe that safes are becoming a ‘must-have appliance’ in a significant portion of households. We believe our current safes
provide safety, security, style and peace of mind at competitive prices.
In
addition to branded safes, we offer an assortment of personal security products as well as apparel and accessories for men and women
under the Company’s American Rebel brand. Our backpacks utilize what we believe is a distinctive sandwich-method concealment pocket,
which we refer to as Personal Protection Pocket, to hold firearms in place securely and safely. The concealment pockets on our Freedom
2.0 Concealed Carry Jackets incorporate a silent operation opening and closing with the use of a magnetic closure.
We
believe that we have the potential to continue to create a brand community presence around the core ideals and beliefs of America, in
part through our Chief Executive Officer, Charles A. “Andy” Ross, who has written, recorded and performs a number of songs
about the American spirit of independence. We believe our customers identify with the values expressed by our Chief Executive Officer
through the “American Rebel” brand.
Through
our growing network of dealers, we promote and sell our products in select regional retailers and local specialty safe, sporting goods,
hunting and firearms stores, as well as online, including our website and e-commerce platforms such as Amazon.com.
American
Rebel is boldly positioning itself as “America’s Patriotic Brand” in a time when national spirit and American values
are being rekindled and redefined. American Rebel is an advocate for the 2nd Amendment and conveys a sense of responsibility to teach
and preach good common practices of gun ownership. American Rebel products keep you concealed and safe inside and outside the home. American
Rebel Safes protect your firearms and valuables from children, theft, fire and natural disasters inside the home; and American Rebel
Concealed Carry Products provide quick and easy access to your firearm utilizing American Rebel’s Proprietary Protection Pocket
in its backpacks and apparel outside the home. The initial company product releases embrace the “concealed carry lifestyle”
with a focus on concealed carry products, apparel, personal security and defense. “There’s a growing need to know how to
protect yourself, your family, your neighbors or even a room full of total strangers,” says American Rebel’s Chief Executive
Officer, Andy Ross. “That need is in the forethought of every product we design.”
The
“concealed carry lifestyle” refers to a set of products and a set of ideas around the emotional decision to carry a gun everywhere
you go. The American Rebel brand strategy is similar to the successful Harley-Davidson Motorcycle philosophy, referenced in this quote
from Richard F. Teerlink, Harley’s chairman and former chief executive, “It’s not hardware; it is a lifestyle, an emotional
attachment. That’s what we have to keep marketing to.” As an American icon, Harley has come to symbolize freedom, rugged
individualism, excitement and a sense of “bad boy rebellion.” American Rebel – America’s Patriotic Brand has
significant potential for branded products as a lifestyle brand. Its innovative Concealed Carry Product line and Safe line serve a large
and growing market segment; but it is important to note we have product opportunities beyond Concealed Carry Products and Safes.
American
Rebel Safes
Keeping
your guns in a location only appropriate trusted members of the household can access should be one of the top priorities for every responsible
gun owner. Whenever a new firearm is purchased, the owner should look for a way to store and secure it. Storing the firearm in a
gun safe will prevent it from being misused by young household members, and it will prevent it from being stolen in a burglary or
damaged in a fire or natural disaster. Gun safes may seem pricy at first glance, but once the consumer is educated on their role to protect
expensive firearms and other valuables such as jewelry and important documents, the price is justified.
American
Rebel produces large floor safes in a variety of sizes as well as small portable keyed safes. Additional opportunities exist for the
Company to develop Wall Safes and Handgun Boxes.
Reasons
gun owners should own a gun safe:
A
gun safe is the best investment a gun owner can make because the safe can protect guns from thieves, fire, water, or accidents. Bills
or ballot measures to require safe storage have been discussed in Delaware, Washington, Oregon, Missouri and Virginia; and various laws
are on the books in California and Massachusetts. Even a figure as staunchly pro-gun as Texas’s Republican lieutenant governor,
Dan Patrick, called on gun-owning parents to lock up their weapons after the Santa Fe shooting. The gun safe industry is experiencing
rapid growth and innovation. American Rebel Chief Executive Officer Andy Ross and the rest of the American Rebel team are committed to
fulfilling the opportunity in the gun safe market and filling the identified void with American Rebel Gun Safes.
Below
is a summary of the different safes we offer:
Upcoming
Product Offerings
To
further complement our diverse product offerings, we intend to introduce additional products in 2024 and 2025. Below is a summary of
potential upcoming product offerings:
i.
Biometrics Safes – we intend to introduce a line of handgun boxes with biometrics, Wi-Fi and Bluetooth technologies. These Biometric
Safes have been designed, engineered and are ready for production.
ii.
2A Lockers – we have developed a unique steel lockbox with a 5-point locking mechanism to provide a secure place to lock up ammunition
and other items that may not require the safety and security of a safe, but prevents unauthorized access. We believe there is a strong
market for this product that is priced between $349 - $449 depending on the model.
iii.
Wall Safes – wall safes can be easily hidden and provide “free” storage space since they are able to be tucked into
the space between your wall and studs.
iv.
Economy Safe Line – we are exploring enhancing our safe line through the introduction of entry level safes built in North America
to compete with other safes imported from overseas.
In
addition to introducing additional products to add to our existing lines, we are actively seeking acquisition opportunities to diversify
our product offerings and enhance stockholder value.
Our
Competitive Strengths
We
believe we are progressing toward long-term, sustainable growth, and our business has, and our future success will be driven by, the
following competitive strengths:
●
Powerful Brand Identity – we believe we have developed a distinctive brand that sets us apart from our competitors. This has contributed
significantly to the success of our business. Our brand is predicated on patriotism and quintessential American character: protecting
our loved ones. We strive to equip our safes with technologically advanced features that offer customers advanced security to provide
the peace of mind they need. Maintaining, protecting and enhancing the “American Rebel” brand is critical to expanding our
loyal enthusiasts base, network of dealers and other partners. Through our branded apparel and accessories, we seek to further enhance
our connection with the American Rebel community and share the values of patriotism and safety for which our Company stands for. We strive
to continue to meet their need for our safes and our success will depend largely on our ability to maintain customer trust, become a
gun safe storage leader and continue to provide high-quality safes.
●
Product Design and Development – our current safe model relies on time-tested features, such as Four-Way Active Boltworks, pinning
the door shut on all four sides (compared to Three-Way Bolt works, which is prevalent in many of our competitors’ safes), and benefits
that would not often be available in our price point, including 12-gauge and heavier US-made steel. The sleek exterior of our safes has
garnered attention and earned the moniker from our dealers as the “safe with an attitude.” When we set out to enter the safe
market, we wanted to offer a safe that we would want to buy, one that would get our attention and provide excellent value for the cost.
●
Focus on Product Performance - since the introduction of our first safes, we have maintained a singular focus on creating a full range
of safe, quality, reliable safes that were designed to help our customers keep their family and valuables safe at all times. We incorporate
advanced features into our safes that are designed to improve strength and durability. Key elements of our current model safes’
performance include:
Double
Plate Steel Door - 4 1⁄2” Thick
Reinforced
Door Edge – 7/16” Thick
Double-Steel
Door Casement
Steel
Walls – 11-Gauge
Diameter
Door Bolts – 1 1⁄4” Thick
Four-Way
Active Boltworks – AR-50(14), AR-40(12), AR-30(10), AR-20(10), AR-15(8), AR-12(8)
Diamond-Embedded
Armor Plate
*
Double Plate Steel Door is formed from two U.S.-made steel plates with fire insulation sandwiched inside. Thicker steel is placed on
the outside of the door while the inner steel provides additional door rigidity and attachment for the locking mechanism and bolt works.
The door edge is reinforced with up to four layers of laminated steel. Pursuant to industry-standard strength tests performed, this exclusive
design offers up to 16 times greater door strength and rigidity than the “thin metal bent to look thick” doors.
*
Double-Steel Door Casement is formed from two or more layers of steel and is welded around the perimeter of the door opening. Pursuant
to industry-standard strength tests performed, it more than quadruples the strength of the door opening and provides a more secure and
pry-resistant door mounting. Our manufacturer installs a Double-Steel Door CasementTM on our safes. We believe the reinforced door
casement feature provides important security as the safe door is often a target for break-in attempts.
*
Diamond-Embedded Armor Plate Industrial diamond is bonded to a tungsten steel alloy hard plate. Diamond is harder than either a cobalt
or carbide drill. If drilling is attempted the diamond removes the cutting edge from the drill, thus dulling the drill bit to where it
will not cut.
●
Trusted Brand - we believe that we have developed a trusted brand with both retailers and consumers for delivering reliable, secure safe
solutions.
●
Customer Satisfaction - we believe we have established a reputation for delivering high-quality safes and personal security products
in a timely manner, in accordance with regulatory requirements and our retailers’ delivery requirements and supporting our products
with a consistent merchandising and marketing message. We believe that our high level of service, combined with strong consumer
demand for our products and our focused distribution strategy, produces substantial customer satisfaction and loyalty. We believe
we have cultivated an emotional connection with the brand which symbolizes a lifestyle of freedom, rugged individualism, excitement and
a sense of bad boy rebellion.
●
Proven Management Team - our founder and Chief Executive Officer, Charles A. Ross, Jr., has led the expansion and focus on the select
product line we offer today. We believe that Mr. Ross had an immediate and positive impact on our brand, products, team members, and
customers. Under Mr. Ross’s leadership, we believe that we have built a strong brand and strengthened the management team. We are
refocusing on the profitability of our products, reinforcing the quality of safes to engage customers and drive sales. We believe our
management team possesses an appropriate mix of skills, broad range of professional experience, and leadership designed to drive board
performance and properly oversee the interests of the Company, including our long-term corporate strategy. Our management team reflects
a balanced approach to tenure that will allow the board of directors to benefit from a mix of newer members who bring fresh perspectives and seasoned
directors who bring continuity and a deep understanding of our complex business.
Our
Growth Strategy
Our
goal is to enhance our position as a designer, producer and marketer of premium safes and personal security products. We have established
plans to grow our business by focusing on three key areas: (1) organic growth and expansion in existing markets; (2) targeted strategic
acquisitions that increase our on-premise and online product offerings, distributor and retail footprint and/or have the ability to increase
and improve our manufacturing capabilities and output, and (3) expanding the scope of our operation activities to the dispensaries U.S.
community.
We
have developed what we believe is a multi-pronged growth strategy, as described below, to help us capitalize on a sizable opportunity.
Through methodical sales and marketing efforts, we believe we have implemented several key initiatives we can use to grow our business
more effectively. We believe we made significant progress in 2022 in the largest growing segment of the safe industry, sales to first-time
buyers. We intend to opportunistically pursue the strategies described below to continue our upward trajectory and enhance stockholder
value. Key elements of our strategy to achieve this goal are as follows:
Organic
Growth and Expansion in Existing Markets - Build our Core Business
The
cornerstone of our business has historically been our safe product offerings. We are focused on continuing to develop our home, office
and personal safe product lines. We are investing in adding what we believe are distinctive and advanced technological solutions for
our safes and protective product lines.
We
are working to increase floor space dedicated to our safes and strengthen our online presence in order to expand our reach to new enthusiasts
and build our devoted American Rebel community. We intend to continue to endeavor to create and provide retailers and customers with
what we believe are responsible, safe, reliable and stylish products, and we expect to concentrate on tailoring our supply and distribution
logistics in response to the specific demands of our customers.
Additionally,
our Concealed Carry Product line and Safe line serve a large market segment. We believe that interest in safes increase, as well as in
our complimentary concealed carry backpacks and apparel as a byproduct, when interest of the general population in firearms increase.
To this extent, the FBI’s National Instant Criminal Background Check System (NICS), which we believe serves as a proxy for gun
sales since a background check is generally needed to purchase a firearm, reported a record number of background checks in 2020, 39,695,315.
The prior annual record for background checks was 2019’s 28,369,750. In 2021, there were 38,876,673 background checks conducted,
similar to that of 2020’s annual record which was 40% higher than the previous annual record in 2019. While we do not expect this
increase in background checks to necessarily translate to an equivalent number of additional safes purchased, we do believe it might
be an indicator of the increased demand in the safe market. In addition, certain states (such as Massachusetts, California, New York
and Connecticut) are starting to legislate new storage requirements in respect of firearms, which is expected to have a positive impact
on the sale of safes.
We
continue to strive to strengthen our relationships and our brand awareness with our current distributors, dealers, manufacturers, specialty
retailers and consumers and to attract other distributors, dealers, and retailers. We believe that the success of our efforts depends
on the distinctive features, quality, and performance of our products; continued manufacturing capabilities and meeting demand for our
safes; the effectiveness of our marketing and merchandising programs; and the dedicated customer support.
In
addition, we seek to improve customer satisfaction and loyalty by offering distinctive, high-quality products on a timely and cost-attractive
basis and by offering efficient customer service. We regard the features, quality, and performance of our products as the most important
components of our customer satisfaction and loyalty efforts, but we also rely on customer service and support for growing our business.
Furthermore,
we intend to continue improving our business operations, including research and development, component sourcing, production processes,
marketing programs, and customer support. Thus, we are continuing our efforts to enhance our production by increasing daily production
quantities through equipment acquisitions, expanded shifts and process improvements, increased operational availability of our equipment,
reduced equipment down times, and increased overall efficiency.
We
believe that by enhancing our brand recognition, our market share might grow correspondingly. Industry sources estimate that 70 million
to 80 million people in the United States own an aggregate of more than 400 million firearms, creating a large potential market for our
safes and personal security products. We are focusing on the premium segment of the market through the quality, distinctiveness, and
performance of our products; the effectiveness of our marketing and merchandising efforts; and the attractiveness of our competitive
pricing strategies.
Targeted
Strategic Acquisitions for Long-term Growth
We
are consistently evaluating and considering acquisition opportunities that fit our overall growth strategy as part of our corporate mission
to accelerate long-term value for our stockholders and create integrated value chains.
Champion
Safe Combined Group
On
June 29, 2022, the Company entered into a stock and membership interest purchase agreement with Champion Safe Co., Inc., Superior
Safe, LLC, Safe Guard Security Products, LLC, Champion Safe De Mexico, S.A. de C.V. (the “Champion Entities”,
“Champion Safe Combined Group” or “Champion”) and Mr. Ray Crosby (the “Seller”) (the
“Champion Purchase Agreement”), pursuant to which the Company agreed to acquire all of the issued and outstanding
capital stock and membership interests of the Champion Entities from the Seller. The closing occurred on July 29, 2022 (see Recent Events described above).
“Champion
Safe Combined Group” consists of Champion Safe Co., Inc. (“Champion Safe”) a Utah corporation, Superior Safe, LLC
(“Superior Safe”) a Utah limited liability company, Safe Guard Security Products, LLC (“Safe Guard”) a Utah limited
liability company, Champion Safe De Mexico, S.A. de C.V. (“Champion Safe Mexico”) a corporation duly organized and existing
under the laws of Mexico. Each of these entities is under common control and ownership by American Rebel Holdings, Inc.
Champion
Safe Combined Group develops and sells branded products in the safe storage product using a wholesale distribution network, utilizing
personal appearances, musical venue performances, as well e-commerce and television. Champion Safe Combined Group’s products are
marketed under the Champion, Superior and Safe Guard brands. Champion Safe Combined Group promotes and sells its safe and storage products
through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms retail
outlets, as well as through online avenues, including website and e-commerce platforms. Champion Safe Combined Group sells its products
under the Champion Safe Co., Superior Safe Company and Safe Guard Safe Co. brands.
Based
in Provo, Utah and founded in 1999, Champion Safe is what we believe to be one of the premier designers, manufacturers and marketers
of home and gun safes in North America. Champion Safe Co. has three safe lines, which we believe feature some of the most secure and
highest quality gun safes.
We operate Champion
Safe in the same manner as it was operated pre-acquisition. Champion Safe, Superior Safe and Safe Guard Security Products are valuable
and prominent identifiable brands in the safe industry. We have begun to expand our manufacturing throughput to fill the significant
backlog of orders and aggressively open new dealer accounts. Champion Safe Company and its management will shift its emphasis to growing
revenue and increasing profitability of the combined businesses.
We
believe that the combined company will benefit greatly from access to former Champion founder Mr. Crosby. Mr. Crosby’s vast
experience and expertise in the industry will be instrumental in opening doors and insight into the industry’s growth. Mr.
Crosby is a foundational figure in the safe business with over 40 years of experience in the industry. Mr. Crosby and his brother
Jay Crosby founded Fort Knox Safe in 1982, and Liberty Safe in 1988. Liberty Safe which was recently resold to a middle market private
investment firm for approximately $147.5 million a significant increase in overall enterprise value. In 1999, Mr. Crosby founded Champion Safe, later expanding to include Superior
Safe and Safe Guard Security Products. Champion Safe employs over 60 employees in their Utah factory and over 150 employees in their
Nogales, Mexico facility just south of the U.S. border. The majority of the midline and value priced safes industry-wide are
manufactured in China, but Mr. Crosby had the foresight to build his own facility in Mexico and utilize American-made steel
exclusively. Steep tariffs were imposed on China manufactured safes by the Trump administration and were continued under the first
half of the Biden administration. The prices of components for the made-in-China safes have dramatically increased as well as the
transportation costs to import these Chinese-made safes. Mr. Crosby’s decision to build his own facility in Mexico as opposed
to importing Chinese-made safes has proven to be insightful and beneficial for Champion Safe.
Mr.
Crosby was eager to expand his manufacturing operation and seize upon the growth opportunities in the safe business. Working closing
with the American Rebel team, Mr. Crosby expanded his paint-line capacity and hinge assembly workstations. Mr. Crosby has experience
in many prior economic cycles and has found the safe business to be sound in good and bad economic times. Furthermore, the current emphasis
on safe storage and the capital infusion from American Rebel positions the Champion operation to grow its footprint.
In
addition to the access to capital for Champion to grow its business, American Rebel will benefit from Champion’s 350 dealers, nationwide
distribution network and seniority with buying groups and trade shows. American Rebel will benefit from the increased Champion manufacturing
throughput as capacity restrictions have limited American Rebel’s inventory and potential growth. The collaboration between management teams will focus on increased manufacturing efficiencies and volume expansion.
Expanding
Scope of Operations Activities by Offering Servicing Dispensaries and Brand Licensing
We
continually seek to target new consumer segments for our safes. As we believe that safes are becoming a must-have household appliance,
we strive to establish authenticity by selling our products to additional groups, and to expand our direct-to-consumer presence through
our website and our showroom currently in Lenexa, Kansas.
Further,
we expect the cannabis dispensary industry to be a material growth segment for our business. Several cannabis dispensary operators have
expressed interest in the opportunity to help them with their inventory locking needs. Cannabis dispensaries have various insurance requirements
and local ordinances requiring them to secure their inventory when the dispensary is closed. Dispensary operators have been purchasing
gun safes and independently taking out the inside themselves to allow them to store cannabis inventory. Recognizing what seems to be
a growing need for cannabis dispensary operators, we have designed a safe tailor-made for the cannabis industry. With the legal cannabis
hyper-growth market expected to exceed $43 billion by 2025, and an increasing number of states where the growth and cultivation of cannabis
is legal (California, Colorado, Hawaii, Maine, Maryland, Michigan, Montana, New Mexico, Oregon, Rhode Island, Vermont and Washington),
we believe we are well positioned to address the need of dispensaries. American Rebel has a long list of dispensary operators, growers,
and processors interested in the Company’s inventory control solutions. We believe that dispensary operators, growers, and processors
are another fertile new growth market for our Vault Doors products, as many in the cannabis space have chosen to install entire vault
rooms instead of individual inventory control safes—the American Rebel Vault Door has been the choice for that purpose.
Further,
we believe that American Rebel has significant potential for branded products as a lifestyle brand. As the American Rebel Brand continues
to grow in popularity, we anticipate generating additional revenues from licensing fees earned from third parties who wish to engage
the American Rebel community. While the Company does not currently generate material revenues from licensing fees, our management team
believes the American Rebel brand name may in the future have significant licensing value to third parties that seek the American Rebel
name to brand their products to market to the American Rebel target demographic. For example, a tool manufacturer that wants to pursue
an alternative marketing plan for a different look and feel could license the American Rebel brand name for their line of tools and market
their tools under our distinct brand. This licensee would benefit from the strong American Rebel brand with their second line of American
Rebel branded tools as they would continue to sell both of the lines of tools. Conversely, American Rebel could potentially benefit
as a licensee of products. If American Rebel determines a third party has designed, engineered, and manufactured a product that would
be a strong addition to the American Rebel catalog of products, American Rebel could license that product from the third-party and sell
the licensed product under the American Rebel brand.
Our website addresses are www.americanrebel.com, www.championsafe.com,
www.superiorsafe.com and www.americanrebelbeer.com. Information available on our websites is not incorporated by reference in and is not
deemed a part of this Annual Report, Form 10-K.
Description
of Business
Our
Company
American
Rebel – America’s Patriotic Brand, operates primarily on designing and marketing branded safes and personal security and
self-defense products. Additionally, the Company designs and produces branded accessories and apparel, including with concealment pockets.
We
believe that when it comes to their homes, consumers place a premium on their security and privacy. Our products are designed to offer
our customers convenient, efficient and secure home and personal safes from a provider that they can trust. We are committed to offering
products of enduring quality that allow customers to keep their valuable belongings protected and to express their patriotism and style,
which is synonymous with the American Rebel brand.
Our
safes and personal security products are constructed primarily of U.S.-made steel. We believe our products are designed to safely store
firearms, as well as store our customers’ priceless keepsakes, family heirlooms and treasured memories and other valuables, and
we aim to make our products accessible at various sizes and price points for home use. We believe our products are designed for safety,
quality, reliability, features and performance.
To
enhance the strength of our brand and drive product demand, we work with our manufacturing team and our suppliers to emphasize product
quality and mechanical development in order to improve the performance and affordability of our products while providing support to our
distribution channel and consumers. We seek to sell products that offer features and benefits of higher-end safes at mid-line price ranges.
We
believe that safes are becoming a ‘must-have appliance’ in a significant portion of households. We believe our current safes
provide safety, security, style and peace of mind at competitive prices. We are in the process of developing an additional value-line
model safe. Seventy percent of current industry-wide safe safes are from value-priced safes.
In
addition to branded safes, we offer an assortment of personal security products as well as apparel and accessories for men and women
under the Company’s American Rebel brand. Our backpacks utilize what we believe is a distinctive sandwich-method concealment pocket,
which we refer to as Personal Protection Pocket, to hold firearms in place securely and safely. The concealment pockets on our Freedom
2.0 Concealed Carry Jackets incorporate a silent operation opening and closing with the use of a magnetic closure.
We
believe that we have the potential to continue to create a brand community presence around the core ideals and beliefs of America, in
part through our Chief Executive Officer, Charles A. “Andy” Ross, who has written, recorded and performs a number of songs
about the American spirit of independence. We believe our customers identify with the values expressed by our Chief Executive Officer
through the “American Rebel” brand.
Through
our growing network of dealers, we promote and sell our products in select regional retailers and local specialty safe, sporting goods,
hunting and firearms stores, as well as online, including our website and e-commerce platforms such as Amazon.com.
Our
Products
We
design, manufacture, market and sell branded safes and personal security products, including concealed carry/self-defense products, and
design and market an apparel line and complimentary accessories. We promote and sell our products primarily through retailers using a
dealer network, as well as online, through our website, and on Amazon.com, where customers can place an order for our branded backpacks
and apparel items.
Safes
We
offer a wide range of home, office and personal safe models, in a broad assortment of sizes, features and styles, which are constructed
with U.S.-made steel. Our safes exhibit the strength and rugged independence that America was built upon. American Rebel’s design
makes keeping your firearms more secure in style. Products are marketed under the American Rebel brand. Although demand for our safes
is strong across all segments of our customers, including individuals and families who wish to protect their valuables, to collectors
and the dispensary servicing community, the demand for safe storage responsible solutions has been particularly strong among gun owners,
sportsmen, competitive shooters and hunters alike. We expect to benefit from increasing awareness of and need for safe storage of firearms
in future periods.
Large
safes
Our
large safe collection consists of six safes in a range of sizes. All of our large safes share the same high-quality workmanship, are
constructed out of 11-gauge U.S.-made steel and feature a double plate steel door, double-steel door casements and reinforced door edges.
We believe that our large safes are ideal for storing valuables of significant size, and that they offer greater capacity for storage
and protection. Our safes offer a fully adjustable interior to fit our customers’ needs. Depending on the model, one side of the
interior may have shelves and the other side set up to accommodate long guns. The large safes are designed to be resistant to break-ins,
natural disasters and fire damage, and to prevent unauthorized access and to protect your family and their valuables. A large, highly
visible safe is believed to act as a deterrent to any prospective thief. Safe storage is a top priority of our customer base
who seeks to responsibly secure their firearms. Whenever a new firearm is purchased, gun owners look for our premium solution to responsibly
secure them and protect their loved ones.
Our
large safes selection includes the following:
AR-50
The
AR-50 is our biggest safe. The AR-50 safe is designed to be strong, rugged, constructed of 11-gauge American-made steel and maintains
capacity to comfortably store over 40 firearms comfortably. This premium gun safe with a double plate steel door, double-steel door casement
and reinforced door edge is designed to give our customers added security and peace of mind, with 75 minutes of fire protection at 1200
degrees Fahrenheit as well as a customized shelf solution and optional additional accessories to increase the capacity to hold firearms.
72” tall, 40” wide with a depth of 28.5”.
AR-40
The
AR-40 has the same footprint as the AR-50; however, it is 12” shorter with a capacity of over 30 firearms. This gun safe contains
a double plate steel door, double-steel door casement and reinforced door edge, designed to give our customers secure storage. It provides
75 minutes of fire protection at 1200 degrees Fahrenheit as well as a flexible shelving system to accommodate firearm storage. The dimensions
include 60” tall, 40” wide with a depth of 28.5”.
AR-30
The
AR-30 offers nearly 50,000 cubic inches of storage. Built with the same strength and ruggedness as the AR-50 and AR-40 models, this safe
holds over 20 firearms. This gun safe contains a double plate steel door, double-steel door casement and reinforced door edge. It is
designed to give our customers the ability to store their firearms and valuables securely, with 75 minutes of fire protection at 1200
degrees Fahrenheit as well as offering optional add-on accessories to increase storage capacity. The dimensions include 60” tall,
34” wide with a depth of 24.5”.
AR-20
The
AR-20 shares the quality workmanship as the other sizes with a capacity for over 15 firearms. This gun safe contains a double plate steel
door, double-steel door casement and reinforced door edge is designed to prevent theft and provide protection from fire, flood and accidental
access, with 75 minutes of fire protection at 1200 degrees Fahrenheit as well as a customized shelving solution. The dimensions include
60” tall, 28” wide with a depth of 22.5”.
AR-15
The
AR-15 fits the bill for narrow spaces with room for over 10 firearms. Same quality construction as our other large safes including a
double plate steel door, double-steel door casement and reinforced door edge is designed to give our customers added security and peace
of mind, with 75 minutes of fire protection at 1200 degrees Fahrenheit as well as a customized shelving solution. The dimensions include
60” tall, 22” wide with a depth of 22.5”.
AR-12
The
AR-12 is our shortest safe. It is the perfect size to store AR rifles, handguns and personal valuables. It has a capacity of over 8 AR
rifles. Same quality construction as our other large safes including a double plate steel door, double-steel door casement and reinforced
door edge is designed to give our customers safe storage and peace of mind, with 75 minutes of fire protection at 1200 degrees Fahrenheit
as well as offering optional add-on accessories to increase storage capacity. The dimensions include 40” tall, 26” wide with
a depth of 23”.
Personal
safes
Our
compact safes, which come in two sizes, are a responsible solution to safely secure smaller valuables or handguns. The AR-110 weighs
5 pounds and is 9.5” x 6.5” x 1.75”. The AR-120 weighs 6 pounds and is 10.5” x 7.5” x 2.1875”. These
small, personal safes are easy to operate and carry as they fit into a briefcase, desk or under a vehicle seat. These personal safes
meet (“TSA”) airline firearm guidelines and fit comfortably in luggage where travel regulations require it.
Vault
doors
Our
U.S.-made Vault Doors combine style with theft and fire protection for a look that fits any decor. Designed to offer superior protection,
vault rooms provide an ideal solution for the protection of the family and any valuables. Newly-built, higher-end homes often add vault
rooms and we believe our vault doors, which we designed to facilitate secure access to such vault rooms, provide ideal solutions for
the protection of valuables and shelter from either storms or intruders. Whether it is a safe room, a shelter, or a place to consolidate
valuables, our American Rebel In-Swinging and Out-Swinging Vault Doors provide maximum functionality to a secure vault room. American
Rebel vault doors are constructed of two thick, A36 carbon steel panels with sandwiched fire insulation, a design that provides greater
rigidity, security and fire protection. The active bolt works and three external hinges are some of the features of the vault door. For
safety and to use the door for a panic or safe room door, a quick release lever is installed inside the door.
Dispensaries
Our
inventory control safe, the HG-INV Inventory Safe, provides cannabis dispensaries a reliable and safe solution. With wide-spread legalization,
medical marijuana or recreational cannabis dispensaries face increasing government regulation and insurance requirements to lock their
inventory after hours. Our HG-INV Inventory Safe delivers a higher-level user experience with customized shelving and our inventory notation
system. The HG-INV has been introduced to the dispensary industry through trade show appearances and many of our dealers are actively
cultivating dispensary business. Expanding our marketing of the HG-INV can open new markets to American Rebel.
Personal
Security
Concealed
Carry Backpacks – consist of an assortment of sizes, features and styles. Our XL, Large, and Medium concealed carry backpacks feature
our proprietary “Personal Protection Pocket” which utilizes a sandwich method to keep handguns secure and in the desired
and easily accessible position. The sandwich method is comprised of two foam pads that surround or sandwich the firearm in place. The
user can access the isolated Protection Pocket from either side of the backpack. We believe these distinctive concealed carry products
are designed for everyday use while keeping your firearm concealed, safe and easily accessible.
The
Extra-Large Freedom and Cartwright CCW Backpack
Our
largest concealed carry backpack offers ample storage, including a dedicated top loading laptop pouch and additional tablet sleeve. Both
compartments are padded to protect your devices. Two large open compartments make this backpack practical for carrying documents and
folders or whatever you need to tote from one place to another. Our proprietary “Protection Pocket” allows quick and easy
access to your handgun from either side. Multiple interior compartments are strategically placed to secure extra magazines and accessories.
Available in the Freedom and Cartwright style as well as a variety of trim color options.
Large
Freedom and Cartwright CCW Backpack
Our
most popular concealed carry backpack. This backpack offers ample storage, including a dedicated top loading laptop pouch and an additional
tablet sleeve. Both compartments are padded to protect your devices. The size of the main compartment opening makes this backpack practical
for carrying documents, folders or whatever you need to tote from one place to another. Includes our proprietary “Protection Pocket”
and is available in the Freedom and Cartwright style as well as a variety of trim color options.
Medium
Freedom CCW Backpack
This
medium-sized backpack is designed for those who look to be more streamlined. This backpack offers ample storage, including a dedicated
top loading laptop/tablet compartment and two liquid container pouches. The laptop/tablet compartment is padded to protect your devices.
The main compartment is practical for carrying documents and folders or whatever you need for everyday use. Includes our proprietary
“Protection Pocket”. Available in a variety of trim color options.
Small
Plus CCW Backpack