UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from ________ to ________
Commission
file number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) |
(Registrant’s telephone number, including area code)
307 Canalot Studios 222 Kensal Road London, United Kingdom W10 5BN |
| (former address of principal executive offices) |
+44 (0)204 558 8849
(former registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes
As of November 11, 2024 there were shares of common stock, $ par value per share, outstanding.
PERFECT MOMENT LTD.
TABLE OF CONTENTS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “toward,” “will,” or “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:
| ● | our expectations regarding our revenue, expenses, profitability and other operating results; | |
| ● | the growth rates of the markets in which we compete; | |
| ● | the costs and effectiveness of our marketing efforts, as well as our ability to promote our brand; | |
| ● | our ability to provide quality products that are acceptable to our customers; | |
| ● | our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel; | |
| ● | our ability to effectively manage our growth, including offering new product categories and any international expansion; | |
| ● | our ability to maintain the security and availability of our software; | |
| ● | our ability to protect our intellectual property rights and avoid disputes in connection with the use of intellectual property rights of others; | |
| ● | our ability to protect our users’ information and comply with growing and evolving data privacy laws and regulations; | |
| ● | future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements; | |
| ● | our ability to compete effectively with existing competitors and new market entrants; and | |
| ● | our success at managing the risks involved in the foregoing. |
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.
| ii |
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and our other filings with the SEC. Moreover, we operate in a very competitive environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information, actual results, revised expectations or the occurrence of unanticipated events, except as required by law.
In this Quarterly Report on Form 10-Q, references to “Perfect Moment,” “we,” “us,” “our,” and the “Company” refer to Perfect Moment Ltd. and its subsidiaries, unless the context indicates otherwise.
| iii |
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
PERFECT MOMENT LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share data)
| September 30, 2024 | March 31, 2024 | |||||||
| unaudited | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right of use asset | ||||||||
| Other non-current assets | ||||||||
| Total non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Trade payables | $ | $ | ||||||
| Accrued expenses | ||||||||
| Trade finance facility | ||||||||
| Short-term borrowings, net of discount of $ | ||||||||
| Operating lease obligations, current portion | ||||||||
| Unearned revenue | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Operating lease obligations, long-term portion | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| Shareholders’ equity: | ||||||||
Preferred stock, $ par value, shares authorized, issued and outstanding as of September 30, 2024 and March 31, 2024, respectively | ||||||||
| Common stock; $ par value; shares authorized; and shares issued and outstanding as of September 30, 2024 and March 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 2 |
PERFECT MOMENT LTD AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Amounts in thousands, except share and per share data)
(Unaudited)
Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Six Months Ended September 30, 2024 | Six Months Ended September 30, 2023 | |||||||||||||
| Revenues: | ||||||||||||||||
| Wholesale | $ | $ | $ | $ | ||||||||||||
| Collaborations | ||||||||||||||||
| Ecommerce | ||||||||||||||||
| Total Revenue | ||||||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Marketing and advertising expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign currency transaction gains/(losses) | ( | ) | ( | ) | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive gains/(losses) | ||||||||||||||||
| Foreign currency translation gains/(losses) | ||||||||||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share to common stockholders – basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of common shares outstanding – basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 3 |
PERFECT MOMENT LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)
THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Amounts in thousands, except share data)
(Unaudited)
| Preference Shares | Accumulated | Total | ||||||||||||||||||||||||||||||||||||||
| Series A Convertible | Series B Convertible | Common Shares | Additional Paid-in | Other Comprehensive | Accumulated | Shareholders’ Equity / | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Income (Loss) | Deficit | (Deficit) | |||||||||||||||||||||||||||||||
| Balance -June 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
| Stock compensation expense for employee vested options | - | - | - | |||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net | - | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | |||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance - September 30, 2023 | $ | | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Balance - June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Fair value of shares issued for services | - | - | ||||||||||||||||||||||||||||||||||||||
| Fair value of vested RSU’s | - | - | ||||||||||||||||||||||||||||||||||||||
| Stock compensation expense for employee vested options | - | - | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | |||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance - September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 4 |
| Preference Shares | Accumulated | |||||||||||||||||||||||||||||||||||||||
| Series A Convertible | Series B Convertible | Common Shares | Additional Paid-in | Other Comprehensive | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Income (Loss) | Deficit | (Deficit) | |||||||||||||||||||||||||||||||
| Balance -March 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Stock compensation expense for employee vested options | - | - | - | |||||||||||||||||||||||||||||||||||||
| Issuance of common stock | - | - | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | |||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance - September 30, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Balance - March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Fair value of shares issued for services | - | - | ||||||||||||||||||||||||||||||||||||||
| Fair value of RSU’s | - | - | ||||||||||||||||||||||||||||||||||||||
| Stock compensation expense for employee vested options | - | - | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | |||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance - September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| 5 |
PERFECT MOMENT LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
| Six Months Ended | ||||||||
| September 30, 2024 | September 30, 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Bad debt expense | ||||||||
| Inventory reserve | ( | ) | ||||||
| Unrealized foreign exchange loss | ||||||||
| Stock based compensation cost – employees | ||||||||
| Amortization of stock based marketing and other services | ||||||||
| Amortization of debt discount | ||||||||
| Accrued interest | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid and other current assets | ( | ) | ||||||
| Operating lease right of use asset | ||||||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Trade payables | ||||||||
| Accrued expenses | ( | ) | ||||||
| Unearned revenue | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Deferred offering costs | ( | ) | ||||||
| Proceeds from trade finance facilities, net | ||||||||
| Repayment of trade finance facilities, net | ( | ) | ||||||
| Proceeds from issuance of common shares, net | ||||||||
| Proceeds of other borrowings, net | ||||||||
| Repayment of other borrowings | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of Exchange Rate Changes on Cash | ( | ) | ( | ) | ||||
| Net Change in Cash and Cash Equivalents and Restricted Cash | ( | ) | ( | ) | ||||
| Cash and Cash Equivalents and Restricted Cash – beginning of the period | ||||||||
| Cash and Cash Equivalents and Restricted Cash – end of the period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Interest paid on borrowings and bank loans | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Fair value of unamortized stock-based marketing and other services | $ | $ | ||||||
Recognition of debt discount on short-term borrowings | $ | $ | ||||||
| Recognition of operating lease right of use assets and lease obligations | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 6 |
PERFECT MOMENT LTD AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the three and six months ended September 30, 2024 and 2023
(Amounts in thousands, except share and per share data and exchange rate data)
(Unaudited)
NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Nature of operations
Perfect Moment Ltd., a Delaware corporation (“Perfect Moment” or “PML” and, together with its subsidiaries unless the context otherwise requires, the “Company”), is an owner and operator of a luxury fashion brand that offers ski, swim, and activewear collections under the brand name Perfect Moment. The Company’s collections are sold directly to customers through e-commerce, sales to wholesale accounts and through other sales partnerships.
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete consolidated financial statements. In the opinion of our management, these condensed consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position at September 30, 2024, results of operations for the three and six months ended September 30, 2024 and 2023, consolidated statements of shareholders’ equity for the three and six months ended September 30, 2024 and 2023, and cash flows for the six months ended September 30, 2024 and 2023. The Company’s results for the three and six months ended September 30, 2024 are not necessarily indicative of the results expected for the full year. You should read these statements in conjunction with our audited consolidated financial statements and management’s discussion and analysis and results of operations included in our Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended March 31, 2024. The terms “fiscal 2025” and “fiscal 2024” refer to the Company’s fiscal year ending March 31, 2025 and fiscal year ended March 31, 2024, respectively. The figures in the notes to the financials are presented in thousands, therefore the 000’s are removed.
Principles of consolidation
These unaudited condensed consolidated financial statements include the accounts of Perfect Moment Ltd. and its wholly owned subsidiaries; Perfect Moment Asia Limited (“PMA”), Perfect Moment (UK) Limited (“PMUK”), Perfect Moment USA, Inc., (“PMUSA”) and Perfect Moment TM Sarl. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments which are, in the opinion of management, necessary for the fair statement of the financial information for the interim periods presented. All intercompany balances and transactions have been eliminated.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going concern
The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.
Through
September 30, 2024, the Company has funded its operations with proceeds from the sale of common stock from the initial public offering,
the issuance of common stock, convertible debt, and preferred stock, alongside existing trade, invoice and shareholder financing arrangements.
The Company has incurred recurring losses, including a net loss of $
| 7 |
These factors raise substantial doubt about the Company’s ability to continue as a going concern.
In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended March 31, 2024, expressed substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from this uncertainty.
Management’s plans to alleviate the conditions that raise substantial doubt include:
| ● | Taking out short-term loans, purchase order financing and debt factoring to assist with working capital shortfalls | |
| ● | Exploring sources of long-term funding in the private markets and additional equity financing | |
| ● | Closely monitoring the collection of debts | |
| ● | Strategies and plans in place to deliver improved margins in the next financial year |
The Company’s ability to continue as a going concern for 12 months from the date of these unaudited condensed Consolidated Financial Statements were available to be issued is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and to obtain additional capital financing. No assurance can be given that the Company will be successful in these efforts mentioned above.
Use of estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the condensed consolidated financial statements and accompanying notes. Management continually evaluates the estimates and judgments it uses. These estimates and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that management believe will materially affect the methodology or assumptions utilized in making these estimates and judgments in these financial statements. Significant estimates inherent in the preparation of the condensed consolidated financial statements include reserves for uncollectible accounts receivables, realizability of inventory; customer returns; useful lives and impairments of long-lived tangible and intangible assets; realization of deferred tax assets and related uncertain tax positions; and the valuation of stock-based compensation awards. Actual results may differ from these judgements and estimates under different assumptions or conditions and any such differences may be material.
Revenue recognition
The majority of the Company’s revenue is recognized at a point in time based on the transfer of control. In addition, the majority of the Company’s contracts do not contain variable consideration and contract modifications are minimal. The majority of the Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods. Revenue is reported net of markdowns, discounts and sales taxes collected from customers on behalf of taxing authorities. Revenue is also presented net of an allowance for expected returns where contracts include the right of return.
The
Company estimates returns on an ongoing basis to estimate the consideration from the customer that the Company expects to ultimately
receive. Consideration in determining the Company’s estimates for returns may include agreements with customers, the Company’s
return policy and historical and current trends. The Company records the returns as a reduction to net sales in its consolidated statements
of operations and the recognition of a provision for returns within accrued expenses in its consolidated balance sheets and the estimated
value of inventory expected to be returned as an adjustment to inventories, net. As of September 30, 2024 and March 31, 2024, the returns
provision was $
| 8 |
Revenue is comprised of direct-to-consumer ecommerce revenue through the Company’s website and revenue related to wholesalers, and revenue related to short-term collaborations. The following table details the revenue split:
| Three Months Ended | Six Months Ended | |||||||||||||||
| September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | |||||||||||||
| Wholesale revenues | $ | $ | $ | $ | ||||||||||||
| Ecommerce revenues | ||||||||||||||||
| Revenues - subtotal | $ | $ | $ | $ | ||||||||||||
| Collaboration revenues | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. For direct-to-consumer ecommerce revenue, the Company receives payment before the customer receives the promised goods. Revenue is only recognized once the goods have been delivered to the customer. Sales to wholesale customers are recognized when the customer has control which will depend on the agreed upon International Commercial Terms. For inventories sold on consignment to wholesalers, the Company records revenue when the inventory is sold to the third-party customer by the wholesaler. The Company may issue merchant credits, which are essentially refund credits. The merchant credits are initially deferred and subsequently recognized as revenue when tendered for payment.
Cost of goods sold
Cost of goods sold includes the cost of purchased merchandise, which includes:
- acquisition and production costs including raw material and labor as applicable;
- the cost incurred to deliver inventory to the Company’s third-party distribution centers including freight, non-refundable taxes, duty, and other landing costs;
- outbound duties; and
- reserves for inventory.
Accounts receivable
Accounts
receivable primarily arise out of sales to wholesale accounts and ecommerce partners. The allowance for doubtful accounts represents
management’s best estimate of probable credit losses in accounts receivable using the incurred loss methodology. Receivables are
written off against the allowance when management believes that it is probable the amount receivable will not be recovered. Additionally,
the Company records higher allowances in the first and third quarters following its peak sales seasons after the Company determines it
to be probable that it will not collect the related receivables. As of September 30, 2024 and March 31, 2024, the Company had $
Segment reporting
Accounting
Standards Codification (“ASC”) Topic 280, “Disclosures about Segments of an Enterprise and Related Information”
establishes 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
| 9 |
Geographic concentration
Although the Company is organized fundamentally as one business segment, the Company’s revenues are primarily split between three geographic areas: the U.S., Europe and the United Kingdom (the “U.K.”). Customers in these regions are served by our leadership, production and operations teams in the U.K. and Hong Kong.
The table below reflects total net revenues attributed to Europe (excluding the United Kingdom), United States, United Kingdom, and the rest of the world:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
| September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | |||||||||||||||||||||||||||||
| Europe (excluding United Kingdom) | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||
| United States | % | % | % | % | ||||||||||||||||||||||||||||
| United Kingdom | % | % | % | % | ||||||||||||||||||||||||||||
| Rest of the World | % | % | % | % | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
The
decrease in United States revenues as a percentage of total revenues is primarily attributed to a two-year collaboration with Hugo
Boss totaling $
The Company has not continued with the Hugo Boss collaboration as the relationship required the use of Perfect Moments supply chain, designers, and took precedence over all other wholesalers.
The table below reflects Ecommerce net revenues attributed to Europe (excluding the United Kingdom), United States, United Kingdom, and the rest of the world:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
| September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | |||||||||||||||||||||||||||||
| Europe (excluding United Kingdom) | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||
| United States | % | % | % | % | ||||||||||||||||||||||||||||
| United Kingdom | % | % | % | % | ||||||||||||||||||||||||||||
| Rest of the World | % | % | % | % | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Long-lived assets
The
long-lived assets of the Company primarily relate to property and equipment, intangible assets and operating lease right-of-use assets
in the U.K. and Hong Kong. Total long-lived assets as of September 30, 2024 were $
Supplier concentration
For
the three months ended September 30, 2024 and 2023, the largest single supplier of manufactured goods produced
For
the six months ended September 30, 2024 and 2023, the largest single supplier of manufactured goods produced
Customer concentration
For
the three months ended September 30, 2024, we had one major customer, which accounted for approximately
For
the three and six months ended September 30, 2023, we had two major customers, which accounted for approximately
Selling, general and administrative expenses (“SG&A”)
SG&A expenses consist of all operating costs not otherwise included in cost of goods sold or marketing and advertising expenses. The Company’s selling, general and administrative expenses include personnel costs, sales commissions, the service fees of the Company’s third-party fulfilment and distribution centers, recruitment fees, legal and professional fees, information technology, accounting, travel and lodging, occupancy costs and depreciation and amortization.
Foreign currency
Foreign currency transactions denominated in a currency other than an entity’s functional currency are remeasured into the functional currency using the spot rate at the date of the transaction with any resulting gains and losses recognized in operating expenses except for gains and losses arising on intercompany foreign currency transactions that are of a long-term investment nature, which are recorded as a foreign currency translation adjustment in other comprehensive income or loss.
The functional currency for each entity included in these condensed consolidated financial statements that is domiciled outside of the United States is generally the applicable local currency. Assets and liabilities of each foreign entity are translated into U.S. dollars at the exchange rate in effect on the balance sheet date. Revenue and expenses are translated on a monthly basis using the average rate for that month as a close approximation. Unrealized translation gains and losses are recorded as a foreign currency translation adjustment, which is included in other comprehensive income or loss, which is a component of accumulated other comprehensive income or loss included in shareholders’ deficit.
| 10 |
Stock-based compensation
The Company accounts for equity-based awards according to ASC 505 and 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on a straight-line basis over the vesting period.
The Company measures fair value as of the grant date for options and warrants using the Black Scholes option pricing model and for common share awards using a weighted average of the Black Scholes method and probability-weighted expected return method (PWERM).
The inputs into the Black Scholes option pricing model are subjective and generally require significant judgment. The fair value of the shares of common and preferred stock has historically been determined by the Company’s management with the assistance of third-party specialists as there was no public market for the common stock up until February 8, 2024. The fair value is obtained by considering a number of objective and subjective factors, including the valuation of comparable companies, sales of preferred stock to unrelated third parties, projected operating and financial performance, the lack of liquidity of common and preferred stock and general and industry specific economic outlook, amongst other factors. The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company’s stock option exercise history does not provide a reasonable basis upon which to estimate expected term. Because the Company was privately held for a portion of the periods covered by these financial statements and historically did not have an active trading market for its common and preferred stock for a sufficient period of time, the expected volatility was estimated based on the average volatility for comparable publicly traded companies, over a period equal to the expected term of the stock option grants. The Company listed on NYSE American on February 8, 2024 and now uses the closing price on the day of grant to determine FMV and for the stock options issued in Q2 2025 the company used the average of a peer group of similar companies based by one or all the following factors to determine volatility: industry, revenue, market capitalization. The risk-free rate assumption is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock in the foreseeable future. Therefore, the Company uses an expected dividend yield of .
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per share is computed by dividing the net income applicable to common stockholders by the weighted average number of shares of common stock outstanding plus the number of additional shares of common stock that would have been outstanding if all dilutive potential shares of common stock had been issued using the treasury stock method. Potential shares of common stock are excluded from the computation when their effect is antidilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common stock during the reporting period.
Potentially dilutive stock options and securities as presented in the table below were excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive. As the Company incurred losses for the three and six months ended September 30, 2024 and 2023, basic and diluted weighted-average shares are the same in the loss per share calculation, in accordance with ASC 260-10-45-20.
| September 30, 2024 | September 30, 2023 | |||||||
| Options to acquire common stock | ||||||||
| Restricted stock units to acquire common stock | ||||||||
| Warrants to acquire common stock | ||||||||
| Series A convertible preferred stock | ||||||||
| Series B convertible preferred stock | ||||||||
| Convertible debt financing | ||||||||
On
February 12, 2024, all outstanding shares of our Series A and Series B convertible preferred stock were automatically converted into
and shares of common stock in connection with the closing of the initial public offering. The $
Fair Value of Financial Instruments
The Company follows the guidance of ASC 820 and ASC 825 for disclosure and measurement of the fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value under U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.
| 11 |
The three (3) levels of fair value hierarchy defined by ASC 820 are described below:
| Level 1: | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |
| Level 2: | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
| Level 3: | Pricing inputs that are generally observable inputs and not corroborated by market data. |
The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to their short-term nature. The carrying values of capital lease obligations and debt obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Reclassifications
The
Company has reclassified certain costs totaling $
Recently issued accounting pronouncements
In September 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2022-04, “Disclosure of Supplier Finance Program Obligations” (“ASU 2022-04”). ASU 2022-04 requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services, along with the amount of obligations outstanding at the end of each period and an annual roll forward of such obligations. This standard does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. ASU 2022-04 is effective for the Company for the year ended March 31, 2024 and is to be applied retrospectively to all periods in which a balance sheet is presented. The annual roll forward disclosure is not required to be made until the year ending March 31, 2025 and is to be applied prospectively. The Company doesn’t believe the adoption will have a material effect on the financial statements. Other than the new disclosure requirements, ASU 2022-04 will not have an impact on the Company’s consolidated financial statements.
In March 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-01 to amend the guidance in Accounting Standards Codification (“ASC”) 718 Compensation—Stock Compensation (Topic 718). Some entities compensate employees or other service providers by granting profits interest awards, which generally give the grantee an opportunity to participate in future profits and/or equity appreciation of the entity but do not give them rights to existing net assets of the entity. ASU 2024-01 adds an example showing how to apply the scope guidance in ASC 718 to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements. The ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company does not currently anticipate that the guidance will have a material impact on its financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. This standard will be effective for the Company on January 1, 2024 and interim periods beginning in fiscal year 2025, with early adoption permitted. The updates required by this standard should be applied retrospectively to all periods presented in the financial statements. The Company does not expect this standard to have a material impact on its results of operations, financial position or cash flows.
ASUs recently issued but not listed above were assessed and determined to be either not applicable or are expected to have minimal impact on the consolidated financial position or results of operations.
| 12 |
NOTE 3. CASH
Cash consisted of the following as of September 30, 2024 and March 31, 2024.
September 30, 2024 | March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total Cash | $ | $ | ||||||
Restricted
cash represents amounts pledged as collateral against the trade finance facility that is currently limited to the issuance of letters
of credit to suppliers. As of September 30, 2024, we have $
NOTE 4. INVENTORIES
Inventories are initially measured at cost and subsequently measured at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The following table details the primary categories for the periods presented.
September 30, 2024 | March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Finished goods | $ | $ | ||||||
| Raw materials | ||||||||
| Goods in transit | ||||||||
| Finished goods on consignment | ||||||||
| Total inventories | ||||||||
| Inventory reserve | ( | ) | ( | ) | ||||
| Total inventories, net | $ | $ | ||||||
Third-party services are used to warehouse and distribute inventory. Per the terms of one third-party service contract, a lien may be placed on the Company’s inventory if the Company fails to make a payment for services within 30 days from the date the third-party supplier notifies the Company of an outstanding payment.
NOTE 5. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following as of September 30, 2024 and March 31, 2024.
September 30, 2024 | March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Furniture and fixtures | $ | $ | ||||||
| Office equipment | ||||||||
| Leasehold improvements | ||||||||
| Software and website development | ||||||||
| Computer equipment | ||||||||
| Total property and equipment | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation
expense related to property and equipment was $
| 13 |
NOTE 6. TRADE FINANCE FACILITY
September 30, 2024 | March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Trade finance facility | $ | $ | ||||||
| Total | $ | $ | ||||||
The
Company, through our PMA subsidiary, has a trade finance facility extended on goods for which letters of credit are issued to the
Company’s suppliers by HSBC. As of September 30, 2024 and March 31, 2024 the Company had a trade finance facility limit of
$
Amounts
owed relating to issued letters of credit do not become the Company’s responsibility until the Company receives the manufactured
clothing goods from suppliers. Once drawn, the company has the option of 195 days credit, in the form of a loan, before repayment is
due. For drawings in Hong Kong dollars, the interest rate equals HIBOR plus 3.0%, and for drawings in U.S. dollars, the interest rate
equals SOFR plus
As
of September 30, 2024 and March 31, 2024 the outstanding balance under the trade finance facility was $
NOTE 7. ADVANCE ON FUTURE RECEIPTS
The Company has the following advances on future receipts as of September 30, 2024:
| Note | Issuance Date | Maturity Date | Interest Rate | Net Proceeds |
Obligations Related to Future Receipts | Obligations at September 30, 2024 | ||||||||||||||
| Note 1 | % | $ | $ | $ | ||||||||||||||||
| Note 2 | % | |||||||||||||||||||
| Note 3 | % | |||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
| Debt discount | ( | ) | ||||||||||||||||||
| Net | $ | |||||||||||||||||||
Note 1, 2, and 3
During
the period ended September 30, 2024, the Company received three secured advances from unaffiliated third parties’ totaling
$
During
the six months ended September 30, 2024, the Company paid $
| 14 |
NOTE 8. COMMON STOCK
Common stock
Shares Issued for Services
During
the six months ended September 30, 2024, the Company issued
shares of restricted common stock to vendors for services rendered and to be rendered with a fair value of $
Restricted Stock Units
| Weighted- | ||||||||||||
| Average | ||||||||||||
| Grant Date | ||||||||||||
| Shares | Fair Value | Fair Value | ||||||||||
| Non-vested at March 31, 2024 | $ | $ | ||||||||||
| Granted | ||||||||||||
| Vested/deemed vested | ( | ) | ( | ) | ||||||||
| Forfeited | ||||||||||||
| Non-vested at September 30, 2024 | $ | $ | ||||||||||
During
the six months ended September 30, 2024, the Company issued
shares of restricted stock units to a vendor for services rendered with a fair value of $
The total fair value of restricted stock units that vested or deemed vested during the six months ended September 30, 2024 was $ and is included in selling, general and administrative expenses in the accompanying statements of operations. As of September 30, 2024, the amount of unvested compensation related to issuances of restricted stock award was $ which will be recognized as an expense in future periods as the shares vest.
The Company maintains the 2021 Equity Incentive Plan (the “2021 Plan”), which provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and performance units and performance shares to employees, directors and consultants of the Company or any parent or subsidiary of the Company. The purpose of the 2021 Plan is to enable the Company to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants of the Company or any parent or subsidiary of the Company, and to promote the success of the Company’s business. The Company has shares available to issue from the 2021 plan as of March 31, 2024. The Company has historically granted stock options to non-employees in exchange for the provision of services, both under the 2021 Plan and outside of the 2021 Plan.
| 15 |
| Weighted- | ||||||||||||||||
| Weighted- | Average | |||||||||||||||
| Average | Remaining | Aggregate | ||||||||||||||
| Exercise | Contractual | Intrinsic | ||||||||||||||
| Options | Price | Life (Years) | Value | |||||||||||||
| Outstanding at March 31, 2024 | ||||||||||||||||
| Granted | - | - | ||||||||||||||
| Forfeited | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Outstanding at September 30, 2024 | $ | $ | ||||||||||||||
| Vested September 30, 2024 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2024 | $ | $ | ||||||||||||||
During the six months ended September 30, 2024, the Company granted stock options to employees to purchase shares of common stock for services rendered. The options have an average exercise price of $ per share, expire in , vesting equally over four years from the employees’ start date. The total fair value of these options at the grant date was approximately $ using the Black-Scholes Option Pricing Model.
The total stock compensation expense recognized related to vesting of stock options for the six months ended September 30, 2024 and 2023 amounted to $ and $, respectively. As of September 30, 2024 the total unrecognized stock-based compensation was $, which is expected to be recognized as part of operating expense through September 2028.
At September 30, 2024, the intrinsic value of the outstanding options under the 2021 Plan was $.
| Six
Months Ended |
||||
| September
30, 2024 |
||||
| Expected life in years | ||||
| Stock price volatility | % - | % | ||
| Risk free interest rate | % - | % | ||
| Expected dividends | % | |||
| Forfeiture rate | – | % | ||
| 16 |
NOTE 11. STOCK WARRANTS
A summary of warrant activity for the six months ended September 30, 2024 is presented below:
| Weighted- | ||||||||||||||||
| Weighted- | Average | |||||||||||||||
| Average | Remaining | Aggregate | ||||||||||||||
| Exercise | Contractual | Intrinsic | ||||||||||||||
| Options | Price | Life (Years) | Value | |||||||||||||
| Outstanding at March 31, 2024 | $ | $ | ||||||||||||||
| Granted | - | - | ||||||||||||||
| Forfeited | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Outstanding at September 30, 2024, all vested | $ | $ | ||||||||||||||
warrants were issued for the six months ended September 30, 2024.
As of September 30, 2024 the outstanding warrants had intrinsic value.
NOTE 12. FOREIGN CURRENCY TRANSLATION
We report all currency amounts in USD. The Company’s subsidiaries in the U.K., Hong Kong and Switzerland maintain their books and records in their functional currencies, which are GBP, HKD and CHF, respectively.
When consolidating the subsidiaries with non-USD functional currencies, we translate the amounts of assets and liabilities into USD using the exchange rate on the balance sheet date, and the amounts of revenue and expense are translated at the average exchange rate prevailing during the period. The gains and losses resulting from translation of financial statement amounts into USD are recorded as a separate component of accumulated other comprehensive loss within shareholders’ deficit.
We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted:
Period end exchange rate:
| September 30, 2024 | March 31, 2024 | |||||||
| GBP:USD | ||||||||
| HKD:USD | ||||||||
| CHF:USD | ||||||||
Average exchange rate:
| Three Months Ended | ||||||||
| September 30, 2024 | September 30, 2023 | |||||||
| GBP:USD | ||||||||
| HKD:USD | ||||||||
| CHF:USD | ||||||||
| Six Months Ended | ||||||||
| September 30, 2024 | September 30, 2023 | |||||||
| GBP:USD | ||||||||
| HKD:USD | ||||||||
| CHF:USD | ||||||||
| 17 |
The following table, reported in USD, disaggregates our cash balances by currency denomination:
Cash denominated in:
| September 30, 2024 | March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| USD | $ | $ | ||||||
| GBP | ||||||||
| HKD | ||||||||
| CHF | ||||||||
| EUR | ||||||||
| $ | $ | |||||||
Our cash primarily consists of funds held in bank accounts and third party payment platforms.
| Cash held by Chase | $ | $ | ||||||
| Cash held by HSBC | ||||||||
| Restricted cash held by HSBC | ||||||||
| Cash held by other banks | ||||||||
| Cash held by third party payment platforms | ||||||||
| Petty cash | ||||||||
| $ | $ |
With
the exception of petty cash, all our cash consists of funds held in bank accounts and third-party payment platforms. The Company maintains
the majority of cash at HSBC where the balances are insured by the Federal Deposit Insurance Corporation (FDIC) up to $
13. COMMITMENTS AND CONTINGENCIES
Legal proceedings - The Company is, from time to time, involved in routine legal matters, and audits and inspections by governmental agencies and other third parties which are incidental to the conduct of its business. This includes legal matters such as initiation and defense of proceedings to protect intellectual property rights, liability claims, employment claims, and similar matters. The Company believes the ultimate resolution of any such legal proceedings, audits, and inspections will not have a material adverse effect on its consolidated balance sheets, results of operations or cash flows.
On December 20, 2023, Aspen Skiing Company, LLC (“ASC”) filed a complaint against the Company in the United States District Court for the District of Colorado, alleging, among other things, trademark infringement, false association, false endorsement, unfair competition and deceptive trade practices by the Company (the “ASC Suit”). Management has determined, after the advice of legal counsel, that the claims and actions related to such complaint are not expected to have a material adverse effect on our financial condition because management believes that the lawsuit will not succeed on the merits and the risk of any material loss is remote. The claims relate to the Company’s social media posts of models and influencers in ski gondolas on the mountain owned by Aspen Skiing Company and now discontinued limited edition clothing sold by the Company that included images, which were licensed by the Company from a photographer, of a skier’s rest area in Aspen that Aspen Skiing Company calls the “AspenX Beach Club.” The complaint seeks injunctive relief, but no motion for injunctive relief has been filed in the suit. The complaint also seeks delivery of all infringing material to Aspen Skiing Company and an award of the Company’s profits and Aspen Skiing Company’s damages in an amount to be determined at trial, costs incurred by Aspen Skiing Company in the action, their attorney’s fees and treble damages.
In August 28, 2024 the Company and ASC
entered into a Settlement Agreement (the “Settlement Agreement”) with respect to the ASC Suit. The Company agreed to terminate
all marketing, distribution and sale of the PM DeDe Johnston Apparel and to terminate all use of any marketing and advertising in which
an ASC Trademark (as that those terms are defined in the Settlement Agreement) is visible and recognizable, and to pay ASC the sum of
$
Capital
commitments - The Company had $
| 18 |
NOTE 14. RELATED PARTY TRANSACTIONS
Certain directors of the Company and its subsidiaries previously provided consulting and advisory services for the Company which are recognized in selling, general and administrative expenses in the accompanying condensed consolidated statement of operations.
Below are the directors of the Company and its subsidiaries, that provide consulting and advisory services.
| Three Months Ended |
Six Months Ended | |||||||||||||||
| September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | |||||||||||||
| (A) Max Gottschalk (director of the Company) | $ | $ | $ | $ | ||||||||||||
| (B) Tracy Barwin (director of the Company) | ||||||||||||||||
| (C) Andreas Keijsers (director of a subsidiary) | ||||||||||||||||
| Total Expenses | $ | $ | $ | $ | ||||||||||||
| (A) | ||
| (B) | ||
| (C) |
For 2024, all these related parties became board members, and were paid
board fees of $
| 19 |
15. SUBSEQUENT EVENTS
Shares Issued for Services
Subsequent
to September 30, 2024, the Company issued shares of common stock to a vendor for services rendered and to be rendered with a fair
value of $
Advance on Future Receipts
Subsequent
to September 30, 2024 the Company received two additional secured advances from an unaffiliated third party totaling $
| 20 |
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
(Amounts in this Item 2 are presented in thousands, except (i) share and per share data and (ii) percentages)
Perfect Moment is a high-performance, luxury skiwear and lifestyle brand that fuses technical excellence with fashion-led designs. We create apparel and products that feature what we believe is an unmatched combination of fashion, form, function and fun for women, men and children.
Across all revenue channels, Perfect Moment distributes to over sixty countries. We design our products in-house and work with a variety of suppliers to manufacture materials and finished goods. Our collections are worn by an evolving list of celebrities and influencers whose perfect moments are captured across a range of social media platforms.
Revenue
Since fiscal year 2020, the company’s fiscal second quarter revenue averaged approximately 12% of the fiscal year’s total revenue, with the fiscal first half averaging only 15% of total annual revenue.
Total revenue for the six months ended September 30, 2024 was $4,808 compared to $6,876 for the six months ended September 30, 2023, a decrease of $2,068 or 30%. The decrease is primarily attributed to a collaboration with Hugo Boss in FY24 totaling $2,024 that ended in FY24. The remaining decrease of $44 is attributed to the timing of wholesale shipments of $98 offset by an increase in ecommerce of $54.
Total revenue for the three months ended September 30, 2024 was $3,833 compared to $5,888 for the three months ended September 30, 2023, a decrease of $2,054 or 35%. The decrease is primarily attributed to a collaboration with Hugo Boss that ended in FY24. The remaining decrease of $30 is attributed to timing of wholesale shipments of $120 or 4% offset by an increase in ecommerce of $90 or 8% attributed to enhanced brand awareness and the company’s focus on ecommerce.
The Company did not look to extend the two-year collaboration with Hugo Boss as the collaboration required the use of Perfect Moments supply chain, designers, and took precedence over all other wholesalers. The change allows management to continue building the foundations of future growth through better delivery times, improved quality, consistency, and extend our supplier relationships which will better serve our wholesale partners and direct to consumer channels, driving longer terms sustainable revenue growth.
Ecommerce
The Company has deployed strategies across the entire sales and marketing funnel as we focus on building a direct relationship with our customer, which we believe is an important step of following our customer from the ski slopes, to après, to the chalet, and eventually home expanding our product offering across all seasons.
We remain one of the most followed luxury ski brands globally and increased our followers across all social media platforms (Instagram, Facebook (Meta) and TikTok) increased by 1.6% from March 31, 2024 through September 30, 2024 and increased 19.2% compared to September 30, 2023. The number of unpaid celebrities and influencers driving the top of our funnel is extraordinary for a Company our size. The strength at the top of the funnel provides opportunities to move our customers through the funnel that not only leads to sales, but more importantly allows us to build a community and ultimately customer loyalty.
Gross revenue for the six months ended September 30, 2024, increased to $3,398 an increase of $795 or 31% compared to the six months ended September 30, 2023, driven by continued growth in ecommerce revenue. The end of season sale for autumn/winter 2023 (AW23) included an unusually high percentage of product sold at a discount, making way for a significant new collection replacing many of our product lines for autumn/winter 2024 (AW24), in part due to an upcoming change in legislation in some of our markets for the use of Durable Water Repellency treatments. The Company experiences higher return rates on discounted products and for the six months ended September 30, 2024, our returns as a percentage of sales increased to 39% from 28% for the six months ended September 30, 2023. Overall, net revenue increased $54k or 3%.
| 21 |
Gross Profit and Margin
Our gross profit for the six months ended September 30, 2024 was $2,430 compared to $3,761 for the six months ended September 30, 2023, a decrease of $1,331 or 35%. The decrease is driven by lower sales that is primarily attributed to a two-year collaboration with Hugo Boss that ended in FY24. Our gross margins were 51% compared to 55% in the prior year. Improving our gross margins remains an important focus, and we anticipate our gross margins in our current fiscal year 2025 to significantly improve year-over-year. We are making significant progress across all our margin expansion projects including opening our first U.S. distribution center last month. Following the facility opening in October 2024, we realized an immediate improvement in operating efficiency. We will experience reduced duty costs for ecommerce orders in the second half of this fiscal year, which will drive improved gross margins compared to last year. The decrease in gross margin for the six months ended September 30, 2024 versus the six months ended September 30, 2023 is attributed to the end of season sale for autumn/winter 2023 (AW23) that included an unusually high percentage of product sold at a discount, making way for a significant new collection replacing many of our product lines for autumn/winter 2024 (AW24), in part due to an upcoming change in legislation in some of our markets for the use of Durable Water Repellency treatments. We also had a greater percentage of ecommerce sales versus wholesale sales for the six months ended September 30, 2024 compared to September 30, 2023. Ecommerce margins are historically lower than wholesale.
Our gross profit for the three months ended September 30, 2024 was $2,071 compared to $3,279 for the three months ended September 30, 2023, a decrease of $1,208 or 37%. The decrease is driven by lower sales that is primarily attributed to a collaboration with Hugo Boss that ended in FY24. Our gross margins were 54.0% compared to 56% achieved in the prior year. The decrease in gross margin is attributed to the continuation of the end of season sale noted above plus a greater percentage of ecommerce sales versus wholesale sales for the six months ended September 30, 2024 compared to September 30, 2023. Ecommerce margins are historically lower than wholesale.
Third-Party Distribution Center Update
Historically, all ecommerce orders were dispatched from a third-party distribution center in the United Kingdom and in most instances the Company is paying duties to cross international borders. Compounding the margin dilution is the fact we were paying duties at full retail and not at a transfer price.
On July 15, 2024 we executed an agreement with Quiet Platforms to be our third party operated distribution center in the United States. The U.S. distribution center will improve our customer experience, lower our duty cost plus reduce outbound and return shipping cost in the U.S. market, which represented over 40% of our revenue for the fiscal year ended March 31, 2024. In fiscal year 2025 our ecommerce revenue will flow through the U.S. distribution center with Wholesale revenue running through the U.S. distribution center in fiscal year 2026. We are reviewing our European distribution strategy to improve margins in the fiscal year 2026, which represented over 30% of our revenue for the fiscal year ended March 31, 2024.
The Company has reclassified certain costs totaling $614 and $991 previously classified as cost of sales for the three and six months ended September 30, 2023, respectively, to SG&A expenses to conform to the current year presentation. For fiscal year ended March 31, 2024 and March 31, 2023, had we reclassified $3.2 million and $2.7 million, respectively, of costs of revenue to SG&A, the our adjusted gross margin would have been 50.9% and 48.7%.
| 22 |
Summary of Key Strategies to Improve Margin
| ● | Shift towards direct-to-consumer revenue (such as ecommerce and physical retail). We expect that rebalancing our sales from wholesale to direct to consumer, coupled with the other margin initiatives would result in a double-digit percentage point improvement in our gross margin, due to channel mix, over time. | |
| ● | Reducing product range within skiwear. We believe the current range offers too much choice, and yields poorer margins, resulting from a lack of economies of scale and higher levels of markdown and discounts. | |
| ● | Review and modify supplier base. We are expecting our supplier base to evolve as we source fabrics and trims more efficiently and introduce new finished good suppliers with better commercial terms (such as lower labor costs or better duty rates due to factories being based in the EU, UK or Vietnam). | |
| ● | Review and revise price positioning. We will continue reviewing our selling prices. We are expecting to introduce better discipline and processes to assess price positioning with a focus on margin by each product, country of manufacture and country of selling. We expect to raise selling prices to improve the gross margin over time as part of the range development process and will monitor price elasticity. We believe prices are relatively in-elastic for our industry and our customer segment, and that pricing increases are generally expected by customers annually for luxury goods. | |
| ● | Focusing on reducing costs relating to crossing borders. Operating a global business requires crossing borders with products resulting in high costs for freight, duty, couriers and other handling costs. Perfect Moment has grown very quickly and as a result has not been able to focus on crossing borders in a cost-effective way. We are focused on reducing these costs and expect to see savings over time in freight (for example by using less air freight and more sea freight), lowering duty costs (for example moving production to countries with lower tariffs and opening third party logistic hubs) and reducing broker fees through better processes. |
Our Business Strategy
Perfect Moment sits at the intersection of three large and growing markets (luxury ski apparel, premium outerwear and athleisure and lifestyle). Based on the characteristics of these respective markets, we believe we have the right brand profile, geographic footprint, target demographic, marketing tools and operational expansion plan to gain significant market share. We believe we are also well-positioned to drive sustainable growth and profitability by executing on the following strategies:
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Grow Brand Awareness and Attract New Customers
Building brand awareness among potential new customers and strengthening our connections with those who already know us will be a key driver of our growth. While we believe our brand has achieved substantial traction globally and those who have experienced our products demonstrate loyalty, our presence is relatively nascent in many of our markets. We believe we have a significant opportunity to increase brand awareness and attract new customers to Perfect Moment through word of mouth, brand marketing and performance marketing.
In the past, Perfect Moment’s strong skiing heritage has been used to engage with a core ski audience for whom we believe the combination of technical performance and retro inspired designs resonate strongly. We believe the nature of skiing as a largely affluent, international pursuit means there is a large opportunity in aspirational, lifestyle-led social media engagement. We believe Perfect Moment has captured this social media opportunity to great effect, combining the style and form of the brand with celebrities, influencers, top-tier editorial, collaborations and luxury locations to create a distinct, fun and engaging aspirational lifestyle narrative. Beyond social media, we believe Perfect Moment has been able to deploy this same core brand proposition and narrative to direct digital marketing and traditional media, elevating brand profile and driving high levels of engagement simultaneously. Perfect Moment has also been able to build an effective online marketing engine driving large volumes of direct, organic search and paid search traffic to our ecommerce website, www.perfectmoment.com
Perfect Moment expects to continue its approach to social media, building its follower base through a similar and evolving mix of celebrities, influencers, editorials and locations. It also expects to continue to pursue and scale the effective search engine optimization and paid search strategies which have contributed to online sales growth, as well as direct marketing and customer engagement via direct customer communications. Perfect Moment is developing plans to leverage a new Perfect Moment owned physical store network to deepen its brand identity and profile, as well as drive higher levels of loyalty and engagement at the local level. On August 1, 2024 the Company executed a six-month lease for our first seasonal store in SOHO, New York for AW24 and on October 25, 2024 the Company commenced a three-month lease for our second seasonal store in Bicester, England.
Brand marketing and performance marketing also work together to drive millions of visits to our digital platforms. Brand marketing includes differentiated content, our network of ambassadors, and social media, all of which result in what we believe is outsized engagement with our community. Our performance marketing efforts are designed to drive customers from awareness to consideration to conversion. These efforts include retargeting, paid search and product listing advertisements, paid social media advertisements, search engine optimization and personalized email. We believe our highly productive, diversified strategy generates a significant return on brand equity, driving sales and building a growing customer database.
We approach this strategy as a funnel, with brand awareness at the top and customer conversion at the bottom, allocating resources across the top, middle and bottom, and measuring returns on these respective investments.
Accelerate Digital Growth
Having used the wholesale channel to establish our brand globally, we believe we will become less reliant on wholesale partners during the next five years by committing more resources to our direct-to-consumer strategy and accelerating our digital growth. We believe technology and partnerships are the key underpinning factors in any e-commerce business and as such we will continue to enhance customer experience, focusing on mobile as the dominant growth channel and leveraging the emerging benefits of social and conversational commerce.
Pursue International Expansion and Enter New Markets
We believe there is an opportunity to increase penetration across our existing markets and selectively enter new regions. Although the Perfect Moment brand is recognized globally, our past investments have been focused on North America, the United Kingdom and the EU and have driven revenue growth in the United States during the past fiscal year.
While we expect the majority of our near-term growth to continue to come from the United States, the United Kingdom and the EU, we believe there is a tremendous opportunity over the long term throughout the rest of the world. In the fiscal year ended March 31, 2024, we increased our outreach in what we believe are the most promising countries in continental Europe. As part of the plan to enter new markets, we will start with China, as we seek to enhance our ability to serve our international customers and further establish Perfect Moment as a global brand.
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We believe there is a significant opportunity beyond our existing markets, with China representing the next market opening for Perfect Moment. China is projected to become the largest winter sports market, with people participating expected to reach 50 million by 2025 with one thousand ski resorts to be open by 2030, according to reports by Daxue Consulting and Capital Mind. We allocated a small amount of inventory to test the Chinese market directly in November 2024 on Tmall, using local partners to operate, with a digital approach to selling. We were originally forecasting to run losses with respect to such activities for two years, then become profitable from the third year of such activities, with China representing less than 10% of our revenue by 2027. The data we now have on this small test has led to exploring partnership models such as a Joint Venture, where we could benefit for local distribution, market expertise and financial support for inventory and marketing. We still believe the most significant hurdle to overcome with respect to our plan to enter the Chinese market is liquidity to fund the initial operating losses.
In order to offer a more localized experience to customers internationally, we intend to offer market-specific languages, currency and content, as well as strategic international shipping and distribution hubs. We plan to leverage our social media strategy and expand our network of social media ambassadors to grow our brand awareness globally.
Enhance Our Wholesale Network
Although in the next five years we will be mainly focused on accelerating digital growth and our direct-to-consumer channel, we still intend to continue broadening customer access and strengthening our global foothold in new and existing markets by strategically expanding our wholesale network and deepening current relationships. In all of our markets, we have an opportunity to increase sales by adding new wholesale partners and increasing volume in existing retailers. Additionally, we are focused on strengthening relationships with our retail partners through broader offerings, exclusive products and shop-in-shop formats, which are dedicated spaces within another company’s retail store on a short-term rental basis. We believe our retail partners have a strong incentive to showcase our brand as our products drive customer traffic and consistent full-price sell-through in their stores.
Broaden Our Product Offering
Continuing to enhance and expand our product offering represents a meaningful growth driver for Perfect Moment. We expect that broadening our product line will allow us to strengthen brand loyalty with the existing Perfect Moment customer base, drive higher penetration in our existing markets and expand our appeal across new geographies. We intend to continue developing our offering through the following strategies.
Elevate Fall and Winter. Perfect Moment will continue to focus on quality materials and distinctive designs to create luxury products which aim to deliver technical performance and style impact. However, believing that people want to bring the functionality of our ski apparel into their everyday lives, Perfect Moment is broadening the product range beyond the core “on-slope” skiwear to encompass less technical lifestyle products and a wide range of exceptional products for any occasion, including all year-round accessories.
Expand Spring and Summer. We intend to continue building our successful Spring and Summer collections in categories such as activewear, loungewear and swimwear. We believe offering inspiring new and complementary product categories that are consistent with our values of heritage, functionality and quality and can become part of our core business represents an opportunity to develop a closer relationship with our customers and expand our addressable market. In June 2024, we launched an Ibiza-inspired Summer Capsule Collection across our global eCommerce channels. The collection was highlighted in a photoshoot published in British Vogue featuring photographer, Grace Burns, and models Stella Jones and Paloma Baygual wearing items from the collection.
We believe this strategy will deliver a number of benefits:
| ● | Increased Revenues. We expect that cross-over into adjacent product markets will increase sales by allowing us to sell outerwear, lifestyle products, activewear and swimwear to non-skiers and cross-sell lifestyle and “off-slope” products to existing skiwear customers in a winter setting. | |
| ● | Reduced Seasonality. We expect that sales of new lifestyle products as well as activewear and swimwear products will be less concentrated in the winter months and increase revenue from new and existing customers as we grow brand awareness. | |
| ● | Improved Margins. We believe that our margins will be improved by this strategy because modest price increases across the existing range will allow Perfect Moment to strengthen its gross margins, greater use of high-margin luxury materials such as cashmere will support price and margin increases and a move towards more less technically-complex lifestyle pieces will also drive margin improvement. Full price sales with limited promotional activity will further improve margins. |
During the fiscal year ended March 31, 2024 and the six months ended September 30, 2024, we restructured and invested in our design, product development, merchandizing and production teams to create a pathway to execute this underpinning strategy. We launched our first spring / summer capsule encapsulating our new strategy at the end of Q1 FY25. We plan to then gradually increase our product offering as we evaluate demand, supply and profitability. As of this filing, we are ready to sell into the AW25 Wholesale Market which opens in December and closes in February for shipments in FY26. We have bolstered the team that includes hiring a Chief Merchant. The Chief Merchant is revising the calendar for 2026 (FY27) to increase the number of product drops, further capitalizing on opportunities to increase revenue and margin.
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Establish Perfect Moment Owned Physical Retail
Perfect Moment has grown to date without a Perfect Moment owned physical stand-alone store presence. Sales growth has been driven by our wholesale network and online offering. As part of our growth strategy, we believe opening directly operated stores in strategically selected major cities and pop-up stores in strategic ski resorts and high-traffic city locations would provide an excellent opportunity to generate sales in key locations, providing a luxury in-store experience, reflecting the character of the brand and providing an experiential contact point for customers.
As our product range expands, we see the potential to further grow our community with a physical presence by opening directly operated stores. We already have a physical presence in department stores, operated under wholesale arrangements. Operating Perfect Moment owned stores would provide our community a home for the brand and act as a beacon for new or potential customers, but they also add extra complexity and risk. In order to test our retail model, we plan to first establish seasonal store locations. We evaluate each potential store location based on lease availability and projected viability, and plan to open popups in the fiscal year ending March 31, 2025 and year-round stores beginning the fiscal year ending March 31, 2027. On August 1, 2024 the Company executed a six-month lease for our first pop-up in SOHO, New York for AW24 and on October 25, 2024 the Company commenced a three-month lease for our second seasonal store in Bicester, England.
Segment Reporting
The Company applies ASC Topic 280, Segment Reporting, in determining reportable segments for its financial statement disclosure. The Chief Operating Decision Maker has been identified as the Chief Executive Officer. The Company reports segments based on the financial information it uses in assessing performance and deciding how to allocate resources. Management has determined that the Company operates in one business segment, product sales. Key financial measures including but not limited to gross profit, Adjusted EBITDA and net loss are not reported at a disaggregated level for wholesale and ecommerce and resource allocation decisions to the business strategy are not made based solely on our key financial measures.
Geographic Concentration
Although we are organized fundamentally as one business segment, our revenue is primarily split between three geographic areas: the United States, Europe and the United Kingdom. Customers in these regions are served by our leadership and operations teams in the United Kingdom and our production team in Hong Kong.
The table below reflects total net revenues attributed to Europe (excluding the United Kingdom), United States, United Kingdom, and the rest of the world:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
| September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | |||||||||||||||||||||||||||||
| Europe (excluding United Kingdom) | $ | 1,948 | 51 | % | $ | 1,857 | 31 | % | $ | 2,124 | 44 | % | $ | 2,032 | 30 | % | ||||||||||||||||
| United States | 958 | 25 | % | 3,140 | 53 | % | 1,325 | 28 | % | 3,446 | 50 | % | ||||||||||||||||||||
| United Kingdom | 691 | 18 | % | 653 | 11 | % | 938 | 19 | % | 1,065 | 15 | % | ||||||||||||||||||||
| Rest of the World | 236 | 6 | % | 238 | 5 | % | 420 | 9 | % | 333 | 5 | % | ||||||||||||||||||||
| Total Revenues | $ | 3,833 | $ | 5,888 | $ | 4,807 | $ | 6,876 | ||||||||||||||||||||||||
The decrease in United States revenue as a percentage of total revenue is primarily attributed to a collaboration with Hugo Boss in FY24 totaling $2,024 that ended in FY24.
The Company did not look to extend the two-year collaboration with Hugo Boss as the collaboration required the use of Perfect Moments supply chain, designers, and took precedence over all other wholesalers. The change allows management to continue building the foundations of future growth through better delivery times, improved quality, consistency, and extend our supplier relationships which will better serve our wholesale partners and direct to consumer channels, driving longer terms sustainable revenue growth.
The table below reflects Ecommerce net revenues attributed to Europe (excluding the United Kingdom), United States, United Kingdom, and the rest of the world:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
| September 30, 2024 | September 30, 2023 | September 30, 2024 | September 30, 2023 | |||||||||||||||||||||||||||||
| Europe (excluding United Kingdom) | $ | 229 | 20 | % | $ | 192 | 18 | % | $ | 405 | 20 | % | $ | 351 | 17 | % | ||||||||||||||||
| United States | 406 | 35 | % | 379 | 36 | % | 721 | 35 | % | 673 | 33 | % | ||||||||||||||||||||
| United Kingdom | 302 | 26 | % | 375 | 35 | % | 561 | 26 | % | 786 | 39 | % | ||||||||||||||||||||
| Rest of the World | 218 | 19 | % | 120 | 11 | % | 390 | 19 | % | 213 | 11 | % | ||||||||||||||||||||
| Total Revenues | $ | 1,155 | $ | 1,066 | $ | 2,077 | $ | 2,023 | ||||||||||||||||||||||||
Supplier concentration
For the three months ended September 30, 2024 and 2023, the largest single supplier of manufactured goods produced 45% and 57%, respectively, of the Company’s products. For the three months ended September 30, 2024 and 2023, the single largest fabric supplier supplied 44% and 45%, respectively, of the fabric used to manufacture the Company’s products.
For the six months ended September 30, 2024 and 2023, the largest single supplier of manufactured goods produced 45% and 57%, respectively, of the Company’s products. For the six months ended September 30, 2024 and 2023, the single largest fabric supplier supplied 46% and 63%, respectively, of the fabric used to manufacture the Company’s products.
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Customer concentration
For the three months ended September 30, 2024, we had one major customer, which accounted for approximately 15% or $580 of total revenue. For the six months ended September 30, 2024, we had two major customers, which accounted for approximately 23% or $1,089 of total revenue. The related accounts receivable balance for these customers was $1,027 as of September 30, 2024, and $71 as of March 31, 2024.
For the three and six months ended September 30, 2023, we had two major customers, which accounted for approximately 47% or $2,786 of total revenue and 40% or $2,786 of total revenue, respectively. The related accounts receivable balance for these customers was approximately $760 as of September 30, 2023, and $41 as of March 31, 2023.
Key Financial Measures
We use the following US GAAP and non-US GAAP financial measures to assess the progress of our business, make decisions on where to allocate time and investment and assess then near-term and longer-term performance of our business:
| Three months ended September 30, | Six months ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| Key Financial Measures | ||||||||||||||||
| Net revenue | ||||||||||||||||
| Wholesale | $ | 2,678 | $ | 2,798 | $ | 2,731 | $ | 2,829 | ||||||||
| Ecommerce | 1,155 | 1,066 | 2,077 | 2,023 | ||||||||||||
| Net revenue - subtotal | 3,833 | 3,864 | 4,808 | 4,852 | ||||||||||||
| Collaboration | - | 2,024 | - | 2,024 | ||||||||||||
| Total net revenue | 3,833 | 5,888 | 4,808 | 6,876 | ||||||||||||
| Gross profit | 2,071 | 3,279 | 2,430 | 3,761 | ||||||||||||
| Gross margin (1) | 54 | % | 56 | % | 51 | % | 55 | % | ||||||||
| Loss from operations | (2,557 | ) | (302 | ) | (5,951 | ) | (3,012 | ) | ||||||||
| Net loss | $ | (2,744 | ) | $ | (1,511 | ) | $ | (6,132 | ) | $ | (4,184 | ) | ||||
| Adjusted EBITDA (2) | $ | (1,996 | ) | $ | (958 | ) | $ | (4,898 | ) | $ | (2,920 | ) | ||||
| (1) | Gross margin is defined as gross profit as a percentage of total net revenue. |
| (2) | We define “Adjusted EBITDA” as net loss excluding interest expense, income tax benefit (expense), depreciation and amortization and stock-based compensation expense. Adjusted EBITDA is a measure that is not defined in US GAAP. For further information about how we calculate Adjusted EBITDA, the limitations of its use and a reconciliations to the most comparable US GAAP measure. |
Results of Operations
Three Months Ended September 30, 2024 as Compared to the Three Months Ended September 30, 2023
The following is a comparison of our results of operations for the three months ended September 30, 2024 and 2023.
| Three months ended September 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| (Amounts in thousands) | </ | |||||||||||