美國
證券 交易委員會
華盛頓， D.C. 20549
表格
截至
季度期間
或
從________到________的過渡期
委員會
文件編號：
(註冊人按其章程規定的準確名稱)
（州 或其他司法管轄區 公司 或組織） |
（I.R.S. 僱主 身份識別 不是。） |
| (地址 主要執行辦公室所在地) |
(註冊人的 電話號碼，包括區號)
根據該法第12(b)條註冊的證券:
| 每類的標題 | 交易符號 | 每個註冊的交易所名稱 | ||
請通過勾選標明註冊人(1)在過去12個月內是否已按照1934年證券交易法第13節或第15(d)節的要求提交所有報告（或在註冊人被要求提交此類報告的較短時間內），以及(2)在過去90天內是否一直受到此類提交要求的約束。
是的
☐
請勾選註冊人是否在過去12個月中（或註冊人被要求提交這些文件的較短期間內）按照規則405提交所有需要電子提交的互動數據文件。
請勾選註冊者是否爲大型加速報告人、加速報告人、非加速報告人、較小報告公司或新興成長公司。有關「大型加速報告人」、「加速報告人」、「較小報告公司」和「新興成長公司」的定義，請參見《交易所法》第120億.2條。
| 大型 加速報告公司 | ☐ | 加速報告公司 | ☐ | |||
| ☒ | 小型 報告公司 | |||||
| 新興 增長公司 | ||||||
如果
是一個新興增長公司，請通過勾選來表明註冊人是否選擇不使用延長過渡期以遵守根據《交易所法》第13(a)條規定的任何新的或修訂過的財務會計標準。
請用勾選標記指明註冊人是否爲空殼公司（如《法案》第120億.2條所定義）。☐ 是
截至2025年2月6日，有 普通股股份，$ 每股面值，流通在外。
完美 時刻有限公司。
目錄
頁 號碼 | |
| 關於前瞻性聲明的特別說明 | ii |
| 第一部分 - 財務信息 | 2 |
| 項目1. 壓縮基本報表（未經審計） | 2 |
| 項目2. 管理層對財務控制項和運營結果的討論與分析 | 21 |
| 項目3. 關於市場風險的定量和定性披露 | 35 |
| 項目4. 控制項和程序 | 35 |
| 第二部分 - 其他信息 | 36 |
| 項目1. 法律程序 | 36 |
| 項目1A. 風險因素 | 36 |
| 項目2. 未註冊的權益證券銷售和收益使用 | 36 |
| 項目3. 高級證券違約 | 36 |
| 項目4. 煤礦安全披露 | 36 |
| 項目5. 其他信息 | 36 |
| 項 6. 附件 | 37 |
| 簽名 | 38 |
特別 關於前瞻性陳述的說明
本 季度報告表格10-Q包含根據1995年《私人證券訴訟改革法》所指的前瞻性陳述，關於我們和我們行業的陳述涉及重大風險和不確定性。 本季度報告表格10-Q中包含的所有非歷史事實的陳述，包括有關我們未來經營成果或財務狀況的陳述， 業務策略，以及管理層對未來運營的計劃和目標均爲前瞻性陳述。 在某些情況下，您可以通過包含「預期」、「相信」、「考慮」、「繼續」、「可能」、「估計」、「期望」、「打算」、「可能」、「計劃」、「潛在」、「預測」、「項目」、「應」、「目標」、「趨向」、「將」或「會」， 或這些詞的否定形式或其他類似的詞語或表達來識別前瞻性陳述。 這些前瞻性陳述包括但不限於以下內容：
| ● | 我們的 收入、支出、盈利能力和其他運營結果的預期； | |
| ● | 我們競爭的市場的 增長率； | |
| ● | 我們的營銷費用和效果，以及我們推廣品牌的能力； | |
| ● | 我們爲客戶提供可接受的優質產品的能力； | |
| ● | 我們 對關鍵人員的依賴以及識別、招聘和留住熟練人員的能力； | |
| ● | 我們 有效管理增長的能力，包括提供新的產品類別和任何國際擴展； | |
| ● | 我們 維護軟體的安防和可用性的能力； | |
| ● | 我們 保護知識產權和避免與他人的知識產權使用相關爭議的能力； | |
| ● | 我們 保護用戶信息的能力以及遵守日益增長和發展的數據隱私法律法規的能力; | |
| ● | 未來 對我們業務的投資，我們預計的資本支出，以及我們對資本需求的估計; | |
| ● | 我們 有效與現有競爭對手和新市場參與者競爭的能力; 以及 | |
| ● | 我們 成功管理上述風險的能力。 |
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)
| December 31, 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 | ||||||||
| Deferred offering costs | ||||||||
| Other non-current assets | ||||||||
| Total non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Trade payables | $ | $ | ||||||
| Accrued expenses (including $ | ||||||||
| Trade finance facility | ||||||||
| Short-term borrowings, net of discount of $ | ||||||||
| Convertible note | ||||||||
| 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 December 31, 2024 and March 31, 2024, respectively | ||||||||
| Common stock; $ par value; shares authorized; and shares issued and outstanding as of December 31, 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 December 31, 2024 | Three Months Ended December 31, 2023 | Nine Months Ended December 31, 2024 | Nine Months Ended December 31, 2023 | |||||||||||||
| Revenues: | ||||||||||||||||
| Wholesale | $ | $ | $ | $ | ||||||||||||
| Collaborations | ||||||||||||||||
| Ecommerce | ||||||||||||||||
| Retail | ||||||||||||||||
| Total Revenue | ||||||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Marketing and advertising expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| (Loss)/income from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign currency transaction (losses)/gains | ( | ) | ( | ) | ||||||||||||
| Net (loss)/income | ( | ) | ( | ) | ( | ) | ||||||||||
| Other comprehensive losses | ||||||||||||||||
| Foreign currency translation losses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive (loss)/income | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net (loss)/income per share to common stockholders – basic | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net (loss)/income per share to common stockholders – diluted | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average number of common shares outstanding – basic | ||||||||||||||||
| Weighted average number of common shares outstanding – 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 NINE MONTHS ENDED DECEMBER 31, 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 -September 30, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Stock compensation expense for employee vested options | - | - | - | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Net income | - | - | - | |||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
| Balance – September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Fair value of shares issued for services | - | - | ||||||||||||||||||||||||||||||||||||||
| Stock compensation on vested RSU’s | - | - | ||||||||||||||||||||||||||||||||||||||
| Stock compensation expense for employee vested options | - | - | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 4 |
| 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 -March 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Stock compensation expense for employee vested options | - | - | - | |||||||||||||||||||||||||||||||||||||
| Issuance of common stock | - | - | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance - December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
| Balance - March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Fair value of shares issued for services | - | - | ||||||||||||||||||||||||||||||||||||||
| Stock compensation on vested RSU’s | - | - | ||||||||||||||||||||||||||||||||||||||
| Stock compensation expense for employee vested options | - | - | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| 5 |
PERFECT MOMENT LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
| Nine Months Ended | ||||||||
| December 31, 2024 | December 31, 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 on vested options and RSU’s | ||||||||
| 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 | ||||||||
| Other non-current assets | ||||||||
| 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 convertible note | ||||||||
| Proceeds from issuance of common shares, net | ||||||||
| Proceeds from short-term borrowings, net | ||||||||
| Repayment of short-term 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 | $ | $ | ||||||
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 nine months ended December 31, 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 December 31, 2024, results of operations for the three and nine months ended December 31, 2024 and 2023, consolidated statements of shareholders’ equity for the three and nine months ended December 31, 2024 and 2023, and cash flows for the nine months ended December 31, 2024 and 2023. The Company’s results for the three and nine months ended December 31, 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
December 31, 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 | |
| ● | Cost-reduction initiatives aimed at improving operational efficiency and preserving liquidity | |
| ● | 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 December 31, 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, revenue related to retail stores, and revenue related to short-term collaborations. The following table details the revenue split:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | |||||||||||||
| Wholesale revenues | $ | $ | $ | $ | ||||||||||||
| Ecommerce revenues | ||||||||||||||||
| Retail 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 December 31, 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 |
Deferred Offering Costs
Deferred offering costs consist primarily of legal, accounting and underwriters’ fees incurred related to equity financing. These deferred costs are deferred and then charged against the proceeds received once the equity financing occurs or are charged to expense if the financing does not occur.
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 | Nine Months Ended | |||||||||||||||||||||||||||||||
| December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | |||||||||||||||||||||||||||||
| Europe (excluding United Kingdom) | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||
| United States | % | % | % | % | ||||||||||||||||||||||||||||
| United Kingdom | % | % | % | % | ||||||||||||||||||||||||||||
| Rest of the World | % | % | % | % | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Supplier concentration
For
the three months ended December 31, 2024 and 2023, the largest single supplier of manufactured goods to the Company produced
For
the nine months ended December 31, 2024 and 2023, the largest single supplier of manufactured goods to the Company produced
Customer concentration
No single customer accounted for more than 10% of total revenue for the three and nine months ended December 31, 2024.
No
single customer accounted for more than 10% of total revenue for the three months ended December 31, 2023. For the nine months ended
December 31, 2023, we had one major customer, which accounted for approximately
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 Q3 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 zero.
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 income for the three months ended December 31, 2023, while incurring losses for the three months ended December 31, 2024 and nine months ended December 31, 2024 and 2023, the treasury stock method and basic and diluted weighted-average shares are different in the loss per share calculation, in accordance with ASC 260-10-45-20.
| December 31, 2024 | December 31, 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 November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. We are currently evaluating the provisions of this guidance and assessing the potential impact on our financial statement disclosures.
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. The Company will adopt ASU 2023-07 beginning April 1, 2025. The Company does not believe the impact of the new guidance and related codification improvements had a material impact to its financial position, results of operations and cash flows.
We have reviewed all accounting pronouncements recently issued by the FASB and the SEC. The authoritative pronouncements that we have already adopted did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and except as otherwise noted above, we do not believe that any of the authoritative pronouncements that we have not yet adopted will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof.
| 12 |
NOTE 3. CASH
Cash consisted of the following as of December 31, 2024 and March 31, 2024.
| December 31, 2024 | March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total Cash | $ | $ | ||||||
Restricted
cash represents amounts pledged as collateral against our outstanding borrowings
under our trade finance facility. As of December 31, 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.
| December 31, 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 December 31, 2024 and March 31, 2024.
| December 31, 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
| December 31, 2024 | March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Trade finance facility | $ | $ | ||||||
| Total | $ | $ | ||||||
| 14 |
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 December 31, 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
As
of March 31, 2024, there were no outstanding pledged letters of credit or trade loans issued by HSBC. During the period ended
December 31, 2024, the Company was extended letters of credit by HSBC in the aggregate amount of $2,849, all of which were utilized
as trade loans during the period. The Company made partial payment of the trade loans of $
NOTE 7. CONVERTIBLE NOTE PAYABLE
During
the nine months ended December 31, 2024 the Company entered into a convertible note purchase agreement pursuant to which the Company
sold an accredited investor (the “Investor”) a convertible secured promissory note (the “Convertible Note”)
in the aggregate principal amount of $
During
the nine months ended December 31, 2024, the Company accrued $
NOTE 8. ADVANCE ON FUTURE RECEIPTS
The Company has the following advances on future receipts as of December 31, 2024:
| Note | Issuance Date | Maturity Date | Interest Rate | Net Proceeds | Obligations Related to Future Receipts at Issuance | Obligations at December 31, 2024 | ||||||||||||||
| Note 1 | % | $ | $ | $ | ||||||||||||||||
| Note 2 | % | ( | ) | |||||||||||||||||
| Note 3 | % | |||||||||||||||||||
| Note 4 | % | |||||||||||||||||||
| Note 5 | % | |||||||||||||||||||
| Note 6 | % | |||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
| Debt discount | ( | ) | ||||||||||||||||||
| Net | $ | |||||||||||||||||||
Note 1, 2, 3, 4, 5, and 6
During
the nine months ended December 31, 2024, the Company received six secured advances from unaffiliated third parties totaling $
During
the nine months ended December 31, 2024, the Company paid $
| 15 |
NOTE 9. COMMON STOCK
Common stock
Shares Issued for Services
During
the nine months ended December 31, 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 December 31, 2024 | $ | $ | ||||||||||
During
the nine months ended December 31, 2024, the Company issued shares of restricted stock units to employees and vendors for services
rendered with a fair value of $
The total fair value of restricted stock units that vested or deemed vested during the nine months ended December 31, 2024 was $ and is included in selling, general and administrative expenses in the accompanying statements of operations. As of December 31, 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 and shares available to issue from the 2021 plan as of December 31, 2024 and March 31, 2024, respectively. 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.
| 16 |
| Weighted- | ||||||||||||||||
| Weighted- | Average | |||||||||||||||
| Average | Remaining | Aggregate | ||||||||||||||
| Exercise | Contractual | Intrinsic | ||||||||||||||
| Options | Price | Life (Years) | Value | |||||||||||||
| Outstanding at March 31, 2024 | ||||||||||||||||
| Granted | - | - | ||||||||||||||
| Forfeited | ( | ) | - | - | ||||||||||||
| Exercised | - | - | ||||||||||||||
| Outstanding at December 31, 2024 | $ | $ | ||||||||||||||
| Vested December 31, 2024 | $ | $ | ||||||||||||||
| Exercisable at December 31, 2024 | $ | $ | ||||||||||||||
During the nine months ended December 31, 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.
During the nine months ended December 31, 2024, the Company cancelled of vested and unvested stock previously issued to officers for services rendered and to be rendered with a fair value of $. The shares were valued based on the market value of the Company’s stock price on the grant date and were amortized over their vesting terms. The Company credited back $ to SG&A related to expense charged on unvested options through the cancelation date.
The total stock compensation expense recognized related to vesting of stock options for the nine months ended December 31, 2024 and 2023 amounted to $ and $, respectively. As of December 31, 2024 the total unrecognized stock-based compensation was $, which is expected to be recognized as part of operating expense through September 2028.
At December 31, 2024, the intrinsic value of the outstanding options under the 2021 Plan was $.
| Nine Months Ended | ||||
| December 31, 2024 | ||||
| Expected life in years | ||||
| Stock price volatility | % - | % | ||
| Risk free interest rate | % - % | |||
| Expected dividends | % | |||
| Forfeiture rate | – | % | ||
| 17 |
NOTE 12. STOCK WARRANTS
A summary of warrant activity for the nine months ended December 31, 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 December 31, 2024, all vested | $ | $ | ||||||||||||||
warrants were issued for the nine months ended December 31, 2024.
As of December 31, 2024 the outstanding warrants had intrinsic value.
NOTE 13. 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:
| December 31, 2024 | March 31, 2024 | |||||||
| GBP:USD | ||||||||
| HKD:USD | ||||||||
| CHF:USD | ||||||||
Average exchange rate:
| Three Months Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| GBP:USD | ||||||||
| HKD:USD | ||||||||
| CHF:USD | ||||||||
| Nine Months Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| GBP:USD | ||||||||
| HKD:USD | ||||||||
| CHF:USD | ||||||||
| 18 |
The following table, reported in USD, disaggregates our cash balances by currency denomination:
Cash denominated in:
| December 31, 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 $
14. 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 $
On
December 17, 2024 the Company received a notification from the NYSE American LLC stating that the Company is not in compliance with the
minimum stockholders’ equity requirements of Sections 1003(a)(ii) of the NYSE American Company Guide requiring stockholders’
equity of $
The Company is now subject to the procedures and requirements of Section 1009 of the Company Guide. The Company had until January 10, 2025, to submit a plan (the “Plan”) of actions it has taken or will take to regain compliance with the continued listing standards by June 11, 2026. The Company submitted a plan to regain compliance with NYSE American listing standards on January 10, 2025. If the NYSE American accepts the Plan, the Company will be able to continue its listing during the Plan period and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan until it has regained compliance. If the Plan is not accepted by the NYSE American, the Letter stated that delisting proceedings will commence. The Company may appeal to staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
The Letter has no immediate effect on the listing or trading of the Company’s common stock on the NYSE American. The Company’s receipt of the Letter from the NYSE American does not affect the Company’s business, operations or reporting requirements with the U.S. Securities and Exchange Commission.
Capital commitments - The Company had no purchase obligations as of December 31, 2024, related to purchase orders to factories for the manufacture of finished goods. All future obligations are to be financed by HSBC letters of credit and comprise the balance held as restricted cash on the condensed consolidated balance sheets.
| 19 |
NOTE 15. 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 | Nine Months Ended | |||||||||||||||
| December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 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 $
16. SUBSEQUENT EVENTS
Shares Issued for Services
Subsequent
to December 31, 2024, the Company issued shares of common stock to vendors for services rendered and to be rendered with a fair
value of $
NYSE American Delisting
On December
17, 2024 the Company received a notification from the NYSE American LLC stating that the Company is not in compliance with the minimum
stockholders’ equity requirements of Sections 1003(a)(ii) of the NYSE American Company Guide requiring stockholders’ equity
of $
The Company is now subject to the procedures and requirements of Section 1009 of the Company Guide. The Company had until January 10, 2025, to submit a plan (the “Plan”) of actions it has taken or will take to regain compliance with the continued listing standards by June 11, 2026.
The Company submitted a plan to regain compliance with NYSE American listing standards on January 10, 2025. If the NYSE American accepts the Plan, the Company will be able to continue its listing during the Plan period and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan until it has regained compliance. If the Plan is not accepted by the NYSE American, the Letter stated that delisting proceedings will commence. The Company may appeal to staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
The Letter has no immediate effect on the listing or trading of the Company’s common stock on the NYSE American. The Company’s receipt of the Letter from the NYSE American does not affect the Company’s business, operations or reporting requirements with the U.S. Securities and Exchange Commission.
Executive Changes
On January 31, 2025, the Company terminated Mark Buckley as Chief Executive Officer of the Company. As of the date of this filing, the Company has not entered into a separation agreement with Mr. Buckley with respect to his termination. Mr. Buckley shall continue to serve as a director of the Company.
On January 31, 2025, the Company terminated Jeff Clayborne, the prior Chief Financial Officer of the Company. As of the date of this filing, the Company has not entered into a separation agreement with Mr. Clayborne with respect to his termination.
On
February 3, 2025, the Board of Directors appointed Chath Weerasinghe as the Company’s Chief Financial Officer and Chief Operating
Officer, effective February 3, 2025. Mr. Weerasinghe’s Employment Agreement provides for a base salary of £
On February 3, 2025, The Board of Directors of the Company appointed Jane Gottschalk to the role of President of the Company, effective immediately. Other than the job title change adding the position of President, terms of Ms. Gottschalk’s current contract of employment will not change.
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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
Total net revenue for the nine months ended December 31, 2024 was $16,466 compared to $19,602 for the nine months ended December 31, 2023, a decrease of $3,136 or 16%. The decrease is primarily attributed to the termination of a collaboration with Hugo Boss in FY24 totaling $3,169. The remaining increase of $33 is attributed to retail revenue of $516 from our New York and London pop-up locations, plus $91 in revenue from our collaboration with Johnnie Walker, all offset by $592 lower wholesale revenue.
Total revenue for the three months ended December 31, 2024 was $11,658 compared to $12,726 for the three months ended December 31, 2023, a decrease of $1,068 or 8%. The decrease is primarily attributed to the termination of a collaboration with Hugo Boss in FY24 totaling $1,145. The remaining increase of $77 is attributed to retail revenue of $516 from our New York and London pop-up locations, plus $91 in revenue from our collaboration with Johnnie Walker, all offset by $494 lower wholesale revenue.
The Company did not extend the two-year collaboration with Hugo Boss as the collaboration 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 customers, 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 6.9% from March 31, 2024 through December 31, 2024 and increased 19.2% compared to December 31, 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.
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Gross Profit and Margin
Our gross profit for the nine months ended December 31, 2024 was $8,819 compared to $10,388 for the nine months ended December 31, 2023, a decrease of $1,569 or 15%. 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 54% compared to 53% in the prior year. Improving our gross margins remains an important focus, and we anticipate our gross margins to continue to improve and ultimately reflect significant improvement 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. For the six months ended September 30, 2024 we reported gross margins 51%. In the beginning of fiscal 2025 we sold a 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. Based on our initiatives we anticipate additional margin improvements in Q4.
Our gross profit for the three months ended December 31, 2024 was $6,389 compared to $6,627 for the three months ended December 31, 2023, a decrease of $238 or 4%. 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 55.0% compared to 52% achieved in the prior year. The increase in gross margin is attributed to our margin expansion projects
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 $1,761 and $2,752 previously classified as cost of sales for the three and nine months ended December 31, 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%.
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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 (the “Bicester Lease”). The Bicester Lease was extended for an additional three months.
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 nine months ended December 31, 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 selling to the AW25 Wholesale Market which opened in December and closes in February for shipments in FY26. We have bolstered the team that includes hiring a Chief Merchant and a new Head of Business Development. 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. The Head of Business Development will focus on growing our wholesale relationships, online marketplaces and expand further into retail in the U.S. and globally.
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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. 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, which resulted in revenues of $516 for the three and nine months ended December 31, 2024. The Bicester Lease was extended for an additional three months.
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 year-round stores beginning the fiscal year ending March 31, 2027.
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 | Nine Months Ended | |||||||||||||||||||||||||||||||
| December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | |||||||||||||||||||||||||||||
| Europe (excluding United Kingdom) | $ | 4,214 | 36 | % | $ | 4,801 | 38 | % | $ | 6,338 | 38 | % | $ | 6,833 | 35 | % | ||||||||||||||||
| United States | 4,187 | 36 | % | 4,743 | 37 | % | 5,512 | 34 | % | 8,189 | 42 | % | ||||||||||||||||||||
| United Kingdom | 2,222 | 19 | % | 2,402 | 19 | % | 3,160 | 19 | % | 3,467 | 18 | % | ||||||||||||||||||||
| Rest of the World | 1,035 | 9 | % | 780 | 6 | % | 1,456 | 9 | % | 1,113 | 5 | % | ||||||||||||||||||||
| Total Revenues | $ | 11,658 | $ | 12,726 | $ | 16,466 | $ | 19,602 | ||||||||||||||||||||||||
The decrease in United States revenue as a percentage of total revenue is primarily attributed to the termination of a collaboration with Hugo Boss in FY24 totaling $3,169.
The Company did not extend the two-year collaboration with Hugo Boss as the collaboration 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.
Supplier concentration
For the three months ended December 31, 2024 and 2023, the largest single supplier of manufactured goods produced 62% and 92%, respectively, of the Company’s products. For the three months ended December 31, 2024 and 2023, there were no fabric purchases
For the nine months ended December 31, 2024 and 2023, the largest single supplier of manufactured goods produced 40% and 75%, respectively, of the Company’s products. For the nine months ended December 31, 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
No single customer accounted for more than 10% of total revenue for the three and nine months ended December 31, 2024.
No single customer accounted for more than 10% of total revenue for the three months ended December 31, 2023. For the nine months ended December 31, 2023, we had one major customer, which accounted for approximately 16% or $3,168 of total revenue. The related accounts receivable balance for this customer was $0 as of December 31, 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 December 31, | Nine months ended December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| Key Financial Measures | ||||||||||||||||
| Net revenue | ||||||||||||||||
| Wholesale | $ | 7,335 | $ | 7,829 | $ | 10,066 | $ | 10,658 | ||||||||
| Ecommerce | 3,716 | 3,752 | 5,793 | 5,775 | ||||||||||||
| Retail | 516 | - | 516 | - | ||||||||||||
| Net revenue - subtotal | 11,567 | 11,581 | 16,375 | 16,433 | ||||||||||||
| Collaboration | 91 | 1,145 | 91 | 3,169 | ||||||||||||
| Total net revenue | 11,658 | 12,726 | 16,466 | 19,602 | ||||||||||||
| Gross profit | 6,389 | 6,627 | 8,819 | 10,388 | ||||||||||||
| Gross margin (1) | 55 | % | 52 | % | 54 | % | 53 | % | ||||||||
| (Loss)/Income from operations | (1,294 | ) | 728 | (7,244 | ) | (2,284 | ) | |||||||||
| Net (loss)/income | $ | (2,482 | ) | $ | 1,204 | $ | (8,614 | ) | $ | (2,980 | ) | |||||
| Adjusted EBITDA (2) | $ | (671 | ) | $ | 1,749 | $ | (5,574 | ) | $ | (1,171 | ) | |||||
| (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 December 31, 2024 as Compared to the Three Months Ended December 31, 2023
The following is a comparison of our results of operations for the three months ended December 31, 2024 and 2023.
| Three months ended December 31, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| (Amounts in thousands) | ||||||||||||
| Statements of operations data: | ||||||||||||
| Net revenue | ||||||||||||
| Wholesale | $ | 7,335 | $ | 7,829 | $ | (494 | ) | |||||
| Ecommerce | 3,716 | 3,752 | (36 | ) | ||||||||
| Retail | 516 | - | 516 | |||||||||
| Revenue - subtotal | 11,567 | 11,581 | (14 | ) | ||||||||
| Collaborations | 91 | 1,145 | (1,054 | ) | ||||||||
| Total Revenue | 11,658 | 12,726 | (1,068 | ) | ||||||||
| Cost of goods sold | 5,269 | 6,099 | (830 | ) | ||||||||
| Gross profit | 6,389 | 6,627 | (238 | ) | ||||||||
| Operating expenses | ||||||||||||
| Selling, general and administrative expenses | 6,649 | 4,420 | 2,229 | |||||||||
| Marketing and advertising expenses | 1,034 | 1,479 | (445 | ) | ||||||||
| Total operating expenses | 7,683 | 5,899 | 1,784 | |||||||||
| (Loss)/Gain from operations | (1,294 | ) | 728 | (2,022 | ) | |||||||
| Interest expense | (1,046 | ) | (403 | ) | (643 | ) | ||||||
| Foreign currency transactions gains/(losses) | (142 | ) | 879 | (1,021 | ) | |||||||
| Net (loss)/income | (2,482 | ) | 1,204 | (3,686 | ) | |||||||
| Other comprehensive losses | ||||||||||||
| Foreign currency translation losses | (28 | ) | (758 | ) | 730 | |||||||
| Comprehensive (loss)/gain | $ | (2,510 | ) | $ | 446 | $ | (2,956 | ) | ||||
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Revenue
Total revenue for the three months ended December 31, 2024 was $11,658 compared to $12,726 for the three months ended December 31, 2023, a decrease of $1,068 or 8%. The decrease is primarily attributed to a collaboration with Hugo Boss in FY24 totaling $1,145 that ended in FY24. The remaining increase of $77 is attributed to retail revenue of $516 from our New York and London pop-up locations, plus Diageo revenue totaling $91 all offset by $494 lower wholesale revenue.
The Company did not look to extend the two-year collaboration with Hugo Boss as the relationship 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.
Cost of goods sold
Cost of goods sold for the three months ended December 31, 2024 was $5,269 compared to $6,099 for the three months ended December 31, 2023, a decrease of $830 or 14%. The change in cost of goods sold is primarily attributed to a decline in sales.
Gross profit and gross margin
Our gross profit for the three months ended December 31, 2024, was $6,389 compared to $6,627 for the three months ended December 31, 2023, a decrease of $238 or 4%. The decrease in gross profit is primarily attributed to a collaboration with Hugo Boss that ended in FY24. Our gross margins were 55% compared to 52% in the prior year. The increase in gross margin is attributed to our margin expansion projects
The Company has reclassified certain costs totaling $1,761 and $2,752 previously classified as cost of sales for the three and nine months ended December 31, 2023, respectively, to SG&A expenses to conform to the current year presentation.
Selling, general and administrative expenses (“SG&A”)
SG&A expenses consist of personnel related expenses, stock compensation expense, legal and professional fees, depreciation and amortization, other selling, information technology, occupancy costs, travel and product sample costs.
SG&A expenses for the three months ended December 31, 2024 were $6,649 compared to $4,420 for the three months ended December 31, 2023, an increase of $2,229 or 50%. The increase is primarily attributed to an increase in stock compensation expense and amortization of pre-paid services performed for equity totaling $690, increased legal and professional fees of $620 related to incremental public company costs, an increase in people costs to support growth initiatives totaling $344, increase rent totaling $142, increased in IT services of $111 related to 3PL and retail set-ups, increased travel totaling $56 to support new retail locations, and to support Diageo and an increase in dues and subscriptions of $55 primarily attributed to NYSE.
Marketing and advertising expense
Marketing and advertising expenses for the three months ended December 31, 2024 were $1,034 compared to $1,479 for the three months ended December 31, 2023, a decrease of $445 or 30%. The decrease is primarily attributed to lower costs leveraging our collaboration with Diageo.
Marketing and Brand Highlights
● The total social audience reached by content posted by global key opinion leaders (KOLs)1 about Perfect Moment was more than 299.7 million during Q3. This represents the total combined followers of the celebrities, influencers, models, media publications, and fashion industry notables who organically posted about the brand during the quarter globally. Notable highlights include Instagram posts by Poppy Delevigne (VIP, 2.8 million followers), Victoria Brito (Influencer, 2.4 million followers), Claudia Schiffer (Model, 2.3 million followers), Kelsey Merrit (Model, Influencer, 2 million followers), Karolina Kurkova (Model, 1.1 million followers), Emma Brooks (Influencer, 1.1 million followers) and many more. Additionally this quarter, Priyanka Chopra Jonas (92.1 million followers) posted to her main feed and stories following the announcement of Perfect Moment’s collaboration with Johnnie Walker.
● The total number of unique visitors per month (UVPM) reached more than 6.9 billion during the period. This is the combined sum of UVPM reached by all global digital media coverage achieved during the quarter.
● The AW24 collection was featured across leading fashion and lifestyle publications this quarter including a multi-page feature in The Standard UK, and coverage within Harper’s BAZAAR US, ELLE US, Town & Country US, Condé Nast Traveler US, InStyle US, Country & Townhouse UK, The Telegraph UK, Grazia UK, Cosmopolitan UK, Marie Claire UK and many more globally.
● Notable press coverage from the Johnnie Walker collaboration included Women’s Wear Daily, Forbes, InStyle, Grazia, Robb Report, Men’s Journal and more.
1 The company defines a key opinion leader (KOL) as a person who is considered an expert on a certain topic and whose opinions are respected by the public due to their trajectory and the reputation they have built. They are typically identified by their reach, social media following and stature. KOL may include but is not limited to celebrities, social media influencers, fashion models, contributors to media publications, and noted members of the fashion industry. There is no official listing or accreditation of KOLs, so the term is subjective, and therefore the list and definition may vary from company to company. The source of the KOLs, social media and audience reach statistics provided in this release are reports by the company’s public relations firm. No reliance should be made upon their accuracy or timeliness.
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Interest Expense
Interest expense for the three months ended December 31. 2024 was $1,046 compared to $403 for the three months ended December 31, 2023. The increase in interest expense was primarily driven by an increase in borrowings from advances on future receipts.
Foreign currency transactions gains (losses)
Foreign currency transactions decreased unfavourably by $1,021, from a gain of $879 for the three months ended December 31, 2023 to a loss of $142 for the three months ended December 31, 2024, mainly driven by fluctuations in the U.S. dollar to the U.K. pound sterling exchange rate.
Foreign currency translation gains (losses)
Foreign currency translation gains (losses) result from the process of translating the financial statements of our foreign entities’ functional currency into USD. Foreign currency translation losses decreased by $730, from $758 for the three months ended December 31, 2023 to $28 for the three months ended December 31, 2024, mainly driven by fluctuations in the U.S. dollar to the U.K. pound sterling exchange rate.
Nine Months Ended December 31, 2024 as Compared to the Nine Months Ended December 31, 2023
The following is a comparison of our results of operations for the nine months ended December 31, 2024 and 2023.
| Nine months ended December 31, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| Statements of operations data: | ||||||||||||
| Net revenue | ||||||||||||
| Wholesale | $ | 10,066 | $ | 10,658 | $ | (592 | ) | |||||
| Ecommerce | 5,793 | 5,775 | 18 | |||||||||
| Retail | 516 | - | 516 | |||||||||
| Revenue - subtotal | 16,375 | 16,433 | (58 | ) | ||||||||
| Collaborations | 91 | 3,169 | (3,078 | ) | ||||||||
| Total Revenue | 16,466 | 19,602 | (3,136 | ) | ||||||||
| Cost of goods sold | 7,647 | 9,214 | (1,567 | ) | ||||||||
| Gross profit | 8,819 | 10,388 | (1,569 | ) | ||||||||
| Operating expenses | ||||||||||||
| Selling, general and administrative expenses | 13,871 | 9,591 | 4,280 | |||||||||
| Marketing and advertising expenses | 2,192 | 3,081 | (889 | ) | ||||||||
| Total operating expenses | 16,063 | 12,672 | 3,391 | |||||||||
| Loss from operations | (7,244 | ) | (2,284 | ) | (4,960 | ) | ||||||
| Interest expense | (1,241 | ) | (1,169 | ) | (72 | ) | ||||||
| Foreign currency transactions (losses) gains | (129 | ) | 473 | (602 | ) | |||||||
| Net loss | (8,614 | ) | (2,980 | ) | (5,634 | ) | ||||||
| Other comprehensive losses | ||||||||||||
| Foreign currency translation losses | (21 | ) | (407 | ) | 386 | |||||||
| Comprehensive loss | $ | (8,635 | ) | $ | (3,387 | ) | $ | (5,248 | ) | |||
Revenue
Total net revenue for the nine months ended December 31, 2024 was $16,466 compared to $19,602 for the nine months ended December 31, 2023, a decrease of $3,136 or 16%. The decrease is primarily attributed to a collaboration with Hugo Boss in FY24 totaling $3,169 that ended in FY24. The remaining increase of $33 is attributed to retail revenue of $516 from our New York and London pop-up locations, plus Diageo revenue totaling $91 all offset by $592 lower wholesale revenue.
The Company did not look to extend the two-year collaboration with Hugo Boss as the relationship 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.
Cost of goods sold
Cost of goods sold for the nine months ended December 31, 2024 was $7,647 compared to $9,214 for the nine months ended December 31, 2023, a decrease of $1,567 or 17%. The change in cost of goods sold is primarily attributed to a decline in sales.
Gross Profit and gross margin
Our gross profit for the nine months ended December 31, 2024 was $8,819 compared to $10,388 for the nine months ended December 31, 2023, a decrease of $1,569 or 15%. 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 54% compared to 53% in the prior year. Improving our gross margins remains an important focus, and we anticipate our gross margins to continue to improve and ultimately reflect significant improvement 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. In the beginning of fiscal 2025 we sold a 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. Based on our initiatives we anticipate additional margin improvements in Q4.
Selling, general and administrative expenses (“SG&A”)
SG&A expenses for the nine months ended December 31, 2024 were $13,871 compared to $9,591 for the nine months ended December 31, 2023, an increase of $4,280 or 45%. The increase is primarily attributed to an increase in stock compensation expense and amortization of pre-paid services performed for equity totaling $1,315, increased legal and professional fees of $966 related to incremental public company costs and the ASC litigation, an increase in people costs to support growth initiatives totaling $744, increase rent totaling $258, an increase in dues and subscriptions of $198 primarily attributed to NYSE and EAC declarations, an increase in insurance totaling $193 associated with public D&O, an increase in travel of $160 to support Diageo, retail stores, investors conferences, and the CFOs travel to London, increased postage of $120 to support samples, an increase in selling expenses of $80k and an increase in IT expenses of $79k related to 3PL and retail set-ups. Overall, the Company has identified approximately $2,000 of year-over-year cost increases associated with going public.
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Marketing and advertising expense
Marketing and advertising expenses for the nine months ended December 31, 2024 were $2,192 compared to $3,081 for the nine months ended December 31, 2023, a decrease of $889 or 29%. The decrease is primarily attributed to lower costs leveraging our collaboration with Diageo.
Marketing and Brand Highlights
● The total social audience reached by content posted by global KOLs about Perfect Moment was more than 637.3 million during the period. This represents the total combined followers of the celebrities, influencers, models, media publications, and fashion industry notables who organically posted about the brand during the quarter globally. Notable highlights include Instagram posts by Priyanka Chopra (92.1 million followers), Nick Jonas (35.4 million followers) Paris Hilton (26.2 million followers) wearing and tagging @perfectmomentsports.
● The total number of unique visitors per month (UVPM) reached more than 9.6 billion during the period. This is the combined sum of UVPM reached by all global digital media coverage achieved during the quarter.
● To celebrate the opening of Perfect Moment’s first Soho store and the launch of the AW24 collection, Jane Gottschalk and photographer Grace Burns co-hosted an intimate dinner at Hotel Chelsea in New York City, attended by guests including Tamara Mellon, Rachelle Hruska MacPherson, Isabella Massenet, Clementine Vaughn, Bambi Northwood-Blyth, and Romilly Newman. The intimate event was featured exclusively first on Vogue online, and continued media coverage during the quarter included features of Perfect Moment’s Soho store opening in Modern Luxury Manhattan, DuJour, Daily Front Row, and Avenue Magazine.
● In Q3, Perfect Moment partnered with Goldener Hirsch by Auberge Resorts Collection, Deer Valley’s top winter destination, for an exclusive après-ski pop-up. The takeover spanned the hotel’s main lobby, including two Christmas trees adorned with custom Perfect Moment ornaments, and the outdoor patio where guests could lounge in Perfect Moment houndstooth patterned sling chairs with branded throws and plush pillows. The partnership garnered coverage in WWD, Architectural Digest, and Haute Living amongst others. To celebrate the partnership, Perfect Moment hosted VIP ski trip with top models & influencers at Goldener Hirsch to amplify the partnership.
● Launched a product resale program, “Perfect Second Moment,” in partnership with leading luxury platform, Reflaunt. By facilitating the resale of pre-loved skiwear and accessories through Reflaunt’s technology, the program extends the longevity of Perfect Moment’s high-quality luxury items and builds upon the brand’s reputation for quality and durability.
Interest Expense
Interest expense for the nine months ended December 31. 2024 was $1,241 compared to $1,169 for the three months ended December 31, 2023. The increase in interest expense was primarily driven by an increase in borrowings from advances on future receipts.
Foreign currency transactions gains (losses)
Foreign currency transactions decreased unfavourably by $602, from a gain of $473 for the nine months ended December 31, 2023 to a loss of $129 for the nine months ended December 31, 2024, mainly driven by fluctuations in the U.S. dollar to the U.K. pound sterling exchange rate.
Foreign currency translation gains (losses)
Foreign currency translation gains (losses) result from the process of translating the financial statements of our foreign entities’ functional currency into USD. Foreign currency translation losses decreased by $386, from $407 for the nine months ended December 31, 2023 to $21 for the nine months ended December 31, 2024, mainly driven by fluctuations in the U.S. dollar to the U.K. pound sterling exchange rate.
Use of Non-GAAP Measures - Adjusted EBITDA
In addition to our results under generally accepted accounted principles (“GAAP”), we present Adjusted EBITDA as a supplemental measure of our performance. However, Adjusted EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We define Adjusted EBITDA as net income (loss), plus interest expense, depreciation and amortization, stock-based compensation, financing costs and changes in fair value of derivative liability.
Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations in that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
| For the Three months Ended | For the Nine months ended | |||||||||||||||
| December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | |||||||||||||
| Net (loss) income, as reported | $ | (2,482 | ) | $ | 1,204 | $ | (8,614 | ) | $ | (2,980 | ) | |||||
| Adjustments: | ||||||||||||||||
| Interest expense | 1,046 | 403 | 1,241 | 1,169 | ||||||||||||
| Stock compensation expense | 386 | 4 | 1,098 | 18 | ||||||||||||
| Amortization of pre-paid marketing and services | 308 | - | 419 | 185 | ||||||||||||
| Depreciation and amortization | 71 | 138 | 282 | 437 | ||||||||||||
| Total EBITDA adjustments | 1,811 | 545 | 3,040 | 1,809 | ||||||||||||
| Adjusted EBITDA | $ | (671 | ) | $ | 1,749 | $ | (5,574 | ) | $ | (1,171 | ) | |||||
The $2,420 decrease in adjusted EBITDA for the three months ended December 31, 2024 compared to the same period in 2023, is primarily attributed to unfavorable currency transactions totaling $1,021, an increase in stock compensation expense and amortization of pre-paid services performed for equity totaling $690, increased legal and professional fees of $620 related to incremental public company costs, an increase in people costs to support growth initiatives totaling $344 and an increase in retail development and planning costs of $273 to support new retail locations, all offset by lower marketing and advertising of $445.
The $4,403 decrease in Adjusted EBITDA for the nine months ended December 31, 2024 compared to the same period in 2023, is primarily attributed to lower margin of $1,569 primarily attributed to a collaboration with Hugo Boss that ended in FY24, an increase in stock compensation expense and amortization of pre-paid services performed for equity totaling $1,315, increased legal and professional fees of $966 related to incremental public company costs and the ASC litigation, an increase in people costs to support growth initiatives totaling $747, unfavorable currency transactions totaling $602, and an increase in retail development and planning costs of $273 to support new retail locations, all offset by lower marketing and advertising of $889.
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We present adjusted EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA in developing our internal budgets, forecasts, and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; and in making compensation decisions and in communications with our board of directors concerning our financial performance. Adjusted EBITDA has limitations as an analytical tool, which includes, among others, the following:
| ● | Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; | |
| ● | Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; | |
| ● | Adjusted EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and | |
| ● | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and the Adjusted EBITDA does not reflect any cash requirements for such replacements. |
Seasonality and Quarterly Trends
Our business is seasonal with revenue concentrated in northern hemisphere countries. Revenue is elevated in the quarters ending September 30, December 31 and March 31 driven by sales of ski and outerwear through the fall and winter months. Our growth rate fluctuates quarter-on-quarter as a result of the seasonality of our business. We expect this fluctuation to continue. In addition to seasonality, quarter-on-quarter results are expected to be impacted by the timing of goods production and delivery, promotional activities and the addition of new products and geographies as the business grows. The business is also subject to the impact of economic cycles that influence retail apparel trends.
Liquidity and Capital Resources
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 December 31, 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 $8,614 for the nine months ended December 31, 2024 and used cash in operations of $8,780 during the period. As of December 31, 2024, the Company had an accumulated deficit of $57,591. Also, we have accrued approximately $1,143 of delinquent payroll taxes.
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 | |
| ● | Cost-reduction initiatives aimed at improving operational efficiency and preserving liquidity | |
| ● | 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.
As of December 31, 2024, we had cash and cash equivalents of $2,772, restricted cash of $1,351 and an accumulated deficit of $57,591. Historically, Perfect Moment has generated negative cash flows from operations and has primarily financed its operations through private and public sales of equity securities, debt and working capital finance. Overall, cash and cash equivalents and restricted cash, in aggregate, decreased by $3,787 million, from $7,910 million as of March 31, 2024 to $4,123 million as of December 31, 2024.
The Company, through PMA, has a trade finance facility extended on goods for which letters of credit are issued to the Company’s suppliers by HSBC. As of December 31, 2024 and March 31, 2024 the Company had an trade finance facility limit of $2,700 and $5,000 respectively.
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 3.3%.
As of December 31, 2024 and March 31, 2024 the outstanding balance under the trade finance facility was $2,703 and $0 respectively. As of December 31, 2024 and March 31, 2024, there were no outstanding pledged letters of credit by HSBC. As of December 31, 2024 , total pledged letters of credit and trade loans sum to $2,703, which was secured by a charge of $1,351, held as restricted cash held with HSBC. The trade finance facility is also secured by a guarantee by Perfect Moment Ltd. in the amount of $2.0 million.
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We expect operating losses and negative cash flows from operations to continue into the foreseeable future as we continue to invest in growing our business and expanding our infrastructure. Our primary uses of cash include personnel and marketing expenditures, inventory, capital investment and expenditures in technology and incremental expenses arising from distribution center operating costs to support our operations and our growth.
As of December 31, 2024, our cash and cash equivalents and restricted cash are mainly held in U.S. dollar, U.K. pound sterling, Hong Kong dollar, and euro cash accounts with high credit quality financial institutions. As a result of the seasonality of our business, we typically draw down on our trade finance facilities during summer, fall and early winter to meet a large proportion of the cost of goods associated with the manufacture of our fall/winter collection. Trade finance and debt factoring facilities support our working capital cycle through to the late fall/winter season when wholesale receivables are paid and ecommerce revenues increase.
Our ability to fund inventory, capital expenditures, and growth will depend on our ability to generate cash in the future. Our future ability to generate cash from operations is, to a certain extent, subject to general economic, financial, competitive, regulatory and other conditions. Based on our current level of operations, we believe our existing cash balances and expected cash flows from operations, alongside the continuance of our existing financing arrangements, will be sufficient to meet our operating requirements for at least the next 6 months, excluding financing to support production (i.e. timing of working capital). We may seek additional or alternative debt and equity financing to that set out above. If we raise equity financing, our shareholders may experience significant dilution of their ownership interests. If we conduct additional debt financing, the terms of such debt financing may be similar or more restrictive that the terms of our current financing arrangements and we would have additional debt service obligations. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be harmed. See the sections set forth in our other filings with the Securities and Exchange Commission, including the Form 10-K, titled “Risk Factors – Risks Related to Ownership of Our Common Stock – Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our 2021 Equity Incentive Plan, could result in additional dilution of the percentage ownership of our stockholders” and “Risk Factors – Risks Related to Our Business, Our Brand, Our Products and Our Industry – We have a history of losses, expect to continue to incur losses in the near term and may not achieve or sustain profitability in the future, and as a result, our management has identified and our auditors reported that there is a substantial doubt about our ability to continue as a going concern.”
The report of our independent registered public accounting firm that accompanies our audited consolidated financial statements for the fiscal years ended March 31, 2024 and March 31, 2023, includes a going concern explanatory paragraph in which such firm expressed that there is substantial doubt about our ability to continue as a going concern. Our consolidated financial statements contained in this Quarterly Report do not include any adjustments that might result if we are unable to continue as a going concern. If we are unable to continue as a going concern, holders of our securities might lose their entire investment. As discussed above, although we plan to attempt to raise additional capital through one or more private placements or public offerings, the doubts raised relating to our ability to continue as a going concern may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital and may cause us to be unable to continue to operate our business.
The following table shows summary consolidated cash flow information for the periods presented:
| Nine months ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Consolidated statement of cash flow data: | ||||||||
| Net cash used in operating activities | $ | (8,780 | ) | $ | (3,078 | ) | ||
| Net cash used in investing activities | (287 | ) | (194 | ) | ||||
| Net cash provided by financing activities | $ | 5,321 | $ | 2,229 | ||||
Cash Flows from Operating Activities
During the nine months ended December 31, 2024, operating activities used $8,780 in cash and cash equivalents and restricted cash, primarily resulting from a net loss of $8,614, an adjustment to add back non-cash charges of $2,827 and a net cash outflow from changes in operating assets and liabilities of $2,993. Net cash used by changes in operating assets and liabilities during the nine months ended December 31, 2024 consisted primarily outflows of cash from a $2,039 increase in inventory, a $1,740 increase in accounts receivable, offset by a cash inflows as a result of a $721 increase in accrued expenses.
During the nine months ended December 31, 2023, operating activities used $3,078 in cash and cash equivalents and restricted cash, primarily resulting from a net loss of $2,980, an adjustment to add back non-cash charges of $1,950 and a net cash outflow from changes in operating assets and liabilities of $2,048. Net cash used by changes in operating assets and liabilities during the nine months ended December 31, 2023 consisted primarily of an inflow of cash from a $1,537 increase in accrued expenses, a $704 increase in trade payables, offset by a cash outflow as a result of a $2,571 increase in accounts receivable and an $1,822 increase in inventories.
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Cash Flows from Investing Activities
Cash used in investing activities was $287 in the nine months ended December 31, 2024 and $194 in the nine months ended December 31, 2023, an increase of $93, primarily due to an increase in software integration costs.
Cash Flows from Financing Activities
Net cash obtained from financing activities during the nine months ended December 31, 2024 was $5,321 primarily attributed to $4,604 of net proceeds from short term borrowings, $2,849 of net proceeds from trade finance facilities, and $2,000 of net proceeds related to a convertible note, all offset by $3,846 repayment of short term borrowings.
Net cash obtained from financing activities during the nine months ended December 31, 2023 was $2,229 mainly attributed to $2,179 net proceeds from the issuance of common shares and $1,847 in net proceeds from trade finance facilities, offset by $923 in deferred offering costs and $874 in repayment of trade finance facilities.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of those consolidated financial statements requires our management to make judgments and estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported revenue generated, and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of asset and liabilities that are not readily apparent from other sources. Significant estimates inherent in the preparation of the 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; accounting for income taxes 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.
We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgements and estimates.
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 consists 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.
We estimate returns on an ongoing basis to estimate the consideration from the customer that we expect to ultimately receive. Consideration in determining our estimates for returns may include agreements with customers, the Company’s return policy and historical and current trends. We record the returns as a reduction to net sales in our consolidated statements of operations and the recognition of a provision for returns within accrued expenses in our consolidated balance sheets and the estimated value of inventory expected to be returned as an adjustment to inventories, net.
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Revenue is comprised of direct-to-consumer ecommerce revenue through the Company’s website and revenue related to wholesalers.
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 (“inco-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.
The Company’s business is significantly affected by the pattern of seasonality common to most retail apparel businesses. Historically, the Company has recognized a significant portion of its revenue in the fourth fiscal quarter of each year as a result of increased net revenue during the ski season.
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.
Inventories
Inventories, consisting of finished goods, inventories in transit, and raw materials, are initially recognized at cost and subsequently measured at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis and is comprised of all costs of purchases, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.
The Company periodically reviews its inventories and makes a provision as necessary to appropriately value goods that are obsolete, have quality issues, or are damaged. The amount of the provision is equal to the difference between the cost of the inventory and its net realizable value based upon assumptions about product quality, damages, future demand, selling prices, and market conditions. If changes in market conditions result in reductions in the estimated net realizable value of its inventory below its previous estimate, the Company would increase its provision in the period in which it made such a determination.
In addition, the Company provides for inventory shrinkage based on historical trends from actual physical inventory counts. Inventory shrinkage estimates are made to reduce the inventory value for lost or stolen items. The Company performs a physical inventory at least count once a year and adjusts the shrinkage reserve accordingly.
Stock-based compensation
The Company maintains 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 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.
The Company accounts for such awards based on 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. 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 is privately held and does 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 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 zero.
Recent Accounting Pronouncements
For recent accounting pronouncements, see Note 2 of our unaudited condensed consolidated financial statements included in this report.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks in the ordinary course of our business. These risk primarily include:
Interest rate risk
The fair value of our cash equivalents, held primarily in cash deposits, have not been significantly impacted by increases or decreases in interest rates to date, due to the short term nature of these instruments. The interest expense associated with our letter of credit trade finance facility and debt factoring facilities are composed of a fixed spread over HIBOR or SOFR. The fee associated with revenue financing is fixed and the interest rate on our convertible bridge loan is accrued at a fixed rate also. We are exposed to interest rate risk where the interest expense associated with our financing arrangements is depending upon HIBOR or SOFR, a floating reference rate, or in the event that the fixed interest rate associated with our financing arrangements is increased upon roll-over of the financing arrangement at its contractual maturity. Fluctuations in interest rates have not been significant to date.
Inflation risk
We are beginning to observe increases in our costs of goods sold, in particular, transportation costs. If these cost increases are sustained and we become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability to do so could harm our business, results of operations or financial condition.
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Foreign exchange risk
To date, revenue has primarily been generated in U.S. dollar, U.K. pound sterling and euro. As a result, our revenue may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in U.K. pound sterling and euros relative to the U.S. dollar. Our foreign exchange risk is less pronounced for our cost of sales as to our cost of goods sold being predominantly U.S. dollar denominated. Our selling, general and administrative expenses are primarily made up of U.S. dollar, Hong Kong dollar, U.K. pound sterling and euro amounts. Although a portion of our non-U.S. dollar costs offset non-U.S. dollar revenue, a currency mismatch arises as to the amount and timing of our different currency cash flows. To date, we have not hedged our foreign currency exposure. We will continue to monitor the impact of foreign exchange risk and review whether to implement a hedging strategy to minimize this risk in future accounting periods. Hedging strategies where implemented are unlikely to completely mitigate this risk. To the extent that foreign exchange risk is not hedged it may result in harm to our business, results of operations and financial condition.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4 - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d- 15(e) under the Exchange Act) as of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2024.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of Controls
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.
These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
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PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
For information regarding legal proceedings, refer to Note 13, “Commitments and Contingencies” of the Notes to our Condensed Consolidated Financial Statements, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in “Part I, Item 1A. Risk Factors” in the Form 10-K. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
As of the date of this Quarterly Report, there were no material changes to the risks and uncertainties described in the section titled “Risk Factors” in Part I, Item 1A of the Form 10-K for our fiscal year ended March 31, 2024.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the nine months ended December 31, 2024, the Company issued 615,241 shares of restricted common stock to vendors for services rendered and to be rendered with a fair value of $681. These shares of common stock were valued based on the market value of the Company’s common stock price at the issuance date or the date the Company entered into the agreement related to the issuance. During the nine months ended December 31, 2024 the Company amortized $419 of the value of the shares as the services were rendered and $262 of the remaining fair value of the shares was included as a prepaid asset as of December 31, 2024.
Subsequent to December 31, 2024, the Company issued 338,861 shares of common stock to vendors for services rendered and to be rendered with a fair value of $288. These shares of common stock were valued based on the market value of the Company’s common stock price at the issuance date or the date the Company entered into the agreement related to the issuance.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5 - OTHER INFORMATION
Insider Trading Arrangements
During
the quarter ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange
Act)
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ITEM 6 - EXHIBITS
The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q, or are incorporated herein by reference, in each case as indicated below.
* The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of Perfect Moment Ltd. under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PERFECT MOMENT LTD. | ||
| Date: February 14, 2025 | By: | /s/ Jane Gottschalk |
| Jane Gottschalk | ||
President | ||
| Date: February 14, 2025 | By: | /s/ Chath Weerasinghe |
| Chath Weerasinghe | ||
Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer) | ||
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