Perfect Moment Ltd. 10-Q

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview Perfect Moment is a luxury lifestyle brand that combines fashion and technical performance for its ranges of skiwear, outerwear, swimwear and activewear. 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 60 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 revenue for the nine months ended December 31, 2023 was $19,602 compared to $19,426 for the nine months ended December 31, 2022, an increase of $176 or 1%. The increase is primarily attributed to an increase in ecommerce revenue of $1,266 or 28% versus the prior year. The increase in ecommerce is attributed to enhanced brand awareness and the Company’s focus on ecommerce. The overall increase is offset by a decrease in wholesale revenue of $1,090 or 7%. The decrease is attributed to significantly higher purchases in fiscal year 2023 due to the post Covid rebound. Total revenue for the three months ended December 31, 2023 was $12,726 compared to $16,146 for the three months ended December 31, 2022, a decrease of $3,420 or 21%. The decrease is primarily attributed to the fact we recognized a significant amount of wholesale revenue in the second quarter related to early shipments of our fall and winter collections that was recognized in the third quarter last year. For the six months ended September 30, 2023, our wholesale revenue was up $3,009 or 165% versus the six months ended September 30, 2022. In addition to timing of shipment and revenue recognition, our wholesale accounts had significantly higher purchases in fiscal year 2023 due to the post Covid rebound. The decrease is offset by an increase in ecommerce revenue of $707 or 23% versus the prior year. The increase in ecommerce is attributed to enhanced brand awareness and the Company’s focus on ecommerce. Ecommerce The Company has deployed strategies across the entire sales and marketing funnel as we focus on building a direct relationship with our customer, which we believe is an important step of following our customer from the ski slopes, to après, to the chalet, and eventually home expanding our product offering across all seasons. We remain one of the most followed luxury ski brands globally and increased our followers across all social media platforms (Instagram, Facebook (Meta) and TikTok) by 18% from March 31, 2023 through March 20, 2024. 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. For the nine months ended December 31, 2023, our digital strategies have aligned our customer with the expectations of a luxury brand allowing us to reach new milestones. Our focus for fiscal 2024 was to drive full price retail by reducing the number of products on discount and shortening our discount windows. The strategy was deployed throughout the year including Black Friday where we discounted a smaller product range than in prior years while providing our customers with a balance between full price and promotional items. The result was our biggest Black Friday as we delivered $1,833 of sales a 52% increase versus the prior year, while achieving higher margins. 24 Gross Profit and Margin Our gross profit for the nine months ended December 31, 2023 was $7,636 compared to $7,101 for the nine months ended December 31, 2022, an increase of $535 or 8%. Our gross margins were 39.0% compared to 36.6% in the prior year. The increases are driven by less discounting and fewer discount windows plus the addition of Global-e as a logistic partner. Our gross profit for the three months ended December 31, 2023 was $4,866 compared to $6,202 for the three months ended December 31, 2022, a decrease of $1,336 or 22%. Our gross margins were 38.2% and virtually flat compared to the 38.4% achieved in the prior year. The decrease in gross profit is primarily attributed to the early shipment of wholesale orders as the margin was recognized in Q2 in the current year compared to Q3 last year. The fact margins remained virtually flat considering the decrease in higher margin wholesale revenue is attributed to our strategic shift in ecommerce sales where we lowered the number of products discounted, while maintaining full prices on our core products in the three months ended December 31, 2023 compared to same period in the prior year. Improving our gross margins in ecommerce has been a focus in fiscal year 2024, with anticipated improvements to our gross margins in fiscal year 2025. Currently, all ecommerce orders are 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 are paying duties at full retail and not at a transfer price. We plan on opening third party operated distribution centers in key markets to lower our duty costs. The local distribution centers will improve our customer experience, lower our duty cost plus reduce outbound and return shipping cost. Our first third party distribution center outside of the United Kingdom will be in the United States. Summary of Key Strategies to Improve Margin ● Shift towards direct-to-consumer revenue (such as ecommerce and physical retail) . We expect that reducing our focus on wholesale from a two-thirds share of sales to 40% over time would result in a double-digit percentage point improvement in our gross margin. ● 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: 25 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 grow 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 e-commerce 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. 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 5 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, 2023, 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. 26 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 1,000 ski resorts to be open by 2030, according to reports by Daxue Consulting and Capital Mind. We plan to enter the Chinese market directly in 2024 on Tmall, using local partners to operate, with a digital approach to selling. We are forecasting running 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. We 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 5 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 in order 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 surfwear, 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. 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, 2023 and the nine months ended December 31, 2023, we have restructured and invested in our design, product development, merchandizing and production teams to create a pathway to execute on this underpinning strategy. We expect the first products resulting from this investment to launch in the summer of 2024. We plan to then gradually increase our product offering as we evaluate demand, supply and profitability. 27 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 online offering and wholesale network. As part of our growth strategy, we believe opening directly operated stores in strategically selected major cities and pop-up stores in strategic ski resorts and high-traffic city locations would provide an excellent opportunity to generate sales in key locations, providing a luxury in-store experience, reflecting the character of the brand and providing an experiential contact point for customers. As our product range expands, we see the potential to further grow our community with a physical presence by opening directly operated stores. We already have 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 pop-up locations. We evaluate each potential store location based on lease availability and projected viability, and plan to open popups in the fiscal year ending March 31, 2025 and year-round stores beginning the fiscal year ending March 31, 2026. 28 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, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Europe (excluding United Kingdom) $ 4,801 38% $ 5,415 34% $ 6,833 35% $ 6,456 33% United States 4,743 37% 7,128 44% 8,189 42% 8,343 43% United Kingdom 2,402 19% 2,752 17% 3,467 18% 3,491 18% Rest of the World 780 6% 851 5% 1,113 5% 1,136 6% Total Revenues $ 12,726 $ 16,146 $ 19,602 $ 19,426 The change in United States revenue as a percentage of total revenue is primarily due to a significant amount of wholesale revenue in the second quarter related to early shipments of our fall and winter collections. Supplier concentration For the three months ended December 31, 2023 and 2022, the largest single supplier of manufactured goods, Everich Garments Group Ltd., produced 92% and 83%, respectively, of the Company’s products. For the three months ended December 31, 2023 and 2022, there were no fabric purchases. For the nine months ended December 31, 2023 and 2022, the largest single supplier of manufactured goods, Everich Garments Group Ltd., produced 75% and 72%, respectively, of the Company’s products. For the nine months ended December 31, 2023 and 2022, the largest fabric supplier, Toray International Inc., supplied 63% and 54%, respectively, of the fabric used to manufacture the Company’s products. 29 Customer concentration 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 approximately $0 as of December 31, 2023, and $41 as of March 31, 2023. For the three and nine months ended December 31, 2022, we had one major customer, which accounted for approximately 17% or $2,786 of total revenue and 14% or $2,786 of total revenue, respectively. The related accounts receivable balance for this customer was approximately $41 as of December 31, 2022, and $0 as of March 31, 2022. 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, 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) (Amounts in thousands, except percentages) Key Financial Measures Net revenue Wholesale $ 8,974 $ 13,101 $ 13,827 $ 14,917 Ecommerce 3,752 3,045 5,775 4,509 Total net revenue 12,726 16,146 19,602 19,426 Gross profit 4,866 6,202 7,636 7,101 Gross margin (1) 38 % 38 % 39 % 37 % Loss from operations 728 2,320 (2,284 ) (5,970 ) Net loss $ 1,204 $ 3,267 $ (2,980 ) $ (7,838 ) Adjusted EBITDA (2) $ 1,749 $ 4,074 $ (1,171 ) $ (1,016 ) (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, 2023 as Compared to the Three Months Ended December 31, 2022 The following is a comparison of our results of operations for the three months ended December 31, 2023 and 2022. Three months ended December 31, 2023 2022 Change (Amounts in thousands) Statements of operations data: Net revenue Wholesale $ 8,974 $ 13,101 $ (4,127 ) Ecommerce 3,752 3,045 707 Total Revenue 12,726 16,146 (3,420 ) Cost of goods sold (7,860 ) (9,944 ) 2,084 Gross profit 4,866 6,202 (1,336 ) Operating expenses Selling, general and administrative expenses (2,659 ) (2,442 ) (217 ) Marketing and advertising expenses (1,479 ) (1,440 ) (39 ) Total operating expenses (4,138 ) (3,882 ) (256 ) Income from operations 728 2,320 (1,592 ) Interest expense (403 ) (489 ) 86 Foreign currency transactions gains 879 1,436 (557 ) Net income 1,204 3,267 (2,063 ) Other comprehensive gains Foreign currency translation losses (758 ) (923 ) 165 Comprehensive income/(loss) $ 446 $ 2,344 $ (1,898 ) 30 Revenue Total revenue for the three months ended December 31, 2023 was $12,726 compared to $16,146 for the three months ended December 31, 2022, a decrease of $3,420 or 21%. The decrease is primarily attributed to recognizing a significant amount of wholesale revenue in the second quarter related to early shipments of our fall and winter collections. For the six months ended September 30, 2023, our wholesale revenue was up $3,009 or 165% versus the six months ended September 30, 2022. In addition to the timing of revenue recognition, our wholesale accounts had significantly higher purchases in fiscal year 2022 due to the post Covid rebound. The additional purchases created lower sell through impacting fiscal 2023 orders. The decrease is offset by an increase in ecommerce revenue of $707 or 23% versus the prior year. The increase in ecommerce is attributed to our continued focus of enhancing brand awareness to drive ecommerce sales, which led to our biggest Black Friday in the Company’s history. Cost of goods sold Cost of goods sold for the three months ended December 31, 2023 was $7,860 compared to $9,944 for the three months ended December 31, 2022, a decrease of $2,084 or 21%. 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, 2023 was $4,866 compared to $6,202 for the three months ended December 31, 2022, a decrease of $1,336 or 22%. The decrease in gross profit is primarily attributed to the early shipment of wholesale orders as the margin was recognized in Q2 in the current year compared to Q3 last year. Our gross margins were 38.2% and virtually flat compared to the 38.4% in the prior year. The fact margins remained virtually flat considering the decrease in higher margin wholesale revenue is attributed to our strategic shift in ecommerce sales where we lowered the number of products discounted, while maintaining full prices on our core products in the three months ended December 31, 2023 compared to same period in the prior year. 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 and other selling, general and administrative expenses, including IT, property related expenses, travel and product sample costs. SG&A expenses for the three months ended December 31, 2023 were $2,659 compared to $2,442 for the three months ended December 31, 2022, an increase of $217 or 9%. The increase is primarily attributed to prior year restructuring costs of $657, offset by increases in labor of $252 to support growth and the fact the new management team started at various points of the third quarter, one-off costs to get the company public of $212, and increased travel of $197 due to lower travel in the prior year coming out of COVID-19. Marketing and advertising expense Marketing and advertising expenses for the three months ended December 31, 2023 were $1,479 compared to $1,440 for the three months ended December 31, 2022, an increase of $39 or 3%. The increase is primarily attributed to investments in brand awareness to drive ecommerce revenues and wholesale sell-through, which included a collaboration with Soho House & Co., a global hotel chain and group of private clubs, who have over 1.4 million Instagram followers and over 237,000 members drawn from the media, arts and fashion industries. All offset by decreases in amortization of pre-paid marketing. Marketing and Brand Highlights ● The total social audience reached by content posted by U.S. and U.K. key opinion leaders (KOLs) 1 about Perfect Moment was more than 166.8 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 in the U.S. and U.K. ● The total number of global unique visitors per month (UVPM) reached more than 4 billion during the quarter. This is the combined sum of UVPM reached by all global digital media coverage achieved during the quarter. ● Hosted several brand events across the U.S. and Europe that included top fashion models and social media influencers with collective reach of more than 66.8 million followers. ● Received broad media coverage during the quarter, including features in both US and British Vogue, Condé Nast Traveler, Esquire, Town & Country, Travel & Leisure, Evening Standard, WWD, GQ and Rolling Stone, and accolades from Harper’s BAZAAR, NY Magazine, Forbes, Esquire, ELLE, Glamor, and Haute Living Magazine (LA and Miami). ● Featured on the front cover of Modern Luxury Aspen’s Holiday 2023/Winter 2024 issue, featuring model Kate Love wearing exclusively Perfect Moment. Included an eight-page fashion feature with Kate Love styled in Perfect Moment’s autumn/winter 2023 (AW23) collection, and a two-page profile feature with Jane Gottschalk our Chief Creative Officer. As the top luxury fashion publication in Aspen, Modern Luxury Aspen has 50,000 print subscribers and more than 1.1 million digital readers per month. Note 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. Foreign currency transactions gains (losses) Foreign currency transactions gains decreased by $557, from $1,436 for the three months ended December 31, 2022 to $879 for the three months ended December 31, 2023, 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 $165, from $923 for the three months ended December 31, 2022 to $758 for the three months ended December 31, 2023, mainly driven by fluctuations in the U.S. dollar to the U.K. pound sterling exchange rate. 31 Nine Months Ended December 31, 2023 as Compared to the Nine Months Ended December 31, 2022 The following is a comparison of our results of operations for the Nine months ended December 31, 2023 and 2022. Nine months ended December 31, 2023 2022 Change (Amounts in thousands) Statements of operations data: Net revenue Wholesale $ 13,827 $ 14,917 $ (1,090 ) Ecommerce 5,775 4,509 1,266 Total Revenue 19,602 19,426 176 Cost of goods sold (11,966 ) (12,325 ) 359 Gross profit 7,636 7,101 535 Operating expenses Selling, general and administrative expenses (6,839 ) (9,762 ) 2,923 Marketing and advertising expenses (3,081 ) (3,309 ) 228 Total operating expenses (9,920 ) (13,071 ) 3,151 Loss from operations (2,284 ) (5,970 ) 3,686 Interest expense (1,169 ) (1,411 ) 242 Foreign currency transactions gains (losses) 473 (457 ) 930 Net loss (2,980 ) (7,838 ) 4,858 Other comprehensive gains Foreign currency translation (losses)/gains (407 ) 645 (1,052 ) Comprehensive loss $ (3,387 ) $ (7,193 ) $ 3,806 Revenue Total revenue for the nine months ended December 31, 2023 was $19,602 compared to $19,426 for the nine months ended December 31, 2022, an increase of $176 or 1%. The increase is primarily attributed to an increase in ecommerce revenue of $1,266 or 28% versus the prior year. The increase in ecommerce is attributed to enhanced brand awareness and the Company’s focus on ecommerce. The overall increase is offset by a decrease in wholesale revenue of $1,090 or 7%. The decrease is attributed to significantly higher purchases in fiscal year 2022 due to the post Covid rebound. The additional purchases created lower sell through impacting fiscal 2023 orders. For the nine months ended December 31, 2023, our digital strategies have aligned our customer with the expectations of a luxury brand allowing us to reach new milestones. Our focus for fiscal 2024 was to drive full price retail by reducing the number of products on discount and shortening our discount windows. The strategy was deployed for Black Friday where we discounted a smaller product range than in prior years while providing our customers with a balance between full price and promotional items. The result was our biggest Black Friday as we delivered $1,833 of sales a 52% versus the prior year, while achieving higher margins. Cost of goods sold Cost of goods sold for the nine months ended December 31, 2023 was $11,966 compared to $12,325 for the nine months ended December 31, 2022, a decrease of $359 or 3%. The change in cost of goods sold is primarily attributed to improvements in our supply chain and the addition of Global-e as a logistics partner. The shift in sales mix between wholesale (decrease of $1,090) and ecommerce (increase of $1,266) versus the prior year had a negative impact on cost of goods sold. Gross Profit and gross margin Our gross profit for the nine months ended December 31, 2023 was $7,636 compared to $7,101 for the nine months ended December 31, 2022, an increase of $535 or 8%. Our gross margins were 39% compared to 37% in the prior year. The increases in both gross profit and gross margin are primarily driven by less discounting and fewer discount windows plus the addition of Global-e as a logistic partner. Selling, general and administrative expenses (“SG&A”) SG&A expenses for the nine months ended December 31, 2023 were $6,839 compared to $9,762 for the nine months ended December 31, 2022, a decrease of $2,923 or 30%. The decrease is primarily attributed to lower stock compensation expense of $3,872, restructuring costs of $657, lower legal costs of $170, all offset by increases in labor of $539 to support growth and full run rate of new management team, increased travel of $248 due to lower travel in the prior year coming out of COVID-19, an increase in bad debt of $202, an increase in rent for our new offices to support growth of $192, an increase in audit and professional fees of $131, and one-off costs to get the company public of $124. 32 Marketing and advertising expense Marketing and advertising expenses for the nine months ended December 31, 2023 were $3,081 compared to $3,309 for the nine months ended December 31, 2022, a decrease of $228 or 7%. The decrease is primarily attributable to lower amortization of pre-paid marketing expense of $928, offset by investments in brand awareness to drive ecommerce revenues and wholesale sell-through, which included a collaboration with Soho House & Co., a global hotel chain and group of private clubs, who have over 1.4 million Instagram followers and over 237,000 members drawn from the media, arts and fashion industries. Foreign currency transactions gains (losses) Foreign currency transactions gains (losses) increased favorably by $930; a loss of $457 during the nine months ended December 31, 2022 to a gain of $473 during the nine months ended December 31, 2023, 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 gains (losses) decreased unfavorably by $1,052; a gain of $645 during the nine months ended December 31, 2022 to a loss of $407 during the nine months ended December 31, 2023, 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, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Net income / (loss), as reported $ 1,204 $ 3,267 $ (2,980 ) $ (7,838 ) Adjustments: Interest expense 403 489 1,169 1,411 Stock compensation expense 4 (191 ) 18 3,890 Amortization of pre-paid marketing - 371 185 1,113 Depreciation and amortization 138 138 437 408 Income tax benefit - - - - Total EBITDA adjustments 545 807 1,809 6,822 Adjusted EBITDA $ 1,749 $ 4,074 $ (1,171 ) $ (1,016 ) The $2,325 decrease in adjusted EBITDA for the three months ended December 31, 2023 compared to the same period in 2022, is primarily attributed to lower gross profit of $1,336 driven by the timing of wholesale shipments. We had significant Q2 shipments that were shipped in Q3 last year, lowering our gross profit on a comparative basis. We also incurred additional operating costs of $256 to support our growth and we incurred a negative change in foreign exchange of $557. The $155 decrease in Adjusted EBITDA for the nine months ended December 31, 2023 compared to the same period in 2022, was primarily driven by an increase in labor of $539 to support growth, investments in brand awareness to drive ecommerce revenues and wholesale sell-through, which included a collaboration with Soho House, increased travel of $339 due to lower travel in the prior year coming out of COVID-19, all offset by prior year restructuring of $657, and increase in gross margins of $535 driven by the Company’s margin initiatives. 33 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 December 31 and March 31 owing to sales of ski and outerwear through the fall and winter months. In the quarters ending June 30 and September 30 sales are driven by swimwear and activewear. 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 owing to 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. For the nine months ended December 31, 2023, we recognized a significant amount of wholesale revenue in the second quarter related to early shipments of our fall and winter collections. For the six months ended September 30, 2023, our wholesale revenue was up $3,009 or 165% versus the six months ended September 30, 2022. Liquidity and Capital Resources As of December 31, 2023, we had cash and cash equivalents of $3,370, restricted cash of $173 and an accumulated deficit of $43,235. Historically, Perfect Moment has generated negative cash flows from operations and has primarily financed its operations through private sales of equity securities, debt and working capital finance. Overall, cash and cash equivalents and restricted cash, in aggregate, decreased by $1,169 million, from $4,712 million as of March 31, 2023 to $3,543 million as of December 31, 2023. Subsequent to December 31, 2023, the Company generated net proceeds totaling $6,426 from the sale of our common stock as part of our initial public offering. The company’s pro forma cash position after the completion of IPO was $9,796. 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, 2023 and March 31, 2023, the outstanding balance under the trade finance facility was $999 and $26, respectively, and the Company had an available trade finance facility of $5.00 million. As of December 31, 2023, there was one outstanding pledged letter of credit by HSBC amounting to $173, however, the trade finance facility does not become the Company’s responsibility until the Company receives the manufactured clothing goods from suppliers. Once drawn, the company has 120 days credit on the 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%. The trade finance facility was originally secured by a standby documentary credit for $1.0 million from UBS Switzerland AG and a personal guarantee to the value of $4,000 from the Chairman of our board of directors, Max Gottschalk. The UBS standby documentary credit expired on April 30, 2023 and the facility was then secured by charge over cash deposits equal to the amount of the facility used at any given moment in time in addition to the aforementioned personal guarantee. On June 26, 2023, the UBS standby documentary credit was reinstated for $1,000, which standby documentary credit was secured by a guarantee from JGA. The UBS standby documentary credit was extended on November 26, 2023 through January 26, 2024 at a 10% interest rate. The JGA guarantee is in addition to the $4,000 personal guarantee of the trade finance facility by Mr. Gottschalk. The JGA guarantee accrues interest of between 8% and 10% per annum, payable by the Company. The interest charged for the nine months ended December 31, 2023 was $47. During the nine-month period ended December 31, 2023, the Company utilized $1,847 of borrowings under the facility, of which was $874 was repaid by December 31, 2023. The trade finance facility is also secured by a guarantee by Perfect Moment Ltd. in the amount of $2.0 million. 34 During May 2023 to August 2023, the Company issued and sold 409,050 shares of common stock to accredited investors in an equity financing at a purchase price of $6.00 per share for an aggregate consideration of $2,179, net of broker fees and expenses of approximately $275. The Company has issued an aggregate of 1,189,998 shares of its Series B convertible preferred stock, par value $0.0001 per share (the “Series B preferred stock”), between September 2022 and November 2022, at a purchase price of $5.00 per share, for net proceeds of $5,200, net of broker fees of 750. The Series B preferred stock is subject to mandatory conversion into common stock upon either an initial public offering or by vote or written consent of at least 66 2/3% holders of the outstanding shares of the Series B preferred stock without payment of additional consideration. The conversion rate will be determined by dividing the original issue price by the conversion price in effect at the time of conversion. The initial conversion price is set at $5.00 per share. On February 12, 2024, all outstanding shares of our Series B convertible preferred stock were automatically converted into 1,189,998 shares of common stock in connection with the closing of the initial public offering (see note 18). On March 15, 2021, the Company entered into a securities purchase agreement with accredited investors pursuant to which it issued 8% Secured Convertible Promissory Notes (also referred to herein as the “2021 Notes”) with an aggregate principal amount of $6.0 million (such financing, the “2021 Debt Financing”). During April to July 2022, further 8% Secured Convertible Promissory Notes (also referred to herein as the “2022 Notes” and, together with the 2021 Notes, the “Notes”), that rank pari passu to the original convertible debt financing, were issued to accredited investors with an aggregate principal amount of $4.00 million (such financing, the “2022 Debt Financing”). The maturity date for the Notes issued in the 2021 Debt Financing and the 2022 Debt Financing is February 15, 2024. The outstanding balance of the Notes will convert automatically upon the closing of a firm commitment underwritten public offering of our common stock with aggregate gross proceeds of at least $8.0 million and simultaneous listing on a national stock exchange (such transaction, a “Qualified IPO”), at a conversion price equal to 80% of the offering price to the public in such Qualified IPO. On February 12, 2024, $10,002 in principal amount plus accrued interest in the amount of $1,985 automatically converted into Company common stock, at 80% of the initial public offering price into an aggregate of 2,497,267 shares of common stock (see note 13). 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, 2023, 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. In connection with our 2021 Debt Financing and 2022 Debt Financing, we had covenants that limit the amount of indebtedness we may incur and the assets we may pledge. As of December 31, 2023, we were in compliance with such covenants. Subsequent to December 31, 2023, the 2021 Debt Financing and 2022 Debt Financing were automatically converted into common stock and those covenants terminated (see note 18) 35 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 18 months. 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 below 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 contains for the fiscal years ended March 31, 2023 and March 31, 2022, contained in our final prospectus for our IPO dated February 7, 2024, and filed with the SEC on February 9, 2024, 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 report and in that prospectus 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, 2023 2022 (Amounts in thousands) Consolidated statement of cash flow data: Net cash used in operating activities $ (3,078 ) $ (6,361 ) Net cash used in investing activities (194 ) (277 ) Net cash provided by financing activities $ 2,229 $ 10,154 Cash Flows from Operating Activities 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. During the nine months ended December 31, 2022, operating activities used $6,361 in cash and cash equivalents and restricted cash, primarily resulting from a net loss of $7,838, an adjustment to add back non-cash charges of $7,153 and a net cash outflow from changes in operating assets and liabilities of $5,676. Net cash used by changes in operating assets and liabilities during the nine months ended December 31, 2022 consisted primarily of an inflow of cash as a result of a $253 decrease in prepaid and other current assets and an increase of $165 in trade payables, offset by an outflow of cash as a result of a $4,667 increase in accounts receivable, a $1,094 increase in inventories, and a $259 decrease in unearned revenue. The movements being general timing of working capital receipts and payments. 36 Cash Flows from Investing Activities Cash used in investing activities was $194 in the nine months ended December 31, 2023 and $277 in the nine months ended December 31, 2022, a decrease of $83, primarily due to a reduction of software and website development capital expenditure. Cash Flows from Financing Activities 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. Net cash obtained from financing activities during the nine months ended December 31, 2022 was $10,154 primarily resulting from $5,200 net proceeds from the issuance of preferred shares, $4,132 in proceeds from trade finance facilities $2,709 in proceeds from debt financing transactions, and proceeds from other borrowings of $210, offset by $1,560 repayment of trade finance facilities and $537 repayment of shareholder loans. 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. 37 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. 38 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. We do not expect that interest rates will have a material impact on our results of operations, owing to the size and short term nature of the floating rate financing arrangements and the fixed rate nature of the convertible bridge loan that is expect to convert to equity before its contractual maturity on February 15, 2024. 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. 39 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 We are a smaller reporting company and are not required to provide the information otherwise required under this item.