UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One) | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
FOR THE QUARTERLY PERIOD ENDED
| OR |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number
(Exact name of registrant as specified in its charter) |
|
| |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
| ||
(Address of principal executive offices) |
| (Zip code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
None |
|
|
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 15, 2025, there were
LUVU BRANDS, INC.
TABLE OF CONTENTS
|
| |
|
| Page Number |
| ||
| Consolidated Balance Sheets – At March 31, 2025 (unaudited) and June 30, 2024 | 4 |
| ||
| 5 | |
|
|
|
| 6 | |
|
|
|
| 7 | |
|
| |
| 8 | |
|
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 | |
|
|
|
30 | ||
|
|
|
30 | ||
|
|
|
|
| |
|
|
|
31 | ||
|
|
|
31 | ||
|
|
|
31 | ||
|
|
|
31 | ||
|
|
|
31 | ||
|
|
|
31 | ||
|
|
|
32 | ||
|
|
|
33 | ||
Unless the context otherwise indicates, when used in this report, the terms the “Company,” “LUVU”, “we,” “us, “our” and similar terms refer to LUVU Brands, Inc. and the Company’s wholly owned subsidiaries, OneUp Innovations, Inc. (“OneUp”), and Foam Labs, Inc. (“Foam Labs”). The Company’s corporate website is www.LuvuBrands.com. Certain of the Company’s documents, its news releases and the Company’s filings with the U.S. Securities and Exchange Commission including financial statements are available on the Company’s corporate website.
Unless specifically set forth to the contrary, the information that appears on the Company’s websites or its various social media platforms is not part of this report.
| 2 |
| Table of Contents |
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
This report may contain forward-looking statements, which include statements that are predictive in nature, depend upon or refer to future events or conditions, and usually include words such as “expects,” “anticipates,” “intends,” “plan,” “believes,” “predicts”, “estimates” or similar expressions. In addition, any statement concerning future financial performance, ongoing business strategies or prospects and possible future actions are also forward-looking statements. Forward-looking statements are based upon current expectations and projections about future events and are subject to risks, uncertainties and the accuracy of assumptions concerning the Company, the performance of the industry in which they do business and economic and market factors, among other things. These forward-looking statements are not guarantees of future performance. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this report. Except to the extent required by federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
| 3 |
| Table of Contents |
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LUVU BRANDS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
|
| March 31, |
|
|
|
| ||
|
| 2025 |
|
| June 30, |
| ||
|
| (unaudited) |
|
| 2024 |
| ||
Assets: |
| (in thousands, except share data) |
| |||||
Current assets: |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ |
|
| $ |
| ||
Accounts receivable, net of allowance for doubtful accounts and allowance for discounts and returns of $ |
|
|
|
|
|
| ||
Inventories, net of allowance for inventory reserve of $ |
|
|
|
|
|
| ||
Other current assets |
|
|
|
|
|
| ||
Total current assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Equipment, property and leasehold improvements, net |
|
|
|
|
|
| ||
Finance lease assets |
|
|
|
|
|
| ||
Operating lease assets |
|
|
|
|
|
| ||
Other assets |
|
|
|
|
|
| ||
Total assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Liabilities and stockholders’ equity: |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
| $ |
|
| $ |
| ||
Current debt |
|
|
|
|
|
| ||
Other accrued liabilities |
|
|
|
|
|
| ||
Operating lease liability |
|
|
|
|
|
| ||
Total current liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Noncurrent liabilities: |
|
|
|
|
|
|
|
|
Deferred Tax Liability |
|
|
|
|
|
| ||
Long-term debt |
|
|
|
|
|
| ||
Long-term operating lease liability |
|
|
|
|
|
| ||
Total noncurrent liabilities |
|
|
|
|
|
| ||
Total liabilities |
|
|
|
|
|
| ||
Commitments and contingencies (See Note 13) |
|
|
|
|
|
| ||
Stockholders’ equity (deficit): |
|
|
|
|
|
|
|
|
Preferred stock, |
|
|
|
|
|
| ||
Series A Convertible Preferred stock, |
|
|
|
|
|
| ||
Common stock, $ |
|
|
|
|
|
| ||
Additional paid-in capital |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Total stockholders’ equity |
|
|
|
|
|
| ||
Total liabilities and stockholders’ equity |
| $ |
|
| $ |
| ||
See accompanying notes to unaudited consolidated financial statements.
| 4 |
| Table of Contents |
LUVU BRANDS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(unaudited)
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| March 31, |
|
| March 31, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
|
| (in thousands, except share data) |
|
| (in thousands, except share data) |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net Sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cost of goods sold (excluding depreciation expense presented below) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising and promotion |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other selling and marketing |
|
|
|
|
|
|
|
|
|
|
|
| ||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating income/(loss) |
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense and financing costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total other income (expense) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Loss from operations before income taxes |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||
Net Loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Shares used in calculation of net loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
See accompanying notes to unaudited consolidated financial statements.
| 5 |
| Table of Contents |
Luvu Brands, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the Nine Months ended March 31, 2025 and March 31, 2024 (unaudited)
|
| Series A Preferred Stock |
|
| Common Stock |
|
| Additional Paid-in |
|
| Accumulated |
|
| Total Stockholders' Equity |
| |||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| (Deficit) |
| |||||||
|
| (in thousands, except share data) |
| |||||||||||||||||||||||||
Ending balance, June 30, 2023 |
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Stock option exercises |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Ending balance, March 31, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance, June 30, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
Stock-based compensation expense |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Stock option exercises |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Ending balance, March 31, 2025 |
|
|
|
| $ | 0 |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||||
For the Three Months ended March 31, 2025 and March 31, 2024 (unaudited)
|
| Series A Preferred Stock |
|
| Common Stock |
|
| Additional Paid-in |
|
| Accumulated |
|
| Total Stockholders' Equity |
| |||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| (Deficit) |
| |||||||
|
| (in thousands, except share data) |
| |||||||||||||||||||||||||
Ending balance, December 31, 2023 |
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Stock option exercises |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Ending balance, March 31, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ | 6,245 |
|
| $ | (3,980 | ) |
| $ |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance, December 31, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
Stock-based compensation expense |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Stock option exercises |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Ending balance, March 31, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||
See accompanying notes to unaudited consolidated financial statements.
| 6 |
| Table of Contents |
LUVU BRANDS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited)
|
| Nine Months Ended |
| |||||
|
| March 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
| (in thousands) |
| |||||
OPERATING ACTIVITIES: |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
| ||
Stock-based compensation expense |
|
|
|
|
|
| ||
Loss on sale of fixed asset |
|
|
|
|
|
| ||
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
| ( | ) |
|
| ( | ) |
Inventory |
|
| ( | ) |
|
|
| |
Prepaid expenses and other assets |
|
|
|
|
| ( | ) | |
Accounts payable |
|
|
|
|
| ( | ) | |
Accrued expenses and interest |
|
|
|
|
|
| ||
Operating lease liability |
|
| ( | ) |
|
| ( | ) |
Amortization of operating lease asset |
|
|
|
|
|
| ||
Net cash provided by operating activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Investment in equipment, software and leasehold improvements |
|
| ( | ) |
|
| ( | ) |
Net cash used in investing activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Borrowing (repayment) under revolving line of credit |
|
| ( | ) |
|
|
| |
Proceeds from unsecured line of credit |
|
|
|
|
| ( | ) | |
Proceeds from unsecured notes payable |
|
|
|
|
|
| ||
Repayment of unsecured notes payable |
|
| ( | ) |
|
| ( | ) |
Payments on equipment notes |
|
| ( | ) |
|
| ( | ) |
Principal payments on finance leases |
|
| ( | ) |
|
| ( | ) |
Net cash used in financing activities |
|
| ( | ) |
|
| ( | ) |
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
|
| ||
Cash and cash equivalents at beginning of period |
|
|
|
|
|
| ||
Cash and cash equivalents at end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information: |
|
|
|
|
|
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
|
|
Interest |
| $ |
|
| $ |
| ||
See accompanying notes to unaudited consolidated financial statements.
| 7 |
| Table of Contents |
NOTE 1. ORGANIZATION AND NATURE OF BUSINESS
Luvu Brands, Inc. (the “Company” or “Luvu”) was incorporated in the State of Florida on February 25, 1999. References to the Company in these notes include the Company and its wholly owned subsidiaries, OneUp Innovations, Inc. (“OneUp”), and Foam Labs, Inc. (“Foam Labs”). All operations of the Company are currently conducted by OneUp.
The Company is an Atlanta, Georgia based designer, manufacturer and marketer of a portfolio of consumer lifestyle brands including:
| ■ | JAXX-a diverse range of convertible daybeds, headboard panels, outdoor soft seating and bean bags made from repurposed polyurethane foam trim. |
| ■ | AVANA-products for yoga exercise, sleep comfort and inclined bed therapy. |
| ■ | LIBERATOR-transformable chaises and specially designed pillows and props for enhancing sexual performance. |
| ■ | FOAMLABS-private label Jaxx products and contract manufacturing for hospitality, school, furniture mass market and beyond. |
These products are sold through the Company’s websites, online mass merchants and retail stores worldwide. Many of our products are offered flat-packed and either roll or vacuum compressed to save on shipping and reduce our carbon footprint.
Sales are generated through internet and print advertisements and social marketing. We have a diversified customer base with only one customer accounting for
The accompanying unaudited consolidated financial statements of the Company and all of its wholly-owned subsidiaries included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles of the United States of America ("GAAP") have been or omitted pursuant to applicable rules and regulations. In the opinion of management, all normal recurring adjustments considered necessary for fair presentation have been included. The year-end balance sheet data were derived from audited consolidated financial statements but do not include all disclosures required by GAAP. The results of operations for the nine months ended March 31, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2024 as filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2024 (the “2024 10-K”).
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These consolidated financial statements include the accounts and operations of the Company’s wholly owned operating subsidiaries, OneUp and Foam Labs. Intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation.
The accompanying consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These consolidated financial statements and notes should be read in conjunction with the Company’s consolidated financial statements contained in the Company’s 2024 10-K.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Significant estimates in these consolidated financial statements include estimates of: income taxes; tax valuation reserves; allowances for doubtful accounts; inventory valuation and reserves; share-based compensation; and useful lives for depreciation and amortization. Actual results could differ materially from these estimates.
| 8 |
| Table of Contents |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue Recognition
The Company records revenue based on the five-step model which includes: (1) identifying the contract with the customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when the performance obligations are satisfied. Substantially all of the Company’s revenue is generated by fulfilling orders for the purchase of manufactured products and product purchased for resale to retailers, wholesalers, or direct to consumers via online channels, with each order considered to be a distinct performance obligation. These orders may be formal purchase orders, verbal phone orders, e-mail orders or orders received online. Shipping and handling activities for which the Company is responsible under the terms and conditions of the order are not accounted for as performance obligations but as fulfillment costs. These activities are required to fulfill the Company’s promise to transfer the goods and are expensed when revenue is recognized. The impact of this policy election is insignificant as it aligns with the Company’s current practice.
Revenue is measured as the net amount of consideration expected to be received in exchange for fulfilling a performance obligation. The Company has elected to exclude sales, use and similar taxes from the measurement of the transaction price. The impact of this policy election is insignificant, as it aligns with the Company’s current practice. The amount of consideration expected to be received and revenue recognized includes estimates of variable consideration, which includes costs for trade promotion programs, coupons, returns and early payment discounts. Such estimates are calculated using historical averages adjusted for any expected changes due to current business conditions and experience. The Company reviews and updates these estimates at the end of each reporting period and the impact of any adjustments are recognized in the period the adjustments are identified. In assessing whether collection of consideration from a customer is probable, the Company considers the customer's ability and intent to pay that amount of consideration when it is due. Payment of invoices is due as specified in the underlying customer agreement, typically 30 days from the invoice date, which occurs on the date of transfer of control of the products to the customer. Revenue is recognized at the point in time that control of the ordered products is transferred to the customer. Generally, this occurs when the product is shipped from the distribution center, or in some cases, picked up from one of the Company’s distribution centers by the customer.
Deferred Revenues
Deferred revenues are recorded when the Company has received consideration (i.e. advance payment) before satisfying its performance obligations. Deferred revenues primarily relate to gift cards purchased, but not used, prior to the end of the fiscal period.
The Company’s total deferred revenue as of March 31, 2025 was $
Cost of Goods Sold
Cost of goods sold includes raw materials, labor, manufacturing overhead, and royalty expense.
Cash and Cash Equivalents
For purposes of reporting cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
Allowance for Doubtful Accounts
The allowance for doubtful accounts reflects management's best estimate of probable credit losses inherent in the accounts receivable balance. The Company determines the allowance based on historical experience, specifically identified nonpaying accounts, and other currently available evidence. The Company reviews its allowance for doubtful accounts monthly, focusing on significant individual past due balances over 90 days. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers.
| 9 |
| Table of Contents |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The following is a summary of Accounts Receivable as of March 31, 2025 and June 30, 2024.
|
| March 31, 2025 |
|
| June 30, 2024 |
| ||
|
| (unaudited) |
|
|
| |||
|
| (in thousands) |
| |||||
Accounts receivable |
| $ |
|
| $ |
| ||
Allowance for doubtful accounts |
|
| ( | ) |
|
| ( | ) |
Allowance for discounts and returns |
|
|
|
|
|
| ||
Total accounts receivable, net |
| $ |
|
| $ |
| ||
Inventories and Inventory Reserves
Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (FIFO) method. Net realizable value is defined as sales price less cost to dispose and a normal profit margin. Inventory costs include materials, labor, depreciation and overhead. The Company establishes reserves for excess and obsolete inventory, based on prevailing circumstances and judgment for consideration of current events, such as economic conditions, that may affect inventory. The reserve required to record inventory at lower of cost or net realizable value may be adjusted in response to changing conditions.
Concentration of Credit Risk
The Company maintains its cash accounts with banks located in Georgia. The Federal Deposit Insurance Corporation (“FDIC”) insures the total cash balances up to $
During the three and nine month periods ended March 31, 2025, the Company purchased
During the three and nine month periods ended March 31, 2024, the Company purchased
As of March 31, 2025, three of the Company’s customers represent
Fair Value of Financial Instruments
At March 31, 2025 and June 30, 2024, the Company’s financial instruments included cash and cash equivalents, accounts receivable, accounts payable, short-term debt, and other long-term debt.
The fair values of these financial instruments approximated their carrying values based on either their short maturity or current terms for similar instruments.
The Company measures the fair value of its assets and liabilities under the guidance of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but its provisions apply to all other accounting pronouncements that require or permit fair value measurement.
| 10 |
| Table of Contents |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
ASC 820 clarifies that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820 requires the Company to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:
Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets;
Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly such as quoted prices for similar assets or liabilities or market-corroborated inputs; and
Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions about how market participants would price the assets or liabilities.
The valuation techniques that may be used to measure fair value are as follows:
A. Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
B. Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models, and excess earnings method.
C. Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).
Advertising Costs
Advertising costs are expensed in the period when the advertisements are first aired or distributed to the public. Prepaid advertising as of March 31, 2025 and June 30, 2024 was $
Research and Development
Research and development expenses for new products are expensed as they are incurred. For the three months ended March 31, 2025 and 2024, expenses for new product development totaled $
Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over estimated service lives for financial reporting purposes of
Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. When properties are disposed of, the related costs and accumulated depreciation are removed from the respective accounts, and any gain or loss is recognized currently.
| 11 |
| Table of Contents |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Impairment or Disposal of Long Lived Assets
Long-lived assets to be held are reviewed for events or changes in circumstances which indicate that their carrying value may not be recoverable. They are tested for recoverability using undiscounted cash flows to determine whether or not impairment to such value has occurred as required by Financial Accounting Standards Board (“FASB”) ASC Topic No. 360, Property, Plant, and Equipment. The Company has determined that there was no impairment at March 31, 2025 and June 30, 2024.
Operating Leases
On November 2, 2020, the Company entered into an agreement with its landlord on a new lease for the current facilities for six years and two months, beginning January 1, 2021. The new lease includes two months of rent abatement totaling $
Under ASC 842 Leases, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities. The Company elected not to recognize leases with a term less than one year on its balance sheet. Operating lease right-of-use (ROU) assets and their corresponding lease liabilities are recorded based on the present value of lease payments over the expected remaining lease term. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment.
In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.) Then the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on fair values to the lease components and non-lease components. Although separation of lease and non-lease components is required, the Company elected the practical expedient to not separate lease and non-lease components. The lease component results in an operating right-of-use asset being recorded on the balance sheet and amortized on a straight-line basis as lease expense. See Note 12 for details.
Segment Information
As of March 31, 2025, the Company was comprised of two reportable segments: Direct to Consumer and Wholesale. The Company takes into account whether two or more operating segments can be aggregated together as one reportable segment, as well as the type of discrete financial information that is available and regularly reviewed by its Chief Operating Decision Maker (“CODM”). The CODM is the Company’s Chief Executive Officer.
The CODM evaluates segment performance and determines how to allocate resources based on the Company’s key financial measure of adjusted operating income (“AOI”), a non-GAAP financial measure. The Company defines AOI as operating income excluding:
| (i) | depreciation, amortization and impairments of property and equipment, goodwill and intangible assets, |
|
|
|
| (ii) | amortization for capitalized costs, |
|
|
|
| (iii) | share-based compensation expense, |
|
|
|
| (iv) | gains or losses on sales or dispositions of assets, |
| 12 |
| Table of Contents |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The CODM uses AOI for each segment predominantly throughout the annual budget and forecasting process. Additionally, the CODM considers year-over-year variances in AOI, at least quarterly, when making decisions about allocating operating and capital resources to each segment. Management believes AOI is an appropriate measure for evaluating the operating performance of its business segments and the Company on a consolidated basis. AOI and similar measures with similar titles are common performance measures used by investors and analysts to analyze the Company’s performance. The Company uses revenues and AOI measures as the most important indicators of its business performance, and evaluates management’s effectiveness with specific reference to these indicators.
AOI should be viewed as a supplement to and not a substitute for operating (loss) income, net loss, cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with GAAP. Since AOI is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies. The Company has presented the components that reconcile operating (loss) income, the most directly comparable GAAP financial measure, to AOI.
The Company has identified two reportable sales segmentations: Direct to Consumer and Wholesale. Direct to Consumer includes product sales through the Company’s four e-commerce sites. Wholesale includes Liberator, Jaxx, and Avana branded products sold to distributors and retailers, purchased products sold to retailers, and private label items sold to other resellers. The Wholesale category also includes contract manufacturing services, which consist of specialty items that are manufactured in small quantities for certain customers, and which, to date, have not been a material part of the Company’s business.
Information as to the operations of the Company’s reportable segments is set forth below.
|
| Three Months Ended |
|
| Three Months Ended |
| ||||||||||||||||||
|
| March 31, 2025 |
|
| March 31, 2024 |
| ||||||||||||||||||
(in thousands) |
| Direct to Consumer |
|
| Wholesale |
|
| Total |
|
| Direct to Consumer |
|
| Wholesale |
|
| Total |
| ||||||
Revenues |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Cost of Goods Sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other direct operating expenses (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Overhead expenses(b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Operating (loss) income |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||
Interest income |
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
| ( | ) |
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Other expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Loss from operations before income taxes |
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
| ( | ) |
Reconciliation of operating loss to adjusted operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Adjusted operating income |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
| (a) | Other direct operating expenses are directly attributable to the business segment, such as marketing, salaries, customer relationship expenses, and travel and entertainment expenses. |
| (b) | Overhead expenses are all non-direct expenses related to the operation of the business segment. It includes G&A, unallocated marketing expenses, facilities, product development, and depreciation. |
| 13 |
| Table of Contents |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|
| Nine Months Ended |
|
| Nine Months Ended |
| ||||||||||||||||||
|
| March 31, 2025 |
|
| March 31, 2024 |
| ||||||||||||||||||
(in thousands) |
| Direct to Consumer |
|
| Wholesale |
|
| Total |
|
| Direct to Consumer |
|
| Wholesale |
|
| Total |
| ||||||
Revenues |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Cost of Goods Sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other direct operating expenses (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Overhead expenses(b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Operating (loss) income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Interest income |
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
| ( | ) |
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Other expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Loss from operations before income taxes |
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
| ( | ) |
Reconciliation of operating (loss) income to adjusted operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Adjusted operating income |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
| (a) | Other direct operating expenses are directly attributable to the business segment, such as marketing, salaries, customer relationship expenses, and travel and entertainment expenses. |
| (b) | Overhead expenses are all non-direct expenses related to the operation of the business segment. It includes G&A, unallocated marketing expenses, facilities, product development, and depreciation. |
| 14 |
| Table of Contents |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent accounting pronouncements
From time to time, new accounting pronouncements are issued by FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.
| 15 |
| Table of Contents |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Net Income (Loss) Per Share
In accordance with ASC 260, “Earnings Per Share”, basic net income (loss) per share is computed by dividing the net income (loss) available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income available to common stockholders by the weighted average number of common and common equivalent shares outstanding during the period plus the effect of stock options using the treasury stock method. As of March 31, 2025 and 2024, the common stock equivalents did not have any effect on net income (loss) per share.
|
| March 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Common stock options – 2015 Plan |
|
|
|
|
|
| ||
Convertible preferred stock |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
Income Taxes
The Company utilizes the asset and liability method of accounting for income taxes. The Company recognizes deferred tax liabilities or assets for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. The Company regularly assesses the likelihood that its deferred tax assets will be recovered from future taxable income. The Company considers projected future taxable income and ongoing tax planning strategies in assessing the amount of the valuation allowance necessary to offset the Company’s deferred tax assets that will not be recoverable. The Company has recorded and continues to carry a full valuation allowance against its gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period. If the Company determines in the future that it is more likely than not that it will realize all or a portion of its deferred tax assets, the Company will adjust its valuation allowance in the period it makes the determination. The Company expects to provide a full valuation allowance on its future tax benefits until it can sustain a level of profitability that demonstrates the Company’s ability to realize these assets.
Stock Based Compensation
The Company accounts for stock-based compensation to employees in accordance with FASB ASC 718, Compensation – Stock Compensation. The Company measures the cost of each stock option and restricted stock award at its fair value on the grant date. Each award vests over the subsequent period during which the recipient is required to provide service in exchange for the award (the vesting period). The cost of each award is recognized as an expense in the financial statements over the respective vesting period.
NOTE 3. IMPAIRMENT OF LONG-LIVED ASSETS
The Company follows FASB ASC 360, Property, Plant, and Equipment, regarding impairment of the Company’s other long-lived assets (property, plant and equipment). The Company’s policy is to assess the Company’s long-lived assets for impairment annually in the fourth quarter of each year or more frequently if events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.
An impairment loss is recognized only if the carrying value of a long-lived asset is not recoverable and is measured as the excess of its carrying value over its fair value. The carrying amount of a long-lived asset is considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of a long-lived asset.
Assets to be disposed of and related liabilities would be separately presented in the consolidated balance sheet. Assets to be disposed of would be reported at the lower of the carrying value or fair value less costs to sell and would not be depreciated. There was no impairment as of March 31, 2025 or June 30, 2024.
| 16 |
| Table of Contents |
NOTE 4. INVENTORIES, NET
Inventories are stated at the lower of cost (which approximates first-in, first-out) or net realizable value. Net realizable value is defined as sales price less cost to dispose and a normal profit margin. Inventories consisted of the following:
|
| March 31, 2025 |
|
| June 30, 2024 |
| ||
|
| (unaudited) |
|
|
|
| ||
|
| (in thousands) |
| |||||
Raw materials |
| $ |
|
| $ |
| ||
Work in process |
|
|
|
|
|
| ||
Finished goods |
|
|
|
|
| |||
Total inventories |
|
|
|
|
|
| ||
Allowance for inventory reserves |
|
| ( | ) |
|
| ( | ) |
Total inventories, net of allowance |
| $ |
|
| $ |
| ||
NOTE 5. EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment, property and leasehold improvements at March 31, 2025 and June 30, 2024 consisted of the following:
|
| March 31, 2025 |
|
| June 30, 2024 |
|
| Estimated Useful Life | |||
|
| (unaudited) |
|
|
|
|
|
| |||
|
| (in thousands) |
|
|
| ||||||
Factory equipment |
| $ |
|
| $ |
|
| ||||
Computer equipment and software |
|
|
|
|
|
|
| ||||
Office equipment and furniture |
|
|
|
|
|
|
| ||||
Leasehold improvements |
|
|
|
|
|
|
| ||||
Subtotal |
|
| 5,878 |
|
|
| 5,863 |
|
|
| |
Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
| |
Equipment and leasehold improvements, net |
| $ |
|
| $ |
|
|
| |||
Depreciation expense was $
2024. For the nine months ended March 31, 2025 and 2024, it was $
Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amount to forecasted undiscounted future cash flows expected to be generated by the asset. If the carrying amount exceeds its estimated future cash flows, then an impairment charge is recognized to the extent that the carrying amount exceeds the asset’s fair value. Management has determined no asset impairment occurred during the nine months ended March 31, 2025 and 2024.
| 17 |
| Table of Contents |
NOTE 6. OTHER ACCRUED LIABILITIES
Other accrued liabilities at March 31, 2025 and June 30, 2024:
|
| March 31, 2025 |
|
| June 30, 2024 |
| ||
|
| (unaudited) |
|
|
| |||
|
| (in thousands) |
| |||||
Accrued compensation |
| $ |
|
| $ |
| ||
Accrued expenses and interest |
|
|
|
|
|
| ||
Other accrued liabilities |
| $ |
|
| $ |
| ||
NOTE 7. CURRENT AND LONG-TERM DEBT SUMMARY
Current and long-term debt at March 31, 2025 and June 30, 2024 consisted of the following:
|
| March 31, 2025 |
|
| June 30, 2024 |
| ||
|
| (unaudited) |
|
|
| |||
Current debt: |
| (in thousands) |
| |||||
Line of credit (Note 10) |
|
|
|
|
|
| ||
Unsecured notes payable (Note 8) |
|
|
|
|
|
| ||
Current portion of equipment notes payable (Note 12) |
|
|
|
|
|
| ||
Notes payable – related party (Note 9) |
|
|
|
|
|
| ||
Current portion of finance leases payable (Note 12) |
|
|
|
|
|
| ||
Total current debt |
|
|
|
|
|
| ||
Long-term debt: |
|
|
|
|
|
|
|
|
Unsecured notes payable (Note 8) |
|
|
|
|
|
| ||
Finance leases payable (Note 12) |
|
|
|
|
|
| ||
Equipment notes payable (Note 12) |
|
|
|
|
|
| ||
Unsecured lines of credit (Note 11) |
|
|
|
|
|
| ||
Notes payable – related party (Note 9) |
|
|
|
|
|
| ||
Total long-term debt |
| $ |
|
| $ |
| ||
NOTE 8. UNSECURED NOTES PAYABLE
Unsecured notes payable at March 31, 2025 and June 30, 2024 consisted of the following:
|
| March 31, |
|
| June 30, |
| ||
|
| 2025(unaudited) |
|
| 2024 |
| ||
Current debt: |
|
|
|
|
|
| ||
13.5% Unsecured note, interest only, due May 1, 2025 (2) |
|
|
|
| $ |
| ||
13.5% Unsecured note, interest only, due July 31, 2025(3) |
|
|
|
|
|
| ||
18.0% Unsecured note, due February 28, 2027 (4) |
|
|
|
|
|
| ||
13.5% Unsecured note, interest only, due October 31, 2025 (1) |
|
|
|
|
|
| ||
Total current debt |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Long-term debt: |
|
|
|
|
|
|
|
|
13.5% Unsecured note, interest only, due July 31, 2025 (3) |
| $ |
|
| $ |
| ||
13.5% Unsecured note, interest only, due April 30, 2027 (2) |
|
|
|
|
|
| ||
18.0% Unsecured note, due February 28, 2027 (4) |
|
|
|
|
|
| ||
13.5% Unsecured note, interest only, due October 31, 2025 (1) |
|
|
|
|
|
| ||
Total long-term debt |
| $ |
|
| $ |
| ||
Total unsecured notes payable |
| $ |
|
| $ |
| ||
| 18 |
| Table of Contents |
NOTE 8. UNSECURED NOTES PAYABLE (continued).
(1) Unsecured note payable for $
(2) Unsecured note payable for $
(3) Unsecured note payable for $
(4) On March 27, 2025, the Company entered into an unsecured note payable in the amount of $
NOTE 9. NOTES PAYABLE - RELATED PARTY
Related party notes payable at March 31, 2025 and June 30, 2024 consisted of the following:
|
| March 31, 2025 |
|
| June 30, 2024 |
| ||
|
| (unaudited) |
|
|
|
| ||
|
| (in thousands) |
| |||||
|
|
|
|
|
|
| ||
Unsecured note payable to an officer, with interest at 7.50%, due on July 1, 2025 |
| $ |
|
| $ |
| ||
Unsecured note payable to an officer, with interest at 7.50%, due on July 1, 2025 |
|
|
|
|
|
| ||
Total unsecured notes payable |
|
|
|
|
|
| ||
Less: current portion |
|
| ( | ) |
|
|
| |
Long-term unsecured notes payable |
| $ |
|
| $ |
| ||
NOTE 10. LINE OF CREDIT
The Company’s wholly owned subsidiary, OneUp and OneUp’s wholly owned subsidiary, Foam Labs, has entered into a credit facility with a finance company, Advance Financial Corporation dated May 24, 2011, as amended, to provide it with an asset based line of credit of up to $
| 19 |
| Table of Contents |
NOTE 10. LINE OF CREDIT (continue)
The Company’s President, Chief Executive Officer (CEO), and majority shareholder, Louis Friedman, has personally guaranteed the repayment of the facility. In addition, the Company has provided its corporate guarantee of the credit facility (see Note 13). On March 31, 2025, the balance owed under this line of credit was $
Management believes cash flows generated from operations, along with current cash and investments as well as borrowing capacity under the line of credit should be sufficient to finance capital requirements required by operations. If new business opportunities do arise, additional outside funding may be required.
NOTE 11. UNSECURED LINE OF CREDIT
The Company has drawn a cash advance on one unsecured line of credit that is in the name of the Company and Louis Friedman. The terms of this unsecured line of credit calls for monthly payments of principal and interest, with interest at
NOTE 12. COMMITMENTS AND CONTINGENCIES
Operating Lease
The Company leases its facilities under a non-cancelable operating lease, which now expires February 28, 2027. Right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Right-of-use assets and liabilities for the lease renewal were recognized at the inception date of November 2, 2020, based on the present value of lease payments over the lease term, using the Company’s incremental borrowing rate based on the information available. At March 31, 2025, the weighted average remaining lease term for the lease renewal is
Operating leases |
| Balance Sheet Classification |
| (in thousands) |
| |
Right-of-use assets |
| Operating lease right-of-use assets, net |
| $ |
| |
|
|
|
|
|
|
|
Current lease liabilities |
| Operating lease liabilities |
| $ |
| |
Non-current lease liabilities |
| Long-term operating lease liabilities |
|
|
| |
Total lease liabilities |
|
|
| $ |
| |
Maturities of lease liabilities at March 31, 2025 are as follows:
Payments |
| (in thousands) |
| |
2026 |
| $ |
| |
2027 |
|
|
| |
Total undiscounted lease payment |
| $ |
| |
Less: Present value discount |
|
| ( | ) |
Total lease liability balance |
| $ |
| |
Equipment Notes Payable
The Company has acquired equipment under the provisions of long-term equipment notes. For financial reporting purposes, minimum note payments relating to the equipment have been capitalized. The equipment acquired with these equipment notes has a total cost of $
| 20 |
| Table of Contents |
NOTE 12. COMMITMENTS AND CONTINGENCIES (continued)
The following is an analysis of the minimum future equipment note payable payments subsequent to March 31, 2025:
|
| (in thousands) |
| |
2026 |
| $ |
| |
2027 |
|
|
| |
2028 |
|
|
| |
Future Minimum Note Payable Payments |
|
|
| |
Less Current Portion |
|
| ( | ) |
Long-Term Obligations under Equipment Notes Payable |
| $ |
| |
Finance Leases Payable
The Company has lease obligations for equipment under the provisions of long-term finance leases. For financial reporting purposes, minimum lease payments relating to the equipment have been capitalized. The equipment acquired with these leases has a total cost of approximately $
On January 5, 2022, the Company entered into finance lease agreement in the amount of $
On March 15, 2024, the Company entered into a finance lease agreement in the amount of $
On June 3, 2024, the Company entered into a finance lease agreement in the amount of $
At March 31, 2025, the weighted average remaining lease term is
The following is an analysis of the minimum finance lease payable payments subsequent to March 31, 2025:
|
| (in thousands) |
| |
2026 |
| $ |
| |
2027 |
|
|
| |
2028 |
|
|
| |
2029 |
|
|
| |
2030 |
|
|
| |
Future Minimum Finance Lease Payable Payments |
| $ |
| |
Less Amount Representing Interest |
|
| ( | ) |
Present Value of Minimum Finance Lease Payable Payments |
|
|
| |
Less Current Portion |
|
| ( | ) |
Long-Term Obligations under Finance Lease Payable |
| $ |
| |
| 21 |
| Table of Contents |
NOTE 12. COMMITMENTS AND CONTINGENCIES (continued)
Employment Agreements
The Company has entered into an employment agreement with Louis Friedman, President and CEO of the Company. The agreement provides for an annual base salary of $
On January 15, 2024, the Company, through OneUp, engaged Christopher Knauf to serve as Chief Financial Officer and Controller of the Company. The Company shall pay Mr. Knauf an annual salary of $
Legal Proceedings
As of the date of this Quarterly Report, there are no material pending legal or governmental proceedings relating to the Company or properties to which the Company is a party, and to the Company’s knowledge there are no material proceedings to which any of the Company’s directors, executive officers or affiliates are a party adverse to the Company or which have a material interest adverse to the Company.
NOTE 13. RELATED PARTY TRANSACTIONS
The Company has a subordinated note payable to an officer of the Company who is also the wife of the Company’s CEO and principal shareholder in the amount of $
On October 30, 2010, the Company’s CEO loaned the Company $
The Company’s CEO has personally guaranteed the repayment of the loan obligation to Advance Financial Corporation (see Note 10 – Line of Credit). In addition, Luvu Brands has provided its corporate guarantees of the credit facility. On March 31, 2025, the balance owed under this line of credit was $
On July 20, 2011, the Company issued an unsecured promissory note to an individual for $
On October 31, 2013, the Company issued an unsecured promissory note to an individual for $
| 22 |
| Table of Contents |
NOTE 13. RELATED PARTY TRANSACTIONS (continued)
On May 1, 2012, an individual loaned the Company $
The Company has drawn a cash advance on one unsecured lines of credit that is in the name of the Company and Louis S. Friedman. The terms of this unsecured line of credit calls for monthly payments of principal and interest, with interest at
NOTE 14. STOCKHOLDERS’ EQUITY
Options
At March 31, 2025, the Company had the 2015 Stock Option Plan (the “2015 Plan”), which is shareholder-approved and under which
Under the 2015 Plan, eligible employees and certain independent consultants may be granted options to purchase shares of the Company’s common stock. The shares issuable under the 2015 Plan will either be shares of the Company’s authorized but previously unissued common stock or shares reacquired by the Company, including shares purchased on the open market. As of March 31, 2025, the number of shares available for issuance under the 2015 Plan was
The following table summarizes the Company’s stock option activities during the nine months ended March 31, 2025:
|
| Number of shares of underlying outstanding option |
|
| Weighted Average Remaining Contract Life |
|
| Weighted Average Exercise Price |
|
| Intrinsic Value |
| ||||
Option Outstanding as of June 30, 2024 |
|
|
|
|
|
|
| $ |
|
| $ |
| ||||
Granted |
|
|
|
|
| - |
|
|
|
|
|
|
|
| ||
Exercised |
|
| ( | ) |
|
| - |
|
|
|
|
|
| ( | ) | |
Forfeited or expired |
|
| ( | ) |
|
| - |
|
|
| ( | ) |
|
|
| |
Options Outstanding as of March 31, 2025 |
|
|
|
|
|
|
| $ |
|
| $ |
| ||||
Options Exercisable as of March 31, 2025 |
|
|
|
|
|
|
| $ |
|
| $ |
| ||||
The aggregate intrinsic value in the table above is before applicable income taxes and represents the excess amount over the exercise price that optionees would have received if all options had been exercised on the last business day of the period indicated, based on the Company’s closing stock price of $
There were
During the nine months ending March 31, 2025,
There were
| 23 |
| Table of Contents |
NOTE 14. STOCKHOLDERS’ EQUITY (continued)
The following table summarizes the weighted average characteristics of outstanding stock options as of March 31, 2025:
|
| Outstanding Options |
|
| Exercisable |
| ||||||||||||||
Exercise Prices |
| Number of Shares |
|
| Remaining Life (Years) |
|
| Weighted Average Price |
|
| Options Number of Shares |
|
| Weighted Average Price |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
$0.02 to $0.03 |
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
| ||
$0.05 to $0.10 |
|
|
|
|
|
|
| $ |
|
|
| - |
|
| $ |
| ||||
$0.15 to $0.20 |
|
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| |||||
$0.30 |
|
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| |||||
Total stock options |
|
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| |||||
Stock-based compensation
The Company accounts for stock-based compensation to employees in accordance with FASB ASC 718, Compensation – Stock Compensation. The Company measures the cost of each stock option and at its fair value on the grant date. Each award vests over the subsequent period during which the recipient is required to provide service in exchange for the award (the vesting period). The cost of each award is recognized as an expense in the financial statements over the respective vesting period.
Stock option-based compensation expense recognized in the consolidated statements of operations for the three and nine months ended March 31, 2025, and 2024 is based on awards ultimately expected to vest and is reduced for estimated forfeitures.
The following table summarizes stock option-based compensation expense by line item in the Consolidated Statements of Operations, all relating to the Plans:
|
| Three Months Ending March 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
| ($ in thousands) |
| |||||
Cost of Goods Sold |
| $ |
|
| $ |
| ||
Other Selling and Marketing |
|
|
|
|
|
| ||
General and Administrative |
|
|
|
|
| ( | ) | |
Total Stock-based Compensation Expense |
| $ |
|
| $ |
| ||
|
| Nine Months Ending March 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
| ($ in thousands) |
| |||||
Cost of Goods Sold |
| $ |
|
| $ |
| ||
Other Selling and Marketing |
|
|
|
|
|
| ||
General and Administrative |
|
|
|
|
| ( | ) | |
Total Stock-based Compensation Expense |
| $ |
|
| $ |
| ||
As of March 31, 2025, the Company’s total unrecognized compensation cost was $
Warrants
As of March 31, 2025 and 2024, there were no warrants outstanding.
| 24 |
| Table of Contents |
NOTE 14. STOCKHOLDERS’ EQUITY (continued)
Common Stock
The Company’s authorized common stock was
|
| March 31, |
| |
|
| 2025 |
| |
Shares of common stock reserved for issuance under the 2015 Plan |
|
|
| |
Shares of common stock issuable upon conversion of the Preferred Stock |
|
|
| |
Total shares of common stock equivalents |
|
|
| |
Preferred Stock
On February 18, 2011, the Company filed an amendment to its Articles of Incorporation, effective February 9, 2011, authorizing the issuance of preferred stock and the Company now has
| 25 |
| Table of Contents |
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
The following table sets forth, for the periods indicated, information derived from the Company’s Interim Unaudited Consolidated Financial Statements, expressed as a percentage of net sales. The discussion that follows the table should be read in conjunction with the Company’s Interim Unaudited Consolidated Financial Statements.
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| March 31, |
|
| March 31, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
|
| (unaudited) |
|
| (unaudited) |
| ||||||||||
Net sales |
|
| 100 | % |
|
| 100 | % |
|
| 100 | % |
|
| 100 | % |
Cost of goods sold |
|
| 73 | % |
|
| 72 | % |
|
| 73 | % |
|
| 73 | % |
Gross profit |
|
| 27 | % |
|
| 28 | % |
|
| 27 | % |
|
| 27 | % |
Operating Expenses |
|
| 27 | % |
|
| 27 | % |
|
| 26 | % |
|
| 26 | % |
Income from operations |
|
| 0 | % |
|
| 1 | % |
|
| 1 | % |
|
| 1 | % |
The following table represents the net sales and percentage of net sales by product type:
|
| Three Months Ended |
| |||||||||||||
|
| (unaudited) |
| |||||||||||||
(Dollars in thousands) |
| 31-Mar-25 |
|
| 31-Mar-24 |
| ||||||||||
Net Sales: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Liberator |
| $ | 3,869 |
|
|
| 66 | % |
| $ | 3,442 |
|
|
| 58 | % |
Jaxx |
|
| 1,145 |
|
|
| 20 | % |
|
| 1,419 |
|
|
| 24 | % |
Avana |
|
| 518 |
|
|
| 9 | % |
|
| 681 |
|
|
| 12 | % |
Products purchased for resale |
|
| 225 |
|
|
| 4 | % |
|
| 259 |
|
|
| 4 | % |
Other |
|
| 89 |
|
|
| 1 | % |
|
| 122 |
|
|
| 2 | % |
1 Total Net Sales |
| $ | 5,846 |
|
|
| 100 | % |
| $ | 5,923 |
|
|
| 100 | % |
|
| Nine Months Ended |
| |||||||||||||
|
| (unaudited) |
| |||||||||||||
(Dollars in thousands) |
| 31-Mar-25 |
|
| 31-Mar-24 |
| ||||||||||
Net Sales: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Liberator |
| $ | 11,214 |
|
|
| 60 | % |
| $ | 10,656 |
|
|
| 57 | % |
Jaxx |
|
| 4,987 |
|
|
| 27 | % |
|
| 5,032 |
|
|
| 27 | % |
Avana |
|
| 1,551 |
|
|
| 8 | % |
|
| 1,901 |
|
|
| 10 | % |
Products purchased for resale |
|
| 680 |
|
|
| 4 | % |
|
| 796 |
|
|
| 4 | % |
Other |
|
| 355 |
|
|
| 1 | % |
|
| 450 |
|
|
| 2 | % |
Total Net Sales |
| $ | 18,787 |
|
|
| 100 | % |
| $ | 18,835 |
|
|
| 100 | % |
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Net sales. Sales for the three months ended March 31, 2025, were approximately $5,846,000, a 1% decrease from the comparable prior year period. The major components of net sales, by product, are as follows:
| · | Liberator sales - Sales of Liberator branded products increased $427,000, or 12%, during the quarter from the comparable prior year period, due primarily to stronger sales through our liberator.com website. |
| · | Jaxx sales—Jaxx product sales decreased 19% from the prior year's third quarter to $1,145,000. Increased competition from low-cost international manufacturers eroded our sales at several online retailers. We are increasing our sourcing efforts to reduce our raw materials costs from new vendors. |
| · | Avana sales – Net sales of Avana products decreased 24% during the quarter from the comparable prior year third quarter to $518,000. Sales of this product line have been impacted by lower-priced competitive products in the marketplace, production constraints which resulted in longer delivery lead times which resulted in lower sales through drop ship channels. We have reduced marketing spend on this brand as it was not profitable and reallocated those funds to support the Liberator and Jaxx brands. |
| · | Products purchased for resale – This product category decreased by 13%, to $225,000, from the prior year third quarter due to lower sales of certain products through our e-commerce website, Liberator.com. We believe our focus on expanding our online third party drop ship business will return this channel to growth. |
| 26 |
| Table of Contents |
Gross margin. Gross profit, derived from net sales less the cost of goods sold, includes the cost of materials, direct labor, manufacturing overhead, freight costs, and royalties. For the three months ending March 31, 2025 gross profit margin, as a percentage of sales, decreased to 27% from 28% in the same period in the prior year. Gross profit decreased to $1,603,000 from $1,639,000 for the previous year's third quarter.
Operating expenses. Total operating expenses for the three months ended March 31, 2025 were approximately 27% of net sales, or approximately $1,604,000, compared to 27% of net sales, or approximately $1,600,000, for the same period in the prior year.
Other income (expense). Interest expense during the third quarter decreased to approximately ($87,000) in the third quarter of fiscal 2025 from approximately ($133,000) in the third quarter of fiscal 2024. The decrease was primarily due to the reduction in notes payable.
Net Income. For the three months ended March 31, 2025, we had a net loss of ($88,000) as compared to a net loss of ($94,000) for the three months ended March 31, 2024. The reduction in net loss was due to the decrease in interest expense for the period.
Nine months Ended March 31, 2025 Compared to the Nine months Ended March 31, 2024
Net sales. Sales for the nine months ended March 31, 2025, were approximately $18,787,000, a 0.3% decrease from the comparable prior year period. The major components of net sales, by product, are as follows:
| · | Liberator sales - Sales of Liberator branded products increased $558,000, or 5%, during the nine months from the comparable prior year period, due primarily to stronger sales through our liberator.com website but were slightly offset by a decline in our wholesale accounts. |
| · | Jaxx sales – Jaxx product sales decreased 1% from the prior year's nine period to $4,987,000. We continue to develop our marketing efforts into the special education market and expand our product assortment. |
| · | Avana sales – Net sales of Avana products decreased 18% during the nine months from the comparable prior year period to $1,551,000. Sales of this product line have been impacted by lower-priced competitive products in the marketplace, production constraints which resulted in longer delivery lead times which resulted in lower sales through drop ship channels. |
| · | Products purchased for resale – This product category decreased by 15%, or $116,000, from the prior year nine months due to lower sales of certain products through our e-commerce website, Liberator.com. |
Gross margin. Gross profit, derived from net sales less the cost of goods sold, includes the cost of materials, direct labor, manufacturing overhead, freight costs, and royalties. For the nine months ending March 31, 2025 gross profit margin, as a percentage of sales, increased to 27% from 27% in the same period in the prior year. Gross profit increased to $5,100,000 from $5,039,000 in the prior year comparable nine month period.
Operating expenses. Total operating expenses for the nine months ended March 31, 2025 were approximately 26% of net sales, or approximately $4,933,000, compared to 26% of net sales, or approximately $4,878,000, for the same period in the prior year. Increases in facilities expenses and equipment repairs accounted for the majority of the additional expenses.
Other income (expense). Interest expense during the nine months ended March 31, 2025 decreased to approximately ($272,000) from approximately ($322,000) in the same period from the prior year. The decrease was primarily due to the reduction in notes payable.
Net loss. For the nine months ended March 31, 2025, we had a net loss of $105,000 as compared to a net loss of $191,000 for the nine months ended March 31, 2024. The reduction in net loss was due to the decrease in sales and an increase in equipment maintenance costs..
Variability of Results
The Company has experienced significant quarterly fluctuations in operating results and anticipate that these fluctuations may continue in future periods. Operating results have fluctuated as a result of changes in sales levels to consumers and wholesalers, competition, seasonality costs associated with new product introductions, and increases in raw material costs. In addition, future operating results may fluctuate as a result of factors beyond the Company’s control such as foreign exchange fluctuation, changes in government regulations, and economic changes in the regions in which it operates and sells. A portion of the Company’s operating expenses are relatively fixed and the timing of increases in expense levels is based in large part on forecasts of future sales. Therefore, if net sales are below expectations in any given period, the adverse impact on results of operations may be magnified by the Company’s inability to meaningfully adjust spending in certain areas, or the inability to adjust spending quickly enough, as in personnel and administrative costs, to compensate for a sales shortfall. The Company may also choose to increase spending in response to market conditions, and these decisions may have a material adverse effect on financial condition and results of operations.
| 27 |
| Table of Contents |
Liquidity and Capital Resources
The following table summarizes the Company’s cash flows:
|
|
|
|
|
| |||
|
| Nine months Ended |
| |||||
|
| March 31, |
| |||||
Cash flow data: |
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
| |||||
|
| (Dollars in thousands) |
| |||||
Cash provided by operating activities |
| $ | 203 |
|
| $ | 333 |
|
Cash used in investing activities |
| $ | (34 | ) |
| $ | (52 | ) |
Cash used in financing activities |
| $ | (87 | ) |
| $ | (250 | ) |
As of March 31, 2025, the Company’s cash and cash equivalents totaled $1,110,268, compared to $1,072,772 in cash and cash equivalents as of March 31, 2024. The impact of increased tariffs for raw materials and finished goods may have an adverse effect on the future cash position of the Company. Our direct exposure to tariff fees is limited, and we are sourcing goods and materials from lower tariff countries. However, indirectly, the goods and materials we purchase domestically may increase prices to us as tariffs impact them. Therefore, we may need to raise prices and offset this increase in the future.
For purposes of reporting cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company’s principal sources of liquidity are the Company’s cash flow that the Company generates from its operations, availability of borrowings under its line of credit and cash raised through debt financings.
Operating Activities
Net cash provided by operating activities was $202,980 during the nine months ended March 31, 2025 compared to $333,193 net cash provided by operating activities in the nine months ended March 31, 2024. The primary components of the cash provided by operating activities in the current year are the increase in accounts payable of $312,000 and a increase in accounts receivables of $359,000. Accounts receivable increase was due to the merchant service provider establishing a $200,000 reserve on our credit card transactions.
Investing Activities
Cash used in investing activities in the nine months ended March 31, 2025 was $34,308 compared to a use of $52,212 during the nine months ended March 31, 2024. This is due to the disposal of a forklift during the nine months ended March 31, 2025. No replacement forklift is needed at this time. A replacement database server was purchased in March 2025 for approximately $29,000.
Financing Activities
Cash used by financing activities during the nine months ended March 31, 2025 and March 31, 2024 of $86,853 and $249,519 respectively, primarily attributable to the repayment of the secured and unsecured notes payable and payments made on equipment notes.
| 28 |
| Table of Contents |
Non-GAAP Financial Measures
Reconciliation of net income to Adjusted EBITDA for the three and nine months ended March 31, 2025 and 2024:
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| March 31, |
|
| March 31, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
|
| (in thousands) |
|
| (in thousands) |
| ||||||||||
Net loss |
| $ | (88 | ) |
| $ | (94 | ) |
| $ | (105 | ) |
| $ | (191 | ) |
Plus interest expense, financing costs, and income tax |
|
| 88 |
|
|
| 133 |
|
|
| 269 |
|
|
| 322 |
|
Plus depreciation and amortization expense |
|
| 107 |
|
|
| 104 |
|
|
| 322 |
|
|
| 307 |
|
Plus stock-based compensation expense |
|
| 9 |
|
|
| 6 |
|
|
| 26 |
|
|
| 11 |
|
Adjusted EBITDA |
| $ | 116 |
|
| $ | 149 |
|
| $ | 514 |
|
| $ | 449 |
|
As used herein, Adjusted EBITDA represents net income before interest income, interest expense, income taxes, depreciation, amortization, and stock-based compensation expense. The Company has excluded the non-cash expenses and stock-based compensation, as they do not reflect the cash-based operations of the Company. Adjusted EBITDA is a non-GAAP financial measure which is not required by or defined under GAAP. The presentation of this financial measure is not intended to be considered in isolation or as a substitute for the financial measures prepared and presented in accordance with GAAP, including the net income of the Company or net cash provided by operating activities.
Management recognizes that non-GAAP financial measures have limitations in that they do not reflect all of the items associated with the Company’s net income or net loss as determined in accordance with GAAP and are not a substitute for or a measure of the Company’s profitability or net earnings. Adjusted EBITDA is presented because the Company believes it is useful to investors as a measure of comparative operating performance and liquidity, and because it is less susceptible to variances in actual performance resulting from depreciation and non-cash charges for stock-based compensation expense.
Off-Balance Sheet Arrangements
The Company does not use off-balance sheet arrangements with unconsolidated entities or related parties, nor does it use other forms of off-balance sheet arrangements. Accordingly, the Company’s liquidity and capital resources are not subject to off-balance sheet risks from unconsolidated entities. As of March 31, 2025, the Company did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.
Critical accounting policies
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition, accounts receivable allowances and impairment of long-lived assets. The Company also has adopted other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding the Company’s results, which are described in Note 2 to its unaudited consolidated financial statements appearing in this report.
Recent accounting pronouncements
The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the unaudited consolidated accompanying financial statements.
| 29 |
| Table of Contents |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not enter into any transactions using derivative financial instruments or derivative commodity instruments, and believes that the Company’s exposure to market risk associated with other financial instruments is not material.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosures. As of the end of the period covered by this quarterly report, an evaluation was carried out under the supervision and with the participation of the Company’s management, including its principal executive officer (Chief Executive Officer) and principal financial officer (Chief Financial Officer), of the effectiveness of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s CEO and CFO concluded that its disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, were effective at the reasonable assurance level to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in United States Securities and Exchange Commission rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the management, including CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 30 |
| Table of Contents |
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not currently subject to any material legal proceedings, nor, to its knowledge, is there any legal proceeding threatened against us. However, from time to time, the Company may become a party to certain legal proceedings in the ordinary course of business.
ITEM 1A. RISK FACTORS AND CYBERSECURITY
In addition to the disclosure below, we incorporate by reference the risk factors disclosed in our 2024 10-K. See also "Liquidity and Capital Resources" above.
Rising threats of international tariffs may have an adverse impact on our business.
We rely on several suppliers for purchasing the raw materials used in the manufacture and production of our goods. In fiscal year 2024 and the nine months ending March 31, 2025, approximately 16% and 20%, respectively, of our materials were sourced from foreign suppliers, including 5% and 8% in fiscal year 2024 and the nine months ending March 31, 2025, respectively, from China. The Trump Administration has imposed steep tariffs on the import of goods from several countries from which we purchase raw materials and finished goods. This increase in tariffs could adversely affect our business and our results of operations. The imposition of additional tariffs fluctuates dramatically, creating uncertainty in global markets. These tariffs apply directly to a small portion of our materials. As a result, we may be forced to implement price increases to adjust to the higher costs of production and sale of our products in the future, which carries the risk of reduced demand for such products, thus lowering sales and resulting revenue. Additionally, future tariffs or any additional costs or restrictions imposed on imported materials that lead to an increase in our prices may result in a loss of customers and harm our business.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
Except as otherwise previously disclosed, the Company did not sell any unregistered securities during the period covered by this report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Like all companies that utilize technology, we are subject to threats of breaches of our technology systems. To mitigate the threat to our business, we take a comprehensive approach to cybersecurity risk management. Our board of directors and our management actively oversee our risk management program, including the management of cybersecurity risks. We have established policies, standards, processes, and practices for assessing, identifying, and managing material risks from cybersecurity threats. We have devoted resources to implement and maintain security measures to meet regulatory requirements and shareholder expectations, and we intend to continue to make investments to maintain the security of our data and cybersecurity infrastructure. While there can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will be effective, we believe that our company’s sustained investment in these efforts and technologies have put the Company in a position to protect against potential compromises. We can provide no assurance that there will not be incidents in the future or that past or future attacks will not materially affect us, including our business strategy, results of operations, or financial condition.
Risk management and strategy.
We employ a multi-layered cybersecurity defense strategy that includes:
| · | Network and endpoint protection: Utilizing firewalls, intrusion detection systems, antivirus software, and advanced encryption protocols to safeguard sensitive data and systems. |
| · | Employee training and awareness programs: Educating employees on cybersecurity best practices and conducting phishing simulations to promote vigilance against social engineering attacks. |
| · | Incident detection and response plans: Maintaining real-time monitoring and implementing a structured incident response plan that allows us to quickly detect, respond to, and recover from cyber incidents. |
| · | Third-party risk management: Assessing the cybersecurity controls of vendors and partners to ensure that their practices align with our standards for protecting sensitive information. |
| · | The threat of potential incidents remains high. We continually evaluate our exposure to risks such as: |
| o | Operational disruption from ransomware or other cyberattacks. |
| o | Data breaches that could compromise customer or proprietary information. |
| o | Regulatory and legal exposure arising from cybersecurity failures. |
As part of our risk management framework, we regularly assess whether any cybersecurity incidents, or the likelihood of such incidents, could materially affect our business. We are also committed to continuous improvements to address emerging threats.
| 31 |
| Table of Contents |
ITEM 6. EXHIBITS
|
|
|
Incorporated by Reference | Filed or | ||||||
No. |
| Exhibit Description | Form |
| Date Filed | Number | Furnished Herewith | |||
|
|
|
|
|
|
|
|
|
|
|
| 8-K | 10/22/09 |
| 2.1 |
|
| ||||
|
| 8-K/A |
| 3/24/10 |
| 2.2 |
|
| ||
| Amendment No. 1 to Stock Purchase and Recapitalization Agreement, dated June 22, 2009 |
| 8-K/A |
| 3/24/10 |
| 2.3 |
|
| |
|
| SB-2 |
| 3/2/07 |
| 3i |
|
| ||
|
| SB-2 |
| 3/2/07 |
| 3ii |
|
| ||
| Articles of Amendment to the Amended and Restated Articles of Incorporation |
| 8-K |
| 2/23/11 |
| 3.1 |
|
| |
|
| 8-K |
| 3/3/11 |
| 3.1 |
|
| ||
|
| 8-K |
| 11/5/15 |
| 3.5 |
|
| ||
| Designation of Rights and Preferences of Series A Convertible Preferred Stock. |
| 8-K |
| 2/23/11 |
| 4.1 |
|
| |
|
|
|
|
|
|
|
| Filed | ||
|
|
|
|
|
|
|
| Filed | ||
|
|
|
|
|
|
|
| *Furnished | ||
|
|
|
|
|
|
|
| *Furnished | ||
101.INS |
| XBRL Instance Document |
|
|
|
|
|
|
| Filed |
101.SCH |
| XBRL Taxonomy Extension Schema Document |
|
|
|
|
|
|
| Filed |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
|
|
| Filed |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
|
|
| Filed |
101.LAB |
| XBRL Taxonomy Extension Labels Linkbase Document |
|
|
|
|
|
|
| Filed |
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
|
|
|
| Filed |
*This Exhibit is being Furnished rather than Filed and shall not be deemed incorporated by reference into any Filing, in accordance with Item 601 of Regulation S-K.
| 32 |
| Table of Contents |
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.
|
|
| LUVU BRANDS, INC. |
|
|
|
| (Registrant) |
|
|
|
|
|
|
May 15, 2025 |
| By: | /s/ Louis S. Friedman |
|
(Date) |
|
| Louis S. Friedman |
|
|
|
| President and Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
|
|
May 15, 2025 |
| By: | /s/ Christopher Knauf |
|
(Date) |
|
| Christopher Knauf |
|
|
|
| Chief Financial Officer (Principal Financial & Accounting Officer) |
|
| 33 |