UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

X

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2023

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterlytransition period ended December 31, 2017from            to           

 

Commission File Number:Number 000-53314

Luvu Brands, Inc.

(Exact name of registrant as specified in this charter)

 

Florida59-3581576

Luvu Brands, Inc.

(Exact name of registrant as specified in its charter)

Florida

59-3581576

(State or other jurisdiction of incorporation)

incorporation or organization)

(I.R.S. Employer

Identification No.)

2745 Bankers Industrial Drive, Atlanta, GA

30360

(Address of principal executive offices)

(Zip code)

 

2745 Bankers Industrial Drive, Atlanta, Georgia 30360(770) 246-6400

(Address of principal executive offices and zipRegistrant’s telephone number, including area code)

 

Company's telephone number:(770) 246-6400Securities 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)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. Yesx Noo

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx Noo

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitiondefinitions of large“large accelerated filer,” accelerated filer”“accelerated filer,” “smaller reporting company” and smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.Act (Check one):

 

Large accelerated filero

Accelerated filero

Non-accelerated filer

Smaller reporting companyx

Non-accelerated filer o

Emerging growth companyo

(Do not check if a smaller reporting company)

 

If an emerging growth company, indicate by checkmarkcheck 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. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)Act). Yeso Nox

 

As of February 13, 201820, 2024, there were 73,452,59676,547,672 shares of the registrant’s common stock outstanding.

 


LUVU BRANDS, INC.

TABLE OF CONTENTS

 

LUVU BRANDS, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Page Number  

ITEM 1.

Financial Statements

Page Number 

4

Condensed

Consolidated Balance Sheets –

At December 31, 20172023 (unaudited) and June 30, 20172023

3

4

Condensed

Consolidated Statements of Operations –

For the Three and Six Months Ended December 31, 20172023 and December 31, 20162022 (unaudited)

4

5

Condensed

Consolidated Statements of Stockholders’ Equity – For the Three and Six Months Ended December 31, 2023 and December 31, 2022 (unaudited)

6

Consolidated Statements of Cash Flows –

For the SixThree Months Ended December 31, 20172023 and December 31, 20162022 (unaudited)

5

7

Condensed Notes to Condensed Consolidated Financial Statements (unaudited)

6

8

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

25

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

29

ITEM 4.

Controls and Procedures

29

PART II – OTHER INFORMATION

ITEM 1.

Legal Proceedings

30

ITEM 1A.

Risk Factors

30

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

30

ITEM 3.

Defaults Upon Senior Securities

30

ITEM 4.

Mine Safety Disclosures

30

ITEM 5.

Other Information

30

ITEM 6.

Exhibits

31

SIGNATURES

32

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 our wholly owned subsidiaries, OneUp Innovations, Inc. (“OneUp”), and Foam Labs, Inc. (“Foam Labs”). Our corporate website is www.LuvuBrands.com. There we make available copies of Luvu Brands documents, news releases and our filings with the U.S. Securities and Exchange Commission including financial statements.

Unless specifically set forth to the contrary, the information that appears on our websites or our various social media platforms is not part of this report.

 
ITEM 4.Mine Safety Disclosures302

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, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 
ITEM 5.Other Information303

ITEM 6.Exhibits30Table of Contents
SIGNATURES31

 


PART IFINANCIAL INFORMATION

 

ITEM 1.FINANCIAL STATEMENTS

 

LUVU BRANDS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

 December 31,  

 

December 31,

 

 

 2017 June 30,

 

2023

 

June 30,

 

 (unaudited) 2017

 

(unaudited)

 

 

2023

 

Assets: (in thousands, except share data)

 

(in thousands, except share data)

 

Current assets:        

 

 

 

 

 

Cash and cash equivalents $567  $742 

 

$1,213

 

$1,041

 

Accounts receivable, net  708   631 

 

1,277

 

1,051

 

Inventories, net  1,567   1,545 

 

3,494

 

4,202

 

Prepaid expenses  54   80 

 

 

113

 

 

 

84

 

Total current assets  2,896   2,998 

 

6,097

 

6,378

 

        

 

 

 

 

 

Equipment and leasehold improvements, net  851   869 

 

2,029

 

2,186

 

Finance lease assets

 

17

 

24

 

Operating lease assets

 

1,723

 

1,913

 

Deferred tax asset, net

 

10

 

10

 

Other assets  12   9 

 

 

96

 

 

 

100

 

Total assets $3,759  $3,876 

 

$9,972

 

 

$10,611

 

        

 

 

 

 

 

Liabilities and stockholders’ deficit:        

Liabilities and stockholders’ equity:

 

 

 

 

 

Current liabilities:        

 

 

 

 

 

Accounts payable $2,393  $2,177 

 

$1,858

 

$2,114

 

Current debt  1,866   2,115 

 

1,490

 

1,659

 

Other accrued liabilities  502   535 

 

479

 

416

 

Operating lease liability

 

 

427

 

 

 

396

 

Total current liabilities  4,761   4,827 

 

4,254

 

4,585

 

        

 

 

 

 

 

Noncurrent liabilities:        

 

 

 

 

 

Long-term debt  1,096   1,094 

 

1,157

 

1,148

 

Deferred rent payable  126   147 

Long-term operating lease liability

 

 

1,444

 

 

 

1,667

 

Total noncurrent liabilities  1,222   1,241 

 

 

2,601

 

 

 

2,815

 

Total liabilities  5,983   6,068 

 

6,855

 

7,400

 

Commitments and contingencies (See Note 15)  —     —   
Stockholders’ deficit:        

Commitments and contingencies (See Note 12)

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, 5,700,000 shares authorized, $0.0001 par value none issued and outstanding  —     —   

 

 

 

Series A Convertible Preferred stock, 4,300,000 shares authorized $0.0001 par value, 4,300,000 shares issued and outstanding with a liquidation preference of $1,000 at December 31, 2017 and June 30, 2017  —     —   
Common stock, $0.01 par value, 175,000,000 shares authorized, 73,452,596 shares issued and outstanding at December 31, 2017 and June 30, 2017  735   735 

Series A Convertible Preferred stock, 4,300,000 shares authorized $0.0001 par value, 4,300,000 shares issued and outstanding with a liquidation preference of $1,000 at December 31, 2023 and June 30, 2023

 

 

 

Common stock, $0.01 par value, 175,000,000 shares authorized, 76,547,672 and 76,547,672 shares issued and outstanding at December 31, 2023 and June 30, 2023, respectively

 

765

 

765

 

Additional paid-in capital  6,091   6,079 

 

6,239

 

6,234

 

Accumulated deficit  (9,050)  (9,006)

 

 

(3,887)

 

 

(3,790)
Total stockholders’ deficit  (2,224)  (2,192)
Total liabilities and stockholders’ deficit $3,759  $3,876 
        

Total stockholders’ equity

 

 

3,117

 

 

 

3,211

 

Total liabilities and stockholders’ equity

 

$9,972

 

 

$10,611

 

 

See accompanying notes to unaudited condensed consolidated financial statements. 

4

Table of Contents

LUVU BRANDS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

 (unaudited)

 

 

Three Months Ended

December 31,

 

 

Six Months Ended

December 31,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(in thousands, except share data)

 

Net Sales

 

$6,786

 

 

$8,135

 

 

$12,912

 

 

$16,195

 

Cost of goods sold

 

 

4,968

 

 

 

5,876

 

 

 

9,512

 

 

 

11,963

 

Gross profit

 

 

1,818

 

 

 

2,259

 

 

 

3,400

 

 

 

4,232

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising and promotion

 

 

273

 

 

 

200

 

 

 

541

 

 

 

386

 

Other selling and marketing

 

 

439

 

 

 

343

 

 

 

866

 

 

 

708

 

General and administrative

 

 

849

 

 

 

845

 

 

 

1,668

 

 

 

1,604

 

Depreciation and amortization

 

 

103

 

 

 

88

 

 

 

203

 

 

 

175

 

Total operating expenses

 

 

1,664

 

 

 

1,476

 

 

 

3,278

 

 

 

2,873

 

Income from operations

 

 

154

 

 

 

783

 

 

 

122

 

 

 

1,359

 

Other Income (Expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense and financing costs

 

 

(94)

 

 

(88)

 

 

(188)

 

 

(171)

Total Other Income (Expense)

 

 

(94)

 

 

(88)

 

 

(188)

 

 

(171)

Income before income taxes

 

 

60

 

 

 

695

 

 

 

(66)

 

 

1,188

 

Provision for income taxes

 

 

(31)

 

 

-

 

 

 

(31)

 

 

-

 

Net income / (loss)

 

$29

 

 

$695

 

 

$(97)

 

$1,188

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$0.00

 

 

$0.01

 

 

$0.00

 

 

$0.02

 

Diluted

 

$0.00

 

 

$0.01

 

 

$0.00

 

 

$0.02

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

76,547,672

 

 

 

76,232,012

 

 

 

76,547,672

 

 

 

76,139,131

 

Diluted

 

 

77,097,672

 

 

 

76,481,239

 

 

 

76,547,672

 

 

 

76,371,111

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 


5

Table of Contents

 

LUVU BRANDS, INC. AND SUBSIDIARIESLuvu Brands, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

 (unaudited)

  Three Months Ended
December 31,
 Six Months Ended
December 31,
  2017 2016 2017 2016
  (in thousands, except share data)
Net Sales $4,635  $5,134  $8,258  $9,239 
Cost of goods sold  3,277   3,593   5,921   6,721 
Gross profit  1,358   1,541   2,337   2,518 
Operating expenses                
Advertising and promotion  126   124   219   206 
Other selling and marketing  273   281   558   566 
General and administrative  622   563   1,231   1,147 
Depreciation and amortization  54   52   106   103 
Total operating expenses  1,075   1,020   2,114   2,022 
Income from operations  283   521   223   496 
 Other Income (Expense):                
Loss on disposal of assets  —     (1)  —     (1)
Interest expense and financing costs  (134)  (121)  (267)  (273)
Total Other (Expense)  (134)  (122)  (267)  (274)
Income (loss) before income taxes  149   399   (44)  222 
Provision for income taxes  —     —     —     —   
Net income (loss) $149  $399  $(44) $222 
Net income (loss) per share:                
         Basic $0.00  $0.01  $(0.00) $0.00 
         Diluted $0.00  $0.01  $(0.00) $0.00 
                 
Shares used in computing net income (loss) per share                
         Basic  73,452,596   72,496,074   73,452,596   71,974,335 
         Diluted  74,641,659   72,922,615   73,452,596   72,352,420 
                 

Changes in Stockholders’ Equity (Deficit)

 

For the Six Months ended December 31, 2023 and December 31, 2022 (unaudited)

 

 

 

Series A Preferred

 

 

 

 

Additional

 

 

 

 

Total

 

 

 

Stock

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

 

 

(in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2022

 

 

4,300,000

 

 

$

 

 

 

76,046,249

 

 

$760

 

 

$6,183

 

 

$(4,989)

 

$1,954

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22

 

 

 

 

 

 

22

 

Stock option exercises

 

 

 

 

 

 

 

 

464,756

 

 

 

5

 

 

 

6

 

 

 

 

 

 

 

11

 

Net income for the six months ended December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,188

 

 

 

1,188

 

Balance, December 31, 2022 (unaudited)

 

 

4,300,000

 

 

$

 

 

 

76,511,005

 

 

$765

 

 

$6,211

 

 

$(3,801)

 

$3,175

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2023

 

 

4,300,000

 

 

$

 

 

 

76,547,672

 

 

$765

 

 

$6,234

 

 

$(3,790)

 

$3,211

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

 

 

 

 

 

5

 

Net loss for the  six months ended December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(97)

 

 

(97)

Balance, December 31, 2023 (unaudited)

 

 

4,300,000

 

 

$

 

 

 

76,547,672

 

 

$765

 

 

$6,239

 

 

$(3,887)

 

$3,117

 

 

For the Three Months ended December 31, 2022 and December 31, 2021 (unaudited)

 

 

 

Series A Preferred

 

 

 

 

Additional

 

 

 

 

Total

 

 

 

Stock

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

 

 

(in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2022 (unaudited)

 

 

4,300,000

 

 

$

 

 

 

76,046,249

 

 

$760

 

 

$6,195

 

 

$(4,496)

 

$2,459

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10

 

 

 

 

 

 

10

 

Stock option exercises

 

 

 

 

 

 

 

 

464,756

 

 

 

5

 

 

 

6

 

 

 

 

 

 

11

 

Net income for the three months ended December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

695

 

 

 

695

 

Balance, December 31, 2022 (unaudited)

 

 

4,300,000

 

 

$

 

 

 

76,511,005

 

 

$765

 

 

$6,211

 

 

$(3,801)

 

$3,175

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2023 (unaudited)

 

 

4,300,000

 

 

$

 

 

 

76,547,672

 

 

$765

 

 

$6,228

 

 

$(3,916)

 

$3,077

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11

 

 

 

 

 

 

11

 

Net income for the three months ended December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29

 

 

 

29

 

Balance, December 31, 2023 (unaudited)

 

 

4,300,000

 

 

$

 

 

 

76,547,672

 

 

$765

 

 

$6,239

 

 

$(3,887)

 

$3,117

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 


6

Table of Contents

 

LUVU BRANDS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)

  Six Months Ended 
  

December 31,

 
  

2017

  

2016

 
  (in thousands) 
OPERATING ACTIVITIES:        
Net (loss) income $(44) $222 

Adjustments to reconcile net (loss) income to net cash

provided by operating activities:

     
Depreciation and amortization  106   103 
Stock based compensation expense  12   14 
Loss on disposal of assets  -   1 
Provision for bad debt  (5)  4 
Provision for inventory reserves  32   30 
Deferred rent payable  (17)  (11)
Changes in operating assets and liabilities:        
Accounts receivable  (72)  (329)
Inventories  (53)  (216)
Prepaid expenses and other assets  23   17 
Accounts payable  217   196 
Accrued compensation  (6)  46 
Accrued expenses and interest  

(33

)  

(13

)
Net cash provided by operating activities  

160

   

64

 
         
INVESTING ACTIVITIES:        
              Investment in equipment and leasehold improvements  

(18

)  

(47

)
Net cash used in investing activities  

(18

)  

(47

)
         
FINANCING ACTIVITIES:        
Sale of common stock  -   100 
Repayment of term note-shareholder  (74)  (62)
Proceeds from unsecured note payable  550   - 
Net cash provided by line of credit  56   241 
Proceeds from credit card advance  -   550 
Repayment of credit card advance  (342)  (448)
Repayment of unsecured line of credit  24   (6)
Payments on equipment notes  (45)  (32)
Repayment of short-term unsecured notes payable  (465)  (303)
Principal payments on capital leases  

(21

)  

(32

)
Net cash (used in) provided by financing activities  

(317)

   

8

 
         
Net (decrease) increase in cash and cash equivalents  (175)  25 
Cash and cash equivalents at beginning of period  

742

   

545

 
CASH AND CASH EQUIVALENTS AT END OF PERIOD 

$

567

  

$

570

 
       
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
       
Non cash item:        
Purchases of equipment with equipment notes $70  $138 
Cash paid during the period for:        
Interest $264  $250 
Income taxes $-  $- 
       

 

 

Six Months Ended

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

OPERATING ACTIVITIES:

 

(in thousands)

 

Net income / (loss)

 

$(97)

 

$1,188

 

Adjustments to reconcile net income / (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

203

 

 

 

175

 

Stock based compensation expense

 

 

5

 

 

 

22

 

Provision for bad debt

 

 

1

 

 

 

1

 

Amortization of operating lease asset

 

 

190

 

 

 

165

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(227)

 

 

54

 

Inventories

 

 

709

 

 

 

(114)

Prepaid expenses and other assets

 

 

(27)

 

 

(9)

Accounts payable

 

 

(258)

 

 

(61)

Accrued compensation

 

 

4

 

 

 

(16)

Accrued expenses and interest

 

 

59

 

 

 

155

 

Operating lease liability

 

 

(192)

 

 

(158)

Net cash provided by operating activities

 

 

370

 

 

 

1,402

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Investment in purchase of equipment and leasehold improvements

 

 

(39)

 

 

(54)

Net cash used in investing activities

 

 

(39)

 

 

(54)

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from unsecured notes payable

 

 

200

 

 

 

 

Repayment of unsecured notes payable

 

 

(200)

 

 

 

Net cash provided by (repaid to) line of credit

 

 

52

 

 

 

(165)

Repayment of unsecured line of credit

 

 

(6)

 

 

(6)

Proceeds from exercise of stock options

 

 

 

 

 

2

 

Payments on equipment notes

 

 

(197)

 

 

(156)

Principal payments on leases payable

 

 

(8)

 

 

(7)

Net cash provided by financing activities

 

 

(159)

 

 

(332)

Net increase (decrease) in cash and cash equivalents

 

 

172

 

 

 

1,016

 

Cash and cash equivalents at beginning of period

 

 

1,041

 

 

 

859

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$1,213

 

 

$1,875

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Purchases of equipment with equipment notes

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

30

 

 

$40

 

Income taxes

 

$

 

 

$

 

See accompanying notes to unaudited condensed consolidated financial statements.

 


7

Table of Contents

LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONDENSEDTHE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 20162023 (UNAUDITED)


NOTE 1. ORGANIZATION AND NATURE OF BUSINESS

 

Luvu Brands, Inc. (the “Company” or “Luvu Brands”“Luvu”) was incorporated in the State of Florida on February 25, 1999. References to the “Company”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 Innovations, Inc.OneUp.

 

The Company is an Atlanta, Georgia based designer, manufacturer and brand based marketer of a portfolio of consumer lifestyle brands including: Liberator®, a brand category of iconic products that offersfor enhancing sexual performance; Avana® inclined bed therapy products, assistive in relieving medical conditions associated with acid reflux and surgery recovery; and Jaxx®, a growing numberdiverse range of product categories including: Liberator® sexual positioning furniture, Avana™ top-of-bed comfort pillows and Jaxx® casual fashion furniture, child, teendaybeds, sofas and adult beanbags outdoor loungers, loveseats,made from polyurethane foam and daybeds.repurposed polyurethane foam trim. These products are sold through the Company’s websites, concept factory store, 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.advertisements and social marketing. We have a diversified customer base with only one customer accounting for 10% or more of consolidated net sales in the current and prior fiscal year and no particular concentration of credit risk in one economic sector.  Foreign operations and foreign net sales are not material. Our business is seasonal and as a result we experience higher sales in the second and third fiscal quarters.

 

The accompanying unaudited condensed consolidated financial statements of Luvu Brands, Inc.the Company and all of its wholly-owned subsidiaries (collectively, the "Company" “we” or "Luvu Brands") 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 condensed 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 condensed 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 three and six months ended December 31, 20172023 are not necessarily indicative of the results to be expected for the entire fiscal year. These condensed 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, 2017.2023 as filed with the Securities and Exchange Commission (the “SEC”) on October 16, 2023 (the “2023 10-K”).

 

NOTE 2. GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. As of December 31, 2017, the Company has an accumulated deficit of approximately $9,050,000 and a working capital deficit of approximately $1,865,000. This raises substantial doubt about our ability to continue as a going concern.

In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financing requirements, and the success of its future operations.  Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide the opportunity for the Company to continue as a going concern.

These actions include an ongoing initiative to increase sales, gross profits and our gross profit margin. To that end, at the end of fiscal 2016, we evaluated various options for increasing the throughput of our compressed foam products and during the first quarter of fiscal 2017, we purchased new foam compression equipment for installation during the second quarter of fiscal 2017. This action has yielded higher factory throughput at a lower cost of goods sold. We also plan to continue to manage discretionary expense levels to be better aligned with current and expected revenue levels. We estimate that the operational and strategic growth plans we have identified over the next twelve months will require approximately $250,000 of funding, of which we estimate will be provided by debt financing and, to a lesser extent, cash flow from operations as well as cash on hand.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.  However, management cannot provide any assurances that the Company will be successful in accomplishing these plans.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


LUVU BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016 (UNAUDITED)

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

These consolidated financial statements include the accounts and operations of our 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 condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of AmericaGAAP 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 condensed financial statements and notes should be read in conjunction with the Company’s consolidated financial statements contained in the Company’s report on Form 10-K for the year ended June 30, 2017 filed on October 4, 2017.2023 10-K.

 

The preparationUse of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the period reported.  Management reviews these estimates and assumptions periodically and reflects the effect of revisions in the period that they are determined to be necessary.  Actual results could differ from those estimates and assumptions.Estimates

 

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United StatesGAAP 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,reserves; share-based compensation; and useful lives for depreciation and amortization. Actual results could differ materially from these estimates.

8

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LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 (UNAUDITED)

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

We recognize revenues as goods are shipped to customers and title is transferred. The criteria for recognition ofrecord revenue are when persuasive evidence that an arrangement exists and both title and risk of loss have passedbased 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 customer,performance obligations; and (5) recognizing revenue when the priceperformance obligations are satisfied. Substantially all of our revenue is fixedgenerated by fulfilling orders for the purchase of manufactured products and product purchased for resale to retailers, wholesalers, or determinable,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 collectabilityhandling activities for which we are 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 our promise to transfer the goods and are expensed when revenue is reasonably assured. Salesrecognized. The impact of this policy election is insignificant as it aligns with our current practice.

Revenue is measured as the net amount of consideration expected to be received in exchange for fulfilling a performance obligation. We have 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 our 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 allowancesearly payment discounts. Such estimates are estimatedcalculated using historical averages adjusted for any expected changes due to current business conditions and recorded as a reduction to salesexperience. We review and update 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, we consider 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 sales are recorded.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 delivered, or in some cases, picked up from one of our distribution centers by the customer.

 

The Company records product sales net of estimated product returns and discounts from the list prices for its products. The amounts of product returns and the discount amounts have not been material to date. The Company includes shipping and handling costs in cost of product sales.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.

Our total deferred revenue as of December 31, 2023 was $19,054 and was included in “Other accrued liabilities” on our consolidated balance sheets. The deferred revenue balance as of December 31, 2022 was $17,888.

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.

 

9

Table of Contents

 


LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONDENSEDTHE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 20162023 (UNAUDITED)

 

Allowance for Doubtful AccountsNOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Allowance for Credit Loss

We maintain an allowance for credit loss to reflect our estimate of current and past due receivable balances that may not be collected. The allowance for doubtfulcredit loss is based upon our assessment of the collectability of specific customer accounts, reflects management's best estimatethe aging of probableaccounts receivable and our history of bad debts. We believe that the allowance for credit loss is adequate to cover anticipated losses inherent in the accounts receivable balance. The Company determinesbalance under current conditions. However, significant deterioration in the financial condition of our customers, resulting in an impairment of their ability to make payments, could materially change these expectations and an additional allowance based on historical experience, specifically identified nonpaying accounts and other currently available evidence. The Company reviews its allowance for doubtful accounts monthly with a focus 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.may be required.

 

The following is a summary of Accounts Receivable as of December 31, 20172023 and June 30, 2017.2023.

 

 

December 31,

2023

 

 

June 30,

2023

 

 December 31,
2017
 June 30,
2017

 

(unaudited)

 

 

 

 (in thousands)

 

(in thousands)

 

Accounts receivable $722  $646 

 

$1,309

 

$1,503

 

Allowance for doubtful accounts  (5)  (7)

Allowance for credit loss

 

(1)

 

(1)
Allowance for discounts and returns  (9)  (8)

 

 

(31

 

 

(21)
Total accounts receivable, net $708  $631 

 

$1,277

 

$1,481

 

During the six months ended December 31, 2023 and 2022 the Company recoded bad debt expense of $1.

Inventories and Inventory Reserves

 

Inventories are stated at the lower of cost or market.net realizable value. Cost is determined using the first-in, first-out (FIFO) method. MarketNet 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 companyCompany 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 marketnet 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 total cash balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per bank. The Company had bank balances on deposit at December 31, 20172023 that exceeded the balance insured by the FDIC by $399,078.  $957,833. Accounts receivable are typically unsecured and are derived from revenue earned from customers primarily located in North America and Europe.

 

During the six monthmonths ended December, 31 2017,2023, we purchased 14%33% of total inventory purchases from one vendor.

 

During the fiscal year ended June 30, 2017,2023, we purchased 13% and 10%35% of total inventory purchases from two vendors.one vendor.

 

As of December 31, 2017 one2023, two of the Company’s customers (Amazon) represents 62%40% and 20% of the total accounts receivables, compared to 41% asrespectively. As of June 2017.30, 2023, two of the Company’s customers represents 35% and 12% of the total accounts receivables, respectively. For the three and six months ended December 31, 2023, sales to and through Amazon accounted for 35% and 37%, respectively of our net sales.

10

Table of Contents

LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ENDED DECEMBER 31, 2023 (UNAUDITED)

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial and Derivative Instruments

At December 31, 2017,2023 and June 30, 2023, our 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.

 


LUVU BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016 (UNAUDITED)

The Company measures the fair value of its assets and liabilities under the guidance ofASCAccounting 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.

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 advertisingAdvertising (included in prepaid expenses) was $4,450$833 at December 31, 20172023 and $18,055$687 at June 30, 2017.December 31, 2022. Advertising expense for the three months ended December 31, 2017 and 2016 was $126,540 and $123,660 , respectively. Advertising expense for the six months ended December 31, 20172023 and 20162022 was $219,183 and $205,669,$276,330, $541,874, $199,504and  $386,498, respectively.

 

Research and Development

 

Research and development expenses for new products are expensed as they are incurred. Expenses for new product development totaled $36,154$3,501 and $38,812 for the three months ended December 31, 2017 and 2016, respectively. Expenses for new product development totaled $72,789 and $90,741$5,525 for the six months ended December 31, 20172023 and 2016,2022, respectively. Research and development costs are included in general and administrative expense.

 

11

Table of Contents

LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 2-10 years.

 

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.

 


LUVU BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016 (UNAUDITED)

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 FASBFinancial Accounting Standards Board (“FASB”) ASC Topic No. 360, Property, Plant, and Equipment.Equipment. The Company has determined that there was no impairment at December 31, 2017.2023.

 

Operating Leases

 

On July 23, 2014,November 2, 2020, the Company entered into an agreement with its landlord to extend theon a new lease for its existing facilities lease by five years. The previous ten year lease was to expire on December 31, 2015. The agreement amended the lease to expire on December 31, 2020. The lease amendment was effective Augustfor six years and two months, beginning January 1, 2014 and included a four-month rental abatement in the amount of $117,660. In exchange for the rental abatement, the Company agreed to make improvements to the facility totaling $123,505 within six months of August 1, 2014. As of December 31, 2017, the Company has completed $96,120 of the leasehold improvements.2021. Under the lease, amendment, the monthly rent on the facility was $29,415 per month, beginning on December 1, 2014. Beginning January 1, 2015, the monthly rent increases annuallyis $51,615 with annual escalations of 3% with the final yeartwo months of rent at $61,605. In addition, the lease at $35,123 per month.Company will pay the landlord a 2% property management fee. The rent expense under this lease for the six months ended December 31, 20172023 and 20162022 was $176,239$328,338 and $176,239,$326,376, respectively.

 

Under ASC 842, which was adopted July 1, 2019, 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 alsoelected not to recognize leases certain equipment under operating leases, as more fully describedwith 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 Note 15 -Commitments and Contingencies.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 ASU 2016-02, 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 13 for details.

Under prior guidance ASC 840, rent expense and lease incentives from operating leases were recognized on a straight-line basis over the lease term. The difference between rent expense recognized and rental payments was recorded as deferred rent in the accompanying consolidated balance sheets.

12

Table of Contents

LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Segment Information

 

We have identified three reportable sales channels: Direct, Wholesale andOther. Direct includes product sales through our fivefour e-commerce sites and our single retail store.sites. Wholesale includes Liberator, Jaxx, and Avana branded products sold to retailersdistributors and distributors, andretailers, purchased products sold to retailers, and mass merchants.private label items sold to other resellers. TheWholesale category also includes contract manufacturing services, which consists of specialty items that are manufactured in small quantities for certain customers, and which, to date, has not been a material part of our business.Other consists principally of shipping and handling fees and costs derived from ourDirect business and fulfillment service fees. For the three and six months ending December 31, 2017, sales to and through Amazon accounted for 31% and 36% of our net sales, respectively. business.

 

The following is a summary of sales results for the Direct, Wholesale, and Other channels (dollars in thousands). channels.

         
  Three Months Ended
(unaudited)
 Six Months Ended
(unaudited)
  December 31,
2017
 December 31,
2016
 December 31,
2017
 December 31,
2016
   
Net Sales:                
Direct $1,595  $1,608  $2,708  $2,882 
Wholesale  2,936   3,400   5,322   6,144 
Other  104   126   228   213 
Total Net Sales $4,635  $5,134  $8,258  $9,239 
                 
Gross Margin:                
Direct $734  $830  $1,248  $1,443 
Wholesale  803   877   1,396   1,378 
Other  (179)  (166)  (307)  (303)
Total Gross Margin $1,358  $1,541  $2,337  $2,518 

 

 

Three Months 

Ended

December 31, 

2023

 

 

Three Months 

Ended

December 31, 

2022

 

 

%

Change

 

 

 

(in thousands)

 

 

 

 

Net Sales by Channel:

 

 

 

 

 

 

 

 

 

Direct

 

$1,831

 

 

$2,645

 

 

 

(31)%

Wholesale

 

$4,778

 

 

$5,287

 

 

 

(10)%

Other

 

$177

 

 

$203

 

 

 

(13)%

Total Net Sales

 

$6,786

 

 

$8,135

 

 

 

(17)%

 

 

Three Months Ended

December 31,

2023

 

 

Margin

%

 

 

Three Months Ended

December 31,

2022

 

 

Margin

%

 

 

$ %

Change

 

Gross Profit by Channel:

 

(in thousands)

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

Direct

 

$770

 

 

 

42%

 

$1,242

 

 

 

42%

 

-

%

Wholesale

 

$1.288

 

 

 

27%

 

$1,545

 

 

 

27%

 

-

Other

 

$(240)

 

-

%

 

$(528)

 

%

 

-

Total Gross Profit

 

$1,818

 

 

 

27%

 

$2,259

 

 

 

28%

 

 

(1)%

 

 

Six Months

Ended

 

 

Six Months

Ended

 

 

 

 

 

December 31,

2023

 

 

December 31,

2022

 

 

%

Change

 

 

 

(in thousands)

 

 

 

 

Net Sales by Channel:

 

 

 

 

 

 

 

 

 

Direct

 

$3,395

 

 

$4,911

 

 

 

(31)%

Wholesale

 

$8,736

 

 

$10,885

 

 

 

(20)%

Other

 

$781

 

 

$399

 

 

 

96%

Total Net Sales

 

$12,912

 

 

$16,195

 

 

 

(20)%

 

 

Six Months

Ended

 

 

 

 

Six Months

Ended

 

 

 

 

 

 

 

December 31,

2023

 

 

Margin

%

 

 

December 31,

2022

 

 

Margin

%

 

 

%

Change

 

 

 

(in thousands)

 

 

 

 

(in thousands)

 

 

 

 

 

Gross Profit by Channel:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$1,490

 

 

 

43%

 

$2,256

 

 

 

46%

 

 

(34

)%

Wholesale

 

$2,402

 

 

 

27%

 

$2,858

 

 

 

26%

 

 

(15

)%

Other

 

$(881)

 

-

%

 

$(882)

 

%

 

 

-

%

Total Gross Profit

 

$3,400

 

 

 

31%

 

$4,232

 

 

 

26%

 

 

(20

)%

 


LUVU BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016 (UNAUDITED)Recent accounting pronouncements

 

 Recent Accounting PronouncementsFrom 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.

 

In February 2016, theFinancial Accounting Standards Board (“FASB”)issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU to determine of there will be any impact on our results of operations, cash flows or financial condition.2016-13 Current Expected Credit Loss (ASC326)

 

In April 2016, the FASB issued ASU 2016–10,Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgment necessary to comply with Topic 606. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. 

In May 2017,December 2021, the FASB issued an Accounting Standards Update (“ASU”) 2017-09, Compensation - Stock Compensation (Topic718) Clarifying share-based payment modificationupdate to ASU No. 2016-13 the Current Expected Credit Losses (CECL) standard (ASC 326), which is designed to provide greater transparency and understanding of credit risk by incorporating estimated, forward-looking data when measuring lifetime Estimated Credit Losses (ECL) and requires enhanced financial statement disclosures. This guidance. The amendments in this update clarify when to account for a change was adopted on January 1, 2023, with no effect to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date, with early adoption permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.statements.

 

All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

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LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Net Income (Loss) Per Share

Basic

In accordance with ASC 260, “Earnings Per Share”, basic net income (loss) per share is computed by dividing the net income available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share was determinedis computed by dividing net income (loss) applicableavailable to common stockholders by the weighted average number of common shares outstanding during the period, and diluted net income per share was determined by dividing net income applicable to common stockholders by the weighted average commonequivalent shares outstanding during the period plus the effect of stock options using the treasury stock method. As of December 31, 20172023 and 2016,2022, the common stock equivalents did not have any effect on net income per share.

  December 31,
  2017 2016
Common stock options – 2009 Plan   1,469,000   2,876,000 
Common stock options – 2015 Plan   4,775,000   2,550,000 
Convertible preferred stock  

4,300,000

   

4,300,000

 
  Total   10,544,000   9,726,000


LUVU BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016 (UNAUDITED)

 

 

 

December 30,

 

 

 

2023

 

 

2022

 

Common stock options – 2015 Plan

 

 

1,350,000

 

 

 

1,450,000

 

Convertible preferred stock

 

 

4,300,000

 

 

 

4,300,000

 

Total

 

 

5,650,000

 

 

 

5,750,000

 

Income Taxes

 

We utilize the asset and liability method of accounting for income taxes. We recognize deferred tax liabilities or assets for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. We regularly assess the likelihood that our deferred tax assets will be recovered from future taxable income. We consider projected future taxable income and ongoing tax planning strategies in assessing the amount of the valuation allowance necessary to offset our deferred tax assets that will not be recoverable. We have recorded and continue to carry a full valuation allowance against our gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period. If we determine in the future that it is more likely than not that we will realize all or a portion of our deferred tax assets, we will adjust our valuation allowance in the period we make the determination. We expect to provide a full valuation allowance on our future tax benefits until we can sustain a level of profitability that demonstrates our ability to realize these assets.

 

During the six months ended December 31, 2023 the Company received a notice from the Internal Revenue Service of Taxes and Penalties due of approximately $125,000. The Company believes once Net Operating Losses and tax credit are applied the penalties and interest will be reduced to approximately $38,000 therefore the Company has accrued $38,000 for estimated penalties and interests as of December 31, 2023.

During the six months ended December 31, 2023 the Company received a notice from the Georgia Department of Revenue of Taxes and Penalties due of approximately $102,000. The Company believes once Net Operating Losses and tax credit are applied the liability will be reduced to penalties and interest will reduced to approximately $6,000 therefore the Company has accrued $6,000 for estimated penalties and interest as of December 31, 2023.

Stock Based Compensation

 

We account for stock-based compensation to employees in accordance with FASB ASC 718, Compensation – Stock Compensation. We measure 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 expense in the financial statements over the respective vesting period.

 

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Stock Issued for Services to other than Employees

LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 (UNAUDITED)

 

Common stock, stock options and common stock warrants issued to other than employees or directors are recorded on the basis of their fair value, as required by FASB ASC 505, which is measured as of the date required by FASB ASC 505, “Equity – Based Payments to Non-Employees”. In accordance with FASB ASC 505, the stock options or common stock warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying common stock on the “valuation date”, which for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Where expense must be recognized prior to a valuation date, the expense is computed under the Black-Scholes option pricing model on the basis of the market price of the underlying common stock at the end of the period, and any subsequent changes in the market price of the underlying common stock up through the valuation date is reflected in the expense recorded in the subsequent period in which that change occurs.

NOTE 4.3. IMPAIRMENT OF LONG-LIVED ASSETS

 

We follow Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”)ASC 360, Property, Plant, and Equipment, regarding impairment of our other long-lived assets (property, plant and equipment). Our policy is to assess our 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 December 31, 20172023 or June 30, 2017.


LUVU BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016 (UNAUDITED)2023.

 

NOTE 5.4. INVENTORIES, NET

 

Inventories are stated at the lower of cost (which approximates first-in, first-out) or market. Marketnet realizable value. Net realizable value is defined as sales price less cost to dispose and a normal profit margin. Inventories consisted of the following:

 

 

December 31,

2023

 

 

June 30,

2023

 

 December 31, 2017 June 30, 2017

 

(unaudited)

 

 

 

 (in thousands)

 

(in thousands)

 

Raw materials $728 $723 

 

$1,651

 

$1,926

 

Work in process  182 208 

 

467

 

507

 

Finished goods  

715

  

704

 

 

 

1,628

 

 

 

2,021

 

Total inventories  1,625 1,635 

 

3,746

 

4,454

 

Allowance for inventory reserves  

(58

)  

(90

)

 

 

(252)

 

 

(252)
Total inventories, net of allowance $ 1,567 $1,545 

 

$3,494

 

 

$4,202

 

 

NOTE 6.5. EQUIPMENT AND LEASEHOLD IMPROVEMENTS

 

Equipment and leasehold improvements are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives for equipment and furniture and fixtures, or the shorter of the remaining lease term or estimated useful lives for leasehold improvements. Equipment and leasehold improvements consisted of the following:

  

December 31, 2017

 

June 30, 2017

 

Estimated Useful Life

  (in thousands)  
Factory equipment $2,457    $2,405  2-10 years
Computer equipment and software    1,048   1,047  5-7 years
Office equipment and furniture    205   187  5-7 years
Leasehold improvements  

440

   

422

  10 years
Subtotal  

4,150

   

4,061

   
Accumulated depreciation  

( 3,299

)  

(3,192

)  
 Equipment and leasehold improvements, net $  851  $869   

 

 

December 31,

2023

 

 

June 30,

2023

 

 

Estimated Useful Life

 

 

 

       (unaudited)

 

 

 

 

 

 

 

 

 

   (in thousands)

 

 

 

 

Factory equipment

 

$4,720

 

 

$4,356

 

 

2-10 years

 

Computer equipment and software

 

 

1,173

 

 

 

1,171

 

 

5-7 years

 

Office equipment and furniture

 

 

205

 

 

 

205

 

 

5-7 years

 

Leasehold improvements

 

 

480

 

 

 

480

 

 

6 years

 

Project in process

 

 

-

 

 

 

320

 

 

 

 

Subtotal

 

 

6,578

 

 

 

6,532

 

 

 

 

Accumulated depreciation

 

 

(4,549)

 

 

(4,346)

 

 

 

Equipment and leasehold improvements, net

 

$2,029

 

 

$2,186

 

 

 

 

Depreciation expense was $202,992 and $174,873 for the six months ended December 31, 2023 and 2022, respectively.

 

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 six months ended December 31, 2017.2023.

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LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 (UNAUDITED)

 

NOTE 7.6. OTHER ACCRUED LIABILITIES

 

Other accrued liabilities at December 31, 20172023 and June 30, 2017:2023:

 

 

December 31,

2023

 

 

June 30,

2023

 

 

December 31,

2017

 

June 30,

2017

 

 

(unaudited)

 

 

 (in thousands) 

 

(in thousands)

 

   

 

 

 

 

Accrued compensation $346 $352 

 

$306

 

$302

 

Accrued expenses and interest 111  144 

 

 

173

 

 

 

114

 

Current portion of deferred rent payable 

45

 

39

 
Other accrued liabilities $502 $535 

 

$479

 

 

$788

 

 


LUVU BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016 (UNAUDITED)

NOTE 8.7. CURRENT AND LONG-TERM DEBT SUMMARY

 

Current and long-term debt at December 31, 20172023 and June 30, 20172023 consisted of the following:

 

  

December 31,

2017

 

June 30,

2017

Current debt: (in thousands)
Unsecured lines of credit (Note 14) $39  $15 
Line of credit (Note 13)  690   634 
Short-term unsecured notes payable  (Note  9)  524   538 
Current portion of term note payable – shareholder (Note 11)  171   156 
Current portion of equipment notes payable (Note 15)  100   82 
Current portion of leases payable (Note 15)  34   40 
Credit card advance (net of discount) (Note 12)  192   534 
Notes payable – related party (Note 10)  

116

   

116

 
Total current debt  

1,866

   

2,115

 
Long-term debt:        
Leases payable (Note 15)  21   36 
Unsecured notes payable (Note 9)  700   600 
Equipment note payable (Note 15)  229   223 
Term note payable – shareholder (Note 11)  

146

   

235

 
 Total long-term debt $

1,096

  $

1,094

 

 

 

December 31,

2023

 

 

June 30,

2023

 

 

 

(unaudited)

 

 

 

 

Current debt:

 

(in thousands)

 

Unsecured lines of credit (Note 11)

 

$6

 

 

$13

 

Line of credit (Note 10)

 

 

1,090

 

 

 

1,039

 

Short-term unsecured notes payable (Note 8)

 

 

-

 

 

 

200

 

Current portion of equipment notes payable (Note 12)

 

 

383

 

 

 

392

 

Current portion of finance leases payable (Note 12)

 

 

11

 

 

 

15

 

Total current debt

 

 

1,490

 

 

 

1,659

 

Long-term debt:

 

 

 

 

 

 

 

 

Unsecured notes payable (Note 8)

 

 

400

 

 

 

200

 

Finance leases payable (Note 12)

 

 

5

 

 

 

9

 

Equipment notes payable (Note 12)

 

 

636

 

 

 

824

 

Notes payable – related party

 

 

116

 

 

 

116

 

Total long-term debt

 

$1,157

 

 

$1,148

 

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LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONDENSEDTHE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 20162023 (UNAUDITED)

 

NOTE 9.8. UNSECURED NOTES PAYABLE

 

Unsecured notes payable at December 31, 20172023 and June 30, 20172023 consisted of the following:

 

  

December 31,

2017

 

June 30,

2017

 Current debt: (in thousands)
20% Unsecured note, bi-weekly principal and interest, due April 20, 2018(1) 99  $246 
20% Unsecured note, interest only, due October 31, 2017(2)  ̶   100 
20% Unsecured note, bi-weekly principal and interest, due September 7, 2018(3)  178   ̶ 
20% Unsecured note, bi-weekly principal and interest, due October 26, 2018(4)  

247

   

192

 
Total current debt  524   538 

 

Long-term debt:

        
20% Unsecured note, interest only, due October 31, 2019(2)  100   100 
20% Unsecured note, interest only, due July 31, 2019(5)  100   ̶ 
20% Unsecured note, interest only, due January 2, 2019(6)  300   300 
20% Unsecured note, interest only, due May 1, 2019(7)  200     200 
Total long-term debt  

700

   

600

 
Total unsecured notes payable $

1,234

  $

1,138

 

 

 

December 31,

2023

 

 

June 30,

2023

 

 

 

(unaudited)

 

 

 

 

Current unsecured notes payable:

 

(in thousands)

 

 

 

 

 

 

 

 

13.5% Unsecured note, interest only, due July 31, 2023 (3)

 

 

-

 

 

 

100

 

13.5% Unsecured note, interest only, due October 31, 2023 (1)

 

 

-

 

 

 

100

 

Total current unsecured notes payable

 

 

-

 

 

 

200

 

 

 

 

 

 

 

 

 

 

Long-term unsecured notes payable:

 

 

 

 

 

 

 

 

13.5% Unsecured note, interest only, due May 1, 2025 (2)

 

 

200

 

 

 

200

 

13.5% Unsecured note, interest only, due July 31, 2025 (3)

 

 

100

 

 

 

-

 

13.5% Unsecured note, interest only, due October 31, 2025 (1)

 

 

100

 

 

 

 

 

Total long-term unsecured notes payable

 

 

400

 

 

 

200

 

Total unsecured notes payable

 

$400

 

 

$400

 

 

(1) Unsecured note payable for $300,000 to two individual shareholders with interest at 20%, principal and interest paid bi-weekly, maturing April 20, 2018.  $75,125 of the proceeds from this note was used to retire the balance of the unsecured note issued on June 29, 2016. Personally guaranteed by principal stockholder.

(2) Unsecured note payable for $100,000 to an individual with interest payable monthly at 20% payable monthly;, principal originally due in full on October 31, 2014;2014, extended to October 31, 2015. Subsequent to September 30, 2015, the due date on this note was2019, then extended by the holder to October 31, 2017. On October 20, 2017, the due date on this2021. This note was extendedrepaid in full on October 1, 2021 and replaced with a new note from an entity controlled by the holder to October 31, 2019same lender with interest payable monthly and principal due on maturity. Personally guaranteed by principal stockholder.

(3) Unsecured note payable for $250,000 to two individual shareholders with interest at 20%13.5%, principal and interest paid bi-weekly, maturing September 7, 2018. Personally guaranteed by principal stockholder.

(4) Unsecured note payable for $300,000 to two individual shareholders with interest at 20%, principal and interest paid bi-weekly, maturing October 26, 2018. $98,750 from the proceeds of this unsecured note payable was used to retire the balance of the unsecured note maturing on February 9, 2018. Personally guaranteed by principal stockholder.

(5) Unsecured note payable for $100,000 to an individual, with interest at 20% payable monthly; principal due in full on JulyOctober 31, 2013. On July 31, 2017, the due date on this2023. This note was extendedrepaid in full on October 1, 2023 and replaced with a new note from an entity controlled by the holder to July 31, 2019. Personally guaranteed by principal stockholder.

(6) Unsecured note payable for $300,000 to an individual,same lender with interest payable monthly at 20%13.5%, principal and interest originally due in full on January 3, 2013; extended to January 4, 2016 with interest payable monthly and principal due on maturity. Subsequent to June 30, 2017, the due date on the note was extended by the holder to January 2, 2019.October 31, 2025. Personally guaranteed by principal stockholder.the Company’s President, Chief Executive Officer (CEO), and majority shareholder, Louis Friedman.

 

(7)(2) Unsecured note payable for $200,000 to an individual with interest payable monthly at 20%, the principal wasoriginally due in full on May 1, 2013;2013, extended to May 1, 2015,2019, then further extended by the holder to May 1, 2017. Subsequent to2021. This note was repaid in full on April 30, 2021 and replaced with a new note from an entity controlled by the same lender with interest payable monthly at 13.5%, principal due in full on May 1, 2017, the due date on this2023. This note was extendedrepaid in full on April 30, 2023 and replaced with a new note from an entity controlled by the holder tosame lender with interest payable monthly at 13.5%, principal due in full on May 1, 2019.2025. Personally guaranteed by principal stockholder.the Company’s President, CEO, and majority shareholder, Louis Friedman.

 


(3) Unsecured note payable for $100,000 to an individual with interest payable monthly at 20%, principal originally due in full on July 31, 2013, extended to July 31, 2019, then extended to July 31, 2021. This note was repaid in full on July 30, 2021 and replaced with a new note from an entity controlled by the same lender with interest payable monthly at 13.5%, principal due in full on July 31, 2023. This note was repaid in full on July 30, 2023 and replaced with a new note from an entity controlled by the same lender with interest payable monthly at 13.5%, principal due in full on July 31, 2025. Personally guaranteed by the Company’s President, CEO, and majority shareholder, Louis Friedman.

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LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONDENSEDTHE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 20162023 (UNAUDITED)

 

NOTE 10.9. NOTES PAYABLE - RELATED PARTY

 

Related party notes payable at December 31, 20172023 and June 30, 20172023 consisted of the following:

 

 

December 31,

2017

 

June 30,

2017

 

December 31,

2023

 

June 30,

2023

 

 (in thousands)

 

(unaudited)

 

 

 

  

 

(in thousands)

 

Unsecured note payable to an officer, with interest at 4.25%, due on demand $40  $40 
Unsecured note payable to an officer, with interest at 4.25%, due on demand 

76

 

76

 

 

 

 

 

 

Unsecured note payable to an officer, with interest at 8.50%, due on July 1, 2025

 

$40

 

$40

 

Unsecured note payable to an officer, with interest at 8.50%, due on July 1, 2025

 

 

76

 

 

 

76

 

Total unsecured notes payable 116 116 

 

 

116

 

 

 

116

 

Less: current portion 

(116

) 

(116

)

 

 

-

 

 

 

-

 

Long-term unsecured notes payable $

—  

 $

—  

 

 

$116

 

$116

 

 


LUVU BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016 (UNAUDITED)

NOTE 11. TERM NOTES PAYABLE - SHAREHOLDER

On September 5, 2014, the Company amended and restated its outstanding 3% Convertible Note in the original principal amount of $375,000 issued by the Company to Hope Capital, Inc. (“HCI”) on June 24, 2009, as amended (the “June 2009 Note”), and the 3% Convertible Note in the original principal amount of $250,000 issued by the Company to HCI on September 2, 2009, as amended (the “September 2009 Note”), the June 2009 Note and September 2009 Note collectively referred to as the “Original Notes”, to provide for a 3% unsecured promissory note in the principal amount of $700,000 (the “Note”) to HCI. The Note is due on or before August 31, 2019 and bears interest at the rate of 3% per annum. Principal and interest payments under the Note shall be made on a monthly basis, starting on October 1, 2014 and continuing on the first day of each month thereafter for 60 monthly payments. The first 12 payments are $9,405.60 each and increase 15% each year, with 12 payments of $16,450.45 during year five. In the event the Company fails to make a monthly payment under the Note or the Company is subject to a bankruptcy event (as defined under the Note), subject to the Company’s ability to cure such default, HCI may convert all or any portion of the outstanding principal, accrued and unpaid interest, and any other sums due and payable under the Note into shares of our common stock at a conversion price equal to $0.10 per share. Conversion is subject to HCI not being able to beneficially own more than 9.99% of our outstanding common stock upon any conversion, subject to waiver by HCI. The Company has the right to prepay the Note, in whole or in part, subject to notice to HCI, without penalty. As of December 31, 2017 the principal balance under this Note was $317,066.10. LINE OF CREDIT

 

The principal payments required at maturity under the Company’s outstanding short term notes, secured line of credit, unsecured line of credit, credit card loans, short term related party notes and term note payable at December 31, 2017 are as follows:

Fiscal Years Ending June 30,  (in thousands)
2018 (six months) $1,808 
2019  473 
2020  

349

 
Total $

2,630

 

NOTE 12. CREDIT CARD ADVANCES

On June 1, 2017, the Company entered into an agreement with Power Up Lending Group, Ltd. (“Power Up”) whereby Power Up agreed to loan OneUp and Foam Labs a total of $150,000. The loan is secured by OneUp’s and Foam Lab’s existing and future credit card collections. The loan calls for a repayment of $168,000, which includes a one-time finance charge of $18,000, approximately ten months after the funding date. This loan is guaranteed by the Company and is personally guaranteed by the Company’s CEO and controlling shareholder, Louis S. Friedman (see Note 16). 


On June 29, 2017, the Company borrowed an additional amount of $400,000 from Power Up. The loan calls for a repayment of $452,000, which includes a one-time finance charge of $52,000, approximately ten months after the funding date. The balance of the September 22, 2016 credit card loan was deducted from this loan and the Company received net proceeds of approximately $374,173. This loan is guaranteed by the Company and is personally guaranteed by the Company’s CEO and controlling shareholder, Louis S. Friedman (see Note 16).

As of December 31, 2017, the principle amount of the credit card advances totaled $191,835, net of a discount of $26,200.


LUVU BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016 (UNAUDITED)

NOTE 13. LINE OF CREDIT

On May 24, 2011, 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 $750,000$1,200,000 against 85% of eligible accounts receivable (as defined in the agreement) for the purpose of improving working capital.capital and includes an Inventory Advance (as defined in the agreement) of up to the lesser of $500,000 or 125% of the eligible accounts receivable loan. The term of the agreement was one year, renewable for additional one-year terms unless either party provides written notice of non-renewal at least 90 days prior to the end of the current financing period. The credit facility wasis secured by our accounts receivable and other rights to payment, general intangibles, inventory and equipment, and are subject to eligibility requirements for current accounts receivable. Advances under the agreement wereare currently charged interest at a rate of 2.5%prime rate plus 2% over the lenders Index Rate. In addition, there wasis a Monthly Service Fee (as defined in the agreement) of up to 1.25%currently 0.05 % per month.

 

On September 4, 2013, the credit agreement with Advance Financial Corporation was amended and restated to increase the asset based line of credit to $1,000,000 to include an Inventory Advance (as defined in the amended and restated receivable financing agreement) of up to the lesser of $300,000 or 75% of the eligible accounts receivable loan. In addition, the amended and restated agreement changed the interest calculation to prime rate plus 3% (as of December 31, 2017, the interest rate was 7.5%) and the Monthly Service Fee was changed to .5% per month.

On December 9, 2015, the credit agreement with Advance Financial Corporation was amended to increase the asset based line of credit to $1,200,000 to include an Inventory Advance (as defined in the amended and restated receivable financing agreement) of up to the lesser of $300,000 or 75% of the eligible accounts receivable loan. All other terms of the credit facility remain the same.

The Company’s President, CEO, and majority shareholder, Louis Friedman, has personally guaranteed the repayment of the facility. In addition, Luvu Brandsthe Company has provided its corporate guarantee of the credit facility (see Note 16)14). On December 31, 2017,2023, the balance owed under this line of credit was $690,461.$1,090,884. As of December 31, 2017,2023, we were current and in compliance with all terms and conditions of this line of credit.

 

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 14.11. UNSECURED LINESLINE 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 S. Friedman. The terms of this unsecured line of credit calls for monthly payments of principal and interest, with interest at 8%11%. The aggregate amount owed on the unsecured line of credit was $38,587$6,307 at December 31, 20172023 and $14,690$12,806 at June 30, 2017.2023.

 


18

Table of Contents

LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONDENSEDTHE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 20162023 (UNAUDITED)

 

NOTE 15.12. COMMITMENTS AND CONTINGENCIES

Operating Leases

 

On July 23, 2014, the Company entered into an agreement with its landlord to extend the facilities lease by five years. The previous ten year lease was to expire on December 31, 2015. The agreement amends the lease to expire on December 31, 2020. The lease amendment was effective August 1, 2014 and included a four month rental abatement in the amount of $117,660. In exchange for the rental abatement, the Company agreed to make improvements to the facility totaling $123,505 within six months of August 1, 2014. As of December 31, 2017, the Company has completed $96,120 of the leasehold improvements. In addition, the monthly rent on the facility decreased from the current rent of $33,139 to $29,415 per month, beginning on December 1, 2014. Beginning January 1, 2015, the monthly rent is on an escalating schedule with the final year of the lease at $35,123 per month. The rent expense under this lease for the six months ended December 31, 2017 and 2016 was $176,239 and $176,239, respectively.Operating Leases

The Company also leases certain postage equipmentits facilities under a non-cancelable operating lease which now expires February 28, 2027. Right-of-use assets represent the right to use an operating lease.  The monthlyunderlying asset for the lease is $102 per monthterm and expires January 2023.

Future minimumlease liabilities represent the obligation to make lease payments under non-cancelable operatingarising from the lease. Right-of-use assets and liabilities for the lease renewal were recognized at the inception date which is 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 December 31, 2023, the weighted average remaining lease term for the lease renewal is 4 years and the weighted average discount rate is 14.49%. Supplemental balance sheet information related to leases at December 31, 20172023 is as follows:

Operating leases

 

Balance Sheet Classification

 

(in thousands)

 

Right-of-use assets

 

Operating lease right-of-use assets, net

 

$1,723

 

 

 

 

 

 

 

 

Current lease liabilities

 

Operating lease liabilities

 

$427

 

Non-current lease liabilities

 

Long-term operating lease liabilities

 

 

1,444

 

Total lease liabilities

 

 

 

$1,871

 

Maturities of lease liabilities at December 31, 2023 are as follows:

 

Years ending June 30, (in thousands)
2018 (six months) $199 
2019  404 
2020  417 
2021  212 
Thereafter through 2022  2 
Total minimum lease payments $1,234 

Payments

 

(in thousands)

 

2024

 

$350

 

2025

 

 

721

 

2026

 

 

762

 

2027 and thereafter

 

 

528

 

Total undiscounted lease payments

 

 

2,361

 

Less: Present value discount

 

 

(490)

Total lease liability balance

 

$1,871

 

 

Capital Leases

The Company has acquired equipment under the provisions of long-term leases. For financial reporting purposes, minimum lease payments relating to the equipment have been capitalized. The leased properties under these capital leases have a total cost of $175,267. These assets are included in the fixed assets listed in Note 6 -Equipment and Leasehold Improvements and include computers, software, furniture, and equipment. The capital leases have stated or imputed interest rates ranging from 7% to 21%.

The following is an analysis of the minimum future capital lease payments subsequent to December 31, 2017: 

Years ending June 30, (in thousands)
2018 (six months) $22 
2019  29 
2020  8 
Future Minimum Lease Payments  59 
Less Amount Representing Interest  (4)
Present Value of Minimum Lease Payments  55 
Less Current Portion  (34)
Long-Term Obligations under Leases Payable $21 

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 $490,754.$2,290,061. These assets are included in the fixed assets listed in Note 65 -Equipment and Leasehold Improvements and include production equipment. The equipment notes have stated or imputed interest rates ranging from 8.9%7.29% to 11.3%.


LUVU BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016 (UNAUDITED)

 

The following is an analysis of the minimum future equipment note payable payments subsequent to December 31, 2017: 2023:

 

Years ending June 30, (in thousands)

 

(in thousands)

 

2018 (six months)  64 
2019 126 
2020 115 
2021 61 
2022 

20

 

2024

 

$232

 

2025

 

427

 

2026

 

309

 

2027

 

130

 

2028

 

 

39

 

Future Minimum Note Payable Payments $386 

 

1,137

 

Less Amount Representing Interest (57)

 

 

(118)
Present Value of Minimum Note Payable Payments 

329

 

 

1,019

 

Less Current Portion 

(100

)

 

 

(383)
Long-Term Obligations under Equipment Notes Payable $

229

 

 

$636

 

19

Table of Contents

 

LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 (UNAUDITED)

NOTE 12. COMMITMENTS AND CONTINGENCIES (continued)

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 $58,152. These assets are included in the finance lease and include production equipment.

On June 22, 2020 the Company entered into finance lease agreement with Wells Fargo in the amount of $34,761 with monthly payment of $850 with 48-month term at an imputed interest rate of 8.09%.

On February 1, 2022 the Company entered into finance lease agreement with Raymond in the amount of $22,862 with monthly payment of $514 with 48-month term at an imputed interest rate of 3.75%.

The following is an analysis of the minimum finance lease payable payments subsequent to December 31, 2023:

Year ending June 30,

 

(in thousands)

 

2024

 

 

8

 

2025

 

 

6

 

2026

 

 

3

 

Future Minimum Finance Lease Payable Payments

 

$17

 

Less Amount Representing Interest

 

 

(1)

Present Value of Minimum Finance Lease Payable Payments

 

 

16

 

Less Current Portion

 

 

(11)

Long-Term Obligations under Finance Lease Payable

 

$5

 

Employment Agreements

 

The Company has entered into an employment agreement with Louis Friedman, President and Chief Executive Officer.CEO. The agreement provides for an annual base salary of $150,000$155,000 and eligibility to receive a bonus. In certain termination situations, the Company is liable to pay severance compensation to Mr. Friedman for up to nine months at his current salary. As of December 31, 2023 the Company has not accrued a liability as it is not probable.

 

Legal Proceedings

 

As of the date of this Quarterly Report, there are no material pending legal or governmental proceedings relating to our companyCompany or properties to which we are a party, and to our knowledge there are no material proceedings to which any of our directors, executive officers or affiliates are a party adverse to us or which have a material interest adverse to us.

 

NOTE 16.13. 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 (Louis Friedman) and majority shareholder in the amount of $76,000.$76,000 (see Note 9). Interest on the note during the sixthree months ended December 31, 20172023 was accrued by the Company at the prevailing prime rate (which is currently 4.5%8.50%) and totaled $1,637.$1,628. The accrued interest on the note as of December 31, 20172023 was $22,033.$37,839. This note is subordinate to all other credit facilities currently in place.

 

On October 30, 2010, Mr. Friedman, loaned the Company $40,000.$40,000 (see Note 9). Interest on the note during the sixthree months ended December 31, 20172023 was accrued by the Company at the prevailing prime rate (which is currently 4.5%8.50%) and totaled $862.$857. The accrued interest on the note as of December 31, 20172023 was $5,651.$5,805. This note is subordinate to all other credit facilities currently in place.

 

20

Table of Contents

On January 3, 2011, an individual loaned the Company $300,000 with an interest rate of 20%. Interest on the loan is being paid monthly, with the principal due in full on January 3, 2012; extended to January 3, 2013; then extended to January 3, 2016; then extended to January 2, 2017; then extended to January 2, 2019 with the principle due on maturity (see Note 9). Mr. Friedman personally guaranteed the repayment of the loan obligation.

LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 (UNAUDITED)

NOTE 13. RELATED PARTY TRANSACTIONS (continued)

 

The Company’s CEO, Louis Friedman, has personally guaranteed the repayment of the loan obligation to Advance Financial Corporation (see Note 1310 – Line of Credit). In addition, Luvu Brands has provided its corporate guarantees of the credit facility. On December 31, 2017,2023, the balance owed under this line of credit was $690,461.


LUVU BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016 (UNAUDITED)

NOTE 16. RELATED PARTY TRANSACTIONS (continued)$1,090,884.

 

On July 20, 2011, the Company issued an unsecured promissory note to an individual for $100,000. Terms of the promissory note call for monthly interest payments of $1,667 (equal to interest at 20% per annum), with the principal amount due in full on July 31, 2012. On July 31, 2012, the note was extended to July 31, 2013 under the same terms. Prior to June 30, 2013, the note was extended to July 31, 2016 under the same terms. Subsequent to June 30, 2016, the note was extended to July 31, 2017 under the same terms. On July 31, 2017, the due date on this note was2012; extended by the holder to July 31, 20192021 under the same terms (see Note 9)8). This note was repaid in full on July 30, 2021 and replaced with a new note from an entity controlled by the same lender with interest payable monthly at 13.5%, principal due in full on July 31, 2023. This note was repaid in full on July 30, 2023 and replaced with a new note from an entity controlled by the same lender with interest payable monthly at 13.5%, principal due in full on July 31, 2025. Repayment of thethis promissory note is personally guaranteed by the Company’s CEO, and controlling shareholder, Louis S. Friedman.

 

On October 31, 2013, the Company issued an unsecured promissory note to an individual for $100,000. Terms of the promissory note call for monthly interest payments of $1,667 (equal to interest at 20% per annum) beginning on November 30, 2013, with the principal amount due in full on or before October 31, 2014. Prior to October 31, 2014 the note was extended to October 31, 2016 under the same terms. Prior to October 31, 2016, the note was extended to October 31, 2017 under the same terms. On October 20, 2017, the due date on this note was extended by the holder to October 31, 20192021 (see Note 8). This note was repaid in full on October 31, 2021 and replaced with a new note from an entity controlled by the same lender with interest payable monthly andat 13.5%, principal due in full on maturity (see Note 9).October 31, 2023. This note was repaid in full on October 31, 2023 and replaced with a new note from an entity controlled by the same lender with interest payable monthly at 13.5%, principal due in full on October 31, 2025. Repayment of the promissory note is personally guaranteed by the Company’s CEO, and majority shareholder, Louis S. Friedman.

 

On May 1, 2012, an individual loaned the Company $200,000 with an interest rate of 20%. Interest on the loan is being paid monthly, with the principal due in full on May 1, 2013; then extended to May 1, 2016; then extended to2021 (see Note 8). This note was repaid in full on April 30, 2021 and replaced with a new note from an entity controlled by the same lender with interest payable monthly at 13.5%, principal due in full on May 1, 2017; then extended to2023. This note was repaid in full on April 30, 2023 and replaced with a new note from an entity controlled by the same lender with interest payable monthly at 13.5%, principal due in full on May 1, 2019 with the principle due on maturity (see Note 9). Mr. Friedman personally guaranteed the repayment of the loan obligation.

The loans from Power Up Lending Group, Ltd. (see Note 12) are guaranteed by the Company (including OneUp and Foam Labs) and are personally guaranteed by the Company’s CEO and majority shareholder, Louis S. Friedman. Power Up Lending Group, Ltd. is controlled by Curt Kramer, who also controls HCI. As last reported to us, HCI, Inc. owns 7.5% of our common stock.

On April 21, 2017, the Company borrowed $300,000 from two individual shareholders with interest at 20% on an unsecured note payable, principal and interest paid bi-weekly with the final payment due April 20, 2018. A portion of the note proceeds were used to satisfy the balance due on the June 29, 2016 note payable and the remaining proceeds of $224,875 are for working capital purposes. At December 31, 2017, the principal balance of this note was $98,750.This note payable is personally guaranteed by the Company’s CEO and majority shareholder, Louis S. Friedman.

On September 7, 2017, the Company borrowed $250,000 from two individual shareholders with interest at 20% on an unsecured note payment, principal and interest paid bi-weekly with the final payment due September 7, 2018. The balance due on the $150,000 unsecured note payable due December 14, 2017 was paid in full and the Company received net proceeds of $227,049 after the repayment of the December 12, 2016 loan. At December 31, 2017, the principal balance of this note was $178,311.2025. The loan is personally guaranteed by the Company’s CEO, and majority shareholder, Louis S. Friedman.

On October 26, 2017, the Company borrowed $300,000 from two individual shareholders with interest at 20% on an unsecured note payable, principal and interest paid bi-weekly with the final payment due October 26, 2018. A portion of the note proceeds were used to satisfy the balance due on the February 14, 2017 note payable and the remaining proceeds of $201,250 are for working capital purposes. At December 31, 2017, the principal balance of this note was $246,852. The loan is personally guaranteed by the Company’s CEO and majority shareholder, Louis S. Friedman.

 

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 8%11%. The aggregate amount owed on the unsecured line of credit was $38,587$6,307 at December 31, 2017 and $14,690 at June 30, 2017.2023 (see Note 11). The loan is personally guaranteed by the Company’s CEO, and majority shareholder, Louis S. Friedman.

 


LUVU BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016 (UNAUDITED)NOTE 14. STOCKHOLDERS’ EQUITY

 

NOTE 16. RELATED PARTY TRANSACTIONS (continued)

On September 5, 2014, the Company amended and restated its HCI Original Notes, to provide for a 3% unsecured promissory note in the principal amount of $700,000 (the “Note”) to HCI. The Note is due on or before August 31, 2019 and bears interest at the rate of 3% per annum. Principal and interest payments under the Note shall be made on a monthly basis, starting on October 1, 2014 and continuing on the first day of each month thereafter for 60 monthly payments. The first 12 payments are $9,405.60 each and increase 15% every year, with 12 payments of $16,450.45 during year five. In the event the Company fails to make a monthly payment under the Note or the Company is subject to a bankruptcy event (as defined under the Note), subject to the Company’s ability to cure such default, HCI may convert all or any portion of the outstanding principal, accrued and unpaid interest, and any other sums due and payable under the Note into shares of our common stock at a conversion price equal to $0.10 per share. Conversion is subject to HCI not being able to beneficially own more than 9.99% of our outstanding common stock upon any conversion, subject to waiver by HCI. The Company has the right to prepay the Note, in whole or in part, subject to notice to HCI, without penalty. At December 31, 2017, the principal balance under the Note was $317,066.   

NOTE 17. STOCKHOLDERS’ EQUITY

Options

 

At December 31, 2017,2023, the Company had the 2009 and 2015 Stock Option PlansPlan (the “Plans”“2015 Plan”), which areis shareholder-approved and under which 2,790,000 shares are reserved for issuance under the 2009 Plan until that Plan terminates on October 20, 2019 and 5,000,0001,450,000 shares are reserved for issuance under the 2015 Plan until thatsuch Plan terminates on August 31, 2025.

 

Under the Plans,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 December 31, 2017,2023, the number of shares available for issuance under the 2015 Plan was 225,000. There are no shares available for issuance under the 2009 Plan, other than the 1,469,000 stock options that have already been granted.150,000.

21

Table of Contents

LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 (UNAUDITED)

NOTE 14. STOCKHOLDERS’ EQUITY (continued)

 

The following table summarizes the Company’s stock option activities during the sixnine months ended December 31, 2017:2023:

  Number of Shares
Underlying
Outstanding
Options
 Weighted
Average
Remaining
Contractual
Life (Years)
 Weighted
Average
Exercise
Price
 Intrinsic
Value
Options outstanding as of June 30, 2017  6,975,000   2.7  $.03  $—   
Granted  1,000,000   4.9  $.03  $—   
Exercised  —     —    $—    $—   
Forfeited or expired  (1,731,000)  (.6) $.04  $—   
Options outstanding as of December 31, 2017  6,244,000   3.1  $.03  $—   
Options exercisable as of December 31, 2017  2,456,500   1.9  $.03  $33,091 

 

 

Number of Shares

Underlying

Outstanding

Options

 

 

Weighted

Average

Remaining

Contractual

Life (Years)

 

 

Weighted

Average

Exercise

Price

 

 

Intrinsic

Value

 

Options outstanding as of June 30, 2023

 

 

1,400,000

 

 

 

3.0

 

 

$.14

 

 

$29,000

 

Granted

 

 

200,000

 

 

 

 

 

 

$-

 

 

 

3,760

 

Exercised

 

 

-

 

 

 

 

 

 

$-

 

 

 

-

 

Forfeited or expired

 

 

(250,000)

 

 

 

 

 

$-

 

 

 

-

 

Options outstanding as of December 31, 2023

 

 

1,350,000

 

 

 

2.7

 

 

$.115

 

 

$21,000

 

Options exercisable as of December 31, 2023

 

 

550,000

 

 

 

1.6

 

 

$.09

 

 

$18,500

 

 

The aggregate intrinsic value in the table above is before applicable income taxes and represents the excess amount over the exercise price optioneesoptions 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 $.04$0.10 for such day.

 

There were 1,000,000no stock options exercised during the six months ended December 31, 2023 and the six months ended December 31, 2022.

There were 200,000 stock options granted during the six months ended December 31, 2017 and 250,0002023. There were no stock options granted during the six months ended December 31, 2016. The value assumptions related to options granted during the six months ended December 31, 2017 and 2016, were as follows:2022.

 


LUVU BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016 (UNAUDITED)

  Six Months 
Ended December 31, 2017
 Six Months 
Ended December 31, 2016
Exercise Price: $.03 $.02
Volatility: 409% 236%
Risk Free Rate: 2.06% 1.05%
Vesting Period: 4 years 4 years
Forfeiture Rate: 0% 0%
Expected Life 4.1 years 4.1 years
Dividend Rate 0% 0%

The following table summarizes the weighted average characteristics of outstanding stock options as of

December 31, 2017:

  Outstanding Options Exercisable Options
Exercise Prices Number
of Shares
 Remaining
Life 
(Years)
 Weighted
Average 
Price
 Number of
Shares
 Weighted
Average
 Price
$.01 to 03   5,175,000   3.6  $.02   1,387,500  $.02
$.05 to 09   1,069,000   .6  $.05   1,069,000  $.05
Total stock options      6,244,000   3.1  $.03   2,456,500  $.03

2023:

 

 

 

 

Outstanding Options

 

 

Exercisable Options

 

Exercise Prices

 

 

Number

of Shares

 

 

Remaining

Life

(Years)

 

 

Weighted

Average

Price

 

 

Number of

Shares

 

 

Weighted

Average

Price

 

$.02 to $.03

 

 

 

400,000

 

 

 

1.0

 

 

$.03

 

 

 

325,000

 

 

$.03

 

$.05 to $.10

 

 

 

200,000

 

 

 

4.9

 

 

$.08

 

 

 

-

 

 

$-

 

$.15 to $.20

 

 

 

700,000

 

 

 

3.4

 

 

$.16

 

 

 

200,000

 

 

$.16

 

$.30

 

 

 

50,000

 

 

 

2.9

 

 

$.30

 

 

 

25,000

 

 

 

.30

 

Total stock options

 

 

 

1,350,000

 

 

 

2.9

 

 

$.12

 

 

 

550,000

 

 

$.09

 

Stock-based compensation

We account for stock-based compensation to employees in accordance with FASB ASC 718, Compensation – Stock Compensation.Compensation. We measure 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 expense in the financial statements over the respective vesting period.

 

Stock option-based compensation expense recognized in the condensed consolidated statements of operations for the three and six month periodsmonths ended December 31, 20172023 and 20162022 are based on awards ultimately expected to vest, and is reduced for estimated forfeitures.

22

Table of Contents

LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 (UNAUDITED)

NOTE 14. STOCKHOLDERS’ EQUITY (continued)

 

The following table summarizes stock option-based compensation expense by line item in the Condensed Consolidated Statements of Operations, all relating to the Plans:

 

  Three Months 
Ended December 31,
 Six Months 
Ended December 31,
  2017 2016 2017 2016
  (in thousands)
Cost of Goods Sold $—    $1  $1  $2 
Other Selling and Marketing  1   2   3   4 
General and Administrative  4   4   8   8 
Total Stock-based Compensation Expense $5  $7  $12  $14 

 

 

Three Months 

Ended December 31,

 

 

Six Months 

Ended December 31,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

                          ($ in thousands)            

 

Cost of Goods Sold

 

$1

 

 

$1

 

 

$2

 

 

$2

 

Other Selling and Marketing

 

 

4

 

 

 

3

 

 

 

7

 

 

 

7

 

General and Administrative

 

 

6

 

 

 

6

 

 

 

(4)

 

 

13

 

Total Stock-based Compensation Expense

 

$11

 

 

$10

 

 

$5

 

 

$22

 

 

As of December 31, 2017,2023, the Company’s total unrecognized compensation cost was $78,189$78,388 which will be recognized over the weighted average vesting period of three years.approximately twenty-seven months.

Share Purchase Warrants

 

As of December 31, 20172023 and 2016,2022, there were no share purchase warrants outstanding.

 

23


LUVU BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2017 AND DECEMBER 31, 2016 (UNAUDITED)Common Stock

 

Common Stock

The Company’s authorized common stock was 175,000,000 shares at December 31, 20172023 and June 30, 2017.2023. Common shareholders are entitled to dividends if and when declared by the Company’s Board of Directors, subject to preferred stockholder dividend rights. At December 31, 2017,2023, the Company had reserved the following shares of common stock for issuance:

December 31,

2017

Shares of common stock reserved for issuance under the 2009 Stock Option Plan

2023

1,469,000

Shares of common stock reserved for issuance under the 2015 Stock Option Plan

5,000,0001,450,000

Shares of common stock issuable upon conversion of the Preferred Stock

4,300,000

4,300,000

Total shares of common stock equivalents

10,769,0005,750,000

 

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 10,000,000 authorized shares of preferred stock, par value $.0001 per share, of which 4,300,000 shares have been designated and issued as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into one share of common stock and has a liquidation preference of $.2325 ($1,000,000 in the aggregate). Liquidation payments to the preferred holders have priority and are made in preference to any payments to the holders of common stock. In addition, each share of Series A Convertible Preferred Stock is entitled to the number of votes equal to the result of: (i) the number of shares of common stock of the Company issued and outstanding at the time of such vote multiplied by 1.01; divided by (ii) the total number of Series A Convertible Preferred Shares issued and outstanding at the time of such vote. At each meeting of shareholders of the Company with respect to any and all matters presented to the shareholders of the Company for their action or consideration, including the election of directors, holders of Series A Convertible Preferred Shares shall vote together with the holders of common shares as a single class.

 

23

Table of Contents

NOTE 18. SUBSEQUENT EVENTS

LUVU BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 (UNAUDITED)

 

None.NOTE 15. SUBSEQUENT EVENTS

 

On January 15, 2024, the Company notified Martin Scott, Chief Financial Officer of the Company, that the Company would retain a full time on site Chief Financial Officer effective following the filing of the Company’s Form 10-Q Quarterly Report for the period ended December 31, 2023 (the “Effective Date”).

 

On January 15, 2024, the Company engaged Chris Knauf to serve as Chief Financial Officer and Controller of the Company commencing on the Effective Date. Mr. Knauf receives an annual salary of $150,000 increasing to $160,000 upon the Effective Date. Mr. Knauf with receive 200,000 stock option will be granted on April 1, 2024 and an additional 200,000 will be granted on July 1,2024.

 


24


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 our Interim Unaudited Condensed Consolidated Financial Statements, expressed as a percentage of net sales. The discussion that follows the table should be read in conjunction with our Interim Unaudited Condensed Consolidated Financial Statements. Dollar amounts below are reflected in thousands.

 

 Three Months Ended 

 

Three Months Ended

 

 (unaudited) 

 

(unaudited)

 

 

December 31, 2017

 

December 31, 2016

 

 

December 31,

2023

 

 

December 31,

2022

 

Net Sales  100.0% 100.0%

 

100%

 

100.0%
Cost Of Goods Sold  

70.7

%  

70.0

%

 

 

73.2%

 

 

72.2%
Gross Margin  29.3% 30.0%

 

26.8%

 

27.8%
Selling, General and Administrative Expenses 

23.2

% 

19.9

%
Income From Operations  6.1%  10.1%
 

 

 

Six Months Ended

 
  (unaudited) 
 

December 31, 2017

 

December 31, 2016

 
Net Sales  100.0% 100.0%
Cost Of Goods Sold  

71.7

%  

72.7

%
Gross Margin  28.3% 27.3%
Selling, General and Administrative Expenses 

25.6

% 

21.9

%
Income From Operations  2.7%  5.4%

Operating Expenses

 

 

23.9%

 

 

18.1%

Income from operations

 

 

2.9%

 

 

9.6%

 

 

Six Months Ended

 

 

 

(unaudited)

 

 

 

December 31,

2023

 

 

December 31,

2022

 

Net Sales

 

 

100%

 

 

100.0%

Cost Of Goods Sold

 

 

73.7%

 

 

73.9%

Gross Margin

 

 

26.3%

 

 

26.1%

Operating Expenses

 

 

25.0%

 

 

17.7%

Income from operations

 

 

1.3%

 

 

8.4%

 

The following table represents the net sales and percentage of net sales by product type:

         
  

 Three Months Ended

(unaudited)

(Dollars in thousands) 

December 31, 2017

 


December 31, 2016

Net Sales:        
Liberator $2,048   44% $2,181   42%
Jaxx  1,126   24%  869   17%
Avana  510   11%  405   8%
Products purchased for resale  753   16%  1,433   28%
Other  

198

   

5

%

  

246

   

5

%

             Total Net Sales $4,635   100% $5,134   100%

 

        
 

 Six Months Ended

(unaudited)

 

Three Months Ended

(unaudited)

 

(Dollars in thousands) 

December 31, 2017

 


December 31, 2016

 

December 31, 2023

 

December 31, 2022

 

Net Sales:        

 

 

 

 

 

 

 

 

 

Liberator $3,685   45% $4,043   44%

 

$3,789

 

56%

 

$4,856

 

60%
Jaxx 1,925 23% 1,497 16%

 

1,766

 

26%

 

2,088

 

26%
Avana 955 11% 661 7%

 

671

 

10%

 

542

 

7%
Products purchased for resale 1,301 16% 2,597 28%

 

281

 

4%

 

370

 

4%
Other  

392

  

5

%

  

441

  

5

%

 

 

279

 

 

 

4%

 

 

279

 

 

 

3%
Total Net Sales $8,258 100% $9,239 100%

 

$6,786

 

100%

 

$8,135

 

100%

 

 

Six Months Ended

(unaudited)

 

(Dollars in thousands)

 

December 31, 2023

 

 

December 31, 2022

 

Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

Liberator

 

$7,085

 

 

 

55%

 

$9,964

 

 

 

62%

Jaxx

 

 

3,551

 

 

 

28%

 

 

3,869

 

 

 

24%

Avana

 

 

1,197

 

 

 

9%

 

 

1,096

 

 

 

7%

Products purchased for resale

 

 

527

 

 

 

4%

 

 

685

 

 

 

4%

Other

 

 

552

 

 

 

4%

 

 

581

 

 

 

3%

Total Net Sales

 

$12,912

 

 

 

100%

 

$16,195

 

 

 

100%

25

Table of Contents

 


Three Months Ended December 31, 20172023 Compared to Three Months Ended December 31, 20162022

 

Net sales. Sales for the three months ended December 31, 20172023 were $4,635,160,approximately $6,786, a 10%17% 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 decreased $133,000 (or 6%)$1,067 or 21%, during the quarter from the comparable prior year period, due primarily to lower sales through certain e-merchant customers, includingthe Company’s e-commerce site, Liberator.com, and Amazon. The decrease was a result of the increased revenues for the three months ended December 31, 2022, from the Netflix series “How to Build a Sex Room” - 7 part series began July 2022. . Despite increased expenses in advertising and promotion we were not successful in maintaining that growth.

·

Jaxx salesJaxx product sales increased 30%decreased $322 or 15% from the prior year secondfirst quarter primarily due to an expanded product offering$1,799. The decrease was a result of outdoor products and greater sales through e-merchants, including Amazon.increased competition.

·

Avana sales – Net sales of Avana products increased 26%decreased $89,000 or 24% during the quarter from the comparable prior year quarter. Thisquarter to $531. Sales of this product line of top-of-bed comforthave been impacted by lower-priced competitive products continues to sell wellin the marketplace, production constraints which resulted in longer delivery lead times which resulted in lower sales through e-merchantdrop ship channels with broad consumer reach including Amazon, BrookstoneOverstock and others.Wayfair.

·

Products purchased for resale –This product category declined by $680,000remained the same  from the prior year second  quarter and was driven by a $894,000 decrease in the sales of Tenga products, as we have terminated our relationship with Tenga to focus our efforts on sales of our own branded products.

 

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, royalties and depreciation. Gross profit margin, as a percentage of sales, decreased slightly to 29%26.8% from 30%27.8% in the prior year period, primarily duefirst quarter. Gross profit decreased to an increase$1,818 from $2,259 in production labor costs.the prior year first quarter.

 

Operating expenses. Total operating expenses for the three months ended December 31, 20172023 were 23%approximately 24% of net sales, or approximately $1,075,000,$1,664 compared to 20%18% of net sales, or approximately $1,020,000,$1,476, for the same period in the prior year. The increase was due to additional spending on advertising, marketing, promotions and well as higher labor costs.

Other income (expense). Interest expense during the first quarter increased slightly from approximately ($88) in fiscal 2023 to approximately ($84) in fiscal 2024. The decrease was primarily due to higher General and administrative expense, which resulted primarily from higher business insurance expense and personnel costs.average borrowing balances.

 

Other income (expense). Other income (expense) during the second quarter increased from expense of approximately ($122,000) in fiscal 2017 to expense of approximately ($134,000) during the second quarter of fiscal 2018.

Six Months Ended December 31, 20172023 Compared to SixThree Months Ended December 31, 20162022

Net sales. Net salesSales for the sixSix months ended December 31, 2017 decreased to $8,258,0822023 were approximately $12,912, a 20% decrease from the comparable prior year period by $980,936, or 11%.period.  The major components of net sales, by product, are as follows:

 

·

Liberator sales -Sales of Liberator branded products decreased $358,000 (or 9%)$2,879, or 29%, during the six monthsquarter from the comparable prior year period, due primarily to lower sales through certain e-merchant customers, includingthe Company’s e-commerce site, Liberator.com, and Amazon. The decrease was a result of the increased revenues for the six months ended December 31, 2022, from the Netflix series “How to Build a Sex Room” - 7 part series began July 2022. Despite increased expenses in advertising and promotion we were not successful in maintaining that growth.

·

Jaxx sales –Jaxx product sales increased 29%decreased $318 or 8% from the prior year first half, primarily duequarter to an expanded product offering$1,799 The decrease was a result of outdoor products and greater sales through e-merchants, including Amazon.increased competition.

·

Avana sales – Net sales of Avana products increased 44%decreased $101 or 9% during the first six monthquarter from the comparable prior year quarter. Thisquarter to $531. Sales of this product line of top-of-bed comforthave been impacted by lower-priced competitive products continues to sell wellin the marketplace, production constraints which resulted in longer delivery lead times which resulted in lower sales through e-merchantdrop ship channels with broad consumer reach including Amazon, BrookstoneOverstock and others.Wayfair.

·

Products purchased for resale –This product category declineddecreased by $1,296,0006%, or $33, from the prior year second quarter and was driven by a $1,661,000 decrease in thesix months  due to lower sales of Tenga products.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, royalties and depreciation. Total grossGross profit for the six months ended December 31, 2017 decreased to $2,336,945 from $2,517,950 (a decrease of approximately 7%) in the comparable prior year period. Gross profitmargin, as a percentage of net sales, increaseddecreased to 28.3% for the six months ended December 31, 201726.3% from 27.3%26.1% in the comparable prior year period. This increasefirst quarter. Gross profit decreased to $3,400 from $4,232 in gross profit as a percentage of net sales is a result of the shift in net sales to higher margin manufactured products from the lower margin products purchased for resale.prior year first quarter.

 


26

Table of Contents

Operating expenses. Total operating expenses for the six months ended December 31, 20172023 were 25.6%approximately 25% of net sales, or $2,114,120,approximately $3,278 compared to 21.9%18% of net sales, or $2,022,018,approximately $2,873 for the same period in the prior year. GeneralThe increase was due to additional spending on advertising, marketing, promotions and administrative expense increased by 7.3% and was primarily the result ofwell as higher business insurance expense, personnel costs, and costs related to providing employee health benefits mandated by the Affordable Care Act.labor costs.

 

Other income (expense). Other income (expense) decreased Interest expense during the six months increased slightly from an expense ofapproximately ($274,202)171) in fiscal 20172023 to an expense ofapproximately ($266,615)188) in fiscal 2018.2024. The decrease was primarily due to lower interest expense on lowerhigher average loanborrowing balances.

 

Variability of Results

 

We have 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 our control such as foreign exchange fluctuation, changes in government regulations, and economic changes in the regions in which we operate and sell. A portion of our 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 our 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. We 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.

 

Liquidity and Capital Resources

 

The following table summarizes our cash flows:    

 

 

 

 

 Six Months Ended

 

Six Months Ended

 

 December 31,

 

December 31,

 

(Dollars in thousands) 2017 2016

 

2023

 

 

2022

 

 (Unaudited)

 

(Unaudited)

 

Cash flow data:    

 

 

 

 

 

Cash provided by operating activities $160  $64 

 

$370

 

$1,402

 

Cash used in investing activities $(18) $(47)

 

$(39)

 

$(54)
Cash provided by (used in) financing activities $(317 $8 

Cash provided by financing activities

 

$(159)

 

$(332)

 

As of December 31, 2017,2023, our cash and cash equivalents totaled $566,925,$1,213 compared to $569,939$1,875 in cash and cash equivalents as of December 31, 2016.2022.

 

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. Our principal sources of liquidity are our cash flow that we generate from our operations, availability of borrowings under our line of credit and cash raised through equity and debt financings.

 

Operating Activities

Net cash provided by operating activities was $160,336 in$370,000 during the sixSix months ended December 31, 20172023 compared to $64,022 of$1,402,000 net cash provided by operating activities in the six months ended December 31, 2016.2022.  The primary components of the cash provided by operating activities in the current year is the decrease in Inventory of $709,000 and increase in accounts payableAccrued Compensation of $217,040, a decrease in the inventory reserve of $31,732 and depreciation expense of $106,117,$4,000, offset in part by a net loss of 125,000 an increase in accounts receivable of $72,360 and an increase in inventory$227,000 decrease accounts payable of $53,509.$258,000.

 

Investing Activities

Cash used in investing activities in the sixSix months ended December 31, 20172023 was $18,343$39 and related to the purchase and installation of certain production equipment and leasehold improvements during the first and second quarter.period.

 

27

Table of Contents

 


Financing Activities

 

Financing Activities

Cash used inby financing activities during the sixSix months ended December 31, 20172023 of $317,261$159 was primarily attributable to the repayment of the credit card advancesecured and unsecured notes payable offset in part by the proceeds for borrowing on an unsecured note payable.

Cash provided by financing activities during the six months ended December 31, 2016 of $8,234 was primarily attributable to the increase of borrowings under the credit card advance, the revolving line of credit and the sale of common stock, offset by repayments of unsecured notes payable, repayment of term note-shareholder and payments made on equipment notes and capital leases.

Inflationnotes.

 

We cannot determine the precise effects of inflation; however, inflation continues to have an influence on the cost of materials, salaries,Inflation

During fiscal 2023, we experienced increases in various raw material costs and increases in labor and transportation costs. We attemptThese cost pressures have not stabilized and we anticipate they will continue to offsetincrease throughout the effectsfiscal 2024, although there is no assurance this will occur. Furthermore, if our customers reduce their levels of inflation through increased sellingspending in response to increases in retail prices productivity improvements,and/or we are unable to pass such cost increases to our customers, our revenues and reduction of costs.our profit margins may decrease. 

 

Sufficiency of Liquidity

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. We incurred a net loss of approximately $43,790 for the six months ended December 31, 2017 and net income of approximately $203,000 for the year ended June 30, 2017. As of December 31, 2017, we have an accumulated deficit of approximately $9,050,000 and a working capital deficit of approximately $1,865,000. This raises substantial doubt about our ability to continue as a going concern.

In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon our ability to meet our financing requirements, and the success of our future operations. Management believes that actions presently being taken to revise our operating and financial requirements provide the opportunity for the Company to continue as a going concern.

These actions include an ongoing initiative to increase sales, gross profits and our gross profit margin. To that end, we continued to make improvements to our e-commerce sites during 2017. At the end of fiscal 2016 we ordered new equipment to increase our fabric cutting capacity; this equipment was delivered and installed during the first quarter of fiscal 2017. At the end of fiscal 2017, we evaluated various options for increasing the throughput of our compressed foam products and during the first quarter of fiscal 2017, we purchased new equipment for installation during the second quarter of fiscal 2017. These actions should yield higher sales at a lower cost of goods sold. We also plan to continue to manage discretionary expense levels to be better aligned with current and expected revenue levels. We estimate that the operational and strategic growth plans we have identified over the next twelve months will require approximately $250,000 of funding, of which we estimate will be provided by debt financing and, to a lesser extent, cash flow from operations as well as cash on hand.

CAUTIONARY STATEMENT OF FORWARD LOOKING INFORMATION

Except for the historical information contained herein, the matters discussed in this Quarterly Report on Form 10-Q include certain forward-looking statements. Those statements include, but may not be limited to, all statements regarding management’s intent, belief, and expectations, such as statements concerning our future profitability and our operating and growth strategy. Words such as believe,” anticipate,” expect,” will,” may,” should,” intend,” plan,” estimate,” predict,” potential,” continue,” likely” and similar expressions are intended to identify forward-looking statements.

In addition, any statements that refer to our plans, expectations, strategies or other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statement for any reason.


Non-GAAP Financial Measures

 

Reconciliation of net income to Adjusted EBITDA income for the six months ended December 31, 20172023 and 2016:2022: 

 

(Dollars in thousands) Six months ended December 31,

 

Six months ended December 31,

 

 2017 2016

 

2023

 

2022

 

Net (loss) income $(44) $222 
Less interest income  —     —   

Net income (loss)

 

$

(97

)

 

$

1,188

 

Plus interest expense, net  267   273 

 

188

 

172

 

Plus depreciation and amortization expense  106   103 

 

203

 

175

 

Plus stock-based compensation  12   14 

 

 

11

 

 

22

 

Adjusted EBITDA income $341  $612 

Adjusted EBITDA

 

$

305

 

$

1,557

 

 

As used herein, Adjusted EBITDA income represents net income before interest income, interest expense, income taxes, depreciation, amortization, and stock-based compensation expense. We have 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 (Generally Accepted Accounting Principles).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 lossincome of the Company or net cash used inprovided 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 we believe 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

We do not use off-balance sheet arrangements with unconsolidated entities or related parties, nor do we use other forms of off-balance sheet arrangements. Accordingly, our liquidity and capital resources are not subject to off-balance sheet risks from unconsolidated entities. As of December 31, 2023, we 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. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2 to our unaudited condensed consolidated financial statements appearing in this report.

28

Table of Contents

Recent accounting pronouncements

ASU 2016-13 Current Expected Credit Loss (ASC326)

In December 2021, the FASB issued an update to ASU No. 2016-13 the Current Expected Credit Losses (CECL) standard (ASC 326), which is designed to provide greater transparency and understanding of credit risk by incorporating estimated, forward-looking data when measuring lifetime Estimated Credit Losses (ECL) and requires enhanced financial statement disclosures. This guidance was adopted on January 1, 2023, with no effect to the financial statements.

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 condensed consolidated accompanying financial statements.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We do not enter into any transactions using derivative financial instruments or derivative commodity instruments and believe that our exposure to market risk associated with other financial instruments is not material.

 

ITEM 4.CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that we file or submit 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 our management, including our principal executive officer (Chief Executive Officer) and principal financial officer (Chief Financial Officer), of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our CEO and CFO concluded that our 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 we file or submit 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 we file or submit 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 our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 


29

Table of Contents

 

PART IIOTHER INFORMATION

 

PART IIOTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

 

We are not currently subject to any material legal proceedings, nor, to our knowledge, is there any legal proceeding threatened against us. However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business.

 

ITEM 1A.RISK FACTORS

 

This item is not required for a smaller reporting company.

 

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES

 

None.

 

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5.OTHER INFORMATION

 

None.

ITEM 6.EXHIBITS

TheEffective following exhibits are furnished withthe filing of this report:report (the “Effective Date”).  Chris Knauf, a current employee of the Company, shall commence serving as Chief Financial Officer and Controller of the Company.  Mr. Knauf receives an annual salary of $150,000 increasing to $160,000 upon the Effective Date. Furthermore, subject to Mr. Knauf’s continued employment, the Company agreed to grant Mr. Knauf options to purchase 200,000 shares of common stock on April 1, 2024 and options to purchase an additional 200,000 shares of common stock on July 1, 2024.

 

Exh. No.Description
 
31.1Section 302 Certification by the Corporation’s Principal Executive Officer30
31.2Section 302 Certification by the Corporation’s Principal Financial and Accounting Officer

32.1Section 906 Certification by the Corporation’s Principal Executive OfficerTable of Contents
32.2Section 906 Certification by the Corporation’s Principal Financial and Accounting Officer
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Labels Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

 

ITEM 6.EXHIBITS

 


 

 

 

 

Incorporated by Reference

 

Filed

or Furnished

No.

 

Exhibit Description

 

Form

 

Date Filed

 

Number

 

Herewith

2.1

 

Merger and Capitalization Agreement

 

8-K

 

10/22/09

 

2.1

 

 

2.2

 

Stock Purchase and Recapitalization Agreement

 

8-K/A

 

3/24/10

 

2.2

 

 

2.3

 

Amendment No. 1 to the Stock Purchase and Recapitalization Agreement

 

8-K/A

 

3/24/10

 

2.3

 

 

3.1

 

Amended and Restated Articles of Incorporation

 

SB-2

 

3/2/07

 

3(i)

 

 

3.2

 

Articles of Amendment to the Amended and Restated Articles of Incorporation

 

8-K

 

2/23/11

 

3.1

 

 

3.3

 

Designation of Rights and Preferences of Series A Convertible Preferred Stock

 

8-K

 

2/23/11

 

4.1

 

 

3.4

 

Articles of Amendment to the Amended and Restated Articles of Incorporation

 

8-K

 

3/3/11

 

3.1

 

 

3.5

 

Articles of Amendment to the Amended and Restated Articles of Incorporation

 

8-K

 

11/5/15

 

3.5

 

 

3.6

 

Bylaws

 

SB-2

 

3/2/07

 

3(ii)

 

 

10.1

 

Letter Agreement, as amended, between LUVU Brands, Inc. and Chris Knauf dated January 11, 2024*

 

 

 

 

 

 

 

Filed

31.1

 

Section 302 Certification by the Corporation’s Principal Executive Officer

 

 

 

 

 

 

 

Filed

31.2

 

Section 302 Certification by the Corporation’s Principal Financial and Accounting Officer

 

 

 

 

 

 

 

Filed

32.1

 

Section 906 Certification by the Corporation’s Principal Executive Officer

 

 

 

 

 

 

 

Filed

32.2

 

Section 906 Certification by the Corporation’s Principal Financial and Accounting Officer

 

 

 

 

 

 

 

Filed

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

 

*Management contract or compensatory plan or arrangement.

31

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)

February 20, 2024

By:  

February 13, 2018By:  

/s/ Louis S. Friedman

(Date)

Louis S. Friedman

President and Chief Executive Officer

(Principal Executive Officer)

February 20, 2024

By:  

/s/ Martin Scott

February 13, 2018

(Date)

By:  

/s/ Ronald P.

Martin Scott

(Date)Ronald P. Scott

Chief Financial Officer and Secretary

(Principal Financial & Accounting Officer)

32