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were to occur, it could impair our ability to acquire the types and quantities of products that we desire from the applicable suppliers |
on acceptable terms, severely impact our liquidity and capital resources, limit our ability to operate our business and could have a |
material adverse effect on our financial condition and results of operations. We |
may be unable to source new suppliers or strengthen our relationships with current suppliers. During the year ended December 31, 2022, four main suppliers represented |
approximately 92% of our product purchases. Our agreements with suppliers are generally terminable at will by either party upon short |
notice. If we do not maintain our existing relationships or build new relationships with suppliers on acceptable commercial terms, we |
may not be able to maintain a broad selection of merchandise, and our business and prospects would suffer severely. In |
order to attract quality suppliers, we mu ● demonstrate |
our ability to help our suppliers increase their sales; ● offer |
suppliers a high quality, cost-effective fulfillment process; and ● continue |
to provide suppliers with a dynamic and real-time view of our demand and inventory needs. If |
we are unable to provide our suppliers with a compelling return on investment and an ability to increase their sales, we may be unable |
to maintain and/or expand our supplier network, which would negatively impact our business. Increased |
prices and interruptions in deliveries for finished goods or raw materials could increase our cost of revenues and decrease demand for our |
products, which could adversely affect our revenue or profitability. Our |
profitability is affected by the prices of the finished goods and raw materials used in the manufacturing and sale of our products. These |
prices may fluctuate based on a number of factors beyond our control, including, among others, changes in supply and demand, general |
economic conditions, labor costs, competition, import duties, tariffs, currency exchange rates and, in some cases, government regulation. |
Increased prices could adversely affect our profitability or revenues. We do not have long-term supply contracts for finished goods and |
raw materials. Significant increases in the prices of finished goods and raw materials could adversely affect our profit margins, especially |
if we are not able to recover these costs by increasing the prices we charge our customers for our products. Our |
dependency upon regular deliveries from particular suppliers means that interruptions or stoppages in such deliveries could adversely |
affect our operations until arrangements with alternate suppliers could be made. If any of our suppliers were unable to deliver finished |
goods and raw materials to us for an extended period of time, as the result of financial difficulties, catastrophic events affecting |
their facilities or other factors beyond our control, or if we were unable to negotiate acceptable terms for the supply of finished goods |
and raw materials with these or alternative suppliers, our business could suffer. We may not be able to find acceptable alternatives, |
and any such alternatives could result in increased costs for us. Even if acceptable alternatives are found, the process of locating |
and securing such alternatives might be disruptive to our business. Extended unavailability of a necessary finished good or raw material |
could cause us to cease manufacturing or selling one or more of our products for a period of time. We |
depend on third-party delivery services, for both inbound and outbound shipping, to deliver our products to our distribution centers |
and subsequently to our retail partners and customers on a timely and consistent basis, and any deterioration in our relationship with |
any one of these third parties or increases in the fees that they charge could harm our reputation and adversely affect our business |
and financial condition. We rely on third parties for the shipment of our products, both inbound |
and outbound shipping logistics, and we cannot be sure that these relationships will continue on terms favorable to us, or at all. Shipping |
costs have increased from time to time, and may continue to increase, and we may not be able to pass these costs directly to our customers. |
Any increased shipping costs could harm our business, prospects, financial condition and results of operations by increasing our costs |
of doing business and reducing gross margins which could negatively affect our operating results. In addition, we utilize a variety of |
shipping methods for both inbound and outbound logistics. For inbound logistics, we rely on trucking, ocean carriers, and air carriers |
and any increases in fees that they charge could adversely affect our business and financial condition. For outbound logistics, we rely |
on “Less-than-Truckload” and parcel freight based upon the product and quantities being shipped and customer delivery requirements. |
These outbound freight costs have increased on a year-over-year basis and may continue to increase in the future. 72 In |
addition, if our relationships with these third parties are terminated or impaired, or if these third parties are unable to deliver products |
for us, whether due to labor shortage, slow down or stoppage, deteriorating financial or business condition, responses to terrorist attacks |
or for any other reason, we would be required to use alternative carriers for the shipment of products to our customers. Changing carriers |
could have a negative effect on our business and operating results due to reduced visibility of order status and package tracking and |
delays in order processing and product delivery, and we may be unable to engage alternative carriers on a timely basis, upon terms favorable |
to us, or at all. In |
the event of a catastrophic loss of our key distribution facility, our business would be adversely affected. While |
we maintain insurance covering our facility, including business interruption insurance, a catastrophic loss of the use of all or a portion |
of our distribution facility, due to accident, labor issues, weather conditions, natural disaster or otherwise, whether short or long-term, |
could have a material adverse effect on us. Our |
business is highly competitive. Competition presents an ongoing threat to the success of our business. Our |
business is rapidly evolving and intensely competitive, and we have many competitors. Our competition includes big box retailers, such |
as Foster Grant, SAV Eyewear, Eyebobs, Peepers, Blue Gem, Sees Eyewear, Modo, and EyeOs, and online marketplaces, such as Amazon. We |
expect competition to continue to increase. We believe that our ability to compete successfully depends upon many factors both within |
and beyond our control, includin ● the |
size and composition of our customer base; ● the |
number of suppliers and products we feature; ● our |
selling and marketing efforts; ● the |
quality, price and reliability of products we offer; ● the |
quality and convenience of the shopping experience that we provide; ● our |
ability to distribute our products and manage our operations; and ● our |
reputation and brand strength. Many |
of our current competitors have, and potential competitors may have, longer operating histories, greater brand recognition, larger fulfillment |
infrastructures, greater technical capabilities, faster and less costly shipping, significantly greater financial, marketing and other |
resources and larger customer bases than we do. These factors may allow our competitors to derive greater net revenue and profits from |
their existing customer base, acquire customers at lower costs or respond more quickly than we can to new or emerging technologies and |
changes in consumer habits. These competitors may engage in more extensive research and development efforts, undertake more far-reaching |
marketing campaigns and adopt more aggressive pricing policies, which may allow them to build larger customer bases or generate net revenue |
from their customer bases more effectively than we do. If |
we fail to manage our growth effectively, our business, financial condition and operating results could be harmed. To |
manage our growth effectively, we must continue to implement our operational plans and strategies, improve, and expand our infrastructure |
of people and information systems and expand, train and manage our employee base. To support continued growth, we must effectively integrate, |
develop and motivate new employees. We face significant competition for personnel. Failure to manage our hiring needs effectively or |
successfully integrate our new hires may have a material adverse effect on our business, financial condition and operating results. 73 Additionally, |
the growth of our business places significant demands on our operations, as well as our management and other employees. The growth of |
our business may require significant additional resources to meet these daily requirements, which may not scale in a cost-effective manner |
or may negatively affect the quality of our sites and customer experience. We are also required to manage relationships with a growing |
number of suppliers, customers and other third parties. Our information technology systems and our internal controls and procedures may |
not be adequate to support future growth of our supplier and employee base. If we are unable to manage the growth of our organization |
effectively, our business, financial condition and operating results may be materially adversely affected. Significant |
merchandise returns could harm our business. We |
allow our customers to return products, subject to our return policy. If merchandise returns are significant, our business, prospects, |
financial condition and results of operations could be harmed. Further, we modify our policies relating to returns from time to time, |
which may result in customer dissatisfaction or an increase in the number of product returns. Many of our products are large and require |
special handling and delivery. From time to time our products are damaged in transit, which can increase return rates and harm our brand. We |
may be subject to product liability and other similar claims if people or property are harmed by the products we sell. Some |
of the products we sell may expose us to product liability and other claims and litigation (including class actions) or regulatory action |
relating to safety, personal injury, death or environmental or property damage. Some of our agreements with members of our supply chain |
may not indemnify us from product liability for a particular product, and some members of our supply chain may not have sufficient resources |
or insurance to satisfy their indemnity and defense obligations. Although we maintain liability insurance, we cannot be certain that |
our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically |
reasonable terms, or at all. We |
are engaged in legal proceedings that could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s |
time and attention. From |
time to time, we are subject to litigation or claims that could negatively affect our business operations and financial position. Litigation |
disputes could cause us to incur unforeseen expenses, result in site unavailability, service disruptions, and otherwise occupy a significant |
amount of our management’s time and attention, any of which could negatively affect our business operations and financial position. |
We also from time to time receive inquiries and subpoenas and other types of information requests from government authorities and we |
may become subject to related claims and other actions related to our business activities. While the ultimate outcome of investigations, |
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