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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,