MSN 10-Q
Emerson Radio Corp (MSN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
Or
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
EMERSON RADIO CORP.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
| (Address of principal executive offices) | (Zip code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| | ☒ | Smaller reporting company | |
| Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of common stock as of August 14, 2023:
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
| Three Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Net revenues: | ||||||||
| Net product sales | $ | $ | ||||||
| Licensing revenue | ||||||||
| Net revenues | ||||||||
| Costs and expenses: | ||||||||
| Cost of sales | ||||||||
| Selling, general and administrative expenses | ||||||||
| Total costs and expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other (loss) income: | ||||||||
| Interest income, net | ||||||||
| Income from governmental assistance programs | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Provision for income tax expense | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Basic loss per share | $ | ( | ) | $ | ( | ) | ||
| Diluted loss per share | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
The accompanying notes are an integral part of the consolidated financial statements.
EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands except share data)
| June 30, 2023 | March 31, 2023 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Licensing receivable | ||||||||
| Inventory | ||||||||
| Prepaid purchases | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets: | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use asset-operating leases | ||||||||
| Right-of-use asset-finance leases | ||||||||
| Other assets | ||||||||
| Total Non-Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and other current liabilities | ||||||||
| Due to affiliate | ||||||||
| Short-term operating lease liability | ||||||||
| Short-term finance lease liability | ||||||||
| Income tax payable, current portion | ||||||||
| Advanced deposits | ||||||||
| Deferred revenue | ||||||||
| Total Current Liabilities | ||||||||
| Non-Current Liabilities: | ||||||||
| Long-term operating lease liability | ||||||||
| Long-term finance lease liability | ||||||||
| Income tax payable | ||||||||
| Total Non-Current Liabilities | ||||||||
| Total Liabilities | $ | $ | ||||||
| Shareholders’ Equity: | ||||||||
| Series A Preferred shares — shares authorized; shares issued and outstanding; liquidation preference of $ | ||||||||
| Common shares — $ par value, shares authorized; shares issued at June 30, 2023 and March 31, 2023, respectively; shares outstanding at June 30, 2023 and March 31, 2023, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Treasury stock, at cost ( shares at June 30, 2023 and March 31, 2023, respectively) | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| Three Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash (used) by operating activities: | ||||||||
| Amortization of right-of-use assets | ||||||||
| Depreciation and amortization | ||||||||
| Asset valuation allowance | ( | ) | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Licensing receivable | ||||||||
| Inventory | ( | ) | ||||||
| Prepaid purchases | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ||||||||
| Other assets | ( | ) | ||||||
| Accounts payable and other current liabilities | ||||||||
| Short term lease liabilities | ( | ) | ||||||
| Long term lease liabilities | ( | ) | ( | ) | ||||
| Advanced deposits | ( | ) | ||||||
| Deferred revenue | ( | ) | ( | ) | ||||
| Net cash (used) by operating activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Additions to property and equipment | ( | ) | ||||||
| Disposals of property and equipment | ||||||||
| Net cash (used) by investing activities | ( | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| — | — | |||||||
| Net cash provided by financing activities | ||||||||
| Net (decrease) in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of the year | ||||||||
| Cash and cash equivalents at end of the year | $ | $ | ||||||
| Supplemental disclosures: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
(In thousands)
| Common Stock | Additional | Total | ||||||||||||||||||||||||||
| Preferred | Number | Par | Paid-In | Accumulated | Treasury | Shareholders’ | ||||||||||||||||||||||
| Stock | of Shares | Value | Capital | Deficit | Stock | Equity | ||||||||||||||||||||||
| Balance — March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance — June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Common Stock | Additional | Total | ||||||||||||||||||||||||||
| Preferred | Number | Par | Paid-In | Accumulated | Treasury | Shareholders’ | ||||||||||||||||||||||
| Stock | of Shares | Value | Capital | Deficit | Stock | Equity | ||||||||||||||||||||||
| Balance — March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance — June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
EMERSON RADIO CORP. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 — BACKGROUND AND BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Emerson Radio Corp. and its subsidiaries (“Emerson” or the “Company”). The Company designs, sources, imports and markets certain houseware and consumer electronic products, and licenses the Company’s trademarks for a variety of products.
The unaudited interim consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s consolidated financial position as of June 30, 2023 and the results of operations for the three month periods ended June 30, 2023 and June 30, 2022. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the financial statements not misleading have been included. All significant intercompany accounts and transactions have been eliminated in consolidation. The preparation of the unaudited interim consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes; actual results could materially differ from those estimates. The unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accordingly do not include all of the disclosures normally made in the Company’s annual consolidated financial statements. Accordingly, these unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended March 31, 2023 (“fiscal 2023”), included in the Company’s Annual Report on Form 10-K, as amended, for fiscal 2023.
The results of operations for the three month period ended June 30, 2023 are not necessarily indicative of the results of operations that may be expected for any other interim period or for the full year ending March 31, 2024 (“fiscal 2024”).
Whenever necessary, reclassifications are made to conform the prior year’s consolidated financial statements to the current year’s presentation.
Recently Issued Accounting Pronouncements
The following Accounting Standards Updates (“ASUs”) were issued by the Financial Accounting Standards Board (“FASB”) which relate to or could relate to the Company as concerns the Company’s normal ongoing operations or the industry in which the Company operates.
Accounting Standards Update 2019-12 “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes” (Issued December 2019)
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. This standard took effect in the first quarter ( June 2021) of the Company’s fiscal year ending March 31, 2022. The adoption of ASU 2019-12 had no material impact on the Company’s consolidated financial statements and related disclosures.
Accounting Standards Update 2016-13 “Financial Instruments – Credit Losses” (Issued June 2016)
In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses” to introduce new guidance for the accounting for credit losses on instruments within its scope. ASU 2016-13 requires among other things, the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 is effective for fiscal years and interim periods beginning after December 15, 2022. Early adoption is permitted. The Company does not expect these amendments to have a material impact on its financial statements.
Revenue recognition: Sales to customers and related cost of sales are primarily recognized at the point in time when control of goods transfers to the customer. Control is considered to be transferred when the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of that good. Under the Direct Import Program, title passes in the country of origin when the goods are passed over the rail of the customer’s vessel. Under the Domestic Program, title passes primarily at the time of shipment. Estimates for future expected returns are based upon historical return rates and netted against revenues.
Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. Revenue is recorded net of customer discounts, promotional allowances, volume rebates and similar charges. When the Company offers the right to return product, historical experience is utilized to establish a liability for the estimate of expected returns. Sales and other tax amounts collected from customers for remittance to governmental authorities are excluded from revenue.
Management must make estimates of potential future product returns related to current period product revenue. Management analyzes historical returns, current economic trends and changes in customer demand for the Company’s products when evaluating the adequacy of the reserve for sales returns. Management judgments and estimates must be made and used in connection with establishing the sales return reserves in any accounting period. Additional reserves may be required if actual sales returns increase above the historical return rates. Conversely, the sales return reserve could be decreased if the actual return rates are less than the historical return rates, which were used to establish the reserve.
Sales allowances, marketing support programs, promotions and other volume-based incentives which are provided to retailers and distributors are accounted for on an accrual basis as a reduction to net revenues in the period in which the related sales are recognized in accordance with ASC topic 606, “Revenue from Contracts with Customers” (“ASC 606”).
At the time of sale, the Company reduces recognized gross revenue by allowances to cover, in addition to estimated sales returns as required by ASC 606, (i) sales incentives offered to customers that meet the criteria for accrual and (ii) an estimated amount to recognize additional non-offered deductions it anticipates and can reasonably estimate will be taken by customers, which it does not expect to recover. Accruals for the estimated amount of future non-offered deductions are required to be made as contra-revenue items, because that percentage of shipped revenue fails to meet the collectability criteria within ASC 606.
If additional marketing support programs, promotions and other volume-based incentives are required to promote the Company’s products subsequent to the initial sale, then additional reserves may be required and are accrued for when such support is offered.
The Company offers limited warranties for its consumer electronics, comparable to those offered to consumers by the Company’s competitors in the United States. Such warranties typically consist of a year period for microwaves and a
Licensing: In addition to the distribution of products, the Company grants licenses for the right to access the Company’s intellectual property, specifically the Company’s trademarks, for a stated term for the manufacture and/or sale of consumer electronics and other products under agreements which require payment of either (i) a non-refundable minimum guaranteed royalty or, (ii) the greater of (a) the actual royalties due (based on a contractual calculation, normally comprised of actual product sales by the licensee multiplied by a stated royalty rate, or “Sales Royalties”) or (b) a minimum guaranteed royalty amount. In the case of the foregoing clause (i), such amounts are recognized as revenue on a straight-line basis over the term of the license agreement. In the case of the foregoing clause (ii), Sales Royalties in excess of guaranteed minimums are accounted for as variable fees and are not recognized as revenue until the Company has ascertained that the licensee’s sales of products have exceeded the guaranteed minimum. In effect, the Company recognizes the greater of Sales Royalties earned to date or the straight-line amount of minimum guaranteed royalties to date. In the case where a royalty is paid to the Company in advance, the royalty payment is initially recorded as a liability and recognized as revenue as the royalties are deemed to be earned according to the principles outlined above.
NOTE 2 — EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts). Weighted average shares includes the impact of shares held in treasury.
| Three Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Numerator: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Denominator for basic and diluted loss per share — weighted average shares | ||||||||
| Net loss per share: | ||||||||
| Basic and diluted loss per share | $ | ( | ) | $ | ( | ) | ||
NOTE 3 — SHAREHOLDERS’ EQUITY
Outstanding capital stock at June 30, 2023 consisted of common stock and Series A preferred stock. The Series A preferred stock is non-voting, has no dividend preferences and has not been convertible since March 31, 2002; however, it retains a liquidation preference.
At June 30, 2023, the Company had
NOTE 4 — INVENTORY
Inventories, which consist primarily of finished goods, are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. As of June 30, 2023 and March 31, 2023, inventories consisted of the following (in thousands):
| June 30, 2023 | March 31, 2023 | |||||||
| Finished goods | $ | $ | ||||||
NOTE 5 — INCOME TAXES
At June 30, 2023, the Company had $
The income of foreign subsidiaries before taxes was $
The Company analyzed the future reasonability of recognizing its deferred tax assets at June 30, 2023. As a result, the Company concluded that a
Although the Company generated a net operating loss, it recorded income tax expense of $
The Company is subject to examination and assessment by tax authorities in numerous jurisdictions. As of June 30, 2023, the Company’s open tax years for examination for U.S. federal tax are -2023, and for U.S. states’ tax are -2023. Based on the outcome of tax examinations or due to the expiration of statutes of limitations, it is reasonably possible that the unrecognized tax benefits related to uncertain tax positions taken in previously filed returns may be different from the liabilities that have been recorded for these unrecognized tax benefits. As a result, the Company may be subject to additional tax expense.
As of June 30, 2023, the Company is asserting under ASC 740-30 that all of the unremitted earnings of its foreign subsidiaries are indefinitely invested. The Company evaluates this assertion each period based on a number of factors, including the operating plans, budgets, and forecasts for both the Company and its foreign subsidiaries; the long-term and short-term financial requirements in the U.S. and in each foreign jurisdiction; and the tax consequences of any decision to repatriate earnings of foreign subsidiaries to the U.S.
As of June 30, 2023 and March 31, 2023, the Company had a federal tax liability of approximately $
The liability is payable over
NOTE 6 — RELATED PARTY TRANSACTIONS
From time to time, Emerson engages in business transactions with its controlling shareholder, Nimble Holdings Company Limited (“Nimble”), formerly known as The Grande Holdings Limited (“Grande”), and one or more of Nimble’s direct and indirect subsidiaries, or with entities related to the Company’s Chairman of the Board of Directors. Set forth below is a summary of such transactions.
Controlling Shareholder
S&T International Distribution Limited (“S&T”), which is a wholly owned subsidiary of Grande N.A.K.S. Ltd., which is a wholly owned subsidiary of Nimble, collectively have, based on a Schedule 13D/A filed with the SEC on February 15, 2019, the shared power to vote and direct the disposition of
Related Party Transactions
Charges of rental and utility fees on office space in Hong Kong
During the three month period ended June 30, 2023, the Company was billed approximately $
NOTE 7 — SHORT TERM DEPOSITS
As of June 30, 2023 and March 31, 2023, the Company held $
NOTE 8 — CONCENTRATION RISK
Customer Concentration
For the three month period ended June 30, 2023, the Company’s
For the month period ended June 30, 2022, the Company’s three largest customers accounted for approximately
A significant decline in net sales to any of the Company’s key customers would have a material adverse effect on the Company’s business, financial condition and results of operation.
Product Concentration
For the three month period ended June 30, 2023, the Company’s gross product sales included microwave ovens, which generated approximately
For the three month period ended June 30, 2022, the Company’s gross product sales included microwave ovens, which generated approximately
Concentrations of Credit Risk
As a percent of the Company’s total trade accounts receivable, net of specific reserves, the Company’s top
The Company maintains its cash accounts with major U.S. and foreign financial institutions. The Company’s cash and restricted cash balances on deposit in the U.S. as of June 30, 2023 and March 31, 2023 were insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $
Supplier Concentration
During the three month period ended June 30, 2023, the Company procured
NOTE 9 — LEASES
The Company leases office space in the U.S. and in Hong Kong as well as a copier in the U.S. These leases have remaining non-cancellable lease terms of to months. The Company has elected not to separate lease and non-lease components for all leased assets. The Company did not identify any events or conditions during the quarter ended June 30, 2023 to indicate that a reassessment or re-measurement of the Company’s existing leases was required.
As of June 30, 2023, the Company’s current operating lease liabilities and finance lease liabilities were $
In January 2023, the Company relocated its headquarters to a temporary office space, while its new landlord awaited the proper permits to build out the agreed-upon space. The Company has subsequently moved into the agreed-upon space and the commencement date of the new lease is July 1, 2023.
The components of lease costs, which were included in operating expenses in the Company’s condensed consolidated statements of operations, were as follows:
| Three Months Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| (in thousands) | ||||||||
| Lease cost | ||||||||
| Operating lease cost | $ | $ | ||||||
| Finance lease cost | ||||||||
| Amortization of right-of-use assets | ||||||||
| Interest on lease liabilities | ||||||||
| Variable lease costs | ||||||||
| Total lease cost | ||||||||
| The supplemental cash flow information related to leases are as follows: | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from operating leases | ||||||||
| Operating cash flows from finance leases | ||||||||
| Financing cash flows from finance leases | ||||||||
| Right-of-use assets obtained in exchange for lease obligations: | ||||||||
| Operating leases | ||||||||
| Finance leases | ||||||||
Information relating to the lease term and discount rate are as follows:
| Weighted average remaining lease term (in months) | As of June 30, 2023 | As of June 30, 2022 | ||||||
| Operating leases | ||||||||
| Finance leases | ||||||||
| Weighted average discount rate | ||||||||
| Operating leases | % | % | ||||||
| Finance leases | % | % | ||||||
As of June 30, 2023 the maturities of lease liabilities were as follows:
| (in thousands) | Operating Leases | Finance Leases | ||||||
| 2024 | $ | $ | ||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| Thereafter | ||||||||
| Total lease payments | $ | $ | ||||||
| Less: Imputed interest | ( | ) | ||||||
| Total | $ | $ | ||||||
NOTE 10 — GOVERNMENTAL ASSISTANCE PROGRAMS
During the three month periods ended June 30, 2023 and June 30, 2022, the Company’s Hong Kong subsidiary recorded and $
The income realized from the amount granted under the ESS program is presented as Other Income under the description called “Income from governmental assistance programs” in the Consolidated Statements of Operations.
NOTE 11 — LEGAL PROCEEDINGS
On April 19, 2022, the US District Court for the District of Delaware (the "District Court") granted judgment in favor of the Company in its trademark infringement lawsuit against air conditioning and heating products provider Emerson Quiet Kool and wholesaler Home Easy (the “defendants”). Among other things, the court order issues an injunction and directs the US Patent and Trademark Office to cancel the defendants’ existing and proposed “Emerson Quiet Kool” trademarks and prohibits defendants from registering or applying to register the same mark or any other mark or name containing the word “Emerson” going forward. The judgment also awards $
Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition.
The following discussion of the Company’s operations and financial condition should be read in conjunction with the Financial Statements and notes thereto included elsewhere in this Quarterly Report.
In the following discussions, most percentages and dollar amounts have been rounded to aid presentation. Accordingly, all amounts are approximations.
Forward-Looking Information
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Forward-looking statements include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond the Company’s control, and which may cause the Company’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.
All statements other than statements of historical fact are statements that could be forward-looking statements. The reader can identify these forward-looking statements through the Company’s use of words such as “may,” “will,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “project,” “predict,” “could,” “intend,” “target,” “potential,” and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation:
| ● |
the Company’s ability to generate sufficient revenue to achieve and maintain profitability; |
| ● |
the Company’s ability to obtain new customers and retain key existing customers, including the Company’s ability to maintain purchase volumes of the Company’s products by its key customers; |
| ● |
the Company’s ability to obtain new licensees and distribution relationships and maintain relationships with its existing licensees and distributors; |
| ● |
the Company’s ability to resist price increases from its suppliers or pass through such increases to its customers; |
| ● |
changes in consumer spending for retail products, such as the Company’s products, and in consumer practices, including sales over the Internet; |
| ● |
the Company’s ability to maintain effective internal controls or compliance by its personnel with such internal controls; |
| ● |
the Company’s ability to successfully manage its operating cash flows to fund its operations; |
| ● |
the Company’s ability to anticipate market trends, enhance existing products or achieve market acceptance of new products; |
| ● |
the Company’s ability to accurately forecast consumer demand and adequately manage inventory; |
| ● |
the Company’s dependence on a limited number of suppliers for its components and raw materials; |
| ● |
the Company’s dependence on third party manufacturers to manufacture and deliver its products; |
| ● |
increases in shipping costs for the Company’s products or other service issues with the Company’s third-party shippers; |
| ● |
the Company’s dependence on a third party logistics provider for the storage and distribution of its products in the United States; |
| ● |
the ability of third party sales representatives to adequately promote, market and sell the Company’s products; |
| ● |
the Company’s ability to maintain, protect and enhance its intellectual property; |
| ● |
the effects of competition; |
| ● |
the Company’s ability to distribute its products in a timely fashion, including as a result of labor disputes and public health threats and social unrest; |
| ● |
evolving cybersecurity threats to the Company’s information technology systems or those of its customers or suppliers; |
| ● |
changes in foreign laws and regulations and changes in the political and economic conditions in the foreign countries in which the Company operates; |
| ● |
changes in accounting policies, rules and practices; |
| ● |
changes in tax rules and regulations or interpretations; |
| ● |
changes in U.S. and foreign trade regulations and tariffs, including potential increases of tariffs on goods imported into the U.S., and uncertainty regarding the same; |
| ● |
limited access to financing or increased cost of financing; |
| ● |
the effects of currency fluctuations between the U.S. dollar and Chinese renminbi relative to the dollar and increases in costs of production in China; and |
| ● |
the other factors listed under “Risk Factors” in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended March 31, 2023 and other filings with the SEC. |
All forward-looking statements are expressly qualified in their entirety by this cautionary notice. The reader is cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this report or the date of the document incorporated by reference into this report. The Company has no obligation, and expressly disclaims any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise. The Company has expressed its expectations, beliefs and projections in good faith and it believes it has a reasonable basis for them. However, the Company cannot assure the reader that its expectations, beliefs or projections will result or be achieved or accomplished.
Results of Operations
The following table summarizes certain financial information for the three month period ended June 30, 2023 (fiscal 2024) and June 30, 2022 (fiscal 2023) (in thousands):
| Three Months Ended June 30, |
||||||||
| 2023 |
2022 |
|||||||
| Net product sales |
$ | 1,732 | $ | 1,004 | ||||
| Licensing revenue |
77 | 70 | ||||||
| Net revenues |
1,809 | 1,074 | ||||||
| Cost of sales |
1,470 | 879 | ||||||
| Selling, general and administrative expenses |
1,198 | 1,344 | ||||||
| Operating loss |
(859 | ) | (1,149 | ) | ||||
| Interest income, net |
294 | 50 | ||||||
| Income from governmental assistance programs |
— | 22 | ||||||
| Loss before income taxes |
(565 | ) | (1,077 | ) | ||||
| Provision for income taxes |
— | — | ||||||
| Net loss |
$ | (565 | ) | $ | (1,077 | ) | ||
Net product sales — Net product sales for the three month period ended June 30, 2023 were $1.7 million as compared to $1.0 million for the three month period ended June 30, 2022, an increase of $0.7 million, or 72.5%. The Company’s sales during the three month periods ended June 30, 2023 and June 30, 2022 were highly concentrated among the Company’s three largest customers – Wal-Mart, Amazon and Fred Meyer – comprising in the aggregate approximately 92% and 78%, respectively, of the Company’s total net product sales for such periods.
Net product sales are comprised primarily of the sales of houseware and audio products which bear the Emerson® brand name. Net product sales may be periodically impacted by adjustments made to the Company’s sales allowance and marketing support accrual to record unanticipated customer deductions from accounts receivable or to reduce the accrual by any amounts which were accrued in the past but not taken by customers through deductions from accounts receivable within a certain time period. In the aggregate, these adjustments had the effect of increasing net product sales and operating income by approximately $3,000 and nil for the three month periods ended June 30, 2023 and June 30, 2022, respectively. The major elements which contributed to the overall increase in net product sales were as follows:
i) Houseware products:Net sales increased $0.2 million, or 55.4%, to $0.7 million for the three month period ended June 30, 2023 as compared to $0.5 million for the three month period ended June 30, 2022, driven by increased net sales of microwave ovens.
ii) Audio products: Net sales increased $0.5 million, or 86.0%, to $1.1 million for the three month period ended June 30, 2023 as compared to $0.6 million for the three month period ended June 30, 2022, resulting from increased net sales of clock radios.
Business operations — The Company expects to continue to expand its existing distribution channels and to develop and promote new products with retailers in the U.S. The Company is also continuing to invest in products and marketing activities to expand its sales through internet and ecommerce channels. These efforts require investments in appropriate human resources, media marketing and development of products in various categories in addition to the traditional home appliances and audio products on which the Company has historically focused. The Company also is continuing its efforts to identify strategic courses of action related to its licensing activities, including seeking new licensing relationships. The Company has engaged each of Leveraged Marketing Corporation of America and Global Licensing Services Pte Limited as an agent to assist in identifying and procuring potential licensees.
Emerson’s success is dependent on its ability to anticipate and respond to changing consumer demands and trends in a timely manner, as well as expanding into new markets and sourcing new products that are profitable to the Company. Geo-political factors may also affect the Company’s operations and demand for the Company’s products, which are subject to customs requirements and to tariffs and quotas set by governments through mutual agreements and bilateral actions. The Company expects that U.S. tariffs on categories of products that the Company imports from China, and China’s retaliatory tariffs on certain goods imported from the United States, as well as modifications to international trade policy, will continue to affect its product costs going forward. If no mitigation steps are taken, or the mitigation is unsuccessful, the combination of tariffs will result in significantly increased annualized costs to the Company as all of the Company’s products are currently manufactured by suppliers in China. Although the Company is monitoring the trade and political environment and working to mitigate the possible effect of tariffs with its suppliers as well as its customers through pricing and sourcing strategies, the Company cannot be certain how its customers and competitors will react to the actions taken. In addition, heightened tensions between the United States and China over Hong Kong and any resulting retaliatory policies may affect our operations in Hong Kong. At this time, the Company is unable to quantify possible effects on its costs arising from the new tariffs, which are expected to increase the Company’s inventory costs and associated costs of sales as tariffs are incurred, and some costs may be passed through to the Company’s customers as product price increases in the future. However, if the Company is unable to successfully pass through the additional costs or otherwise mitigate the effects of these tariffs, or if the higher prices reduce demand for the Company’s products, it will have a negative effect on the Company’s product sales and gross margins.
Starting in the fourth quarter of fiscal 2020, the global COVID-19 pandemic has presented significant challenges and impacted the Company’s business and operating results, and the operations and production capabilities of the Company’s suppliers in China. The pandemic has directly and indirectly disrupted certain sales and supply chain activities. Global component shortages, in particular semiconductor chips, arising from changes in consumer demand and reduced manufacturing capacity related to the COVID-19 pandemic may cause price fluctuations and longer lead times in the supply of these components. Although the Company is seeking alternate suppliers for these components, developing alternate sources of supply will be time consuming, difficult and costly, and may require the re-tooling of products to accommodate components from different suppliers. In addition to increasing cost trends, the Company’s suppliers are not equipped to hold meaningful amounts of inventory and could pause manufacturing, which could ultimately impact the Company’s ability to fulfill customer orders on a timely basis. These impacts on the Company’s supply chain may continue to impact the Company’s ability to meet product demand, which could result in additional costs, customer dissatisfaction in the event of inventory shortages or may otherwise adversely impact the Company’s business and results of operations.
In light of the adverse macroeconomic conditions domestically and internationally, the Company has implemented certain cost-reduction actions intended to reduce expenditures. However, the environment remains uncertain. Demand for the Company’s products remains competitive and retailers continue to carefully manage inventory. Accordingly, the current results and financial condition discussed herein may not be indicative of future operating results and trends.
For more information on risks associated with the Company’s operations, including tariffs, please see the risk factors within Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K, as amended, for the year ended March 31, 2023.
Legal Proceedings — On April 19, 2022, the US District Court for the District of Delaware (the "District Court") granted judgment in favor of the Company in its trademark infringement lawsuit against air conditioning and heating products provider Emerson Quiet Kool and wholesaler Home Easy (the “defendants”). Among other things, the court order issues an injunction and directs the US Patent and Trademark Office to cancel the defendants’ existing and proposed “Emerson Quiet Kool” trademarks and prohibits defendants from registering or applying to register the same mark or any other mark or name containing the word “Emerson” going forward. The judgment also awards $6.5 million to the Company. The defendants have to date conditionally made payments, including certain advances and a portion of their liability, which are reflected as advanced deposits in the Consolidated Balance Sheets, in connection with ongoing negotiations among the parties. The aggregate amount of the payments is $4.1 million, which has been reduced by approximately $784,000 for legal fees incurred in fiscal 2023 and approximately $154,000 for legal fees incurred in fiscal 2024, in pursuit of the advanced deposits. Only July 11, 2023, the US Court of Appeals for the Third Circuit affirmed the District Court's default judgement against Emerson Quiet Kool. There is no guarantee that the Company will be able to collect the entire judgment or that a negotiated resolution regarding these matters will ever be agreed among the parties or, if agreed, how soon the parties will be able to do so.
Licensing revenue — Licensing revenue for the three month period ended June 30, 2023 was $77,000 as compared to $70,000 for the three month period ended June 30, 2022, an increase of $7,000, or 6.5%. The increase in licensing revenue was due to the signing of new licensing agreements in fiscal 2023, one of which was terminated in June 2023.
Net revenues — Net revenues were $1.8 million for the three month period ended June 30, 2023 as compared to $1.1 million for the three month period ended June 30, 2022, an increase of $0.7 million, or 68.4%. The increase in net revenues can be attributed to the introduction of new models to the marketplace as well as increased demand from the Company's key customers.
Cost of sales — Cost of sales increased $0.6 million, or 67.2% to $1.5 million for the three month period ended June 30, 2023 as compared to $0.9 million for the three month period ended June 30, 2022. The increase in absolute terms for the three month period ended June 30, 2023 as compared to the three month period ended June 30, 2022 was primarily related to an increase in net product sales partially offset by lower year-over-year gross cost of sales as a percentage of gross sales.
The Company purchases the products it sells from a limited number of factory suppliers. In each of the three month periods ended June 30, 2023 and June 30, 2022, the Company purchased 100% of its products from its three largest suppliers.
Selling, general and administrative expenses (“S,G&A”) — S,G&A was $1.2 million for the three month period ended June 30, 2023 as compared to $1.3 million for the three month period ended June 30, 2022, a decrease of $0.1 million or 10.9%. S,G&A, as a percentage of net revenues, was 66.2% for the three month period ended June 30, 2023 as compared to 125.1% for the three month period ended June 30, 2022. The Company benefitted from a decrease in legal fees of $318,000, a decrease in insurance expense of $37,000 and a decrease in rent expense of $21,000. Legal fees for the three month period ended June 30, 2023 were $113,000 as compared to $431,000 for the three month period ended June 30, 2022. Insurance expense for the three month period ended June 30, 2023 were $115,000 as compared to $152,000 for the three month period ended June 30, 2022. Rent expense for the three month period ended June 30, 2023 was $37,000 as compared to $58,000 for the three month period ended June 30, 2022. These reductions in S,G&A were partially offset by an increase in bad debt expense of $102,000 related to the termination of one the Company's new licensees in June 2023.
Interest income, net — Interest income, net, was $294,000 for the three month period ended June 30, 2023 as compared to $50,000 for the three month period ended June 30, 2022, an increase of $244,000. The increase was primarily due to higher average interest rates earned on the Company’s short term investments.
Income from governmental assistance programs — For the three month periods ended June 30, 2023 and June 30, 2022 the Company recorded income of nil and approximately $22,000, respectively, under the ESS program. See “Note 10 – Governmental Assistance Programs”.
Provision (benefit) for income taxes — For the three month periods ended June 30, 2023 and June 30, 2022, the Company recorded income tax expense of nil. However the Company under the adoption of ASU 2019-12 “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes” incurred $8,650 and $10,950, respectively, of non-income based state taxes, which are now reported as S,G &A. See “Note 5 – Income Taxes”.
Although the Company generated net losses during fiscal 2024 and fiscal 2023, it is unable to realize an income tax benefit due to valuation allowances recorded against its deferred tax assets.
Net (loss) — As a result of the foregoing factors, the Company realized a net loss of $565,000 for the three month period ended June 30, 2023 as compared to a net loss of $1,077,000 for the three month period ended June 30, 2022.
Liquidity and Capital Resources
As of June 30, 2023, the Company had cash and cash equivalents of approximately $24.7 million as compared to approximately $25.3 million at March 31, 2023. Cash and cash equivalents includes short term investments in deposits which were classified as cash equivalents of $22.9 million as of June 30, 2023 compared to $23.1 million of such deposits as of March 31, 2023. Working capital decreased to $25.7 million at June 30, 2023 as compared to $26.4 million at March 31, 2023. The decrease in cash and cash equivalents of approximately $0.6 million was due to the net loss generated during the period of $0.6 million, a decrease in advanced deposits of $0.2 million, a decrease in deferred revenue of $0.1 million and an increase in prepaid purchases of $0.1 million partially offset by a decrease in licensing receivable of $0.2 million, a decrease in inventory of $0.1 million and an increase in accounts payable and other current liabilities of $0.1 million.
Cash Flows
Net cash used by operating activities was approximately $0.5 million for the three month period ended June 30, 2023, resulting from the $0.6 million net loss generated during the period, a decrease in advanced deposits of $0.2 million, an increase in prepaid purchases of $0.1 million and a decrease in deferred revenue of $0.1 million partially offset by decrease in licensing receivable of $0.2 million, a decrease in inventory of $0.1 million, an increase in accounts payable and other current liabilities of $0.1 million and a decrease in prepaid expenses and other current assets of $0.1 million.
Net cash used by investing activities was $0.1 million for the three month period ended June 30, 2023 due to additions to property and equipment.
Net cash used by financing activities was nil for the three month period ended June 30, 2023.
Sources and Uses of Funds
The Company’s principal existing sources of cash are generated from operations and its existing short-term deposits. The Company believes that its existing cash balance and sources of cash will be sufficient to support existing operations over the next 12 months.
Off-Balance Sheet Arrangements
As of June 30, 2023, the Company did not have any off-balance sheet arrangements as defined under the rules of the SEC.
Recently Issued Accounting Pronouncements
The following ASUs were issued by the FASB which relate to or could relate to the Company as concerns the Company’s normal ongoing operations or the industry in which the Company operates.
Accounting Standards Update 2019-12 “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes” (Issued December 2019)
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. This standard took effect in the first quarter (June 2021) of the Company’s fiscal year ending March 31, 2022. The adoption of ASU 2019-12 had no material impact on the Company’s consolidated financial statements and related disclosures.
Accounting Standards Update 2016-13 “Financial Instruments – Credit Losses” (Issued June 2016)
In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses” to introduce new guidance for the accounting for credit losses on instruments within its scope. ASU 2016-13 requires among other things, the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 is effective for fiscal years and interim periods beginning after December 15, 2022. Early adoption is permitted. The Company does not expect these amendments to have a material impact on its financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
(a) Disclosure controls and procedures
The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d — 15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Our controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.
The Company’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of June 30, 2023, are effective to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
(b) Changes in Internal Controls Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company is, and from time to time may become, involved in legal proceedings, in most cases involving ordinary and routine claims incidental to its business. Management cannot estimate with certainty the Company’s ultimate legal and financial liability with respect to any such pending litigation matters. However, management believes, based on its examination of such matters, that the Company is not currently involved in any legal proceedings that, if determined adversely to the Company, would have a material adverse effect on the Company’s financial position, results of operations or cash flows. Information relating to our ongoing legal proceedings is described in Note 11 to our condensed consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q.
There have been no material changes to the risk factors contained in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K, as amended, for the year ended March 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
(a) None
(b) None
Item 4. Mine Safety Disclosure.
Not applicable.
None
| 31.1 |
|
| 31.2 |
|
| 32 |
|
| 101.INS |
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.* |
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document.* |
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document.* |
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document.* |
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document.* |
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document.* |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
| * |
filed herewith |
| ** |
furnished herewith |
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.
| EMERSON RADIO CORP. |
|
| (Registrant) |
|
| /s/ Christopher W. Ho |
|
| Date: August 14, 2023 |
Christopher W. Ho |
| Chief Executive Officer (Principal Executive Officer) |
|
| /s/ Richard Li |
|
| Date: August 14, 2023 |
Richard Li |
| Chief Financial Officer (Principal Financial and Accounting Officer) |