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 Annual Report on Form 10-K. In addition to historical information, the following discussion contains forward-looking statements that reflect the Company's plans, estimates and beliefs. The Company's actual results could differ materially from those contained in or implied by any forward-looking statements. Factors that could cause or contribute to these differences include those under Item 1A - "Risk Factors" and "Forward-Looking Information" and in other parts of this Annual Report on Form 10-K.



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In the following discussion, most percentages and dollar amounts have been rounded to aid presentation. As a result, all figures are approximations.

Results of Operations:

The following table summarizes certain financial information for the fiscal years ended March 31, 2022 and 2021 (in thousands):




                                                  Twelve Months Ended March 31,
                                                    2022                 2021
Net product sales                              $        7,941       $        7,200
Licensing revenue                                         265                  245
Net revenues                                            8,206                7,445
Cost of sales                                           6,237                5,749
Selling, general and administrative expenses            5,409                5,906
Operating loss                                         (3,440 )             (4,210 )
Loss on settlement of litigation                         (450 )                  -
Interest income, net                                       57                  151
Income from governmental assistance programs              207                   83
Loss before income taxes                               (3,626 )             (3,976 )
Provision for income taxes                                  -                    -
Net loss                                       $       (3,626 )     $       (3,976 )

Results of Operations - Fiscal 2022 compared with Fiscal 2021

Net product sales - Net product sales for fiscal 2022 were $7.9 million as compared to $7.2 million for fiscal 2021, an increase of $0.7 million, or 10.3% as detailed below. The Company's sales were highly concentrated among three customers - Walmart, Amazon.com and Fred Meyer, where gross product sales to these three customers were in the aggregate approximately 90.5% and 82.1% of the Company's total gross product sales in fiscal 2022 and fiscal 2021, respectively. The increase in net product sales during fiscal 2022 was primarily driven by increased consumer demand for certain of the Company's products offered by these customers, in particular clock radios as consumers spent more time at home and shopped online, and the Company's and its core customers' ability to continue to sell products under difficult economic conditions, including through online channels. 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 nil and $53,000 for fiscal 2022 and fiscal 2021, respectively. Net product sales are comprised primarily of the sales of houseware and audio products which bear the Emerson® brand name. The major elements which contributed to the overall increase in net product sales were as follows:


        i)    Houseware product net sales decreased $0.9 million, or 35.9%, to
              $1.7 million in fiscal 2022 as compared to $2.6 million in fiscal
              2021, principally driven by a decrease in sales of microwave ovens
              and by a decrease in sales of toaster ovens.


        ii)   Audio product net sales were $6.3 million in fiscal 2022 compared to
              $4.6 million in fiscal 2021, an increase of $1.7 million, or 36.4%,
              resulting from increased net sales of clock radios. The Company
              benefitted from the introduction of new clock radios into the
              marketplace during fiscal 2022.

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 LMCA and GLSL 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 current and proposed U.S. tariffs on categories of products that the Company imports from China, and China's retaliatory tariffs on certain goods



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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 and the distribution capabilities of the Company's third party logistics provider, including as a result of quarantine or closure. The pandemic has directly and indirectly disrupted certain sales and supply chain activities and affected the Company's ability to address those challenges. Although the Company has since experienced increased demand in certain of its product categories and favorable impacts on its online channels as a result of the COVID-19 pandemic, the Company expects that the pandemic will continue to impact its business and operations over the coming quarters, including with respect to the magnitude and timing of orders by retailers, resellers, distributors and consumers. Additionally, surges in demand and shifts in shopping patterns related to the COVID-19 pandemic have strained the global freight network and availability of shipping containers, which has been further exacerbated by COVID-19 outbreaks and protocols at many port locations, resulting in carrier-imposed capacity restrictions, carrier delays and longer lead times, including shipment receiving and unloading backlogs at many U.S. ports. As a result, the Company's shipping costs have recently increased by several multiples compared to fiscal 2021 averages. Global component shortages, in particular semiconductor chips, arising from these changes in consumer demand and reduced manufacturing capacity related to the COVID-19 pandemic have also caused and are likely to continue to result in significant price fluctuations and long 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 if shipping container capacity remains limited or unavailable, they 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 have and 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 effects of the COVID-19 pandemic on macroeconomic conditions domestically and internationally, along with the uncertainty associated with a potential recovery, the Company has implemented certain cost-reduction actions intended to reduce expenditures in light of the effects of the COVID-19 pandemic to the business. However, the environment remains highly uncertain and demand for the Company's products remains difficult to assess due to many factors including the pace of economic recovery around the world, the status of various government stimulus programs, competitive intensity and retailer actions to continue carefully managing inventory. As a result, the Company is unable at this time to predict the full impact of the COVID-19 pandemic on its operations and financial results, and, depending on the magnitude and duration of the pandemic, including the further spread and severity of COVID-19 cases in areas in which the Company operates and the availability and distribution of effective vaccines, such impact may be material. Accordingly, 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 and the COVID-19 pandemic, please see the risk factors within Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.

Recent Developments - On April 19, 2022, the US District Court for the District of Delaware 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. Like any judgment, there is no guarantee that the Company will be able to collect the judgment or, if it is able to collect, how soon it will be able to do so. The Company is pursuing various post-judgment motions against defendants. The defendants have filed a notice of appeal of the judgment.

Licensing revenue - Licensing revenue in fiscal 2022 was approximately $265,000 as compared to $245,000 for fiscal 2021, an increase of $20,000, or 8.2%, which was driven primarily by the escalation of the annual minimum royalty of the Company's licensee.



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Net revenues -The Company's net revenues were $8.2 million for fiscal 2022 as compared to $7.4 million for fiscal 2021, an increase of $0.8 million, or 10.2%, which was driven primarily by the increase in audio product net sales, offset by the decrease in houseware product net sales.

Cost of sales - Cost of sales includes the components described in Note 1 "Cost of Sales" of the Notes to the Consolidated Financial Statements. In absolute terms, cost of sales increased $0.6 million, or 11.8%, to $6.2 million in fiscal 2022 as compared to $5.7 million in fiscal 2021. The increase in absolute terms for fiscal 2022 as compared to fiscal 2021 was primarily related to the improvement in net product sales partially offset by lower year-over-year gross cost of sales as a percentage of gross sales. The decrease in gross cost of sales as a percentage of gross sales for fiscal 2022 as compared to fiscal 2021 was primarily related to the change in product mix as described above, partially offset by increased year-over-year shipping costs. The amounts presented are based on the change in methodology regarding the Company's definition of Cost of Sales. See Note 1 "Significant Accounting Policies" of the Notes to the Consolidated Financial Statements.

Selling, general and administrative expenses ("S,G&A") - S,G&A, as a percentage of net revenues, was 65.8% in fiscal 2022 as compared to 79.1% in fiscal 2021. Fiscal 2022 S,G&A, in absolute terms, was $5.4 million and in fiscal 2021 S,G&A, in absolute terms, was $5.9 million, an increase of $0.5 million, or 8.4%. The decrease in S,G&A was primarily due to reduced legal fees of approximately $249,000 or 16.4%. Legal fees during fiscal 2022 were approximately $1,273,000 as compared to $1,522,000 during fiscal 2021. The majority of the decrease in legal fees concerned the protection of the Emerson® trademark. The Company also benefitted by reductions in compensation costs of $127,000 and commission fees of $52,000.

Loss on settlement of litigation - On January 3, 2022, a legal settlement was entered into between the Company and one of its former directors that resolved certain disputes, including certain claims against the former director and an indemnification claim made by the former director. The amount of the settlement was $450,000.

Interest income, net - Interest income, net, was $57,000 in fiscal 2022 as compared to $151,000 in fiscal 2021, resulting from a decrease in interest rates earned on the Company's short term investments during fiscal 2022.

Income from governmental assistance programs - During fiscal 2022, the Company recorded income of approximately $207,000, related to its Paycheck Protection Program ("PPP") loan forgiveness. During fiscal 2021, the Company recorded income of approximately $83,000, related to assistance received from the Hong Kong government under a similar program called the Employment Support Scheme. See "Note 15 - Paycheck Protection Program and Employment Support Scheme".

Provision for income tax expense - The Company adopted ASU 2019-12 during fiscal 2022 and recorded its non-income based state taxes of approximately $11,000 to S,G&A. In order to conform fiscal 2021 to the current presentation, approximately $15,000 of non-income based state taxes were reclassified to S,G&A. In fiscal 2022 and fiscal 2021, the Company recorded a full valuation allowance against its deferred tax assets of approximately $844,000 and $615,000, respectively. See Note 5 "Income Taxes" of the Notes to the Consolidated Financial Statements.

Net (loss) - As a result of the foregoing factors, the Company recorded a net loss of $3.6 million for fiscal 2022 as compared to a net loss of $4.0 million for fiscal 2021.

Liquidity and Capital Resources

General

As of March 31, 2022, the Company had cash and cash equivalents of approximately $25.6 million as compared to approximately $5.2 million at March 31, 2021. Working capital decreased to $28.1 million at March 31, 2022 as compared to $32.1 million at March 31, 2021. The increase in cash and cash equivalents of approximately $20.4 million is set out in "Cash Flows" below.

Cash Flows

Net cash used by operating activities was approximately $4.7 million for fiscal 2022, compared to approximately $4.3 million for fiscal 2021, resulting from a $3.6 million loss generated during the period, a $0.6 million increase in accounts receivable, a $0.4 million increase in right of use assets, a $0.2 million decrease in income taxes payable, a $0.2 million increase in the Company's PPP loan forgiveness and a $0.2 million increase in inventory partially offset by a $0.2 million decrease in prepaid purchases, a $0.2 million increase in amortization of right-of-use assets and a $0.1 million increase in long term lease liabilities.

Net cash provided by investing activities was $25.0 million for fiscal 2022, compared to $3.0 million for fiscal 2021, primarily due to a decrease of investments in short term deposits.

Net cash provided by financing activities was nil for fiscal 2022 for fiscal 2022, compared to $0.2 million for fiscal 2021.



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Credit Arrangements

Letters of Credit - The Company utilizes the services of one of its banks to issue secured letters of credit on behalf of the Company, as needed, on a 100% cash collateralized basis. At March 31, 2022 and March 31, 2021, the Company had no letters of credit outstanding.

Short-term Liquidity

The Company's principal existing sources of cash are generated from operations. The Company believes that its cash on hand and existing sources of cash will be sufficient to support its existing operations over the next 12 months.

Historically, a significant percentage of the Company's product sales were made under the Direct Import Program. The direct importation of product by the Company to its customers can significantly benefit the Company's liquidity because this inventory does not need to be financed by the Company. In fiscal 2022, approximately 9% of the Company's product sales were imported directly to the Company's customers. In fiscal 2021, less than 1% of the Company's product sales were imported directly to the Company's customers.

As of March 31, 2022, there were no capital expenditure or other commitments other than the normal purchase orders used to secure product. Paycheck Protection Program Loan

In April and May of 2020, the Company applied for and received aggregate PPP loan proceeds of approximately $204,000 under the PPP. The PPP loan accrued interest at 1% and matures two years from the date of issuance, with a deferral of payments for the first six months. The Company used all of the PPP loan proceeds for qualifying expenses in accordance with terms of the Coronavirus Aid, Relief, and Economic Security Act and applied for forgiveness of the loan to the extent applicable. On July 5, 2021, the Company's PPP loan was completely forgiven by the Small Business Administration. See Note 15 "Paycheck Protection Program and Employment Support Scheme" of the Notes to the Consolidated Financial Statements.

Off-Balance Sheet Arrangements

As of March 31, 2022, the Company did not have any off-balance sheet arrangements as defined under the rules of the Securities and Exchange Commission.

Legal Matters

The Company is subject to various legal proceedings, the outcomes of which are inherently uncertain. The Company records any potential gains related to legal proceedings only after cash is collected. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable, the determination of which requires significant judgment. Resolution of legal matters in a manner inconsistent with management's expectations could have a material impact on our financial condition and operating results. See Note 11 in the Notes to the Consolidated Financial Statements.

Critical Accounting Policies and Estimates

The discussion and analysis of the Company's financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles that are generally accepted within the United States. The preparation of the Company's financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Management considers certain accounting policies related to inventories, trade accounts receivables, impairment of long-lived assets, valuation of deferred tax assets, sales return reserves and sales allowance accruals to be critical policies due to the estimation processes involved in each.

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. Under the Direct Import Program, title passes in the country of origin. Under the Domestic Program, title passes primarily at the time of shipment. Under both programs, the Company recognizes revenues at the time title passes to the customer as this is when the Company satisfies its performance obligation under the contracts with its customers. Estimates for future expected returns are based upon historical return rates and netted against revenues.



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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.

The Company adopted ASC topic 606 effective April 1, 2018. 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. Prior to the adoption of ASC topic 606, the Company followed the provisions of ASC topic 605. The adoption of ASC topic 606 did not have a material impact on revenue recognition as compared to revenue recognition provided under ASC topic 605.

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.

Inventory. Inventory is valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out basis and includes inventory purchase costs and allocated overhead. The Company records valuation adjustments for the excess cost of inventory over the estimated net realizable value. Valuation adjustments for slow-moving and obsolete inventory are calculated on an individual product basis based on physical inspection of the product in connection with a physical inventory, review of slow-moving products, forecasted sales, and consideration of active marketing programs.

Trade Accounts Receivable. The Company extends credit based upon evaluations of a customer's financial condition and provides for any anticipated credit losses in the Company's financial statements based upon management's estimates and ongoing reviews of recorded allowances. If the financial condition of a customer deteriorates, resulting in an impairment of that customer's ability to make payments, additional reserves may be required. Conversely, reserves are reduced to reflect credit and collection improvements.

Income Taxes. The Company records a valuation allowance to reduce the amount of its deferred tax assets to the amount that management estimates is more likely than not to be realized. While management considers future taxable income and ongoing tax planning strategies in assessing the need for the valuation allowance, in the event that management determines that a deferred tax asset will likely be realized in the future in excess of the net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, if it is determined that all or part of a net deferred tax asset will likely not be realized in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made.

Sales Return Reserves. 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 Allowance and Marketing Support Accruals. 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".

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 topic 606, "Revenue from Contracts with Customers," (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 topic 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.



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Recently Adopted Accounting Pronouncements

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 is required to take effect in the Company's first quarter (June 2021) of the Company's fiscal year ending March 31, 2022. The impact of ASU 2019-12 on the Company's consolidated financial statements is limited. The Company is currently only subject to non-income based state taxes.

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 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.

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