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.
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 ongoing effects of the coronavirus (COVID-19) pandemic-related
business disruption and economic uncertainty on both the Company's
projected customer demand and supply chain, as well as its operations and
financial performance;
• 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;
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• 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 Form 10-K,
as amended, for the fiscal year ended March 31, 2021 and other filings
with the SEC.
Furthermore, the situation surrounding the COVID-19 pandemic remains fluid and
the potential for a material impact on the Company's results of operations and
financial condition increases the longer the COVID-19 pandemic affects activity
levels in the United States and globally. For this reason, the Company cannot
reasonably estimate with any degree of certainty the future impact COVID-19 may
have on its business, results of operations or financial position. The extent of
any impact will depend on future developments, including the duration of the
outbreak, duration of the measures taken to control the spread, the
effectiveness of actions taken to contain and treat the disease, and demand for
the Company's products.
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 and
six month periods ended September 30, 2021 (fiscal 2022) and September 30, 2020
(fiscal 2021) (in thousands):
Three Months Ended Six Months Ended
September 30, September 30,
2021 2020 2021 2020
Net product sales $ 1,794 $ 2,211 $ 3,781 $ 3,445
Licensing revenue 65 60 130 120
Net revenues 1,859 2,271 3,911 3,565
Cost of sales 1,351 1,747 2,960 2,765
Selling, general and administrative
expenses 1,363 1,564 2,727 3,041
Operating loss (855 ) (1,040 ) (1,776 ) (2,241 )
Interest income, net 16 28 33 110
Income from governmental assistance
programs 207 55 207 55
Loss before income taxes (632 ) (957 ) (1,536 ) (2,076 )
Provision (benefit) for income taxes - (1 ) 11 5
Net loss $ (632 ) $ (956 ) $ (1,547 ) $ (2,081 )
Net product sales - Net product sales for the second quarter of fiscal 2022 were
$1.8 million as compared to $2.2 million for the second quarter of fiscal 2021,
a decrease of $0.4 million, or 18.9%. The Company's sales during the second
quarter of fiscal 2022 and fiscal 2021 were highly concentrated among the
Company's three largest customers - Wal-Mart, Amazon and Fred Meyer - where net
product sales comprised approximately 93% and 79%, respectively, of the
Company's total net product sales.
Net product sales for the six month period ended September 30, 2021 were $3.8
million as compared to $3.4 million for the six month period ended September 30,
2020, an increase of $0.4 million, or 9.8%. The Company's sales during such
periods were highly concentrated among the Company's three largest customers -
Wal-Mart, Amazon and Fred Meyer - where net product sales comprised
approximately 89% and 79%, respectively, of the Company's total net product
sales.
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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 $6,000 and $39,000 for the second quarters of
fiscal 2022 and fiscal 2021, respectively, and approximately $6,000 and $43,000
for the six month periods ended September 30, 2021 and September 30, 2020,
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 products: Net sales decreased $0.6 million, or 55.5%, to $0.5
million in the second quarter of fiscal 2022 as compared to $1.1 million
in the second quarter of fiscal 2021, driven by a decrease in
year-over-year sales of microwave ovens. For the six month period ended
September 30, 2021, houseware net product sales were $1.3 million, a
decrease of $0.3 million, or 20.1%, from $1.6 million for the six month
period ended September 30, 2020, driven by a decrease in year-over-year
sales of microwave ovens.
ii) Audio products: Net sales increased $0.2 million, or 15.1%, to $1.3
million in the second quarter of fiscal 2022 as compared to $1.1 million
in the second quarter of fiscal 2021, resulting from increased net sales
of clock radios. For the six month period ended September 30, 2021, audio
product net sales were $2.5 million, an increase of $0.6 million or 34.8%,
from $1.9 million in the six month period ended September 30, 2020
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 LMCA 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 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
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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, 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, 2021.
Licensing revenue - Licensing revenue in the second quarter of fiscal 2022 was
$65,000 as compared to $60,000 in the second quarter of fiscal 2021, an increase
of $5,000, or 8.3%. The year-over-year increase can be attributed to the
escalation in the annual minimum royalty earned by the Company from its
licensee.
Licensing revenue for the six month period ended September 30, 2021 was $130,000
as compared to $120,000 for the six month period ended September 30, 2020, an
increase of $10,000, or 8.3%. The year-over-year increase can be attributed to
the escalation in the annual minimum royalty earned by the Company from its
licensee.
Net revenues - As a result of the foregoing factors, the Company's net revenues
were $1.9 million in the second quarter of fiscal 2022 as compared to $2.3
million in the second quarter of fiscal 2021, a decrease of $0.4 million, or
18.1%, and $3.9 million for the six month period ended September 30, 2021 as
compared to $3.6 million for the six month period ended September 30, 2020, an
increase of $0.3 million, or 9.7%
Cost of sales - In absolute terms, cost of sales decreased $0.4 million, or
22.7%, to $1.4 million in the second quarter of fiscal 2022 as compared to $1.8
million in the second quarter of fiscal 2021. The decrease in absolute terms for
the second quarter of fiscal 2022 as compared to the second quarter of fiscal
2021 was primarily related to a decrease in net product sales and lower
year-over-year gross cost of sales as a percentage of gross sales.
In absolute terms, cost of sales increased $0.2 million, or 7.0%, to $2.9
million for the six month period ended September 30, 2021 as compared to $2.7
million for the six month period ended September 30, 2020. The increase in
absolute terms for the six month period ended September 30, 2021 as compared to
the six month period ended September 30, 2020 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. For both second quarters of fiscal 2022 and fiscal 2021, the Company
purchased 100% of its goods from its two largest suppliers. For each of the six
month periods ended September 30, 2021 and September 30, 2020, the Company
purchased 100% of its goods from its two largest suppliers.
Selling, general and administrative expenses ("S,G&A") - S,G&A, in absolute
terms, was $1.4 million in the second quarter of fiscal 2022 as compared to $1.6
million in fiscal 2021, a decrease of $0.2 million or 12.9%. S,G&A, as a
percentage of net revenues, was 73.3% in the second quarter of fiscal 2022 as
compared to 68.9% in the second quarter of fiscal 2021. The decrease in S,G&A
was primarily attributed to a decrease in legal fees of approximately $125,000.
Legal fees for the second quarter of fiscal 2022 were $325,000 as compared to
$450,000 for the second quarter of fiscal 2021. The majority of the decrease in
legal fees concerned the protection of the Emerson® trademark.
S,G&A, in absolute terms, was $2.7 million for the six month period ended
September 30, 2021 as compared to $3.0 million for the six month period ended
September 30, 2020, a decrease of $0.3 million, or 10.3%. S,G&A, as a percentage
of net revenues, was 69.7% for the six month period ended September 30, 2021 as
compared to 85.3% for the six month period ended September 30, 2020. The
decrease in S,G&A was primarily attributed to a decrease in legal fees of
approximately $257,000. Legal fees for the six month period ended September 30,
2021 were $597,000 as compared to $854,000 for the six month period ended
September 30, 2020. The majority of the decrease in legal fees concerned the
protection of the Emerson® trademark.
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Interest income, net - Interest income, net, was $16,000 in the second quarter
of fiscal 2022 as compared to $28,000 in the second quarter of fiscal 2021, a
decrease of $12,000. The decrease was primarily due to lower average interest
rates earned on the Company's short term investments.
Interest income, net, was $33,000 for the six month period ended September 30,
2021 as compared to $110,000 for the six month period ended September 30, 2020,
a decrease of $77,000. The decrease was primarily due to lower average interest
rates earned on the Company's short term investments.
Income from governmental assistance programs - For both the three and six month
periods ended September 30, 2021, the Company recorded income of approximately
$207,000 related to its PPP loan forgiveness. For both the three and six month
periods ended September 30, 2020, the Company recorded income of approximately
$55,000 related to assistance received from the Hong Kong government under the
ESS program. See "Note 10 - Paycheck Protection Program and Employment Support
Scheme".
Provision (benefit) for income taxes - In the second quarter of fiscal 2022, the
Company recorded income tax expense of nil as compared to an income tax benefit
of $1,000 in the second quarter of fiscal 2021. See "Note 5 - Income Taxes".
For the six month period ended September 30, 2021, the Company recorded income
tax expense of $11,000 as compared to income tax expense of $5,300 for the six
month period ended September 30, 2020.
Although the Company generated net losses during fiscal 2022 and fiscal 2021, it
was 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 $632,000 in the second quarter of fiscal 2022 as compared to a net loss
of $956,000 in the second quarter of fiscal 2021.
For the six month period ended September 30, 2021, the Company realized a net
loss of $1,547,000 as compared to a net loss of $2,081,000 for the six month
period ended September 30, 2020.
Liquidity and Capital Resources
As of September 30, 2021, the Company had cash and cash equivalents of
approximately $26.0 million as compared to approximately $5.2 million at March
31, 2021. Working capital decreased to $30.2 million at September 30, 2021 as
compared to $32.1 million at March 31, 2021. The increase in cash and cash
equivalents of approximately $20.8 million was due to the decrease in short term
investments of $25.0 million and the increase in long term lease liabilities
offset by the net loss generated during the period of $1.5 million, an increase
in inventory of $0.9 million, an increase in accounts receivable of $0.8
million, an increase in right of use assets of $0.3 million, an increase in
prepaid expenses of $0.3 million, a decrease in federal taxes payable of $0.2
million and a decrease in PPP loan payable of $0.2 million.
Cash Flows
Net cash used by operating activities was approximately $4.3 million for the six
months ended September 30, 2021, resulting from a $1.5 million net loss
generated during the period, an increase in inventory of $0.9 million, an
increase in accounts receivable of $0.8 million, an increase in right of use
assets of $0.4 million, an increase in prepaid expenses of $0.3 million, the
impact of the PPP loan forgiveness of $0.2 million and a decrease in federal
taxes payable of $0.2 million.
Net cash provided by investing activities was approximately $25.0 million for
the six months ended September 30, 2021 due to a decrease in short term
deposits.
Net cash used by financing activities was nil for the six months ended September
30, 2021.
Sources and Uses of Funds
The Company's principal existing sources of cash are generated from operations
and its existing short-term investments. The Company believes that its existing
cash balance and sources of cash will be sufficient to support existing
operations over the next 12 months.
Paycheck Protection Program Loan
In April and May of 2020, the Company applied for and received aggregate loan
proceeds of approximately $0.2 million 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 CARES 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 10 of the Notes to the Interim Consolidated Financial
Statements.
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Off-Balance Sheet Arrangements
As of September 30, 2021, the Company did not have any off-balance sheet
arrangements as defined under the rules of the SEC.
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 adoption of ASU 2019-12 had no
material impact on the Company's consolidated financial statements and related
disclosures.
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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