Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2015 | Nov. 17, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | MSN | |
Entity Registrant Name | EMERSON RADIO CORP | |
Entity Central Index Key | 32,621 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 27,129,832 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net Revenues: | ||||
Net product sales | $ 7,780 | $ 12,862 | $ 26,067 | $ 37,704 |
Licensing revenue | 1,163 | 1,385 | 2,388 | 2,486 |
Net revenues | 8,943 | 14,247 | 28,455 | 40,190 |
Costs and expenses: | ||||
Cost of sales | 7,546 | 11,785 | 24,551 | 34,194 |
Other operating costs and expenses | 167 | 127 | 241 | 444 |
Selling, general and administrative expenses | 2,081 | 2,305 | 4,401 | 4,731 |
Total costs and expenses | 9,794 | 14,217 | 29,193 | 39,369 |
Operating (loss) income | (851) | 30 | (738) | 821 |
Other income: | ||||
Interest income, net | 39 | 44 | 78 | 109 |
Income before income taxes | (812) | 74 | (660) | 930 |
(Benefit) provision for income taxes | (102) | 27 | (71) | 232 |
Net (loss) income | $ (710) | $ 47 | $ (589) | $ 698 |
Net (loss) income per share: | ||||
Basic | $ (0.03) | $ 0 | $ (0.02) | $ 0.03 |
Diluted | $ (0.03) | $ 0 | $ (0.02) | $ 0.03 |
Weighted average shares outstanding: | ||||
Basic | 27,130 | 27,130 | 27,130 | 27,130 |
Diluted | 27,130 | 27,130 | 27,130 | 27,130 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 38,316 | $ 43,485 |
Restricted cash | 500 | $ 500 |
Short term investments | 10,086 | |
Trade accounts receivable, net | 3,202 | $ 4,275 |
Royalty receivable | 1,306 | 3,522 |
Inventory | 4,586 | 4,519 |
Prepaid purchases | 1,336 | 2,961 |
Prepaid expenses and other current assets | 628 | 702 |
Deferred tax assets | 1,011 | 962 |
Total Current Assets | 60,971 | 60,926 |
Property, plant, and equipment, net | 44 | 77 |
Deferred tax assets | 1,171 | 1,058 |
Other assets | 127 | 102 |
Total Non-current Assets | 1,342 | 1,237 |
Total Assets | 62,313 | 62,163 |
Current Liabilities: | ||
Accounts payable and other current liabilities | 2,632 | 2,137 |
Due to affiliates | 500 | 500 |
Income tax payable | 1,007 | 847 |
Total Current Liabilities | 4,139 | 3,484 |
Long term liabilities | 565 | 481 |
Total Non-current Liabilities | 565 | 481 |
Total Liabilities | 4,704 | 3,965 |
Shareholders' Equity: | ||
Series A Preferred shares - 10,000,000 shares authorized; 3,677 shares issued and outstanding; liquidation preference of $3,677,000 | 3,310 | 3,310 |
Common shares - $0.01 par value, 75,000,000 shares authorized; 52,965,797 shares issued at September 30, 2015 and March 31, 2015, respectively; 27,129,832 shares outstanding at September 30, 2015 and March 31, 2015, respectively | 529 | 529 |
Additional paid-in capital | 79,792 | 79,792 |
Accumulated deficit | (1,798) | (1,209) |
Treasury stock, at cost (25,835,965 shares) | (24,224) | (24,224) |
Total Shareholders' Equity | 57,609 | 58,198 |
Total Liabilities and Shareholders' Equity | $ 62,313 | $ 62,163 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2015 | Mar. 31, 2015 |
Preferred shares, shares authorized | 10,000,000 | 10,000,000 |
Preferred shares, shares issued | 3,677 | 3,677 |
Preferred shares, shares outstanding | 3,677 | 3,677 |
Preferred shares, liquidation preference | $ 3,677,000 | $ 3,677,000 |
Common shares, par value | $ 0.01 | $ 0.01 |
Common shares, shares authorized | 75,000,000 | 75,000,000 |
Common shares, shares issued | 52,965,797 | 52,965,797 |
Common shares, shares outstanding | 27,129,832 | 27,129,832 |
Treasury stock, shares | 25,835,965 | 25,835,965 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (589) | $ 698 |
Adjustments to reconcile net income to net cash used by operating activities: | ||
Depreciation and amortization | 33 | 30 |
Changes in assets and liabilities: | ||
Trade accounts receivable | 1,315 | (2,201) |
Royalty receivable | 2,216 | 2,914 |
Due from affiliates | 500 | |
Inventory | (67) | (241) |
Prepaid purchases | 1,625 | 387 |
Prepaid expenses and other current assets | 74 | 47 |
Deferred tax assets and liabilities | (162) | 160 |
Other assets | (25) | 43 |
Accounts payable and other current liabilities | 495 | (36) |
Long term liabilities | 84 | |
Asset allowances, reserves and other | (242) | 425 |
Income taxes payable | 160 | |
Net cash provided by operating activities | 4,917 | 2,726 |
Cash Flows from Investing Activities: | ||
Short term investment | (10,086) | 17,194 |
Restricted cash | (500) | |
Net cash (used) provided by investing activities | (10,086) | 16,694 |
Cash Flows from Financing Activities: | ||
Dividend paid | (18,991) | |
Net cash (used) by financing activities | (18,991) | |
Net (decrease) increase in cash and cash equivalents | (5,169) | 429 |
Cash and cash equivalents at beginning of period | 43,485 | 26,328 |
Cash and cash equivalents at end of period | 38,316 | 26,757 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Income taxes | $ 4 | $ 55 |
Background and Basis of Present
Background and Basis of Presentation | 6 Months Ended |
Sep. 30, 2015 | |
Background and Basis of Presentation | NOTE 1 — BACKGROUND AND BASIS OF PRESENTATION The consolidated financial statements include the accounts of Emerson Radio Corp. (“Emerson”, consolidated — the “Company”), and its subsidiaries. The Company designs, sources, imports and markets a variety of houseware and consumer electronic products, and licenses the Company’s trademarks for a variety of products domestically and internationally. 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 September 30, 2015 and the results of operations for the three and six month periods ended September 30, 2015 and September 30, 2014. 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 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, 2015 (“fiscal 2015”), included in the Company’s annual report on Form 10-K, as amended, for fiscal 2015. The results of operations for the three and six month periods ended September 30, 2015 are not necessarily indicative of the results of operations that may be expected for any other interim periods or for the full year ended March 31, 2016 (“fiscal 2016”). Whenever necessary, reclassifications are made to conform the prior year’s financial statements to the current year’s presentation. Unless otherwise disclosed in the notes to these financial statements, the estimated fair value of the financial assets and liabilities approximates the carrying value. Sales Allowance and Marketing Support Expenses 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 605, “Revenue Recognition”, subtopic 50 “Customer Payments and Incentives” and Securities and Exchange Commission Staff Accounting Bulletins 101 “Revenue Recognition in Financial Statements,” and 104 “Revenue Recognition, corrected copy” (“SAB’s 101 and 104”). 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 605, “Revenue Recognition”, subtopic 15 “Products”, (i) sales incentives offered to customers that meet the criteria for accrual under ASC topic 605, subtopic 50 and (ii) under SAB’s 101 and 104, 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 SAB 104’s and 101’s four revenue recognition criteria, all of which are required to be met in order to recognize revenue. 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. |
Net Earnings Per Share
Net Earnings Per Share | 6 Months Ended |
Sep. 30, 2015 | |
Net Earnings Per Share | NOTE 2 — NET EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): Three months ended Six months ended 2015 2014 2015 2014 Numerator: Net (loss) income $ (710 ) $ 47 $ (589 ) $ 698 Denominator: Denominator for basic earnings per share — weighted average shares 27,130 27,130 27,130 27,130 Effect of dilutive securities on denominator: Options (computed using the treasury stock method) — — — — Denominator for diluted earnings per share — weighted average shares and assumed conversions 27,130 27,130 27,130 27,130 Basic and diluted (loss) earnings per share $ (.03 ) $ .00 $ (.02 ) $ .03 |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Sep. 30, 2015 | |
Shareholders' Equity | NOTE 3 — SHAREHOLDERS’ EQUITY Outstanding capital stock at September 30, 2015 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 September 30, 2015, the Company had no options, warrants or other potentially dilutive securities outstanding. |
Inventory
Inventory | 6 Months Ended |
Sep. 30, 2015 | |
Inventory | NOTE 4 — INVENTORY Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. As of September 30, 2015 and March 31, 2015, inventories consisted of the following (in thousands): September 30, 2015 March 31, 2015 Finished goods $ 4,586 $ 4,519 |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2015 | |
Income Taxes | NOTE 5 — INCOME TAXES Income Tax Issues Concerning Overseas Income On April 15, 2013 and June 5, 2013, the Company received correspondence from the Internal Revenue Service (“IRS”) pertaining to the Company’s fiscal 2010 and fiscal 2011 periods, including a (i) Form 5701 and Form 886-A regarding Adjusted Sales Income (collectively referred to as “NOPA 1”) and (ii) Form 5701 and Form 886-A regarding Adjusted Subpart F-Foreign Base Company Sales Income (“FBCSI”) (collectively referred to as “NOPA 2”), which challenged certain tax positions of the Company with respect to the Company’s controlled foreign corporation in Macao (the “Macao CFC”). Although the Company continues to dispute the assessments made by the IRS as set forth in each of NOPA 1 and NOPA 2, in June 2015, following a formal IRS Appeal, the Company and the IRS agreed to settle on the following terms: (1) that the IRS would not pursue the aforementioned NOPA 1 and NOPA 2 income assessments pertaining to fiscal 2010 and fiscal 2011 provided that the Company agreed to treat 30% of the Macao CFC’s income as taxable Subpart F income in the U.S. for fiscal 2010 and fiscal 2011, and (2) that the IRS would impose no penalties for fiscal 2010 and fiscal 2011 (collectively, the “Settlement Agreement”). Based on discussions between the Company, its advisors and the IRS, the Company believes that the IRS intends to apply the Settlement Agreement’s calculation reached for the Company’s fiscal 2010 and fiscal 2011 periods to the Company’s fiscal 2012 and fiscal 2013 periods. Based on the foregoing, the Company estimates that it is subject to additional federal and state income taxes for fiscal 2010 though fiscal 2013 of approximately $3.0 million. Of this amount, approximately $1.6 million was recorded as income tax expense in the fourth quarter of fiscal 2015, $0.5 million was recorded as income tax expense in the fourth quarter of fiscal 2014 and $0.9 million was recorded as income tax expense in the fourth quarter of fiscal 2013. With respect to fiscal 2014, fiscal 2015 and the first six months of fiscal 2016, there is some uncertainty as to what the ultimate tax treatment will be of a service fee regularly paid by the Company to the Macao CFC (the “Service Fee”). Therefore, an uncertain tax position under the requirements of ASC 740-10 “Income Tax Accounting” exists, and the Company has recorded an income tax liability of approximately $0.6 million to its September 30, 2015 financial statements, approximately $0.1 million of which was recorded as income tax expense during the first six months of fiscal 2016, approximately $0.1 million of which was recorded as income tax expense in the fourth quarter of fiscal 2015 and approximately $0.4 million of which was recorded income tax expense in the third quarter of fiscal 2015, representing the maximum amount of income taxes, penalties and interest that the Company estimates it could owe for fiscal 2014, fiscal 2015 and the first six months of fiscal 2016 if the Service Fee is determined to be taxable to the Company as FBCSI under the Internal Revenue Code. Other At September 30, 2015, the Company had approximately $1.8 million of U.S. federal net operating loss carry forwards and approximately $0.3 million of U.S. state net operating loss carry forwards included in net deferred tax assets that are available to offset future taxable income and can be carried forward for 20 years. Although realization is not assured, management believes it is more likely than not that all of the net deferred tax assets will be realized through tax planning strategies available in future periods and through future profitable operating results. The amount of the deferred tax asset considered realizable could be reduced or eliminated if certain tax planning strategies are not successfully executed or estimates of future taxable income during the carry forward period are reduced. If management determines that the Company would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made. The Company’s effective tax rate differs from the federal statutory rate primarily due to expenses that are not deductible for federal income tax purposes, income and losses incurred in foreign jurisdictions and taxed at locally applicable tax rates, and state income taxes. The Company is subject to examination and assessment by tax authorities in numerous jurisdictions. A summary of the Company’s open tax years is as follows as of September 30, 2015: Jurisdiction Open tax years U.S. federal 2011-2014 States 2011-2014 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions | NOTE 6 — RELATED PARTY TRANSACTIONS From time to time, Emerson has engaged in business transactions with its controlling shareholder, The Grande Holdings Limited (In Liquidation) (“Grande”), and one or more of Grande’s direct and indirect subsidiaries. Set forth below is a summary of such transactions. Controlling Shareholder The Grande Holdings Limited (In Liquidation) (“Grande”) has, together with S&T International Distribution Limited (“S&T”), a subsidiary of Grande, and Grande N.A.K.S. Ltd., a subsidiary of Grande (together with Grande, the “Reporting Persons”), filed, on July 9, 2014, a Schedule 13D/A with the Securities and Exchange Commission (“SEC”) stating that, as of the filing date, the Reporting Persons had the shared power to vote and direct the disposition of 15,243,283 shares, or approximately 56.2%, of the outstanding common stock of Emerson. As the Reporting Persons, and by extension Grande (as their ultimate parent) have control of a majority of the outstanding shares of common stock of Emerson, Emerson is a Controlled company, as defined in Section 801(a) of the NYSE MKT Rules. On May 31, 2011, upon application of a major creditor, the High Court of Hong Kong appointed Fok Hei Yu (who is also known by the anglicized name Vincent Fok), formerly a director and Chairman of the Board of the Company, and Roderick John Sutton, both of FTI Consulting (Hong Kong) Limited (“FTI”), as Joint and Several Provisional Liquidators over Grande. Accordingly, as of May 31, 2011, the directors of Grande no longer have the ability to exercise control over Grande or the power to direct the voting and disposition of the 15,243,283 shares beneficially owned by Grande. Instead, Mr. Fok and Mr. Sutton, as Provisional Liquidators over Grande, currently have such power. In addition, on March 20, 2013, the Provisional Liquidators provided to Emerson a written statement that they are obligated to liquidate the 15,243,283 shares in the Company beneficially owned by Grande. However, in February 2014, the Provisional Liquidators for and on behalf of Grande issued a public announcement that Grande, among other things, had been in discussions with different investors to pursue a restructuring plan and the resumption of trading of Grande’s shares on the Hong Kong Stock Exchange (“HKSE”). In addition, in May 2014, the Provisional Liquidators for and on behalf of Grande issued a public announcement disclosing that on May 2, 2014, Grande, the Provisional Liquidators and a creditor of Grande entered into an agreement to implement the “Grande Restructuring Proposal” submitted by a creditor of Grande. Based on information contained within the public announcement issued for Grande in May 2014, if the Grande Restructuring Proposal is implemented, Mr. Christopher Ho, who served as the Company’s Chairman of the Board until November 2013 and is currently the sole director of Grande, and his associates would continue to have a majority interest in Grande and would regain the power to direct the voting and disposition of the 15,243,283 shares beneficially owned by Grande. As disclosed in the Schedule 13D/A filed by the Reporting Persons on May 22, 2014, the Grande Restructuring Proposal includes a plan to re-list Grande on the HKSE and provides that many assets of Grande, including its shares of Emerson, would remain part of Grande. According to the public announcement issued for Grande in May 2014, the Grande Restructuring Plan will require approvals, consents and sanctions of the HKSE, courts in Hong Kong and Bermuda, and the creditors and shareholders of Grande. In addition, on June 11, 2014, Grande announced that it had received a summons issued by a creditor of Grande seeking the removal of the Provisional Liquidators. On June 1, 2015 the Provisional Liquidators for and on behalf of Grande issued a public announcement disclosing that by letter dated May 29, 2015, the HKSE decided to allow Grande to proceed with Grande’s “Updated Resumption Proposal”, subject to the satisfaction of certain conditions by December 21, 2015. It is not possible at this time to predict whether Grande can satisfy the conditions established by the HKSE for the resumption or relisting of Grande on HKSE, or whether the Grande Restructuring Proposal will receive all necessary approvals, nor can there be any assurances regarding the timing, terms or effects of implementing the Grande Restructuring Proposal or if the Provisional Liquidators will be removed. However, even though the Provisional Liquidators continue to maintain the ability to exercise the power to direct the voting and disposition of shares, as long as the Provisional Liquidators are pursuing this restructuring proposal that would result in Grande retaining beneficial ownership of the 15,243,283 shares of Emerson common stock, the Provisional Liquidators may not be actively seeking to liquidate those shares. If the Grande Restructuring Proposal is completed as described within the public announcement issued for Grande in May 2014, it is expected that the 15,243,283 shares of Emerson common stock held of record by Grande’s subsidiary, S&T, would remain with S&T and that Grande would once again have the power to direct the voting and disposition of this 56.2% controlling interest in Emerson common stock. It is not possible at this time to predict what impact the removal of the Provisional Liquidators would have on the Grande Restructuring Proposal or Emerson and Emerson cannot predict nor provide any assurances regarding the possible effects on the Company, its shareholders, the trading price of its common stock or any other consequences that could result if the Grande Restructuring Proposal is approved and Grande again has the power to control Emerson. Related Party Transactions Dividend-Related Issues with S&T On March 2, 2010, the Board declared an extraordinary dividend of $1.10 per common share which was paid on March 24, 2010. In connection with the Company’s determination as to the taxability of the dividend, the Board relied upon information and research provided to it by the Company’s tax advisors and, in reliance on the “stock-for-debt” exception in the Internal Revenue Code Sections 108(e)(8) and (e)(10), concluded that 4.9% of such dividend paid was taxable to the recipients. In August 2012, the Company received a Form 886-A from the IRS which challenges the Company’s conclusions and determines that the Company does not qualify for the above-referenced exception. Accordingly, the IRS has concluded that 100% of the dividend paid was taxable to the recipients. The Company is defending its position and calculations and is contesting the position asserted by the IRS. The Company prepared and, on October 25, 2012, delivered its rebuttal to the IRS contesting the IRS determination. There can be no assurance that the Company will be successful in defending its position. In the event that the Company is not successful in establishing with the IRS that the Company’s calculations were correct, then the shareholders who received the dividend likely will be subject to and liable for an assessment of additional taxes due. Moreover, the Company may be contingently liable for taxes due by certain of its shareholders resulting from the dividend paid by the Company. Initially, the Company withheld from the dividend paid to foreign shareholders an amount equal to the tax liability associated with such dividend. On April 7, 2010, upon a request made to the Company by its foreign controlling shareholder, S&T, the Company entered into an agreement with S&T (the “Agreement”), whereby the Company returned to S&T on April 7, 2010 that portion of the funds withheld for taxes from the dividend paid on March 24, 2010 to S&T, which the Company believed was not subject to U.S. tax based on the Company’s good-faith estimate of its accumulated earnings and profits at that time. The Agreement includes provisions pursuant to which S&T agreed to indemnify the Company for any liability imposed on it as a result of the Company’s agreement not to withhold such funds for S&T’s possible tax liability and a pledge of stock as collateral. The Company continues to assert that such dividend is largely not subject to U.S. tax based on the Company’s good-faith estimate of its accumulated earnings and profits. In addition, the Company also continues to assert that this transaction results in an off-balance sheet arrangement and a possible contingent tax liability of the Company, which, if recognized, would be offset by the calling by the Company on S&T of the indemnification provisions of the Agreement. In February 2011, upon the request of S&T to the Company, the Company and S&T agreed that the collateral pledged as a part of the Agreement would no longer be required and such collateral was returned by the Company to S&T in March 2011 and the Agreement was amended and restated to remove the collateral requirement but retain the indemnification provisions. The Agreement, as amended (the “Amended Agreement”), remains in effect as of today. In September 2014, the Company, with S&T’s consent, withheld $0.5 million in cash, to be pledged as collateral against the Amended Agreement, from the dividend paid to S&T on September 30, 2014 along with such dividend paid on that date to all common stockholders. The Company holds, as of September 30, 2015, $0.5 million in cash collateral from S&T against the Amended Agreement. In the event that (i) the Company is not successful in establishing with the IRS that the Company’s calculations were correct and (ii) S&T is unable or unwilling to pay the additional taxes due or indemnify the Company under the terms of the Amended Agreement, the Company may be liable to pay such additional taxes, which, together with penalties and interest, are currently estimated by the Company to be approximately $4.9 million as of September 30, 2015, $0.5 million of which is collateralized in cash held by the Company as of September 30, 2015 as described above and which is classified by the Company as restricted cash on its balance sheet. Any such liability, should it be required to be recognized by the Company, would likely have a material adverse effect on the Company’s results of operations in the period recognized. S&T is a subsidiary of Grande, which is currently in liquidation (as described above under “ Controlling Shareholder |
Borrowings
Borrowings | 6 Months Ended |
Sep. 30, 2015 | |
Borrowings | NOTE 7 — BORROWINGS Short-term Borrowings Letters of Credit |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Sep. 30, 2015 | |
Legal Proceedings | NOTE 8 — LEGAL PROCEEDINGS The Company is not currently a party to any legal proceedings other than litigation matters, 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 such pending litigation matters. However, management believes, based on its examination of such matters, that the Company’s ultimate liability will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
Short Term Investments
Short Term Investments | 6 Months Ended |
Sep. 30, 2015 | |
Short Term Investments | NOTE 9 — SHORT TERM INVESTMENTS At September 30, 2015 and March 31, 2015, the Company held short term investments totaling $10.1 million and nil, respectively. These investments were comprised of bank certificates of deposit which matured on October 30, 2015. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Sep. 30, 2015 | |
Subsequent Event | NOTE 10 — SUBSEQUENT EVENT Emerson was informed in November 2015 by one of its key customers that, commencing with the Spring of 2016, this customer will discontinue retailing in its stores the Emerson-branded microwave oven and compact refrigeration products currently sold to this customer by the Company. During fiscal 2015, the six month period of fiscal 2016 and the second quarter of fiscal 2016, net sales of these products by the Company to this customer were approximately $39.5 million, $16.5 million and $3.3 million, respectively, comprising approximately 57.3%, 63.4% and 42.5% of the Company’s total net product sales. The Company currently anticipates that it will continue shipping these products to this customer only through the remainder of the third quarter of fiscal 2016. Emerson anticipates that net product sales for the second half of fiscal 2016 will be negatively impacted by this event and that the first full year impact of this event will be realized by the Company in fiscal 2017, which begins on April 1, 2016. As previously disclosed by the Company, the complete loss of, or significant reduction in, business with either of the Company’s key customers will have a material adverse effect on the Company’s business and results of operations. Accordingly, the loss of the net sales will have a material adverse effect on the Company’s business and results of operations. The Company is analyzing the impacts to its business of this event and is identifying strategic courses of action for consideration. There can be no assurance that the Company will be able to increase sales of such products at levels sufficient to offset the adverse impact of the loss of these products to this customer, if at all. |
Background and Basis of Prese16
Background and Basis of Presentation (Policies) | 6 Months Ended |
Sep. 30, 2015 | |
Preparation of Financial Statements | 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 September 30, 2015 and the results of operations for the three and six month periods ended September 30, 2015 and September 30, 2014. 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 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, 2015 (“fiscal 2015”), included in the Company’s annual report on Form 10-K, as amended, for fiscal 2015. |
Sales Allowance and Marketing Support Expenses | Sales Allowance and Marketing Support Expenses 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 605, “Revenue Recognition”, subtopic 50 “Customer Payments and Incentives” and Securities and Exchange Commission Staff Accounting Bulletins 101 “Revenue Recognition in Financial Statements,” and 104 “Revenue Recognition, corrected copy” (“SAB’s 101 and 104”). 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 605, “Revenue Recognition”, subtopic 15 “Products”, (i) sales incentives offered to customers that meet the criteria for accrual under ASC topic 605, subtopic 50 and (ii) under SAB’s 101 and 104, 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 SAB 104’s and 101’s four revenue recognition criteria, all of which are required to be met in order to recognize revenue. 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. |
Net Earnings Per Share (Tables)
Net Earnings Per Share (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Computation of Basic and Diluted Earnings per Share | The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): Three months ended Six months ended 2015 2014 2015 2014 Numerator: Net (loss) income $ (710 ) $ 47 $ (589 ) $ 698 Denominator: Denominator for basic earnings per share — weighted average shares 27,130 27,130 27,130 27,130 Effect of dilutive securities on denominator: Options (computed using the treasury stock method) — — — — Denominator for diluted earnings per share — weighted average shares and assumed conversions 27,130 27,130 27,130 27,130 Basic and diluted (loss) earnings per share $ (.03 ) $ .00 $ (.02 ) $ .03 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Inventory | As of September 30, 2015 and March 31, 2015, inventories consisted of the following (in thousands): September 30, 2015 March 31, 2015 Finished goods $ 4,586 $ 4,519 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Summary of Open Tax Years | A summary of the Company’s open tax years is as follows as of September 30, 2015: Jurisdiction Open tax years U.S. federal 2011-2014 States 2011-2014 |
Computation of Basic and Dilute
Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net (loss) income | $ (710) | $ 47 | $ (589) | $ 698 |
Denominator: | ||||
Denominator for basic earnings per share - weighted average shares | 27,130 | 27,130 | 27,130 | 27,130 |
Effect of dilutive securities on denominator: | ||||
Options (computed using the treasury stock method) | 0 | 0 | 0 | 0 |
Denominator for diluted earnings per share - weighted average shares and assumed conversions | 27,130 | 27,130 | 27,130 | 27,130 |
Basic and diluted (loss) earnings per share | $ (0.03) | $ 0 | $ (0.02) | $ 0.03 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) | Sep. 30, 2015shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options outstanding | 0 |
Warrants outstanding | 0 |
Other potentially dilutive securities outstanding | 0 |
Inventory (Detail)
Inventory (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Inventory [Line Items] | ||
Finished goods | $ 4,586 | $ 4,519 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 48 Months Ended | ||||||
Sep. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2013 | |
Schedule Of Income Taxes [Line Items] | |||||||||
Possible additional federal and state income taxes estimated from the income tax assessment | $ 3,000 | ||||||||
Provision for income tax expense (benefit) | $ (102) | $ 1,600 | $ 27 | $ 500 | $ 900 | $ (71) | $ 232 | ||
Tax net operating loss can be carried forward | 20 years | ||||||||
Maximum | |||||||||
Schedule Of Income Taxes [Line Items] | |||||||||
Estimated income taxes liability, penalties and interest accrued | 600 | $ 600 | |||||||
Estimated income taxes liability, penalties and interest recorded as income tax expense | $ 100 | $ 400 | 100 | ||||||
U.S. federal | |||||||||
Schedule Of Income Taxes [Line Items] | |||||||||
Net operating loss carry forwards, amount | 1,800 | 1,800 | |||||||
States | |||||||||
Schedule Of Income Taxes [Line Items] | |||||||||
Net operating loss carry forwards, amount | $ 300 | $ 300 |
Summary of Open Tax Years (Deta
Summary of Open Tax Years (Detail) | 6 Months Ended |
Sep. 30, 2015 | |
Minimum | States | |
Income Tax Examination [Line Items] | |
Open tax years | 2,011 |
Minimum | U.S. federal | |
Income Tax Examination [Line Items] | |
Open tax years | 2,011 |
Maximum | States | |
Income Tax Examination [Line Items] | |
Open tax years | 2,014 |
Maximum | U.S. federal | |
Income Tax Examination [Line Items] | |
Open tax years | 2,014 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 | Jul. 09, 2014 | Aug. 31, 2012 | Mar. 02, 2010 |
Related Party Transaction [Line Items] | |||||
Extraordinary dividend declared | $ 1.10 | ||||
Company's assertion as to the percent of the dividend that is taxable to the recipient | 4.90% | ||||
Internal Revenue Service's assertion as to the percent of the dividend that is taxable to the recipient, which the company is refuting | 100.00% | ||||
Restricted cash | $ 500 | $ 500 | |||
Estimated additional taxes, penalties and interest | $ 4,900 | ||||
Grande | |||||
Related Party Transaction [Line Items] | |||||
Grande's (Provisional Liquidator Appointed) Ownership Interest in Emerson number of shares | 15,243,283 | ||||
Grande's (Provisional Liquidator Appointed) Ownership Interest Percentage | 56.20% |
Borrowings - Additional Informa
Borrowings - Additional Information (Detail) | Sep. 30, 2015USD ($) |
Line of Credit Facility [Line Items] | |
Letters of credit issued percentage of cash collateralized basis | 100.00% |
Outstanding letters of credit | $ 0 |
Short Term Investments - Additi
Short Term Investments - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Investment [Line Items] | ||
Short term investments | $ 10,086 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2015 | |
Subsequent Event [Line Items] | |||||
Net product sales | $ 7,780 | $ 12,862 | $ 26,067 | $ 37,704 | |
Customer Concentration Risk | Customer One | |||||
Subsequent Event [Line Items] | |||||
Net product sales | $ 3,300 | $ 16,500 | $ 39,500 | ||
Sales Revenue, Goods, Net | Customer Concentration Risk | Customer One | |||||
Subsequent Event [Line Items] | |||||
Concentration risk, percentage | 42.50% | 63.40% | 57.30% |