What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-14 · 163 added, 144 removed, 427 unchanged (42% of the section changed)

4 unchanged sentences

(In thousands, except per share data)

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

Net revenues:

Net product sales

$ 1,589 $ 2,129

Licensing revenue

4 unchanged sentences

Operating loss

( 1,309 ) ( 1,222 )

Other income:

1 unchanged sentence

(Loss) before income taxes

( 1,140 ) ( 959 )

Provision for income tax expense

( 1,140 ) ( 962 )

Basic (loss) per share

$ ( 0.05 ) $ ( 0.05 )

Diluted (loss) per share

$ ( 0.05 ) $ ( 0.05 )

Weighted average shares outstanding

21,042,652 21,042,652

The accompanying notes are an integral part of the condensed consolidated financial statements.

3 unchanged sentences

(In thousands except share data)

June 30, 2025

September 30, 2025

March 31, 2025

36 unchanged sentences

Common shares — $ 0.01 par value, 75,000,000 shares authorized;

52,965,797 shares issued at June 30, 2025 and March 31, 2025, respectively;

21,042,652 shares outstanding at June 30, 2025 and March 31, 2025, respectively

52,965,797 shares issued at September 30, 2025 and March 31, 2025, respectively;

21,042,652 shares outstanding at September 30, 2025 and March 31, 2025, respectively

Additional paid-in capital

2 unchanged sentences

( 31,119 ) ( 28,936 )

Treasury stock, at cost ( 31,923,145 shares at June 30, 2025 and March 31, 2025, respectively)

Treasury stock, at cost ( 31,923,145 shares at September 30, 2025 and March 31, 2025, respectively)

( 33,201 ) ( 33,201 )

8 unchanged sentences

(In thousands)

Three Months Ended June 30,

Six Months Ended September 30,

(In thousands)

Cash Flows from Operating Activities:

$ ( 1,140 ) $ ( 962 )

Adjustments to reconcile net loss to net cash (used) by operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Non-cash lease expense

3 unchanged sentences

Prepaid purchases

( 119 ) ( 357 )

Prepaid expenses and other current assets

( 83 ) ( 377 )

Accounts payable and other current liabilities

Right of use assets-operating

Short term lease liabilities

Long term lease liabilities

( 40 ) ( 11 )

Income taxes payable

Deferred revenue

( 32 ) ( 21 )

Net cash (used) by operating activities

( 514 ) ( 840 )

Net cash (used in) operating activities

Cash Flows From Investing Activities:

2 unchanged sentences

Additions to property and equipment

Net cash provided (used) by investing activities

983 ( 16,215 )

Net cash provided by (used in) investing activities

Cash Flows from Financing Activities:

1 unchanged sentence

Long term finance liability

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

469 ( 17,048 )

Net cash (used in) provided by financing activities

Net (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of the period

Cash and cash equivalents at end of the period

$ 1,655 $ 2,842

Supplemental disclosure of non-cash investing and financing activities:

Right-of-use assets obtained in exchange for new operating lease liabilities

Right-of-use assets obtained in exchange for new finance lease liabilities

9 unchanged sentences

Balance — March 31, 2025

3,677 $ 3,310 52,965,797 $ 529 $ 79,792 $ ( 28,936 ) $ ( 33,201 ) $ 21,494

— — — — — ( 1,140 ) — ( 1,140 )

Balance — June 30, 2025

3,677 $ 3,310 52,965,797 $ 529 $ 79,792 $ ( 30,076 ) $ ( 33,201 ) $ 20,354

Balance — September 30, 2025

Preferred Stock

1 unchanged sentence

Balance — March 31, 2024

3,677 $ 3,310 52,965,797 $ 529 $ 79,792 $ ( 24,205 ) $ ( 33,201 ) $ 26,225

— — — — — ( 962 ) — ( 962 )

Balance — June 30, 2024

3,677 $ 3,310 52,965,797 $ 529 $ 79,792 $ ( 25,167 ) $ ( 33,201 ) $ 25,263

Balance — September 30, 2024

The accompanying notes are an integral part of the condensed consolidated financial statements.

6 unchanged sentences

The Company designs, sources, imports and markets certain houseware and consumer electronic products, and licenses the Company’s trademarks for a variety of products.

The unaudited condensed 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 condensed consolidated financial position as of June 30, 2025 and the results of operations for the three month periods ended June 30, 2025 and June 30, 2024 .

The unaudited condensed 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 condensed consolidated financial position as of September 30, 2025 and the results of operations for the three and six month periods ended September 30, 2025 and September 30, 2024 .

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the unaudited condensed consolidated financial statements not misleading have been included.

4 unchanged sentences

Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and notes thereto for the fiscal year ended March 31, 2025 (“fiscal 2025 ”), included in the Company’s Annual Report on Form 10 -K for fiscal 2025 .

The results of operations for the three month period ended June 30, 2025 are not necessarily indicative of the results of operations that may be expected for any other condensed period or for the full year ending March 31, 2026 (“fiscal 2026 ”).

The results of operations for the three and six month periods ended September 30, 2025 are not necessarily indicative of the results of operations that may be expected for any other condensed interim period or for the full year ending March 31, 2026 (“fiscal 2026 ”).

Recent Accounting Pronouncements

46 unchanged sentences

In the case where a royalty is paid to the Company in advance, the royalty payment is initially recorded as a liability and recognized as revenue as the royalties are deemed to be earned according to the principles outlined above.

As of June 30, 2025 , the Company recorded deferred revenue of approximately $ 64,000 as compared to approximately $ 96,000 as of March 31, 2025 on its condensed consolidated balance sheets.

As of June 30, 2024 , the Company recorded deferred revenue of $ 170,000 as compared to approximately $ 191,000 as of March 31, 2024 on its condensed consolidated balance sheets.

As of September 30, 2025 , the Company recorded deferred revenue of approximately $ 32,000 as compared to approximately $ 96,000 as of March 31, 2025 on its condensed consolidated balance sheets.

As of September 30, 2024 , the Company recorded deferred revenue of $ 149,000 as compared to approximately $ 191,000 as of March 31, 2024 on its condensed consolidated balance sheets.

All of the deferred revenue for the periods presented are related to licensing revenue.

Disaggregation of Revenue

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

Disaggregation of revenue (in 000's)

3 unchanged sentences

Licensing revenue

88 68 174 137

1,215 2,738 2,890 4,936

Net revenues by customers:

$ 680 $ 999 $ 880 $ 1,984

115 1,190 168 2,038

Variety Wholesalers

Grupo Chedraui

— 379 439 544

$ 932 $ 2,568 $ 2,192 $ 4,566

Accounts Receivable, net

5 unchanged sentences

Receivables are written off once they are considered uncollectible.

The accounts receivable balance on a net basis was approximately $ 1,327,000 as of June 30, 2025 as compared to approximately $ 1,725,000 as of June 30, 2024 and approximately $ 1,189,000 as of June 30, 2023.

As of June 30, 2025, Fred Meyer and Variety Wholesalers Inc.

("Variety") each accounted for 31 % of the Company’s total trade accounts receivable, net of specific reserves.

As of March 31, 2025, Amazon.com ("Amazon") and Variety accounted for 59 % and 19 %, respectively, of the Company’s total trade accounts receivable, net of specific reserves.

No other customer accounted for more than 10% of the Company’s total trade accounts receivable, net of specific reserves, as of June 30, 2025 or March 31, 2025.

The accounts receivable balance on a net basis was approximately $ 1,203,000 as of September 30, 2025 as compared to approximately $ 1,499,000 as of March 31, 2025 and approximately $ 1,343,000 as of March 31, 2024 .

As of September 30, 2025 , Amazon.com ("Amazon") accounted for approximately 59 % and Fred Meyer Inc.

("Fred Meyer") accounted for approximately 15 % of the Company’s total trade accounts receivable, net of specific reserves.

As of March 31, 2025 , Amazon accounted for approximately 59 % and Variety Wholesalers Inc.

("Variety") accounted for approximately 19 % of the Company’s total trade accounts receivable, net of specific reserves.

No other customer accounted for more than 10% of the Company’s total trade accounts receivable, net of specific reserves, as of September 30, 2025 or March 31, 2025 .

Accounts receivable roll-forward:

As of June 30,

As of September 30, As of March 31, As of March 31,

Trade receivables

5 unchanged sentences

Accounts receivables deemed uncollectible are charged against the allowance for credit losses when identified:

As of June 30,

As of September 30,

Opening balance

6 unchanged sentences

Weighted average shares includes the impact of shares held in treasury.

Three Months Ended June 30,

$ ( 1,140 ) $ ( 962 )

Three Months Ended September 30,

Six Months Ended September 30,

Denominator for basic and diluted loss per share — weighted average shares

21,042,652 21,042,652

Net (loss) per share:

Basic and diluted (loss) per share

$ ( 0.05 ) $ ( 0.05 )

NOTE 3 — SHAREHOLDERS ’ EQUITY

Outstanding capital stock at June 30, 2025 consisted of common stock and Series A preferred stock.

Outstanding capital stock at September 30, 2025 consisted of common stock and Series A preferred stock.

The Series A preferred stock is non-voting, has no dividend preferences and has not been convertible since March 31, 2002;

however, it retains a liquidation preference.

At June 30, 2025 , the Company had no options, warrants or other potentially dilutive securities outstanding.

At September 30, 2025 , the Company had no options, warrants or other potentially dilutive securities outstanding.

NOTE 4 — INVENTORY

1 unchanged sentence

Cost is determined using the first -in, first -out method.

As of June 30, 2025 and March 31, 2025 , inventories consisted of the following (in thousands):

June 30, 2025

As of September 30, 2025 and March 31, 2025 , inventories consisted of the following (in thousands):

September 30, 2025

March 31, 2025

Finished goods

$ 5,227 $ 4,909

NOTE 5 — INCOME TAXES

At June 30, 2025 , the Com pany had approximately $ 20.2 million of U.S.

As of September 30, 2025 , the Com pany had approximately $ 21.4 million of U.S.

federal net operating loss (“NOL”) carry forwards.

These losses do not expire but are limited to utilization of 80 % of taxable income in any one year.

At June 30, 2025 , the Company had approximately $ 22.1 million of U.S.

At September 30, 2025 , the Company had approximately $ 23.2 million of U.S.

state NOL carry forwards.

The tax benefits related to these state NOL carry forwards and future deductible temporary differences are recorded to the extent management believes it is more likely than not that such benefits will be realized.

The Company analyzed the future reasonability of recognizing its deferred tax assets at June 30, 2025 .

As a result, the Company concluded that a 100% valuation allowance of approximately $ 6,452,000 would be recorded against the assets.

The income of foreign subsidiaries before taxes was $ 178,000 for the three month period ended June 30, 2025 as compared to income of foreign subsidiaries before taxes of $ 272,000 for the three month period ended June 30, 2024 .

Although the Company generated a net operating loss, it recorded income tax expense of approximately $ 9,000 during the three month period ended June 30, 2025 , primarily resulting from state income taxes.

During the three month period ended June 30, 2024 , the Company generated a net operating loss and recorded income tax expense of approximately $ 9,000 primarily resulting from state income taxes.

The Company analyzed the future reasonability of recognizing its deferred tax assets at September 30, 2025 .

As a result, the Company concluded that a 100% valuation allowance of approximately $ 6,739,000 w o uld be recorded against the assets.

The income of foreign subsidiaries before taxes was approximately $ 165,000 for the three month period ended September 30, 2025 as compared to income of foreign subsidiaries before taxes of approximately $ 249,000 for the three month period ended September 30, 2024 .

The income of foreign subsidiaries before taxes was approximately $ 344,000 for the six month period ended September 30, 2025 as compared to income of foreign subsidiaries before taxes of approximately $ 520,000 for the six month period ended September 30, 2024 .

Although the Company generated a net operating loss, it recorded income tax expense of approximately $ 9,000 during the three and six month periods ended September 30, 2025 , primarily resulting from state income taxes.

During the three and six month periods ended September 30, 2024 , the Company generated a net operating loss and recorded income tax expense of nil and approximately $ 3,000 , respectively, primarily resulting from state income taxes.

After the adoption of ASU 2019 - 12 “Income Taxes (Topic 740 ) – Simplifying the Accounting for Income Taxes” during fiscal 2022, these non-income based state taxes are now reported within selling, general and administrative expenses.

The Company is subject to examination and assessment by tax authorities in numerous jurisdictions.

As of June 30, 2025 , the Company’s open tax years for examination for U.S.

As of September 30, 2025 , the Company’s open tax years for examination for U.S.

federal tax are 2018 - 2025, and for U.S.

2 unchanged sentences

As a result, the Company may be subject to additional tax expense.

As of June 30, 2025 , the Company is asserting under ASC 740 - 30 that all of the unremitted earnings of its foreign subsidiaries are indefinitely invested.

As of September 30, 2025 , the Company is asserting under ASC 740 - 30 that all of the unremitted earnings of its foreign subsidiaries are indefinitely invested.

The Company evaluates this assertion each period based on a number of factors, including the operating plans, budgets, and forecasts for both the Company and its foreign subsidiaries;

2 unchanged sentences

and the tax consequences of any decision to repatriate earnings of foreign subsidiaries to the U.S.

As of each of June 30, 2025 and March 31, 2025 , the Company had a federal tax liability of approximately $ 668,000 related to the repatriation of the Company’s undistributed earnings of its foreign subsidiaries as required by the Tax Cuts and Jobs Act of 2017 (the “Tax Act”).

As of each of June 30, 2025 and March 31, 2025 , the Company’s short term portion was approximately $ 668,000 and the long term portion was nil .

The liability is payable over 8 years.

The first five installments were each e qual to 8 %, the sixth was equal to 15 %, the seventh was equal to 20 % and the final installment is equal to 25 % of the liability.

As of June 30, 2025 , the Company has paid seven of the eight installments.

Each installment must be remitted on or before July 15 th of the year in which such installment is due.

As of September 30, 2025 and March 31, 2025 , the Company had a federal tax liability of nil and approximately $ 668,000 , respectively, related to the repatriation of the Company’s undistributed earnings of its foreign subsidiaries as required by the Tax Cuts and Jobs Act of 2017.

As of September 30, 2025 and March 31, 2025 , the Company’s short term portion was nil and approximately $ 668,000 , respectively.

As of each of September 30, 2025 and March 31, 2025 , the Company's long term portion was nil.

The liability was payable over 8 years.

The first five installments were each e qual to 8 %, the sixth was equal to 15 %, the seventh was equal to 20 % and the final installment was equal to 25 % of the liability.

T he Company paid its eighth and final installment in July 2025.

NOTE 6 — RELATED PARTY TRANSACTIONS

3 unchanged sentences

S&T International Distribution Limited (“S&T”), which is a wholly owned subsidiary of Grande N.A.K.S.

Ltd., which is a wholly owned subsidiary of Nimble, collectively have, based on a Schedule 13D/A filed with the SEC on February 15, 2019, the shared power to vote and direct the disposition of 15,243,283 shares, or approximately 72.4 %, of the Company’s outstanding common stock as of June 30, 2025 .

Accordingly, the Company is a “controlled company” as defined in Section 801 (a) of the NYSE American Company Guide.

1 unchanged sentence

Charges of rental and utility fees on office space in Hong Kong

During the three month period ended June 30, 2025 , the Company was billed approximately $ 33,000 for rental and utility fees from Vigers Appraisal and Consulting Ltd (“VACL”), which is a company related to the Company’s Chairman of the Board of Directors ("Chairman").

As of June 30, 2025 the Company owed approximately $ 1,000 to VACL related to these charges.

During the three month period ended June 30, 2024 , the Company was billed approximately $ 40,000 for rental and utility fees from VACL, which is a company related to the Company's Chairman.

As of June 30, 2024 the Company owed approximately $ 1,000 to VACL related to these charges.

During the three and six month periods ended September 30, 2025 , the Company was billed approximately $ 33,000 and $ 65,000 , respectively, for rental and utility fees from Vigers Appraisal and Consulting Ltd (“VACL”), which is a company related to the Company’s Chairman of the Board of Directors ("Chairman").

As of September 30, 2025 the Company owed approximately $ 1,000 to VACL related to these charges.

During the three and six month periods ended September 30, 2024 , the Company was billed approximately $ 36,000 and $ 76,000 , respectively, for rental and utility fees from VACL, which is a company related to the Company's Chairman.

As of September 30, 2024 the Company owed approximately $ 1,000 to VACL related to these charges.

Charges for promotional items

During the three month period ended June 30, 2025 , the Company purchased nil of promotional items from The Whisky Capital Pte Ltd ("TWCPL"), which is a company related to the Company's Chairman.

During the three month period ended June 30, 2024 , the Company purchased approximately $ 30,000 of promotional items from TWCPL.

As of June 30, 2024 , the Company owed nil to TWCPL.

During each of the three and six month periods ended September 30, 2025 , the Company purchased nil of promotional items from The Whisky Capital Pte Ltd ("TWCPL"), which is a company related to the Company's Chairman.

During the three and six month periods ended September 30, 2024 , the Company purchased nil and approximately $ 30,000 , respectively, of promotional items from TWCPL.

As of September 30, 2024 , the Company owed nil to TWCPL.

NOTE 7 — SHORT TERM DEPOSITS AND INVESTMENTS

As of June 30, 2025 and March 31, 2025 , the Company held approximately $ 1.0 million and approximately $ 0.9 million, respectively, in short term deposits.

As of September 30, 2025 and March 31, 2025 , the Company held approximately $ 0.7 million and approximately $ 0.9 million, respectively, in short term deposits.

These short term deposits had maturity dates of 90 days or less and are classified as cash equivalents.

As of June 30, 2025 and March 31, 2025 , the Company also held approximately $ 13.9 million and $ 14.9 million, respecti vely, in short term investments which had maturity dates greater than 90 days and are classified as short term investments.

As of September 30, 2025 and March 31, 2025 , the Company also held approximately $ 12.5 million and $ 14.9 million, respecti vely, in short term investments which had maturity dates greater than 90 days and are classified as short term investments.

Under ASC Topic 820 Fair Value Measurement, the carrying amounts of the Company’s financial instruments, such as cash, short term deposits and short term investments approximate fair values due to the short-term nature of these instruments and are classified under the fair value hierarchy of Level 1.

1 unchanged sentence

Customer Concentration

For the three month period ended June 30, 2025 , the Company’s three largest customers accounted for approximately 65 % of the Company’s net revenues, of which Variety accounted for approximately 27 %, Fred Meyer accounted for approximately 26 % and Amazon accounted for approximately 12 %.

For the three month period ended September 30, 2025 , the Company’s three largest customers accounted for approximately 77 % of the Company’s net revenues, of which Amazon accounted for approximately 56 %, Costco accounted for approximately 11 % and Variety accounted for approximately 10 %.

No other customer accounted for greater than 10% of the Company's net revenues during the period.

For the three month period ended June 30, 2024 , the Company’s three largest customers accounted for approximately 86 % of the Company’s net revenues, of which Amazon accounted for approximately 38 %, Walmart accounted for approximately 36 % and Chedraui accounted for approximately 12 %.

For the six months ended September 30, 2025 , the Company’s three largest customers accounted for approximately 62 % of the Company’s net revenues, of which Amazon accounted for approximately 31 %, Variety accounted for approximately 16 % and Fred Meyer accounted for approximately 15 %.

No other customer accounted for greater than 10% of the Company's net revenues during the period.

For the three month period ended September 30, 2024 , the Company’s three largest customers accounted for approximately 86 % of the Company’s net revenues, of which Walmart accounted for approximately 42 %, Amazon accounted for approximately 31 % and Fred Meyer accounted for approximately 13 %.

No other customer accounted for greater than 10% of the Company's net revenues during the period.

For the six months ended September 30, 2024 , the Company’s three largest customers accounted for approximately 84 % of the Company’s net revenues, of which Walmart accounted for approximately 39 %, Amazon accounted for approximately 34 % and Fred Meyer accounted for approximately 11 %.

No other customer accounted for greater than 10% of the Company's net revenues during the period.

A significant decline in net sales to any of the Company’s key customers would have a material adverse effect on the Company’s business, financial condition and results of operation.

Product Concentration

For the three month period ended June 30, 2025 , the Company’s gross product sales included microwave ovens, which generated approximately 87 % of the Company’s gross product sales and audio products, which generated approximately 10 % of the Company’s gross product sales.

No other products accounted for greater than 10% of the Company's gross product sales during the period.

For the three month period ended June 30, 2024 , the Company’s gross product sales included microwave ovens, which generated approximately 48 % of the Company’s gross product sales and audio products, which generated approximately 48 %, respectively, of the Company’s gros s product sales.

No other products accounted for greater than 10% of the Company's gross product sales during the period.

For the three and six month periods ended September 30, 2025 , the Company’s gross product sales included microwave ovens, which generated approximately 63 % and 76 %, respectively, of the Company’s gross product sales and audio products, which generated approximately 27 % and 18 %, respectively, of the Company’s gross product sales.

No other products accounted for greater than 10% of the Company's gross product sales during the respective periods.

For the three and six month periods ended September 30, 2024 , the Company’s gross product sales included microwave ovens, which generated approximately 43 % and 45 %, respectively, of the Company’s gross product sales and audio products, which generated approximately 55 % and 52 %, respectively, of the Company’s gros s product sales.

No other products accounted for greater than 10% of the Company's gross product sales during the respective periods.

Concentrations of Credit Risk

As a percentage of the Company’s total trade accounts receivable, net of specific reserves, the Company’s top two customers each accounted for approximately 31 %, as of June 30, 2025 .

As of September 30, 2025 , the Company’s top two customers accounted for approximately 59 % and 15 %, respectively, of the Company's total trade accounts receivable, net of specific reserves.

No other customers accounted for greater than 10% of the Company's total trade accounts receivable, net of specific reserves, as of such date.

As a percentage of the Company’s total trade accounts receivable, net of specific reserves, the Company’s top two customers accounted for approximately 59 % and 19 %, respectively, as of March 31, 2025 .

As of March 31, 2025 , the Company's top two customer's accounted for approximately 59 % and 19 %, respectively, of the Company's total trade accounts receivable, net of specific reserves.

No other customers accounted for greater than 10% of the Company's total trade accounts receivable, net of specific reserves, as of such date.

The Company periodically performs credit evaluations of its customers but generally does not require collateral, and the Company provides for any anticipated credit losses in the financial statements based upon management’s estimates and ongoing reviews of recorded allowances.

The allowance for credit losses on the Company's total trade accounts receivable balances was approximately $ 1,116,000 as of June 30, 2025 and $ 1,107,000 as of March 31, 2025 .

The allowance for credit losses on the Company's total trade accounts receivable balances was approximately $ 1,113,000 as of September 30, 2025 and $ 1,107,000 as of March 31, 2025 .

Due to the high concentration of the Company’s net trade accounts receivables among just two customers, any significant failure by one of these customers to pay the Company the amounts owing against these receivables would result in a material adverse effect on the Company’s business, financial condition and results of operations.

2 unchanged sentences

The Company’s cash balances on deposit in the U.S.

as of June 30, 2025 and March 31, 2025 were insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per qualifying bank account in accordance with FDIC rules.

The Company’s cash, cash equivalents and restricted cash balances in excess of these FDIC-insured limits were approximately $ 1.4 million and approximately $ 0.9 million at June 30, 2025 and March 31, 2025 , respectively.

The Company also has short term deposits in foreign financial institutions which are not FDIC insured of approximately $ 13.9 million and $ 14.9 million as of June 30, 2025 and March 31, 2025 , respectively.

as of September 30, 2025 and March 31, 2025 were insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per qualifying bank account in accordance with FDIC rules.

The Company’s cash, cash equivalents and restricted cash balances in excess of these FDIC-insured limits were approximately $ 0.8 million and approximately $ 0.9 million at September 30, 2025 and March 31, 2025 , respectively.

The Company also has short term deposits in foreign financial institutions which are not FDIC insured of approximately $ 12.5 million and $ 14.9 million as of September 30, 2025 and March 31, 2025 , respectively.

Supplier Concentration

During the three month period ended June 30, 2025 , the Company procured 100 % of its products for resale from its three largest factory suppliers, of which approximately 40 % was supplied by its largest supplier and approximately 40 %, and 20 %, respectively, was supplied by the other two suppliers.

During the three month period ended June 30, 2024 , the Company procured 100 % of its products for resale from its four largest factory suppliers, of which approximately 33 % was supplied by its largest supplier and approximately 31 %, 21 % and 15 %, respectively, was supplied by the other three suppliers.

No other suppliers accounted for greater than 10% for either the three month period ended June 30, 2025 or June 30, 2024 .

During the three month period ended September 30, 2025 , the Company procured 100 % of its products for resale from its three largest factory suppliers, of which approximately 46 % was supplied by its largest supplier and approximately 27 %, and 27 %, respectively, was supplied by the other two suppliers.

During the three month period ended September 30, 2024 , the Company procured approximately 91 % of its products for resale from its four largest factory suppliers, of which approximately 47 % was supplied by its largest supplier and approximately 16 %, 16 % and 12 %, respectively, was supplied by the other three suppliers.

No other suppliers accounted for greater than 10% for either the three month period ended September 30, 2025 or September 30, 2024 .

During the six month period ended September 30, 2025 , the Company procured approximately 93 % of its products for resale from its three largest factory suppliers, of which approximately 41 % was supplied by its largest supplier and approximately 30 %, and 22 %, respectively, was supplied by the other two suppliers.

During the six month period ended September 30, 2024 , the Company procured 100 % of its products for resale from its five largest factory suppliers, of which approximately 38 % was supplied by its largest supplier and approximately 19 %, 17 %, 16 % and 10 %, respectively, was supplied by the other four suppliers.

No other suppliers accounted for greater than 10% for either the three month period ended September 30, 2025 or September 30, 2024 .

NOTE 9 — LEASES

1 unchanged sentence

and in Hong Kong as well as a copier in the U.S.

These leases have remaining non-cancellable lease terms of twenty-six to forty-eight months.

These leases have remaining non-cancellable lease terms of twenty-three to forty-five months.

The Company has elected not to separate lease and non-lease components for all leased assets.

The Company did not identify any events or conditions during the quarter ended June 30, 2025 to indicate that a reassessment or re-measurement of the Company’s existing leases was required.

As of June 30, 2025 , the Company’s current operating lease liabilities and finance lease liabilities were $ 139,000 and $ 1,000 , respectively and its non-current operating lease liabilities and finance lease liabilities were $ 281,000 and $ 5,000 , respectively.

The Company did not identify any events or conditions during the quarter ended September 30, 2025 to indicate that a reassessment or re-measurement of the Company’s existing leases was required.

As of September 30, 2025 , the Company’s current operating lease liabilities and finance lease liabilities were $ 153,000 and $ 1,000 , respectively and its non-current operating lease liabilities and finance lease liabilities were $ 243,000 and $ 4,000 , respectively.

The Company’s operating and finance lease right-of-use asset balances are presented in non-current assets.

The net balance of the Company’s operating and finance lease right-of-use assets as of June 30, 2025 was $ 406,000 and $ 5,000 , respectively.

The net balance of the Company’s operating and finance lease right-of-use assets as of September 30, 2025 was $ 374,000 and $ 5,000 , respectively.

As disclosed in "Note 6 - Related Party Transactions", the Company's Hong Kong office space is being leased from VACL, which is a company related to the Company's Chairman.

As of June 30, 2025 , the current operating liability of this lease is approximately $ 101,000 and its non-current liability is $ 132,000 .

Its right-of-use asset value is approximately $ 233,000 , as of June 30, 2025 .

As of September 30, 2025 , the current operating liability of this lease is approximately $ 105,000 and its non-current liability is $ 106,000 .

Its right-of-use asset value is approximately $ 211,000 , as of September 30, 2025 .

The components of lease costs, which were included in operating expenses in the Company’s unaudited condensed consolidated statements of operations, were as follows:

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended September 30,

(in thousands)

Operating lease cost

$ 45 $ 48 $ 90 $ 100

The supplemental cash flow information related to leases are as follows:

2 unchanged sentences

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

Finance leases

1 unchanged sentence

Weighted average remaining lease term (in months)

As of June 30, 2025

As of June 30, 2024

As of September 30, 2025

As of September 30, 2024

Operating leases

5 unchanged sentences

10.50 % 10.50 %

As of June 30, 2025 the maturities of lease liabilities were as follows:

As of September 30, 2025 the maturities of lease liabilities were as follows:

(in thousands)

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Finance Leases

2029 and thereafter

Total lease payments

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Results of Operations

The following table summarizes certain financial information for the three month period ended June 30, 2025 (fiscal 2026) and June 30, 2024 (fiscal 2025) (in thousands):

Three Months Ended June 30,

The following table summarizes certain financial information for the three and six month periods ended September 30, 2025 (fiscal 2026) and September 30, 2024 (fiscal 2025) (in thousands):

Three Months Ended September 30,

Six Months Ended September 30,

Net product sales

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Provision for income taxes

Net product sales — Net product sales for the three month period ended June 30, 2025 were approximately $1.6 million as compared to approximately $2.1 million for the three month period ended June 30, 2024, a decrease of approximately $0.5 million, or 25.4%.

The Company’s sales during the three month period ended June 30, 2025 were highly concentrated among its three largest customers – Variety, Fred Meyer and Amazon – comprising in the aggregate approximately 68% of the Company’s total net product sales during the period.

The Company’s sales during the three month period ended June 30, 2024, were highly concentrated among its three largest customers – Amazon, Walmart and Chedraui – comprising in the aggregate approximately 89% of the Company’s total net product sales.

Net product sales — Net product sales for the three month period ended September 30, 2025 were approximately $1.1 million as compared to approximately $2.7 million for the three month period ended September 30, 2024, a decrease of approximately $1.6 million, or 57.8%.

The Company’s sales during the three month period ended September 30, 2025 were highly concentrated among its three largest customers – Amazon, Costco and Walmart – comprising in the aggregate approximately 83% of the Company’s total net product sales during the period.

The Company’s sales during the three month period ended September 30, 2024, were highly concentrated among its three largest customers – Walmart, Amazon and Fred Meyer – comprising in the aggregate approximately 88% of the Company’s total net product sales during the period.

Net product sales for the six month period ended September 30, 2025 were approximately $2.7 million as compared to approximately $4.8 million for the six month period ended September 30, 2024, a decrease of approximately $2.1 million, or 43.4%.

The Company’s sales during the six month period ended September 30, 2025 were highly concentrated among its three largest customers – Amazon, Variety and Fred Meyer – comprising in the aggregate approximately 65% of the Company’s total net product sales during the period.

The Company’s sales during the six month period ended September 30, 2024, were highly concentrated among its three largest customers – Walmart, Amazon and Fred Meyer – comprising in the aggregate approximately 86% of the Company’s total net product sales during the period.

Net product sales are comprised primarily of the sales of houseware and audio products which bear the Emerson® brand name.

Net product sales may be periodically impacted by adjustments made to the Company’s sales allowance and marketing support accrual to record unanticipated customer deductions from accounts receivable or to reduce the accrual by any amounts which were accrued in the past but not taken by customers through deductions from accounts receivable within a certain time period.

In the aggregate, these adjustments had the effect of increasing net product sales and operating income by nil and approximately $10,000 for the three month periods ended June 30, 2025 and June 30, 2024, respectively.

In the aggregate, these adjustments had the effect of increasing net product sales and operating income by nil and approximately $11,000 for the three month periods ended September 30, 2025 and September 30, 2024, respectively, and by nil and approximately $21,000 for the six month periods ended September 30, 2025 and September 30, 2024, respectively.

The major elements which contributed to the overall increase in net product sales were as follows:

i) Houseware products:

Net sales of houseware products increased approximately $0.3 million, or 29.5%, to approximately $1.4 million for the three month period ended June 30, 2025 as compared to approximately $1.1 million for the three month period ended June 30, 2024, driven by increased net sales of newly introduced microwave ovens to the market.

Net sales of houseware products decreased approximately $0.4 million, or 33.1%, to approximately $0.8 million for the three month period ended September 30, 2025 as compared to approximately $1.2 million for the three month period ended September 30, 2024, driven by decreased net sales of microwave ovens.

Certain of the Company's key customers refuse to accept price increases from recently imposed tariffs, which negatively impacted net sales during the quarter ended September 30, 2025.

Net sales of houseware products decreased $0.1 million, or 3.4%, to approximately $2.2 million for the six month period ended September 30, 2025 as compared to approximately $2.3 million for the six month period ended September 30, 2024, driven by decreased net sales of microwave ovens and compact refrigerators.

ii) Audio products:

Net sales of audio products decreased approximately $0.9 million, or 85.7%, to approximately $0.1 million for the three month period ended June 30, 2025 as compared to approximately $1.0 million for the three month period ended June 30, 2024, primarily due to a discontinued clock radio at Walmart.

Net sales of audio products decreased approximately $1.2 million, or 78.3%, to approximately $0.3 million for the three month period ended September 30, 2025 as compared to approximately $1.5 million for the three month period ended September 30, 2024, primarily due to a discontinued clock radio at Walmart.

Net sales of audio products decreased approximately $2.0 million, or 80.9%, to approximately $0.5 million for the six month period ended September 30, 2025 as compared to approximately $2.5 million for the six month period ended September 30, 2024, primarily due to a discontinued clock radio at Walmart.

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 and Mexico.

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In light of the adverse macroeconomic conditions domestically and internationally, the Company has implemented certain cost-reduction actions intended to reduce expenditures.

However, the environment remains uncertain.

Demand for the Company’s products remains competitive and requires actions to continue carefully managing inventory.

Accordingly, current results and financial condition discussed herein may not be indicative of future operating results and trends.

However, the economic environment remains uncertain.

Demand for the Company’s products remains competitive and requires the Company to continue carefully managing inventory.

Accordingly, our current results and financial condition discussed herein may not be indicative of our future operating results and trends.

For more information on risks associated with the Company’s operations, please see the risk factors within Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025 .

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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.

Licensing revenue — Licensing revenue for the three month period ended June 30, 2025 was approximately $86,000 as compared to approximately $69,000 for the three month period ended June 30, 2024, an increase of approximately $17,000, or 24.6%.

The increase for the three month period ended June 30, 2025 was the result of increases of annual guaranteed minimum royalties of the Company's licensees.

Net revenues — Net revenues were approximately $1.7 million for the three month period ended June 30, 2025 as compared to approximately $2.2 million for the three month period ended June 30, 2024, a decrease of approximately $0.5 million, or 23.8%.

The decrease in net revenues can be attributed primarily to the discontinuation of a clock radio partially offset by the introduction of new models of the Company's houseware products to the marketplace.

Cost of sales — Cost of sales decreased approximately $0.3 million, or 17.0% to approximately $1.7 million for the three month period ended June 30, 2025 as compared to approximately $2.0 million for the three month period ended June 30, 2024.

The decrease in absolute terms for the three month period ended June 30, 2025 as compared to the three month period ended June 30, 2024 was primarily related to a decrease in net product sales partially offset by increased carrying costs of inventory and the product mix of sales in the current quarter.

Selling, general and administrative expenses ( “ S,G&A ” ) — S,G&A was approximately $1.3 million for the three month period ended June 30, 2025 as compared to $1.4 million for the three month period ended June 30, 2024, a decrease of approximately $0.1 million or 6.8%.

S,G&A, as a percentage of net revenues, was approximately 78.8% for the three month period ended June 30, 2025 as compared to approximately 64.4% for the three month period ended June 30, 2024.

The changes in S,G&A for the three month period ended June 30, 2025 as compared to the three month period ended June 30, 2024 was driven primarily by a decrease in legal fees of approximately $141,000 and a decrease in travel and entertainment costs of approximately $42,000 partially offset by an increase in compensation costs of approximately $75,000 and an increase in advertising costs of approximately $27,000.

Legal fees for the three month period ended June 30, 2025 were approximately $43,000 as compared to approximately $184,000 for the three month period ended June 30, 2024.

Travel and entertainment costs for the three month period ended June 30, 2025 were approximately $11,000 as compared to approximately $53,000 for the three month ended June 30, 2024.

Compensation costs for the three month period ended June 30, 2025 were approximately $770,000 as compared to approximately $695,000 for the three month period ended June 30, 2024.

Advertising costs for the three month period ended June 30, 2025 were approximately $55,000 as compared to approximately $28,000 for the three month period ended June 30, 2024.

Interest income, net — Interest income, net, was approximately $169,000 for the three month period ended June 30, 2025 as compared to approximately $263,000 for the three month period ended June 30, 2024, a decrease of approximately $94,000.

Licensing revenue — Licensing revenue for the three month period ended September 30, 2025 was approximately $88,000 as compared to approximately $68,000 for the three month period ended September 30, 2024, an increase of approximately $20,000, or 29.4%.

The increase for the three month period ended September 30, 2025 was the result of increases of annual guaranteed minimum royalties of the Company's licensees.

Licensing revenue for the six month period ended September 30, 2025 was approximately $174,000 as compared to approximately $137,000 for the six month period ended September 30, 2024, an increase of approximately $37,000, or 27.0%.

The increase for the six month period ended September 30, 2025 was the result of increases of annual guaranteed minimum royalties of the Company's licensees.

Net revenues — Net revenues were approximately $1.2 million for the three month period ended September 30, 2025 as compared to approximately $2.7 million for the three month period ended September 30, 2024, a decrease of approximately $1.5 million, or 55.6%.

The decrease in net revenues can be attributed primarily to the discontinuation of a clock radio at Walmart.

Net revenues were approximately $2.9 million for the six month period ended September 30, 2025 as compared to approximately $4.9 million for the six month period ended September 30, 2024, a decrease of approximately $2.0 million, or 41.5%.

The decrease in net revenues can be attributed primarily to the discontinuation of a clock radio.

Cost of sales — Cost of sales decreased approximately $1.3 million, or 50.7%, to approximately $1.2 million for the three month period ended September 30, 2025 as compared to approximately $2.5 million for the three month period ended September 30, 2024.

The decrease in absolute terms for the three month period ended September 30, 2025 as compared to the three month period ended September 30, 2024 was primarily related to the discontinuation of a clock radio at Walmart and the negative impact of tariffs on the Company's microwave product line.

Cost of sales decreased approximately $1.6 million, or 35.6%, to approximately $2.9 million for the six month period ended September 30, 2025 as compared to approximately $4.5 million for the six month period ended September 30, 2024.

The decrease in absolute terms for the six month period ended September 30, 2025 as compared to the six month period ended September 30, 2024 was primarily related to the discontinuation of a clock radio at Walmart and the negative impact of tariffs on the Company's microwave product line.

Selling, general and administrative expenses ( “ S,G&A ” ) — S,G&A was approximately $1.2 million for the three month period ended September 30, 2025 as compared to $1.4 million for the three month period ended September 30, 2024, a decrease of approximately $0.2 million or 14.0%.

S,G&A, as a percentage of net revenues, was approximately 98.4% for the three month period ended September 30, 2025 as compared to approximately 50.7% for the three month period ended September 30, 2024.

The decrease in S,G&A for the three month period ended September 30, 2025 as compared to the three month period ended September 30, 2024 was primarily driven by a decrease in compensation costs of approximately $177,000 and a decrease in advertising costs of approximately $32,000 partially offset by an increase in legal fees of approximately $38,000.

Compensation costs for the three month period ended September 30, 2025 were approximately $645,000 as compared to approximately $822,000 for the three month period ended September 30, 2024.

Advertising costs for the three month period ended September 30, 2025 were approximately $13,000 as compared to approximately $45,000 for the three month period ended September 30, 2024.

Legal fees for the three month period ended September 30, 2025 were approximately $93,000 as compared to approximately $55,000 for the three month period ended September 30, 2024.

S,G&A was approximately $2.5 million for the six month period ended September 30, 2025 as compared to approximately $2.8 million for the six month period ended September 30, 2024, a decrease of approximately $0.3 million or 10.3%.

S,G&A, as a percentage of net revenues, was approximately 87.0% for the six month period ended September 30, 2025 as compared to approximately 56.8% for the six month period ended September 30, 2024.

The decrease in S,G&A for the six month period ended September 30, 2025 as compared to the six month period ended September 30, 2024 was primarily driven by a decrease in compensation costs of approximately $102,000, a decrease in legal fees of approximately $102,000 and a decrease in travel and entertainment costs of approximately $38,000.

Compensation costs for the six month period ended September 30, 2025 were approximately $1,415,000 as compared to approximately $1,517,000 for the six month period ended September 30, 2024.

Legal fees for the six month period ended September 30, 2025 were approximately $136,000 as compared to approximately $238,000 for the six month period ended September 30, 2024.

Travel and entertainment costs for the six month period ended September 30, 2025 were approximately $27,000 as compared to approximately $65,000 for the six month period ended September 30, 2024.

Interest income, net — Interest income, net, was approximately $153,000 for the three month period ended September 30, 2025 as compared to approximately $236,000 for the three month period ended September 30, 2024, a decrease of approximately $83,000.

The decrease was primarily due to lower levels of cash invested on the Company’s short term investments.

Provision for income taxes — For the three month period ended June 30, 2025, the Company recorded income tax expense of nil as compared to $3,000 for the three month period ended June 30, 2024.

The Company under the adoption of ASU 2019-12 “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes” incurred non-income based state taxes of approximately $9,000 for each of the three month periods ended June 30, 2025 and June 30, 2024, which are now reported as S,G&A.

Interest income, net, was approximately $322,000 for the six month period ended September 30, 2025 as compared to approximately $499,000 for the six month period ended September 30, 2024, a decrease of approximately $177,000.

The decrease was primarily due to lower levels of cash invested on the Company’s short term investments.

Provision for income taxes — For both three month periods ended September 30, 2025 and September 30, 2024, the Company recorded income tax expense of nil.

For the six month period ended September 30, 2025, the Company recorded income tax expense of nil as compared to approximately $3,000 for the six month period ended September 30, 2024.

The Company under the adoption of ASU 2019-12 “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes” incurred non-income based state taxes of approximately $9,000 for each of the six month periods ended September 30, 2025 and September 30, 2024, which are now reported as S,G&A.

See “Note 5 – Income Taxes”.

Although the Company generated a net loss during the three months ended June 30, 2025 , it is unable to realize an income tax benefit until the Company can demonstrate the ability to generate net income on a sustained basis.

Although the Company generated a net loss during the three and six months ended September 30, 2025 , it is unable to realize an income tax benefit until the Company can demonstrate the ability to generate net income on a sustained basis.

Therefore, the Company is obligated to record a 100% valuation allowance against the deferred tax assets.

Net loss — As a result of the foregoing factors, the Company realized a net loss of approximately $1,140,000 for the three month period ended June 30, 2025 as compared to a net loss of approximately $962,000 for the three month period ended June 30, 2024.

Net loss — As a result of the foregoing factors, the Company realized a net loss of approximately $1,043,000 for the three month period ended September 30, 2025 as compared to a net loss of approximately $881,000 for the three month period ended September 30, 2024.

As a result of the foregoing factors, the Company realized a net loss of approximately $2,183,000 for the six month period ended September 30, 2025 as compared to a net loss of approximately $1,843,000 for the six month period ended September 30, 2024.

Liquidity and Capital Resources

As of June 30, 2025, the Company had cash and cash equivalents of approximately $1.7 million as compared to approximately $1.2 million at March 31, 2025.

Cash and cash equivalents includes short term investments in deposits which were classified as cash equivalents of approximately $1.0 million as of June 30, 2025 compared to approximately $0.9 million of such deposits as of March 31, 2025.

Working capital decreased to approximately $20.0 million at June 30, 2025 as compared to approximately $21.1 million at March 31, 2025.

The increase in cash and cash equivalents of approximately $0.5 million was due to a decrease in short term deposits of approximately $1.0 million, an increase in accounts payable and current liabilities of approximately $0.9 million and a decrease in accounts receivable of approximately $0.2 million, partially offset by the net loss generated during the period of approximately $1.1 million, an increase in inventory of approximately $0.3 million, an increase in prepaid purchases of approximately $0.1 million and an increase in prepaid expenses and other current assets of approximately $0.1 million.

Net cash used by operating activities was approxim ately $0.5 million for the three month period ended June 30, 2025, resulting from the loss generated during the period of approximately $1.1 million, an increase in inventory of approximately $0.3 million, an increase in prepaid purchases of approximately $0.1 million and an increase in prepaid expenses and other current assets of approximately $0.1 million, partially offset by an increase in accounts payable and other current liabilities of approximately $0.9 million and a decrease in accounts receivable of approximately $0.2 million.

Net cash provided by investing activ ities was approximately $983,000 for t he three month period ended June 30, 2025 due to redemptions of short-term investments.

Net cash provided by financing ac tivities was nil for the three month period ended June 30, 2025 .

As of September 30, 2025, the Company had cash and cash equivalents of approximately $0.9 million as compared to approximately $1.2 million at March 31, 2025.

Cash and cash equivalents includes short term investments in deposits which were classified as cash equivalents of approximately $0.7 million as of September 30, 2025 compared to approximately $0.9 million of such deposits as of March 31, 2025.

Working capital decreased to approximately $18.9 million at September 30, 2025 as compared to approximately $21.1 million at March 31, 2025.

The decrease in cash and cash equivalents of approximately $0.3 million was due to the net loss generated during the period of approximately $2.2 million, the decrease in income tax payable of approximately $0.7 million, an increase in prepaid expenses and other current assets of approximately $0.1 million and an increase in inventory of approximately $0.1 million, partially offset by a decrease in short term deposits of approximately $2.3 million, a decrease in accounts receivable of approximately $0.3 million and an increase in accounts payable and current liabilities of approximately $0.2 million.

Net cash used by operating activities was approximately $2.6 million for the six month period ended September 30, 2025, resulting from the loss generated during the period of approximately $2.2 million, a decrease in income tax payable of approximately $0.7 million, an increase in prepaid expenses and other current assets of approximately $0.1 million and an increase in inventory of approximately $0.1 million, partially offset a decrease in accounts receivable of approximately $0.3 million and an increase in accounts payable and other current liabilities of approximately $0.2 million.

Net cash provided by investing activ ities was approximately $2.3 million for t he six month period ended September 30, 2025 due to redemptions of short-term investments.

Net cash used by financing ac tivities was approximately $1,000 for the six month period ended September 30, 2025 .

Sources and Uses of Funds

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Off-Balance Sheet Arrangements

As of June 30, 2025, the Company did not have any off-balance sheet arrangements as defined under the rules of the SEC.

As of September 30, 2025, the Company did not have any off-balance sheet arrangements as defined under the rules of the SEC.

Recent Accounting Pronouncements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements