Algorhythm Holdings, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to ______. Commission File Number 000-24968 THE SINGING MACHINE COMPANY, INC. (Exact Name of Registrant as Specified in its Charter) delaware 95-3795478 (State of Incorporation ) (IRS Employer I.D. No.) 6301 NW 5 th Way, Suite 2900 , Fort Lauderdale FL 33309 (Address of principal executive offices) (954) 596-1000 (Registrant’s telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One) Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller Reporting Company ☒ Emerging growth company ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ APPLICABLE ONLY TO ISSUES INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicated by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities and Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: CLASS NUMBER OF SHARES OUTSTANDING Common Stock, $0.01 par value 36,576,264 as of November 19, 2021 THE SINGING MACHINE COMPANY, INC. AND SUBSIDIARIES INDEX Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets – September 30, 2021 (Unaudited) and March 31, 2021 3 Condensed Consolidated Statements of Income – Three and six months ended September 30, 2021 and 2020 (Unaudited) 4 Condensed Consolidated Statements of Cash Flows - Six months ended September 30, 2021 and 2020 (Unaudited) 5 Condensed Consolidated Statements of Shareholders’ Equity – Three and six months ended September 30, 2021 and 2020 (Unaudited) 6 Notes to Condensed Consolidated Financial Statements - September 30, 2021 and 2020 (Unaudited) 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21 Item 3. Quantitative and Qualitative Disclosures About Market Risk 27 Item 4 . Controls and Procedures 27 PART II. OTHER INFORMATION Item 1. Legal Proceedings 28 Item 1A. Risk Factors 28 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28 Item 3. Defaults Upon Senior Securities 28 Item 4. Mine Safety Disclosures 28 Item 5. Other Information 28 Item 6. Exhibits 28 SIGNATURES 29 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The Singing Machine Company, Inc. and Subsidiaries CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2021 March 31, 2021 (unaudited) Assets Current Assets Cash $ 3,337,517 $ 396,579 Accounts receivable, net of allowances of $ 256,901 and $ 138,580 , respectively 11,590,574 2,210,881 Due from Crestmark Bank - 4,557,120 Accounts receivable related party - Stingray Group, Inc. 70,880 88,041 Inventories, net 19,158,186 5,490,255 Prepaid expenses and other current assets 197,916 221,071 Deferred financing costs 26,563 15,359 Total Current Assets 34,381,636 12,979,306 Property and equipment, net 635,929 674,153 Deferred tax assets 741,386 887,164 Operating Leases - right of use assets 1,692,279 2,074,115 Other non-current assets 96,911 147,173 Total Assets $ 37,548,141 $ 16,761,911 Liabilities and Shareholders’ Equity Current Liabilities Accounts payable $ 18,622,566 $ 2,461,103 Accrued expenses 2,036,370 1,659,499 Due to related party - Starlight Consumer Electronics Co., Ltd. 14,400 14,400 Due to related party - Starlight R&D, Ltd. 48,650 48,650 Revolving lines of credit 2,041,921 64,915 Customer deposits 85,815 139,064 Refunds due to customers 98,722 145,408 Reserve for sales returns 1,863,731 960,000 Current portion of finance leases 7,241 2,546 Current portion of installment notes 71,253 68,332 Current portion of note payable - Paycheck Protection Program - 172,685 Current portion of operating lease liabilities 843,671 794,938 Current portion of subordinated related party debt - Starlight Marketing Development, Ltd. 352,659 502,659 Total Current Liabilities 26,086,999 7,034,199 Finance leases, net of current portion 14,516 - Installment notes, net of current portion 176,577 212,949 Note payable - Payroll Protection Program, net of current portion - 271,215 Operating lease liabilities, net of current portion 909,096 1,334,010 Total Liabilities 27,187,188 8,852,373 Commitments and Contingencies - - Shareholders’ Equity Preferred stock, $ 1.00 par value; 1,000,000 shares authorized; no shares issued and outstanding - - Common stock, Class A, $ 0.01 par value; 100,000 shares authorized; no shares issued and outstanding - - Common stock, Class B, $ 0.01 par value; 100,000,000 shares authorized; 36,576,264 and 39,040,748 shares issued and outstanding, respectively 365,762 390,407 Common stock 365,762 390,407 Additional paid-in capital 24,530,384 19,773,322 Accumulated deficit ( 14,535,193 ) ( 12,254,191 ) Total Shareholders’ Equity 10,360,953 7,909,538 Total Liabilities and Shareholders’ Equity $ 37,548,141 $ 16,761,911 See notes to the condensed consolidated financial statements 3 The Singing Machine Company, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) For the Three Months Ended For the Six Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Net Sales $ 17,368,973 $ 22,285,239 $ 23,434,623 $ 25,337,222 Cost of Goods Sold 14,041,669 16,462,235 18,529,449 18,551,766 Gross Profit 3,327,304 5,823,004 4,905,174 6,785,456 Operating Expenses Selling expenses 733,485 1,474,811 1,311,467 1,773,804 General and administrative expenses 1,776,997 1,841,873 3,198,349 3,205,163 Depreciation 66,809 67,781 135,080 138,888 Total Operating Expenses 2,577,291 3,384,465 4,644,896 5,117,855 Income From Operations 750,013 2,438,539 260,278 1,667,601 Other Income (Expenses) Gain from Paycheck Protection Plan loan forgiveness - - 448,242 - Gain - related party - - 11,236 - Gain from damaged goods insurance claim - 936,537 - 1,067,829 Gain from extinguishment of accounts payable 236,472 - 236,472 390,000 Interest expense ( 110,864 ) ( 127,731 ) ( 210,393 ) ( 157,321 ) Finance costs ( 9,375 ) ( 18,431 ) ( 26,297 ) ( 24,836 ) Total Other (Expenses) Income, net 116,233 790,375 459,260 1,275,672 Income Before Income Tax Provision 866,246 3,228,914 719,538 2,943,273 Income Tax Provision ( 173,873 ) ( 821,040 ) ( 145,778 ) ( 742,203 ) Net Income $ 692,373 $ 2,407,874 $ 573,760 $ 2,201,070 Net Income per Common Share Basic $ 0.01 $ 0.06 $ 0.01 $ 0.06 Diluted $ 0.01 $ 0.06 $ 0.01 $ 0.06 Weighted Average Common and Common Equivalent Shares: Basic 47,817,868 38,557,643 43,458,098 38,557,643 Diluted 48,154,029 39,107,908 43,829,003 38,982,775 See notes to the condensed consolidated financial statements 4 The Singing Machine Company, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Six Months Ended September 30, 2021 September 30, 2020 Cash flows from operating activities Net Income $ 573,760 $ 2,201,070 Adjustments to reconcile net income to net cash used in operating activities: Depreciation 135,080 138,888 Amortization of deferred financing costs 26,297 24,836 Change in inventory reserve 53,890 471,131 Change in allowance for bad debts 118,321 263,338 Loss from disposal of property and equipment 4,394 - Stock based compensation 34,727 - Change in net deferred tax assets 145,778 608,454 Gain from Paycheck Protection Plan loan forgiveness ( 448,242 ) - Gain - related party ( 11,236 ) - Gain from extinguishment of accounts payable ( 236,472 ) ( 390,000 ) Changes in operating assets and liabilities: Accounts receivable ( 9,409,973 ) ( 16,575,815 ) Due from Crestmark Bank 4,557,120 2,388,438 Accounts receivable - related parties ( 70,880 ) 100,000 Insurance receivable - 1,268,463 Inventories ( 13,721,821 ) ( 1,071,606 ) Prepaid expenses and other current assets 23,155 136,856 Other non-current assets 50,262 52,712 Accounts payable 16,409,171 10,277,533 Accrued expenses 381,213 ( 100,804 ) Due to related parties - ( 258,057 ) Customer deposits ( 53,249 ) - Refunds due to customers ( 46,686 ) ( 685,910 ) Reserve for sales returns 903,731 499,055 Operating lease liabilities, net of operating leases - right of use assets 5,655 ( 22,562 ) Net cash used in operating activities ( 576,005 ) ( 673,980 ) Cash flows from investing activities Purchase of property and equipment ( 77,599 ) ( 84,975 ) Net cash used in investing activities ( 77,599 ) ( 84,975 ) Cash flows from financing activities Proceeds from issuance of stock - net of transaction expenses 9,000,580 - Payment of redemption and retirement of treasury stock ( 7,162,452 ) - Net proceeds from revolving lines of credit 1,977,006 1,156,323 Proceeds from note payable - Paycheck Protection Program - 443,900 Payment of deferred financing charges ( 37,501 ) ( 73,725 ) Payments on installment notes ( 33,451 ) ( 34,089 ) Proceeds from exercise of stock options 4,800 - Payment on subordinated debt - related party ( 150,000 ) - Payments on finance leases ( 4,440 ) ( 7,412 ) Net cash provided by financing activities 3,594,542 1,484,997 Net change in cash 2,940,938 726,042 Cash at beginning of year 396,579 345,200 Cash at end of period $ 3,337,517 $ 1,071,242 Supplemental disclosures of cash flow information: Cash paid for interest $ 249,734 $ 142,674 Equipment purchased under capital lease $ 23,651 $ - Issuance of common stock and warrants for stock issuance expenses $ 547,838 $ - Operating leases - right of use assets and lease liabilities at inception of lease $ 16,364 $ 2,184,105 See notes to the condensed consolidated financial statements 5 The Singing Machine Company, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY For the three months ended September 30, 2021 and 2020 (Unaudited) Preferred Stock Common Stock Additional Paid in Accumulated Shares Amount Shares Amount Capital Deficit Total Balance at June 30, 2021 - $ - 39,060,748 $ 390,607 $ 19,783,026 $ ( 12,372,804 ) $ 7,800,829 Net income - - 692,373 692,373 Issuance of stock 16,500,001 165,000 4,785,000 - 4,950,000 Issuance of pre-funded warrants - - - - 4,881,667 - 4,881,667 Payment of stock issuance expenses - - ( 831,087 ) - ( 831,087 ) Issuance of stock for stock issuance expenses - - 571,428 5,714 ( 5,714 ) - - Redemption and retirement of treasury shares ( 19,623,155 ) ( 196,231 ) ( 4,111,459 ) ( 2,854,762 ) ( 7,162,452 ) Issuance of common stock - directors - - 17,242 172 4,828 - 5,000 Issuance of common stock - non-employee 50,000 500 16,500 - 17,000 Employee compensation-stock option - - - - 7,623 - 7,623 Exercise of stock options Exercise of stock options , shares Balance at September 30, 2021 - $ - 36,576,264 $ 365,762 $ 24,530,384 $ ( 14,535,193 ) $ 10,360,953 Balance at June 30, 2020 - $ - 38,557,643 $ 385,576 $ 19,729,043 $ ( 14,633,360 ) $ 5,481,259 Net income - - - - 2,407,874 2,407,874 Balance at September 30, 2020 - $ - 38,557,643 $ 385,576 $ 19,729,043 $ ( 12,225,486 ) $ 7,889,133 The Singing Machine Company, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY For the six months ended September 30, 2021 and 2020 (Unaudited) Preferred Stock Common Stock Additional Paid in Accumulated Shares Amount Shares Amount Capital Deficit Total Balance at March 31, 2021 - $ - 39,040,748 $ 390,407 $ 19,773,322 $ ( 12,254,191 ) $ 7,909,538 Net income - - - - - 573,760 573,760 Issuance of stock 16,500,001 165,000 4,785,000 - 4,950,000 Issuance of pre-funded warrants - - - - 4,881,667 - 4,881,667 Payment of stock issuance expenses - - ( 831,087 ) - ( 831,087 ) Issuance of stock for stock issuance expenses - - 571,428 5,714 ( 5,714 ) - - Redemption and retirement of treasury shares ( 19,623,155 ) ( 196,231 ) ( 4,111,459 ) ( 2,854,762 ) ( 7,162,452 ) Issuance of common stock - directors - - 17,242 172 4,828 - 5,000 Issuance of common stock - non-employee 50,000 500 16,500 - 17,000 Employee compensation-stock option - - - - 12,727 - 12,727 Exercise of stock options 20,000 200 4,600 - 4,800 Balance at September 30, 2021 - $ - 36,576,264 $ 365,762 $ 24,530,384 $ ( 14,535,193 ) $ 10,360,953 Balance at March 31, 2020 - $ - 38,557,643 $ 385,576 $ 19,729,043 $ ( 14,426,556 ) $ 5,688,063 Net income - - - - - 2,201,070 2,201,070 Balance at September 30, 2020 - $ - 38,557,643 $ 385,576 $ 19,729,043 $ ( 12,225,486 ) $ 7,889,133 See notes to the condensed consolidated financial statements 6 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited) NOTE 1 – BASIS OF PRESENTATION OVERVIEW The Singing Machine Company, Inc., a Delaware corporation (the “Company”, “SMC”, “The Singing Machine”) and its three wholly-owned subsidiaries SMC (Comercial Offshore De Macau) Limitada (“Macau Subsidiary”), SMC Logistics, Inc. (“SMC-L”) and SMC-Music, Inc.(“SMC-M”) are primarily engaged in the development, marketing, and sale of consumer karaoke audio systems, accessories, musical instruments and musical recordings. The products are sold by SMC to retailers and distributors for resale to consumers. NOTE 2 – LIQUIDITY AND RECENT EQUITY EVENTS The Company for the six months ended September 30, 2021 reported net income of approximately $ 574,000 and used cash in operating activities of approximately $ 576,000 as compared to net income of approximately $ 2,201,000 and used cash in operating activities of approximately $ 674,000 for the six months ended September 30, 2020. In May, 2020 the Company received loan proceeds from Crestmark Bank in the amount of approximately $ 444,000 under the Paycheck Protection Program (“PPP”) established by the government to assist companies with financial relief due to COVID-19. The Company used the loan proceeds for loan forgiveness eligible purposes, including payroll, benefits, rent and utilities, and maintained its existing payroll levels during the forgiveness eligible period. In June 2021 the Company received notification from the SBA that the loan had been forgiven in its entirety. For the six months ended September 30, 2021, a gain of approximately $ 448,000 (including principal and interest) from the forgiveness of the loan was included in other income and expenses in the accompanying condensed consolidated statements of income. In August 2021, the Company entered into a stock redemption agreement (the “Redemption Agreement”) with its majority shareholders, Koncepts International Limited (“Koncepts”) and Treasure Green Holdings, Ltd. (“Treasure Green”), pursuant to which the Company redeemed 19,623,155 shares of common stock of the Company (the “Redeemed Shares”). The closing of the transactions set forth in the Redemption Agreement took place on August 10, 2021, at which time the Redeemed Shares were assigned and transferred back to the Company and retired. In August 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with large institutional investors and a strategic investor for private placement of (i) 16,500,001 shares of its common stock (the “Shares”) together with common warrants to purchase up to 16,500,000 shares of common stock with an exercise price of $ 0.35 per share, and (ii) 16,833,333 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share of common stock at an exercise price of $ 0.01 per share, together with Common Warrants to purchase up to 16,833,333 shares of common stock at an exercise price of $ 0.35 per share (the “Private Placement”). Shares issuable upon the exercise of the Pre-Funded Warrants and Common Warrants are hereinafter referred to as the “Warrant Shares”. The closing of the Private Placement took place on August 10, 2021, when the Shares, Common Warrants, and Pre-Funded Warrants were delivered to the purchasers and funds, in the amount of approximately $ 9,832,000 , were received by the Company. Approximately $ 7,162,000 of the funds received were used to execute the Redemption Agreement and the Company paid approximately $ 7,162,000 to Koncepts and Treasure Green. The Redeemed Shares were retired and are available for reissuance in the future. We believe that current working capital, including the net cash obtained from the Purchase and Redemption Agreements along with the availability of cash from our Intercreditor Revolving Credit Facility (See Note 6 – Bank Financing), and cash expected to be generated from our operating forecast will be adequate to meet the Company’s liquidity requirements for at least the next twelve months. We believe the Intercreditor Revolving Credit Facility will be adequate to maintain and grow our business during the remaining term of the agreement. As both the Crestmark Bank (“Crestmark Facility”) and the Iron Horse Credit (“IHC”) Facility (“IHC Facility”) are set to expire on June 15, 2022, the Company expects to negotiate a revision or extension of these debt facilities upon their maturity, however, there can be no assurance that such revision or extension will occur or at what terms. NOTE 3 - SUMMARY OF ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION The condensed consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated in the condensed consolidated financial statements. The accompanying unaudited financial statements for the three months and six months ended September 30, 2021 and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to interim financial information and the requirements of Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by US GAAP for complete consolidated financial statements. In the opinion of management, such condensed consolidated financial statements include all adjustments (consisting of normal recurring accruals) necessary for the fair presentation of the condensed consolidated financial position and the condensed consolidated results of operations. The condensed consolidated results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. 7 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited) The condensed consolidated balance sheet information as of March 31, 2021 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021. The interim condensed consolidated financial statements should be read in conjunction with that report. USE OF ESTIMATES The Singing Machine makes estimates and assumptions in the ordinary course of business relating to sales returns and allowances, warranty reserves, inventory reserves and reserves for promotional incentives that affect the reported amounts of assets and liabilities and of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Future events and their effects cannot be determined with absolute certainty; therefore, the determination of estimates requires the exercise of judgment. Historically, past changes to these estimates have not had a material impact on the Company’s financial condition. However, circumstances could change which may alter future expectations. COLLECTABILITY OF ACCOUNTS RECEIVABLE The Singing Machine’s allowance for doubtful accounts is based on management’s estimates of the creditworthiness of its customers, current economic conditions and historical information, and, in the opinion of management, is believed to be in an amount sufficient to respond to normal business conditions. Management sets 100% reserves for customers in bankruptcy and other reserves based upon historical collection experience. Should business conditions deteriorate or any major customer default on its obligations to the Company, this allowance may need to be significantly increased, which would have a negative impact on operations. The Company is subject to chargebacks from customers for co-op program incentives, defective returns, return freight and handling charges that are deducted from open invoices and reduce collectability of open invoices. FOREIGN CURRENCY TRANSLATION The functional currency of the Macau Subsidiary is the Hong Kong dollar. The financial statements of the subsidiary are translated to U.S. dollars using period-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are recorded in the condensed consolidated statements of income and translations are recorded in a separate component of shareholders’ equity. Any such amounts were not material during the periods presented. CONCENTRATION OF CREDIT RISK At times, the Company maintains cash in United States bank accounts that are more than the Federal Deposit Insurance Corporation insured amounts. The Company also maintains cash balances in foreign financial institutions. The amounts at foreign financial institutions at September 30, 2021 and March 31, 2021 are approximately $ 748,000 and $ 225,000 , respectively. Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of accounts receivable. INVENTORY Inventories are comprised primarily of electronic karaoke equipment, microphones and accessories, and are stated at the lower of cost or net realizable value, as determined using the first in, first out method. Inventories also include an estimate for the net realizable value of expected future inventory returns due to warranty and allowance programs. As of September 30, 2021 and March 31, 2021 the estimated amounts for these future inventory returns were approximately $ 1,276,000 and $ 528,000 , respectively. The Company reduces inventory on hand to its net realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory item falls below its original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items declines below cost. Management regularly reviews the Company’s investment in inventories for such declines in value. As of September 30, 2021 and March 31, 2021 the Company had inventory reserves of approximately $ 690,000 and $ 636,000 , respectively for estimated excess and obsolete inventory. DEFERRED FINANCING COSTS The Company classifies deferred financing costs incurred when obtaining or renewing revolving credit facilities as assets in the accompanying condensed consolidated balance sheets as it is likely that during certain periods during non-peak season there will be no balance due on these credit facilities to offset the deferred financing costs. In June 2021, the Company incurred approximately $ 38,000 in deferred financing costs associated with the one-year renewal of the IHC Facility which are being amortized over twelve months and were classified as current assets on the accompanying condensed consolidated balance sheets. LONG-LIVED ASSETS The Company reviews long-lived assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the undiscounted future cash flows attributable to the related assets are less than the carrying amount, the carrying amounts are reduced to fair value and an impairment loss is recognized in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” No impairment was recorded as of September 30, 2021 and 2020. 8 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited) LEASES The Company follows FASB ASC 842, “Leases”. The ASC requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. The standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than twelve months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. (See Note 7– LEASES). The Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date. The liability is equal to the present value of the remaining minimum lease payments. The asset is based on the liability, subject to certain adjustments. Operating leases result in straight-line expense (similar to operating leases under the prior accounting standard) while finance leases result in a front-loaded expense pattern (similar to capital leases under the prior accounting standard). As the interest rate implicit in the Company’s operating leases is not readily determinable, the Company utilizes its incremental borrowing rate to discount the lease payments. The Company utilizes the implicit rate for its finance leases. PROPERTY AND EQUIPMENT Property and equipment are stated at cost, less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to their estimated useful lives using accelerated and straight-line methods. FAIR VALUE OF FINANCIAL INSTRUMENTS We follow FASB ASC 825, “Financial Instruments”, which requires disclosures of information about the fair value of certain financial instruments for which it is practicable to estimate that value. For purposes of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts of the Company’s short-term financial instruments, including accounts receivable, due from related parties, accounts payable, accrued expenses, customer deposits, refunds due to customers, and due to related parties approximates fair value due to the relatively short period to maturity for these instruments. The carrying amounts on the notes payable, finance leases and installment notes approximate fair value either due to the relatively short period to maturity or the related interest is accrued at a rate similar to market rates. The carrying amounts on the revolving line of credit approximates fair value due the relatively short period to maturity and related interest accrued at market rates. REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS The Company recognizes revenue in accordance with FASB ASC 606, “Revenue from Contracts with Customers”. All revenue is generated from contracts with customers. The Company recognizes revenue when the goods are delivered and control of the goods sold is transferred to the customer, in an amount, referred to as the transaction price, that reflects the consideration to which the Company is expected to be entitled in exchange for those goods. The Company determines revenue recognition utilizing the following five steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract (promised goods or services that are distinct), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations, and (5) recognition of revenue when, or as, the Company transfers control of the product or service for each performance obligation. The Company’s contracts with customers consist of one performance obligation (the sale of the Company’s products). The Company’s contracts have no financing elements, payment terms are less than 120 days and have no further contract asset or liability obligations once control of goods is transferred to the customer. Revenue is recorded in the amount of consideration the Company expects to receive for the sale of these goods. The Company selectively participates in a retailer’s co-op promotion incentives to maximize sales of the Company’s products on the retail floor or to assist in developing consumer awareness of new product launches, by providing marketing fund allowances to our customers. As these co-op promotion initiatives are not a distinct good or service and the Company cannot reasonably estimate the fair value of the benefit it receives from these arrangements, the cost of these allowances at the time they are offered to the customers are recorded as a reduction to net sales. For the three months ended September 30, 2021 and 2020 co-op promotion incentives were approximately $ 738,000 and $ 902,000 , respectively. For the six months ended September 30, 2021 and 2020 co-op promotion incentives were approximately $ 1,010,000 and $ 1,174,000 , respectively. Costs incurred in fulfilling contracts with customers include administrative costs associated with the procurement of goods are included in general and administrative expenses, in-bound freight costs are included in the cost of goods sold and accrued sales representative commissions are included in selling expenses in the accompanying condensed consolidated statements of income as our underlying customer agreements are less than one year. The Company disaggregates revenues by product line and major geographic region as most of its revenue is generated by the sales of karaoke hardware and the Company has no other material business segments (See Note 11 – Geographical Information). 9 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited) While the Company generally does not allow products to be returned, the Company does provide for variable consideration contingent upon the occurrence of uncertain future events. Variable consideration is estimated at the expected value or at the most likely amount depending on the type of consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company estimates variable consideration under our return allowance programs for goods returned to the customer for various reasons, whereby a sales return reserve is recorded based on historic return amounts, specific events as identified and management estimates. The Company’s reserve for sales returns were approximately $ 1,864,000 and $ 960,000 as of September 30, 2021 and March 31, 2021, respectively. Revenue is derived from five different major product lines. Disaggregated revenue from these product lines for the three and six months ended September 30, 2021 and 2020 consisted of the following: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended Six Months Ended Product Line September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Classic Karaoke Machines $ 15,042,000 $ 18,135,000 $ 19,521,000 $ 20,519,000 Licensed Product 94,000 2,822,000 827,000 2,828,000 SMC Kids Toys 1,022,000 191,000 1,753,000 319,000 Microphones and Accessories 1,101,000 1,117,000 1,110,000 1,569,000 Music Subscriptions 110,000 20,000 224,000 102,000 Total Net Sales $ 17,369,000 $ 22,285,000 $ 23,435,000 $ 25,337,000 SHIPPING AND HANDLING COSTS Shipping and handling activities are performed before the customer obtains control of the goods sold to them and are considered activities to fulfill the Company’s promise to transfer the goods. For the three months ended September 30, 2021 and 2020 shipping and handling expenses were approximately $ 134,000 and $ 305,000 , respectively. For the six months ended September 30, 2021 and 2020 shipping and handling expenses were approximately $ 285,000 and $ 388,000 , respectively. These expenses are classified as a component of selling expenses in the accompanying condensed consolidated statements of income. STOCK BASED COMPENSATION The Company follows the provisions of the FASB ASC 718-20, “Compensation – Stock Compensation Awards Classified as Equity”. ASC 718-20 requires all share-based payments to employees including grants of employee stock options, be measured at fair value and expensed in the condensed consolidated statements of income over the service period (generally the vesting period). The Company uses the Black-Scholes option valuation model to value stock options. Employee stock option compensation expense for the three and six months ended September 30, 2021 and 2020 includes the estimated fair value of options granted, amortized on a straight-line basis over the requisite service period for the entire portion of the award. For the three months ended September 30, 2021 and 2020, the stock option expense was approximately $ 8,000 and $ 0 , respectively. For the six months ended September 30, 2021 and 2020, the stock option expense was approximately $ 13,000 and $ 0 , respectively. RESEARCH AND DEVELOPMENT COSTS Research and development costs are charged to results of operations as incurred. These expenses are shown as a component of general and administrative expenses in the condensed consolidated statements of income. For the three months ended September 30, 2021 and 2020, these amounts totaled approximately $ 19,000 and $ 2,000 , respectively. For the six months ended September 30, 2021 and 2020, these amounts totaled $ 50,000 and $ 15,000 respectively. INCOME TAXES The Company follows the provisions of FASB ASC 740 “Accounting for Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If it is more likely than not that some portion of a deferred tax asset will not be realized, a valuation allowance is recognized. The Company analyzes its deferred tax assets and liabilities at the end of each interim period and, based on management’s best estimate of its full year effective tax rate, recognizes cumulative adjustments to its deferred tax assets and liabilities. For the six months ended September 30, 2021 and 2020 we estimated our effective tax rate to be approximately 20 % and 25 % , respectively. As of September 30, 2021 and March 31, 2021 the Singing Machine had net deferred tax assets of approximately $ 741,000 and $ 887,000 , respectively. The Company recorded an income tax provision of approximately $ 174,000 and $ 821,000 for the three months ended September 30, 2021 and 2020, respectively. The Company recorded an income tax provision of approximately $ 146,000 and $ 742,000 for the six months ended September 30, 2021 and 2020, respectively. 10 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited) The Company recognizes a liability for uncertain tax positions. An uncertain tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax return that is not based on clear and unambiguous tax law and which is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. As of September 30, 2021, there were no uncertain tax positions that resulted in any adjustment to the Company’s provision for income taxes. The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes. The Company currently has no liabilities recorded for accrued interest or penalties related to uncertain tax provisions. COMPUTATION OF EARNINGS PER SHARE Computation of dilutive shares for the three and six months ended September 30, 2021 and 2020 are as follows: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNING PER SHARE For the three months ended September 30, 2021 For the three months ended September 30, 2020 For the six months ended September 30, 2021 For the six months ended September 30, 2020 Basic weighted average common shares outstanding 47,817,868 38,557,643 43,458,098 38,557,643 Effect of dilutive stock options 336,161 550,265 370,905 425,132 Diluted weighted average common shares outstanding 48,154,029 39,107,908 43,829,003 38,982,775 Basic net income per share is based on the weighted average number of shares of common stock outstanding during the period. Pre-funded warrants to purchase 16,833,333 shares of common stock are included in basic weighted average shares outstanding as deemed outstanding. Diluted net income per share reflects the potential dilution assuming shares of common stock were issued upon the exercise of outstanding in-the-money options and the proceeds thereof were used to purchase shares of the Company’s common stock at the average market price during the period using the treasury stock method. For the three and six months ended September 30, 2021, options to purchase approximately 336,000 and 371,000 shares of common stock, respectively, have been included in the calculation of diluted net income per share as compared to approximately 550,000 and 425,000 shares that were included in the calculation of diluted net income per share for the three and six months ended September 30, 2020. For the three and six months ended September 30, 2021, options and warrants to purchase approximately 35,456,667 shares of common stock, have been excluded in the calculation of diluted net income per share as compared to approximately 780,000 shares that were excluded in the calculation of diluted net income per share for the three and six months ended September 30, 2020 as the result would have been anti-dilutive. RECENT ACCOUNTING PRONOUNCEMENTS In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses” (Topic 326) . This ASU represents a significant change in the current accounting model by requiring immediate recognition of management’s estimates of current expected credit losses. Under the prior model, losses were recognized only as they were incurred, which delayed recognition of expected losses that might not yet have met the threshold of being probable. The amendments in ASU 2016-03 for smaller reporting companies are effective for fiscal years beginning after April 1, 2023 including interim periods within that fiscal year. Early adoption is permitted. We are currently evaluating the potential effects of this updated guidance on our condensed consolidated financial statements and related disclosures. ADOPTION OF NEW ACCOUNTING STANDARDS In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40),” to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. Amongst other provisions, the amendments in this ASU significantly changed the guidance on the derivative scope exception for contracts in an entity’s own equity such that fewer freestanding instruments, like warrants, will require liability treatment. ASU 2020-06 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. However, early adoption is permitted as early as fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted the new standard on April 1, 2021. The adoption of ASU 2020-06 did not have a material effect on the Company’s condensed consolidated financial statements. 11 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited) NOTE 4 - INVENTORIES, NET Inventories are comprised of the following components: SCHEDULE OF INVENTORY September 30, March 31, 2021 2021 Finished Goods $ 9,272,000 $ 5,348,000 Inventory in Transit 9,300,000 250,000 Estimated Amount of Future Returns 1,276,000 528,000 Subtotal 19,848,000 6,126,000 Less:Inventory Reserve 690,000 636,000 Inventories, net $ 19,158,000 $ 5,490,000 NOTE 5 – PROPERTY AND EQUIPMENT A summary of property and equipment is as follows: SUMMARY OF PROPERTY AND EQUIPMENT USEFUL September 30, March 31, LIFE 2021 2021 Computer and office equipment 5 - 7 years $ 440,000 $ 445,000 Furniture and fixtures 7 years 98,000 98,000 Warehouse equipment 7 years 210,000 199,000 Molds and tooling 3 - 5 years 1,946,000 1,878,000 2,694,000 2,620,000 Less: Accumulated depreciation 2,058,000 1,946,000 $ 636,000 $ 674,000 Depreciation expense for the three months ended September 30, 2021 and 2020 was approximately $ 67,000 and $ 68,000 , respectively. Depreciation expense for the six months ended September 30, 2021 and 2020 was approximately $ 135,000 and $ 139,000 , respectively. NOTE 6 – BANK FINANCING Intercreditor Revolving Credit Facility Crestmark Bank and Iron Horse Credit On June 16, 2020, the Company executed an Intercreditor Revolving Credit Facility on eligible accounts receivable and inventory which replaced the Company’s previous revolving credit facility with PNC Bank which was terminated on June 16, 2020. The Company signed a two-year Loan and Security Agreement for a $ 10.0 million financing facility under the Crestmark Facility on eligible accounts receivable. The outstanding loan balance cannot exceed $ 10.0 million during peak selling season between July 1 and December 31and is reduced to a maximum of $ 5.0 million between January 1 and July 31. Costs associated with closing of the Intercreditor Revolving Credit Facility of approximately $ 74,000 were deferred and were amortized over one year. During the three months ended September 30, 2021 and 2020 the Company incurred amortization expense of approximately $ 9,000 and $ 18,000 , respectively associated with the amortization of deferred financing costs from the Intercreditor Revolving Credit Facility. During the six months ended September 30, 2021 and 2020 the Company incurred amortization expense of approximately $ 26,000 and $ 18,000 , respectively associated with the amortization of deferred financing costs from the Intercreditor Revolving Credit Facility. Under the Crestmark Facility: ● Advance rate shall not exceed 70% of Eligible Accounts Receivable aged less than 90 days from invoice date. ● Crestmark shall maintain a base dilution reserve of 1% for each 1% of dilution over 15%. ● Crestmark will implement an availability block of 20% of amounts due on Iron Horse Credit Intercreditor Revolving Credit Facility. ● Mandatory pay-down of the loan to zero in January and February each year. The Crestmark Facility is secured by a perfected security interest in all assets including a first security interest in Accounts Receivable and Inventory. Notwithstanding the foregoing, Crestmark shall subordinate its first security interest in inventory to IHC as agreed between all parties. The Crestmark Facility bears interest at the Wall Street Journal Prime Rate plus 5.50 % with a floor of 8.75 % . Interest and Maintenance Fees shall be calculated on the higher of the actual average monthly loan balance from the prior month or a minimum average loan balance of $ 2,000,000 . For the three months ended September 30, 2021 and 2020 the Company recorded interest expense of approximately $ 51,000 . For the six months ended September 30, 2021 and 2020 the Company recorded interest expense of approximately $ 96,000 and $ 51,000 , respectively. The Crestmark Facility expires on June 15, 2022 . As of September 30, 2021, the Company had an outstanding balance of approximately $ 1,052,000 on the Crestmark Facility. 12 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited) In addition, the Company executed a two-year Loan and Security Agreement with Iron Horse Credit for up to $ 2,500,000 in inventory financing. Under the IHC Facility: ● Advance rate shall not exceed the lower of (a) 70% of the inventory cost or (b) 85% of Net Orderly Liquidation Value (NOLV) as determined by an independent third-party appraiser engaged by IHC. ● The Company must maintain a fixed charge coverage ratio test of 1:1 times measured on a rolling 12-month basis, defined as earnings before interest, taxes, depreciation and amortization (“EBITDA”) less non-financed capital expenditures, cash dividends and distributions paid and cash taxes paid divided by the sum of interest and principal on all indebtedness. This financial covenant was waived for the first six months of the IHC Facility. As of September 30, 2021, the Company was in compliance with this covenant. The IHC Facility is secured by a perfected security interest in the Company’s inventory. The IHC Facility bears interest at 1.292 % per month or 15.51 % annually. Interest shall be calculated on the higher of the actual average monthly loan balance from the prior month or a minimum average loan balance of $ 1,000,000 . Costs associated with the renewal of the IHC Facility of approximately $ 38,000 were deferred and are being amortized over one year. Interest expense for the three months ended September 30, 2021 and 2020 were approximately $ 48,000 and $ 54,000 , respectively. Interest expense for the six months ended September 30, 2021 and 2020 were approximately $ 86,000 and $ 54,000 , respectively. The IHC Facility expires on June 15, 2022 . As of September 30, 2021 and March 31, 2021, there was an outstanding balance of approximately $ 990,000 and $ 65,000 , respectively. As of September 30, 2021 there was approximately $ 1,448,000 of available borrowings under these facilities. As both the Crestmark Facility and the IHC Facility are set to expire on June 15, 2022, the Company expects to negotiate a revision or extension of these debt facilities upon their maturity however, there can be no assurance that such revision or extension will occur or at what terms. Note Payable Payroll Protection Plan On May 5, 2020, the Company received loan proceeds from Crestmark in the amount of approximately $ 444,000 under the Paycheck Protection Program . The PPP was established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), which provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest may be forgivable to the extent the Company uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness may be reduced if the borrower terminates employees or reduces salaries during the eligible period. The unforgiven portion of the PPP loan was payable over two years at an interest rate of 1%, with a deferral of payments until a forgiveness application was accepted and reviewed by the Small Business Administration (“SBA”), and the SBA provided Crestmark with the loan forgiveness amount. In June 2021 the Company received notification from the SBA that the loan had been forgiven in its entirety and we were notified by Crestmark that the debt was discharged. For the six months ended September 30, 2021, a gain of approximately $ 448,000 (including principal and interest) from the forgiveness of the loan was included in other income and expenses in the accompanying condensed consolidated statements of income. Installment Notes Payable On June 18, 2019, the Company entered into a financing arrangement with Dimension Funding, LLC (“Dimension”) to finance an entire ERP System project over a term of 60 months at a cost of approximately $ 365,000 . As of September 30, 2020, the Company executed three installment notes totaling approximately $ 365,000 for payments issued to the project vendor. The installment notes have 60-month terms with interest rates of 7.58 % , 8.55 % and 9.25 % , respectively. The installment notes are payable in monthly installments of $ 7,459 which include principal and interest. As of September 30, 2021, and March 31, 2021 there was an outstanding balance on the installment notes of approximately $ 248,000 and $ 281,000 , respectively. For the three months ended September 30, 2021 and 2020 the Company incurred interest expense of approximately $ 5,000 and $ 7,000 , respectively. For the six months ended September 30, 2021 and 2020 the Company incurred interest expense of approximately $ 11,000 and $ 14,000 , respectively. Subordinated Debt/Note Payable to Related Party In conjunction with the Crestmark Facility and IHC Facility there is a subordination agreement on related party debt due to Starlight Marketing Development, Ltd. of approximately $ 803,000 . On June 1, 2020 the remaining amount due on the subordinated debt of approximately $ 803,000 was converted to a note payable (“subordinated note payable”) which bears interest at 6%. As part of the agreement to convert the subordinated debt to a note payable it was agreed that interest expense would be accrued at the same 6 % interest rate on the unpaid principal retroactively from the date that previously scheduled payments had been missed. During the three months ended September 30, 2021 and 2020 interest expense was approximately $ 5,000 and $ 12,000 , respectively on the subordinated note payable and the related party subordinated debt. During the six months ended September 30, 2021 and 2020 interest expense was approximately $ 14,000 and $ 24,000 , respectively on the subordinated note payable and the related party subordinated debt. In connection with the Intercreditor Revolving Credit Facility the Company was required to subordinate the subordinated note payable. Both the Crestmark Facility and IHC Facility agreements allow for the repayment of the subordinated note payable provided any amounts borrowed against these credit facilities are paid in full, the Company maintains a 1 : 1 debt coverage ratio and exhibits sufficient cash liquidity to support on-going operations. As of September 30, 2021 the Company met repayment requirements of the Intercreditor Revolving Credit Facility to make principal payments totaling $ 450,000 . During the next twelve months the Company intends on making additional payments and pay off the remaining balance outstanding provided the Company meets all repayment requirements of the Crestmark Facility and IHC Facility agreements. 13 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited) As of September 30, 2021 and March 31, 2021, the remaining amount due on the note payable was approximately $ 353,000 and $ 503,000 respectively. The remaining amount due on the subordinated note payable was classified as a current liability as of September 30, 2021 and March 31, 2021 on the condensed consolidated balance sheets. NOTE 7 - COMMITMENTS AND CONTINGENCIES COVID-19 In January 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (“COVID-19”) and the risks to the international community. The WHO declared COVID-19 a global pandemic on March 11, 2020 and since that time many of the previously imposed restrictions and other measures which were instituted in response have been subsequently reduced or lifted. However, the COVID-19 pandemic remains highly unpredictable and dynamic and its duration and extent continue to be dependent on various developments, such as the emergence of variants to the virus that may cause additional strains of COVID-19, the administration and ultimate effectiveness of vaccines, and the eventual timeline to achieve a sufficient level of herd immunity among the general population. Accordingly, the COVID-19 pandemic may continue to have negative effects on the health of the U.S. economy for the foreseeable future. We continue to experience various degrees of manufacturing cost pressures due to raw material and electronic component shortages as well as inflationary price increases. Although we regularly monitor the financial health and operations of companies in our supply chain, and use alternative suppliers when necessary and available, financial hardship or government restrictions on our suppliers or sub-suppliers caused by the COVID-19 pandemic could cause a disruption in our ability to obtain raw materials or components required to manufacture our products and adversely affect our operations. LEGAL MATTERS On September 11, 2020 a Complaint was filed against the Company’s SMCL subsidiary and various staffing agencies used by SMCL in a Superior Court of San Bernadino County. The complaint alleges an employee of SMCL committed employment practice violations against a former temporary employee not employed by SMC Logistics. Management has investigated the allegation and has engaged with an employment attorney to defend the lawsuit. Management does not believe the claims have merit and does not believe the lawsuit will have a material adverse effect on our financial results. Management is not aware of any other legal proceedings other than matters that arise in the ordinary course of business. LEASES Operating Leases We have operating lease agreements for offices and a warehouse facility in Florida, California and Macau expiring in various years through 2024. We entered into an operating lease agreement, effective October 1, 2017, for the corporate headquarters located in Fort Lauderdale, Florida where we lease approximately 6,500 square feet of office space. The lease expires on March 31, 2024 . The base rent payment is approximately $ 9,400 per month, subject to annual adjustments. We entered into an operating lease agreement, effective June 1, 2013, for 86,000 square feet of warehouse space in Ontario, California for our logistics operations. On June 15, 2020 we executed a three-year lease extension which will expire on August 31, 2023 . The renewal base rent payment is $ 65,300 with a 3% increase every 12 months for the remaining term of the extension. In May 2021 we executed a one-year lease for 424 square feet of office space in Macau which will expire on April 30, 2022 . The lease provides for a renewal option to extend the lease. Rent expense on the new lease is fixed at approximately $ 1,700 per month for the duration of the lease term. Lease expense for our operating leases is recognized on a straight-line basis over the lease terms. Finance Leases On July 1, 2021 we entered into a long-term capital leasing arrangement with Union Credit Corporation to finance the leasing of a used reach truck vehicle in the amount of approximately $ 24,000 . The leases require monthly payments in the amount of approximately $ 755 per month over a total lease term of 36 months which commenced on July 1, 2021. The agreement has an effective interest rate of 9.9 % and the Company has the option to purchase the equipment at the end of the lease term for one dollar. As of September 30, 2021 and March 31, 2021, the remaining amounts due on this capital leasing arrangement was approximately $ 22,000 and $ 0 , respectively. For the three and six months ended September 30, 2021 and 2020 the Company incurred interest expense of $ 376 and $ 0 , respectively. 14 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited) Supplemental balance sheet information related to leases as of September 30, 2021 is as follows: SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES Assets: Operating lease - right-of-use assets $ 1,692,279 Finance leases as a component of Property and equipment, net of accumulated depreciation of $ 694 21,757 Liabilities Current Current portion of operating leases $ 843,671 Current portion of finance leases 7,241 Noncurrent Operating lease liabilities, net of current portion $ 909,096 Finance leases, net of current portion 14,516 Supplemental statement of operations information related to leases for the three and six months ended September 30, 2021 is as follows: SCHEDULE OF LEASE TERM AND DISCOUNT RATE Three Months Ended Six Months Ended September 30 2021 September 30 2021 Operating lease expense as a component of general and administrative expenses $ 232,069 $ 464,331 Finance lease cost Depreciation of leased assets as a component of depreciation $ 694 $ 694 Interest on lease liabilities as a component of interest expense $ 376 $ 376 Supplemental cash flow information related to leases for the six months ended September 30, 2021 is as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow paid for operating leases $ 458,675 Financing cash flow paid for finance leases $ 4,440 Lease term and Discount Rate Weighted average remaining lease term (months) Operating leases 24 .0 Finance leases 33 .0 Weighted average discount rate Operating leases 6.25 % Finance leases 9.86 % Scheduled maturities of operating and finance lease liabilities outstanding as of September 30, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING AND FINANCE LEASES Year Operating Leases Finance Leases 2021, for the remaining 3 months $ 234,983 $ 2,266 2022 868,313 9,065 2023 743,765 9,065 2024 30,739 4,534 Total Minimum Future Payments 1,877,800 24,930 Less: Imputed Interest 125,033 3,173 Present Value of Lease Liabilities $ 1,752,767 $ 21,757 NOTE 8 - STOCK OPTIONS AND WARRANTS During the six months ended September 30, 2021 and 2020 the Company issued 40,000 and 0 stock options, respectively at an exercise price of $ .29 to directors as compensation for their service. The fair value of each option grant was estimated on the date of the grant using the Black-Scholes option-pricing model with the assumptions outlined below. The expected volatility is based upon historical volatility of our stock and other contributing factors. The expected term is based upon observation of actual time elapsed between date of grant and exercise of options for all employees. The following inputs were used to value each option grant: ● For six months ended September 30, 2021: expected dividend yield of 0 %, risk-free interest rate of 0.43 %, volatility of 149.5 % and an expected term of three years . 15 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited) A summary of stock option activity for the six months ended September 30, 2021 is summarized below: SUMMARY OF STOCK OPTION ACTIVITY September 30, 2021 Number of Options Weighted Average Exercise Price Stock Options: Balance at beginning of period 1,680,000 $ 0.32 Granted 40,000 $ 0.29 Exercised ( 20,000 ) $ 0.24 Balance at end of period 1,700,000 $ 0.32 Options exercisable at end of period 1,560,000 $ 0.33 The following table summarizes information about employee stock options outstanding at September 30, 2021: SCHEDULE OF EMPLOYEE STOCK OPTIONS OUTSTANDING Range of Exercise Price Number Outstanding at September 30, 2021 Weighted Average Remaining Contractural Life Weighted Average Exercise Price Number Exercisable at September 30, 2021 Weighted Average Exercise Price $ .12 - $ .38 1,150,000 3.1 $ 0.24 1,010,000 $ 0.23 $ .47 - $ .55 550,000 5.4 $ 0.50 550,000 $ 0.50 - * 1,700,000 1,560,000 * Total number of options outstanding as of September 30, 2021 includes 660,000 options issued to two current and four former directors as compensation, 1,040,000 options issued to key employees. As per the execution of the August 2021 private placement as disclosed in Note 2 and Note 10, common warrants and pre-funded warrants issued and outstanding as of September 30, 2021 as follows: SCHEDULE OF COMMON STOCK WARRANTS ISSUED AND OUTSTANDING Number of Shares Warrants outstanding at March 31, 2021 - Common warrants issued 34,666,667 Pre-funded warrants issued 16,833,333 Warrants outstanding at September 30, 2021 51,500,000 As of September 30, 2021, the Company’s warrants by expiration date were as follows: SCHEDULE OF WARRANTS EXPIRATION Number of Common Warrants Number of Pre-funded Warrants Exercise Price Expiration Date 34,666,667 - $ 0.35 9/15/2026 - 16,833,333 $ 0.01 - N/A * 34,666,667 16,833,333 * Pre-funded warrants expire on the dates they are exercised. All outstanding warrants are fully vested. NOTE 9 – AUGUST 2021 STOCK REDEMPTION On August 5, 2021, the Company entered into a stock redemption agreement (the “Redemption Agreement”) with Koncepts and Treasure Green, pursuant to which the Company redeemed 19,623,155 shares of common stock of the Company (the “Redeemed Shares”). The closing of the transaction set forth in the Redemption Agreement took place on August 10, 2021, at which time the Redeemed Shares were assigned and transferred back to the Company and the Company paid approximately $ 7,162,000 to Koncepts and Treasure Green. The Redeemed Shares were retired and are available for reissuance in the future. Pursuant to the Redemption Agreement, neither Koncepts nor Treasure Green remained shareholders of the Company. NOTE 10 – AUGUST 2021 PRIVATE PLACEMENT On August 5, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with large institutional investors and the strategic investor for private placement of (i) 16,500,001 shares of its common stock (the “Shares”) together with Common Warrants to purchase up to 16,500,000 shares of common stock with an exercise price of $ 0.35 per share, and (ii) 16,833,333 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share of common stock at an exercise price of $ 0.01 per share, together with Common Warrants to purchase up to 16,833,333 shares of common stock at an exercise price of $ 0.35 per share (the “Private Placement”). 16 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited) The Common Warrants and Pre-Funded Warrants are collectively referred to as (the “Warrants”). The Warrants are exercisable at any time at the option of the holder, have a term of 5 years from the issuance date and provide for cashless exercise under certain conditions. The Company determined that the Warrants meet the conditions for equity classification. Shares issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares”. The exercise price and number of the Warrant Shares are subject to anti-dilution and other adjustments for certain stock dividends, stock splits, subsequent rights offerings, pro rata distributions or certain equity structure changes. Pursuant to the terms of the Purchase Agreement, on September 3, 2021, the Company filed a registration statement providing for the resale by the purchasers of the Shares and Warrant Shares sold in the Private Placement, which registration statement became effective on September 15, 2021. Additionally, under the terms of the Purchase Agreement, the Company is obligated to use its reasonable best efforts to submit an application to have the Company’s common stock listed on a national exchange by December 31, 2021, and to use its reasonable best efforts to have the Shares and Warrant Shares listed on such national exchange as soon as practicable following the submission of such application. The closing of the Private Placement took place on August 10, 2021, when the Shares and Warrants were delivered to the purchasers and funds, in the amount of approximately $ 9,832,000 , were received by the Company. Approximately $ 7,162,000 of the funds was used to execute the Redemption Agreement (See Note 9 – August 2021 Stock Redemption). Stingray Group Inc. (“Stingray” or the “strategic investor”), a leading music, media and technology is part of the group of investors who participated in the Private Placement and have acquired a minority interest in the Company. Stingray is a long-standing business partner with the Company that provides our customers with music content from their extensive library of expertly produced and licensed karaoke content and is now a related party (see Note 12- Related Party Transactions). In connection with the Private Placement, on July 6, 2021, the Company entered into a Placement Agency Agreement with A.G.P./Alliance Global Partners (“AGP”), which provided for AGP to serve as the exclusive placement agent, advisor or underwriter (the “placement agent services”). Pursuant to the Placement Agency Agreement, upon closing of the Private Placement, the Company paid AGP placement fees of $ 630,000 (representing 7% of the gross proceeds raised in the Private Placement excluding proceeds raised from the strategic investor, plus 3.5% of the aggregate gross proceeds raised from the strategic investor), and issued AGP warrants to purchase 1,333,333 shares of the Company’s common stock (the “Advisor Warrants”) (representing 5 % of the aggregate number of Shares and Pre-Funded Warrants sold in the Private Placement, excluding the Shares sold to the strategic investor). The Advisor Warrants have the same exercise price ($ 0.35 ) and terms as the Common Warrants issued in the Private Placement. The Company estimated the fair value of the Advisor Warrants to be approximately $ 359,000 using the Black-Scholes Model based on the following input assumptions: common stock price of $ 0.33 , expected life of the warrants of 2.5 years; stock price volatility of 168 %; dividend yield of 0 %; and the risk-free interest rate of 2.65 %. In addition to the placement fees paid to AGP, the Company incurred additional offering costs for direct incremental legal, consulting, accounting and filing fees related to the Private Placement of approximately $ 390,000 , of which one consultant was issued 571,428 shares of restricted common stock with an aggregate fair value of approximately $ 189,000 and a cash payment of $ 100,000 . Total offering costs related to the Private Placement amounted to approximately $ 1,379,000 , which is recorded as an offset to additional paid in capital in the accompanying condensed consolidated statements of stockholders’ equity. NOTE 11 - GEOGRAPHICAL INFORMATION Sales to customers outside of the United States for the three and six months ended September 30, 2021 and 2020 were primarily made by the Macau Subsidiary in US dollars. Sales by geographic region for the periods presented are as follows: SCHEDULE OF REVENUE BY GEOGRAPHICAL REGION 2021 2020 2021 2020 FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED September 30, September 30, 2021 2020 2021 2020 North America $ 16,729,000 $ 21,574,000 $ 22,695,000 $ 24,391,000 Europe 156,000 711,000 156,000 893,000 Australia 484,000 - 584,000 53,000 Net sales $ 17,369,000 $ 22,285,000 $ 23,435,000 $ 25,337,000 The geographic area of sales was based on the location where the product is delivered. 17 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited) NOTE 12 – RELATED PARTY TRANSACTIONS All transactions listed below are related to the Company as Cosmo Communications, Inc (“Cosmo”) and Starlight Electronics Co., Ltd (“SLE”) are affiliates of our former Chairman of the Board, Mr. Phillip Lau. Additionally, Stingray is part of the group of investors who participated in the Private Placement and have acquired a minority interest in the Company (see Note 10 – August 2021 Private Placement ). DUE TO/FROM RELATED PARTIES On September 30, 2021 and March 31, 2021, the Company had amounts due to related parties in the amounts of approximately $ 63,000 respectively for services provided by these companies and licensing fees for use of pedestal model molds and tools owned by the parent company. On September 30, 2021 and March 31, 2021, the Company had amounts due from Stingray in the amounts of approximately $ 71,000 and $ 88,000 , respectively for shared revenue from music content provided to our customers from their library of produced and licensed karaoke content. TRADE The Company has a music subscription sharing agreement with Stingray. For the three months ended September 30, 2021 and 2020 the Company received music subscription revenue of approximately $ 110,000 and $ 13,000 , respectively. For the six months ended September 30, 2021 and 2020 the Company received music subscription revenue of approximately $ 224,000 and $ 102,000 , respectively. These amounts were included as a component of net sales in the accompanying condensed consolidated statements of income. On July 30, 2020, the Company and Cosmo reached agreement that Cosmo would no longer be the Company’s Canadian distributor and the Company became the sole and exclusive distributor of the Company’s products in Canada. As part of the agreement, the companies executed a Purchase and Sales agreement whereby the Company acquired all of Cosmo’s karaoke inventory for approximately $ 685,000 . During the three and six months ended September 30, 2021, there was a gain of approximately $ 11,000 from Cosmo related to payments received in Fiscal 2022 on prior year sales and the related receivable previously reversed and written off as initially deemed uncollectible. The Company incurred service expenses from SLE. The services from SLE were approximately $ 90,000 for the three months ended September 30, 2021 and 2020. The services from SLE for the six months ended September 30, 2021 and 2020 were approximately $ 181,000 and $ 191,000 respectively. These amounts were included as a component of general and administrative expenses in the accompanying condensed consolidated statements of income. 18 NOTE 13 – RESERVE FOR SALES RETURNS A return program for defective goods is negotiated with each of our wholesale customers on a year-to-year basis. Customers are allowed to return defective goods within a specified period of time after shipment (between 6 and 9 months). The Company does make occasional exceptions to this return policy and accordingly records a sales return reserve based on historic return amounts, specific exceptions as identified and management estimates. The Company records a sales reserve for its return goods programs at the time of sale for estimated sales returns that may occur. The liability for defective goods is included in the reserve for sales returns on the condensed consolidated balance sheets. Changes in the Company’s reserve for sales returns are presented in the following table: SCHEDULE OF RESERVE FOR SALES RETURNS Six Months Ended September 30, September 30, 2021 2020 Reserve for sales returns at beginning of the year $ 960,000 $ 1,224,000 Provision for estimated sales returns 2,110,222 2,306,668 Sales returns received ( 1,206,491 ) ( 1,807,613 ) Reserve for sales returns at end of the period $ 1,863,731 $ 1,723,055 19 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 and 2020 (Unaudited) NOTE 14 – REFUNDS DUE TO CUSTOMERS As of September 30, 2021 and March 31, 2021 the amount of refunds due to customers was approximately $ 99,000 and $ 145,000 , respectively, primarily due to one customer for overstock returns. NOTE 15 - EMPLOYEE BENEFIT PLANS The Company has a 401(k) plan for its employees to which the Company makes contributions at rates dependent on the level of each employee’s contributions. Contributions made by the Company are limited to the maximum allowable for federal income tax purposes. The amounts charged to operations for contributions to this plan and administrative costs during the three months ended September 30, 2021 and 2020 totaled approximately $ 17,000 and $ 20,000 , respectively. The amounts charged to operations for contributions to this plan and administrative costs during the six months ended September 30, 2021 and 2020 totaled approximately $ 35,000 and $ 34,000 , respectively. The amounts are included as a component of general and administrative expense in the accompanying condensed consolidated statements of income. The Company does not provide any post-employment benefits to retirees. NOTE 16 - CONCENTRATIONS OF CREDIT AND SALES RISK The Company derives a majority of its revenues from retailers of products in the United States. The Company’s allowance for doubtful accounts is based upon management’s estimates and historical experience and reflects the fact that accounts receivable are concentrated with several large customers. At September 30, 2021, 69 % of accounts receivable were due from three customers in North America that individually owed over 10% of total accounts receivable. At March 31, 2021, 70 % of accounts receivable were due from three customers in North America that individually owed over 10 % of total accounts receivable. The Company generates most of its revenue from retailers of products in the United States with a significant amount of sales concentrated with several large customers the loss of which could have an adverse impact on the financial position of the Company. For the three months ended September 30, 2021, there were three customers who individually accounted for 10% or more of the Company’s net sales. Revenue derived from these customers as a percentage of net sales were 49 %, 16 %, and 12 % respectively. For the three months ended September 30, 2020, there were three customers who individually accounted for 10% or more of the Company’s net sales. Revenue derived from these customers as a percentage of net sales were 46 %, 20 % and 10 %, respectively. For the six months ended September 30, 2021, there were three customers who individually accounted for 10% or more of the Company’s net sales. Revenue derived from these customers as a percentage of net sales were 48 %, 16 % and 14 %, respectively. For the six months ended September 30, 2020, there were three customers who individually accounted for 10% or more of the Company’s net sales. Revenue derived from these customers as a percentage of net sales were 43 %, 20 % and 14 %, respectively. In August 2021, the Company secured vendor invoice credits of approximately $ 236,000 from a factory involved with a damaged goods incident during fiscal 2020 which is reflected as gain from extinguishment of accounts payable in the condensed consolidated statement of income for the three and six months ended September 30, 2021. 20 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS The following discussion should be read in conjunction with the condensed consolidated financial statements and notes included elsewhere in this quarterly report. This document contains certain forward-looking statements including, among others, anticipated trends in our financial condition and results of operations and our business strategy. (See Part II, Item 1A, “Risk Factors “). These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from these forward-looking statements. Statements included in this quarterly report that do not relate to present or historical conditions are called “forward-looking statements.” Such forward-looking statements involve known and unknown risks and uncertainties and other factors that could cause actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements. Forward-looking statements may include, without limitation, statements relating to our plans, strategies, objectives, expectations and intentions. Words such as “believes,” “forecasts,” “intends,” “possible,” “estimates,” “anticipates,” “expects,” “plans,” “should,” “could,” “will,” and similar expressions are intended to identify forward-looking statements. Our ability to predict or project future results or the effect of events on our operating results is inherently uncertain. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Important factors to consider in evaluating such forward-looking statements include, but are not limited to: (i) changes in external factors or in our internal budgeting process which might impact trends in our results of operations; (ii) unanticipated working capital or other cash requirements; (iii) changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the industries in which we operate; and (iv) the effects of adverse general economic conditions, both within the United States and globally, (v) vendor price increases and decreased margins due to competitive pricing during the economic downturn (vi)various competitive market factors that may prevent us from competing successfully in the marketplace and (vii) other factors described in the risk factors section of our Annual Report on Form 10-K/A, this Quarterly Report on 10-Q/A, or in our other filings made with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. OVERVIEW The Singing Machine Company, Inc., a Delaware corporation (the “Company”, “SMC”, “The Singing Machine”) and its three wholly-owned subsidiaries SMC (Comercial Offshore De Macau) Limitada (“Macau Subsidiary”), SMC Logistics, Inc. (“SMC-L”) and SMC-Music, Inc.(“SMC-M”) are primarily engaged in the development, marketing, and sale of consumer karaoke audio systems, accessories, musical instruments and musical recordings. The products are sold by SMC to retailers and distributors for resale to consumers. Our products are sold throughout North America, Europe and Australia primarily through major mass merchandisers and warehouse clubs, on-line retailers and to a lesser extent department stores, lifestyle merchants, direct mail catalogs and showrooms, music and record stores, and specialty stores. 21 Representative customers include Amazon, Best Buy, BJ’s Wholesale, Costco, Sam’s Club, Target, and Wal-Mart. Our business has historically been subject to seasonal fluctuations causing our revenues to vary from quarter to quarter and between the same periods in different fiscal years. Our products are manufactured for the most part based on the purchase indications of our customers. We are uncertain of how significantly our business would be harmed by a prolonged economic recession, but we anticipate that continued contraction of consumer spending would negatively affect our revenues and profit margins. Sales of consumer electronics and toy products in the retail channel are highly seasonal, with a majority of retail sales occurring during the period from September through December in anticipation of the holiday season, which includes Christmas. A substantial majority of our sales occur during the second quarter ending September 30 and the third quarter ending December 31. Sales in our second and third quarter, combined, accounted for approximately 86% and 85% of net sales in fiscal 2021 and 2020, respectively. COVID-19 UPDATE In January 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (“COVID-19”) and the risks to the international community. The WHO declared COVID-19 a global pandemic on March 11, 2020 and since that time many of the previously imposed restrictions and other measures which were instituted in response have been subsequently reduced or lifted. However, the COVID-19 pandemic remains highly unpredictable and dynamic and its duration and extent continue to be dependent on various developments, such as the emergence of variants to the virus that may cause additional strains of COVID-19, the administration and ultimate effectiveness of vaccines, and the eventual timeline to achieve a sufficient level of herd immunity among the general population. Accordingly, the COVID-19 pandemic may continue to have negative effects on the health of the U.S. economy for the foreseeable future. We continue to experience various degrees of manufacturing cost pressures due to raw material and electronic component shortages as well as inflationary price increases. Although we regularly monitor the financial health and operations of companies in our supply chain, and use alternative suppliers when necessary and available, financial hardship or government restrictions on our suppliers or sub-suppliers caused by the COVID-19 pandemic could cause a disruption in our ability to obtain raw materials or components required to manufacture our products and adversely affect our operations. Further, as consumer demand improved and economic activity increased, we have experienced supply chain challenges, including increased lead times, port closures in China and delays in Los Angeles, global container shortages, as well as inflation of logistics and labor costs due to availability constraints and high demand. We expect these inflationary trends to continue throughout the remainder of the fiscal year. During Fiscal 2021, we experienced growth in our karaoke, microphone, and toy categories as the pandemic increased demand for home entertainment. For the current fiscal year, demand from consumers and retailers continue to remain strong led by shortages of toys and home entertainment product availability in the market. We maintain our commitment to protect the health and safety of our employees, customers, and suppliers by continuing our enhanced safety protocols for those on-site at our warehouse facilities. In addition, employees who do not need to be physically present at our corporate office to perform their job responsibilities generally continue to work from home and essential business travel remains the main travel activity. The extent of the COVID-19 pandemic’s effect on our operational and financial performance in the future will depend on future developments, including the duration, geographic location and intensity of the pandemic, the impact of virus variants, the rate of vaccinations, our continued ability to manufacture and distribute our products, as well as any future actions that may be taken by governmental authorities or by us relating to the pandemic. For more information regarding factors and events that may impact our business, results of operations and financial condition as a result of the COVID-19 pandemic, see “Risk Factors” included in Item 1A. “Risk Factors” in our 2021 Annual Report on Form 10-K. 22 RESULTS OF OPERATIONS The following table sets forth, for the periods indicated, certain items related to our consolidated statements of income as a percentage of net sales for the three and six months ended September 30, 2021 and 2020 as restated: The Singing Machine Company, Inc. and Subsidiaries CONDENDSED CONSOLIDATED STATEMENTS OF OPERATIONS For Three Months Ended For the Six Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Net Sales 100.0 % 100.0 % 100.0 % 100.0 % Cost of Goods Sold 80.8 % 73.9 % 79.1 % 73.2 % Gross Profit 19.2 % 26.1 % 20.9 % 26.8 % Operating Expenses Selling expenses 4.2 % 6.6 % 5.6 % 7.0 % General and administrative expenses 10.2 % 8.3 % 13.6 % 12.7 % Depreciation and amortization 0.4 % 0.3 % 0.6 % 0.5 % Total Operating Expenses 14.8 % 15.2 % 19.8 % 20.2 % Income from Operations 4.4 % 10.9 % 1.1 % 6.6 % Other Income (Expenses) Gain from damaged goods insurance claim 0.0 % 4.2 % 0.0 % 4.2 % Gain from extinguishment of accounts payable 1.4 % 0.0 % 1.0 % 1.5 % Interest expense -0.6 % -0.6 % -0.9 % -0.6 % Financing costs -0.1 % -0.1 % -0.1 % -0.1 % Total Other Income (expenses), net 0.7 % 3.5 % 0.0 % 5.0 % Income Before Income Tax Provision 5.1 % 14.4 % 1.1 % 11.6 % Income Tax Provision -1.0 % -3.7 % -0.6 % -2.9 % Net Income 4.1 % 10.7 % 0.5 % 8.7 % QUARTER ENDED SEPTEMBER 30, 2021 COMPARED TO THE QUARTER ENDED SEPTEMBER 30, 2020 NET SALES Net sales for the quarter ended September 30, 2021 decreased to approximately $17,369,000 from approximately $22,285,000 a decrease of approximately $4,916,000 as compared to the same period ended September 30, 2020. Sales of our Carpool Karaoke The Mic (“CPK”) product decreased by approximately $2,306,000 during the three months ended September 30, 2021 compared to the same period ended September 30, 2020 as the company winds down it’s promotion of the original version of the product and recently launched a new version of the product with several enhanced features for sale during the upcoming holiday season. The remaining decrease in sales was primarily due to delays in receiving goods from the Port of Los Angeles due to the disruption in the global supply chain. GROSS PROFIT Gross profit for the quarter ended September 30, 2021 decreased to approximately $3,327,000 from approximately $5,823,000 a decrease of approximately $2,496,000 as compared to the same period in the prior year. The decrease in net sales contributed approximately $1,284,000 to the decrease in gross profit. The remaining decrease was primarily due to the decrease in gross profit margin of approximately 6.9 points on products sold. Gross profit margin for the three months ended September 30, 2021 was 19.2% compared to 26.1% for the three months ended September 30, 2020. The decrease in CPK product sales which yield substantially more gross profit margin than our traditional product accounted for approximately 4.0 margin points of the 6.9 gross profit margin point decrease with the remaining 2.9 point decrease primarily due to product cost increases in raw materials and a significant increase in freight costs . OPERATING EXPENSES For the quarter ended September 30, 2021, total operating expenses decreased to approximately $2,577,000 compared to approximately $3,384,000 from the same period in the prior year. This represents a decrease in total operating expenses of approximately $807,000 from the quarter ended September 30, 2020. The decrease in operating expenses is primarily due to a decrease in selling expenses of $742,000. There was a decrease in royalty expenses of approximately $321,000 associated with the decrease in CPK sales as explained in net sales. Freight expense decreased by approximately $286,000 due to the decrease in net sales and returns. There was a decrease in in commissions of approximately $83,000 commensurate with the decrease in net sales and discretionary marketing expenditures were down by approximately $52,000. The remaining decrease in operating expenses was due to variable general and administrative expenses. 23 INCOME FROM OPERATIONS There was income from operations of approximately $750,000 for the three months ended September 30, 2021 compared to income from operations of approximately $2,439,000 for the three months ended September 30, 2020. The decrease in income from operations of approximately $1,689,000 was primarily due to the decrease in gross profit offset by the reduction in operating expenses as explained above. OTHER INCOME (EXPENSES) Other income and (expenses) decreased by approximately $674,000 to approximately $116,000 in other income, net for the three months ended September 30, 2021 compared to approximately $790,000 in other income, net for the same period ended September 30, 2020. During the three months ended September 30, 2021 there was accounts payable forgiveness of approximately $236,000 from one vendor on goods that were damaged in the prior year compared to a recovery of approximately $937,000 in out-of-pocket expenses relating to a prior year damaged goods insurance claim during the three months ended September 30, 2020. The remaining variance in other income, net was primarily due to a decrease in interest expense and amortization of deferred financing costs associated with the financing terms of the Crestmark Facility and IHC Facility and decreased borrowings from the Crestmark Facility. INCOME TAXES For the three months ended September 30, 2021 and 2020 the Company recognized an income tax provision of approximately $174,000 and $821,000, respectively, due to management’s best estimate of the Company’s full year effective tax rate of approximately 20.1% and 25.2%, respectively. NET INCOME For the three months ended September 30, 2021 there was net income of approximately $692,000 compared to net income of approximately $2,408,000 for the same period a year ago. The decrease in net income was primarily due to the same reasons discussed in Income from Operations, Other Income (Expenses) and Income Taxes. SIX MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO THE SIX MONTHS ENDED SEPTEMBER 30, 2020 NET SALES Net sales for the six months ended September 30, 2021 decreased to approximately $23,435,000 from $25,337,000 a decrease of approximately $1,902,000 as compared to the same period ended September 30, 2020. Sales of our CPK product decreased by approximately $1,488,000 during the six months ended September 30, 2021 compared to the same period ended September 30, 2020 as the Company winds down it’s promotion of the original version of the product and recently launched a new version of the product with several enhanced features for sale during the upcoming holiday season. The remaining decrease in sales was primarily due to delays in receiving goods from the Port of Los Angeles due to the disruption in the global supply chain. GROSS PROFIT Gross profit for the six months ended September 30, 2021 decreased to approximately $4,905,000 from approximately $6,785,000 a decrease of approximately $1,880,000 as compared to the same period in the prior year. The decrease in net sales as indicated in Net Sales contributed approximately $509,000 to the decrease in gross profit margin. The remaining decrease was primarily due to the decrease in gross profit margin of approximately 5.9 points on products sold. Gross profit margin for the six months ended September 30, 2021 was 20.9% compared to 26.8% for the six months ended September 30, 2020. The decrease in CPK product sales which yield substantially more gross profit margin than our traditional product accounted for approximately 2.3 margin points of the 5.9 gross profit margin point decrease. There was a decrease of approximately 2.5 points of gross margin primarily due to product cost increases in raw materials, a significant increase in freight costs with the remaining variance due to the mix of products sold. 24 OPERATING EXPENSES For the six months ended September 30, 2021, total operating expenses decreased to approximately $4,645,000 compared to approximately $5,118,000 from the same period in the prior year. This represents a decrease in total operating expenses of approximately $473,000 from the six months ended September 30, 2020. The decrease in operating expenses is primarily due to a decrease in selling expenses of $463,000. There was a decrease in royalty expenses of approximately $210,000 associated with the decrease in CPK sales as explained in net sales. Freight expense decreased by approximately $251,000 due to the decrease in net sales and returns. There was a decrease in in commissions of approximately $46,000 commensurate with the decrease in net sales. These decreases in selling expenses were offset by an increase in discretionary marketing expenditures of approximately $45,000 with the remaining variance primarily due to variable general and administrative expenses. INCOME FROM OPERATIONS There was income from operations of approximately $261,000 for the six months ended September 30, 2021 compared to income from operations of approximately $1,668,000 for the six months ended September 30, 2020. The decrease in income from operations of approximately $1,407,000 was primarily due to the decrease in gross profit offset by a reduction in operating expenses as explained above. OTHER INCOME (EXPENSES) Other income and (expenses) decreased by approximately $817,000 to approximately $459,000 in other income, net for the six months ended September 30, 2021 compared to approximately $1,276,000 in other income, net for the same period ended September 30, 2020. During the six months ended September 30, 2021 there were one-time gains of approximately $684,000 primarily due to forgiveness of the loan under the Paycheck Protection Program of approximately $448,000 which included principal and interest and there was an accounts payable forgiveness of approximately $236,000 from one vendor on goods that were damaged in the prior year compared to a recovery of approximately $1,067,000 in out-of-pocket expenses relating to a prior year damaged goods insurance claim during the six months ended September 30, 2020 and accounts payable forgiveness of $390,000 from the vendor who caused the damaged goods problem. The remaining variance in other income, net was primarily due to an increase in interest expense and amortization of deferred financing costs associated with the financing terms of the Crestmark Facility and IHC Facility. INCOME TAXES For the six months ended September 30, 2021 and 2020 the Company recorded an income tax provision of approximately $146,000 and an income tax provision of approximately $742,000, respectively, due to management’s best estimate of the Company’s full year effective tax rate of approximately 20.1% and 25.2%, respectively. NET INCOME For the six months ended September 30, 2021 there was net income of approximately $574,000 compared to net income of approximately $2,201,000 for the same period a year ago. The decrease in net income was primarily due to the same reasons discussed in Income from Operations, Other Income (Expenses) and Income Taxes. LIQUIDITY AND CAPITAL RESOURCES As of September 30, 2021, Singing Machine had cash on hand of approximately $3,338,000 as compared to cash on hand of approximately $1,071,000 on September 30, 2020. We had working capital of approximately $8,295,000 as of September 30, 2021. Net cash used in operating activities was approximately $576,000 for the six months ended September 30, 2021, as compared to approximately $674,000 used in operating activities for the same period a year ago. During the six months ended September 30, 2021 there was an increase in accounts receivable of approximately $9,410,000 due to a seasonal increase in sales and a seasonal increase in inventories of approximately $13,722,000 due to in-transit and receipt of inventory for peak season. These increases in net cashed used in operating activities were offset by an increase in in accounts payable of approximately $16,409,000 due to seasonal purchases of product for the peak season. There was a decrease in amounts due from Crestmark Bank of approximately $4,557,000 as cash collected in excess of amounts due on the revolving credit during the first quarter was used to pay for the seasonal increase in inventory. There was a seasonal increase in reserve for sales returns of approximately $904,000. Net cash used in operating activities was approximately $674,000 for the six months ended September 30, 2020. During the six months ended September 30, 2020 there was an increase in accounts receivable of approximately $16,576,000 due to a seasonal increase in sales and a seasonal increase in inventories of approximately $1,072,000 due to receipt of inventory for peak season, and a decrease in refunds due to customers of approximately $686,000 as most of the refunds due to the damaged goods incident from the prior year were refunded to the customer. These increases in cash used in operating activities were offset by an increase in accounts payable of approximately $9,498,000 due to seasonal purchases of product for the peak season and a decrease in insurance receivable of approximately $1,268,000 as we received proceeds for the one-time damaged goods incident that occurred in the prior fiscal year. There was a decrease in amounts due from banks of approximately $2,388,000 due to excess cash collected in excess of amounts due on the revolving credit facilities with PNC Bank and Crestmark Bank and a seasonal increase in reserve for sales returns of approximately $499,000. Net cash used in investing activities for the six months ended September 30, 2021 was approximately $78,000 as compared to approximately $85,000 used in investing activities for the same period ended a year ago and consisted primarily of purchases of molds and tooling for new products. 25 Net cash provided by financing activities for the six months ended September 30, 2021 was approximately $3,595,000 compared to cash provided by financing activities of approximately $1,485,000 for the same period ended of the prior year. We borrowed approximately $1,977,000 from our Crestmark Facility and IHC Facility for working capital. In August 2021, the Company received net proceeds of approximately $1,838,000 from the execution of private placement and stock redemption agreements as summarized in the next two paragraphs. These financing activities were offset by a payment of $150,000 on the subordinated related party debt, payment of deferred finance charges associated with the closing of the Crestmark and IHC Facilities of approximately $38,000 with the remaining difference used to pay scheduled installments on installment notes and finance leases. In August 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with large institutional investors and a strategic investor for private placement of (i) 16,500,001 shares of its common stock (the “Shares”) together with common warrants to purchase up to 16,500,000 shares of common stock for an exercise price of $0.35 per share, and (ii) 16,833,333 pre-funded warrants (“Pre-Funded Warrants”) with each Pre-Funded Warrant exercisable for one share of common stock at an exercise price of $0.01 per share, together with Common Warrants to purchase up to 16,833,333 shares of common stock at an exercise price of $0.35 per share (the “Private Placement”). Shares issuable upon the exercise of the Pre-Funded Warrants and Common Warrants are hereinafter referred to as the “Warrant Shares”. The closing of the Private Placement took place on August 10, 2021, when the Shares, Common Warrants, and Pre-Funded Warrants were delivered to the purchasers and funds, in the amount of approximately $9,800,000, were received by the Company. Approximately $7,200,000 of the funds received were used to execute the Redemption Agreement as explained in the next paragraph. The Company received an increase in working capital of approximately $1,800,000 of working capital after settlement of expenses associated with closing of these transactions. In August, 2021, the Company entered into a stock redemption agreement (the “Redemption Agreement”) with Koncepts International Limited (“Koncepts”) and Treasure Green Holdings, Ltd. (“Treasure Green”), pursuant to which the Company agreed to redeem 19,623,155 shares of common stock of the Company (the “Redeemed Shares”). The closing of the transactions set forth in the Redemption Agreement took place on August 10, 2021, at which time the Redeemed Shares were assigned and transferred back to the Company and the Company paid approximately $7,200,000 to Koncepts and Treasure Green. The Redeemed Shares were retired and are available for reissuance in the future. Net cash provided by financing activities for the six months ended September 30, 2020 was approximately $1,485,000 compared to cash provided by financing activities of approximately $4,472,000 for the same period ended of the prior year. We borrowed approximately $1,156,000 from our Crestmark Facility and IHC Facility for working capital and received loan proceeds from Crestmark in the amount of approximately $444,000 under the Paycheck Protection Program. These financing activities were offset by payments made on deferred finance charges associated with the closing of the Crestmark and IHC Facilities of approximately $74,000 with the remaining difference used to pay scheduled installments on installment notes and finance leases. On June 16, 2020, the Company executed an Intercreditor Revolving Credit Facility with Crestmark and IHC on eligible accounts receivable and inventory which replaced the Company’s previous revolving credit facility with PNC Bank which was terminated on June 16, 2020 (See Note 6 – Bank Financing). As of this filing, we have borrowed approximately $990,000 on the IHC Facility, which provides for a maximum loan amount of $2,500,000 on eligible inventory and borrowed approximately $5,600,000 on our Crestmark Facility which will make available up to $10,000,000 of eligible accounts receivable as the fiscal year progresses. As of this filing the Company has approximately $5,900,000 currently available from these two credit facilities. On May 5, 2020, the Company received loan proceeds from Crestmark in the amount of approximately $444,000 under the Paycheck Protection Program (“PPP”). The PPP was established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), which provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest may be forgivable to the extent the Company uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness may be reduced if the borrower terminates employees or reduces salaries during the eligible period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments until a forgiveness application has been accepted and reviewed by the Small Business Administration (“SBA”), and the SBA provided Crestmark with the loan forgiveness amount. In June 2021 the Company received notification from the SBA that the loan had been forgiven in its entirety. For the three and six months ended September 30, 2021, a gain of approximately $448,000 (including principal and interest) from the forgiveness of the loan was included in other income and expenses in the accompanying condensed consolidated statements of income. In August 2019, a major customer received goods that were significantly water damaged due to excess moisture absorbed in pallets shipped by the factory. As a result we incurred a loss in cash flow of approximately $1,559,000 in revenue and approximately $849,000 in additional out of pocket expenses to retrieve, inspect, warehouse and properly destroy the goods in the prior fiscal year. As of this filing we have we recovered approximately $2,336,000 from our cargo insurance coverage which settled approximately $1,268,000 in insurance claim receivable with the remaining proceeds reflected in other income and (expenses) as a gain from damaged goods insurance claim in the condensed consolidated statement of income. For the three and six months ended September 30, 2020 the gain from damaged goods insurance claim was approximately $937,000 and $1,068,000, respectively. We also secured vendor invoice credits of $390,000 from the factory that caused the damage which is reflected as gain from extinguishment of accounts payable in the condensed consolidated statement of income for the six months ended September 30, 2020. 26 We believe that current working capital, the availability of cash from our Intercreditor Revolving Credit Facility (See Note 6 – Bank Financing), additional working capital generated by the private placement and cash generated from our operating forecast will be adequate to meet the Company’s liquidity requirements for at least the next twelve months. We believe the Intercreditor Revolving Credit Facility will be adequate to maintain and grow our business during the remaining term of the agreement. If we are unable to comply with the financial covenants defined in the financing agreement and default on the credit facility, it may have a material adverse effect on our ability to meet our financial obligations. As both the Crestmark Facility and the IHC Facility are set to expire on June 15, 2022, the Company expects to negotiate a revision or extension of these debt facilities upon their maturity however, there can be no assurance that such revision or extension will occur or at what terms. CRITICAL ACCOUNTING POLICIES The Company’s interim financial statements were prepared in accordance with United States generally accepted accounting principles, which require management to make subjective decisions, assessments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the judgement increases such judgements become even more subjective. While management believes that its assumptions are reasonable and appropriate, actual results may be materially different than estimated. The critical accounting estimates and assumptions have not materially changed from those identified in the Company’s 2021 Annual Report. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required for small reporting companies. ITEM 4. CONTROLS AND PROCEDURES (a)Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In connection with the filing of our Form 10-K for the year ended March 31, 2021, we identified a material weakness primarily related to the consolidated financial statement close process that failed to detect errors which could have been material in the accounting for inventory cutoff and the inventory valuation of estimated returns. Specifically, the Company currently has a deficient process to close the consolidated financial statements and prepare comprehensive and timely account analysis, due in part to a new accounting software system, which resulted in certain adjusting journal entries. Plan for Material Weakness in Internal Control over Financial Reporting The Company’s management has begun to design and implement certain remediation measures to address the above-described material weakness and enhance the Company’s internal control in order to remediate this material weakness. As part of our remediation measures, the Company has identified and will implement plans to enhance the Company’s process and controls including the following measures: ● The Company implemented a new Enterprise Resource Planning (“ERP”) system in Fiscal 2021 that contributed to the material weaknesses. Management has identified system processing errors specifically related to when returned goods are recognized in inventory and how they are costed. Management is currently working with our third-party systems support group to correct these system errors. ● Management plans on strengthening the ERP system training for both finance and warehouse personnel with regards to inventory cutoff and valuation procedures to insure personnel working with inventory are thoroughly familiar with procedures for processing returns. ● Management will also assess whether current resources are adequate to maintain proper inventory controls once the system errors have been remediated and additional training is completed and will explore the possibility of additional third-party assistance if necessary. (b) Changes in Internal Controls There were no changes in the Company’s internal controls over financial reporting during the quarter ended September 30, 2021, that materially affected, or were reasonably likely to materially affect the Company’s internal control over financial reporting. 27 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On September 11, 2020, a Complaint was filed against the Company’s SMCL subsidiary and various staffing agencies used by SMCL in a Superior Court of San Bernadino County. The complaint alleges an employee of SMCL committed employment practice violations against a former temporary employee not employed by SMCL. Management has investigated the allegation and has engaged with an employment attorney to defend the lawsuit. Management does not believe the claims have merit and does not believe the lawsuit will have a material adverse effect on our financial results. Management is not aware of any other legal proceedings other than matters that arise in the ordinary course of business. ITEM 1A. RISK FACTORS Not applicable for smaller reporting companies ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS ISSUER PURCHASES OF EQUITY SECURITIES Period (a) Total number of shares (or units) purchased (b) Average price paid per share (or unit) (c) total number of shares (or units) purchased as part of publicly announced plans or program (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs July 1, 2021 to July 31, 2021 0 N/A 0 0 August 1, 2021 to August 31, 2021 19,623,155 shares of common stock (1) $0.365 per share of common stock 0 0 September 1, 2021 to September 30, 2021 0 N/A 0 0 Total 19,623,155 shares of common stock $ 7,162,451.58 0 0 (1) All shares were redeemed by the Company from two shareholders in a privately negotiated transaction. ITEM 3. DEFAULTS UPON SENIOR SECURITIES We are not currently in default upon any of our senior securities. ITEM 4. MINE SAFETY DISCLOSURES None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS 31.1 Certification of Gary Atkinson, Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.* 31.2 Certification of Lionel Marquis, Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.* 32.1 Certifying Statement of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.* 32.2 Certifying Statement of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.* * Filed herewith 28 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE SINGING MACHINE COMPANY, INC. Date: November 22, 2021 By: /s/ Gary Atkinson Gary Atkinson Chief Executive Officer /s/ Lionel Marquis Lionel Marquis Chief Financial Officer 29