This discussion summarizes the significant factors affecting the results of operations and financial condition of the Company during the fiscal years ended June 30, 2022 and 2021 and should be read in conjunction with our financial statements and accompanying notes thereto included elsewhere herein. Certain information contained in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" are "forward-looking statements." Statements that are not historical in nature and which may be identified by the use of words like "expects," "assumes," "projects," "anticipates," "estimates," "we believe," "could be" and other words of similar meaning, are forward-looking statements. These statements are based on management's expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Our actual results may differ materially from the results discussed in this section because of various factors, including those set forth elsewhere herein. See "Forward-Looking Statements" included in this report.





Results of Operations



Overview


The following table sets forth, for the periods indicated, information derived from our Consolidated Financial Statements, expressed as a percentage of net sales. The discussion that follows the table should be read in conjunction with our Consolidated Financial Statements.





                                                 Year Ended          Year Ended
                                                June 30, 2022       June 30, 2021
Net sales                                                  100 %               100 %
Cost of goods sold                                          77 %                73 %
Gross profit                                                23 %                27 %
Selling, General and Administrative Expenses                19 %                19 %
Operating income                                             4 %                 8 %



Fiscal Year ended June 30, 2022 Compared to the Fiscal Year Ended June 30, 2021

Net sales. The net sales increase of 14% in fiscal 2022 from fiscal 2021 consists of a 22% increase in sales of Liberator products, a 22% increase in Jaxx products, offset, in part, by a 21% decrease in sales of Avana products and 9% decrease in products purchased for resale. Sales of Liberator products increased 22% from the prior year to approximately $12.0 million during fiscal 2022, and sales of Jaxx products increased 22% during fiscal 2022 to approximately $8.3 million. Sales of Avana products decreased 21% to $2.9 million during fiscal 2022. Sales of all products through the Wholesale sales channel in fiscal 2022 increased 19% from the prior year while the Direct sales channel increased approximately 3% from the prior year. The Wholesale sales channel includes branded products and resale products sold to brick-and-mortar retailers and e-merchants including, but not limited to, Amazon, Overstock and Wayfair. The Wholesale sales channel also includes contract manufacturing services which consists of specialty items that are manufactured in small quantities for certain customers, and which, to date, has not been a material part of our business. The Direct sales channel consists of consumer sales through our three websites. The increase in sales through the Direct channel was due to higher sales of products sold through our websites.

Gross profit. Gross profit, derived from net sales less the cost of product sales, includes the cost of materials, direct labor, manufacturing overhead and depreciation. Total gross profit as a percentage of sales for the year ended June 30, 2022 decreased to 23% from 27% in the prior year, primarily due to higher labor and raw material costs. Gross profit dollars decreased to $6,001,000 from $6,301,000 in the prior year and represented a 5% decrease. Price increases that were implemented during the second half of fiscal 2022 partially offset the labor and material cost increases; further selling price increases are being implemented. The Company also continued transitioning the sewing of certain high-volume Jaxx and Avana products to a contract facility in Mexico which, during fiscal 2022, produced approximately 35% of our sewn products and reduced our total cost of production for those products.






         13

  Table of Contents



Operating expenses. Excluding depreciation expense, total operating expenses for the year ended June 30, 2022 were 18% of net sales, or $4,749,000, compared to 18% of net sales, or $4,239,000, for the year ended June 30, 2021. The 12% increase in operating expenses from the prior year was primarily due to higher advertising and promotion expenses which were incurred in an effort to increase sales, higher occupancy costs, and higher personnel related costs.

Other income (expense). Other income (expense) decreased to an expense of ($342,000) from income of $721,000 in the prior fiscal year, primarily due to the 2021 PPP Note forgiveness by the U.S. Small Business Administration of approximately $1,096,000.

Net income. We had a net income from operations of $604,000, or $0.01 per diluted share, for the year ended June 30, 2022 compared with net income from operations of $2,563,000 or $0.03 per diluted share, for the year ended June 30, 2021.

Financial Information about Our Business Sales Channels

We conduct our business through two primary sales channels: Direct (consisting of our Internet websites) and Wholesale (consisting of our stocking reseller, drop-ship, contract manufacturing and distributor accounts). During our last two years, substantially all of our revenue was generated within North America, and all of our long-lived assets are located within the United States. The following is a summary of our revenues:





                          Fiscal       Fiscal
(Dollars in thousands)     2022         2021
Direct                   $  7,136     $  6,919
Wholesale                  18,546       15,618
Other                         661          568
Total Net Sales          $ 26,343     $ 23,105

Net sales in the Other channel consists primarily of shipping and handling fees derived from our Direct business.





Direct


The following is a summary of our Direct business net sales and the percentage relationship to total revenues:





                                                     Fiscal      Fiscal
(Dollars in thousands)                                2022        2021
Direct sales channel net sales                       $ 7,136     $ 6,919

Direct net sales as a percentage of total revenues 27 % 30 %






Wholesale


The following is a summary of our net sales to Wholesale customers and the percentage relationship to total revenues:



                                                         Fiscal       Fiscal
(Dollars in thousands)                                    2022         2021
Wholesale sales channel net sales                       $ 18,546     $ 15,618

Wholesale net sales as a percentage of total revenues 70 % 68 %

As of June 30, 2022, the Company has over 950 active wholesale accounts, most of which are located in the United States.






         14

  Table of Contents




Sales by Product Type



The following table represents the dollars and percentage of net sales by
product type:



                                    Year Ended             Year Ended
  (Dollars in thousands)          June 30, 2022          June 30, 2021
Net sales:
Liberator                       $ 11,978        45 %   $  9,806        42 %
Jaxx                               8,293        32 %      6,794        29 %
Avana                              2,893        11 %      3,655        16 %
Products purchased for resale      1,615         6 %      1,771         8 %
Other                              1,564         6 %      1,079         5 %
Total Net Sales                 $ 26,343       100 %   $ 23,105       100 %



Liberator - Liberator products consist of items that are manufactured by us and are intended for sale in the sexual health and wellness market. Liberator products are sold to e-merchants, retailers and distributors as well as directly through our e-commerce site. Net sales of Liberator products increased 22% during the year ended June 30, 2022, from the comparable year earlier period. This increase is primarily related to higher sales through our e-commerce site, Liberator.com.

Jaxx - Jaxx products are contemporary seating products manufactured by us and sold under the Jaxx brand. Jaxx products are sold to e-merchants and retailers as well as directly through our e-commerce site. Net sales of Jaxx products increased 22% during the year ended June 30, 2022, compared to the prior year. This increase is primarily due to greater sales of Jaxx indoor and outdoor products to (and through) Amazon and other e-merchants including Wayfair and Overstock and our own e-commerce site, JaxxBeanbags.com.

Avana - The Avana product line is a unique collection of top-of-bed and comfort products that aid in sleep, meditation, and relaxation. Avana products are sold through e-merchants, mail order catalogers and through our e-commerce site. Net sales of Avana products decreased 21% during the year ended June 30, 2022, compared to the prior year. The decrease in sales was due primarily to increased competition from lower priced products from China and other countries.

Products purchased for resale - Products purchased for resale are other branded products that we purchase from others at wholesale or distributor prices and resell through our sales channels to e-merchants, retailers, or through one of our e-commerce sites. Sales of these products decreased 9% during the year ended June 30, 2022 from the prior year, due to consumer demand shrinkage across the industry. Sales of these products is increasingly competitive and, as a result, the Company has elected to only offer a more curated selection of products that typically have a higher gross profit.

Other - Other products include sales from contract manufacturing and fulfillment services. Net sales during the year ended June 30, 2022 increased 45% from the prior year.





Variability of Results



We have experienced significant quarterly fluctuations in operating results and anticipate that these fluctuations may continue in future periods. Operating results have fluctuated as a result of changes in sales levels to consumers and wholesalers, competition, the COVID-19 pandemic aftereffects, seasonality costs associated with new product introductions, and increases in raw material costs. In addition, future operating results may fluctuate as a result of factors beyond our control such as raw material cost increases, labor cost increases resulting from the current labor shortage, foreign exchange fluctuation, changes in government regulations, and economic changes in the regions in which we operate and sell. A portion of our operating expenses are relatively fixed and the timing of increases in expense levels is based in large part on forecasts of future sales. Therefore, if net sales are below expectations in any given period, the adverse impact on results of operations may be magnified by our inability to meaningfully adjust spending in certain areas, or the inability to adjust spending quickly enough, as in personnel and administrative costs, to compensate for a sales shortfall. We may also choose to increase spending in response to market conditions, and these decisions may have a material adverse effect on financial condition and results of operations.






         15

  Table of Contents



Liquidity and Capital Resources

The following table summarizes our cash flows:





                                                 Year ended
                                                  June 30,
                                               2022        2021
                                               (in thousands)

Cash flow data from continuing operations: Cash provided by operating activities $ 387 $ 540 Cash used in investing activities

$    (52 )   $ (210 )
Cash used in financing activities            $   (453 )   $ (505 )

As of June 30, 2022, our cash and cash equivalents totaled $858,870 compared to $976,794 in cash and cash equivalents as of June 30, 2021.





Operating Activities


Net cash provided by operating activities primarily consists of the net income adjusted for certain non-cash items, including depreciation, stock-based compensation, PPP loan forgiveness (2021), and the effect of changes in operating assets and liabilities. Net cash provided by operating activities decreased from the prior year due to the net income from operations, offset, in part, by a decrease in inventory.





Investing Activities


Cash used in investing activities in the year ended June 30, 2022 was primarily for production equipment purchases, software development work, purchase of computer equipment and in the year ended June 30, 2021 was primarily for software development work, purchase of production equipment, and computer equipment.





Financing Activities



Cash used in financing activities in the year ended June 30, 2022 was primarily due to repayment of secured and unsecured notes payable and equipment notes payable offset in part by borrowings through unsecured notes payable.

Cash provided by financing activities in the year ended June 30, 2021 was primarily due to repayment of secured and unsecured notes payable and equipment notes payable offset in part by borrowings through secured and unsecured notes payable.





Inflation




During fiscal 2021 and 2022, we experienced increases in various raw material costs and increases in labor costs. We believe these pricing pressures have not stabilized and will continue to increase throughout fiscal 2023, although there is no assurance this will occur. Inflation can harm our margins and profitability if we are unable to increase prices or improve productivity enough to offset the effects of inflation in our cost base. Furthermore, if our customers reduce their levels of spending in response to increases in retail prices and/or we are unable to pass such cost increases to our customers, our revenues and our profit margins may decrease.






         16

  Table of Contents




Capital Resources


We expect total capital expenditures for fiscal 2023 to be less than $150,000 and to be funded by equipment loans and, to a lesser extent, anticipated operating cash flows and borrowings under the line of credit with Advance Financial Corporation. This includes capital expenditures in support of our normal operations.

If our business plans and cost estimates are inaccurate and our operations require additional cash or if we deviate from our current plans, we could be required to seek additional debt financing for particular projects or for ongoing operational needs. This indebtedness could harm our business if we are unable to obtain additional financing on reasonable terms. In addition, any indebtedness we incur in the future could subject us to restrictive covenants limiting our flexibility in planning for, or reacting to changes in, our business. If we do not comply with such covenants, our lenders could accelerate repayment of our debt or restrict our access to further borrowings, which in turn could restrict our operating flexibility and endanger our ability to continue operations.

Off-Balance Sheet Arrangements

We do not use off-balance sheet arrangements with unconsolidated entities or related parties, nor do we use other forms of off-balance sheet arrangements. Accordingly, our liquidity and capital resources are not subject to off-balance sheet risks from unconsolidated entities. As of June 30, 2022, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

Effect of Recently Issued Accounting Standards and Estimates

We do not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, will have a material effect on our consolidated financial position, results of operations, or cash flows.

Application of Critical Accounting Policies and Estimates

Our consolidated financial statements included under Item 8 in this report have been prepared in accordance with GAAP. Our significant accounting policies are described in the notes to our consolidated financial statements. The preparation of financial statements in accordance with GAAP requires that we make estimates and assumptions that affect the amounts reported in our financial statements and their accompanying notes. We have identified certain policies that we believe are important to the portrayal of our financial condition and results of operations. These policies require the application of significant judgment by our management. We base our estimates on our historical experience, industry standards, and various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions. An adverse effect on our financial condition, changes in financial condition, and results of operations could occur if circumstances change that alter the various assumptions or conditions used in such estimates or assumptions. Our critical accounting policies include those listed below.





Revenue Recognition



We record revenue based on the five-step model which includes: (1) identifying the contract with the customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when the performance obligations are satisfied. Substantially all of our revenue is generated by fulfilling orders for the purchase of manufactured products and product purchased for resale to retailers, wholesalers, or direct to consumers via online channels, with each order considered to be a distinct performance obligation. These orders may be formal purchase orders, verbal phone orders, e-mail orders or orders received online. Shipping and handling activities for which we are responsible under the terms and conditions of the order are not accounted for as performance obligations but as fulfillment costs. These activities are required to fulfill our promise to transfer the goods and are expensed when revenue is recognized. The impact of this policy election is insignificant as it aligns with our current practice.






         17

  Table of Contents



Revenue is measured as the net amount of consideration expected to be received in exchange for fulfilling a performance obligation. We have elected to exclude sales, use and similar taxes from the measurement of the transaction price. The impact of this policy election is insignificant, as it aligns with our current practice. The amount of consideration expected to be received and revenue recognized includes estimates of variable consideration, which includes costs for trade promotion programs, coupons, returns, and early payment discounts. Such estimates are calculated using historical averages adjusted for any expected changes due to current business conditions and experience. We review and update these estimates at the end of each reporting period and the impact of any adjustments are recognized in the period the adjustments are identified. In assessing whether collection of consideration from a customer is probable, we consider the customer's ability and intent to pay that amount of consideration when it is due. Payment of invoices is due as specified in the underlying customer agreement, typically 30 days from the invoice date, which occurs on the date of transfer of control of the products to the customer. Revenue is recognized at the point in time that control of the ordered products is transferred to the customer. Generally, this occurs when the product is delivered, or in some cases, picked up from one of our distribution centers by the customer.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts to reflect our estimate of current and past due receivable balances that may not be collected. The allowance for doubtful accounts is based upon our assessment of the collectability of specific customer accounts, the aging of accounts receivable and our history of bad debts. We believe that the allowance for doubtful accounts is adequate to cover anticipated losses in the receivable balance under current conditions. However, significant deterioration in the financial condition of our customers, resulting in an impairment of their ability to make payments, could materially change these expectations and an additional allowance may be required.





Inventories


We value inventory at the lower of cost or net realizable value on an item-by-item basis and establish reserves equal to all or a portion of the related inventory to reflect situations in which the cost of the inventory is not expected to be recovered. This requires us to make estimates regarding the net realizable value of our inventory, including an assessment for excess and obsolete inventory. Once we establish an inventory reserve amount in a fiscal period, the reduced inventory value is maintained until the inventory is sold or otherwise disposed of. In evaluating whether inventory is stated at the lower of cost or net realizable value, management considers such factors as the amount of inventory on-hand, the estimated time required to sell such inventory, the foreseeable demand within a specified time horizon and current and expected market conditions. Based on this evaluation, we record adjustments to cost of goods sold to adjust inventory to its net realizable value. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from actual requirements if future economic conditions, customer demand or other factors differ from expectations. Finished goods and goods in process include a provision for manufacturing overhead, including depreciation.





Accounting for Income Taxes


We utilize the asset and liability method of accounting for income taxes. We recognize deferred tax liabilities or assets for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. We regularly assess the likelihood that our deferred tax assets will be recovered from future taxable income. We consider projected future taxable income and ongoing tax planning strategies in assessing the amount of the valuation allowance necessary to offset our deferred tax assets that will not be recoverable. We have recorded and continue to carry a full valuation allowance against our gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period. If we determine in the future that it is more likely than not that we will realize all or a portion of our deferred tax assets, we will adjust our valuation allowance in the period we make the determination. We expect to provide a full valuation allowance on our future tax benefits until we can sustain a level of profitability that demonstrates our ability to realize these assets. At June 30, 2022, we carried a valuation allowance of $1.9 million against our net deferred tax assets.






         18

  Table of Contents



Impairment of Long-Lived Assets

We assess the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flows the asset or asset group is expected to generate. If an asset or asset group is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized.

In fiscal year 2021 and 2022, we did generate positive cash flows from operations. However, if our long-term future results do not continue to yield positive cash flows in excess of the carrying amount of our long-lived assets, we would anticipate possible future impairments of those assets.

Considerable management judgment is necessary in estimating future cash flows and other factors affecting the valuation of long-lived assets, including the operating and macroeconomic factors that may affect them. We use historical financial information, internal plans and projections and industry information in making such estimates.





Non-GAAP Financial Measures



Reconciliation of net income to Adjusted EBITDA for the years ended June 30,
2022 and 2021:



                                               Year ended June 30,
                                                2022           2021
                                                  (in thousands)
Net income                                   $      604       $ 2,563
Plus interest expense and financing costs           342           375
Plus depreciation and amortization expense          306           220
Plus stock-based compensation expense                24            15
Adjusted EBITDA                              $    1,276       $ 3,173

As used herein, Adjusted EBITDA represents net income before interest income, interest expense and financing costs, depreciation, and stock-based compensation expense. We have excluded the non-cash expenses and stock-based compensation expense as they do not reflect the cash-based operations of the Company. Adjusted EBITDA is a non-GAAP financial measure which is not required by or defined under GAAP. The presentation of this financial measure is not intended to be considered in isolation or as a substitute for the financial measures prepared and presented in accordance with GAAP, including the net income of the Company or net cash provided by operating activities.

Management recognizes that non-GAAP financial measures have limitations in that they do not reflect all of the items associated with the Company's net income as determined in accordance with GAAP, and are not a substitute for or a measure of the Company's profitability or net earnings. Adjusted EBITDA is presented because we believe it is useful to investors as a measure of comparative operating performance and liquidity, and because it is less susceptible to variances in actual performance resulting from depreciation and amortization and non-cash charges for stock-based compensation expense and loss on disposal of assets.

© Edgar Online, source Glimpses