FORM 10-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2009
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 0-22982
NAVARRE CORPORATION
(Exact name of registrant as specified in its charter)
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Minnesota
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41-1704319 |
(State or other jurisdiction of
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(IRS Employer |
incorporation or organization)
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Identification No.) |
7400 49th Avenue North, New Hope, MN 55428
(Address of principal executive offices)
(763) 535-8333
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of each exchange on which registered |
Common Stock, No par value
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The NASDAQ Global Market |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
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 requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
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 the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o No þ
The aggregate market value of the registrants Common Stock, no par value per share, held by
non-affiliates of the registrant as of September 30, 2008 was approximately $48,016,165 (based on
the closing price of such stock as quoted on The NASDAQ Global Market of $1.44 on such date).
The number of shares outstanding of the registrants Common Stock, no par value per share, was
36,260,116 as of June 8, 2009.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference to portions of the registrants Proxy Statement for
the 2009 Annual Meeting of Shareholders.
NAVARRE CORPORATION
FORM 10-K
TABLE OF CONTENTS
2
PART I
Item 1 Business
Overview
Navarre Corporation is a publisher and distributor of physical and digital home entertainment
and multimedia products, including PC software, DVD video, video games and accessories. Since our
founding in 1983, we have established distribution relationships with major retailers including
Best Buy, Wal-Mart/Sams Club, Target, Staples and Costco Wholesale Corporation, and we distribute
to more than 19,000 retail and distribution center locations throughout the United States and
Canada. We believe our established relationships throughout the supply chain, our broad product
offering and our distribution facility, permit us to offer these products to our retail customers
and to provide access to a retail channel for the publishers of such products.
Historically, our business has focused on providing distribution services for third party
vendors. Over the past several years, we have expanded our business to include the licensing and
publishing of home entertainment and multimedia content, primarily through the acquisition of
publishers in select markets. By expanding our product offerings through such acquisitions, we
believe we can leverage both our sales experience and distribution capabilities to drive increased
retail penetration and more effective distribution of such products, and enable content developers
and publishers that we acquire to focus more on their core competencies.
Information About Our Segments
Our business is divided into two segments Publishing and Distribution.
Publishing. Through our publishing business, which generally has higher gross margins than our
distribution business, we own or license various PC software and DVD video titles, and other
related merchandising and broadcasting rights. Our publishing business packages, brands, markets
and sells directly to retailers, third party distributors and our distribution business. Our
publishing business currently consists of Encore Software, Inc. (Encore), FUNimation Productions,
Ltd. (FUNimation) and BCI Eclipse Company, LLC (BCI). Encore, which we acquired in July 2002,
licenses and publishes entertainment, personal productivity, genealogy, system utility, education
and value products, including titles such as Print Shop, Print Master, Mavis Beacon Teaches Typing,
Family Tree Maker, Diner Dash, Monopoly, Scrabble, Wheel of Fortune, Panda Securities and Hoyle PC
Gaming products. FUNimation, acquired on May 11, 2005, is the leading anime content provider in
the United States. FUNimation licenses and publishes titles such as Dragon Ball Z, Fullmetal
Alchemist, Trinity Blood, Samurai 7, Afro Samurai, Black Blood Brothers, Claymore, D. Gray-man,
Darker Than Black, One Piece, Shin Chan, and Robotech The Shadow Chronicles. Our digital strategy
consists primarily of the sale of home video titles through online digital retailers such as
iTunes. The Company also continues to explore additional digital distribution opportunities for our
other product categories. In fiscal 2009, BCI began winding down its licensing operations related
to budget DVD video.
Distribution. Through our distribution business, we distribute and provide fulfillment
services in connection with a variety of finished goods that are provided by our vendors, which
include PC software, DVD video, video games, accessories, independent music labels (through May
2007), and our publishing business. These vendors provide us with products which we, in turn,
distribute to our retail customers. Our distribution business focuses on providing vendors and
retailers with a range of value-added services including: vendor-managed inventory, Internet-based
ordering, electronic data interchange (EDI) services, fulfillment services and retailer-oriented
marketing services. Our vendors include Symantec Corporation, Kaspersky Lab, Inc., Adobe Systems
Incorporated, Trend Micro, Incorporated, Webroot Software, Inc., Warner Bros. Home Entertainment
Inc., LucasArts Entertainment Company, Square Enix USA, Inc., McAfee, Inc., Corel Corporation and
our publishing business.
On May 31, 2007, the Company sold its wholly-owned subsidiary, Navarre Entertainment Media,
Inc. (NEM) to an unrelated third party. NEM operated the Companys independent music
distribution activities. The Company has presented the independent music distribution business as
discontinued operations. As part of this transaction, the Company recorded a gain during fiscal
2008 of $6.1 million ($4.6 million net of tax), which included severance and legal costs of
$339,000 and other direct costs to sell of $842,000. The gain is included in Gain on sale of
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discontinued operations in the Consolidated Statement of Operations. For the fiscal years
ended March 31, 2008 and 2007, net sales for NEM were $5.2 million and $53.6 million, respectively.
This transaction divested the Company of all its independent music distribution activities.
Business Strategy
We seek to grow our publishing and distribution businesses through a combination of organic
growth and targeted acquisitions, intended to leverage the complementary strengths of our
businesses. We intend to execute this strategy as follows:
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Acquisitions of Attractive Content. We seek to continue to expand our publishing
business through the development or licensing of well-established titles or other
attractive content. We believe these acquisitions and/or licenses will help position us to
increase our net sales in our publishing business, which historically has had higher
margins than our distribution business, and will allow us to distribute additional home
entertainment and multimedia content through our distribution business. In addition, we
believe that by allowing the management of these publishing companies to focus on content
licensing and marketing rather than on distribution operations, they will be able to devote
more time and greater resources to their core competency, publishing. We believe that
leveraging the core assets and strengths of our distribution business will provide broader
retail penetration, distribution expertise and other services for our content and increase
sales of our publishing products. |
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Distribute a Broader Range and Larger Volume of Products. We seek to distribute a
broader range and larger volume of home entertainment and multimedia products to our retail
customers by providing a broad selection of products and capitalizing on our customer
relationships. We seek to capture additional business from new and existing retail
customers by providing them with a lower all-in cost of procuring merchandise and getting
product to retailers shelves through efficient distribution. We expect that providing
additional products to retailers will enable us to gain category management opportunities
and enhance our reputation for product distribution expertise. We believe our strategic
account associates located throughout the United States and Canada will help position us to
improve the retail penetration of our published products to new and existing retail
customers. |
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Integrating Our Technology and Systems with Retailers and Vendors. We seek to enhance
the link in the supply chain between us and our vendors and retail customers through the
integration of our respective information and technology systems, including inventory
management tools, replenishment systems and point-of-sale information. We believe this
integration will lead to better in-stock levels of product, improved on-time arrivals of
product to the customer, enhanced inventory management and lower return rates for our
customers, thereby strengthening customer relationships. |
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Providing Value-Added Services. Due to increasing retailer logistic needs and demands
and the current economic environment, we believe many publishers will continue to decide
whether to spend additional resources to update their distribution capabilities or to
select a distributor, such as us, who intends to offer such services. We believe
implementing and offering efficiencies and technological improvements should position us to
capture additional business from existing and new publishers. |
Our overall goal is to create a structure that leverages the complementary strengths of our
businesses: publishing, which provides brand management and marketing, licensing, and home video
sales; and distribution, which provides enhanced distribution, logistics and customer relations.
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Competitive Strengths
We believe we possess the following competitive strengths:
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Value-Added Services. We offer a wide range of distribution services and procurement
solutions intended to capitalize on our broad understanding of the products we distribute,
the procurement process and the supply chain, as well as our logistics expertise and
systems capabilities. We believe our distribution infrastructure enables us to provide
customized procurement programs for our retail customers at a lower overall cost than many
of our competitors. In addition, we believe our information technology systems provide
cost-effective interfacing with our customers information technology systems, supporting
integration of the procurement process. We believe our focus on providing customer-specific
and cost-effective solutions is a key benefit that we provide to our retail customers. |
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Broad Product Offering. We provide our retail customers with a broad selection of home
entertainment and multimedia products that we believe allows us to better serve their home
entertainment and multimedia product requirements. In addition, we regularly survey the
markets we serve for new products with significant retail potential, that come from
publishers we currently have relationships with as well as from those for which we have not
distributed previously. |
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Established Content in our Publishing Business. We currently license a number of
well-known home entertainment and multimedia titles. Encore publishes leading titles in the
personal productivity, education, family entertainment and system utilities software
categories, including Print Shop, Print Master, Family Tree Maker, Mavis Beacon Teaches
Typing, Monopoly, Wheel of Fortune, Diner Dash, Panda Securities and Hoyle PC Gaming
products. Through FUNimation we also license and distribute a portfolio of established
anime titles in the United States, including Dragon Ball Z, Fullmetal Alchemist, Trinity
Blood, Samurai 7, Afro Samurai, One Piece, Shin Chan and Robotech The Shadow Chronicles.
FUNimation also distributes live action films such as Shinobi, Genghis Khan, Love and Honor
and Hana. |
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Established Relationships with Publishers and Retailers. Since our founding in 1983, we
have established distribution relationships with major retailers including Best Buy,
Wal-Mart/Sams Club, Target, Staples and Costco Wholesale Corporation, and we distribute to
more than 19,000 retail and distribution center locations throughout the United States and
Canada. We believe our strong relationships throughout the supply chain, broad product
offering and our distribution facility permit us to offer our products to our retail
customers and provide access to a retail channel for publishers of these products. We
believe our relationships with leading publishers and our efficient distribution of their
products should provide opportunities for us to secure distribution rights to leading
products in the future. We believe these relationships give us a competitive advantage in
the markets in which we operate and provide us with attractive channels to distribute
current and future products offered by our publishing business. |
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Efficient Operations and Operating Leverage. We believe our competitive position is
enhanced by the extensive use of automation and technology in our distribution facility and
our enterprise resource planning (ERP) system which is anticipated to further enhance the
efficiency of our operations. We also utilize centralized purchasing, accounting and
information systems and economies of scale to maintain efficient operations. The location
and size of our warehouse facility adjacent to our corporate headquarters provides us with
the ability to efficiently service our vendors and retail customers, and the capacity to
increase the number of products we distribute. |
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Distribution Markets
PC Software
According to The NPD Group, the PC software industry achieved $3.3 billion in sales on a
trailing 12 month basis ended December 31, 2008. The category that experienced an increase during
this time period was business products.
We presently have relationships with PC software publishers such as Symantec Corporation,
Kaspersky Lab, Inc., Adobe Systems, Inc., Trend Micro, Inc. and Webroot Software, Inc. These
relationships are important to our distribution business and during the fiscal year ended March 31,
2009 each of these publishers accounted for more than $30.0 million in revenues. In the case of
Symantec, net sales accounted for approximately $104.0 million, $95.0 million and $81.9 million in
the fiscal years ended March 31, 2009, 2008 and 2007, respectively.
While we have agreements in place with our major suppliers, they are generally short-term in
nature, with terms of one to three years. They typically cover the right to distribute in the
United States and Canada, do not restrict the publisher from distributing their products through
other distributors or directly to retailers and they do not guarantee product availability to us
for distribution. Our agreements with these publishers provide us the ability to purchase products
at a reduced wholesale price and allow us to provide a variety of distribution and fulfillment
services in connection with the products. We continue our attempts to increase market share in the
PC software industry by expanding our publisher and customer relationships.
Video Games Software and Accessories
According to The NPD Group, sales in the video games software and accessories industry were
$21.0 billion in 2008 compared to $17.9 billion in 2007. According to industry sources, the
installed base of video game consoles in North America is expected to grow to approximately 275.1
million users in 2013 compared to 133.3 million users in December 2008.
We continued to expand our distribution of console-based video games in fiscal 2009. Our
relationships with video game vendors such as Warner Home Video Games, Lucas Arts Entertainment,
Square Enix, USA, Southpeak, Disney Interactive and Bethesda and are important to this category of
our distribution business.
Home Video
According to industry sources, U.S. home video industry sales totaled $22.4 billion in 2008
compared to $23.7 billion in 2007.
Our relationships with Warner Home Video, Buena Vista Home Video, Lionsgate and
20th Century Fox are important to our major studio home video distribution business.
Independent Label Music
Until the May 2007 divestiture of NEM, we were one of a limited number of large, independent
distribution companies that represented independent labels exclusively on a regional or national
basis. These companies provide products and services to the nations leading music specialty stores
and wholesalers.
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Customers
Since our founding in 1983, we have established relationships with retailers across mass
merchant, specialty and wholesale club channels, including Best Buy, Wal-Mart/Sams Club, Target,
Staples and Costco Wholesale Corporation. We annually sell and distribute products to more than
19,000 retail and distribution center locations throughout the United States and Canada. While a
major portion of our revenues are generated from these major retailers, we also supply products to
smaller independent retailers and through our business-to-business site located at
www.navarre.com. References to our website are not intended to and do not incorporate
information on the website into this Annual Report. See Navarres Distribution Business
Model-E-Commerce. Through these sales channels, we seek to ensure a broad reach of product
throughout the country in a cost-efficient manner.
In each of the past several years, we have had a small number of customers that each accounted
for 10% or more of our net sales. During the fiscal years ended March 31, 2009, 2008 and 2007,
sales to two customers, Best Buy and Wal-Mart/Sams Club, accounted for approximately 35% and 16%,
31% and 13%, and 23% and 11%, respectively, of our total net sales. The increase in net sales to
Best Buy resulted primarily from the sale of new product lines to this customer.
Navarres Publishing Business Model
In July 2002, we acquired Encore, a publisher of PC products and an exclusive owner or
licenser and producer of PC/DVD/video products. Encore has an exclusive North American publishing
agreement with Riverdeep, Inc. (Riverdeep) for the sales and marketing of Riverdeeps interactive
products in the productivity markets, that includes all products published under the Broderbund
Brand. Encore also has exclusive licensing agreements with The Generations Network, Sony Online
Entertainment, Hasbro, Panda Securities, and The United States Playing Card Company, Inc.
FUNimation, acquired on May 11, 2005, is the leading anime content provider in the United States.
In November 2003, we acquired BCI, a provider of niche DVD/video and audio products, however in
fiscal 2009, BCI began winding down its licensing operations related to budget DVD video.
Encore
Encore publishes leading titles in the desktop publishing, family entertainment, education,
system utilities, productivity and value software categories, including: Print Shop, Print Master,
Family Tree Maker, Mavis Beacon Teaches Typing, Monopoly, Scrabble, Wheel of Fortune, Diner Dash,
Panda Securities and Hoyle PC Gaming products.
Encore focuses on retail and direct to consumer sales by marketing its licensed content,
without the distraction and financial risk of significant content development. The benefit to our
licensed vendors is that they can focus on their core competencies of content and brand
development.
Encore continues to evaluate emerging PC software brands that have the potential to become
successful franchises. Encore also continues to focus on establishing relationships with developed
brands that are seeking to change their business models.
Encores strategy is to continue to license quality branded PC software titles. It has
experience in signing single-brand products as well as taking on multiple titles in single
agreements, as demonstrated by the signing of the Broderbund, Panda and Hoyle publishing
agreements.
FUNimation
FUNimation is the leading content provider in the United States market for anime, which it
licenses from Japanese rights holders, and translates and adapts the content for television
programming and home videos, primarily targeting audiences between the ages of 18 and 34.
FUNimation leverages its licensed content into various revenue streams, including television
broadcast, DVD home video distribution, and licensing of merchandising rights for toys, video games
and trading cards. FUNimations licensed titles include Dragon Ball Z, Fullmetal Alchemist, Trinity
Blood, Samurai 7, Basilisk, Yu Yu Hakusho, Negima, Afro Samurai, Shin Chan, Black Blood Brothers,
Claymore, Darker Than Black, and Robotech The Shadow Chronicles.
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Based on its own market research, FUNimation identifies properties that it believes can be
successfully adapted to the U.S. anime market. This market research generally involves analyzing
television ratings, merchandise sales trends, home video sales, anime magazines and popularity
polls in both the U.S. and Japanese markets. After identifying a property that has the potential
for success in the United States, FUNimation seeks to capitalize on its relationships with Japanese
rights holders and its reputation as a content provider of anime in the United States to obtain the
commercial rights to such property, primarily for television programming, home video distribution
and merchandising.
Home Video Distribution. FUNimation seeks to increase the revenue derived from its
licensed properties through home video distribution. While a majority of its home videos are sold
directly to major retail chains, they are also distributed digitally.
Broadcast. For television programming, FUNimation translates and adapts its licensed
anime titles to conform to U.S. television programming standards. FUNimation performs most of its
production work in-house at its production facility in a suburb of Dallas/Fort Worth, Texas.
Licensing and Merchandising. Over the years, FUNimation has developed a network of
over 200 license partners for the merchandising of toys, video games, apparel, trading and
collectible card games and books. FUNimation manages its properties in order to provide a
consistent and accurate portrayal throughout the marketplace.
Retail Sales and Web Sites. FUNimation operates websites devoted to the anime fan
base. Typically, as part of its brand management strategy, FUNimation will develop an interactive
site for each licensed property. These sites provide information about upcoming episodes and the
characters associated with the show. In addition, FUNimations products can be purchased through
its internet store, which offers downloadable videos, as well as home videos and licensed
merchandise.
BCI
BCI developed, licensed, packaged and marketed entertainment video and audio products. In
fiscal 2009, BCI began winding down its licensing operations related to budget DVD video.
Navarres Distribution Business Model
Vendor Relationships
We view our vendors as customers and work to manage retail relationships to make their
business easier and more productive. By doing so, we believe our reputation as a service-oriented
organization has helped us expand our vendor roster. We believe companies such as Symantec
Corporation, Kaspersky Lab, Inc., Adobe Systems Incorporated, Trend Micro, Incorporated, Webroot
Software, Inc., Warner Bros. Home Entertainment Inc., LucasArts Entertainment Company, Square Enix
USA, Inc., McAfee, Inc. and Corel Corporation have been added to our vendor roster because of our
reputation as a service-driven organization.
Furthermore, our dedication to smaller, second-tier vendors has helped to complement our
vendor roster. We provide these vendors the opportunity to access shelf space and assist in the
solicitation, logistics, promotion and management of products. We also conduct one-on-one meetings
with smaller vendors to give them the opportunity to establish crucial business relationships with
our retail customers.
Retail Services
Along with the value added sales functions we provide to vendors, we also have the ability to
customize shipments to each individual customer. With respect to certain customers, we provide
products on a consignment basis, which allows the vendors of these products to receive placement at
retail while minimizing inventory costs to our customers, and in some cases to Navarre. In the case
of the warehouse club channel, we may pre-sticker multiple different labels, based on the
vendor/customer preference. We assemble creative marketing programs, which include pallet programs,
product bundles and specialized packaging. We also create multi-vendor assortments for the club
channel, providing the retailer with a broad assortment of products. Our marketing and creative
services
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department designs and produces a variety of advertising vehicles including in-store flyers,
direct mail pieces and magazine/newspaper ads, as well as free standing displayers for retail.
We are committed to offering first-rate information flow for all vendors. We understand the
importance of sharing sell-through, inventory, sales forecasts, promotional forecasts, SKU status
and all SKU data with the respective vendor. We provide the aforementioned information via a secure
online portal for vendors. Furthermore, each individual account manager has account-specific
information that is shared on a regular basis with appropriate vendors. We also accommodate
specialized reporting requests for our vendors, which we believe helps in the management of their
business.
Warehouse Systems
A primary focus of our distribution business is logistics and supply chain management. As
customer demands become more sophisticated, we have continued to update our technology. With our
returns processing system, we process returns and issue both credit and vendor deductions
efficiently and timely. We believe our inventory system offers adequate in-stock levels of product,
on-time arrivals of product to the customer, inventory management and acceptable return rates,
thereby strengthening our customer relationships.
E-Commerce
During fiscal year 2009, we continued to expand the number of electronic commerce
(e-commerce) customers for whom we perform fulfillment and distribution. Our business-to-business
web-site www.navarre.com integrates on-line ordering and deployment of text and visual
product information, and has been enhanced to allow for easier user navigation and ordering.
References to our website are not intended to and do not incorporate information on the website
into this Annual Report.
Competition
All aspects of our business are highly competitive. Our competitors include other national and
regional businesses, as well as some suppliers that sell directly to retailers. Certain of these
competitors have substantially greater financial and other resources than we do. Our ability to
effectively compete in the future depends upon a number of factors, including our ability to:
obtain exclusive national distribution contracts; obtain proprietary publishing rights with various
rights holders and brand owners; maintain our margins and volume; expand our sales through a varied
range of products and personalized services; anticipate changes in the marketplace including
technological developments and consumer interest in our proprietary products; and maintain
operating expenses at an appropriate level.
We face competition from a number of distributors including Ingram Micro, Inc., Ingram
Entertainment, Tech Data Corporation and Activision, as well as from manufacturers and publishers
that sell directly to retailers. Encores competitors include: Topics Entertainment,
Nova/Avanquest, Valusoft, and Phantom EFX. FUNimations competitors include: Viz Media, Bandai,
ADV Films, Sony Pictures, and Media Blasters.
We believe competition in all of our businesses will remain intense. The Company believes that
the keys to our growth and profitability include: (i) customer service, (ii) continued focus on
improvements and operating efficiencies, (iii) the ability to license and develop proprietary
products, and (iv) the ability to attract desirable content and additional suppliers, studios and
software publishers.
Backlog
Because a substantial portion of our products are shipped in response to orders, we do not
maintain any significant backlog.
Environmental Matters
We do not anticipate any material effect on our capital expenditures, earnings or competitive
position due to compliance with government regulations involving environmental matters.
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Employees
As of March 31, 2009, we had 569 employees, including 139 in administration, finance,
merchandising and licensing, 83 in sales and marketing and 347 in production and distribution.
These employees are not subject to collective bargaining agreements and are not represented by
unions. We consider our relations with our employees to be good.
Capital Resources Financing
See further disclosure in Part II, Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations Liquidity and Capital Resources.
Available Information
We also make available, free of charge, in the Investors SEC Filings section of our
website, www.navarre.com, annual, quarterly and current reports (and amendments thereto)
that we may file or furnish to the Securities and Exchange Commission (SEC) pursuant to Sections
13(a) or 15(d) of Securities Act of 1934 as soon as reasonably practicable after our electronic
filing. In addition, the SEC maintains a website containing these reports that can be located at
http://www.sec.gov. These reports may also be read and copied at the SECs Public Reference
Room at 100 Fifth Street, NE, Washington, D.C. 20549. Information on the operation of the Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0300. References to our website are
not intended to and do not incorporate information on the website into this Annual Report.
10
Executive Officers of the Company
The following table sets forth our executive officers and certain management as of June 9,
2009:
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Position |
Cary L. Deacon
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57 |
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President and Chief Executive Officer |
J. Reid Porter
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60 |
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Executive Vice President, Chief Financial Officer |
Joyce Fleck
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56 |
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President of Navarre Distribution |
Calvin Morrell
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53 |
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President of Encore |
Gen Fukunaga
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48 |
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Chief Executive Officer and President of FUNimation |
John Turner
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55 |
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Senior Vice President of Global Logistics |
Ryan F. Urness
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37 |
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General Counsel and Secretary |
Cary L. Deacon has been President and Chief Executive Officer since March 31, 2007. He
previously served as the President and Chief Operating Officer, Publishing since August 2005. Prior
to this, Mr. Deacon was the Corporate Relations Officer since joining the Company in September
2002. Previously, he held executive positions at NetRadio Corporation, SkyMall, Inc. and
ValueVision International, Inc.
J. Reid Porter has been Executive Vice President and Chief Financial Officer since joining the
Company in December 2005. From October 2001 to October 2004, Mr. Porter, served as Executive Vice
President and Chief Financial Officer of IMC Global Inc., a leading producer and marketer of
concentrated phosphate and potash for the agricultural industry. From 1998 to October 2001, Mr.
Porter served as Vice President and partner of Hidden Creek Industries and Chief Financial Officer
of Heavy Duty Holdings, partnerships in the automotive-related and heavy-duty commercial vehicle
industries, respectively. Previously, he held executive positions at Andersen Windows, Onan
Corporation and McGraw-Edison Company, Inc.
Joyce Fleck has been President of Navarre Distribution since March 2008. She previously served
as the Vice President of Sales and Marketing since July 2005. Prior to this, Ms. Fleck served as
Vice President of Marketing since January 2000. She joined the Company in May 1999 as Director of
Marketing. Prior to joining Navarre she held divisional marketing and merchandising positions and
senior buying positions at The Musicland Group and Grow Biz International.
Calvin Morrell has been the President of Encore since joining the Company in April 2008. Prior
to joining Navarre, Mr. Morrell was responsible for sales, marketing, business development and
operations at Macrovision and TryMedia. Mr. Morrells previous experience also includes Vice
President of Marketing at Interplay. Mr. Morrell began his career at IBM where he worked for 18
years holding a number of positions, including Director of IBM Multimedia Studios.
Gen Fukunaga is the Chief Executive Officer and President of FUNimation Productions, Ltd., and
has served in that role since May 2005, when the Company acquired FUNimation. Mr. Fukunaga
co-founded FUNimation in 1994 and has served as its President from its founding. Prior to starting
FUNimation, Mr. Fukunaga served as Product Manager of Software Development Tools for Tandem
Computers. Previously, Mr. Fukunaga held a strategic consulting position with Andersen Consulting.
John Turner has been Senior Vice President of Global Logistics since September 2003. He
previously served as Senior Vice President of Operations since December 2001, and Vice President of
Operations since joining the Company in September 1995. Prior to joining Navarre, Mr. Turner was
Senior Director of Distribution for Nordic Track in Chaska, MN and he also previously held various
positions in logistics in the United States and in the United Kingdom.
Ryan F. Urness has been General Counsel of Navarre since July 2004 and Secretary of Navarre
since May 2004. He previously served as Assistant Secretary of Navarre since February 2004 and as
Corporate Counsel since January 2003. Prior to joining Navarre, a significant portion of Mr.
Urness efforts were engaged in various matters for the Company as outside legal counsel in the
Minneapolis, Minnesota office of Winthrop & Weinstine, P.A. Mr. Urness is a graduate of the
University of St. Thomas and William Mitchell College of Law.
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Item 1A Risk Factors
FORWARD-LOOKING STATEMENTS / RISK FACTORS
We make written and oral statements from time to time regarding our business and prospects,
such as projections of future performance, statements of managements plans and objectives,
forecasts of market trends, and other matters that are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Statements containing the words or phrases will likely result, are expected to, will
continue, is anticipated, estimates, projects, believes, expects, anticipates,
intends, target, goal, plans, objective, should or similar expressions identify
forward-looking statements, which may appear in documents, reports, filings with the Securities and
Exchange Commission, including this Annual Report, news releases, written or oral presentations
made by officers or other representatives made by us to analysts, shareholders, investors, news
organizations and others and discussions with management and other representatives of us. For such
statements, we claim the protection of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995.
Our future results, including results related to forward-looking statements, involve a number
of risks and uncertainties. No assurance can be given that the results reflected in any
forward-looking statements will be achieved. Any forward-looking statement made by or on behalf of
us speaks only as of the date on which such statement is made. Our forward-looking statements are
based on assumptions that are sometimes based upon estimates, data, communications and other
information from suppliers, government agencies and other sources that may be subject to revision.
Except as required by law, we do not undertake any obligation to update or keep current either (i)
any forward-looking statement to reflect events or circumstances arising after the date of such
statement, or (ii) the important factors that could cause our future results to differ materially
from historical results or trends, results anticipated or planned by us, or which are reflected
from time to time in any forward-looking statement which may be made by or on behalf of us.
In addition to other matters identified or described by us from time to time in filings with
the SEC, there are several important factors that could cause our future results to differ
materially from historical results or trends, results anticipated or planned by us, or results that
are reflected from time to time in any forward-looking statement that may be made by or on behalf
of us. Some of these important factors, but not necessarily all important factors, include the
following:
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Risks Relating To Our Business And Industry
We derive a substantial portion of our total net sales from two customers. A reduction in sales to
either of these customers, or another significant customer, could have a material adverse effect on
our net sales and profitability.
For the fiscal year ended March 31, 2009, net sales to Best Buy and Wal-Mart/Sams Club,
represented approximately 35% and 16%, respectively, of our total net sales, and, in the aggregate,
approximately 51% of our total net sales. For the fiscal year ended March 31, 2008, net sales to
Best Buy and Wal-Mart/Sams Club accounted for approximately 31% and 13%, respectively, of our
total net sales, and, in the aggregate, approximately 44% of our total net sales. For the fiscal
year ended March 31, 2007, net sales to Best Buy and Wal-Mart/Sams Club accounted for
approximately 23% and 11%, respectively, of our total net sales, and, in the aggregate,
approximately 34% of our total net sales. Substantially all of the products we distribute to these
customers are supplied on a non-exclusive basis under arrangements that may be cancelled without
cause and upon short notice, and our retail customers generally are not required to make minimum
purchases. If we are unable to continue to sell our products to either of these customers or are
unable to maintain our sales to these customers at current levels and cannot find other customers
to replace these sales, there would be an adverse impact on our net sales and profitability. We
believe sales to these customers will continue to represent a significant percentage of our total
net sales and there can be no assurance that we will continue to recognize a significant amount of
revenue from sales to any specific customer.
The loss of a significant vendor or manufacturer or a decline in the popularity of its products
could negatively affect our product offerings and reduce our net sales and profitability.
A significant portion of our increase in net sales in recent years has been due to increased
sales of PC software provided by software publishers such as Symantec Corporation, Kaspersky Lab,
Inc., Adobe Systems, Inc., Trend Micro, Inc. and Webroot Software, Inc. During the fiscal year
ended March 31, 2009 each of these publishers accounted for more than $30.0 million of our net
sales. Symantec products accounted for approximately $104.0 million, $95.0 million and $81.9
million in net sales in the fiscal years ended March 31, 2009, 2008 and 2007, respectively. While
we have agreements in place with each of these parties, such agreements generally are short-term in
nature and may be cancelled without cause and upon short notice. The agreements typically cover the
right to distribute in the United States and Canada, do not restrict the publishers from
distributing their products through other distributors or directly to retailers and do not
guarantee product availability to us for distribution. These agreements allow us to purchase the
publishers products at a reduced wholesale price and to provide various distribution and
fulfillment services in connection with the publishers products. If we were to lose our right to
distribute products of any of the above PC software publishers or the popularity of such product
were to decrease, our net sales and profitability would be adversely impacted.
Our future growth and success depends partly upon our ability to procure and renew popular
product distribution agreements and to sell the underlying products. There can be no assurance that
we will enter into new distribution agreements or that we will be able to sell products under
existing distribution agreements. Further, our current distribution agreements may be terminated on
short notice. The loss of a significant vendor could negatively affect our product offerings and,
accordingly, our net sales. Similarly, a decrease in customer demand for such products could
negatively affect our net sales.
Pending SEC investigation or litigation may subject us to significant costs, judgments or penalties
and could divert managements attention.
We are the subject of a non-public investigation by the Securities and Exchange Commission
(the SEC). The SEC has not provided us with notice asserting that any violations of the
securities laws have occurred, but there can be no assurance as to the outcome of this
investigation. We are also involved in a number of litigation matters. Irrespective of the validity
of the assertions made in these suits, or the positions asserted in these proceedings or any final
resolution in these matters, we could incur substantial costs and managements attention could be
diverted, either of which could adversely affect our business, financial condition or operating
results.
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Our revenues are dependent on consumer preferences and demand, which can change at any time.
Our business and operating results depend upon the appeal of properties, product concepts and
programming to consumers, including the popularity of anime in the United States market and trends
in the toy, game and entertainment businesses. A decline in the popularity of existing properties
or the failure of new properties and product concepts to achieve and sustain market acceptance
could result in reduced overall revenues, which could have a material adverse effect on the
financial condition and results of operations of the Company. Consumer preferences with respect to
entertainment are continuously changing, are difficult to predict and can vary over time. In
addition, entertainment properties often have short life cycles. There can be no assurance that:
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any of the current properties, product concepts or programming will continue to be
popular for any significant period of time; |
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any new properties, product concepts or programming will achieve commercial acceptance;
or |
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any propertys life cycle will be sufficient to permit adequate profitably to recover
advance payments, guarantees, development, marketing, royalties and other costs. |
Our failure to successfully anticipate, identify and react to consumer preferences could have
a material adverse effect on revenues, profitability and results of operations. In addition,
changes in consumer preferences may cause our revenues and net income to vary significantly between
comparable periods.
A continued deterioration in the businesses of significant customers, due to weak economic
conditions, could harm our business.
During weak economic times there is an increased risk that certain of our customers will
reduce orders, delay payment for product purchased or fail. Our revenues could negatively be
affected by a number of factors, including the following:
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the credit available to our customers; |
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the popularity of our products released during the quarter; |
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product marketing and promotional activities; |
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the opening and closing of retail stores by our major customers; |
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the extension, termination or non-renewal of existing distribution agreements and
licenses; and |
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general economic changes affecting the buying pattern of retailers, particularly those
changes affecting consumer demand for home entertainment products and PC software. |
In addition, if a customer files for bankruptcy, we may be required to forego collection of
pre-petition amounts owed and to repay amounts remitted to us during the 90-day preference period
preceding the filing. The bankruptcy laws, as well as specific circumstances of each bankruptcy,
may limit our ability to collect pre-petition amounts. Although we believe that we have sufficient
reserves to cover our exposure resulting from anticipated customer difficulties, bankruptcies or
defaults, we can provide no assurance that such reserves will be adequate. If they are not
adequate, our business, operating results and financial condition could be adversely affected.
Our business is seasonal and variable in nature and, as a result, the level of sales during our
peak season could adversely affect our results of operations and liquidity.
Traditionally, our third quarter (October 1-December 31) has accounted for our largest
quarterly revenue figures and a substantial portion of our earnings. Our third quarter accounted
for approximately 27.2%, 33.0% and 30.3% of our net sales for the fiscal years ended March 31,
2009, 2008 and 2007, respectively. As a distributor of products ultimately sold to consumers, our
business is affected by the pattern of seasonality common to other suppliers of
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retailers, particularly during the holiday season. Because of this seasonality, if we or our
customers experience a weak holiday season or if we provide price protection for sales during the
holiday season or determine to increase our inventory levels to meet anticipated retail customer
demand, our financial results and liquidity could be negatively affected. Our borrowing levels and
inventory levels typically increase substantially during the holiday season.
The 2008 holiday season was disappointing to most retailers as consumers remained cautious
about discretionary spending. As a consequence of all of these factors, several of our customers
have recently experienced significant financial difficulty, with one major customer filing for
bankruptcy and subsequently deciding to liquidate. Consequently, our financial results have been
negatively impacted by the downtown in the economy.
A substantial portion of FUNimations revenues are derived from a small number of licensed
properties and a small number of licensors and FUNimations content is highly concentrated in the
anime genre.
FUNimation derives a substantial portion of its revenues from a small number of properties and
such properties usually generate revenues only for a limited period of time. Additionally,
FUNimations content is concentrated in the anime sector and its revenues are highly subject to the
changing trends in the toy, game and entertainment businesses. In particular, one licensed property
accounted for $32.0 million, or 46%, of FUNimations revenues for the fiscal year ended March 31,
2009. FUNimations revenues may fluctuate significantly from year to year due to, among other
reasons, the popularity of its licensed properties and the timing of entering into new licensing
contracts.
During the fiscal year ended March 31, 2009, 66% of FUNimations revenues were derived from
sales of products under multiple licensing arrangements with three licensors. The loss of any of
these licensing relationships could have a material negative effect on FUNimations revenues.
FUNimations revenues are substantially dependent on television exposure for its licensed
properties.
Television exposure is an important promotional vehicle for home video sales and licensing
opportunities of anime content. To the extent that FUNimations content is not able to gain
television exposure, sales of these products could be limited. Similarly, demand for properties
broadcast on television generally is based on television ratings. In addition, FUNimation does not
own the broadcast rights for some of its properties, so it relies on third parties to secure or
renew broadcast rights for such content. A decline in television ratings or programming time of
FUNimations licensed properties could adversely affect FUNimations revenues.
Technology developments, particularly in the electronic downloading arena, may adversely affect our
net sales, margins and results of operations.
Home entertainment products have traditionally been marketed and delivered on a physical
delivery basis. If these products are increasingly marketed and delivered through technology
transfers, such as electronic downloading through the Internet or similar delivery methods, then
our retail and wholesale distribution business could be negatively impacted. As electronic
downloading grows through Internet retailers, competition between electronic retailer suppliers
using traditional methods will intensify and likely negatively impact our net sales and margins.
Furthermore, we may be required to spend significant capital to enter or participate in this
delivery channel. If we are unable to develop necessary vendor and customer relationships to
facilitate electronic downloading or if the terms of these arrangements differ from those related
to our physical product sales, our business may be materially harmed.
Increased counterfeiting or piracy may negatively affect the demand for our home entertainment
products.
The product categories that we sell have been adversely affected by counterfeiting, piracy and
parallel imports, and also by websites and technologies that allow consumers to illegally download
and access this content. Increased proliferation of these alternative access methods to these
products could impair our ability to generate net sales and could cause our business to suffer.
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We may not be able to successfully protect our intellectual property rights.
We rely on a combination of copyright, trademark and other proprietary rights laws to protect
the intellectual property we license. Third parties may try to challenge the ownership by us or our
licensors of such intellectual property. In addition, our business is subject to the risk of third
parties infringing on our intellectual property rights or those of our licensors and producing
counterfeit products. We may need to resort to litigation in the future to protect our intellectual
property rights or those of our licensors, which could result in substantial costs and diversion of
resources and could have a material adverse effect on our business and competitive position.
The loss of key personnel could affect the depth, quality and effectiveness of our management team.
In addition, if we fail to attract and retain qualified personnel, the depth, quality and
effectiveness of our management team and employees could be negatively affected.
We depend on the services of our key senior executives and other key personnel because of
their experience in the distribution, publishing and licensing areas. The loss of the services of
one or several of our key employees could result in the loss of customers or vendor relationships,
or otherwise inhibit our ability to operate and grow our business successfully.
Our ability to enhance and develop markets for our current products and to introduce new
products to the marketplace also depends on our ability to attract and retain qualified management
personnel. We compete for such personnel with other companies and organizations, many of which have
substantially greater capital resources and name recognition than we do. If we are not successful
in recruiting or retaining such personnel, it could have a material adverse effect on our business.
If we fail to meet our significant working capital requirements or if our working capital
requirements increase substantially, our business and prospects could be adversely affected.
As a distributor and publisher, we purchase and license products directly from manufacturers
and content developers for resale to retailers. As a result, we have significant working capital
requirements, principally to acquire inventory, procure licenses and finance accounts receivable.
Our working capital needs will increase as our inventory, licensing activities and accounts
receivable increase in response to growth. In addition, license advances, prepayments to enhance
margins, investments and inventory increases to meet customer requirements could increase our
working capital needs. The failure to obtain additional financing or maintain working capital
credit facilities on reasonable terms in the future could adversely affect our business. In
addition, if the cost of financing is too expensive or not available, it could require a reduction
in our distribution or publishing activities.
We rely upon bank borrowings to fund our general working capital needs and it may be necessary
for us to secure additional financing in the future depending upon the growth of our business and
the possible financing of additional acquisitions. If we were unable to borrow under our credit
facility or otherwise unable to secure sufficient financing on acceptable terms or at all, our
future growth and profitability could be adversely affected.
Product returns or inventory obsolescence could reduce our sales and profitability or negatively
impact our liquidity.
We maintain a significant investment in product inventory. Like other companies operating in
our industry, product returns from our retail customers are significant when expressed as a
percentage of revenues. Adverse financial or other developments with respect to a particular
supplier or product could cause a significant decline in the value and marketability of our
products, possibly making it difficult for us to return products to a supplier or recover our
initial product acquisition costs. Under such circumstances, our sales and profitability, including
our liquidity, could be adversely affected. We maintain a sales return reserve based on historical
product line experience rates. There can be no assurance that our reserves will be adequate to
cover potential returns.
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We are subject to the risk that our inventory values may decline due to, among other things,
changes in demand and that protective terms under our supplier agreements may not adequately cover
the decline in values, which could result in lower gross margins or inventory write-downs.
The demand for products that we sell and distribute is subject to rapid technological change,
new and enhanced product specification requirements, consumer preferences and evolving industry
standards. These changes may cause our inventory to decline substantially in value or to become
obsolete which may occur in a short period of time. We offer no assurance that price protection or
inventory returnability terms may not change or be eliminated in the future, that unforeseen new
product developments will not materially adversely affect our revenues or profitability or that we
will successfully manage our existing and future inventories.
In our distribution business, we generally are entitled to receive a credit from certain
suppliers for products returned to us based upon the terms and conditions with those suppliers,
including maintaining a minimum level of inventory of their products and limitations on the amount
of product that can be returned and/or restocking fees. If major suppliers decrease or eliminate
the availability of price protection or inventory returnability to us, such a change in policy
could lower our gross margins or cause us to record inventory write-downs. We are also exposed to
inventory risk to the extent that supplier protections are not available on all products or
quantities and are subject to time restrictions. In addition, suppliers may become insolvent and
unable to fulfill their protection obligations to us. As a result, these policies do not protect us
in all cases from declines in inventory value or product demand.
In our publishing business, prices could decline due to decreased demand and, therefore, there
may be greater risk of declines in our owned inventory value. To the extent that our publishing
business has not properly reserved for inventory exposure or price reductions needed to sell
remaining inventory, our profitability may suffer.
Further impairment in the carrying value of our assets could negatively affect our consolidated
results of operations and net worth.
We recorded significant impairment charges to goodwill and other assets during the year ended
March 31, 2009. We evaluate assets on the balance sheet whenever events or a change in circumstance
indicates that their carrying value may not be recoverable. Materially different assumptions
regarding the future performance of our businesses could result in additional other asset
impairment charges which could negatively affect our operating results and potentially result in
future operating losses.
We have significant credit exposure and negative product demand trends or other factors could cause
us significant credit loss.
We provide credit to our customers for a significant portion of our net sales. We are subject
to the risk that our customers will not pay for the products they have purchased. This risk may be
increased with respect to goods provided under our consignment programs due to our lack of physical
control over the inventory. This risk may increase if our customers experience decreases in demand
for their products and services or become less financially stable due to adverse economic
conditions or otherwise. If there is a substantial deterioration in the collectibility of our
receivables, our earnings and cash flows could be adversely affected.
In addition, from time to time, we may make royalty advances, or invest in, other businesses.
These business or investment opportunities may not be successful, which could result in the loss of
our invested capital.
We may not be able to adequately adjust our cost structure in a timely fashion in response to a
decrease in net sales, which may cause our profitability to suffer.
A significant portion of our selling, general and administrative expense is comprised of
personnel, facilities and costs of invested capital. In the event of a significant downturn in net
sales, we may not be able to exit facilities, reduce personnel, improve business processes, reduce
inventory or make other significant changes to our cost structure without significant disruption to
our operations or without significant termination and exit costs. Additionally, if management is
not able to implement such actions in a timely manner, or at all, to offset a shortfall in net
sales and gross profit, our profitability could suffer.
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Our distribution and publishing businesses operate in highly competitive industries and compete
with large national firms. Further competition, among other things, could reduce our sales volume
and margins.
The business of distributing home entertainment and multimedia products is highly competitive. Our
competitors in the distribution business include other national and regional distributors as well
as suppliers that sell directly to retailers. These competitors include the distribution affiliates
of Time-Warner, Ingram Micro, Inc., Ingram Entertainment, Tech Data Corporation and Activision. Our
competitors in the publishing business include both independent national publishers as well as
large international firms. These competitors include Topics Entertainment, Nova/Avanquest,
Valusoft, and Phantom EFX. Certain of our competitors have substantially greater financial and
other resources than we have. Our ability to compete effectively in the future depends upon a
number of factors, including our ability to: obtain exclusive national distribution contracts and
licenses with manufacturers/vendors; obtain proprietary publishing rights with various rights
holders and brand owners; maintain our margins and volume; expand our sales through a varied range
of products and personalized services; anticipate changes in the marketplace including
technological developments and consumer interest in our proprietary products; and maintain
operating expenses at an appropriate level.
Our failure to perform adequately one or more of these tasks may materially harm our business.
In addition, FUNimations business depends upon its ability to procure and renew agreements to
license certain rights for attractive titles on favorable terms. Competition for attractive anime
and television broadcasting slots is intense. FUNimations principal competitors in the anime
sector are media companies such as Viz Media, Bandai, ADV Films, Media Blasters, and Starz.
FUNimation also competes with various toy companies, other licensing companies, numerous others
acting as licensing representatives and large media companies such as Sony Pictures and Disney.
Many of FUNimations competitors may have substantially greater resources than FUNimation and own
or license properties which are more commercially successful than FUNimations properties. There
are low barriers to enter the licensing and brand management business and therefore there is
potential for new competitors to enter the market.
Competition in the home entertainment and multimedia products industries is intense and is
often based on price. Distributors generally experience low gross profit margins and operating
margins. Consequently, our distribution profitability is highly dependent upon achieving effective
cost and management controls and maintaining sales volumes. A material decrease in our gross profit
margins or sales volumes would harm our financial results.
We depend on third party shipping and fulfillment companies for the delivery of our products.
We rely almost entirely on arrangements with third party shipping and fulfillment companies,
principally UPS and Federal Express, for the delivery of our products. The termination of our
arrangements with one or more of these third party shipping companies, or the failure or inability
of one or more of these third party shipping companies to deliver products on a timely or cost
efficient basis from suppliers to us, or products from us to our reseller customers or their
end-user customers, would significantly disrupt our business and harm our reputation and net sales.
Furthermore, an increase in amounts charged by these shipping companies could negatively affect our
gross margins and earnings.
We depend on a variety of systems for our operations, and a failure of these systems could disrupt
our business and harm our reputation and net sales and negatively impact our results of operations.
We depend on a variety of systems for our operations. These systems support our operating
functions, including inventory management, order processing, shipping, receiving and accounting.
Certain of these systems are operated by third parties and their performance may be outside of our
control. Any failures or significant downtime in our systems could prevent us from taking customer
orders, printing product pick-lists, and/or shipping product. It could also prevent customers from
accessing our price and product availability information.
From time to time we may acquire other businesses having information systems and records,
which may be converted and integrated into our information systems. This can be a lengthy and
expensive process that results in a material diversion of resources from other operations. In
addition, because our information systems are comprised of a number of legacy, internally-developed
applications, they can be harder to upgrade and may not be adaptable to
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commercially available software. As our needs for technology evolve, we may experience
difficulty or significant cost in upgrading or significantly replacing our systems.
We also rely on the Internet for a portion of our orders and information exchanges with our
customers. The Internet and individual websites can experience disruptions and slowdowns. In
addition, some websites have experienced security breakdowns. Our website could experience material
breakdowns, disruptions or breaches in security. If we were to experience a security breakdown,
disruption or breach that compromised sensitive information, this could harm our relationship with
our customers or suppliers. Disruption of our website or the Internet in general could impair our
order processing or more generally prevent our customers and suppliers from accessing information.
This could cause us to lose business.
We believe customer information systems and product ordering and delivery systems, including
Internet-based systems, are becoming increasingly important in the distribution of our products and
services. Although we seek to enhance our customer information systems by adding new features, we
offer no assurance that competitors will not develop superior customer information systems or that
we will be able to meet evolving market requirements by upgrading our current systems at a
reasonable cost, or at all. Our inability to develop competitive customer information systems or
upgrade our current systems could cause our business and market share to suffer.
Any future acquisitions could result in disruptions to our business by, among other things,
distracting management time and diverting financial resources. Further, if we are unsuccessful in
integrating acquired companies into our business, it could materially and adversely affect our
financial condition and operating results.
If we make acquisitions, a significant amount of managements time and financial resources may
be required to complete the acquisition and integrate the acquired business into our existing
operations. Even with this investment of management time and financial resources, an acquisition
may not produce the revenue, earnings or business synergies anticipated. Acquisitions involve
numerous other risks, including assumption of unanticipated operating problems or legal
liabilities, problems integrating the purchased operations, technologies or products, diversion of
managements attention from our core businesses, adverse effects on existing business relationships
with suppliers and customers, incorrect estimates made in the accounting for acquisitions and
amortization of acquired intangible assets that would reduce future reported earnings (goodwill
impairments), ensuring acquired companies compliance with the requirements of the Sarbanes-Oxley
Act of 2002 and potential loss of customers or key employees of acquired businesses. We cannot
assure you that if we make any future acquisitions, investments, strategic alliances or joint
ventures, they will be completed in a timely manner or achieve anticipated synergies, that they
will be structured or financed in a way that will enhance our business or creditworthiness or that
they will meet our strategic objectives or otherwise be successful. In addition, we may not be able
to secure the financing necessary to consummate future acquisitions, and future acquisitions and
investments could involve the issuance of additional equity securities or the incurrence of
additional debt, which could harm our financial condition or creditworthiness.
Interruption of our business or catastrophic loss at any of our facilities could lead to a
curtailment or shutdown of our business.
We receive, manage, distribute and process returns of our inventory from a centralized
warehouse and distribution facility that is located adjacent to our corporate headquarters. An
interruption in the operation of or in the service capabilities at this facility as a result of
equipment failure or other reasons could result in our inability to distribute products, which
would reduce our net sales and earnings for the affected period. In the event of a stoppage at such
facilities, even if only temporary, or if we experience delays as a result of events that are
beyond our control, delivery times to our customers and our relationship with such customers could
be severely affected. Any significant delay in deliveries to our customers could lead to increased
returns or cancellations and cause us to lose future sales. Our facilities are also subject to the
risk of catastrophic loss due to unanticipated events such as fires, explosions, violent weather
conditions or other natural disasters. We may experience a shutdown of our facilities or periods of
reduced production as a result of equipment failure, delays in deliveries or catastrophic loss,
which could have a material adverse effect on our business, results of operations or financial
condition.
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Future terrorist or military actions could result in disruption to our operations or loss of
assets.
Future terrorist or military actions, in the U.S. or abroad, could result in destruction or
seizure of assets or suspension or disruption of our operations. Additionally, such actions could
affect the operations of our suppliers or customers, resulting in loss of access to products,
potential losses on supplier programs, loss of business, higher losses on receivables or inventory,
or other disruptions in our business, which could negatively affect our operating results. We do
not carry insurance covering such terrorist or military actions, and even if we were to seek such
coverage and such coverage were available, the cost likely would not be commercially reasonable.
Risks Relating to Indebtedness
The level of our indebtedness could adversely affect our financial condition.
We have significant debt service obligations. As of March 31, 2009, our total indebtedness
under our revolving facility was $24.1 million. We have the ability, subject to borrowing base
requirements, to borrow up to $65.0 million under the revolving credit agreement.
The level of our indebtedness could have important consequences. For example, it could:
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make it more difficult for us to satisfy our obligations with respect to other
indebtedness; |
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increase our vulnerability to adverse economic and industry conditions; |
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require us to dedicate a substantial portion of our cash flow from operations to the
payment of our indebtedness, thereby reducing the availability of cash to fund working
capital and capital expenditures and for other general corporate purposes; |
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restrict us from acquiring new content, exploring other business opportunities or
strategic acquisitions; |
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limit our ability to obtain financing for working capital, capital expenditures,
general corporate purposes or acquisitions; |
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place us at a disadvantage compared to our competitors that have less indebtedness; and |
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limit our flexibility in planning for, or reacting to, changes in our business and
industry. |
Our outstanding indebtedness bears interest at variable rates. Any increase in interest rates will
reduce funds available to us for our operations and future business opportunities and could
adversely affect our leveraged capital structure.
Our debt service requirements will be impacted by changing interest rates. All of the $24.1
million of our outstanding debt at March 31, 2009 is subject to variable interest rates. A
100-basis point change in LIBOR would cause our projected annual interest expense, based on current
borrowed amounts, to change by approximately $241,000. The fluctuation in our debt service
requirements, in addition to interest rate changes, may be impacted by future borrowings under our
credit facility or other alternative financing arrangements.
We may be unable to generate sufficient cash flow to service our debt obligations.
Our ability to make payments on and refinance our indebtedness and to fund our operations,
working capital and capital expenditures depends on our ability to generate cash in the future.
Our ability to generate future cash is subject to general economic, industry, financial,
competitive, operating, legislative, regulatory and other factors that are beyond our control.
We cannot assure you that our business will generate sufficient cash flow from operations or
that future borrowings will be available to us under our credit agreement in an amount sufficient
to enable us to pay amounts due on our indebtedness or to fund our other liquidity needs.
20
We will need to refinance all or a portion of our indebtedness on or before the maturity date
of our line of credit (June 2010). Our ability to refinance our indebtedness or obtain additional
financing will depend on, among other things:
|
|
|
our financial condition at the time; |
|
|
|
|
restrictions in our credit agreement or other outstanding indebtedness; and |
|
|
|
|
other factors, including the condition of the financial markets or the distribution and
publishing markets. |
As a result, we may not be able to refinance any of our indebtedness on commercially
reasonable terms, or at all. If we do not generate sufficient cash flow from operations, and
additional borrowings or refinancings or proceeds of asset sales are not available to us, we may
not have sufficient cash to enable us to meet all of our obligations.
We may be able to incur additional indebtedness, which could further exacerbate the risks
associated with our current indebtedness level.
We and our subsidiaries may be able to incur substantial additional indebtedness in the
future. Although our credit facility contains restrictions on the incurrence of additional
indebtedness, debt incurred in compliance with these restrictions could be substantial. Our
revolving working capital credit facility provided pursuant to a credit agreement, permits, subject
to borrowing base requirements, total borrowings of up to $65.0 million. In addition, our credit
agreement will not prevent us from incurring certain other obligations. If we and our subsidiaries
incur additional indebtedness or other obligations, the related risks that we face could be
magnified.
Our credit agreement contains significant restrictions that limit our operating and financial
flexibility.
Our credit agreement requires us to maintain specified financial ratios and includes other
restrictive covenants. We may be unable to meet such ratios and covenants. Any of these
restrictions may limit our ability to execute our business strategy. Moreover, if operating results
fall below current levels, we may be unable to comply with these covenants. If that occurs, our
lenders could accelerate our indebtedness, in which case we may not be able to repay all of our
indebtedness.
21
Risks Relating to Our Common Stock
Our common stock price has been volatile. Fluctuations in our stock price could impair our ability
to raise capital and make an investment in our securities undesirable.
The market price of our common stock has fluctuated significantly. During the period from
April 1, 2008 to March 31, 2009, the last reported price of our common stock as quoted on The
NASDAQ Global Market ranged from a low of $0.34 to a high of $1.87. We believe factors such as the
markets acceptance of our products and the performance of our business relative to market
expectations, as well as general volatility in the securities markets, could cause the market price
of our common stock to fluctuate substantially. In addition, the stock markets have experienced
price and volume fluctuations, resulting in changes in the market prices of the stock of many
companies, which may not have been directly related to the operating performance of those
companies. Fluctuations in our stock price could impair our ability to raise capital and could make
an investment in our securities undesirable.
If we fail to meet the Nasdaq Global Market listing requirements, our common stock could be
delisted.
Our common stock is traded on the Nasdaq Global Market, which has various listing
requirements. If our stock price does not meet minimum standards, we may not be able to maintain
the standards for continued listing on the Nasdaq Global Market, which include, among other things,
that our common stock maintain a minimum closing bid price of at least $1.00 per share and minimum
shareholders equity of $10.0 million (subject to applicable grace and cure periods). However,
Nasdaq has currently suspended the rules requiring a minimum $1.00 closing bid price and a minimum
market value of publicly held shares. Enforcement of these rules is scheduled to resume on Monday,
July 20, 2009. On June 8, 2009, our stock traded at $1.32. However, during fiscal year 2009, our
common stock traded below the minimum $1.00 closing bid price for 30 consecutive business days and
there is no guarantee it will remain above $1.00. If, as a result of the application of such
listing requirements, our common stock is delisted from the Nasdaq Global Market, our stock could
become harder to buy and sell. Consequently, if we were removed from the Nasdaq Global Market, the
ability or willingness of broker-dealers to sell or make a market in our common stock might
decline. As a result, the ability to resell shares of our common stock could be adversely affected.
The exercise of outstanding warrants and options may adversely affect our stock price.
Our stock option plans authorize the issuance of options and other securities to purchase 9.2
million shares of our common stock. As of March 31, 2009, options and warrants to purchase
5,206,684 shares of our common stock were outstanding, of which 2,069,669 options and 1,596,001
warrants were exercisable as of that date. Our outstanding options and warrants are likely to be
exercised at a time when the market price for our common stock is higher than the exercise prices
of the options and warrants. If holders of these outstanding options and warrants sell the common
stock received upon exercise, it may have a negative effect on the market price of our common
stock.
Our anti-takeover provisions, our ability to issue preferred stock and our staggered board may
discourage takeover attempts that could be beneficial for our shareholders.
We are subject to Sections 302A.671 and 302A.673 of the Minnesota Business Corporation Act,
which may have the effect of limiting third parties from acquiring significant amounts of our
common stock without our approval. These laws, among others, may have the effect of delaying,
deferring or preventing a third party from acquiring us or may serve as a barrier to shareholders
seeking to amend our articles of incorporation or bylaws. Our articles of incorporation also permit
us to issue preferred stock, which could allow us to delay or block a third party from acquiring
us. The holders of preferred stock could also have voting and conversion rights that could
adversely affect the voting power of the holders of the common stock. Finally, our articles of
incorporation and bylaws divide our board of directors into three classes that serve staggered,
three-year terms. Each of these factors could make it difficult for a third party to effect a
change in control of us. As a result, our shareholders may lose opportunities to dispose of their
shares at the higher prices typically available in takeover attempts or that may be available under
a merger or other proposal.
In addition, these measures may have the effect of permitting our current directors to retain
their positions and place them in a better position to resist changes that our shareholders may
wish to make if they are dissatisfied with the conduct of our business.
22
We currently do not intend to pay dividends on our common stock and, consequently, there will be no
opportunity for our shareholders to achieve a return on their investment through dividend payments.
We currently do not plan to declare dividends on shares of our common stock in the foreseeable
future. Further, the payment of dividends by us is restricted by our credit facility and loan
agreements. Consequently, shareholders should not expect an opportunity to achieve a return on
their investment through dividend payments.
Our directors may not be held personally liable for certain actions, which could discourage
shareholder suits against them.
Minnesota law and our articles of incorporation and bylaws provide that our directors shall
not be personally liable to us or our shareholders for monetary damages for breach of fiduciary
duty as a director, with certain exceptions. These provisions may discourage shareholders from
bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of
derivative litigation brought by shareholders on behalf of us against a director. In addition, our
bylaws provide for mandatory indemnification of directors and officers to the fullest extent
permitted by Minnesota law.
Other Risks
Our business operates in a continually changing environment that involves numerous risks and
uncertainties. It is not reasonable for us to itemize all of the factors that could affect us
and/or the products and services or the distribution industry or the publishing industry as a
whole. Future events that may not have been anticipated or discussed here could adversely affect
our business, financial condition, results of operations or cash flows.
Thus, the foregoing is not a complete description of all risks relevant to our future
performance, and the foregoing risk factors should be read and understood together with and in the
context of similar discussions which may be contained in the documents that we file with the SEC in
the future.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
Publishing
Encore currently operates its offices out of approximately 13,000 square feet of leased office
space located in Los Angeles, California. This lease currently provides for base monthly payments
to be made in the amount of $27,000 and expires April 30, 2010.
We also operate a call center in Cedar Rapids, Iowa which occupies 3,000 square feet of leased
office space. The lease for this space expires on March 31, 2010 and currently provides for base
monthly payments to be made in the amount of $3,000.
23
FUNimation currently operates its offices out of approximately 48,500 square feet of leased
office space located in a suburb of Dallas/Fort Worth, Texas. This lease currently provides for
base monthly rental payments to be made in the amount of $49,000 and expires October 31, 2017. In
September 2008, the Company completed the sale of an unused facility owned by FUNimation (see Note
12 to the consolidated financial statements).
Distribution
Located in the Minneapolis suburb of New Hope, Minnesota, our corporate headquarters consists
of approximately 322,000 square feet of combined office and warehouse space situated on three
contiguous properties. The leases for two of the properties expire on June 30, 2019 and the lease
for the third property expires on February 29, 2016. These leased properties include approximately
44,000 square feet of office space; approximately 73,000 square feet of space utilized in the
manufacturing and assembly of new products; and approximately 205,000 square feet of space devoted
to warehousing, product picking and shipping.
We also operate a satellite sales office in Bentonville, Arkansas which occupies 2,000 square
feet of leased office space. The lease for this space expires on February 28, 2010. The present
aggregate base monthly rent for all our distribution facilities is approximately $153,000.
We believe our facilities are adequate for our present operations as well as for the
incorporation of growth. We continually explore alternatives to certain of these facilities that
could expand our capacities and enhance efficiencies, and we believe we can renew or obtain
replacement or additional space, if required, on commercially reasonable terms.
Item 3. Legal Proceedings
See Note 24 to the consolidated financial statements.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of shareholders, through the solicitation of proxies
or otherwise, during the fourth quarter of the fiscal year covered by this report.
PART II
|
|
|
Item 5. |
|
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Common Stock
Our common stock, no par value, is traded on The NASDAQ Global Market under the symbol NAVR.
The following table presents the range of high and low closing sale prices for our stock for each
period indicated as reported on The NASDAQ Global Market. Such prices reflect inter-dealer prices,
do not include adjustments for retail mark-ups, markdowns or commissions and may not necessarily
represent actual transactions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter |
|
High |
|
Low |
Fiscal 2009 |
|
First |
|
$ |
1.87 |
|
|
$ |
1.48 |
|
|
|
|
|
Second |
|
|
1.79 |
|
|
|
1.41 |
|
|
|
|
|
Third |
|
|
1.45 |
|
|
|
0.38 |
|
|
|
|
|
Fourth |
|
|
0.57 |
|
|
|
0.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2008 |
|
First |
|
|
4.45 |
|
|
|
3.78 |
|
|
|
|
|
Second |
|
|
4.10 |
|
|
|
3.62 |
|
|
|
|
|
Third |
|
|
3.90 |
|
|
|
2.02 |
|
|
|
|
|
Fourth |
|
|
2.00 |
|
|
|
1.57 |
|
Holders
At June 8, 2009, we had 599 common shareholders of record and an estimated 5,200 beneficial
owners whose shares were held by nominees or broker dealers.
Dividend Policy
We have never declared or paid cash dividends on our common stock. We currently intend to
retain all earnings for use in our business and do not intend to pay any dividends on our common
stock in the foreseeable future.
Comparative Stock Performance
The following Performance Graph compares performance of our common stock on The NASDAQ Global
Market of The NASDAQ Stock Market LLC (US companies), the NASDAQ Composite Index and the Peer Group
Indices described below. The graph compares the cumulative total return from March 31, 2004 to
March 31, 2009 on $100 invested on March 31, 2004, assumes reinvestment of all dividends, and has been
adjusted to reflect stock splits.
24
The Peer Group Index below includes the stock performance of the following companies:
Handleman Company, Ingram Micro Inc., Tech Data Corp., 4 Kids Entertainment Inc. and Take Two
Interactive Software Inc. These companies have operations similar to our distribution and
publishing businesses.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Navarre Corporation, The NASDAQ Composite Index
And A Peer Group
|
|
|
* |
|
$100 invested on 3/31/04 in stock or index-including reinvestment of dividends. |
|
|
|
Fiscal year ending March 31. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/04 |
|
|
3/05 |
|
|
3/06 |
|
|
3/07 |
|
|
3/08 |
|
|
3/09 |
|
|
Navarre Corporation |
|
|
$ |
100.00 |
|
|
|
$ |
134.06 |
|
|
|
$ |
72.34 |
|
|
|
$ |
63.24 |
|
|
|
$ |
29.68 |
|
|
|
$ |
7.42 |
|
|
|
NASDAQ Composite |
|
|
$ |
100.00 |
|
|
|
$ |
101.44 |
|
|
|
$ |
120.49 |
|
|
|
$ |
127.08 |
|
|
|
$ |
118.90 |
|
|
|
$ |
78.48 |
|
|
|
Peer Group |
|
|
$ |
100.00 |
|
|
|
$ |
94.05 |
|
|
|
$ |
90.69 |
|
|
|
$ |
89.48 |
|
|
|
$ |
81.66 |
|
|
|
$ |
49.74 |
|
|
|
Source: Research Data Group, Inc.
Purchases of Equity Securities
We did not purchase any shares of our common stock during the fourth quarter of fiscal 2009.
Equity Compensation Plan Information
During fiscal 2009 we granted 782,500 options and awarded 390,250 restricted shares.
25
The following table below presents certain information regarding our Equity Compensation
Plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average |
|
|
Number of securities |
|
|
|
|
|
|
|
exercise |
|
|
remaining available for |
|
|
|
Number of securities to be |
|
|
price of |
|
|
future issuance under equity |
|
|
|
issued upon exercise of |
|
|
outstanding |
|
|
compensation plans |
|
|
|
outstanding options, |
|
|
options, |
|
|
(excluding securities |
|
|
|
warrants and rights |
|
|
warrants and rights |
|
|
reflected in column (a)) |
|
Plan Category |
|
(a) |
|
|
(b) |
|
|
(c) |
|
Equity compensation
plans approved by
security holders |
|
|
5,206,684 |
|
|
$ |
5.74 |
|
|
|
1,334,672 |
|
Equity compensation
plans not approved
by security holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
5,206,684 |
|
|
$ |
5.74 |
|
|
|
1,334,672 |
|
|
|
|
|
|
|
|
|
|
|
Item 6. Selected Financial Data
The following selected financial data should be read in conjunction with Item 8, Financial
Statements and Supplementary Data and related notes and Item 7, Managements Discussion and
Analysis of Financial Condition and Results of Operations, and other financial information
appearing elsewhere in this Form 10-K Report. We derived the following historical financial
information from our consolidated financial statements for the fiscal years ended March 31, 2009,
2008, 2007, 2006 and 2005 which have been audited by Grant Thornton LLP.
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006(1) |
|
|
2005 |
|
Statement of operations data (2): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
630,991 |
|
|
$ |
658,472 |
|
|
$ |
644,790 |
|
|
$ |
615,557 |
|
|
$ |
532,249 |
|
Gross profit, exclusive of depreciation and
amortization |
|
|
67,047 |
|
|
|
101,559 |
|
|
|
107,357 |
|
|
|
101,425 |
|
|
|
81,915 |
|
Income (loss) from operations |
|
|
(97,118 |
) |
|
|
17,831 |
|
|
|
16,362 |
|
|
|
6,767 |
|
|
|
9,494 |
|
Interest expense |
|
|
(4,630 |
) |
|
|
(6,127 |
) |
|
|
(10,220 |
) |
|
|
(11,217 |
) |
|
|
(783 |
) |
Other income (expense) |
|
|
(1,169 |
) |
|
|
625 |
|
|
|
56 |
|
|
|
2,764 |
|
|
|
(138 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
(102,917 |
) |
|
|
12,329 |
|
|
|
6,198 |
|
|
|
(1,686 |
) |
|
|
8,573 |
|
Income tax benefit (expense) |
|
|
14,483 |
|
|
|
(5,273 |
) |
|
|
(2,594 |
) |
|
|
654 |
|
|
|
942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations |
|
|
(88,434 |
) |
|
|
7,056 |
|
|
|
3,604 |
|
|
|
(1,032 |
) |
|
|
9,515 |
|
Gain on sale of discontinued operations |
|
|
|
|
|
|
4,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
(2,290 |
) |
|
|
455 |
|
|
|
(2,143 |
) |
|
|
651 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(88,434 |
) |
|
$ |
9,658 |
|
|
$ |
4,059 |
|
|
$ |
(3,175 |
) |
|
$ |
10,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(2.44 |
) |
|
$ |
.20 |
|
|
$ |
.10 |
|
|
$ |
(.04 |
) |
|
$ |
.36 |
|
Discontinued operations |
|
|
|
|
|
|
.07 |
|
|
|
.01 |
|
|
|
(.07 |
) |
|
|
.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(2.44 |
) |
|
$ |
.27 |
|
|
$ |
.11 |
|
|
$ |
(.11 |
) |
|
$ |
.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(2.44 |
) |
|
$ |
.20 |
|
|
$ |
.10 |
|
|
$ |
(.04 |
) |
|
$ |
.33 |
|
Discontinued operations |
|
|
|
|
|
|
.07 |
|
|
|
.01 |
|
|
|
(.07 |
) |
|
|
.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(2.44 |
) |
|
$ |
.27 |
|
|
$ |
.11 |
|
|
$ |
(.11 |
) |
|
$ |
.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
36,207 |
|
|
|
36,105 |
|
|
|
35,786 |
|
|
|
29,898 |
|
|
|
26,830 |
|
Diluted |
|
|
36,207 |
|
|
|
36,269 |
|
|
|
36,228 |
|
|
|
29,898 |
|
|
|
28,782 |
|
Balance sheet data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
183,169 |
|
|
$ |
283,462 |
|
|
$ |
288,225 |
|
|
$ |
309,614 |
|
|
$ |
195,892 |
|
Short-term debt |
|
|
24,133 |
|
|
|
31,523 |
|
|
|
39,208 |
|
|
|
5,115 |
|
|
|
334 |
|
Long-term debt |
|
|
|
|
|
|
9,654 |
|
|
|
14,970 |
|
|
|
75,352 |
|
|
|
237 |
|
Temporary equity Unregistered common
stock (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,634 |
|
|
|
|
|
Shareholders equity |
|
|
37,007 |
|
|
|
124,411 |
|
|
|
113,451 |
|
|
|
88,906 |
|
|
|
77,284 |
|
|
|
|
(1) |
|
Includes acquisition of FUNimation from date of acquisition May 11, 2005. |
|
(2) |
|
All periods have been restated for discontinued operations. |
|
(3) |
|
See Note 21 to the consolidated financial statements. |
26
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Overview
We are a publisher and distributor of physical and digital home entertainment and multimedia
products, including PC software, DVD video, video games and accessories. Since our founding in
1983, we have established distribution relationships with major retailers including Best Buy,
Wal-Mart/Sams Club, Target, Staples and Costco Wholesale Corporation, and we distribute to more
than 19,000 retail and distribution center locations throughout the United States and Canada. We
believe our established relationships throughout the supply chain, our broad product offering and
our distribution facility permit us to offer these products to our retail customers and to provide
access to a retail channel for the publishers of such products.
Historically, our business has focused on providing distribution services for third party
vendors. Over the past several years, we have expanded our business to include the licensing and
publishing of home entertainment and multimedia content, primarily through our acquisitions of
publishers in select markets. By expanding our product offerings through such acquisitions, we
believe we can leverage both our sales experience and distribution capabilities to drive increased
retail penetration and more effective distribution of such products, and enable content developers
and publishers that we acquire to focus more on their core competencies.
Our business is divided into two segments Publishing and Distribution.
Publishing. Through our publishing business, which generally has higher gross margins than our
distribution business, we own or license various PC software, and DVD video titles, and other
related merchandising and broadcasting rights. Our publishing business packages, brands, markets
and sells directly to retailers, third party distributors and our distribution business. Our
publishing business currently consists of Encore Software, Inc. (Encore), FUNimation Productions,
Ltd. (FUNimation) and BCI Eclipse Company, LLC (BCI). Encore licenses and publishes personal
productivity, genealogy, system utility, education and interactive gaming PC products, including
titles such as Print Shop, Print Master, Mavis Beacon Teaches Typing, Family Tree Maker, Diner
Dash, Monopoly, Scrabble, Wheel of Fortune, Panda Securities and Hoyle PC Gaming products.
FUNimation, acquired on May 11, 2005, is the leading provider of anime home video products in the
United States and licenses and publishes titles such as Dragon Ball Z, Fullmetal Alchemist, Trinity
Blood, Samurai 7, Afro Samurai, Black Blood Brothers, Claymore, D. Gray-man, Darker Than Black, One
Piece, Shin Chan and Robotech The Shadow Chronicles. In fiscal 2009, BCI began winding down its
licensing operations related to budget DVD video.
Distribution. Through our distribution business, we distribute and provide fulfillment
services in connection with a variety of finished goods that are provided by our vendors, which
include PC software, DVD video, video games, accessories and independent music labels (through May
2007), and our publishing business. These vendors provide us with products, which we, in turn,
distribute to our retail customers. Our distribution business focuses on providing vendors and
retailers with a range of value-added services including: vendor-managed inventory, Internet-based
ordering, electronic data interchange services, fulfillment services and retailer-oriented
marketing services. Our vendors include Symantec Corporation, Kaspersky Lab, Inc., Adobe Systems
Incorporated, Trend Micro, Incorporated, Webroot Software, Inc., Warner Bros. Home Entertainment
Inc., LucasArts Entertainment Company, Square Enix USA, Inc., McAfee, Inc., Corel Corporation and
our publishing business.
On May 31, 2007, the Company sold its wholly-owned subsidiary, Navarre Entertainment Media,
Inc. (NEM) to an unrelated third party. NEM operated the Companys independent music
distribution activities. Accordingly, the Company has presented the independent music distribution
business as discontinued operations for all periods presented. This transaction divested the
Company of all of its independent music distribution activities.
Overall Summary of Fiscal 2009 Financial Results
Recently, the business environment has become more challenging due to extraordinarily adverse
economic conditions. These conditions have slowed economic growth and have resulted in significant
numbers of companies suffering financial difficulties, particularly in the retail industry. In
addition, factors such as the volatile financial market, historic stock market losses, rising
unemployment and the housing crisis have continued to pressure consumer spending in the U.S. Our
operations are subject to seasonality, with the third quarter typically being the Companys
strongest. The 2008 holiday season, however, was disappointing to most retailers and distributors
as consumers remained cautious about discretionary spending. As a consequence of all of these
factors, several of our customers have recently experienced significant financial difficulty, with
one major customer filing for bankruptcy
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and subsequently deciding to liquidate. Consequently, our financial results have been
negatively impacted by the downtown in the economy.
During fiscal 2009, we reviewed our portfolio of businesses for poor performing activities to
identify areas where continued business investments would not meet our requirements for financial
returns. As such, the following occurred:
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BCI began winding down its licensing operations related to budget DVD video. For
the year ended March 31, 2009, we recorded impairment and other charges of $25.9 million
in connection with these activities. |
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FUNimation is no longer involved in licensing operations related to DVD video of
childrens properties. For the year ended March 31, 2009, we recorded $81.0 million in
impairment and other charges, which included $8.2 million for license fees and
production costs, $71.2 million for goodwill (see further disclosure in Note 3), $1.0
million for trademarks and $555,000 for inventory. |
We, like many public companies, experienced a significant decline in our stock price as the
market reacted to the overall worsening of the economy and the credit crisis among major lending
institutions. This decline triggered an impairment of goodwill and other intangibles in our
publishing segment. During the year ended March 31, 2009, we recorded pre-tax. non-cash goodwill
and intangible impairment charges in the amount of $82.7 million. Additionally, we completed a
company-wide reduction in force with a restructuring cost of $1.1 million. The total restructuring,
impairment and other charges recorded for fiscal 2009 were $111.1 million.
Consolidated net sales decreased 4.2% during fiscal 2009 to $631.0 million compared to $658.5
million in fiscal 2008. This decrease in net sales, primarily in the software and home video
categories, was due to decreased sales related to overall deteriorating economic conditions and the
loss of sales from a large retailer that filed for bankruptcy and subsequently decided to
liquidate.
Our gross profit decreased to $67.0 million or 10.6% of net sales for fiscal 2009 compared
with $101.6 million or 15.4% of net sales for fiscal 2008. The decrease in gross margin of $34.6
million was a result of:
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impairment and other charges of $16.4 million related to accounts receivable
reserves, inventory and prepaid royalties associated with the BCI restructuring; |
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impairment and other charges of $8.8 million related to license advances, production
costs and inventory associated with the FUNimation restructuring; and |
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decreased sales volume. |
The decrease in gross profit margin percent from 15.4% to 10.6%, a total decrease of 4.8%, was
due principally to the impairment and other charges related to our restructuring (which constituted
4.0% of the decrease) and product sales mix.
Total operating expenses for fiscal 2009 were $164.2 million or 26.0% of net sales, compared
with $83.7 million or 12.7% of net sales for fiscal 2008. The increase in operating expenses of
$80.5 million in fiscal 2009 was primarily a result of pre-tax, non-cash goodwill and trademark
impairment charges of $82.7 million, $2.0 million of impairment related to masters and severance
costs of $1.1 million. These increased expenses were offset by $5.4 million decrease in the
professional fee expenses resulting from the completion of the enterprise resource planning (ERP)
system implementation.
Net loss for fiscal 2009 was $88.4 million or $2.44 per diluted share compared to net income
of $9.7 million or $0.27 per diluted share for last year.
The restructuring activities that we undertook during fiscal 2009, including a company-wide
workforce reduction and the winding down of the budget DVD video publishing business, have created
an operating platform that yields a reduced expense base. In addition to improving profitability
through expense-reduction initiatives, we anticipate that such initiatives will allow us to focus
greater attention on maximizing the results of the more profitable areas of our business.
Despite these challenging times, we are committed to licensing, acquisition of content and
driving sales and efficiencies. We intend to monitor the current business environment in order to
adjust our strategies appropriately.
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Discontinued Operations
On May 31, 2007, the Company sold all of the outstanding capital stock of its wholly-owned
subsidiary, Navarre Entertainment Media, Inc. (NEM) to an unrelated third party. In accordance
with SFAS No. 144, Accounting for the Impairment of Disposal of Long-Lived Assets, the Company has
presented the independent music distribution business as discontinued operations. The Company
received $6.5 million in cash proceeds from the sale, plus the assignment to the Company of the
trade receivables related to this business. The consolidated financial statements were reclassified
to segregate the assets, liabilities and operating results of the discontinued operations for all
periods presented. Prior to reclassification, the discontinued operations were reported in the
distribution operating segment.
As part of this transaction, the Company recorded a gain in the first quarter of fiscal 2008
of $6.1 million ($4.6 million net of tax), which included severance and legal costs of $339,000 and
other direct costs to sell of $842,000. The gain is included in Gain on sale of discontinued
operations in the Consolidated Statements of Operations.
During fiscal 2008, the Company adjusted the carrying value of the assets and liabilities of
discontinued operations by $502,000, ($245,000 net of tax) to reflect settled contingencies and
reserve adjustments. The additional gain is included in Gain on sale of discontinued operations
in the Consolidated Statement of Operations.
Net sales from discontinued operations for the years ended March 31, 2009, 2008 and 2007 were
zero, $5.2 million and $53.6 million, respectively. Net income (loss) from discontinued operations
was zero, $2.6 million or $0.07 per diluted share and $455,000 or $0.01 per diluted share for the
years ended March 31, 2009, 2008 and 2007, respectively.
Working Capital and Debt
Our business is working capital intensive and requires significant levels of working capital
primarily to finance accounts receivable and inventories. We have relied on trade credit from
vendors, amounts received on accounts receivable and our revolving credit facility for our working
capital needs. In March 2007, we amended and restated our credit agreement with General Electric
Capital Corporation (GE) and entered into a four year Term Loan facility with Monroe Capital
Advisors, LLC (Monroe). The GE agreement currently provides for a $65.0 million revolving credit
facility and the Monroe agreement provided for a $15.0 million Term Loan facility, which was paid
in full in connection with the Third Amendment of the GE revolving facility. At March 31, 2009 we
had $24.1 million outstanding on the revolving facility and, based on the facilitys borrowing base
and other requirements, $16.2 million was available. At March 31, 2008 we had total debt
outstanding of $31.3 million related to our revolving credit facility and $9.7 million outstanding
related to our Term Loan facility.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based
upon our consolidated financial statements, which have been prepared in conformity with accounting
principles generally accepted in the United States of America. The preparation of these
consolidated financial statements requires us to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, we review and evaluate our estimates,
including those related to customer programs and incentives, product returns, bad debt, production
costs and license fees, inventories, long-lived assets including intangible assets, goodwill,
share-based compensation, income taxes, contingencies and litigation. We base our estimates on
historical experience and various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Actual results could
differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies are affected by our judgment, estimates
and/or assumptions used in the preparation of our consolidated financial statements.
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Revenue Recognition
We recognize revenue on products shipped when title and risk of loss transfers, delivery has
occurred, the price to the buyer is determinable and collectibility is reasonably assured. We
recognize service revenues upon delivery of the services. Service revenues represented less than
10% of total net sales for fiscal 2009, 2008 and 2007. Under specific conditions, we permit our
customers to return products. We record a reserve for sales returns and allowances against amounts
due to reduce the net recognized receivables to the amounts we reasonably believe will be
collected. These reserves are based on the application of our historical gross profit percent
against average sales returns. Our actual sales return rates have averaged between 10% and 13% over
the past three years. Although our past experience has been a good indicator of future reserve
levels, there can be no assurance that our current reserve levels will be adequate in the future.
Our publishing business at times provides certain price protection, promotional monies, volume
rebates and other incentives to customers. We record these amounts as reductions in revenue.
Our distribution customers at times qualify for certain price protection and promotional
monies from our vendors. We serve as an intermediary to settle these amounts between vendors and
customers. We account for these amounts as reductions of revenues with corresponding reductions in
cost of sales.
FUNimations revenue is recognized upon meeting the recognition requirements of American
Institute of Certified Public Accountants Statement of Position No. 00-2 (SOP 00-2) Accounting by
Producers or Distributors of Films. Revenues from home video distribution are recognized, net of an
allowance for estimated returns, in the period in which the product is available for sale by the
Companys customers (generally upon shipment to the customer and in the case of new releases, after
street date restrictions lapse). Revenues from broadcast licensing and home video sublicensing
are recognized when the programming is available to the licensee and other recognition requirements
of SOP 00-2 are met. Fees received in advance of availability are deferred until revenue
recognition requirements have been satisfied. Royalties on sales of licensed products are
recognized in the period earned. In all instances, provisions for uncollectible amounts are
provided for at the time of sale.
Production Costs and License Fees FUNimation
In accordance with accounting principles generally accepted in the United States and industry
practice, the Company amortizes the costs of production using the individual-film-forecast method
under which such costs are amortized for each title or group of titles in the ratio that revenue
earned in the current period for such title bears to managements estimate of the total revenues to
be realized for such titles. All exploitation costs, including advertising and marketing costs are
expensed as incurred.
Management regularly reviews, and revises when necessary, its total revenue estimates on a
title-by-title or group of titles basis, which may result in a change in the rate of amortization
and/or a write-down of the asset to estimated fair value. The Company determines the estimated fair
value for properties based on the estimated future ultimate revenues and costs in accordance with
SOP 00-2.
Any revisions to ultimate revenues can result in significant quarter-to-quarter and
year-to-year fluctuation in production cost write-downs and amortization. The commercial potential
of individual films can vary dramatically, and is not directly correlated with production or
acquisition costs. Therefore, it is difficult to predict or project the impact that individual
films will have on the Companys results of operations. Significant fluctuations in reported income
or loss can occur, particularly on a quarterly basis, depending on the release schedules, broadcast
dates, the timing of advertising campaigns and the relative performance of the individual films.
License fees represent advance license/royalty payments made to program suppliers for
exclusive distribution rights. A program suppliers share of distribution revenues
(participation/royalty cost) is retained by the Company until the share equals the license fees
paid to the program supplier plus recoupable production costs. Thereafter, any excess is paid to
the program supplier. License fees are amortized as recouped by the Company which equals
participation/royalty costs earned by the program suppliers. Participation/royalty costs are
accrued/expensed in the same ratio that current period revenue for a title or group of titles bear
to the estimated remaining unrecognized ultimate revenue for that title, as defined by SOP 00-2.
When estimates of total revenues and costs indicate that an individual title will result in an
ultimate loss, an impairment charge is recognized to the extent that license fees and production
costs exceed estimated fair value, based on cash flows, in the period when estimated.
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Allowance for Doubtful Accounts
We perform periodic credit evaluations of our customers financial condition. In determining
the adequacy of our allowances, we analyze customer financial statements, historical collection
experience, aging of receivables, substantial down-grading of credit scores, bankruptcy filings,
and other economic and industry factors. Although we utilize risk management practices and
methodologies to determine the adequacy of the allowance, the accuracy of the estimation process
can be materially impacted by different judgments as to collectibility based on the information
considered and further deterioration of accounts. Our largest collection risks exist for customers
that are in bankruptcy, or at risk of bankruptcy, such as the bankruptcy of certain customers in
fiscal 2009 and 2007. If customer circumstances change (i.e., higher than expected defaults or an
unexpected material adverse change in a major customers ability to meet its financial obligations
to us), our estimates of the recoverability of amounts due could be reduced by a material amount.
Goodwill and Intangible Assets
We review goodwill for potential impairment annually for each reporting unit, or when events
or changes in circumstances indicate the carrying value of the goodwill might exceed its current
fair value. We also assess potential impairment of goodwill and intangible assets when there is
evidence that recent events or changes in circumstances have made recovery of an assets carrying
value unlikely. The amount of impairment loss would be recognized as the excess of the assets
carrying value over its fair value. Factors which may cause impairment include negative industry or
economic trends and significant underperformance relative to historical or projected future
operating results.
Our publishing segment had goodwill balances of zero and $81.7 million as of March 31, 2009
and 2008. We have no goodwill associated with our distribution segment. We determine fair value
using widely accepted valuation techniques, including discounted cash flow and market multiple
analysis. These types of analyses require us to make certain assumptions and estimates regarding
industry economic factors and the profitability of future business strategies. We conduct
impairment testing at least once annually based on our most current business strategy in light of
present industry and economic conditions, as well as future expectations. If the operating results
for our publishing segment deteriorate considerably and are not consistent with our assumptions and
estimates, we may be exposed to a goodwill impairment charge that could be material. As discussed
above, during the year ended March 31, 2009, we determined that the fair value of three of our
reporting units was less than their fair values, and accordingly, an impairment of goodwill and
other intangibles was recorded. In determining the amount of impairment, SFAS No. 142, Goodwill
and Other Intangible Assets (SFAS 142), requires the Company to analyze the fair values of the
assets and liabilities of the reporting units as if the reporting units had been acquired in a
current business combination.
Impairment of Long-Lived Assets
Long-lived assets, such as property and equipment and amortizable intangible assets, are
evaluated for impairment whenever events or changes in circumstances indicate the carrying value of
an asset may not be recoverable. An impairment loss is recognized when estimated undiscounted cash
flows expected to result from the use of the asset plus net proceeds expected from disposition of
the asset (if any) are less than the carrying value of the asset. When an impairment loss is
recognized, the carrying amount of the asset is reduced to its estimated fair value. If our results
from operations deteriorate considerably and are not consistent with our assumptions, we may be
exposed to a material impairment charge. As discussed above, during the year ended March 31, 2009,
we determined that the fair value of various long-lived assets was less than their fair values, and
accordingly, an impairment of other intangibles was recorded. In determining the amount of
impairment, SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142) and SOP 00-2, Accounting
by Producers or Distributors of Films, require the Company to analyze the fair values of the assets
and liabilities of the reporting units as if the reporting units had been acquired in a current
business combination.
Inventory Valuation
Our inventories are recorded at the lower of cost or market. We use certain estimates and
judgments to properly value inventory. We monitor our inventory to ensure that we properly identify
inventory items that are slow-moving,
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obsolete or non-returnable, on a timely basis. A significant risk in our distribution business
is product that has been purchased from vendors that cannot be sold at full distribution prices and
is not returnable to the vendors. A significant risk in our publishing business is that certain
products may run out of shelf life and be returned by our customers. Generally, these products can
be sold in bulk to a variety of liquidators. We establish reserves for the difference between
carrying value and estimated realizable value in the periods when we first identify the lower of
cost or market issue. If future demand or market conditions are less favorable than current
analyses, additional inventory write-downs or reserves may be required and would be reflected in
cost of sales in the period the determination is made.
Share-Based Compensation
We have granted stock options, restricted stock units and restricted stock to certain
employees and non-employee directors. We recognize compensation expense for all share-based
payments granted after March 31, 2006 and all share-based payments granted prior to but not yet
vested as of March 31, 2006, in accordance with SFAS 123R. Under the fair value recognition
provisions of SFAS 123R, we recognize share-based compensation net of an estimated forfeiture rate
and only recognize compensation cost for those shares expected to vest on a straight-line basis
over the requisite service period of the award (normally the vesting period) or when the
performance condition has been met. Prior to the adoption of SFAS 123R, we accounted for
share-based payments under APB Opinion No. 25, Accounting for Stock Issued to Employees, (APB 25)
and accordingly, only recognized compensation expense for stock options or restricted stock, which
had a grant date intrinsic value.
Determining the appropriate fair value model and calculating the fair value of share-based
payment awards require the input of highly subjective assumptions, including the expected life of
the share-based payment awards and stock price volatility. We use the Black-Scholes model to value
our stock option awards and a lattice model to value restricted stock unit awards. We believe
future volatility will not materially differ from the historical volatility. Thus, the fair value
of the share-based payment awards represents our best estimates, but these estimates involve
inherent uncertainties and the application of management judgment. As a result, if factors change
and we use different assumptions, share-based compensation expense could be materially different in
the future. In addition, we are required to estimate the expected forfeiture rate and only
recognize expense for those shares expected to vest. If the actual forfeiture rate is materially
different from the estimate, share-based compensation expense could be significantly different from
what has been recorded in the current period.
Income Taxes
Income taxes are recorded under the liability method, whereby deferred income taxes are
provided for temporary differences between the financial reporting and tax basis of assets and
liabilities. In the preparation of our consolidated financial statements, management is required to
estimate income taxes in each of the jurisdictions in which we operate. This process involves
estimating actual current tax exposures together with assessing temporary differences resulting
from differing treatment of items for tax and accounting purposes. These differences result in
deferred tax assets and liabilities, which are included in our Consolidated Balance Sheets.
Management reviews our deferred tax assets for recoverability on a quarterly basis and assesses the
need for valuation allowances. These deferred tax assets are evaluated by considering historical
levels of income, estimates of future taxable income streams and the impact of tax planning
strategies. A valuation allowance is recorded to reduce deferred tax assets when it is determined
that it is more likely than not that we would not be able to realize all or part of our deferred
tax assets. We carried a valuation allowance at March 31, 2007 of $1.0 million related to the loss
associated with the variable interest entity (VIE), Mix & Burn. We determined in fiscal year 2008
that certain deferred tax assets could be realized due to the recognition of the gain on the sale
of NEM, and the previously recorded valuation allowance was then reversed. At March 31, 2009 we
carried a valuation allowance against our net deferred tax assets of $21.4 million which represents
the amount of temporary differences which we do not anticipate recognizing with future projected
income for fiscal years 2010 through 2013, or by net operating loss carrybacks.
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 became effective for and was
adopted by the Company on April 1, 2007. FIN 48 defines the threshold for recognizing the benefits
of tax positions in the financial statements as more-likely-than-not to be sustained upon
examination. The interpretation also provides guidance on the de-recognition, measurement and
classification of income tax uncertainties, along with any related interest and penalties. FIN 48
also requires expanded disclosure at the end of each annual reporting period including a tabular
reconciliation of unrecognized tax benefits.
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Contingencies and Litigation
There are various claims, lawsuits and pending actions against us. If a loss arising from
these actions is probable and can be reasonably estimated, we record the amount of the estimated
loss. If the loss is estimated using a range within which no point is more probable than another,
the minimum estimated liability is recorded. Based on current available information, we believe the
ultimate resolution of existing actions will not have a materially adverse effect on our
consolidated financial statements. As additional information becomes available, we assess any
potential liability related to existing actions and may need to revise our estimates. Future
revisions of our estimates could materially impact our consolidated results of operations, cash
flows or financial position.
Recently Issued Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, Fair
Value Measurements, (SFAS No. 157), which is effective for fiscal years beginning after November
15, 2007 and for interim periods within those years. This statement defines fair value, establishes
a framework for measuring fair value and expands the related
disclosure requirements. In February 2008, the FASB issued
FSP 157-2, which delays the effective date of FAS 157 for
all nonfinancial assets and liabilities, except those recognized or
disclosed at fair value in the financial statements on a recurring
basis (at least annually), until our fiscal year 2010.
Effective April 1, 2008, the Company adopted SFAS No. 157. The adoption of SFAS No. 157 did not
have a material impact on the Companys financial condition or results of operations.
In February 2007, the FASB issued SFAS No. 159 (SFAS No. 159), The Fair Value Option for
Financial Assets and Financial Liabilities-Including an Amendment of FASB Statement No. 115. SFAS
No. 159 expands the use of fair value accounting but does not affect existing standards that
require assets or liabilities to be carried at fair value. Under SFAS No. 159, a company may elect
to use fair value to measure accounts and loans receivable, available-for-sale and held-to-maturity
securities, equity method investments, accounts payable, guarantees and issued debt. Other eligible
items include firm commitments for financial instruments that otherwise would not be recognized at
inception and non-cash warranty obligations where a warrantor is permitted to pay a third party to
provide the warranty goods or services. If the use of fair value is elected, any upfront costs and
fees related to the item must be recognized in earnings and cannot be deferred, e.g., debt issue
costs. The fair value election is irrevocable and generally made on an instrument-by-instrument
basis, even if a company has similar instruments that it elects not to measure based on fair value.
At the adoption date, unrealized gains and losses on existing items for which fair value has been
elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the
adoption of SFAS No. 159, changes in fair value are recognized in earnings. Effective April 1,
2008, the Company adopted SFAS No. 159. The Company has elected not to measure any additional
financial instruments or other items at fair value.
During December 2007, the FASB issued FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements an amendment of ARB No. 51 (SFAS No. 160). SFAS No. 160
establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary
and for the deconsolidation of a subsidiary. Specifically, SFAS No. 160 requires the recognition of
a noncontrolling interest (minority interest) as equity in the consolidated financial statements
and separate from the parents equity. The amount of net income attributable to the noncontrolling
interest will be included in consolidated net income on the face of the income statement. SFAS No.
160 clarifies that changes in a parents ownership interest in a subsidiary that do not result in
deconsolidation are equity transactions if the parent retains its controlling financial interest.
In addition, SFAS No. 160 requires that a parent recognize a gain or loss in net income when a
subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the
noncontrolling equity investment on the deconsolidation date. SFAS No. 160 also includes expanded
disclosure requirements regarding the interests of the parent and its noncontrolling interest. SFAS
No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning
with the quarter ended June 30, 2009. Earlier adoption is prohibited. The Company is currently
determining the impact, if any, SFAS No. 160 will have on its financial condition, results of
operations and cash flows.
On December 4, 2007, the FASB issued FASB Statement No. 141 (Revised 2007), Business
Combinations (FAS 141(R)). FAS 141(R) will significantly change the accounting for business
combinations. Under Statement
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141(R), an acquiring entity will be required to recognize all the assets acquired and
liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions.
FAS 141(R) will change the accounting treatment for certain specific items, including:
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Acquisition costs will generally be expensed as incurred; |
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Noncontrolling interests (formerly known as minority interests)will be valued at fair
value at the acquisition date; |
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Acquired contingent liabilities will be recorded at fair value at the acquisition date
and subsequently measured at either the higher of such amount or the amount determined
under existing guidance for non-acquired contingencies; |
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In-process research and development will be recorded at fair value as an
indefinite-lived intangible asset at the acquisition date; |
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Restructuring costs associated with a business combination will be generally expensed
subsequent to the acquisition date; and |
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Changes in deferred tax asset valuation allowances and income tax uncertainties after
the acquisition date generally will affect income tax expense. |
FAS 141(R) also includes a substantial number of new disclosure requirements. The statement
applies prospectively to business combinations for which the acquisition date is on or after the
beginning of an entitys fiscal year that begins after
December 15, 2008, and will be adopted by the Company in the
first quarter of fiscal 2010.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities, an amendment of SFAS No. 133 (SFAS No. 161). SFAS No. 161 is intended to
improve financial reporting standards for derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand the effects these
instruments and activities have on an entitys financial position, financial performance, and cash
flows. SFAS No. 161 also improves transparency about the location and amounts of derivative
instruments in an entitys financial statements; how derivative instruments and related hedged
items are accounted for under Statement 133; and how derivative instruments and related hedged
items affect its financial position, financial performance, and cash flows. SFAS No. 161 is
effective for financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. The Company adopted SFAS No. 161 on January 1, 2009, which did not have an
impact on its consolidated financial statements.
In May 2008, the FASB issued Statements of Financial Standards No. 162 (SFAS No. 162), The
Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 is intended to improve
financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting
principles to be used in preparing financial statements that are presented in conformity with U.S.
generally accepted accounting principles (GAAP) for non-governmental entities. The Company adopted
SFAS No. 162 on its effective date, November 15, 2008, and it did not have a material impact on the
preparation of its consolidated financial statements.
In May 2009, the FASB issued Statements of Financial Standards No. 165 (SFAS No. 165),
Subsequent Events. SFAS No. 165 requires all public entities to evaluate subsequent events through
the date that the financial statements are available to be issued and disclose in the notes the
date through which the Company has evaluated subsequent events and whether the financial statements
were issued or were available to be issued on the disclosed date. SFAS No. 165 defines two types
of subsequent events, as follows: the first type consists of events or transactions that provide
additional evidence about conditions that existed at the date of the balance sheet and the second
type consists of events that provide evidence about conditions that did not exist at the date of
the balance sheet but arose after that date. SFAS No. 165 is effective for interim and annual
periods ending after June 15, 2009 and must be applied prospectively.
34
Reconciliation of GAAP Net Sales to Net Sales Before Inter-Company Eliminations
In evaluating our financial performance and operating trends, management considers information
concerning our net sales before inter-company eliminations of sales that are not prepared in
accordance with generally accepted accounting principles (GAAP) in the United States. Management
believes these non-GAAP measures are useful because they provide supplemental information that
facilitates comparisons to prior periods and for the evaluations of financial results. Management
uses these non-GAAP measures to evaluate its financial results, develop budgets and manage
expenditures. The method we use to produce non-GAAP results is not computed according to GAAP, is
likely to differ from the methods used by other companies and should not be regarded as a
replacement for corresponding GAAP measures. Net sales before inter-company eliminations has
limitations as a supplemental measure, and you should not consider it in isolation or as a
substitute for analysis of our results as reported under GAAP.
The following table represents a reconciliation of GAAP net sales to net sales before
inter-company eliminations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
(Unaudited) |
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
(In thousands) |
|
2009 |
|
|
2008 |
|
|
2007 |
|
Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
Publishing |
|
$ |
102,828 |
|
|
$ |
117,423 |
|
|
$ |
126,651 |
|
Distribution |
|
|
592,893 |
|
|
|
611,007 |
|
|
|
587,881 |
|
|
|
|
|
|
|
|
|
|
|
Net sales before inter-company eliminations |
|
|
695,721 |
|
|
|
728,430 |
|
|
|
714,532 |
|
Inter-company sales |
|
|
(64,730 |
) |
|
|
(69,958 |
) |
|
|
(69,742 |
) |
|
|
|
|
|
|
|
|
|
|
Net sales as reported |
|
$ |
630,991 |
|
|
$ |
658,472 |
|
|
$ |
644,790 |
|
|
|
|
|
|
|
|
|
|
|
35
Results of Operations
The following table sets forth for the periods indicated, the percentage of net sales
represented by certain items included in our Consolidated Statements of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years Ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
Publishing |
|
|
16.3 |
% |
|
|
17.8 |
% |
|
|
19.6 |
% |
Distribution |
|
|
94.0 |
|
|
|
92.8 |
|
|
|
91.2 |
|
Inter-company sales |
|
|
(10.3 |
) |
|
|
(10.6 |
) |
|
|
(10.8 |
) |
|
|
|
|
|
|
|
|
|
|
Total net sales |
|
|
100.0 |
|
|
|
100.0 |
|
|
|
100.0 |
|
Cost of sales, exclusive of depreciation and amortization |
|
|
89.4 |
|
|
|
84.6 |
|
|
|
83.4 |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
10.6 |
|
|
|
15.4 |
|
|
|
16.6 |
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing |
|
|
4.0 |
|
|
|
4.2 |
|
|
|
4.4 |
|
Distribution and warehousing |
|
|
1.9 |
|
|
|
1.9 |
|
|
|
1.9 |
|
General and administrative |
|
|
5.2 |
|
|
|
5.2 |
|
|
|
5.5 |
|
Bad debt |
|
|
|
|
|
|
|
|
|
|
0.6 |
|
Depreciation and amortization |
|
|
1.8 |
|
|
|
1.4 |
|
|
|
1.7 |
|
Goodwill and intangible impairment |
|
|
13.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
26.0 |
|
|
|
12.7 |
|
|
|
14.1 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
(15.4 |
) |
|
|
2.7 |
|
|
|
2.5 |
|
Interest expense |
|
|
(0.7 |
) |
|
|
(0.9 |
) |
|
|
(1.6 |
) |
Interest income |
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Other income (expense), net |
|
|
(0.2 |
) |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before taxes |
|
|
(16.3 |
) |
|
|
1.9 |
|
|
|
1.0 |
|
Income tax benefit (expense) |
|
|
2.3 |
|
|
|
(0.8 |
) |
|
|
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations |
|
|
(14.0 |
) |
|
|
1.1 |
|
|
|
0.6 |
|
Discontinued operations, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of discontinued operations |
|
|
|
|
|
|
0.7 |
|
|
|
|
|
Loss from discontinued operations |
|
|
|
|
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
(14.0 |
)% |
|
|
1.5 |
% |
|
|
0.6 |
% |
|
|
|
|
|
|
|
|
|
|
Certain information in this section contains forward-looking statements. Our actual results
could differ materially from the statements contained in the forward-looking statements as a result
of a number of factors, including risks and uncertainties inherent in our business, dependency upon
key employees, the seasonality of our business, dependency upon significant customers and vendors,
erosions in our gross profit margins, dependency upon financing, obtaining additional financing
when required, dependency upon software developers and manufacturers, risks of returns and
inventory obsolescence, effect of technology developments, effect of free product downloads, change
in retailers methods of distribution and the possible volatility of our stock price. See also
Business Forward-Looking Statements/Risk Factors in Item 1A of this Form 10-K.
Publishing Segment
The publishing segment includes Encore, FUNimation and BCI. In fiscal 2009, BCI began winding
down its licensing operations related to budget DVD video.
Fiscal 2009 Results Compared With Fiscal 2008
Net Sales
Net sales for the publishing segment decreased 12.4% to $102.8 million (before inter-company
eliminations) for fiscal 2009 from $117.4 million (before inter-company eliminations) for fiscal
2008. The decrease in net sales was primarily due to an overall retail decline and deteriorating
economic conditions. The Company believes future net sales will be dependent upon the ability to
continue to add new, appealing content and upon the strength of the retail environment and overall
economic conditions.
36
Gross Profit
Gross profit for the publishing segment was $14.2 million or 13.8% as a percent of net sales
for fiscal 2009 and $43.2 million or 36.8% as a percent of net sales for fiscal 2008. The $29.0
million decrease in gross profit was primarily a result of the impairment and other charges of
$16.4 million related to accounts receivable reserves, inventory and prepaid royalties associated
with the BCI restructuring; impairment and other charges of $8.8 million related to license
advances, production costs and inventory associated with the FUNimation restructuring and decreased
sales volume, offset by a reduction in royalty rates to certain licensors. The decrease in gross
profit margin percentage from 36.8% to 13.8%, a total decrease of 23.0%, was due to impairment and
other charges (24.6% of the decrease), which was offset by improved margins from product sales mix
and reduced royalty rates to certain licensors. We expect future gross profit rates to fluctuate
depending principally upon the make-up of product sales.
Operating Expenses
Total operating expenses increased $82.0 million for the publishing segment to $112.5 million
or 109.4% of net sales, for fiscal 2009, from $30.5 million or 26.0% of net sales for fiscal 2008.
Overall expenses increased in all categories of operating expenses except selling and marketing
expenses which decreased.
Selling and marketing expenses were $11.2 million or 10.9% of net sales for fiscal 2009 and
$13.2 million or 11.2% of net sales for fiscal 2008. The decrease of $2.0 million from the prior
year is primarily due to personnel cost savings of $950,000 primarily from BCIs headcount
reduction, a $400,000 reduction in travel and entertainment expenses and a $650,000 reduction of
discretionary marketing and advertising program expense.
General and administrative expenses for the publishing segment consist principally of
executive, accounting and administrative personnel and related expenses, including professional
fees. General and administrative expenses for the publishing segment were $11.5 million or 11.2%
of net sales for fiscal 2009 and $11.0 million or 9.4% of net sales for fiscal 2008. The increase
was primarily due to restructuring severance costs of $330,000, $560,000 in increased legal and
professional costs related to new business initiatives offset by decreased rent expense in fiscal
2009, resulting from the BCI relocation from California to Minnesota during fiscal 2008.
Bad debt expense was $100,000 for fiscal 2009 and bad debt recovery was $75,000 for fiscal
2008.
Depreciation and amortization expense was $6.9 million for fiscal 2009 and $6.3 million for
fiscal 2008. The increase was primarily due to impairment of intangibles related to the operations
of BCI of $2.0 million, offset by a reduction in amortization expense related to acquisition
related intangibles.
Goodwill and intangible impairment for the publishing segment was $82.7 million for fiscal
2009 compared to zero for fiscal 2008. During fiscal 2009, the Company concluded that indicators
of potential impairment were present due to the sustained decline in the Companys share price
which resulted in the market capitalization of the Company being less than its book value. The
Company conducted impairment tests during fiscal 2009 based on present facts and circumstances and
its business strategy in light of existing industry and economic conditions, as well as taking,
into consideration future expectations. Accordingly, goodwill impairments were recorded throughout
fiscal 2009.
Operating Income (Loss)
The publishing segment had operating loss from continuing operations of $98.3 million for
fiscal 2009 compared to operating income of $12.7 million for fiscal 2008.
Fiscal 2008 Results Compared With Fiscal 2007
Net Sales
Net sales for the publishing segment decreased 7.3% to $117.4 million (before inter-company
eliminations) for fiscal 2008 from $126.7 million (before inter-company eliminations) for fiscal
2007. The decrease in net sales was
37
primarily due to a softness in net sales due to a decline in certain PC software and DVD
categories, offset by strong anime home video net sales from releases which included Afro Samurai,
Fullmetal Alchemist, Witchblade, Dragon Ball Z.
Gross Profit
Gross profit for the publishing segment was $43.2 million or 36.8% as a percent of net sales
for fiscal 2008 and $46.6 million or 36.8% as a percent of net sales for fiscal 2007. The gross
margin rate remained relatively flat between the periods.
Operating Expenses
Operating expenses for the publishing segment were $30.5 million, or 26.0% of net sales, for
fiscal 2008 and $36.5 million, or 28.8% of net sales for fiscal 2007. Overall expenses decreased in
all categories of operating expenses.
Selling and marketing expenses were $13.2 million or 11.2% of net sales for fiscal 2008 and
$14.2 million or 11.2% of net sales for fiscal 2007. The decrease of $1.0 million from the prior
year is primarily due to decreased product development and advertising spending on products.
General and administrative expenses were $11.0 million or 9.4% of net sales for fiscal 2008
and $11.8 million or 9.3% of net sales for fiscal 2007. Decreases of $1.4 million in personnel
costs and $183,000 in professional fees were offset by increases in legal fees of $481,000 related
to a settlement and rent expense of $361,000 related to costs associated with the new FUNimation
lease and termination of prior BCI and FUNimation leases.
Bad debt recovery was $75,000 for fiscal 2008 and bad debt expense was $2.2 million for fiscal
2007. Fiscal 2007 included the write-off of amounts due to the bankruptcy of a retailer and the
write-off of amounts due from a FUNimation acquisition accounts receivable.
Depreciation and amortization expense was $6.3 million for fiscal 2008 and $8.3 million for
fiscal 2007. Fiscal 2008 amortization expense was reduced by $2.4 million on intangibles related to
the FUNimation acquisition.
Operating Income
The publishing segment had operating income from continuing operations of $12.7 million for
fiscal 2008 and $10.1 million for fiscal 2007.
Distribution Segment
The distribution segment distributes PC software, DVD video, video games and accessories and
independent music (through May 2007).
Fiscal 2009 Results Compared With Fiscal 2008
Net Sales
Net sales for the distribution segment were $592.9 million (before inter-company eliminations)
for fiscal 2009 compared to $611.0 million (before inter-company eliminations) for fiscal 2008. The
$18.1 million or 3.0% decrease in net sales for fiscal 2009 was due to decreased sales in the
software and home video categories, offset by increased sales of video game product. Sales
decreased $31.3 million in the software product group to $467.0 million for fiscal 2009 compared to
$498.3 million for fiscal 2008 primarily due to the approximately $24.5 million loss of sales from
a large retailer that filed a bankruptcy petition and the overall retail decline and deteriorating
economic conditions. DVD video decreased to $55.2 million for fiscal 2009 from $64.7 million in
fiscal 2008 due primarily to overall retail decline and deteriorating economic conditions. Video
games increased to $70.7 million in fiscal 2009 from $48.1 million in fiscal 2008, due to increased
sales from new product releases. The Company believes future net sales will be dependent upon the ability to continue to add new, appealing content and upon
the strength of the retail environment and overall economic conditions.
38
Gross Profit
Gross profit for the distribution segment was $52.8 million or 8.9% of net sales for fiscal
2009 compared to $58.4 million or 9.6% of net sales for fiscal 2008. The decrease in gross profit
of $5.6 million was primarily due to the sales volume decrease. The decrease in gross profit
margin percentage for fiscal 2009 was due to the increased sales of lower margin products. We
expect gross profit rates to fluctuate depending principally upon the make-up of products sold.
Operating Expenses
Total operating expenses for the distribution segment were $51.7 million or 8.7% of net sales
for fiscal 2009 compared to $53.3 million or 8.7% of net sales for fiscal 2008. Overall expenses
for selling and marketing, distribution and warehouse and general and administrative expenses
decreased, which were partially offset by increases in bad debt expense and depreciation and
amortization.
Selling and marketing expenses for the distribution segment remained flat at $14.1 million or
2.4% of net sales for fiscal 2009 compared to $14.2 million or 2.3% of net sales for fiscal 2008.
Distribution and warehousing expenses for the distribution segment remained flat at $12.2
million or 2.1% of net sales for fiscal 2009 compared to $12.7 million or 2.1% of net sales for
fiscal 2008.
General and administration expenses for the distribution segment consist principally of
executive, accounting and administrative personnel and related expenses, including professional
fees. General and administration expenses for the distribution segment were $21.2 million or 3.6%
of net sales for fiscal 2009 compared to $23.1 million or 3.8% of net sales for fiscal 2008. The
$1.9 million decrease is primarily due to $1.4 million of decreased professional and legal fees and
a decrease of $1.4 million in fees related to the ERP implementation offset by severance costs of
$504,000.
Bad debt expense was $200,000 or 0.0% as a percent of net sales for fiscal 2009 compared to
$60,000 or 0.0% for fiscal 2008 due to an increase in reserves for a large retailer that filed for
bankruptcy and subsequently decided to liquidate.
Depreciation and amortization for the distribution segment was $4.1 million for fiscal 2009
compared to $3.3 million for fiscal 2008. The increase is principally due to the depreciation of
the ERP system.
Operating Income
Net operating income from continuing operations for the distribution segment was $1.1 million
for fiscal 2009 compared to a net operating income from continuing operations of $5.1 million for
fiscal 2008.
Fiscal 2008 Results Compared With Fiscal 2007
Net Sales
Net sales for the distribution segment were $611.0 million (before inter-company eliminations)
for fiscal 2008 compared to $587.9 million (before inter-company eliminations) for fiscal 2007. The
$23.1 million or 3.9% increase in net sales for fiscal 2008 was principally due to increases in
sales in all categories except for our DVD video category. Sales increased in the software product
group to $498.3 million for fiscal 2008 compared to $466.4 million for fiscal 2007. Software
continued to expand its market share presence. DVD video decreased to $64.7 million for fiscal 2008
from $76.7 million in fiscal 2007 due primarily to the loss of business with an electronics
department store retailer. Video games increased to $48.1 million in fiscal 2008 from $44.8 million
in fiscal 2007, due to increased publisher rosters and strong releases.
39
Gross Profit
Gross profit for the distribution segment was $58.4 million or 9.6% of net sales for fiscal
2008 compared to $60.7 million or 10.3% of net sales for fiscal 2007. The decrease in gross profit
as a percent of net sales for fiscal 2008 was due to a shift in sales mix from higher gross margin
products. The Company expects gross profit to fluctuate depending upon the make-up of product sold.
Operating Expenses
Total operating expenses for the distribution segment were $53.3 million or 8.7% of net sales
for fiscal 2008 compared to $54.5 million or 9.3% of net sales for fiscal 2007. Overall expenses
for general and administrative and bad debt expense decreased, which were partially offset by
increases in selling and marketing expenses, distribution and warehouse expenses and depreciation
and amortization.
Selling and marketing expenses for the distribution segment remained flat at $14.2 million or
2.3% of net sales for fiscal 2008 compared to $14.1 million or 2.4% of net sales for fiscal 2007.
Distribution and warehousing expenses for the distribution segment remained flat at $12.7
million or 2.1% of net sales for fiscal 2008 compared to $12.3 million or 2.1% of net sales for
fiscal 2007.
General and administration expenses for the distribution segment consist principally of
executive, accounting and administrative personnel and related expenses, including professional
fees. General and administration expenses for the distribution segment were $23.1 million or 3.8%
of net sales for fiscal 2008 compared to $24.0 million or 4.1% of net sales for fiscal 2007. The
total fluctuation between periods reflected higher expenses for fiscal 2008, primarily an increase
of $1.7 million due to the implementation of a new ERP system and $1.5 million of professional and
legal fees. These increases were offset by decreases in salaries of $1.4 million, of which $817,000
primarily related to incentive-based deferred compensation expense related to the former CEOs
employment agreement, decreased bonus expense of $711,000 due to the overall performance of the
Company and other general and administrative expenses.
Bad debt expense was $60,000 or 0.0% as a percent of net sales for fiscal 2008 compared to
$1.4 million or 0.2% for fiscal 2007. Fiscal 2007 included the write-off of accounts receivable of
$1.7 million due to the bankruptcy of a retailer. This was partially offset by recoveries of other
accounts receivable that were previously written off.
Depreciation and amortization for the distribution segment was $3.3 million for fiscal 2008
compared to $2.6 million for fiscal 2007. The increase was principally due to the new ERP system.
Operating Income
Net operating income from continuing operations for the distribution segment was $5.1 million
for fiscal 2008 compared to a net operating income from continuing operations of $6.3 million for
fiscal 2007.
Consolidated Other Income and Expense for All Periods
Other income and expense, net, increased to net expense of $5.8 million in fiscal 2009 from
net expense of $5.5 million in fiscal 2008. Interest expense was $4.6 million for fiscal 2009
compared to $6.1 million for fiscal 2008. The decrease in interest expense for fiscal 2009 is a
result of a reduction in total outstanding debt and effective interest rates from the prior year,
partially offset by the write-off of debt acquisition fees and prepayment penalty fees. Other
income (expense) amounts for fiscal 2009 consisted primarily of interest income of $86,000 and $1.3
million of other expense, primarily related to foreign exchange loss. Other income (expense)
amounts for fiscal 2008 consisted primarily of interest income of $259,000 and $366,000 of net
other income, primarily related to foreign exchange gain.
Other income and expense, net, decreased to net expense of $5.5 million in fiscal 2008 from
net expense of $10.2 million in fiscal 2007. Interest expense was $6.1 million for fiscal 2008
compared to $10.2 million for fiscal 2007. The decrease in interest expense for fiscal 2008 was a
result of a reduction in debt levels in fiscal 2008 and the write-off of debt financing costs in
fiscal 2007 of $2.4 million, related to our prior debt facility. Other income (expense) amounts for
fiscal 2008 consisted primarily of interest income of $259,000 and $366,000 of net other
40
income, primarily related to foreign exchange gain. Other income (expense) amounts for fiscal
2007 consisted primarily of interest income of $357,000, $251,000 of warrant expense related to the
March 2006 private placement and $50,000 of net other expense.
Consolidated Income Tax Expense or Benefit from Continuing Operations for All Periods
We recorded consolidated income tax benefit of $14.5 million for fiscal 2009, or an effective
rate of 14.1%. Income tax expense for fiscal 2008 of $5.3 million, or an effective tax rate of
42.8% and income tax expense of $2.6 million for fiscal 2007, or an effective tax rate of 41.9%.
Deferred tax assets are evaluated by considering historical levels of income, estimates of
future taxable income streams and the impact of tax planning strategies. A valuation allowance is
recorded to reduce deferred tax assets when it is determined that it is more likely than not, based
on the weight of available evidence, we would not be able to realize all or part of our deferred
tax assets. An assessment is required of all available evidence, both positive and negative, to
determine the amount of any required valuation allowance. The change in the effective tax rate for
the year ended March 31, 2009 is principally attributable to the fact that we recorded a valuation
allowance against the deferred tax assets of $21.4 million during fiscal 2009 which represents the
amount of temporary differences we do not anticipate recognizing with future projected income for
fiscal years 2010 through 2013, or by net operating loss carrybacks.
We adopted the provisions of FIN 48 on April 1, 2007, which had no impact on our retained
earnings. At adoption, we had approximately $417,000 of gross unrecognized income tax benefits
(UTBs) as a result of the implementation of FIN 48 and approximately $327,000 of UTBs, net of
federal and state income tax benefits, related to various federal and state matters, that would
impact the effective tax rate if recognized. We recognize interest accrued related to UTBs in the
provision for income taxes. As of April 1, 2008, interest accrued was approximately $56,000, which
was net of federal and state tax benefits. Total UTBs net of deferred federal and state tax
benefits that would impact the effective tax rate if recognized, were $734,000. During the year
ended March 31, 2009 an additional $230,000 of UTBs were accrued, which was net of $57,000 of
federal and state income tax benefits. As of March 31, 2009, interest accrued was $127,000 and
total UTBs, net of deferred federal and state income tax benefits were $964,000.
Consolidated Net (Loss) Income from Continuing Operations
We recorded a net loss from continuing operations of $88.4 million for fiscal 2009 and net
income from continuing operations of $7.1 million and $3.6 million for fiscal 2008 and 2007,
respectively.
Discontinued Operations
The Companys businesses classified as discontinued operations recorded net income from
operations of zero, net loss from operations of $2.3 million, net of tax, and net income from
operations of $455,000, net of tax, for the years ended March 31, 2009, 2008 and 2007,
respectively. The Company recorded a gain on the sale of discontinued operations of $4.9 million,
net of tax, for the year ended March 31, 2008.
Consolidated Net (Loss) Income for All Periods
Net loss for fiscal year 2009 was $88.4 million compared to net income of $9.7 million and
$4.1 million for fiscal years 2008 and 2007, respectively.
Market Risk
The Companys exposure to market risk is primarily due to the fluctuating interest rates
associated with variable rate indebtedness. See Item 7A Quantitative and Qualitative Disclosure
About Market Risk.
41
Seasonality and Inflation
Quarterly operating results are affected by the seasonality of our business. Specifically, our
third quarter (October 1-December 31) typically accounts for our largest quarterly revenue figures
and a substantial portion of our earnings. Our third quarter accounted for approximately 27.2%,
33.0%, and 30.3% of our net sales for the fiscal years ended March 31, 2009, 2008 and 2007. As a
supplier of products ultimately sold to retailers, our business is affected by the pattern of
seasonality common to other suppliers of retailers, particularly during the holiday selling season.
The 2008 holiday season, however, was disappointing to most retailers and distributors as consumers
remained cautious about discretionary spending. As a result, several of our customers recently
experienced significant financial difficulty, with one major customer filing for bankruptcy and
subsequently liquidating. Consequently, our financial results have been negatively impacted by the
downtown in the economy, particularly during the third quarter of fiscal 2009. Inflation is not
expected to have a significant impact on our business, financial condition or results of operations
since we can generally offset the impact of inflation through a combination of productivity gains
and price increases.
Liquidity and Capital Resources
Cash Flow Analysis
Operating Activities
Cash provided by operating activities for fiscal 2009 totaled $16.5 million, compared to $18.4
million and $21.4 million for fiscal 2008 and 2007, respectively.
The net cash provided by operating activities for fiscal 2009 mainly reflected our net loss,
combined with various non-cash charges, including depreciation and amortization of $30.6 million,
write-off of debt acquisition costs of $950,000, goodwill and intangible impairment of $82.7
million, share-based compensation of $1.0 million, deferred income taxes of $10.5 million and an
increase in deferred revenue of $182,000, offset by our working capital demands. The following are
changes in the operating assets and liabilities during fiscal 2009: accounts receivable decreased
by $4.0 million primarily due to a sales decrease and the timing of receipts; inventories decreased
by $5.9 million, primarily due to the inventory impairment of $7.2, offset by operating needs
associated with broadened title selections; prepaid expenses decreased by $1.0 million primarily
due to prepaid royalty advances, net of impairment of $7.1 million; production costs and license
fees increased $7.3 million and $10.6 million, respectively, due primarily to new content
acquisitions; income taxes receivable increased $3.9 million, primarily due to our anticipated net
operating loss carryback; other assets decreased $739,000 due to amortization and recoupments;
accounts payable increased $14.5 million, primarily as a result of timing of disbursements; and
accrued expenses decreased $4.8 million primarily related to sales driven royalty expenses.
The net cash provided by operating activities for fiscal 2008 mainly reflected our net income
combined with various non-cash charges, including depreciation and amortization of $9.7 million,
amortization of license fees of $6.9 million, amortization of production costs of $3.3 million,
share-based compensation expense of $1.1 million, deferred compensation costs of $787,000, a change
in deferred income taxes of $2.8 million and by our working capital demands. The following are
changes in the operating assets and liabilities during fiscal 2008: accounts receivable increased
by $6.2 million, reflecting timing of collections; inventories decreased by $4.1 million, primarily
reflecting a focus on reducing inventory; prepaid expenses increased by $1.0 million, primarily
reflecting royalty advances in the publishing segment; other assets decreased $600,000, primarily
due to amortization and recoupments; production costs and license fees increased $5.2 million and
$11.8 million, respectively, due primarily to new content acquisitions; accounts payable increased
$5.1 million, primarily due to timing of disbursements and accrued expenses increased $2.8 million,
primarily as result of royalties payable on sales.
The net cash provided by operating activities for fiscal 2007 mainly reflected our net income,
combined with various non-cash charges, including depreciation and amortization of $11.0 million,
amortization and write-off of deferred financing costs of $3.0 million, amortization of license
fees of $7.4 million, amortization of production costs of $2.3 million, share-based compensation
expense of $910,000, deferred compensation costs of $1.1 million, offset by a change in deferred
income taxes of $1.2 million and by our working capital demands. The following are changes in the
operating assets and liabilities during fiscal 2007: accounts receivable increased by $1.0 million;
inventories decreased by $3.9 million, primarily reflecting a focus on reducing inventory levels;
prepaid expenses increased by $2.0 million, primarily reflecting royalty advances in the publishing
segment; income taxes receivable
42
decreased by $3.6 million, primarily due to the timing of required tax payments and tax
refunds; other assets decreased $1.9 million, primarily due to amortization and recoupments;
production costs and license fees increased $3.9 million and $9.6 million, respectively, due
primarily to new content acquisitions; accounts payable increased $2.3 million, primarily due to
timing of disbursements; and accrued expenses decreased $2.2 million, primarily due to decreased
accrued interest expense and royalty payments.
Investing Activities
Cash flows used in investing activities totaled $334,000, $13.9 million and $8.9 million in
fiscal 2009, 2008 and 2007, respectively.
Acquisition of property and equipment totaled $3.5 million, $8.6 million and $7.1 million in
fiscal 2009, 2008 and 2007, respectively. Purchases of assets in fiscal 2009 consisted primarily of
computer equipment and the final implementation of our ERP project. Purchases of fixed assets in
fiscal 2008 and 2007 primarily related to the ERP project and warehouse equipment.
Purchase of intangible assets totaled $666,000, $1.4 million and $1.5 million for fiscal 2009,
2008 and 2007, respectively. The acquisition of software development totaled $677,000 for fiscal
2009.
Proceeds from the sales of assets held for sale were $1.4 million for fiscal 2009 and were in
conjunction with the sale of real estate and related assets located in Decatur, Texas to an
unrelated party.
The sale of marketable securities held in a Rabbi trust was $3.2 million during fiscal 2009
related to deferred compensation payments to our former CEO. Purchases of marketable equity
securities totaled $4.0 million for fiscal 2008, which related to the creation of a Rabbi trust
formed for purposes of funding future deferred compensation payments to our former CEO.
Financing Activities
Cash flows used in financing activities were $20.6 million in fiscal 2009, $13.1 million in
fiscal 2008 and $26.9 million in fiscal 2007.
The Company had proceeds from notes payable-line of credit of $208.8 million, repayments of
notes payable-line of credit of $215.9 million, repayments on notes payable of $9.7 million,
payment of deferred compensation of $3.2 million, checks written in excess of cash of $297,000 and
debt acquisition costs of $850,000 for fiscal 2009.
The Company recorded net payments on note payable line of credit of $7.6 million, and net
payments on note payable of $5.3 million for fiscal 2008. Debt acquisition costs were $240,000 and
proceeds received upon the exercise of common stock options were $190,000 for fiscal 2008.
The Company recorded net proceeds from note payable line of credit of $39.0 million, net
proceeds from note payable of $15.0 million and repayments of note payable of $80.1 million for
fiscal 2007. Debt acquisition costs were $990,000 and proceeds received upon the exercise of common
stock options were $466,000 for fiscal 2007.
Discontinued Operations
Cash flows provided by operating activities of discontinued operations were zero for fiscal
2009, $5.6 million for fiscal 2008 and $1.1 million for fiscal 2007. Proceeds from the sale of
discontinued operations were $6.5 million for the year ended March 31, 2008.
Capital Resources
In October 2001, we entered into a credit agreement (the GE Facility) with General Electric
Capital Corporation (GE). The credit agreement was amended and restated on May 11, 2005 in order
to provide the Company with funding to complete the FUNimation acquisition, was amended and
restated on June 1, 2005 and again on March 22, 2007. The credit agreement provided for a senior
secured three-year $95.0 million revolving credit facility. The revolving facility is available
for working capital and general corporate needs and is subject to a borrowing base requirement. The
revolving facility is secured by a first priority security interest in all of our assets, as well
as the capital stock of our subsidiary companies. At March 31, 2009 we had $24.1 million
outstanding and
43
based on the facilitys borrowing base and other requirements, excess availability was $16.2
million on the revolving facility.
We entered into a four-year $15.0 million term loan facility with Monroe Capital Advisors, LLC
(Monroe) as administrative agent, agent and lender on March 22, 2007. The Term Loan facility
called for monthly installments of $12,500, annual excess cash flow payments and final payment on
March 2011. The facility was secured by a second priority security interest in all of our assets of
the Company. At March 31, 2008 we had $9.7 million outstanding on the Term Loan facility. This
facility was paid in full on June 12, 2008 in connection with the Third Amendment to the GE
revolving facility.
On June 12, 2008, we entered into a Third Amendment and Waiver to Fourth Amended and Restated
Credit Agreement (the Third Amendment) with GE which, among other things, revised the terms of
the GE Facility as follows: (i) permitted us to pay off the remaining $9.7 million balance of the
term loan facility with Monroe; (ii) created a $6.0 million tranche of borrowings subject to
interest at the index rate plus 6.25%, or LIBOR plus 7.5%; (iii) modified the interest rate in
connection with borrowings to range from an index rate of 0.75% to 1.75%, or LIBOR plus 2.0% to
3.0%, depending upon borrowing availability during the prior fiscal quarter; (iv) extended the term
of the GE Facility to March 22, 2012; (v) modified the prepayment penalty to 1.5% during the first
year following the date of the Third Amendment, 1% during the second year following the date of the
Third Amendment, and 0.5% during the third year following the date of the Third Amendment; and (vi)
modified certain financial covenants as of March 31, 2008.
On October 30, 2008, we entered into a Fourth Amendment and Waiver to Fourth Amended and
Restated Credit Agreement (the Fourth Amendment) with GE which revised the GE Facility as
follows: effective as of September 30, 2008, (i) clarified the calculation of EBITDA under the
credit agreement to indicate that it will not be impacted by any pre-tax, non-cash charges to
earnings related to goodwill impairment; and (ii) revised the definition of Index Rate to
indicate that the interest rate for non-LIBOR borrowings will not be less than the LIBOR rate for
an interest period of three months.
On February 5, 2009, we entered into a Fifth Amendment and Waiver to Fourth Amended and
Restated Credit Agreement (the Fifth Amendment) with GE which revised the terms of the GE
Facility as follows: effective as of December 31, 2008, (i) clarified that the calculation of
EBITDA under the credit agreement will not be impacted by certain pre-tax, non-cash restructuring
charges to earnings, or in connection with cash charges to earnings recognized in our financial
results for the period ending December 31, 2008 related to a force reduction; (ii) eliminated the
$6.0 million tranche of borrowings under the credit facility; (iii) modified the interest rate in
connection with borrowings under the facility to index rate plus 5.75%, or LIBOR plus 4.75%; (iv)
altered the commitment termination date of the credit facility to June 30, 2010; (v) eliminated the
pre-payment penalty; and (vi) modified certain financial covenants as of December 31, 2008 and
thereafter. Additionally, the Fifth Amendment modified the total borrowings available to $65.0
million.
In association with the credit agreement, we also pay certain facility and agent fees.
Weighted average interest on the revolving facility was 5.6% at March 31, 2009 and 4.7% at March
31, 2008 and is payable monthly. Interest under the Term Loan facility was at 10.6% at March 31,
2008.
Under the revolving facility we are required to meet certain financial and non-financial
covenants. The financial covenants include a variety of financial metrics that are used to
determine our overall financial stability and include limitations on our capital expenditures, a
minimum ratio of EBITDA to fixed charges, minimum EBITDA, and a borrowing base availability
requirement. At March 31, 2009, we were in compliance with all covenants under the revolving
facility.
Liquidity
We continually monitor our actual and forecasted cash flows, our liquidity and our capital
resources. We plan for potential fluctuations in accounts receivable, inventory and payment of
obligations to creditors and unbudgeted business activities that may arise during the year as a
result of changing business conditions or new opportunities. In addition to working capital needs
for the general and administrative costs of our ongoing operations, we have cash requirements for
among other things: (1) investments in our publishing segment in order to license content; (2)
investments in our distribution segment in order to sign exclusive distribution agreements; (3)
equipment needs for
44
our operations; and (4) amounts payable to our former Chief Executive Officer for
post-retirement benefits. During fiscal year 2009, we invested approximately $22.4 million, before
recoveries, in connection with the acquisition of licensed and exclusively distributed product in
our publishing and distribution segments. Additionally, we had cash outlays of $3.4 million in
connection with the licensing and implementation of our ERP system during the year ended March 31,
2009. We do not anticipate any future cash outlays in connection with the ERP system
implementation.
Our credit agreement provides for an eighteen month (through June 30, 2010), $65.0 million
revolving facility which is subject to certain borrowing base requirements and is available for
working capital and general corporate needs. As of March 31, 2009, we had $24.1 million outstanding
on the revolving sub-facility and excess availability of $16.2 million, based on the terms of the
agreement.
We currently believe cash and cash equivalents, funds generated from the expected results of
operations and funds available under our existing credit facility will be sufficient to satisfy our
working capital requirements, other cash needs, and to finance expansion plans and strategic
initiatives in the foreseeable future, absent significant acquisitions. Any growth through
acquisitions would likely require the use of additional equity or debt capital, some combination
thereof, or other financing.
Contractual Obligations
The following table presents information regarding contractual obligations that exist as of
March 31, 2009 by fiscal year (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 1 |
|
|
1 3 |
|
|
3 5 |
|
|
More than 5 |
|
|
|
Total |
|
|
Year |
|
|
Years |
|
|
Years |
|
|
Years |
|
Operating leases |
|
$ |
24,278 |
|
|
$ |
2,868 |
|
|
$ |
5,053 |
|
|
$ |
5,187 |
|
|
$ |
11,170 |
|
Capital leases |
|
|
231 |
|
|
|
106 |
|
|
|
102 |
|
|
|
23 |
|
|
|
|
|
License and distribution agreements |
|
|
14,097 |
|
|
|
10,099 |
|
|
|
2,798 |
|
|
|
1,200 |
|
|
|
|
|
Deferred compensation |
|
|
2,149 |
|
|
|
2,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
40,755 |
|
|
$ |
15,222 |
|
|
$ |
7,953 |
|
|
$ |
6,410 |
|
|
$ |
11,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We have excluded our FIN 48 liabilities from the table above because we are unable to make a
reasonably reliable estimate of the period of cash settlement with the respective taxing
authorities. Additionally, interest payments related to the note payable have been excluded.
Item 7A Quantitative and Qualitative Disclosures About Market Risk
Market Risk. Market risk refers to the risk that a change in the level of one or more market
prices, interest rates, indices, volatilities, correlations or other market factors such as
liquidity will result in losses for a certain financial instrument or group of financial
instruments. We do not hold or issue financial instruments for trading purposes, and do not enter
into forward financial instruments to manage and reduce the impact of changes in foreign currency
rates because we have few foreign relationships and substantially all of our foreign transactions
are negotiated, invoiced and paid in U.S. dollars. Based on the controls in place and the relative
size of the financial instruments entered into, we believe the risks associated with not using
these instruments will not have a material adverse effect on our consolidated financial position or
results of operations.
Interest Rate Risk. Our exposure to changes in interest rates results primarily from credit
facility borrowings. As of March 31, 2009 we had $24.1 million of indebtedness, which was subject
to interest rate fluctuations. Based on these borrowings subject to interest rate fluctuations
outstanding on March 31, 2009, a 100-basis point change in LIBOR would cause the Companys annual
interest expense to change by $241,000.
Foreign Currency Risk. The Company has a limited number of customers in Canada, where the
sales and purchasing activity results in receivables and accounts payables denominated in Canadian
dollars. When these transactions are translated into U.S. dollars at the effective exchange rate in
effect at the time of each transaction, gain or loss is recognized. These gains and/or losses are
reported as a separate component within other income and expense.
During the years ended March 31, 2009, 2008 and 2007, the Company had $1.2 million of foreign
exchange loss, $252,000 of foreign exchange gain and $413,000 of foreign exchange loss,
respectively. Gain or loss on these
45
activities is a function of the change in the foreign exchange rate between the sale or
purchase date and the collection or payment of cash. Though the change in the exchange rate is out
of the Companys control, the Company periodically monitors its Canadian activities and can reduce
exposure from the exchange rate fluctuations by limiting these activities or taking other actions,
such as exchange rate hedging.
Item 8. Financial Statements and Supplementary Data
The information called for by this item is set forth in the Consolidated Financial Statements
and Schedule covered by the Reports of Independent Registered Public Accounting Firms at the end of
this report commencing at the pages indicated below:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at March 31, 2009 and 2008
Consolidated Statements of Operations for the years ended March 31, 2009, 2008 and 2007
Consolidated Statements of Shareholders Equity and Comprehensive Income (Loss) for the years
ended March 31, 2007, 2008 and 2009
Consolidated Statements of Cash Flows for the years ended March 31, 2009, 2008 and 2007
Notes to Consolidated Financial Statements
Schedule II Valuation and Qualifying Accounts and Reserves for the years ended March 31, 2009,
2008 and 2007
All of the foregoing Consolidated Financial Statements and Schedule are hereby incorporated in
this Item 8 by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (Disclosure Controls), as such term is
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that
information required to be disclosed in our Exchange Act reports, including the Companys Annual
Report on Form 10-K, is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms, and that such information is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15(b) and 15d-15(b) promulgated under the Exchange Act, we carried out
an evaluation, under the supervision and with the participation of our management, including our
Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures as of the end of the period covered by this
report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of the date of such evaluation.
46
Managements Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act. Internal
control over financial reporting is a process designed by, or under the supervision of, our Chief
Executive Officer and Chief Financial Officer and effected by our Board of Directors, management
and other personnel, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of an issuers financial statements for external purposes in
accordance with accounting principles generally accepted in the United States of America (GAAP).
Internal control over financial reporting includes policies and procedures that:
|
(i.) |
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of an issuers assets; |
|
|
(ii.) |
|
provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that an issuers receipts
and expenditures are being made only in accordance with authorizations of its management
and directors; and |
|
|
(iii.) |
|
provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of an issuers assets that could have a material effect on
the consolidated financial statements. |
An internal control material weakness is a significant deficiency, or combination of
significant deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented or detected.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, the application of any evaluation of effectiveness to future periods is
subject to the risk that controls may become inadequate because of changes in conditions, or that
compliance with the policies or procedures may deteriorate.
As required by Rule 13a-15(c) promulgated under the Exchange Act, our management, with the
participation of our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our internal control over financial reporting as of March 31, 2009. Managements
assessment was based on criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control Integrated Framework (COSO). Based on our assessment,
we believe that, as of March 31, 2009, the Companys internal control over financial reporting is
effective based on those criteria.
Grant Thornton LLP, the Companys independent registered public accounting firm, has issued an
attestation report, included herein, on the Companys internal control over financial reporting.
(c) Changes in Internal Control over Financial Reporting
There were no changes in the Companys internal control over financial reporting that occurred
during the Companys last fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting, as defined in Rule
13a-15(f) under the Exchange Act.
Item 9B. Other Information
None.
47
PART III
Item 10. Directors, Executive Officers of the Registrant and Corporate Governance
We refer you to our Proxy Statement for our 2009 Annual Meeting of Shareholders, which will be
filed with the Securities and Exchange Commission (SEC) within 120 days after the close of our
fiscal year, for information regarding this item and our directors and nominees for director. This
information is incorporated by reference into this item of the report.
Information regarding our executive officers is found in Part I, Item 1 of this report under
the heading Executive Officers of the Company.
We refer you to our Proxy Statement for our 2009 Annual Meeting of Shareholders, which will be
filed with the SEC within 120 days after the close of our fiscal year, for information regarding
our Audit Committee members and audit committee financial experts. This information is
incorporated by reference into this item of the report.
We refer to our Proxy Statement for our 2009 Annual Meeting of Shareholders, which will be
filed with the SEC within 120 days after the close of our fiscal year, for information regarding
compliance with Section 16(a) of the Securities Exchange Act of 1934. This information is
incorporated by reference into this item of the report.
The information regarding the Companys Code of Business Ethics is incorporated by reference
to the information to be contained in our Proxy Statement for our 2009 Annual Meeting of
Shareholders, which will be filed with the SEC within 120 days after the close our fiscal year.
Item 11. Executive Compensation
Information required under this item will be contained in our Proxy Statement for our 2009
Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after the close
our fiscal year and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Information required under this item will be contained in our Proxy Statement for our 2009
Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after the close
our fiscal year and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required under this item will be contained in our Proxy Statement for our 2009
Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after the close
our fiscal year and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
Information required under this item will be contained in our Proxy Statement for our 2009
Annual Meeting of Shareholders, which will be filed with the SEC within 120 days after the close
our fiscal year and is incorporated herein by reference.
48
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report -
(1) |
|
Financial Statements. Our following consolidated financial statements and the
Reports of Independent Registered Public Accounting Firm thereon are set forth at the end of
this document: |
|
(i) |
|
Reports of Independent Registered Public Accounting Firm. |
|
|
(ii) |
|
Consolidated Balance Sheets as of March 31, 2009 and 2008. |
|
|
(iii) |
|
Consolidated Statements of Operations for the years ended March 31, 2009, 2008
and 2007 |
|
|
(iv) |
|
Consolidated Statements of Shareholders Equity and Comprehensive Income (Loss)
for the years ended March 31, 2007, 2008 and 2009. |
|
|
(v) |
|
Consolidated Statements of Cash Flows for the years ended March 31, 2009, 2008
and 2007. |
|
|
(vi) |
|
Notes to Consolidated Financial Statements |
(2) Financial Statement Schedules
|
(i) |
|
Schedule II Valuation and Qualifying Accounts and Reserves |
|
|
|
|
Schedules other than those listed above have been omitted because they are inapplicable
or the required information is either immaterial or shown in the Consolidated Financial
Statements or the notes thereto. |
(3) Exhibit Listing
|
|
|
|
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|
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|
Incorporated by reference |
Exhibit |
|
|
|
Filed |
|
|
|
Period |
|
|
|
|
|
Filing |
number |
|
Exhibit description |
|
herewith |
|
Form |
|
ending |
|
Exhibit |
|
date |
|
|
3.1
|
|
Navarre Corporation Amended and Restated
Articles of Incorporation
|
|
|
|
S-1
|
|
|
|
|
3.1 |
|
|
04/13/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Navarre Corporation Amended and Restated
Bylaws
|
|
|
|
8-K
|
|
|
|
|
3.1 |
|
|
01/25/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Form of Specimen Certificate for Common Stock
|
|
|
|
S-1
|
|
|
|
|
4.1 |
|
|
04/13/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
Form of Warrant dated March 21, 2006
|
|
|
|
S-1
|
|
|
|
|
4.4 |
|
|
04/13/06 |
|
|
|
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|
|
|
|
|
|
|
|
|
|
4.3
|
|
Form of Agents Warrant
|
|
|
|
S-1/A
|
|
|
|
|
4.5 |
|
|
06/26/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1*
|
|
Navarre Corporation Amended and Restated
1992 Stock Option Plan
|
|
|
|
10-K
|
|
03/31/02
|
|
|
10.3 |
|
|
07/01/02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2*
|
|
2003 Amendment to 1992 Stock Option Plan
|
|
|
|
S-8
|
|
|
|
|
99.1 |
|
|
09/23/03 |
|
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|
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|
|
|
|
|
|
|
|
|
10.3*
|
|
Navarre Corporation Amended and Restated
2004 Stock Plan
|
|
|
|
S-8
|
|
|
|
|
4 |
|
|
02/22/06 |
49
|
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Incorporated by reference |
Exhibit |
|
|
|
Filed |
|
|
|
Period |
|
|
|
|
|
Filing |
number |
|
Exhibit description |
|
herewith |
|
Form |
|
ending |
|
Exhibit |
|
date |
|
|
10.4*
|
|
Form of Employee
Stock Option
Agreement under
2004 Stock Plan
|
|
|
|
10-K
|
|
03/31/05
|
|
|
10.58 |
|
|
06/14/05 |
|
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10.5*
|
|
Form of
Non-Employee
Director Stock
Option Agreement
under 2004 Stock
Plan
|
|
|
|
10-K
|
|
03/31/05
|
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10.59 |
|
|
06/14/05 |
|
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10.6*
|
|
Form of Employee
Restricted Stock
Agreement under
2004 Stock Plan
|
|
|
|
8-K
|
|
|
|
|
10.2 |
|
|
04/04/06 |
|
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|
|
|
|
|
|
|
|
|
|
10.7*
|
|
Form of Director
Restricted Stock
Agreement under
2004 Stock Plan
|
|
|
|
8-K
|
|
|
|
|
10.3 |
|
|
04/04/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8*
|
|
Form of TSR Stock
Unit Agreement
under 2004 Stock
Plan
|
|
|
|
8-K
|
|
|
|
|
10.4 |
|
|
04/04/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.9*
|
|
Form of Performance Stock Unit
Agreement under 2004 Stock Plan
|
|
|
|
8-K
|
|
|
|
|
10.5 |
|
|
04/04/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10*
|
|
Form of Restricted Stock Unit
Agreement under 2004 Stock Plan
|
|
|
|
10-Q
|
|
09/31/07
|
|
|
10.1 |
|
|
11/08/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11*
|
|
Employment Agreement dated November
1, 2001 between the Company and
Eric H. Paulson
|
|
|
|
10-Q
|
|
12/31/01
|
|
|
10.1 |
|
|
02/13/02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12*
|
|
Amendment dated December 28, 2006
to Employment Agreement between the
Company and Eric H. Paulson
|
|
|
|
8-K
|
|
|
|
|
99.2 |
|
|
12/29/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13*
|
|
Amendment dated March 30, 2007 to
Employment Agreement between the
Company and Eric H. Paulson
|
|
|
|
8-K
|
|
|
|
|
99.1 |
|
|
04/04/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14*
|
|
Form of Separation Agreement
between the Company and Charles E.
Cheney
|
|
|
|
10-K
|
|
03/31/04
|
|
|
10.41 |
|
|
06/29/04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15*
|
|
Form of Post-Acquisition Employment
Agreement among the Company,
FUNimation Productions, Ltd. and
Gen Fukunaga
|
|
|
|
8-K
|
|
|
|
|
10.1 |
(b) |
|
01/11/05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16*
|
|
Amended and Restated Employment
Agreement dated December 28, 2006
between the Company and Cary L.
Deacon
|
|
|
|
8-K
|
|
|
|
|
99.1 |
|
|
12/29/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17*
|
|
Amendment dated January 29, 2007 to
Amended and Restated Employment
Agreement between the Company and
Cary L. Deacon
|
|
|
|
8-K
|
|
|
|
|
10.1 |
|
|
01/30/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18*
|
|
Amendment dated March 20, 2008 to
Amended and Restated Employment
Agreement between the Company and
Cary L. Deacon
|
|
|
|
8-K
|
|
|
|
|
10.1 |
|
|
03/21/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19*
|
|
Amended and Restated Executive
Severance Agreement dated March 20,
2008 between the Company and J.
Reid Porter
|
|
|
|
8-K
|
|
|
|
|
10.2 |
|
|
03/21/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.20*
|
|
Executive Severance Agreement dated
March 20, 2008 between the Company
and Brian Burke
|
|
|
|
8-K
|
|
|
|
|
10.3 |
|
|
03/21/08 |
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by reference |
Exhibit |
|
|
|
Filed |
|
|
|
Period |
|
|
|
|
|
Filing |
number |
|
Exhibit description |
|
herewith |
|
Form |
|
ending |
|
Exhibit |
|
date |
|
|
10.21*
|
|
Executive Severance Agreement dated
March 20, 2008 between the Company
and John Turner
|
|
|
|
8-K
|
|
|
|
|
10.4 |
|
|
03/21/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.22*
|
|
Executive Severance Agreement dated
March 20, 2008 between the Company
and Joyce Fleck
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23*
|
|
Executive Severance Agreement dated
March 20, 2008 between the Company
and Calvin Morrell
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24*
|
|
Form of Lock-Up Agreement
|
|
|
|
8-K
|
|
|
|
|
10.1 |
|
|
03/23/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.25*
|
|
Fiscal Year 2007 Annual Management Incentive Plan
|
|
|
|
8-K
|
|
|
|
|
10.1 |
|
|
04/04/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.26*
|
|
Fiscal Year 2008 Annual Management Incentive Plan
|
|
|
|
8-K
|
|
|
|
|
10.1 |
|
|
07/12/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.27*
|
|
Fiscal Year 2009 Annual Management Incentive Plan
|
|
|
|
10-K
|
|
03/31/08
|
|
|
10.26 |
|
|
06/16/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.28*
|
|
Fiscal Year 2010 Annual Management Incentive Plan
|
|
|
|
8-K
|
|
|
|
|
10.1 |
|
|
04/21/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.29
|
|
Office/Warehouse Lease dated April 1,
1998 between the Company and
Cambridge Apartments, Inc.
|
|
|
|
10-K
|
|
03/31/99
|
|
|
10.6 |
|
|
06/29/99 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.30
|
|
Amendment dated September 27, 2001 to
Office/Warehouse Lease between the
Company and Cambridge Apartments,
Inc.
|
|
|
|
10-Q
|
|
06/30/03
|
|
|
10.9.1 |
|
|
08/14/03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.31
|
|
Agreement of Reciprocal Easements,
Covenants, Conditions and
Restrictions dated June 16, 2003
|
|
|
|
10-Q
|
|
06/30/03
|
|
|
10.9.3 |
|
|
08/14/03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.32
|
|
Amendment dated July 14, 2003 to
Office/Warehouse Lease between the
Company and Cambridge Apartments,
Inc.
|
|
|
|
10-Q
|
|
06/30/03
|
|
|
10.9.2 |
|
|
08/14/03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.33
|
|
Form of Amendment dated February 23,
2004 to Office/Warehouse Lease
between the Company and Cambridge
Apartments, Inc.
|
|
|
|
10-K
|
|
03/31/04
|
|
|
10.48 |
|
|
06/29/04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.34
|
|
Form of Amendment dated June 2004 to
Office/Warehouse Lease between the
Company and Cambridge Apartments,
Inc.
|
|
|
|
10-K
|
|
03/31/04
|
|
|
10.49 |
|
|
06/29/04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.35
|
|
Addendum dated May 27, 2004 to
Office/Warehouse Lease between the
Company and Cambridge Apartments,
Inc.
|
|
|
|
10-K
|
|
03/31/04
|
|
|
10.51 |
|
|
06/29/04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.36
|
|
Amendment dated March 21, 2004 to
Office/Warehouse Lease between the
Company and Airport One Limited
Partnership
|
|
|
|
10-K
|
|
03/31/04
|
|
|
10.50 |
|
|
06/29/04 |
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by reference |
Exhibit |
|
|
|
Filed |
|
|
|
Period |
|
|
|
|
|
Filing |
number |
|
Exhibit description |
|
herewith |
|
Form |
|
ending |
|
Exhibit |
|
date |
|
|
10.37
|
|
Amendment dated
November 23, 2004
to Office/Warehouse
Lease between the
Company and Airport
One Limited
Partnership
|
|
|
|
10-Q
|
|
12/31/04
|
|
|
10.1 |
|
|
02/14/05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.38
|
|
Amendment dated
February 2, 2006 to
Office/Warehouse
Lease between the
Company and Airport
One Limited
Partnership
|
|
|
|
10-Q
|
|
12/31/05
|
|
|
10.1 |
|
|
02/09/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.39
|
|
Form of
Office/Warehouse
Lease dated May 27,
2004 between the
Company and NL
Ventures IV New
Hope, L.P.
|
|
|
|
10-K
|
|
03/31/04
|
|
|
10.47 |
|
|
06/29/04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.40
|
|
License and
Distribution
Agreement
(Manufacturing
Rights) (2004-2005)
between Encore
Software, Inc. and
Riverdeep Inc.
dated March 29,
2004
|
|
|
|
10-Q/A
|
|
09/30/04
|
|
|
10.1 |
|
|
11/19/04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.41
|
|
License and
Distribution
Agreement
(Manufacturing
Rights) (2005-2007)
between Encore
Software, Inc. and
Riverdeep Inc.
dated March 29,
2004
|
|
|
|
10-Q/A
|
|
09/30/04
|
|
|
10.2 |
|
|
11/19/04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.42
|
|
Addendum dated
April 13, 2004 to
License and
Distribution
Agreements
(Manufacturing
Rights) (2004-2005
and 2005-2007)
between Encore
Software, Inc. and
Riverdeep Inc.
|
|
|
|
10-Q/A
|
|
09/30/04
|
|
|
10.3 |
|
|
11/19/04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.43
|
|
Form of Addendum
dated October 2004
to License and
Distribution
Agreements
(Manufacturing
Rights) (2004-2005
and 2005-2007)
between Encore
Software, Inc. and
Riverdeep Inc.
|
|
|
|
10-Q/A
|
|
09/30/04
|
|
|
10.4 |
|
|
11/19/04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.44
|
|
Form of Addendum
dated November 2004
to License and
Distribution
Agreements
(Manufacturing
Rights) (2004-2005
and 2005-2007)
between Encore
Software, Inc. and
Riverdeep Inc
|
|
|
|
10-Q
|
|
12/31/04
|
|
|
10.2 |
|
|
02/14/05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.45
|
|
Addendum dated
October 6, 2005 to
License and
Distribution
Agreements
(Manufacturing
Rights) (2004-2005
and 2005-2007)
between Encore
Software, Inc. and
Riverdeep Inc.
|
|
|
|
10-Q
|
|
09/30/05
|
|
|
10.1 |
|
|
11/14/05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.46
|
|
Addendum dated
April 1, 2006 to
License and
Distribution
Agreements
(Manufacturing
Rights) (2004-2005
and 2005-2007)
between Encore
Software, Inc. and
Riverdeep Inc.
|
|
|
|
10-K
|
|
03/31/06
|
|
|
10.98 |
|
|
06/14/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.47
|
|
Office Lease dated
October 8, 2004
between Encore
Software, Inc. and
Kilroy Realty, L.P.
|
|
|
|
10-Q
|
|
09/30/04
|
|
|
10.57 |
|
|
11/15/04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.48
|
|
Amendment dated
December 29, 2004
to Office Lease
between Encore
Software, Inc. and
Kilroy Realty, L.P.
|
|
|
|
10-Q
|
|
12/31/04
|
|
|
10.3 |
|
|
02/14/05 |
52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by reference |
Exhibit |
|
|
|
Filed |
|
|
|
Period |
|
|
|
|
|
Filing |
number |
|
Exhibit description |
|
herewith |
|
Form |
|
ending |
|
Exhibit |
|
date |
|
|
10.49
|
|
Partnership
Interest Purchase
Agreement dated
January 10, 2005
among FUNimation
Sellers and the
Company
|
|
|
|
8-K
|
|
|
|
|
10.1 |
|
|
01/11/05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.50
|
|
Form of Assignment
and Assumption of
FUNimation Limited
Partnership
Interests
|
|
|
|
8-K
|
|
|
|
|
10.1 |
(a) |
|
02/14/05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.51
|
|
Form of FUNimation
Sellers
Non-Competition
Agreement
|
|
|
|
8-K
|
|
|
|
|
10.1 |
(d) |
|
02/14/05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.52
|
|
Amendment dated May
11, 2005 to
Partnership
Interest Purchase
Agreement among
FUNimation Sellers
and the Company
|
|
|
|
8-K
|
|
|
|
|
10.47 |
|
|
06/29/04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.53
|
|
Memorandum of
Understanding dated
February 7, 2006
among FUNimation
Sellers and the
Company
|
|
|
|
8-K
|
|
|
|
|
99.1 |
|
|
02/08/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.54
|
|
Office Lease dated
May 29, 2007
between FUNimation
Productions, Ltd.
and FMBP Industrial
I LP
|
|
|
|
10-K
|
|
03/31/07
|
|
|
10.117 |
|
|
06/14/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.55
|
|
Form of Securities
Purchase Agreement
dated March 2006
between the Company
and various
purchasers
|
|
|
|
S-1
|
|
|
|
|
4.2 |
|
|
04/13/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.56
|
|
Form of
Registration Rights
Agreement dated
March 2006 between
the Company and
various purchasers
|
|
|
|
S-1
|
|
|
|
|
4.3 |
|
|
04/13/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.57
|
|
Purchase and Sale
Agreement dated May
11, 2007 by and
among the Company,
Navarre
Entertainment
Media, Inc. and
Koch Entertainment
LP
|
|
|
|
8-K
|
|
|
|
|
10.1 |
|
|
05/14/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.58
|
|
Form of Fourth
Amended and
Restated Credit
Agreement dated
March 22, 2007
among the Company,
General Electric
Capital
Corporation, as
Agent, and Lenders
|
|
|
|
8-K
|
|
|
|
|
10.1 |
|
|
03/23/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.59
|
|
Form of Amendment
and Limited Waiver
dated May 30, 2007
to Fourth Amended
and Restated Credit
Agreement among the
Company, General
Electric Capital
Corporation, as
Agent, and Lenders
|
|
|
|
8-K
|
|
|
|
|
10.1 |
|
|
05/31/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.60
|
|
Form of Amendment
and Limited Waiver
dated June 30, 2007
to Fourth Amended
and Restated Credit
Agreement among the
Company, General
Electric Capital
Corporation, as
Agent, and Lenders
|
|
|
|
8-K
|
|
|
|
|
10.1 |
|
|
08/13/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.61
|
|
Form of Amendment
and Limited Waiver
dated June 12, 2008
to Fourth Amended
and Restated Credit
Agreement among the
Company, General
Electric Capital
Corporation, as
Agent, and Lenders
|
|
|
|
10-K
|
|
03/31/08
|
|
|
10.59 |
|
|
06/16/08 |
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by reference |
Exhibit |
|
|
|
Filed |
|
|
|
Period |
|
|
|
|
|
Filing |
number |
|
Exhibit description |
|
herewith |
|
Form |
|
ending |
|
Exhibit |
|
date |
|
|
10.62
|
|
Form of Amendment dated October 30, 2008 to Fourth
Amended and Restated Credit Agreement among the
Company, General Electric Capital Corporation, as
Agent, and Lenders
|
|
|
|
8-K
|
|
|
|
|
10.1 |
|
|
10/31/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.63
|
|
Form of Amendment and Limited Waiver dated February
5, 2009 to Fourth Amended and Restated Credit
Agreement among the Company, General Electric
Capital Corporation, as Agent, and Lenders
|
|
|
|
10-Q
|
|
12/31/08
|
|
|
10.1 |
|
|
02/09/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.64
|
|
Form of Amendment dated February 17, 2009 to Fourth
Amended and Restated Credit Agreement among the
Company, General Electric Capital Corporation, as
Agent, and Lenders
|
|
|
|
8-K
|
|
|
|
|
10.1 |
|
|
02/19/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.65
|
|
Form of Credit Agreement dated March 22, 2007 among
the Company, Monroe Capital Advisors, LLC, as
Agent, and Lenders
|
|
|
|
8-K
|
|
|
|
|
10.2 |
|
|
03/23/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.66
|
|
Limited Waiver dated May 30, 2007 to Credit
Agreement among the Company, Monroe Capital
Advisors, LLC, as Agent, and Lenders
|
|
|
|
8-K
|
|
|
|
|
10.2 |
|
|
05/31/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.67
|
|
Form of Amendment dated June 30, 2007 to Credit
Agreement among the Company, Monroe Capital
Advisors, LLC, as Agent, and Lenders
|
|
|
|
8-K
|
|
|
|
|
10.2 |
|
|
08/13/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.1
|
|
Navarre Corporation Code of Business Conduct and
Ethics
|
|
|
|
10-K
|
|
03/31/04
|
|
|
14.1 |
|
|
06/29/04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
Subsidiaries of the Registrant
|
|
|
|
10-K
|
|
03/31/08
|
|
|
21.1 |
|
|
06/16/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting
Firm Grant Thornton LLP
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24.1
|
|
Power of Attorney, contained on signature page
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (Rules 13a-14 and 15d-14 of the Exchange
Act)
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (Rules 13a-14 and 15d-14 of the Exchange
Act)
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (18 U.S.C. Section 1350)
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (18 U.S.C. Section 1350)
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Indicates a management contract or compensatory plan or arrangement |
54
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
|
|
|
|
Navarre Corporation
(Registrant)
|
|
June 9, 2009 |
By |
/s/ Cary L. Deacon
|
|
|
|
Cary L. Deacon |
|
|
|
President and Chief Executive Officer |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
55
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Cary L. Deacon and J. Reid Porter, or either of them, as his/her true and lawful
attorney-in-fact and agent, each with the power of substitution and resubstitution, for him/her and
in his/her name, place and stead, in any and all capacities, to sign any amendments to this Annual
Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all said attorney-in-fact and agent,
or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
|
|
|
|
|
Signature |
|
Title |
|
Date |
/s/ Cary L. Deacon
Cary L. Deacon
|
|
President and Chief Executive Officer and
Director (principal
executive officer)
|
|
June 9, 2009 |
|
|
|
|
|
/s/ J. Reid Porter
J. Reid Porter
|
|
Chief Financial Officer (principal financial and accounting
officer)
|
|
June 9, 2009 |
|
|
|
|
|
/s/ Eric H. Paulson
Eric H. Paulson
|
|
Chairman of the Board
|
|
June 9, 2009 |
|
|
|
|
|
/s/ Keith A. Benson
Keith A. Benson
|
|
Director
|
|
June 9, 2009 |
|
|
|
|
|
/s/ Timothy R. Gentz
Timothy R. Gentz
|
|
Director
|
|
June 9, 2009 |
|
|
|
|
|
/s/ Kathleen P. Iverson
Kathleen P. Iverson
|
|
Director
|
|
June 9, 2009 |
|
|
|
|
|
/s/ Michael L. Snow
Michael L. Snow
|
|
Director
|
|
June 9, 2009 |
|
|
|
|
|
/s/ Tom F. Weyl
Tom F. Weyl
|
|
Director
|
|
June 9, 2009 |
|
|
|
|
|
/s/ Deborah L. Hopp
Deborah L. Hopp
|
|
Director
|
|
June 9, 2009 |
|
|
|
|
|
/s/ Richard Gary St. Marie
Richard Gary St. Marie
|
|
Director
|
|
June 9, 2009 |
56
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Navarre Corporation
We have audited the accompanying consolidated balance sheets of Navarre Corporation and
subsidiaries (the Company) as of March 31, 2009 and 2008, and the related consolidated statements
of operations, shareholders equity and other comprehensive income (loss), and cash flows for each
of the three years in the period ended March 31, 2009. Our audits of the basic financial statements
included the financial statement schedule listed in the index appearing under Item 15(a)(2). These
financial statements and financial statement schedule are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial statements and financial
statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Navarre Corporation and subsidiaries as of March 31,
2009 and 2008, and the results of their operations and their cash flows for each of the three years
in the period ended March 31, 2009, in conformity with accounting principles generally accepted in
the United States of America. Also in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), Navarre Corporation and subsidiaries internal control over
financial reporting as of March 31, 2009, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated June 9, 2009 expressed an unqualified opinion on the
effectiveness of the Companys internal control over financial reporting.
/s/ Grant Thornton LLP
Minneapolis, Minnesota
June 9, 2009
57
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Navarre Corporation
We have audited Navarre Corporation and subsidiaries (the Company) internal control over
financial reporting of as of March 31, 2009, based on the criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Companys management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control
over financial reporting, included in the accompanying Managements Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion on the effectiveness of the
Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, testing and evaluating the design and operating effectiveness of
internal control, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles. A companys internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the companys assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Navarre Corporation and subsidiaries maintained, in all material respects,
effective internal control over financial reporting as of March 31, 2009, based on criteria
established in Internal Control-Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets of Navarre Corporation and
subsidiaries as of March 31, 2009 and 2008 and the related consolidated statements of operations,
shareholders equity and other comprehensive income (loss), and cash flows for each of the three
years in the period ended March 31, 2009, and our report dated June 9, 2009 expressed an
unqualified opinion on those consolidated financial statements.
/s/ Grant Thornton LLP
Minneapolis, Minnesota
June 9, 2009
58
NAVARRE CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
|
$ |
4,445 |
|
Marketable securities |
|
|
1,024 |
|
|
|
1,506 |
|
Accounts receivable, less allowances of $19,010 and $15,417, respectively |
|
|
72,817 |
|
|
|
76,806 |
|
Inventories |
|
|
26,732 |
|
|
|
32,654 |
|
Prepaid expenses and other current assets |
|
|
11,090 |
|
|
|
12,118 |
|
Income taxes receivable |
|
|
4,866 |
|
|
|
937 |
|
Deferred tax assets current, net |
|
|
6,219 |
|
|
|
9,100 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
122,748 |
|
|
|
137,566 |
|
Property and equipment, net of accumulated depreciation of $16,704 and
$14,484, respectively |
|
|
15,957 |
|
|
|
17,181 |
|
Assets held for sale, net of accumulated depreciation of $194 at March 31, 2008 |
|
|
|
|
|
|
1,428 |
|
Software development costs, net |
|
|
677 |
|
|
|
|
|
Other assets: |
|
|
|
|
|
|
|
|
Marketable securities |
|
|
|
|
|
|
2,667 |
|
Goodwill |
|
|
|
|
|
|
81,697 |
|
Intangible assets, net of amortization of $25,364 and $21,180, respectively |
|
|
3,406 |
|
|
|
9,984 |
|
License fees, net of amortization of $21,570 and $19,595, respectively |
|
|
17,728 |
|
|
|
20,515 |
|
Production costs, net of amortization of $12,223 and $7,439, respectively |
|
|
8,408 |
|
|
|
7,316 |
|
Deferred tax assets non-current, net |
|
|
10,299 |
|
|
|
|
|
Other assets |
|
|
3,946 |
|
|
|
5,108 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
183,169 |
|
|
$ |
283,462 |
|
|
|
|
|
|
|
|
Liabilities and shareholders equity |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Note payable line of credit |
|
$ |
24,133 |
|
|
$ |
31,314 |
|
Note payable short-term |
|
|
|
|
|
|
150 |
|
Capital lease obligation short-term |
|
|
90 |
|
|
|
59 |
|
Accounts payable |
|
|
106,708 |
|
|
|
92,199 |
|
Checks written in excess of cash balance |
|
|
297 |
|
|
|
|
|
Deferred compensation |
|
|
2,149 |
|
|
|
2,080 |
|
Accrued expenses |
|
|
11,504 |
|
|
|
16,118 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
144,881 |
|
|
|
141,920 |
|
Long-term liabilities |
|
|
|
|
|
|
|
|
Note payable long-term |
|
|
|
|
|
|
9,594 |
|
Capital lease obligation long-term |
|
|
115 |
|
|
|
60 |
|
Deferred compensation |
|
|
|
|
|
|
3,491 |
|
Deferred tax liabilities non-current |
|
|
|
|
|
|
3,106 |
|
Income taxes payable |
|
|
1,166 |
|
|
|
880 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
146,162 |
|
|
|
159,051 |
|
Commitments and contingencies (Note 24) |
|
|
|
|
|
|
|
|
Shareholders equity: |
|
|
|
|
|
|
|
|
Common stock, no par value: |
|
|
|
|
|
|
|
|
Authorized shares 100,000,000; issued and outstanding shares
36,260,116 and 36,227,886, respectively |
|
|
161,134 |
|
|
|
160,103 |
|
Accumulated deficit |
|
|
(124,126 |
) |
|
|
(35,692 |
) |
Accumulated other comprehensive loss |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
37,007 |
|
|
|
124,411 |
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
183,169 |
|
|
$ |
283,462 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
59
NAVARRE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Net sales |
|
$ |
630,991 |
|
|
$ |
658,472 |
|
|
$ |
644,790 |
|
Cost of sales (exclusive of depreciation and amortization) |
|
|
563,944 |
|
|
|
556,913 |
|
|
|
537,433 |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
67,047 |
|
|
|
101,559 |
|
|
|
107,357 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing |
|
|
25,334 |
|
|
|
27,371 |
|
|
|
28,299 |
|
Distribution and warehousing |
|
|
12,166 |
|
|
|
12,689 |
|
|
|
12,330 |
|
General and administrative |
|
|
32,664 |
|
|
|
34,096 |
|
|
|
35,754 |
|
Bad debt expense (recovery) |
|
|
300 |
|
|
|
(15 |
) |
|
|
3,654 |
|
Depreciation and amortization |
|
|
10,972 |
|
|
|
9,587 |
|
|
|
10,958 |
|
Goodwill and intangible impairment |
|
|
82,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
164,165 |
|
|
|
83,728 |
|
|
|
90,995 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
(97,118 |
) |
|
|
17,831 |
|
|
|
16,362 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(4,630 |
) |
|
|
(6,127 |
) |
|
|
(10,220 |
) |
Interest income |
|
|
86 |
|
|
|
259 |
|
|
|
357 |
|
Warrant expense |
|
|
|
|
|
|
|
|
|
|
(251 |
) |
Other income (expense), net |
|
|
(1,255 |
) |
|
|
366 |
|
|
|
(50 |
) |
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income tax |
|
|
(102,917 |
) |
|
|
12,329 |
|
|
|
6,198 |
|
Income tax benefit (expense) |
|
|
14,483 |
|
|
|
(5,273 |
) |
|
|
(2,594 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations |
|
|
(88,434 |
) |
|
|
7,056 |
|
|
|
3,604 |
|
Discontinued operations, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of discontinued operations |
|
|
|
|
|
|
4,892 |
|
|
|
|
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
(2,290 |
) |
|
|
455 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(88,434 |
) |
|
$ |
9,658 |
|
|
$ |
4,059 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(2.44 |
) |
|
$ |
.20 |
|
|
$ |
.10 |
|
Discontinued operations |
|
|
|
|
|
|
.07 |
|
|
|
.01 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(2.44 |
) |
|
$ |
.27 |
|
|
$ |
.11 |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(2.44 |
) |
|
$ |
.20 |
|
|
$ |
.10 |
|
Discontinued operations |
|
|
|
|
|
|
.07 |
|
|
|
.01 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(2.44 |
) |
|
$ |
.27 |
|
|
$ |
.11 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
36,207 |
|
|
|
36,105 |
|
|
|
35,786 |
|
Diluted |
|
|
36,207 |
|
|
|
36,269 |
|
|
|
36,228 |
|
See accompanying notes to consolidated financial statements.
60
NAVARRE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
Total |
|
|
Temporary Equity Unregistered |
|
|
|
Common Stock |
|
|
Accumulated |
|
|
Comprehensive |
|
|
Shareholders |
|
|
Common Stock |
|
|
|
Shares |
|
|
Amount |
|
|
Deficit |
|
|
Income (Loss) |
|
|
Equity |
|
|
Shares |
|
|
Amount |
|
Balance at March 31, 2006 |
|
|
29,911,097 |
|
|
$ |
138,292 |
|
|
$ |
(49,409 |
) |
|
$ |
23 |
|
|
$ |
88,906 |
|
|
|
5,699,998 |
|
|
$ |
16,634 |
|
Shares issued upon
exercise of stock
options and for
restricted stock |
|
|
427,200 |
|
|
|
466 |
|
|
|
|
|
|
|
|
|
|
|
466 |
|
|
|
|
|
|
|
|
|
Reclassification of
warrant accrual |
|
|
|
|
|
|
2,487 |
|
|
|
|
|
|
|
|
|
|
|
2,487 |
|
|
|
|
|
|
|
|
|
Reclassification of
temporary equity |
|
|
5,699,998 |
|
|
|
16,634 |
|
|
|
|
|
|
|
|
|
|
|
16,634 |
|
|
|
(5,699,998 |
) |
|
|
(16,634 |
) |
Share based compensation |
|
|
|
|
|
|
910 |
|
|
|
|
|
|
|
|
|
|
|
910 |
|
|
|
|
|
|
|
|
|
Tax benefit from
employee stock option
plans |
|
|
|
|
|
|
143 |
|
|
|
|
|
|
|
|
|
|
|
143 |
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
(131 |
) |
|
|
|
|
|
|
|
|
|
|
(131 |
) |
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
4,059 |
|
|
|
|
|
|
|
4,059 |
|
|
|
|
|
|
|
|
|
Unrealized gain on
derivative instrument,
net of tax of $14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23 |
) |
|
|
(23 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,036 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2007 |
|
|
36,038,295 |
|
|
|
158,801 |
|
|
|
(45,350 |
) |
|
|
|
|
|
|
113,451 |
|
|
|
|
|
|
|
|
|
Shares issued upon
exercise of stock
options and for
restricted stock |
|
|
197,209 |
|
|
|
190 |
|
|
|
|
|
|
|
|
|
|
|
190 |
|
|
|
|
|
|
|
|
|
Share based compensation |
|
|
|
|
|
|
1,072 |
|
|
|
|
|
|
|
|
|
|
|
1,072 |
|
|
|
|
|
|
|
|
|
Tax benefit from
employee stock option
plans |
|
|
|
|
|
|
67 |
|
|
|
|
|
|
|
|
|
|
|
67 |
|
|
|
|
|
|
|
|
|
Redemptions of common
stock to cover tax
withholdings |
|
|
(7,618 |
) |
|
|
(27 |
) |
|
|
|
|
|
|
|
|
|
|
(27 |
) |
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
9,658 |
|
|
|
|
|
|
|
9,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2008 |
|
|
36,227,886 |
|
|
|
160,103 |
|
|
|
(35,692 |
) |
|
|
|
|
|
|
124,411 |
|
|
|
|
|
|
|
|
|
Shares issued upon
exercise of stock
options and for
restricted stock |
|
|
50,199 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
|
Share based compensation |
|
|
|
|
|
|
1,033 |
|
|
|
|
|
|
|
|
|
|
|
1,033 |
|
|
|
|
|
|
|
|
|
Tax benefit from
employee stock option
plans |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
Redemptions of common
stock to cover tax
withholdings |
|
|
(17,969 |
) |
|
|
(15 |
) |
|
|
|
|
|
|
|
|
|
|
(15 |
) |
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
(88,434 |
) |
|
|
|
|
|
|
(88,434 |
) |
|
|
|
|
|
|
|
|
Unrealized loss on
marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(88,435 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2009 |
|
|
36,260,116 |
|
|
$ |
161,134 |
|
|
$ |
(124,126 |
) |
|
$ |
(1 |
) |
|
$ |
37,007 |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
61
NAVARRE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(88,434 |
) |
|
$ |
9,658 |
|
|
$ |
4,059 |
|
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
(Income) loss from discontinued operations |
|
|
|
|
|
|
2,290 |
|
|
|
(455 |
) |
Gain on sale of discontinued operations |
|
|
|
|
|
|
(4,892 |
) |
|
|
|
|
Depreciation and amortization |
|
|
10,961 |
|
|
|
9,672 |
|
|
|
10,954 |
|
Amortization of debt acquisition costs |
|
|
250 |
|
|
|
333 |
|
|
|
551 |
|
Write-off of debt acquisition costs |
|
|
950 |
|
|
|
|
|
|
|
2,426 |
|
Amortization of license fees |
|
|
13,372 |
|
|
|
6,907 |
|
|
|
7,353 |
|
Amortization of production costs |
|
|
6,230 |
|
|
|
3,284 |
|
|
|
2,278 |
|
Goodwill and intangible impairment |
|
|
82,729 |
|
|
|
|
|
|
|
|
|
Change in deferred revenue |
|
|
182 |
|
|
|
(311 |
) |
|
|
(80 |
) |
Share-based compensation expense |
|
|
1,033 |
|
|
|
1,072 |
|
|
|
910 |
|
Deferred compensation expense |
|
|
(222 |
) |
|
|
(787 |
) |
|
|
1,086 |
|
Write-off of notes receivable, related party |
|
|
|
|
|
|
|
|
|
|
200 |
|
Tax benefit from employee stock options |
|
|
1 |
|
|
|
67 |
|
|
|
143 |
|
Deferred income taxes |
|
|
(10,524 |
) |
|
|
2,788 |
|
|
|
(1,246 |
) |
Other |
|
|
88 |
|
|
|
(171 |
) |
|
|
238 |
|
Changes in operating assets and liabilities, net of effects of acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
3,989 |
|
|
|
(6,197 |
) |
|
|
(997 |
) |
Inventories |
|
|
5,922 |
|
|
|
4,137 |
|
|
|
3,900 |
|
Prepaid expenses |
|
|
1,028 |
|
|
|
(992 |
) |
|
|
(1,960 |
) |
Contingent liabilities |
|
|
|
|
|
|
(760 |
) |
|
|
|
|
Income taxes receivable |
|
|
(3,929 |
) |
|
|
(109 |
) |
|
|
3,580 |
|
Other assets |
|
|
739 |
|
|
|
634 |
|
|
|
1,855 |
|
Production costs |
|
|
(7,322 |
) |
|
|
(5,183 |
) |
|
|
(3,918 |
) |
License fees |
|
|
(10,585 |
) |
|
|
(11,813 |
) |
|
|
(9,615 |
) |
Accounts payable |
|
|
14,536 |
|
|
|
5,054 |
|
|
|
2,302 |
|
Income taxes payable |
|
|
286 |
|
|
|
880 |
|
|
|
|
|
Accrued expenses |
|
|
(4,811 |
) |
|
|
2,824 |
|
|
|
(2,211 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
16,469 |
|
|
|
18,385 |
|
|
|
21,353 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(3,544 |
) |
|
|
(8,562 |
) |
|
|
(7,053 |
) |
Purchases of intangible assets |
|
|
(666 |
) |
|
|
(1,379 |
) |
|
|
(1,534 |
) |
Purchases of software development |
|
|
(677 |
) |
|
|
|
|
|
|
|
|
Purchases of marketable equity securities |
|
|
|
|
|
|
(4,000 |
) |
|
|
|
|
Sale of marketable equity securities |
|
|
3,200 |
|
|
|
|
|
|
|
|
|
Proceeds from sale of assets held for sale |
|
|
1,353 |
|
|
|
|
|
|
|
|
|
Payment of earn-out related to an acquisition |
|
|
|
|
|
|
|
|
|
|
(350 |
) |
Other |
|
|
|
|
|
|
|
|
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(334 |
) |
|
|
(13,941 |
) |
|
|
(8,880 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from note payable, line of credit |
|
|
208,758 |
|
|
|
198,379 |
|
|
|
97,240 |
|
Payments on note payable, line of credit |
|
|
(215,939 |
) |
|
|
(206,021 |
) |
|
|
(58,284 |
) |
Repayment of note payable |
|
|
(9,744 |
) |
|
|
(5,256 |
) |
|
|
(80,130 |
) |
Proceeds of note payable |
|
|
|
|
|
|
|
|
|
|
15,000 |
|
Payment of deferred compensation |
|
|
(3,200 |
) |
|
|
|
|
|
|
|
|
Checks written in excess of cash |
|
|
297 |
|
|
|
|
|
|
|
|
|
Debt acquisition costs |
|
|
(850 |
) |
|
|
(240 |
) |
|
|
(990 |
) |
Proceeds (repayments) of capital lease obligations |
|
|
86 |
|
|
|
(103 |
) |
|
|
(115 |
) |
Other |
|
|
|
|
|
|
|
|
|
|
(131 |
) |
Proceeds from exercise of common stock options and warrants |
|
|
12 |
|
|
|
190 |
|
|
|
466 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(20,580 |
) |
|
|
(13,051 |
) |
|
|
(26,944 |
) |
|
|
|
|
|
|
|
|
|
|
Net decrease in cash from continuing operations |
|
|
(4,445 |
) |
|
|
(8,607 |
) |
|
|
(14,471 |
) |
62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
|
|
|
|
5,586 |
|
|
|
1,141 |
|
Net cash provided by investing activities, proceeds from sale of discontinued operations |
|
|
|
|
|
|
6,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
(4,445 |
) |
|
|
3,479 |
|
|
|
(13,330 |
) |
Cash at beginning of year |
|
|
4,445 |
|
|
|
966 |
|
|
|
14,296 |
|
|
|
|
|
|
|
|
|
|
|
Cash at end of year |
|
$ |
|
|
|
$ |
4,445 |
|
|
$ |
966 |
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid (received) for: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
3,885 |
|
|
$ |
5,460 |
|
|
$ |
8,834 |
|
Income taxes, net of refunds |
|
|
(262 |
) |
|
|
1,086 |
|
|
|
601 |
|
Supplemental schedule of non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price adjustments affecting accounts receivable and goodwill |
|
|
|
|
|
|
|
|
|
|
145 |
|
Purchase price adjustments affecting accounts receivable and gain on sale, net |
|
|
|
|
|
|
245 |
|
|
|
|
|
Shares received for payment of tax withholding obligations |
|
|
15 |
|
|
|
27 |
|
|
|
|
|
Reclassification of deposits from property and equipment to prepaid expenses |
|
|
|
|
|
|
|
|
|
|
164 |
|
Expiration of fully amortized license fees |
|
|
11,397 |
|
|
|
|
|
|
|
|
|
Expiration of fully amortized production costs |
|
|
1,446 |
|
|
|
|
|
|
|
|
|
Reclassification of warrant accrual and temporary equity to common stock |
|
|
|
|
|
|
|
|
|
|
19,121 |
|
See accompanying notes to consolidated financial statements.
63
NAVARRE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2009
Note 1 Business Description
Navarre Corporation, (the Company or Navarre), a Minnesota corporation formed in 1983,
publishes and distributes physical and digital home entertainment and multimedia products,
including PC software, DVD video, video games and accessories and independent music labels (through
May 2007). The business is divided into two business segments publishing and distribution. The
Companys broad base of customers includes: (i) wholesale clubs, (ii) mass merchandisers, (iii)
other third party distributors, (iv) computer specialty stores, (v) book stores, (vi) office
superstores, and (vii) electronic superstores.
Through the publishing segment the Company owns or licenses various PC software and DVD video
titles. The publishing business packages, brands, markets and sells directly to retailers,
third-party distributors, and our distribution business. The publishing business consists of Encore
Software, Inc. (Encore), FUNimation Productions, Ltd. (FUNimation) and BCI Eclipse Company, LLC
(BCI). Encore, which was acquired in July 2002, licenses and publishes personal productivity,
genealogy, utility, education and interactive gaming PC products. FUNimation which was acquired in
May of 2005, is a publisher and licensor of anime and entertainment video products. BCI, which was
acquired in November 2003, was a provider of niche DVD and video products and in-house produced
DVDs. In fiscal 2009, BCI began winding down its licensing operations related to budget DVD video.
Through the distribution segment, the Company distributes and provides fulfillment services in
connection with a variety of finished goods that are provided by our vendors, which include PC
software, DVD video, video games and accessories and independent music labels (through May 2007).
These vendors provide the Company with products, which in turn are distributed to retail customers.
The distribution business focuses on providing vendors and retailers with a range of value-added
services, including vendor-managed inventory, Internet-based ordering, electronic data interchange
services, fulfillment services and retailer-oriented marketing services.
Note 2 Summary of Significant Accounting Policies
Basis of Consolidation
The consolidated financial statements include the accounts of Navarre Corporation and its
wholly-owned subsidiaries, Encore, FUNimation and BCI (collectively referred to herein as the
Company). All significant intercompany accounts and transactions have been eliminated in
consolidation.
Segment Reporting
The Companys current presentation of segment data consists of two operating and reportable
segments publishing and distribution.
Fiscal Year
References in these footnotes to fiscal 2009, 2008 and 2007 represent the twelve months ended
March 31, 2009, March 31, 2008 and March 31, 2007.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and
assumptions that affect the amounts of assets and liabilities and disclosure 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. Significant estimates include the realizability
of accounts receivable, vendor advances, inventories, goodwill, intangible assets, prepaid
royalties, production costs, license fees, income taxes and the adequacy of certain accrued
liabilities and reserves. Actual results could differ from these estimates.
64
Reclassifications
Certain operating expense amounts included in the consolidated financial statements have been
reclassified from the prior years presentations to conform to the current year presentation.
Fair Value of Financial Instruments
The carrying value of the Companys current financial assets and liabilities, because of their
short-term nature, approximates fair value.
Cash and Cash Equivalents
The Company considers short-term investments with an original maturity of three months or less
when purchased to be cash equivalents. Cash equivalents are carried at cost, which approximates
fair value.
Marketable Securities
The Company has classified all marketable securities as available-for-sale which requires the
securities to be reported at fair value, with unrealized gains and losses, net of tax, reported as
a separate component of shareholders equity. Marketable securities at March 31, 2009 consist of
government agency and corporate bonds and a money market fund. A decline in the market value of any
available-for-sale security below cost that is deemed other than temporary is charged to income,
resulting in the establishment of a new cost basis for the security.
The fair value of securities is determined by quoted market prices. Dividend and interest
income are recognized when earned. Realized gains and losses for securities classified as
available-for-sale are included in income and are derived using the specific identification method
for determining the cost of the securities sold.
Derivatives and Hedging
The Company accounts for derivatives in accordance with SFAS 133, Accounting for Derivative
Instruments and Hedging Activities, as amended and interpreted. SFAS 133 requires that all
derivatives be measured at fair value on the balance sheet. The treatment of changes in the fair
value of a derivative depends on the character of the transaction, including whether it has been
designated and qualifies as part of a hedging relationship as defined under SFAS 133. Derivatives
that do not meet the SFAS 133 criteria for hedge accounting are designated as economic hedges and
changes in the fair value associated with these instruments are included in the Consolidated
Statements of Operations as (gain) loss on derivative instruments. In those cases where the
derivative meets the SFAS 133 hedge accounting criteria for a cash flow hedge, the change in fair
value of the derivative that is effective in offsetting changes in cash flows of the designated
risk being hedged is reported, net of related taxes, as accumulated other comprehensive income in
shareholders equity until realized. The change in fair value of the derivative that is associated
with ineffectiveness in the hedging relationship is reported in current earnings. The Company
entered into interest rate derivative instruments for the purpose of economically hedging interest
rate risk and not for speculative activity. The Companys economic hedging activities included the
use of swaps, in the case of interest rate derivatives. (See further disclosure of Derivative
Instruments in Note 18).
In accordance with the interpretive guidance in EITF Issue No. 00-19, Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock, the
Company valued warrants issued in connection with the March 2006 private placement as a derivative
liability. The Company made certain periodic assumptions and estimates to value the derivative
liability. Factors affecting the amount of this liability included changes in the stock price, the
computed volatility of the stock price and other assumptions. The change in value is reflected in
the Consolidated Statements of Operations as income or expense. For the year ended March 31, 2007,
the Company recognized expense of $251,000, related to the valuation of warrants that were subject
to this accounting treatment. The Company marked the value of the warrants to market during fiscal
2007 and reclassified the warrant accrual balance to equity at that time.
65
Inventories
Inventories are stated at the lower of cost or market with cost determined on the first-in,
first-out (FIFO) method. The Company monitors its inventory to ensure that it properly identifies,
on a timely basis, inventory items that are slow-moving and non-returnable. Certain publishing
business products may run out of shelf life and be returned. Generally, these products can be sold
in bulk to a variety of liquidators. A significant risk in the Companys distribution business is
product that has been purchased from vendors that cannot be sold at full distribution prices and is
not returnable to the vendors. The Company establishes reserves for the difference between carrying
value and estimated realizable value in the periods when the Company first identifies the lower of
cost or market issue. Consigned inventory includes product that has been delivered to customers for
which revenue recognition criteria have not been met.
Prepaid Royalties
Prior to the sale of the independent music business, the Company regularly committed to and
paid advance royalties to its independent music labels (Labels) in respect of future sales in the
distribution segment. The Company accounted for these advance royalty payments under the related
guidance in FASB Statement No. 50, Financial Reporting in the Record and Music Industry (SFAS
50). Certain advance royalty payments that were believed to be recoverable from future royalties
to be earned by the Labels were capitalized as assets. The decision to capitalize an advance as an
asset required significant judgment as to the recoverability of these advances. The recoverability
of these assets was assessed upon initial commitment of the advance, based upon the Companys
forecast of anticipated revenues from the sale of future and existing music. In determining whether
these amounts were recoverable, the Company evaluated the current and past popularity of the
Labels, the initial or expected commercial acceptability of the product, the current and past
popularity of the genre of music that the product was designed to appeal to, and other relevant
factors. Based upon this information, the portion of such advances that was believed not to be
recoverable was expensed. Otherwise, the prepaid royalties were expensed as earned by the Labels.
All advances were assessed for recoverability periodically and at a minimum on a quarterly basis.
Royalties Payable FUNimation
Royalties payable, under the American Institute of Certified Public Accountants Statement of
Position 00-2 (SOP 00-2), Accounting by Producers or Distributors of Films, represents
managements estimate of accrued and unpaid participation costs as of the end of the period.
Royalties are generally due and paid to the licensor one month after each quarterly period for
sales of merchandise and license fees received. The Company expects to pay 100% of accrued
royalties related to FUNimation in the amount of $2.1 million during the fiscal year ended March
31, 2010.
Advertising
Advertising costs are expensed as incurred. Advertising expense was $2.6 million, $3.2
million and $3.8 million for the periods ended March 31, 2009, 2008 and 2007, respectively.
66
Property and Equipment
Property and equipment are recorded at cost. Depreciation is recorded, using the
straight-line method, over estimated useful lives, ranging from three to twenty five years.
Depreciation is computed using the straight-line method for leasehold improvements over the shorter
of the lease term or the estimated useful life. Estimated useful lives by major asset categories
are as follows:
|
|
|
|
|
Asset |
|
Life in Years |
Buildings
|
|
|
25 |
|
Furniture and fixtures
|
|
|
7 |
|
Office equipment
|
|
|
5 |
|
Computer equipment
|
|
|
3 |
|
Warehouse equipment
|
|
|
5 |
|
Leasehold improvements
|
|
|
1-10 |
|
Enterprise resource planning (ERP) system
|
|
|
7 |
|
Maintenance, repairs and minor renewals are charged to expense as incurred. Additions, major
renewals and betterments to property and equipment are capitalized.
The move of FUNimations inventory to the Minnesota distribution facility resulted in the
Company owning land and a building not being used in operations, both of which were intended for
sale for a period of time. The assets remaining at March 31, 2008 were no longer being depreciated
and were carried at their net book value as of the date of discontinued use as assets held for sale
on the Consolidated Balance Sheets. In September 2008, the Company completed the sale of the real
estate and related assets to an unrelated party for proceeds of $1.4 million. The Company
recognized a loss of $48,000 on this transaction, net of costs paid by the purchaser at closing
(see further disclosure in Note 12).
Production Costs FUNimation
Production costs represent unamortized costs of films and television programs, which have been
produced by the Company or for which the Company has acquired distribution rights. Costs of
produced films and television programs include all production costs, which are expected to be
recovered from future revenues. Amortization of production costs is determined based on the ratio
that current revenue earned from the films and television programs bear to the ultimate future
revenue, as defined by American Institute of Certified Public Accountants Statement of Position
00-2 (SOP 00-2), Accounting by Producers or Distributors of Films.
When estimates of total revenues and costs indicate that an individual title will result in an
ultimate loss, an impairment charge is recognized to the extent that license fees and production
costs exceed estimated fair value, based on cash flows, in the period when estimated.
License Fees FUNimation
License fees represent advance license/royalty payments made to program suppliers for
exclusive distribution rights. A program suppliers share of distribution revenues
(participation/royalty cost) is retained by the Company until the share equals the license fees
paid to the program supplier plus recoupable production costs. Thereafter, any excess is paid to
the program supplier. License fees are amortized as recouped by the Company which equals
participation/royalty costs earned by the program suppliers. Participation/royalty costs are
accrued/expensed in the same ratio that current period revenue for a title or group of titles bear
to the estimated remaining unrecognized ultimate revenue for that title, as defined by SOP 00-2.
When estimates of total revenues and costs indicate that an individual title will result in an
ultimate loss, an impairment charge is recognized to the extent that license fees and production
costs exceed estimated fair value, based on cash flows, in the period when estimated.
67
Impairment of Long-Lived Assets
Long-lived assets, such as property and equipment and amortizable intangible assets, are
evaluated for impairment whenever events or changes in circumstances indicate the carrying value of
an asset may not be recoverable. An impairment loss is recognized when estimated undiscounted cash
flows expected to result from the use of the asset plus net proceeds expected from disposition of
the asset, if any, are less than the carrying value of the asset. When an impairment loss is
recognized, the carrying amount of the asset is reduced to its estimated fair value (see further
disclosure in Note 2 and Note 3).
Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable net
assets acquired in business combinations accounted for under the purchase method. The Company
reviews goodwill for potential impairment annually for each reporting unit or when events or
changes in circumstances indicate the carrying value of the goodwill might exceed its current fair
value. Factors which may cause impairment include negative industry or economic trends and
significant underperformance relative to historical or projected future operating results. The
Company determines fair value using widely accepted valuation techniques, including discounted cash
flow and market multiple analysis. The amount of impairment loss is recognized as the excess of the
assets carrying value over its fair value.
Intangible Assets
Intangible assets include license relationships, trademarks related to the FUNimation
acquisition, masters acquired during the acquisition of BCI, and other intangibles. Intangible
assets (except for trademarks) are amortized on a straight-line basis with estimated useful lives
ranging from three to seven and one half years. The straight-line method of amortization of these
assets reflects an appropriate allocation of the costs of the intangible assets to its useful life.
Intangible assets are tested for impairment whenever events or circumstances indicate that a
carrying amount of an asset may not be recoverable. An impairment loss is generally recognized when
the carrying amount of an asset exceeds the estimated fair value of the asset. Fair value is
generally determined using a discounted cash flow analysis.
Debt Issuance Costs
Debt issuance costs are amortized over the life of the related debt. Accumulated amortization
amounted to approximately $108,000 and $338,000 at March 31, 2009 and 2008, respectively.
Amortization expense of $251,000, $333,000 and $551,000 for the periods ended March 31, 2009, 2008
and 2007, respectively, are included in interest expense in the accompanying Consolidated
Statements of Operations. During fiscal 2009, 2008 and 2007, the Company wrote-off $950,000, zero
and $2.4 million, respectively, in debt acquisition costs related to previous debt agreements,
which costs were also included in interest expense.
Operating Leases
The Company conducts substantially all operations in leased facilities. Leasehold allowances,
rent holidays and escalating rent provisions are accounted for on a straight-line basis over the
term of the lease.
Revenue Recognition
Revenue on products shipped, including consigned products owned by the Company, is recognized
when title and risk of loss transfers, delivery has occurred, the price to the buyer is
determinable and collectibility is reasonably assured. Service revenues are recognized upon
delivery of the services. Service revenues have represented less than 10% of total net sales for
each of the reporting periods, fiscal 2009, 2008 and 2007. The Company, under specific conditions,
permits its customers to return products. The Company records a reserve for sales returns and
allowances against amounts due to reduce the net recognized receivables to the amounts the Company
reasonably believes will be collected. These reserves are based on the application of the
Companys historical or anticipated gross profit percent against average sales returns, sales
discounts percent against average gross sales and specific reserves for marketing programs.
68
The Companys publishing business, at times, provides certain price protection, promotional
monies, volume rebates and other incentives to customers. The Company records these amounts as
reductions in revenue.
The Companys distribution customers at times qualify for certain price protection benefits
from the Companys vendors. The Company serves as an intermediary to settle these amounts between
vendors and customers. The Company accounts for these amounts as reductions of revenues with
corresponding reductions in cost of sales.
FUNimations revenue is recognized upon meeting the recognition requirements of American
Institute of Certified Public Accountants Statement of Position 00-2 (SOP 00-2), Accounting by
Producers or Distributors of Films. Revenues from home video distribution are recognized, net of
an allowance for estimated returns, in the period in which the product is available for sale by the
Companys customers (generally upon shipment to the customer and in the case of new releases, after
street date restrictions lapse). Revenues from broadcast licensing and home video sublicensing
are recognized when the programming is available to the licensee and other recognition requirements
of SOP 00-2 are met. Revenues received in advance of availability are deferred until revenue
recognition requirements have been satisfied. Royalties on sales of licensed products are
recognized in the period earned. In all instances, provisions for uncollectible amounts are
provided for at the time of sale.
Vendor Allowances
In the distribution business, the Company receives allowances from certain vendors as a result
of purchasing their products. In accordance with Emerging Issues Task Force (EITF) 02-16,
Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor,
vendor allowances are initially deferred. The deferred amounts are then recorded as a reduction of
cost of sales when the related product is sold.
Marketing Development Funds
In accordance with Emerging Issues Task Force (EITF) 01-09, Accounting for Consideration Given
by a Vendor to a Customer or a Reseller of the Vendors Products, the Company has classified
marketing development funds, such as price protection and promotions, as a reduction to revenues
primarily in the publishing segment.
Accounts Receivable and Allowance for Doubtful Accounts
Credit is extended based on evaluation of a customers financial condition and, generally,
collateral is not required. Accounts receivable are generally due within 30-90 days and are stated
at amounts due from customers, net of an allowance for doubtful accounts. Accounts receivable
outstanding longer than the contractual payment terms are considered past due. The Company does
not accrue interest on past due accounts receivable. The Company performs periodic credit
evaluations of its customers financial condition. The Company makes estimates of the
uncollectibility of its accounts receivable. In determining the adequacy of its allowances, the
Company analyzes customer financial statements, historical collection experience, aging of
receivables, substantial down-grading of credit scores, bankruptcy filings and other economic and
industry factors. The Company writes off accounts receivable when they become uncollectible, and
payments subsequently received on such receivables are credited to the allowance for doubtful
accounts. Although risk management practices and methodologies are utilized to determine the
adequacy of the allowance, it is possible that the accuracy of the estimation process could be
materially impacted by different judgments as to collectibility based on the information considered
and further deterioration of accounts. The Companys largest collection risks exist for customers
that are in bankruptcy, or at risk of bankruptcy. The occurrence of these events is infrequent,
but can be material when it does occur. In some instances, the Company recovers amounts previously
written off as uncollectible. These recoveries are reflected in bad debt expense.
Classification of Shipping Costs
Costs incurred in the publishing segment related to the shipment of product to its customers
are classified in cost of sales. These costs were $1.1 million, $1.4 million and $2.0 million for
the years ended March 31, 2009, 2008 and 2007, respectively.
69
Costs incurred in the distribution segment related to the shipment of product to its customers
are classified in selling expenses. These costs were $9.4 million for each of the years ended
March 31, 2009, 2008 and 2007.
Foreign Currency Transactions
Transaction gains and losses that arise from exchange rate fluctuations on transactions
denominated in a currency other than the functional currency are included in the results of
operations when settled or at the most recent balance sheet date if the transaction has not
settled. Foreign currency gains and losses were a loss of $1.2 million, gain of $252,000 and loss
of $413,000 for the years ended March 31, 2009, 2008 and 2007, respectively.
Income Taxes
Income taxes are recorded under the asset and liability method. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax
bases. 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. 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.
Stock-Based Compensation
The Company has two stock option plans for officers, non-employee directors and key employees.
In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standard No. 123R(SFAS 123R), Share-Based Payment. Statement 123R is a revision of
FASB Statement 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25
(APB 25), Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash
Flows, and its related implementation guidance. SFAS 123R focuses primarily on accounting for
transactions in which an entity obtains employee services through share-based payment transactions
and requires an entity to measure the cost of employee services received in exchange for the award
of equity instruments based on the fair value of the award at the date of grant. The cost is to be
recognized over the period during which an employee is required to provide services in exchange for
the award.
SFAS 123R also requires the benefit of tax deductions in excess of recognized compensation
expense to be reported as a financing cash flow, rather than an operating cash flow as prescribed
under previous accounting rules. This requirement reduces net operating cash flows and increases
net financing cash flows in periods subsequent to adoption. Total cash flows remain unchanged from
those reported under previous accounting rules. Effective April 1, 2006, the Company adopted the
provisions of SFAS 123R using the modified prospective transition method. Results of operations
for prior annual periods have not been restated to reflect recognition of share-based compensation
expense. Upon adoption of SFAS 123R, the Company applied an estimated forfeiture rate to unvested
awards. Previously, the Company recorded forfeitures as incurred.
On March 23, 2006, the Board of Directors and the Compensation Committee to the Board of
Directors of Navarre approved the accelerated vesting of stock options with exercise prices of
$4.50 or greater. As a result of the vesting acceleration, options to purchase 2.1 million shares
of Navarre common stock became fully vested, which would have otherwise vested over the next three
to five years. This acceleration had the effect of reducing future expense by approximately $9.7
million over the following three years. The Companys decision to accelerate the vesting of these
options was, in large part, to minimize future compensation expense associated with the accelerated
options upon the Companys adoption of SFAS 123R. The Company also placed restrictions on the
directors and executive officers that are deemed a Section 16 officer for filing purposes. This
restriction was to prevent the selling of any shares upon the exercise of accelerated options until
the date on which the exercise would have been permitted under the stock options pre-accelerated
vesting terms or, if earlier, the officers last day of employment with, or the directors last day
of service to the Company.
Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted
average number of common shares outstanding during the year. Diluted earnings (loss) per share is
computed by dividing net income
70
(loss) by the sum of the weighted average number of common shares outstanding during the year
plus all additional common shares that would have been outstanding if potentially dilutive common
shares related to stock options and warrants had been issued. The following table sets forth the
computation of basic and diluted earnings (loss) per share:
(In thousands, except for per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations |
|
$ |
(88,434 |
) |
|
$ |
7,056 |
|
|
$ |
3,604 |
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per share weighted average shares |
|
|
36,207 |
|
|
|
36,105 |
|
|
|
35,786 |
|
Dilutive securities: Employee stock options and warrants |
|
|
|
|
|
|
164 |
|
|
|
442 |
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings per share adjusted weighted
average shares |
|
|
36,207 |
|
|
|
36,269 |
|
|
|
36,228 |
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) per share from continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share |
|
$ |
(2.44 |
) |
|
$ |
.20 |
|
|
$ |
.10 |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share |
|
$ |
(2.44 |
) |
|
$ |
.20 |
|
|
$ |
.10 |
|
|
|
|
|
|
|
|
|
|
|
Approximately 2,860,499 and 2,645,202 of the Companys stock options were excluded from the
calculation of diluted earnings per share in fiscal 2008 and 2007, respectively, because the
exercise prices of the stock options were greater than the average price of the Companys common
stock and therefore their inclusion would have been anti-dilutive.
The effect of the inclusion of warrants for the years ended March 31, 2009, 2008 and 2007
would have been anti-dilutive. Approximately 1.6 million warrants were also excluded for the years
ended March 31, 2008 and 2007, because the exercise prices of the warrants was greater than the
average price of the Companys common stock and therefore their inclusion would have been
anti-dilutive.
Due
to the Company being in a net loss situation, diluted loss per share
from continuing operations excludes 117,000 stock options and
72,000 restricted stock options for the year ended March 31,
2009 because their inclusion would have been anti-dilutive.
Recently Issued Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, (SFAS No. 157),
which is effective for fiscal years beginning after November 15, 2007 and for interim periods
within those years. This statement defines fair value, establishes a framework for measuring fair
value and expands the related disclosure requirements. In February 2008, the FASB issued
FSP 157-2, which delays the effective date of FAS 157 for
all nonfinancial assets and liabilities, except those recognized or
disclosed at fair value in the financial statements on a recurring
basis (at least annually), until our fiscal year 2010. Effective April 1, 2008,
the Company adopted SFAS No. 157. The adoption of SFAS No. 157 did not have a material impact on
the Companys financial condition or results of operations.
In February 2007, the FASB issued SFAS No. 159 (SFAS No. 159), The Fair Value Option for
Financial Assets and Financial Liabilities-Including an Amendment of FASB Statement No. 115. SFAS
NO. 159 expands the use of fair value accounting but does not affect existing standards that
require assets or liabilities to be carried at fair value. Under SFAS NO. 159, a company may elect
to use fair value to measure accounts and loans receivable, available-for-sale and held-to-maturity
securities, equity method investments, accounts payable, guarantees and issued debt. Other eligible
items include firm commitments for financial instruments that otherwise would not be recognized at
inception and non-cash warranty obligations where a warrantor is permitted to pay a third party to
provide the warranty goods or services. If the use of fair value is elected, any upfront costs and
fees related to the item must be recognized in earnings and cannot be deferred, e.g., debt issue
costs. The fair value election is irrevocable and generally made on an instrument-by-instrument
basis, even if a company has similar instruments that it elects not to measure based on fair value.
At the adoption date, unrealized gains and losses on existing items for which fair value has been
elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the
adoption of SFAS NO. 159, changes in fair value are recognized in earnings. Effective April 1,
2008, the Company adopted SFAS NO. 159. The Company has elected not to measure any additional
financial instruments or other items at fair value.
71
During December 2007, the FASB issued FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements an amendment of ARB No. 51 (SFAS No. 160). SFAS No. 160
establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary
and for the deconsolidation of a subsidiary. Specifically, SFAS No. 160 requires the recognition of
a noncontrolling interest (minority interest) as equity in the consolidated financial statements
and separate from the parents equity. The amount of net income attributable to the noncontrolling
interest will be included in consolidated net income on the face of the income statement. SFAS No.
160 clarifies that changes in a parents ownership interest in a subsidiary that do not result in
deconsolidation are equity transactions if the parent retains its controlling financial interest.
In addition, SFAS No. 160 requires that a parent recognize a gain or loss in net income when a
subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the
noncontrolling equity investment on the deconsolidation date. SFAS No. 160 also includes expanded
disclosure requirements regarding the interests of the parent and its noncontrolling interest. SFAS
No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning
with the quarter ended June 30, 2009. Earlier adoption is prohibited. The Company is currently
determining the impact, if any, SFAS NO. 160 will have on its financial condition, results of
operations and cash flows.
On December 4, 2007, the FASB issued FASB Statement No. 141 (Revised 2007), Business
Combinations (FAS 141(R)). FAS 141(R) will significantly change the accounting for business
combinations. Under Statement 141(R), an acquiring entity will be required to recognize all the
assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with
limited exceptions. FAS 141(R) will change the accounting treatment for certain specific items,
including:
|
|
|
Acquisition costs will generally be expensed as incurred; |
|
|
|
|
Noncontrolling interests (formerly known as minority interests) will be valued at
fair value at the acquisition date; |
|
|
|
|
Acquired contingent liabilities will be recorded at fair value at the acquisition date
and subsequently measured at either the higher of such amount or the amount determined
under existing guidance for non-acquired contingencies; |
|
|
|
|
In-process research and development will be recorded at fair value as an
indefinite-lived intangible asset at the acquisition date; |
|
|
|
|
Restructuring costs associated with a business combination will be generally expensed
subsequent to the acquisition date; and |
|
|
|
|
Changes in deferred tax asset valuation allowances and income tax uncertainties after
the acquisition date generally will affect income tax expense. |
FAS 141(R) also includes a substantial number of new disclosure requirements. The statement
applies prospectively to business combinations for which the acquisition date is on or after the
beginning of an entitys fiscal year that begins after
December 15, 2008, and will be adopted by the Company in the
first quarter of fiscal 2010.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities, an amendment of SFAS No. 133 (SFAS No. 161). SFAS No. 161 is intended to
improve financial reporting standards for derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand the effects these
instruments and activities have on an entitys financial position, financial performance, and cash
flows. SFAS No. 161 also improves transparency about the location and amounts of derivative
instruments in an entitys financial statements; how derivative instruments and related hedged
items are accounted for under Statement 133; and how derivative instruments and related hedged
items affect its financial position, financial performance, and cash flows. SFAS No. 161 is
effective for financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. The Company adopted SFAS No. 161 on January 1, 2009, which did not have an
impact on its consolidated financial statements.
In May 2008, the Financial Accounting Standards Board (FASB) issued Statements of Financial
Standards No. 162 (SFAS No. 162), The Hierarchy of Generally Accepted Accounting Principles. SFAS
No. 162 is intended to improve financial reporting by identifying a consistent framework, or
hierarchy, for selecting accounting principles to be used in preparing financial statements that
are presented in conformity with U.S. generally accepted
72
accounting principles (GAAP) for non-governmental entities. The Company adopted SFAS No. 162
on its effective date, November 15, 2008, and it did not have a material impact on the preparation
of its consolidated financial statements.
In May 2009, the FASB issued Statements of Financial Standards No. 165 (SFAS No. 165),
Subsequent Events. SFAS No. 165 requires all public entities to evaluate subsequent events through
the date that the financial statements are available to be issued and disclose in the notes the
date through which the Company has evaluated subsequent events and whether the financial statements
were issued or were available to be issued on the disclosed date. SFAS No. 165 defines two types
of subsequent events, as follows: the first type consists of events or transactions that provide
additional evidence about conditions that existed at the date of the balance sheet and the second
type consists of events that provide evidence about conditions that did not exist at the date of
the balance sheet but arose after that date. SFAS No. 165 is effective for interim and annual
periods ending after June 15, 2009 and must be applied prospectively.
Note 3 Goodwill and Intangible Assets
Goodwill
The Company recognizes the excess cost of an acquired entity over the net amount assigned to
the fair value of the assets acquired and liabilities assumed as goodwill. The Company reviews
goodwill for potential impairment annually for each reporting unit, or when events or changes in
circumstances indicate that the carrying value of the goodwill might exceed its current fair value.
Factors which may cause impairment include negative industry or economic trends, a sustained
decline in the Companys share price and significant underperformance relative to historical or
projected future operating results. The Company determines fair value using widely accepted
valuation techniques, including discounted cash flow and market multiple analysis. The amount of
impairment loss is recognized as the excess of the assets carrying value over its fair value.
During fiscal 2009, the Company concluded that indicators of potential impairment were present
due to the sustained decline in the Companys share price which resulted in the market
capitalization of the Company being less than its book value. The Company conducted impairment
tests during fiscal 2009 based on present facts and circumstances at those times and its business
strategy in light of existing industry and economic conditions, as well as taking into
consideration future expectations. Accordingly, during fiscal 2009, the Company recorded pre-tax,
non-cash goodwill impairment charges of $81.7 million. These pre-tax, non-cash charges had no
impact on the Companys compliance with the financial covenants in its credit agreement.
Under SFAS No. 142, the measurement of impairment of goodwill consists of two steps. In the
first step, the Company compares the fair value of each reporting unit to its carrying value.
Management completed a valuation of the fair value of its reporting units which incorporated
existing market-based considerations as well as a discounted cash flow methodology based on current
results and projections. Based on this evaluation, it was determined that the fair value of Encore,
FUNimation and BCI was less than their carrying value. Following this assessment, SFAS No. 142
requires the Company to perform a second step in order to determine the implied fair value of each
reporting units goodwill, as compared to carrying value. The activities in the second step include
hypothetically valuing all of the tangible and intangible assets of the impaired reporting unit as
if the reporting unit had been acquired in a business combination. Reviews of the goodwill were
completed and considered in measuring the impairment charges recorded during fiscal 2009. The
estimates and assumptions used in making the assessment of the fair value were inherently subject
to uncertainty.
After recording the above impairments, the Companys publishing segment had a goodwill balance
of zero million, $81.7 million and $81.7 million at March 31, 2009, 2008 and 2007, respectively.
The Company has no goodwill associated with its distribution segment.
73
Intangible assets
Identifiable intangible assets, with zero residual value, are being amortized (except for the
trademarks which have an indefinite life) over useful lives of three years for masters, seven and
one half years for license relationships and seven years for the domain name and are valued as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2009 |
|
|
|
Gross carrying |
|
|
Accumulated |
|
|
|
|
|
|
amount |
|
|
amortization |
|
|
Net |
|
Masters (1) |
|
$ |
8,086 |
|
|
$ |
7,986 |
|
|
$ |
100 |
|
License relationships |
|
|
20,078 |
|
|
|
17,350 |
|
|
|
2,728 |
|
Domain name |
|
|
70 |
|
|
|
28 |
|
|
|
42 |
|
Trademarks (not amortized) |
|
|
536 |
|
|
|
|
|
|
|
536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
28,770 |
|
|
$ |
25,364 |
|
|
$ |
3,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2008 |
|
|
|
Gross carrying |
|
|
Accumulated |
|
|
|
|
|
|
amount |
|
|
amortization |
|
|
Net |
|
Masters |
|
$ |
9,448 |
|
|
$ |
6,550 |
|
|
$ |
2,898 |
|
License relationships |
|
|
20,078 |
|
|
|
14,612 |
|
|
|
5,466 |
|
Domain name |
|
|
70 |
|
|
|
18 |
|
|
|
52 |
|
Trademarks (not amortized) |
|
|
1,568 |
|
|
|
|
|
|
|
1,568 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
31,164 |
|
|
$ |
21,180 |
|
|
$ |
9,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Reflects a $2.0 million impairment charge related to masters which reduced both the gross
carrying amount and accumulated amortization. The $2.0 million impairment charge was included in
amortization expense for the period ended March 31, 2009 (see further disclosure in Note 4). |
The Company evaluates its definite lived intangible amortizing assets in accordance with SFAS
No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 requires the Company to record
impairment losses on amortizing intangible assets when changes in events and circumstances indicate
the asset might be impaired and the undiscounted cash flows estimated to be generated by those
assets are less than their carrying amounts. The Company determined fair value utilizing current
market values and future market trends. Based on the Company no longer publishing budget DVD videos
at BCI, the Company recorded an impairment charge related to masters of $2.0 million, which is
included in depreciation and amortization on the Companys Consolidated Statement of Operations for
the year ended March 31, 2009.
The Company evaluates its indefinite lived intangible assets in accordance with SFAS No. 142,
Goodwill and Other Intangible Assets. The Company reviews intangible assets for impairment
annually or when events or a change in circumstances indicate that the carrying value might exceed
the current fair value. In determining the implied fair value of each reporting units goodwill as
compared to carrying value, a hypothetical valuation of all tangible and intangibles assets of the
reporting unit as if the reporting unit had been acquired in a business combination was completed.
As part of this analysis, the trademarks associated with FUNimation were determined to have an
estimated fair value less than the carrying value. The Company determined fair value using the
relief from royalty valuation technique. The Company recorded a $1.0 million impairment charge,
which is included in goodwill and intangible impairment expense in the Consolidated Statement of
Operations, for the year ended March 31, 2009.
Aggregate amortization expense for the periods ended March 31, 2009, 2008 and 2007 was $6.2
million (which included a $2.0 million impairment charge related to masters), $5.6 million and $7.9
million, respectively. The following is a schedule of estimated future amortization expense (in
thousands):
|
|
|
|
|
2010
|
|
$ |
1,806 |
|
2011
|
|
|
425 |
|
2012
|
|
|
237 |
|
2013
|
|
|
302 |
|
Thereafter
|
|
|
Debt issuance costs
Debt issuance costs are amortized over the life of the related debt and are included in Other
Assets. Debt issuance costs totaled $650,000 and $1.2 million at March 31, 2009 and 2008,
respectively. Accumulated
74
amortization amounted to approximately $108,000 and $338,000 at March 31, 2009 and 2008,
respectively. Amortization expense is included in interest expense in the accompanying
Consolidated Statements of Operations. During fiscal year 2009, the Company wrote-off $950,000 in
debt acquisition costs related to the payoff of the Companys Term Loan facility and material
modifications to the Companys revolving facility, which costs are included in interest expense.
Note 4 Impairments and Other Charges
During fiscal 2009, the Company reviewed its portfolio of businesses for poor performing
activities and to identify areas where continued business investments would not meet its
requirements for financial returns. Net assets impacted included accounts receivable reserves,
inventory, prepaid royalties, goodwill, masters, trademarks, license fees and production costs. As
a result of the analysis, the following occurred during fiscal 2009:
|
|
|
BCI began winding down its licensing operations related to budget DVD video. For the
year ended March 31, 2009, the Company recorded $25.9 million in impairment and other
charges, which included $7.3 million for inventory, $7.1 million for prepaid royalties,
$2.0 million for masters, $2.0 million for accounts receivable reserves and $7.4 million
for goodwill (see further disclosure in Note 3). |
|
|
|
|
FUNimation is no longer involved in licensing operations related to DVD video of
childrens properties. For the year ended March 31, 2009, the Company recorded $81.0
million in impairment and other charges, which included $8.2 million for license fees and
production costs, $71.2 million for goodwill (see further disclosure in Note 3), $1.0
million for trademarks and $555,000 for inventory. |
License Fees and Production Costs. The total impairment of license fees and production cost
charges related to the FUNimation restructuring were $7.0 million and $1.2 million, respectively
during fiscal 2009. License fees represent advance license/royalty payments made to program
suppliers for exclusive distribution rights. Production costs represent unamortized costs of films
and television programs, which have been produced by the Company or for which the Company has
acquired distribution rights. According to SOP 00-2, Accounting by Producers or Distributors of
Films, the Company assesses license fees and production costs for impairment if an event or
circumstance changes to indicate that the cost is greater than the fair value. The Company records
a charge to the income statement for the amount by which the unamortized license fees and
production costs exceed the films fair value. The Company determines the fair value based upon
cash flows or quoted market prices.
Prepaid Royalties. The total prepaid royalty charges related to the BCI restructuring were
$7.1 million during fiscal 2009. The Company makes prepayments to licensors for the licensing of
content. The prepayment is reduced by royalties earned by the licensor after the sale of the
product. With the Company no longer publishing content in the budget DVD video category, the
prepaid royalties will not be recouped by earnings from the sale of the product, and as such the
Company took an impairment charge for amounts that will not be recouped.
Masters, Trademarks and Goodwill. The total masters, goodwill and trademark impairment charges
related to the publishing segment were $84.7 million during fiscal 2009.
|
|
|
Masters The Company evaluates its definite lived intangible amortizing assets in
accordance with SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 requires
the Company to record impairment losses on amortizing intangible assets when changes in
events and circumstances indicate the asset might be impaired and the undiscounted cash
flows estimated to be generated by those assets are less than their carrying amounts.
Impairment losses are measured by comparing the fair value of the assets to their carrying
amounts. The Company determines fair value utilizing current market values and future
market trends. The impairment related to BCI masters was $2.0 million during fiscal 2009. |
|
|
|
|
Trademarks The Company evaluates its indefinite lived intangible assets in
accordance with SFAS No. 142, Goodwill and Other Intangible Assets. The Company reviews
intangible assets for impairment annually or when events or change in circumstances
indicate that the carrying value might exceed the current fair value. In determining the
implied fair value of each reporting units goodwill as compared to carrying value, a
hypothetical valuation of all tangible and intangibles assets of the reporting unit as if
the reporting unit had been acquired in a business combination is completed. As part of
this analysis, the trademarks associated |
75
|
|
|
with FUNimation were determined to have an estimated fair value less than the carrying value.
The Company determined fair value using the relief from royalty valuation technique. The
impairment for FUNimation trademarks was $1.0 million during fiscal 2009. |
|
|
|
|
Goodwill The Company recognizes the excess cost of an acquired entity over the net
amount assigned to the fair value of the assets acquired and liabilities assumed as
goodwill. The Company reviews goodwill for potential impairment annually for each reporting
unit, or when events or changes in circumstances indicate that the carrying value of the
goodwill might exceed its current fair value. Factors which may cause impairment include
negative industry or economic trends, a sustained decline in the Companys share price, and
significant underperformance relative to historical or projected future operating results.
The Company determines fair value using widely accepted valuation techniques, including
discounted cash flow and market multiple analysis. The amount of impairment loss would be
recognized as the excess of the assets carrying value over its fair value. The goodwill
impairment charge for the publishing segment was $81.7 million during fiscal 2009. |
Inventory. The total inventory charges related to the publishing segment were $7.9 million
during fiscal 2009. The Company records inventory at the lower of cost or market. When it is
determined that the market value is lower than the cost, the Company establishes a reserve for the
difference between carrying value and estimated realizable value. The Company determines the
estimated realizable value by reviewing quoted prices in active markets for similar or identical
products.
Accounts Receivable Reserves. The total accounts receivable reserve charges were $2.0 million
during fiscal 2009, which primarily represent anticipated returns of BCI content.
Severance. The Company completed a company-wide reduction in force during fiscal 2009. The
total severance costs related to the reduction in force were $1.1 million, $591,000 of which were
associated with the distribution segment and $541,000 with the publishing segment. In accordance
with SFAS No. 146, Accounting for Costs Associated with Disposal or Exit Activities, the Company
records one-time termination benefit arrangement costs at the date of communication to employees as
long as the plan establishes the benefits that employees will receive upon termination in
sufficient detail to enable employees to determine the type and amount of benefits the employee
would receive if involuntarily terminated. Certain executives had contractual benefits related to
involuntary termination. In accordance with SFAS No. 112, Employers Accounting for Postemployment
Benefits, the Company records severance costs when the payment of the benefits is probable and
reasonably estimable.
76
The following table summarizes the impairment and other charges included in the Companys
Consolidated Statement of Operations for the year ended March 31, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
License Fees |
|
|
|
|
|
|
Masters, |
|
|
|
|
|
|
Accounts |
|
|
|
|
|
|
|
|
|
|
|
|
and Production |
|
|
Prepaid |
|
|
Goodwill and |
|
|
|
|
|
|
Receivable |
|
|
|
|
|
|
|
|
|
|
|
|
Costs - |
|
|
Royalties - |
|
|
Trademarks- |
|
|
Inventory- |
|
|
Reserves- |
|
|
Severance- |
|
|
Severance- |
|
|
|
|
|
|
Publishing |
|
|
Publishing |
|
|
Publishing |
|
|
Publishing |
|
|
Publishing |
|
|
Publishing |
|
|
Distribution |
|
|
Total |
|
Sales |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,057 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,057 |
|
Cost of sales |
|
|
8,239 |
|
|
|
7,076 |
|
|
|
|
|
|
|
7,855 |
|
|
|
985 |
|
|
|
52 |
|
|
|
|
|
|
|
24,207 |
|
Selling and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
159 |
|
|
|
13 |
|
|
|
172 |
|
Distribution and
warehousing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74 |
|
|
|
74 |
|
General and
administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
330 |
|
|
|
504 |
|
|
|
834 |
|
Depreciation and
amortization |
|
|
|
|
|
|
|
|
|
|
2,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,029 |
|
Goodwill and
intangible
impairment |
|
|
|
|
|
|
|
|
|
|
82,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,239 |
|
|
$ |
7,076 |
|
|
$ |
84,758 |
|
|
$ |
7,855 |
|
|
$ |
2,042 |
|
|
$ |
541 |
|
|
$ |
591 |
|
|
$ |
111,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The restructuring reserve activity was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivable |
|
|
|
|
|
|
Severance- |
|
|
Severance- |
|
|
Reserves- |
|
|
|
|
|
|
Distribution |
|
|
Publishing |
|
|
Publishing |
|
|
Total |
|
Reserve balance at March 31, 2008 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Provision for restructuring |
|
|
591 |
|
|
|
541 |
|
|
|
2,042 |
|
|
|
3,174 |
|
Cash payments |
|
|
546 |
|
|
|
204 |
|
|
|
1,016 |
|
|
|
1,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve balance at March 31, 2009 |
|
$ |
45 |
|
|
$ |
337 |
|
|
$ |
1,026 |
|
|
$ |
1,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 5 Discontinued Operations
On May 31, 2007, the Company sold its wholly-owned subsidiary, Navarre Entertainment Media,
Inc. (NEM), to an unrelated third party. NEM operated the Companys independent music
distribution activities. The Company has presented the independent music distribution business as
discontinued operations. As part of this transaction, the Company recorded a gain during fiscal
2008 of $6.1 million ($4.6 million net of tax), which included severance and legal costs of
$339,000 and other direct costs to sell of $842,000. The gain is included in Gain on sale of
discontinued operations in the Consolidated Statement of Operations. This transaction divested the
Company of all its independent music distribution activities.
During fiscal 2008, the Company adjusted the carrying value of the assets and liabilities of
discontinued operations by $502,000, ($245,000 net of tax) to reflect settled contingencies and
reserve adjustments. The additional gain is included in Gain on sale of discontinued operations
in the Consolidated Statement of Operations. The Company believes these adjustments reflect the
final transactions related to this divesture.
77
The Companys consolidated financial statements have been reclassified to segregate the
assets, liabilities and operating results of the discontinued operations for all periods presented.
Prior to reclassification, the discontinued operations were reported in the distribution operating
segment. The summary of operating results from discontinued operations is as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Net sales |
|
$ |
|
|
|
$ |
5,197 |
|
|
$ |
53,581 |
|
Income (loss) from discontinued operations, before income tax |
|
|
|
|
|
|
(3,947 |
) |
|
|
746 |
|
Income tax benefit (expense) |
|
|
|
|
|
|
1,657 |
|
|
|
(291 |
) |
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations, net of tax |
|
$ |
|
|
|
$ |
(2,290 |
) |
|
$ |
455 |
|
|
|
|
|
|
|
|
|
|
|
No interest expense was allocated to the operating results of discontinued operations.
There were no assets and liabilities of discontinued operations as of March 31, 2009 or March
31, 2008.
Note 6 Marketable Securities
Marketable securities at March 31, 2009 consist of government agency and corporate bonds and a
money market fund which are held in a Rabbi trust which was established for the payment of deferred
compensation for a former Chief Executive Officer (see further disclosure in Note 26).
The Company classifies these securities as available-for-sale and records these at fair value
using Level 1 quoted market prices. Unrealized holding gains and losses on available-for-sale
securities are excluded from income and are reported as a separate component of shareholders
equity until realized. A decline in the market value of any available-for-sale security below
cost, that is deemed other than temporary, is charged to income, resulting in the establishment of
a new cost basis for the security.
The fair value of securities is determined by Level 1 quoted market prices. Dividend and
interest income are recognized when earned. Realized gains and losses for securities classified as
available-for-sale are included in income and are derived using the specific identification method
for determining the cost of the securities sold.
Available-for-sale securities consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2009 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
Estimated fair |
|
|
unrealized |
|
|
unrealized |
|
|
|
value |
|
|
holding gains |
|
|
holding losses |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
Government agency and corporate bonds |
|
$ |
712 |
|
|
$ |
1 |
|
|
$ |
2 |
|
Money market fund |
|
|
312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,024 |
|
|
$ |
1 |
|
|
$ |
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2008 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
Estimated fair |
|
|
unrealized |
|
|
unrealized |
|
|
|
value |
|
|
holding gains |
|
|
holding losses |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
Government agency and corporate bonds |
|
$ |
410 |
|
|
$ |
|
|
|
$ |
|
|
Money market fund |
|
|
3,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,173 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
The marketable securities are classified in the Consolidated Balance Sheets as current and
non-current in accordance with the scheduled payout of the deferred compensation and are restricted
to use only for the settlement of the deferred compensation liability. As of March 31, 2009, $1.0
million and zero were classified as current and non-current marketable securities, respectively.
Contractual maturities of available-for-sale debt securities at March 31, 2009 ranged between
August 2009 and November 2013.
Effective April 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (SFAS No.
157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP) and expands disclosures about fair value
measurements. The adoption of SFAS No. 157 did not have a material impact on the Companys
financial condition or results of operations.
78
SFAS No. 157 defines fair value as the price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants on the measurement date. SFAS No.
157 also describes three levels of inputs that may be used to measure fair value:
|
|
|
Level 1 quoted prices in active markets for identical assets and liabilities. |
|
|
|
|
Level 2 observable inputs other than quoted prices in active markets for
identical assets and liabilities. |
|
|
|
|
Level 3 unobservable inputs in which there is little or no market data
available, which require the reporting entity to develop its own assumptions. |
The Company classifies the investments in marketable securities as available-for sale. The
marketable equity securities are measured at fair value using quoted market prices. They are
classified using Level 1 inputs as they are traded in an active market for which closing prices are
readily available.
Note 7 Comprehensive Income (Loss)
Other comprehensive income (loss) pertains to net unrealized gains and losses on marketable
securities held in a Rabbi Trust for the benefit of a former CEO that are not included in net
income (loss) but rather are recorded in shareholders equity (see further disclosure in Note 6).
Comprehensive income (loss) consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Net income (loss) from continuing operations |
|
$ |
(88,434 |
) |
|
$ |
9,658 |
|
|
$ |
4,059 |
|
Change in net unrealized (loss) on hedge derivatives, net of tax |
|
|
|
|
|
|
|
|
|
|
(27 |
) |
Less realized net gain on hedge derivatives, net of tax |
|
|
|
|
|
|
|
|
|
|
4 |
|
Net unrealized loss on marketable securities, net of tax |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
(88,435 |
) |
|
$ |
9,658 |
|
|
$ |
4,036 |
|
|
|
|
|
|
|
|
|
|
|
The changes in other comprehensive income (loss) are primarily non-cash items.
Accumulated other comprehensive loss balances, net of tax effects, were $1,000 and zero at
March 31, 2009 and 2008, respectively.
Note 8 Accounts Receivable
Accounts receivable consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
March 31, 2008 |
|
Trade receivables |
|
$ |
86,345 |
|
|
$ |
87,801 |
|
Vendor receivables |
|
|
2,894 |
|
|
|
2,575 |
|
Other receivables |
|
|
2,588 |
|
|
|
1,847 |
|
|
|
|
|
|
|
|
|
|
|
91,827 |
|
|
|
92,223 |
|
Less: allowance for doubtful accounts and sales discounts |
|
|
7,043 |
|
|
|
6,067 |
|
Less: allowance for sales returns, net margin impact |
|
|
11,967 |
|
|
|
9,350 |
|
|
|
|
|
|
|
|
Total |
|
$ |
72,817 |
|
|
$ |
76,806 |
|
|
|
|
|
|
|
|
Note 9 Inventories
Inventories, net of reserves, consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
March 31, 2008 |
|
Finished products |
|
$ |
20,437 |
|
|
$ |
23,545 |
|
Consigned inventory |
|
|
1,868 |
|
|
|
2,569 |
|
Raw materials |
|
|
4,427 |
|
|
|
6,540 |
|
|
|
|
|
|
|
|
Total |
|
$ |
26,732 |
|
|
$ |
32,654 |
|
|
|
|
|
|
|
|
Consigned inventory represents the Companys finished goods inventory at customers where
revenue recognition criteria have not been met.
79
Note 10 Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
March 31, 2008 |
|
Prepaid royalties |
|
$ |
9,826 |
|
|
$ |
11,297 |
|
Other |
|
|
1,264 |
|
|
|
821 |
|
|
|
|
|
|
|
|
Total |
|
$ |
11,090 |
|
|
$ |
12,118 |
|
|
|
|
|
|
|
|
Note 11 Property and Equipment
Property and equipment consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
March 31, 2008 |
|
Furniture and fixtures |
|
$ |
1,306 |
|
|
$ |
1,332 |
|
Computer and office equipment |
|
|
17,782 |
|
|
|
14,944 |
|
Warehouse equipment |
|
|
10,116 |
|
|
|
9,564 |
|
Production equipment |
|
|
1,296 |
|
|
|
917 |
|
Leasehold improvements |
|
|
2,081 |
|
|
|
2,060 |
|
Construction in progress |
|
|
80 |
|
|
|
2,848 |
|
|
|
|
|
|
|
|
Total |
|
|
32,661 |
|
|
|
31,665 |
|
Less: accumulated depreciation and amortization |
|
|
16,704 |
|
|
|
14,484 |
|
|
|
|
|
|
|
|
Net property and equipment |
|
$ |
15,957 |
|
|
$ |
17,181 |
|
|
|
|
|
|
|
|
Note 12 Assets Held for Sale
At March 31, 2008, the Company was marketing for sale real estate and related assets located in
Decatur, Texas. These assets were no longer required due to the move of FUNimations inventory to
the Companys Minnesota distribution center. The assets remaining at March 31, 2008 were no longer
being depreciated and were carried at their net book value as of the date of discontinued use as
assets held for sale on the Consolidated Balance Sheets. During fiscal 2009, the Company completed
the sale of the real estate and related assets to an unrelated party for proceeds of $1.4 million.
The Company recognized a loss of $48,000 on this transaction, net of costs paid by the purchaser at
closing.
Note 13 Capitalized Software Development Costs
The Company incurs software development costs in the publishing segment. The Company accounts
for these costs in accordance with the provisions of SFAS No. 86 Accounting for the Costs of
Computer Software to be Sold, Leased or Otherwise Marketed. Software development costs include
third-party contractor fees and overhead costs. Capitalization ceases and amortization of costs
begins when the software product is available for general release to customers. The Company tests
for possible impairment whenever events or changes in circumstances, such as a reduction in
expected cash flows, indicate that the carrying amount of the asset may not be recoverable. If
indicators exist, the Company compares the undiscounted cash flows related to the asset to the
carrying value of the asset. If the carrying value is greater than the undiscounted cash flow
amount, an impairment charge is recorded in cost of goods sold in the consolidated statement of
operations for amounts necessary to reduce the carrying value of the asset to fair value.
Unamortized software development costs were $677,000 and zero at March 31, 2009 and 2008,
respectively.
Note 14 License Fees
License fees related to the publishing segment consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
March 31, 2008 |
|
License fees |
|
$ |
39,298 |
|
|
$ |
40,110 |
|
Less: accumulated amortization |
|
|
21,570 |
|
|
|
19,595 |
|
|
|
|
|
|
|
|
Total |
|
$ |
17,728 |
|
|
$ |
20,515 |
|
|
|
|
|
|
|
|
License fees represent advance license/royalty payments made to program suppliers for
exclusive distribution rights. A program suppliers share of distribution revenues
(participation/royalty cost) is retained by the Company
80
until the share equals the license fees paid to the program supplier plus recoupable
production costs. Thereafter, any excess is paid to the program supplier.
License fees are amortized as recouped by the Company, which equals participation/royalty
costs earned by the program suppliers. Participation/royalty costs are accrued/expensed in the
same ratio that current period revenue for a title or group of titles bears to the estimated
remaining unrecognized ultimate revenue for that title, as defined by American Institute of
Certified Public Accountants Statement of Position 00-2 (SOP 00-2), Accounting by Producers or
Distributors of Films. When estimates of total revenues and costs indicate that an individual
title will result in an ultimate loss, an impairment charge is recognized to the extent that
license fees and production costs exceed estimated fair value, based on cash flows, in the period
when estimated.
The Company is no longer involved in licensing operations related to DVD video of childrens
properties at FUNimation. The Company determined that the license advances related to these
activities exceeded fair value. Accordingly, the Company recorded an impairment charge of $7.0
million against these license advances, which is included in cost of sales on the Companys
Consolidated Statement of Operations for the year ended March 31, 2009 (see further disclosure in
Note 4).
Amortization of license fees for the periods ended March 31, 2009, 2008 and 2007 was $13.4
million (which includes a $7.0 million impairment charge), $6.9 million and $7.4 million,
respectively. These amounts have been included in royalty expense in cost of sales in the
accompanying Consolidated Statements of Operations.
Note 15 Production Costs
Production costs related to the publishing segment consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
March 31, 2008 |
|
Production costs |
|
$ |
20,631 |
|
|
$ |
14,755 |
|
Less: accumulated amortization |
|
|
12,223 |
|
|
|
7,439 |
|
|
|
|
|
|
|
|
Total |
|
$ |
8,408 |
|
|
$ |
7,316 |
|
|
|
|
|
|
|
|
Production costs represent unamortized costs of films and television programs, which have been
produced by the Company or for which the Company has acquired distribution rights. Costs of
produced films and television programs include all production costs, which are expected to be
recovered from future revenues. Amortization of production costs is determined based on the ratio
that current revenue earned from the films and television programs bear to the ultimate future
revenue, as defined by SOP 00-2, Accounting by Producers or Distributors of Films.
When estimates of total revenues and costs indicate that an individual title will result in an
ultimate loss, an impairment charge is recognized to the extent that license fees and production
costs exceed estimated fair value, based on cash flows, in the period when estimated.
The Company is no longer involved in licensing operations related to DVD video of childrens
properties at FUNimation. The Company determined that the production costs related to these
activities exceeded their fair value. Accordingly, a $1.2 million impairment charge was recorded
against these production costs, which is included in cost of sales on the Companys Consolidated
Statement of Operations for the year ended March 31, 2009 (see further disclosure in Note 4).
The Company presently expects to amortize 75% of the March 31, 2009 unamortized production
costs by March 31, 2012. Amortization of production costs for the periods ended March 31, 2009,
2008 and 2007 was $4.8 million (which includes a $1.2 million impairment charge), $3.3 million and
$2.3 million, respectively. These amounts have been included in cost of sales in the accompanying
Consolidated Statements of Operations.
81
Note 16 Accrued Expenses
Accrued expenses consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
March 31, 2008 |
|
Compensation and benefits |
|
$ |
3,263 |
|
|
$ |
3,818 |
|
Royalties |
|
|
3,056 |
|
|
|
7,830 |
|
Rebates |
|
|
1,264 |
|
|
|
1,955 |
|
Deferred revenue |
|
|
303 |
|
|
|
121 |
|
Interest |
|
|
39 |
|
|
|
495 |
|
Other |
|
|
3,579 |
|
|
|
1,899 |
|
|
|
|
|
|
|
|
Total |
|
$ |
11,504 |
|
|
$ |
16,118 |
|
|
|
|
|
|
|
|
Note 17 Bank Financing and Debt
The Company amended, in its entirety, the credit agreement with GE Commercial Finance (GE)
on March 22, 2007. The credit agreement provided for a senior secured three-year $95.0 million
revolving credit facility (the GE Facility). The revolving facility is available for working
capital and general corporate needs and is subject to a borrowing base requirement. The revolving
facility is secured by a first priority security interest in all of the Companys assets, as well
as the capital stock of its subsidiary companies.
The Company entered into a term credit agreement with Monroe Capital Advisors, LLC as
administrative agent, agent and lender on March 22, 2007. The credit agreement provided for a four
year $15.0 million Term Loan facility which was to expire on March 22, 2011. The Term Loan facility
called for monthly installments of $12,500, annual excess cash flow payments and final payment of
$9.4 million on March 22, 2011. The facility was secured by a second priority security interest in
all of the assets of the Company. At March 31, 2008 the Company had $9.7 million outstanding on the
Term Loan facility. This facility was paid in full on June 12, 2008 in connection with the Third
Amendment to the GE revolving facility.
On June 12, 2008, the Company entered into a Third Amendment and Waiver to Fourth Amended and
Restated Credit Agreement (the Third Amendment) with GE which, among other things, revised the
terms of the GE Facility as follows: (i) permitted the Company to pay off the remaining $9.7
million balance of the term loan facility with Monroe; (ii) created a $6.0 million tranche of
borrowings subject to interest at the index rate plus 6.25%, or LIBOR plus 7.5%; (iii) modified the
interest rate in connection with borrowings to range from an index rate of 0.75% to 1.75%, or LIBOR
plus 2.0% to 3.0%, depending upon borrowing availability during the prior fiscal quarter; (iv)
extended the term of the GE Facility to March 22, 2012; (v) modified the prepayment penalty to 1.5%
during the first year following the date of the Third Amendment, 1% during the second year
following the date of the Third Amendment, and 0.5% during the third year following the date of the
Third Amendment; and (vi) modified certain financial covenants as of March 31, 2008.
On October 30, 2008, the Company entered into a Fourth Amendment and Waiver to Fourth Amended
and Restated Credit Agreement (the Fourth Amendment) with GE which revised the terms of the GE
Facility as follows: effective as of September 30, 2008, (i) clarified the calculation of EBITDA
under the credit agreement to indicate that it will not be impacted by any pre-tax, non-cash
charges to earnings related to goodwill impairment; and (ii) revised the definition of Index Rate
to indicate that the interest rate for non-LIBOR borrowings will not be less than the LIBOR rate
for an interest period of three months.
On February 5, 2009, the Company entered into a Fifth Amendment and Waiver to Fourth Amended
and Restated Credit Agreement (the Fifth Amendment) with GE which revised the terms of the GE
Facility as follows: effective as of December 31, 2008, (i) clarified that the calculation of
EBITDA under the credit agreement will not be impacted by certain pre-tax, non-cash restructuring
charges to earnings, or in connection with cash charges to earnings recognized in the Companys
financial results for the period ending December 31, 2008 related to a force reduction; (ii)
eliminated the $6.0 million tranche of borrowings under the credit facility; (iii) modified the
interest rate in connection with borrowings under the facility to index rate plus 5.75%, or LIBOR
plus 4.75%; (iv) altered the commitment termination date of the credit facility to June 30, 2010;
(v) eliminated the pre-payment penalty; and (vi) modified certain financial covenants as of
December 31, 2008 and thereafter. Additionally, the Fifth Amendment modified the total borrowings
available to $65.0 million. At March 31, 2009 the Company had $24.1
82
million outstanding and, based on the facilitys borrowing base and other requirements, excess
availability of $16.2 million. At March 31, 2008 $31.3 million was outstanding.
In association with the credit agreement, the Company also pays certain facility and agent
fees. Weighted average interest on the revolving facility was at 5.6% and 4.7% at March 31, 2009
and 2008, respectively and is payable monthly. Interest under the Term Loan facility was at 10.6%
at March 31, 2008.
Under the revolving facility the Company is required to meet certain financial and
non-financial covenants. The financial covenants include a variety of financial metrics that are
used to determine the Companys overall financial stability as well as limitations on its capital
expenditures, a minimum ratio of EBITDA to fixed charges, minimum EBITDA and a borrowing base
availability requirement. At March 31, 2009, the Company was in compliance with all covenants under
the revolving facility.
Long-term debt consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
March 31, 2008 |
|
Note payable |
|
$ |
|
|
|
$ |
9,744 |
|
Less: current portion |
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
|
Total long term debt |
|
$ |
|
|
|
$ |
9,594 |
|
|
|
|
|
|
|
|
Letters of Credit
The Company is party to letters of credit totaling $250,000 related to a vendor at both March
31, 2009 and 2008. In the Companys past experience, no claims have been made against these
financial instruments.
Note 18 Derivative Instruments
In March 2006, the Company entered into interest rate swap agreement, with a notational amount
of $53.0 million, to hedge the risk from floating rate long-term debt to fixed rate debt. This
contract was designed as a cash flow hedge with the fair value recorded in accumulated other
comprehensive income (loss) and as a hedge asset or liability in other long-term assets or other
long-term liabilities, as applicable. Once the forecasted transaction actually occurred, the
related fair value of the derivative hedge contract was reclassified from accumulated other
comprehensive income (loss) into earnings. Any ineffectiveness of the hedges was also recognized in
earnings as incurred. The unrecognized after-tax gain portion of the fair value of the contracts
recorded in accumulated other comprehensive income (loss) was $23,000 at March 31, 2006. This
interest rate swap was terminated in March 2007, resulting in a realized gain of $4,000 and is
reported in other income (expense) in the Consolidated Statements of Operations for the period
ended March 31, 2007. As of March 31, 2008 and 2009, the Company does not have any interest rate
swap agreements.
Note 19 Income Taxes
The income tax provision (benefit) from continuing operations is comprised of the following
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
(4,020 |
) |
|
$ |
1,610 |
|
|
$ |
3,480 |
|
Foreign |
|
|
|
|
|
|
300 |
|
|
|
|
|
State |
|
|
60 |
|
|
|
429 |
|
|
|
664 |
|
Deferred |
|
|
(10,523 |
) |
|
|
2,934 |
|
|
|
(1,550 |
) |
|
|
|
|
|
|
|
|
|
|
Tax expense (benefit) |
|
$ |
(14,483 |
) |
|
$ |
5,273 |
|
|
$ |
2,594 |
|
|
|
|
|
|
|
|
|
|
|
83
A reconciliation of income tax expense (benefit) from continuing operations to the statutory
federal rate is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Expected federal income tax at statutory rate |
|
$ |
(34,983 |
) |
|
$ |
4,315 |
|
|
$ |
2,107 |
|
State income taxes, net of federal tax effect |
|
|
(2,140 |
) |
|
|
523 |
|
|
|
419 |
|
Valuation allowance |
|
|
21,432 |
|
|
|
|
|
|
|
|
|
Warrant expense |
|
|
|
|
|
|
|
|
|
|
85 |
|
Equity compensation |
|
|
185 |
|
|
|
222 |
|
|
|
100 |
|
Uncertain tax liability |
|
|
90 |
|
|
|
97 |
|
|
|
|
|
Other |
|
|
933 |
|
|
|
116 |
|
|
|
(117 |
) |
|
|
|
|
|
|
|
|
|
|
Tax expense (benefit) |
|
$ |
(14,483 |
) |
|
$ |
5,273 |
|
|
$ |
2,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Expected federal income tax at statutory rate |
|
|
34.0 |
% |
|
|
35.0 |
% |
|
|
34.0 |
% |
State income taxes, net of federal tax effect |
|
|
2.1 |
|
|
|
4.2 |
|
|
|
6.8 |
|
Valuation allowance |
|
|
(20.8 |
) |
|
|
|
|
|
|
|
|
Warrant expense |
|
|
|
|
|
|
|
|
|
|
1.4 |
|
Equity compensation |
|
|
(.2 |
) |
|
|
1.8 |
|
|
|
1.6 |
|
Other |
|
|
(1.0 |
) |
|
|
1.8 |
|
|
|
(1.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
14.1 |
% |
|
|
42.8 |
% |
|
|
41.9 |
% |
|
|
|
|
|
|
|
|
|
|
Deferred income taxes reflect the available tax carryforwards, which begin to expire in fiscal
2029, and the net tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Companys deferred tax assets as of March 31, 2009 and 2008 are as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
Net deferred tax asset (liability) current |
|
|
|
|
|
|
|
|
Collectibility reserves |
|
$ |
7,970 |
|
|
$ |
6,886 |
|
Reserve for inventory write-off |
|
|
1,263 |
|
|
|
565 |
|
Reserve for sales discounts |
|
|
58 |
|
|
|
154 |
|
Accrued vacations |
|
|
313 |
|
|
|
381 |
|
Inventory uniform capitalization |
|
|
147 |
|
|
|
154 |
|
Incentive based deferred compensation |
|
|
776 |
|
|
|
798 |
|
Other |
|
|
226 |
|
|
|
162 |
|
Net operating loss carryforward |
|
|
3,535 |
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal deferred tax asset current |
|
|
14,288 |
|
|
|
9,100 |
|
Valuation allowance |
|
|
(8,069 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax asset current |
|
|
6,219 |
|
|
|
9,100 |
|
|
|
|
|
|
|
|
Net deferred tax asset (liability) non-current |
|
|
|
|
|
|
|
|
Incentive based deferred compensation |
|
|
|
|
|
|
1,324 |
|
Stock based compensation |
|
|
396 |
|
|
|
262 |
|
Book/tax intangibles amortization |
|
|
25,041 |
|
|
|
(3,915 |
) |
Book/tax depreciation |
|
|
(2,280 |
) |
|
|
(791 |
) |
Other |
|
|
505 |
|
|
|
14 |
|
|
|
|
|
|
|
|
Subtotal deferred tax asset (liability) non-current |
|
|
23,662 |
|
|
|
(3,106 |
) |
Valuation allowance |
|
|
(13,363 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax (liability) non-current |
|
|
10,299 |
|
|
|
(3,106 |
) |
|
|
|
|
|
|
|
Total deferred tax asset |
|
$ |
16,518 |
|
|
$ |
5,994 |
|
|
|
|
|
|
|
|
During the years ended March 31, 2009 and 2008, $1,000 and $67,000, respectively, was recorded
in common stock in accordance with SFAS 123R or APB No. 25 reflecting the tax difference relating
to employee stock option transactions.
The Company adopted the provisions of FIN 48 on April 1, 2007. The adoption of FIN 48
resulted in no impact to retained earnings for the Company. At adoption, the Company had
approximately $417,000 of gross
84
unrecognized income tax benefits (UTBs) as a result of the implementation of FIN 48 and
approximately $327,000 of UTBs, net of federal and state income tax benefits, related to various
federal and state matters, that would impact the effective tax rate if recognized. The Company
recognizes interest accrued related to UTBs in the provision for income taxes. As of April 1,
2008, interest accrued was approximately $56,000, which is net of federal and state tax benefits.
During the year ended March 31, 2009, an additional $230,000 of UTBs were accrued, which is net of
$57,000 of federal and state income tax benefits. As of March 31, 2009, interest accrued was
$127,000 and total UTBs, net of deferred federal and state income tax benefits, that would impact
the effective tax rate if recognized, was $964,000.
A reconciliation of the beginning and ending amount of unrecognized tax benefits in fiscal
2009 is as follows (in thousands):
|
|
|
|
|
Balance at April 1, 2008 |
|
$ |
880 |
|
Gross increases related to prior year tax positions |
|
|
101 |
|
Gross increases related to current year tax positions |
|
|
203 |
|
Decrease related to statue of limitations lapses |
|
|
(18 |
) |
|
|
|
|
Balance at March 31, 2009 |
|
$ |
1,166 |
|
|
|
|
|
The Companys federal income tax returns for tax years ending in 2006 through 2009 remain
subject to examination by tax authorities. The Company files in numerous state jurisdictions with
varying statues of limitations. The Companys unrecognized state tax benefits are related to state
returns that remain subject to examination by tax authorities from tax years ending in 2003 through
2009. The Company does not anticipate that the total unrecognized tax benefits will significantly
change prior to March 31, 2010.
For the years ended March 31, 2009 and 2008, the Company recorded income tax benefit from
continuing operations of $14.5 million and income tax expense from continuing operations of $5.3
million, respectively. The effective income tax rate for the year ended March 31, 2009 was 14.1%,
compared to 42.8% for the year ended March 31, 2008.
For the year ended March 31, 2009, the effective tax rate from discontinued operations was
zero compared to 3.3% for the year ended March 31, 2008. The Company reversed its $1.0 million
valuation allowance related to its capital loss carryforward during fiscal 2008. The sale of the
Companys discontinued operations resulted in a net capital gain, which allowed for the utilization
of prior capital losses. The reversal of the valuation allowance is reflected in discontinued
operations in the Consolidated Statements of Operations.
The Companys overall effective tax rate, including both continuing and discontinued
operations, was 14.1%, 35.7% and 41.5% for the years ended March 31, 2009, 2008 and 2007,
respectively. The change in the effective tax rate for the year ended March 31, 2009 is
principally attributable to the fact that the Company recorded a valuation allowance against its
deferred tax assets of $21.4 million during the year ended March 31, 2009.
Deferred tax assets are evaluated by considering historical levels of income, estimates of
future taxable income streams and the impact of tax planning strategies. A valuation allowance is
recorded to reduce deferred tax assets when it is determined that it is more likely than not, based
on the weight of available evidence, the Company would not be able to realize all or part of its
deferred tax assets. An assessment is required of all available evidence, both positive and
negative, to determine the amount of any required valuation allowance.
As a result of the current market conditions and their impact on the Companys future outlook,
management has reviewed its deferred tax assets and concluded that the uncertainties related to the
realization of some of its assets, have become unfavorable. As of March 31, 2009, the Company had a
net deferred tax asset position before valuation allowance of $37.9 million which is composed of
temporary differences, primarily related to the book write-off of certain intangibles, and net
operating loss carryforwards, which will begin to expire in fiscal 2029. Management has considered
the positive and negative evidence for the potential utilization of the net deferred tax asset and
has concluded that it is more likely than not that the Company will not realize the full amount of
net deferred tax assets. Accordingly, a valuation allowance for a portion of the net deferred tax
assets has been recorded.
85
The Company recorded a deferred tax asset valuation allowance during fiscal 2009 of $21.4
million, which is included in income tax expense for the year ended March 31, 2009. The Company
carried no valuation allowance against these deferred tax assets at March 31, 2008.
Note 20 Shareholders Equity
The Companys Article of Incorporation authorize 10,000,000 shares of preferred stock, no par
value. No preferred shares are issued or outstanding.
The Company did not repurchase any shares during the fiscal years ended March 31, 2009 and
2008.
Note 21 Private Placement Warrants
As of March 31, 2009 and 2008, the Company had 1,596,001 warrants outstanding. All of these
warrants were issued in connection with a private placement completed March 21, 2006, and include
warrants to purchase 171,000 shares issued by the Company to its agent in the private placement.
The warrants have a term of five years, are exercisable at $4.50 per share, and provide the
investors the option to require the Company to repurchase the warrants for a purchase price,
payable in cash within five (5) business days after such request, equal to the Black-Scholes value
of any unexercised warrant shares, but only if, while the warrants are outstanding, the Company
initiates the following change in control transactions: (i) the Company effects any merger or
consolidation, (ii) the Company effects any sale of all or substantially all of its assets, (iii)
any tender offer or exchange offer is completed whereby holders of the Companys common stock are
permitted to tender or exchange their shares for other securities, cash or property, or (iv) the
Company effects any reclassification of the Companys common stock whereby it is effectively
converted into or exchanged for other securities, cash or property. In addition, the Company has
the right to require exercise of the warrants if, among other things, the volume weighted average
price of the Companys common stock exceeds $8.50 per share for each of 30 consecutive trading
days.
Note 22 Share-Based Compensation
The Company has two equity compensation plans: the Navarre Corporation 1992 Stock Option Plan
and the Navarre Corporation 2004 Stock Plan (collectively, the Plans). The 1992 Plan expired on
July 1, 2006, and no further grants are allowed under this Plan, however, there are outstanding
options remaining under this Plan. The 2004 Plan provides for equity awards, including stock
options, restricted stock and restricted stock units. Eligible participants under the Plans are
all employees (including officers and directors), non-employee directors, consultants and
independent contractors.
The Company recognizes share-based compensation expense under the modified prospective method
provided for under SFAS 123R. In fiscal year 2007, compensation costs were recognized for all
share-based payments granted prior to, but not yet vested as of March 31, 2006, based on the
grant-date fair value estimated in accordance with the provisions of SFAS 123R. For all
share-based payments granted subsequent to March 31, 2006, compensation costs are recognized based
on the grant-date fair value estimated in accordance with the provisions of SFAS 123R.
Equity Compensation Plans
The Company currently grants stock options, restricted stock and restricted stock units under
equity compensation plans.
The Company adopted the 1992 Stock Option Plan and 2004 Stock Plan to attract and retain
persons to perform services for the Company by providing an incentive to these persons through
equity participation in the Company and by rewarding such persons who contribute to the achievement
of the Companys economic objectives. Eligible recipients are all employees including, without
limitation, officers and directors who are also employees as well as non-employee directors,
consultants and independent contractors or employees of any of the Companys subsidiaries. A
maximum number of 5.2 million shares and 4.0 million shares, respectively, of common stock have
been authorized and reserved for issuance under the Plans. The number of shares authorized may also
be increased from time to time by approval of the Board of Directors and the shareholders. The 1992
Stock Option Plan terminated in July 2006 and the 2004 Stock Plan terminates in September 2014.
There are 1,334,672 shares remaining for grant under the 2004 Stock Plan at March 31, 2009.
86
The Company is authorized to grant, among other equity instruments, stock options and
restricted stock grants under the 2004 Stock Plan. Stock options have a maximum term fixed by the
Compensation Committee of the Board of Directors, not to exceed 10 years from the date of grant.
Stock options become exercisable during their terms in the manner determined by the Compensation
Committee of the Board of Directors. Vesting for performance-based stock awards is subject to the
performance criteria being achieved.
On April 1 of each year, each director who is not an employee of the Company is granted an
option to purchase 6,000 shares of common stock under the 2004 Stock Plan, with an exercise price
equal to fair market value. These options are designated as non-qualified stock options. Each
option granted prior to September 15, 2005, vests in five annual increments of 20% of the original
option grant beginning one year from the date of grant and expires on the earlier of (i) six years
from the date of the grant, and (ii) one year after the person ceases to serve as a director. Each
option granted on or after September 15, 2005, vests in three annual increments of 33 1/3% of the
original option grant beginning one year from the date of grant, expires on the earlier of (i) ten
years from the date of grant, and (ii) one year after the person ceases to serve as a director, and
provides for the acceleration of vesting if the person ceases to serve as a director as a result of
the Companys mandatory director retirement policy.
The Company is entitled to (a) withhold and deduct from future wages of the participant (or
from other amounts that may be due and owing to the participant from the Company), or make other
arrangements for the collection of all legally required amounts necessary to satisfy any and all
federal, state and local withholding and employment-related tax requirements (i) attributable to
the grant or exercise of an option or a restricted stock award or to a disqualifying disposition of
stock received upon exercise of an incentive stock option, or (ii) otherwise incurred with respect
to an option or a restricted stock award, or (iii) require the participant promptly to remit the
amount of such withholding to the Company before taking any action with respect to an option or a
restricted stock award.
Restricted stock awards are non-vested stock awards that may include grants of restricted
stock or restricted stock units. Restricted stock awards are independent of option grants and are
generally subject to forfeiture if employment terminates prior to the release of the restrictions.
Such awards vest as determined by the Compensation Committee of the Board of Directors, depending
on the grant. Prior to vesting, ownership of the shares cannot be transferred. The Company
expenses the cost of the restricted stock awards, which is the grant date fair value, ratably over
the period during which the restrictions lapse. The grant date fair value is the Companys opening
stock price on the date of grant.
Stock Options
Option activity for the Plans for the years ended March 31, 2009, 2008 and 2007 are summarized
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended |
|
|
Fiscal year ended |
|
|
Fiscal year ended |
|
|
|
March 31, 2009 |
|
|
March 31, 2008 |
|
|
March 31, 2007 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
average |
|
|
|
|
|
|
average |
|
|
|
Number of |
|
|
exercise |
|
|
Number of |
|
|
exercise |
|
|
Number of |
|
|
exercise |
|
|
|
options |
|
|
price |
|
|
options |
|
|
price |
|
|
options |
|
|
price |
|
Options outstanding, beginning of
period: |
|
|
3,132,499 |
|
|
$ |
6.78 |
|
|
|
3,601,700 |
|
|
$ |
6.92 |
|
|
|
3,341,100 |
|
|
$ |
7.17 |
|
Granted |
|
|
782,500 |
|
|
|
0.83 |
|
|
|
429,000 |
|
|
|
2.68 |
|
|
|
842,000 |
|
|
|
4.79 |
|
Exercised |
|
|
(9,600 |
) |
|
|
1.26 |
|
|
|
(237,448 |
) |
|
|
1.48 |
|
|
|
(301,200 |
) |
|
|
1.55 |
|
Canceled |
|
|
(739,871 |
) |
|
|
4.65 |
|
|
|
(660,753 |
) |
|
|
6.77 |
|
|
|
(280,200 |
) |
|
|
9.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding, end of period |
|
|
3,165,528 |
|
|
|
5.74 |
|
|
|
3,132,499 |
|
|
|
6.78 |
|
|
|
3,601,700 |
|
|
|
6.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable, end of period |
|
|
2,071,203 |
|
|
$ |
7.79 |
|
|
|
2,296,565 |
|
|
$ |
7.89 |
|
|
|
2,634,933 |
|
|
$ |
7.86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares available for future
grant, end of period |
|
|
1,334,672 |
|
|
|
|
|
|
|
1,827,501 |
|
|
|
|
|
|
|
461,000 |
|
|
|
|
|
The weighted average remaining contractual term for options outstanding was 6.4 years and
exercisable was 5.0 years at March 31, 2009
The total intrinsic value of stock options exercised during the year ended March 31, 2009 was
$5,000. The aggregate intrinsic value represents the total pre-tax intrinsic value, based on the
Companys closing stock price of
87
$0.44 as of March 31, 2009, which theoretically could have been received by the option holders
had all option holders exercised their options as of that date. The aggregate intrinsic value for
both options outstanding and exercisable at March 31, 2009 was zero. There were no in-the-money
options exercisable as of March 31, 2009.
As of March 31, 2009, total compensation cost related to non-vested stock options not yet
recognized was $817,000, which is expected to be recognized over the next 1.14 years on a
weighted-average basis.
During the years ended March 31, 2009, 2008 and 2007, the Company received cash from the
exercise of stock options totaling $12,000, $190,000 and $466,000, respectively. There was no
excess tax benefit recorded for the tax deductions related to stock options during the year ended
March 31, 2009.
Restricted Stock
Restricted stock granted to employees typically has a vesting period of three years and
expense is recognized on a straight-line basis over the vesting period, or when the performance
criteria have been met. The value of the restricted stock is established by the market price on
the date of the grant or if based on performance criteria, on the date it is determined the
performance criteria will be met. Restricted stock awards vesting is based on service criteria or
achievement of performance targets. All restricted stock awards are settled in shares of common
stock.
A summary of the Companys restricted stock activity for the years ended March 31, 2009, 2008
and 2007 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended |
|
|
Fiscal year ended |
|
|
Fiscal year ended |
|
|
|
March 31, 2009 |
|
|
March 31, 2008 |
|
|
March 31, 2007 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
average |
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
grant date |
|
|
|
|
|
|
grant date |
|
|
|
|
|
|
grant date |
|
|
|
Shares |
|
|
fair value |
|
|
Shares |
|
|
fair value |
|
|
Shares |
|
|
fair value |
|
Unvested, beginning of period: |
|
|
171,917 |
|
|
$ |
3.02 |
|
|
|
120,000 |
|
|
$ |
4.68 |
|
|
|
|
|
|
$ |
|
|
Granted |
|
|
390,250 |
|
|
|
0.69 |
|
|
|
131,000 |
|
|
|
2.41 |
|
|
|
151,000 |
|
|
|
4.60 |
|
Vested |
|
|
(63,932 |
) |
|
|
3.23 |
|
|
|
(73,333 |
) |
|
|
4.41 |
|
|
|
(6,000 |
) |
|
|
4.29 |
|
Forfeited |
|
|
(53,080 |
) |
|
|
1.11 |
|
|
|
(5,750 |
) |
|
|
2.41 |
|
|
|
(25,000 |
) |
|
|
4.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested, end of period |
|
|
445,155 |
|
|
$ |
1.18 |
|
|
|
171,917 |
|
|
$ |
3.02 |
|
|
|
120,000 |
|
|
$ |
4.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average remaining contractual term for restricted stock awards outstanding at
March 31, 2009 was 9.4 years.
The total fair value of shares vested during the years ended March 31, 2009, 2008 and 2007 was
approximately $52,000, $271,000 and $26,000, respectively.
As of March 31, 2009, total compensation cost related to non-vested restricted stock awards
not yet recognized was $418,000 which is expected to be recognized over the next 1.40 years on a
weighted-average basis. There was no excess tax benefit recorded for the tax deductions related to
restricted stock during the year ended March 31, 2009.
Restricted Stock Units Performance Based
On April 1, 2006, the Company awarded restricted stock units to certain key employees.
Receipt of the stock units was contingent upon the Company meeting Total Shareholder Return (TSR)
targets relative to an external market condition and meeting the service condition. The restricted
stock units calculated estimated fair value was based upon the closing market price on the last
trading day preceding the date of award and is charged to earnings on a straight-line basis over
the three year period. After vesting, the restricted stock units were to be settled by the issuance
of Company common stock certificates in exchange for the restricted stock units. Each participant
was granted a base number of units. The units, as determined at the end of the performance year
(fiscal 2007), were to be issued at the end of the third year (fiscal 2009) if the Companys
average TSR target is achieved for the fiscal period 2007 through 2009. The total number of base
units granted for fiscal 2007 was 66,000. The amount recorded for the years ended March 31, 2009,
2008 and 2007 was a $21,000 recovery, $113,000 expense and $113,000 expense, respectively, based
upon the number of units granted. During fiscal 2009, the Company adjusted the forfeiture rate and
reduced stock based compensation expense by $134,000 based on actual terminations of recipients.
The
88
Company did not achieve the TSR target at March 31, 2009, and therefore zero shares were
issued and all restricted stock units were forfeited in accordance with this plan.
Share-Based Compensation Valuation and Expense Information
The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value
of an option award. The fair value of options granted during the years ended March 31, 2009, 2008
and 2007 were calculated using the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year |
|
Fiscal Year |
|
Fiscal Year |
|
|
Ended |
|
Ended |
|
Ended |
|
|
March 31, |
|
March 31, |
|
March 31, |
|
|
2009 |
|
2008 |
|
2007 |
Expected life (in years)
|
|
|
5.0 |
|
|
|
5.0 |
|
|
|
5.0 |
|
Expected volatility
|
|
|
66 |
% |
|
|
67 |
% |
|
|
69 |
% |
Risk-free interest rate
|
|
|
2.512.87 |
% |
|
|
2.535.02 |
% |
|
|
4.455.19 |
% |
Expected dividend yield
|
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
Expected life uses historical employee exercise and option expiration data to estimate the
expected life assumption for the Black-Scholes grant-date valuation. The Company believes that
this historical data is currently the best estimate of the expected term of a new option. The
Company uses a weighted-average expected life for all awards and has identified one employee
population. Expected volatility uses the Company stocks historical volatility for the same period
of time as the expected life. The Company has no reason to believe that its future volatility will
differ from the past. The risk-free interest rate is based on the U.S. Treasury rate in effect at
the time of the grant for the same period of time as the expected life. Expected dividend yield is
zero, as the Company historically has not paid dividends.
Share-based compensation expense related to employee stock options, restricted stock and
restricted stock units, net of estimated forfeitures for the years ended March 31, 2009, 2008 and
2007 was $1.0 million, $1.1 million and $910,000, respectively, and was included in general and
administrative expenses in the Consolidated Statements of Operations. No amount of share-based
compensation was capitalized.
Note 23 401(k) Plan
The Company has a defined contribution 401(k) profit-sharing plan (the plan) for eligible
employees which is qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986,
as amended. The plan covers substantially all full-time employees. Employees are entitled to make
tax deferred contributions of up to 100% of their eligible compensation, subject to annual IRS
limitations. The Company matches 50% of employees contributions up to the first 4% of their base
pay, annually. The Companys contributions charged to expense were $324,000, $450,000 and $445,000
for the years ended March 31, 2009, 2008, and 2007, respectively. The Companys matching
contributions vest over three years.
Note 24 Commitments and Contingencies
Leases
The Company leases substantially all of its office, warehouse and distribution facilities. The
terms of the lease agreements generally range from 2 to 15 years. The leases require payment of
real estate taxes and operating costs in addition to rent. Total rent expense was $2.9 million,
$3.6 million and $3.2 million for the years ended March 31, 2009, 2008 and 2007, respectively.
89
The following is a schedule of future minimum rental payments required under noncancelable
operating leases as of March 31, 2009 (in thousands):
|
|
|
|
|
2010 |
|
$ |
2,868 |
|
2011 |
|
|
2,519 |
|
2012 |
|
|
2,534 |
|
2013 |
|
|
2,568 |
|
2014 |
|
|
2,619 |
|
Thereafter |
|
|
11,170 |
|
|
|
|
|
|
|
$ |
24,278 |
|
|
|
|
|
Litigation and Proceedings
In the normal course of business, the Company is involved in a number of
litigation/arbitration and administrative/regulatory matters that, other than the matters described
immediately below, are incidental to the operation of the Companys business. These proceedings
generally include, among other things, various matters with regard to products distributed by the
Company and the collection of accounts receivable owed to the Company. The Company does not
currently believe that the resolution of any of those pending matters will have a material adverse
effect on the Companys financial position or liquidity, but an adverse decision in more than one
of these matters could be material to the Companys consolidated results of operations. Because of
the preliminary status of the Companys various legal proceedings, as well as the contingencies and
uncertainties associated with these types of matters, it is difficult, if not impossible, to
predict the exposure to the Company, if any.
SEC Investigation
On February 17, 2006, the Company received an inquiry from the Division of Enforcement of the
Securities and Exchange Commission (the SEC) requesting certain documents and information
relating to the Companys restatements of previously-issued financial statements, certain
write-offs, reserve methodologies, and revenue recognition practices. In connection with this
formal non-public investigation, the Company has cooperated fully with the SECs requests.
Note 25 Capital Leases
The Company leases certain equipment under noncancelable capital leases. At March 31, 2009 and
2008, leased capital assets included in property and equipment were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
March 31, 2008 |
|
Computer and office equipment |
|
$ |
314 |
|
|
$ |
487 |
|
Less: accumulated amortization |
|
|
113 |
|
|
|
392 |
|
|
|
|
|
|
|
|
Net property and equipment |
|
$ |
201 |
|
|
$ |
95 |
|
|
|
|
|
|
|
|
Amortization
expense for the periods ended March 31, 2009, 2008 and 2007 was
$100,000, $132,000 and $161,000, respectively. Future minimum lease payments, excluding additional costs such as real estate taxes, insurance
and maintenance expense payable by the Company under these agreements, by year and in the aggregate
are as follows (in thousands):
|
|
|
|
|
|
|
Minimum Lease |
|
|
|
Commitments |
|
Year ending March 31: |
|
|
|
|
2010 |
|
$ |
106 |
|
2011 |
|
|
55 |
|
2012 |
|
|
47 |
|
2013 |
|
|
23 |
|
|
|
|
|
Total minimum lease payments |
|
$ |
231 |
|
Less: amounts representing interest at rates ranging from 6.9% to 31.6% |
|
|
26 |
|
|
|
|
|
Present value of minimum capital lease payments |
|
$ |
205 |
|
Less: current installments |
|
|
90 |
|
|
|
|
|
Obligations under capital lease, less current installments |
|
$ |
115 |
|
|
|
|
|
90
Note 26 Related Party Transactions
Employment/Severance Agreements
The Company entered into an employment agreement with its former Chief Executive Officer
(CEO) in 2001, which expired on March 31, 2007. Pursuant to the deferred compensation portion of
this agreement, the Company agreed to pay over three years, beginning April 1, 2008, approximately
$2.4 million plus interest at approximately 8% per annum. The Company expensed $307,000, $478,000
and $1.1 million for this obligation during each of the years ended March 31, 2009, 2008 and 2007,
respectively. At March 31, 2009 and 2008, outstanding balances due under this arrangement were
$815,000 and $1.6 million, respectively, which amounts have been fully accrued.
The employment agreement also contained a deferred compensation component that was earned by
the former CEO upon the stock price achieving certain targets, which may be forfeited in the event
that he does not comply with certain non-compete obligations. In April 2007, the Company deposited
$4.0 million into a Rabbi trust, under the required terms of the agreement. Beginning April 1,
2008, the Company pays annually $1.3 million, plus interest at 8%, for three years. At March 31,
2009 and 2008, outstanding balances due under this arrangement were $1.3 million and $4.0 million,
respectively, which amounts have been fully accrued.
The Company entered into a separation agreement with a former Chief Financial Officer (CFO)
in fiscal 2004. The Company was required to pay approximately $597,000 over a period of four years
beginning May 2004. The continued payout is contingent upon the individual complying with a
non-compete agreement. This amount was accrued and expensed in fiscal year 2005. The Company paid
$22,000, $134,000 and $134,000 during the years ended March 31, 2009, 2008 and 2007, respectively
and accrued zero and $22,000 at March 31, 2009 and 2008, respectively. The Company has no further
obligation under this agreement as of March 31, 2009.
The Company entered into a separation agreement with a former Chief Operating Officer (COO)
in fiscal 2009. The Company was required to pay approximately $390,000 under this agreement. This
amount was accrued and expensed during the year ended March 31, 2009.
Employment Agreement FUNimation
In connection with the FUNimation acquisition, the Company entered into an employment
agreement with a key FUNimation employee providing for his employment as President and Chief
Executive Officer of FUNimation Productions, Ltd. (the FUNimation CEO). Among other items, the
agreement provides the FUNimation CEO with the ability to earn two performance-based bonuses in the
event that certain financial targets are met by the FUNimation business during the fiscal years
ending March 31, 2006-2010. If the total earnings before interest and tax (EBIT) of the
FUNimation business is in excess of $60.0 million during the period consisting of the fiscal years
ending March 31, 2009 and 2010, the FUNimation CEO is entitled to receive a bonus payment in an
amount equal to 5% of the EBIT that exceeds $60.0 million; however, this bonus payment shall not
exceed $4.0 million. No amounts have been expensed or paid under this agreement as the targets
have not been achieved.
Note 27 Major Customers
The Company has two major customers who accounted for 51% of net sales for fiscal 2009, of
which each customer accounts for over 10% of net sales. These customers accounted for 44% of net
sales for fiscal 2008 and 34% of net sales in fiscal 2007.
Note 28 Business Segments
The Company identifies its segments based on its organizational structure, which is primarily
by business activity. Operating profit represents earnings before interest expense, interest
income, income taxes and allocations of corporate costs to the respective divisions. Intercompany
sales are made at market prices. The Companys corporate office maintains a majority of the
Companys cash under its cash management policy.
91
Navarre operates two business segments: publishing and distribution.
Through the publishing segment the Company owns or licenses various PC software and DVD video
titles, and other related merchandising and broadcasting rights. The publishing segment packages,
brands, markets and sells directly to retailers, third party distributors, and the Companys
distribution segment.
Through the distribution segment, the Company distributes and provides fulfillment services in
connection with a variety of finished goods that are provided by our vendors, which include PC
software, DVD video, video games and accessories and independent music labels (through May 2007).
These vendors provide the Company with products, which are in turn distributed to retail customers.
The distribution business focuses on providing vendors and retailers with a range of value-added
services, including vendor-managed inventory, Internet-based ordering, electronic data interchange
services, fulfillment services and retailer-oriented marketing services.
The following table provides information by business segment for the years ended March 31,
2009, 2008 and 2007 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Publishing |
|
Distribution |
|
Eliminations |
|
Consolidated |
Fiscal Year 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
102,828 |
|
|
$ |
592,893 |
|
|
$ |
(64,730 |
) |
|
$ |
630,991 |
|
Income (loss) from continuing operations |
|
|
(98,261 |
) |
|
|
1,143 |
|
|
|
|
|
|
|
(97,118 |
) |
Income (loss) from continuing operations
before income taxes |
|
|
(102,433 |
) |
|
|
(484 |
) |
|
|
|
|
|
|
(102,917 |
) |
Depreciation and amortization expense |
|
|
6,912 |
|
|
|
4,060 |
|
|
|
|
|
|
|
10,972 |
|
Restructuring, impairment and other charges |
|
|
110,511 |
|
|
|
591 |
|
|
|
|
|
|
|
111,102 |
|
Capital expenditures |
|
|
584 |
|
|
|
2,960 |
|
|
|
|
|
|
|
3,544 |
|
Total assets |
|
|
50,204 |
|
|
|
131,401 |
|
|
|
1,564 |
|
|
|
183,169 |
|
|
|
|
Publishing |
|
Distribution |
|
Eliminations |
|
Consolidated |
Fiscal Year 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
117,423 |
|
|
$ |
611,007 |
|
|
$ |
(69,958 |
) |
|
$ |
658,472 |
|
Income from continuing operations |
|
|
12,693 |
|
|
|
5,138 |
|
|
|
|
|
|
|
17,831 |
|
Income from continuing operations before
income taxes |
|
|
8,449 |
|
|
|
3,880 |
|
|
|
|
|
|
|
12,329 |
|
Depreciation and amortization expense |
|
|
6,307 |
|
|
|
3,280 |
|
|
|
|
|
|
|
9,587 |
|
Restructuring, impairment and other charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
1,100 |
|
|
|
7,462 |
|
|
|
|
|
|
|
8,562 |
|
Total assets |
|
|
176,907 |
|
|
|
221,912 |
|
|
|
(115,357 |
) |
|
|
283,462 |
|
|
|
|
Publishing |
|
Distribution |
|
Eliminations |
|
Consolidated |
Fiscal Year 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
126,651 |
|
|
$ |
587,881 |
|
|
$ |
(69,742 |
) |
|
$ |
644,790 |
|
Income from continuing operations |
|
|
10,089 |
|
|
|
6,273 |
|
|
|
|
|
|
|
16,362 |
|
Income (loss) from continuing operations
before income taxes |
|
|
10,517 |
|
|
|
(4,319 |
) |
|
|
|
|
|
|
6,198 |
|
Depreciation and amortization expense |
|
|
8,342 |
|
|
|
2,616 |
|
|
|
|
|
|
|
10,958 |
|
Restructuring, impairment and other charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
498 |
|
|
|
6,555 |
|
|
|
|
|
|
|
7,053 |
|
Total assets |
|
|
155,742 |
|
|
|
235,623 |
|
|
|
(103,140 |
) |
|
|
288,225 |
|
92
Note 29 Quarterly Data Seasonality (Unaudited)
The Companys quarterly operating results fluctuate significantly and will likely do so in the
future as a result of seasonal variations of products ultimately sold at retail. The Companys
business is affected by the pattern of seasonality common to other suppliers of retailers,
particularly the holiday selling season. Historically, more than 30% of the Companys sales and
substantial portions of the Companys profits have been earned in the third fiscal quarter.
The 2008 holiday season was disappointing to most retailers and distributors as consumers
remained cautious about discretionary spending. As a result, several of our customers have
recently experienced significant financial difficulty, with one major customer filing for
bankruptcy and subsequently deciding to liquidate. Consequently, our financial results have been
negatively impacted by the downtown in the economy, particularly during the third quarter of fiscal
2009.
The following table sets forth certain unaudited quarterly historical financial data of the
Companys operations on a consolidated basis for each of the four quarters in the periods ended
March 31, 2009 and March 31, 2008 (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
June 30 |
|
|
September 30 |
|
|
December 31 |
|
|
March 31 |
|
Fiscal Year 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
142,025 |
|
|
$ |
170,296 |
|
|
$ |
171,580 |
|
|
$ |
147,090 |
|
Gross profit (loss) |
|
|
22,126 |
|
|
|
24,230 |
|
|
|
(1,154 |
) |
|
|
21,845 |
|
Income (loss) from operations |
|
|
2,753 |
|
|
|
(70,191 |
) |
|
|
(31,965 |
) |
|
|
2,285 |
|
Net income (loss) from continuing operations |
|
|
627 |
|
|
|
(44,508 |
) |
|
|
(47,724 |
) |
|
|
3,171 |
|
Discontinued operations, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on sale of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
627 |
|
|
$ |
(44,508 |
) |
|
$ |
(47,724 |
) |
|
$ |
3,171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.02 |
|
|
$ |
(1.23 |
) |
|
$ |
(1.32 |
) |
|
$ |
0.09 |
|
Discontinued operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
0.02 |
|
|
$ |
(1.23 |
) |
|
$ |
(1.32 |
) |
|
$ |
0.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.02 |
|
|
$ |
(1.23 |
) |
|
$ |
(1.32 |
) |
|
$ |
0.09 |
|
Discontinued operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
0.02 |
|
|
$ |
(1.23 |
) |
|
$ |
(1.32 |
) |
|
$ |
0.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring, impairment and other charges |
|
|
|
|
|
|
73,412 |
|
|
|
34,582 |
|
|
|
3,108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
June 30 |
|
|
September 30 |
|
|
December 31 |
|
|
March 31 |
|
Fiscal Year 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
137,022 |
|
|
$ |
143,715 |
|
|
$ |
217,547 |
|
|
$ |
160,188 |
|
Gross profit |
|
|
23,983 |
|
|
|
22,061 |
|
|
|
31,634 |
|
|
|
23,881 |
|
Income (loss) from operations |
|
|
4,603 |
|
|
|
1,625 |
|
|
|
8,622 |
|
|
|
2,981 |
|
Net income from continuing operations |
|
|
1,906 |
|
|
|
222 |
|
|
|
4,009 |
|
|
|
919 |
|
Discontinued operations, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on sale of discontinued operations |
|
|
4,647 |
|
|
|
(3 |
) |
|
|
70 |
|
|
|
178 |
|
Loss from discontinued operations |
|
|
(1,109 |
) |
|
|
(594 |
) |
|
|
(176 |
) |
|
|
(411 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
5,444 |
|
|
$ |
(375 |
) |
|
$ |
3,903 |
|
|
$ |
686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.05 |
|
|
$ |
0.01 |
|
|
$ |
0.11 |
|
|
$ |
0.03 |
|
Discontinued operations |
|
$ |
0.10 |
|
|
$ |
(0.02 |
) |
|
$ |
|
|
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
0.15 |
|
|
$ |
(0.01 |
) |
|
$ |
0.11 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.05 |
|
|
$ |
0.01 |
|
|
$ |
0.11 |
|
|
$ |
0.03 |
|
Discontinued operations |
|
$ |
0.10 |
|
|
$ |
(0.02 |
) |
|
$ |
|
|
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
0.15 |
|
|
$ |
(0.01 |
) |
|
$ |
0.11 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring, impairment and other charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93
Navarre Corporation
Schedule II Valuation and Qualifying Accounts and Reserves
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
Charged to |
|
|
|
|
|
|
Balance at |
|
|
|
Beginning |
|
|
Costs and |
|
|
Additions/ |
|
|
End of |
|
Description |
|
of Period |
|
|
Expenses |
|
|
(Deductions) |
|
|
Period |
|
Year ended March 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deducted from asset accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
1,332 |
|
|
$ |
742 |
|
|
$ |
(345 |
) |
|
$ |
1,729 |
|
Allowance for sales returns |
|
|
9,350 |
|
|
|
14,177 |
|
|
|
(11,560 |
) |
|
|
11,967 |
|
Allowance for MDF and sales discounts |
|
|
4,736 |
|
|
|
16,417 |
|
|
|
(15,839 |
) |
|
|
5,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
15,418 |
|
|
$ |
31,336 |
|
|
$ |
(27,744 |
) |
|
$ |
19,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deducted from asset accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
1,036 |
|
|
$ |
32 |
|
|
$ |
264 |
|
|
$ |
1,332 |
|
Allowance for sales returns |
|
|
11,983 |
|
|
|
10,373 |
|
|
|
(13,006 |
) |
|
|
9,350 |
|
Allowance for MDF and sales discounts |
|
|
5,265 |
|
|
|
17,721 |
|
|
|
(18,250 |
) |
|
|
4,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
18,284 |
|
|
$ |
28,126 |
|
|
$ |
(30,992 |
) |
|
$ |
15,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deducted from asset accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
1,532 |
|
|
$ |
3,761 |
|
|
$ |
(4,257 |
) |
|
$ |
1,036 |
|
Allowance for sales returns |
|
|
12,163 |
|
|
|
14,669 |
|
|
|
(14,849 |
) |
|
|
11,983 |
|
Allowance for MDF and sales discounts |
|
|
4,736 |
|
|
|
20,533 |
|
|
|
(20,004 |
) |
|
|
5,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
18,431 |
|
|
$ |
38,963 |
|
|
$ |
(39,110 |
) |
|
$ |
18,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94