-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ndk7H/deYLc7Q2ZkXiS+2/SozWo0pk3fLfaFyF9ELLrgyuulNH0YA6p9eKyhbx3S xd4MtH3eRON0HeQs0bhhyg== 0001116502-04-001689.txt : 20040630 0001116502-04-001689.hdr.sgml : 20040630 20040630130408 ACCESSION NUMBER: 0001116502-04-001689 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040630 EFFECTIVENESS DATE: 20040630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINGING MACHINE CO INC CENTRAL INDEX KEY: 0000923601 STANDARD INDUSTRIAL CLASSIFICATION: PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652] IRS NUMBER: 953795478 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24968 FILM NUMBER: 04890756 BUSINESS ADDRESS: STREET 1: 6601 LYONS ROAD STREET 2: BLDG A-7 CITY: COCONUT CREEK STATE: FL ZIP: 33073 BUSINESS PHONE: 9545961000 MAIL ADDRESS: STREET 1: 6601 LYONS ROAD BLDG CITY: COCONUT CREEK STATE: FL ZIP: 33073 NT 10-K 1 nt10ksinging.txt LATE FILING SECURITIES AND EKCEANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 1-1927 (CHECK ONE) [X] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR For period ended March 31, 2004 -------------- [ ] Transition Report on Form 10-K and Form 10-KSB [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form l0-Q and Form 10-QSB [ ] Transition Report on Form N-SAR For the transition period ended -----------------------------------------------. Read Attached Instruction Sheet Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein: If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: ================================================================================ PART I REGISTRANT INFORMATION Full name of registrant The Singing Machine Company, Inc. ----------------------------------------------- Former name if applicable ----------------------------------------------- Address of principal executive office (Street and number) 6601 Lyons Road, Bldg, A-7 ---------------------- City, state and zip code Coconut Creek, FL 33073 ------------------------------------------------------- PART II RULE 12B-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (check box if appropriate.) X(a) The reasons described in reasonable detail in Part III o(pound) this form could not be eliminated without unreasonable effort or expense; X(b) The subject annual report, semi-annual report, transition report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III NARRATIVE State below in reasonable detail the reasons why Form 10-K, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.) The Registrant is unable to file its Annual Report on Form 10-K within the required time period because there have been significant changes in accounting personnel at the Registrant during the last 3 months. The Registrant hired a new Chief Financial Officer, effective as of April 9, 2004 and a new controller joined effective as of April 14, 2004. The new accounting team needs additional time to review and finalize the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2004 so as to ensure completeness and accuracy. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification. Jeff Barocas, Chief Financial Officer 954 596-1000 ext. 16 - -------------------------------------------------------------------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot he made. The Registrant anticipates significant changes in its results of operations for the year ended March 31, 2004("fiscal 2004") compared to the year ended March 31, 2003 ("fiscal 2003"). The Registrant expects to incur a net loss of $22.7 million, or $2.65 per share, on revenues of $70.5 million in fiscal 2004 compared to net income of $1.2 million, or $0.14 per diluted share on revenues of $95 million in fiscal 2003. The Registrant's gross profit decreased to $1.9 million, or 2.7% of total revenues in fiscal 2004 compared to gross profit of $23.2 million or 24.4% of total revenues in fiscal 2003. The decrease in gross profit was primarily due to a number of factors, including but not limited to (i) sales made at lower prices to generate cash for operations and (ii) write-down of inventory. The Registrant has attached as Exhibit A preliminary and unaudited consolidated financial statements for the fiscal year ended March 31, 2004. The Registrant expects to complete the Form 10-K and to file it within the extension period allowed. The Singing Machine Company, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: June 30, 2004 By: /s/Jeff Barocas ----------------------------- Jeff Barocas Chief Financial Officer EXHIBIT A THE SINGING MACHINE COMPANY, INC. AND SUBSIDIARY PRELIMINARY AND UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS March 31, March 31, March 31, 2004 2003 2002 ------------ ------------ ------------- (unaudited) (audited) (as restated) Net sales $ 70,541,128 $ 95,613,766 $ 62,475,753 Cost of sales: Cost of goods sold 68,279,589 72,329,035 40,852,840 Impairment of tooling 442,989 -- -- ------------ ------------ ------------ Gross profit 1,818,550 23,284,731 21,622,913 Operating expenses: Advertising 2,340,439 5,032,367 2,377,638 Commissions 1,024,883 997,529 1,294,543 Compensation 5,048,831 3,637,559 2,486,547 Freight & handling 1,423,082 2,112,435 1,242,910 Royalty expense 2,294,727 2,257,653 1,862,116 Selling, general & administrative expenses 9,881,887 7,632,957 4,123,779 ------------ ------------ ------------ Total operating expenses 22,013,849 21,670,501 13,387,533 ------------ ------------ ------------ (Loss) income from operations (20,195,299) 1,614,230 8,235,380 Other income (expenses): Other income 22,116 196,537 44,368 Interest expense (1,752,952) (406,126) (112,123) Interest income 1,216 11,943 16,934 ------------ ------------ ------------ Net other expenses (1,729,620) (197,646) (50,821) ------------ ------------ ------------ (Loss) income before provision for income taxes (21,924,919) 1,416,584 8,184,559 Provision for income taxes 758,505 198,772 1,895,494 ------------ ------------ ------------ Net (loss) income $(22,683,424) $ 1,217,812 $ 6,289,065 ============ ============ ============ (Loss) earnings per common share: Basic $ (2.65) $ 0.15 $ 0.88 Diluted $ (2.65) $ 0.14 $ 0.79 Weighted average common and common equivalent shares: Basic 8,566,116 8,114,330 7,159,142 Diluted 8,566,116 8,931,385 7,943,473 THE SINGING MACHINE COMPANY, INC. AND SUBSIDIARY PRELIMINARY AND UNAUDITED CONSOLIDATED BALANCE SHEETS March 31, March 31, 2004 2003 ------------ ----------- ASSETS (unaudited) (audited) ------ Current assets: Cash and cash equivalents $ 356,342 $ 268,264 Restricted cash 874,283 838,411 Accounts receivable, less allowances of $98,000 and $406,000, respectively 3,806,166 5,762,944 Due from manufacturers 134,964 1,091,871 Inventories, net 5,228,060 25,194,346 Prepaid expense and other current assets 783,492 1,449,505 Insurance receivable 800,000 -- Refundable tax 1,178,512 -- Deferred tax asset -- 1,925,612 ------------ ----------- Total current assets 13,161,819 36,530,953 Property and equipment, at cost less accumulated depreciation of $2,567,000 and $1,473,000, respectively 983,980 1,096,424 Other non-current assets 615,773 1,307,917 ------------ ----------- Total assets $ 14,761,572 $38,935,294 ============ =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Bank overdraft $ 62,282 $ 316,646 Accounts payable 3,995,851 7,553,007 Accrued expenses 3,481,905 1,443,406 Customer credits on account 2,111,485 933,002 Subordinated debt-related parties 1,000,000 400,000 Revolving credit facilities -- 6,782,824 Income taxes payable 2,447,746 3,821,045 ------------ ----------- Total current liabilities 13,099,269 21,249,930 Convertible debentures, net of unamortized discount of $2,554,511 1,445,489 -- ------------ ----------- Total liabilities 14,544,758 21,249,930 Shareholders' equity Preferred stock, $1.00 par value; 1,000,000 shares authorized, no shares issued and outstanding -- -- Common stock, Class A, $.01 par value; 100,000 shares authorized; no shares issued and outstanding -- -- Common stock, $0.01 par value; 18,900,000 shares authorized; 8,752,318 and 8,171,678 shares issued and outstanding 87,523 81,717 Additional paid-in capital 10,052,498 4,843,430 Accumulated (deficit) / retained earnings (9,923,207) 12,760,217 ------------ ----------- Total shareholders' equity 216,814 17,685,364 ------------ ----------- Total liabilities and shareholders' equity $ 14,761,572 $38,935,294 ============ =========== -----END PRIVACY-ENHANCED MESSAGE-----