3. Revenue Recognition

Update to Significant Accounting Policies

Revenue Recognition

Upon the adoption of ASC 606, the Company revised its accounting policy on revenue recognition from the policy provided in the Notes to Consolidated Financial Statements included in the Company’s Form 10-K for the year ended March 31, 2018. The revised accounting policy for revenue recognition is provided below.

Through the Company’s agreements with customers, the Company now has a single performance obligation, to fulfill customer orders for automotive goods. Revenue is recognized when obligations under the terms of a contract with its customers are satisfied; generally, this occurs with the transfer of control of its manufactured, remanufactured, or distributed products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. Revenue is recognized net of all anticipated returns, including Used Core returns under the core exchange program, marketing allowances, volume discounts, and other forms of variable consideration.

For products shipped free-on-board (“FOB”) shipping point, revenue is recognized on the date of shipment. For products shipped FOB destination, revenues are recognized on the estimated or actual date of delivery. The Company includes shipping and handling charges in the gross invoice price to customers and classify the total amount as revenue. All shipping and handling costs are expensed as incurred and included in cost of sales.

The Company now has a single performance obligation, however, the price of a finished remanufactured product sold to customers is generally comprised of separately invoiced amounts for the Remanufactured Core included in the product (“Remanufactured Core value”) and the unit value. The unit value is recorded as revenue based on the Company’s then current price list, net of applicable discounts and allowances. The Remanufactured Core value is recorded as a net revenue based upon the estimate of Used Cores that will not be returned by the customer for credit. This net core revenue estimate is based on contractual arrangements with customers and business practices. A significant portion of the remanufactured automotive parts sold to customers are replaced by similar Used Cores sent back for credit by customers under the core exchange program (as described in further detail below). The number of Used Cores sent back under the core exchange program is generally limited to the number of similar Remanufactured Cores previously shipped to each customer.

Revenue Recognition — Core Exchange Program

Full price Remanufactured Cores: When remanufactured products are shipped, certain customers are invoiced for the Remanufactured Core portion of the product at the full Remanufactured Core sales price. For these Remanufactured Cores, revenue is only recognized based upon an estimate of the rate at which these customers will pay cash for Remanufactured Cores in lieu of sending back similar Used Cores for credits under the core exchange program. The remainder of the full price Remanufactured Core portion invoiced to these customers is established as a long-term contract liability rather than being recognized as revenue in the period the products are shipped as the Company expects these Remanufactured Cores to be returned for credit under its core exchange program.

Nominal price Remanufactured Cores: Certain other customers are invoiced for the Remanufactured Core portion of the product shipped at a nominal (generally $0.01 or less) Remanufactured Core price. For these nominal Remanufactured Cores, revenue is only recognized based upon an estimate of the rate at which these customers will pay cash for Remanufactured Cores in lieu of sending back similar Used Cores for credits under the core exchange program. Revenue amounts are calculated based on contractually agreed upon pricing for these Remanufactured Cores for which the customers are not returning similar Used Cores. The remainder of the nominal price Remanufactured Core portion invoiced to these customers is established as a long-term contract liability rather than being recognized as revenue in the period the products are shipped as the Company expects these Remanufactured Cores to be returned for credit under its core exchange program.

Revenue Recognition; General Right of Return

Customers are allowed to return goods that their end-user customers have returned to them, whether or not the returned item is defective (warranty returns). In addition, under the terms of certain agreements and industry practice, customers from time to time are allowed stock adjustments when their inventory of certain product lines exceeds the anticipated sales to end-user customers (stock adjustment returns). Customers have various contractual rights for stock adjustment returns, which are typically less than 5% of units sold. In some instances, a higher level of returns is allowed in connection with significant restocking orders. In addition, customers are allowed to return goods that their end-user consumers have returned to them. The aggregate returns are generally limited to less than 20% of unit sales.

The allowance for warranty returns is established based on a historical analysis of the level of this type of return as a percentage of total unit sales. Stock adjustment returns do not occur at any specific time during the year, and the expected level of these returns cannot be reasonably estimated based on a historical analysis. The allowance for stock adjustment returns is based on specific customer inventory levels, inventory movements, and information on the estimated timing of stock adjustment returns provided by customers. The return rate for stock adjustments is calculated based on expected returns within the normal operating cycle, which is generally one year.

The unit value of the warranty and stock adjustment returns are treated as reductions of revenue based on the estimations made at the time of the sale. The Remanufactured Core value of warranty and stock adjustment returns are provided for as indicated in the paragraph “Revenue Recognition – Core Exchange Program”.

Contract Assets

Contract assets represents the core portion of the finished goods shipped to the Company’s customers. These assets are valued at average historical purchase prices determined based on actual purchases of inventory on hand.

Remanufactured Cores held at customers’ locations as a part of the finished goods sold to the customer are classified as long-term contract assets. For these Remanufactured Cores, the Company expects the finished good containing the Remanufactured Core to be returned under the Company’s general right of return policy or a similar Used Core to be returned to the Company by the customer, under the Company’s core exchange program in each case, for credit. The Remanufactured Core portion of stock adjustment returns and the Used Cores returned by consumers to the Company’s customers but not yet returned to the Company are classified as short-term contract assets until the Company physically receives them during its normal operating cycle, which is generally one year.

In addition, long-term contract assets include long-term core inventory deposits. The long-term core inventory deposits represent the cost of Remanufactured Cores the Company has purchased from customers, which are held by the customers and remain on the customers’ premises. The costs of these Remanufactured Cores were established at the time of the transaction based on the then current cost. The selling value of these Remanufactured Cores was established based on agreed upon amounts with these customers. The Company expects to realize the selling value and the related cost of these Remanufactured Cores should its relationship with a customer end, a possibility that the Company considers remote based on existing long-term customer agreements and historical experience.

Contract Liability

Contract liability consists of: (i) customer allowances earned, (ii) accrued core payments, and (iii) customer core returns accruals.

Customer allowances earned includes all marketing allowances provided to customers. Such allowances include sales incentives and concessions. Voluntary marketing allowances related to a single exchange of product are recorded as a reduction of revenues at the time the related revenues are recorded or when such incentives are offered. Other marketing allowances, which may only be applied against future purchases, are recorded as a reduction to revenues in accordance with a schedule set forth in the relevant contract. Sales incentive amounts are recorded based on the value of the incentive provided. Customer allowances earned are considered to be short-term contract liabilities.

Accrued core payments represent the full Remanufactured Core sales price of Remanufactured Cores purchased from customers, generally in connection with new business, which are held by these customers and remain on their premises. At the same time, the long-term contract assets are recorded for the Remanufactured Cores purchased at its cost, determined as noted under the caption “Inventory”. The difference between the full Remanufactured Core sales price of Remanufactured Cores and its related cost is treated as sales allowance reducing revenue when the purchases are made. The selling value and the related cost of these Remanufactured Cores will be realized when the Company’s relationship with a customer end, a possibility that the Company considers remote based on existing long-term customer agreements and historical experience. The payments made to customers for purchases of Remanufactured Cores within the Company’s normal operating cycle, which is generally one year, are considered short-term contract liabilities.

Customer core returns accruals represents the full and nominally priced Remanufactured Cores shipped to the Company’s customers. When the Company ships the product, it recognizes an obligation to accept a similar Used Core sent back under the core exchange program based upon the Remanufactured Core price agreed upon by the Company and its customer. The Contract liability related to Used Cores returned by consumers to the Company’s customers but not yet returned to the Company are classified as short-term contract liabilities until the Company physically receives these Used Cores as they are expected to be returned during the Company’s normal operating cycle, which is generally one year.

Inventory

Inventory is comprised of (i) Used Core and component raw materials, (ii) work-in-process, (iii) remanufactured finished goods, and (iv) purchased finished goods.

Inventory is stated at the lower of cost or net realizable value. The cost of inventory is evaluated at least quarterly during the fiscal year and adjusted as necessary to reflect current lower of cost or net realizable value levels. These adjustments are determined for individual items of inventory within each of the classifications of inventory as follows:

•

Component raw materials are recorded at average cost, which is based on the actual purchase price of raw materials on hand. This average cost is used in the inventory costing process and is the basis for allocation of materials to finished goods during the production process.

•

Used Core raw materials are recorded at average historical purchase prices determined based on actual purchases of inventory on hand. The purchase price for core buy-backs made from the Company’s customers are deemed the same as the purchase price of Used Cores for which sufficient recent purchases have occurred. The average purchase prices of Used Cores for more recent automobile models are retained as the cost for these Used Cores in subsequent periods even as the source of these Used Cores shifts to the core exchange program. The Company purchases Used Cores from core brokers to supplement its yield rates and the under return by consumers. In the absence of sufficient recent purchases, the Company uses the net selling price its customers have agreed to pay for Used Cores that are not returned to the Company under the Company’s core exchange program to assess whether Used Core cost exceeds Used Core net realizable value on a customer by customer basis.

•

Work-in-process is in various stages of production and is valued at the average cost of materials issued to open work orders. Historically, work-in-process inventory has not been material compared to the total inventory balance.

•

The cost of remanufactured finished goods includes the average cost of Used Core and component raw materials and allocations of labor and variable and fixed overhead costs. The allocations of labor and variable and fixed overhead costs are determined based on the average actual use of the production facilities over the prior twelve months which approximates normal capacity. This method prevents the distortion in allocated labor and overhead costs that would occur during short periods of abnormally low or high production. In addition, the Company excludes certain unallocated overhead such as severance costs, duplicative facility overhead costs, start-up costs, training, and spoilage from the calculation and expenses these unallocated overhead as period costs. The cost of purchased finished goods inventory approximates average historical purchase prices paid, and an allocation of fixed overhead costs.

The Company records an allowance for potentially excess and obsolete inventory based upon recent sales history, the quantity of inventory on-hand, and a forecast of potential use of the inventory. The Company periodically reviews inventory to identify excess quantities and part numbers that are experiencing a reduction in demand. Any part numbers with quantities identified during this process are reserved for at rates based upon management’s judgment, historical rates, and consideration of possible scrap and liquidation values which may be as high as 100% of cost if no liquidation market exists for the part. The Company had recorded reserves for excess and obsolete inventory of $8,606,000 at June 30, 2018 and $6,682,000 at March 31, 2018. The quantity thresholds and reserve rates are subjective and are based on management’s judgment and knowledge of current and projected industry demand. The reserve estimates may, therefore, be revised if there are changes in the overall market for the Company’s products or market changes that in management’s judgment, impact its ability to sell or liquidate potentially excess or obsolete inventory.

The Company records vendor discounts as a reduction of inventories that are recognized as a reduction to cost of sales as the inventories are sold.

Inventory Unreturned

Inventory unreturned represents the Company’s estimate, based on historical data and prospective information provided directly by the customer, of finished goods shipped to customers that the Company expects to be returned, under its general right of return policy, after the balance sheet date. Inventory unreturned includes only the added unit value of a finished good. The return rate is calculated based on expected returns within the normal operating cycle, which is generally one year. As such, the related amounts are classified in current assets. Inventory unreturned is valued in the same manner as the Company’s finished goods inventory.

Impact of the Adoption of the New Accounting Standard

As a result of the adoption of ASC 606 and the resultant changes in Company policy noted above, the effect of the adoption on the consolidated statements of operations was an increase to the Company’s previously reported retained earnings as of April 1, 2016 by approximately $345,000, net of tax. The effects of adoption were also a decrease to previously reported revenues for the year ended March 31, 2017 of $824,000 and an increase to previously reported revenues for the year ended March 31, 2018 of $557,000. The revenue changes were accompanied by related changes to cost of goods sold - a decrease to previously reported cost of goods sold for the year ended March 31, 2017 of $758,000, and an increase to previously reported cost of goods sold for the year ended March 31, 2018 of $66,000.

The primary result of the adoption effects upon the financial statement was due to an acceleration of revenue recognition for Remanufactured Cores not expected to be returned to the Company upon the initial recognition of revenue. Prior to adopting ASU 2014-09, the Company had delayed recognizing revenue for sales of cores not expected to be replaced by a similar Used Core sent back under the core exchange program until it believed all of the following criteria were met:

The Company has a signed agreement with the customer covering the nominally priced Remanufactured Cores not expected to be replaced by a similar Used Core sent back under the core exchange program. This agreement must specify the number of Remanufactured Cores its customer will pay cash for in lieu of sending back a similar Used Core and the basis on which the nominally priced Remanufactured Cores are to be valued (normally the average price per Remanufactured Core stipulated in the agreement).

The contractual date for reconciling the Company’s records and customer’s records of the number of nominally priced Remanufactured Cores not expected to be replaced by a similar Used Core sent back under the core exchange program must be in the current or a prior period.

The reconciliation of the nominally priced Remanufactured Cores must be completed and agreed to by the customer.

The amount must be billed to the customer.

In order to properly determine the transaction price related to the Company’s sales contracts, the Company has also analyzed its various forms of consideration paid to its vendors, including up-front payments for future contracts. Based on the analysis performed, the Company identified no changes to its legacy accounting practices as a result of the adoption of ASU 2014-09 to account for up-front payments to the Company’s vendors. Accordingly, if the Company expects to generate future revenues associated with an up-front payment, then an asset is recognized and amortized over the appropriate period of time as a reduction of revenue. If the Company does not expect to generate additional revenue, then the up-front payment is recognized in the consolidated statements of operations when payment occurs as a reduction of revenue.

Similarly, the Company has analyzed discounts and promotions offered to customers. In reviewing these discounts, the Company assessed whether any discounts were offered incremental to the range of discounts typically given for its goods to specific customer classes. In performing this analysis, the Company determined that there are no incremental discounts offered to customers and as such, its discounts do not represent a material right to the Company’s customers. As such, the Company will account for these discounts as variable consideration, as a reduction of revenue in the consolidated statements of operations when the product, the discount is applicable to, is sold.

The adoption of the new revenue recognition standard impacted the previously reported consolidated statement of operations for the three months ended June 30, 2017 as follows:

	Three Months Ended June 30, 2017
	As Previously Reported		Adoption of ASU 2014-09			As Adjusted
Net sales	$	95,063,000	$	456,000		$	95,519,000
Cost of goods sold		69,224,000		(381,000	)		68,843,000
Gross profit		25,839,000		837,000			26,676,000
Operating expenses:
General and administrative		6,187,000		-			6,187,000
Sales and marketing		3,394,000		-			3,394,000
Research and development		1,002,000		-			1,002,000
Total operating expenses		10,583,000		-			10,583,000
Operating income		15,256,000		837,000			16,093,000
Interest expense, net		3,314,000		-			3,314,000
Income before income tax expense		11,942,000		837,000			12,779,000
Income tax expense		4,316,000		312,000			4,628,000
Net income	$	7,626,000	$	525,000		$	8,151,000
Basic net income per share	$	0.41	$	0.03		$	0.44
Diluted net income per share	$	0.39	$	0.03		$	0.42

Also as a result of the adoption of ASC 606 and the resultant changes in Company policy noted above, the effect of the adoption on the consolidated balance sheets was to create contract asset and contract liability accounts to reflect those balance sheet items being impacted by the new revenue recognition requirements. The main drivers of the reclassifications were (i) the need to accommodate the aggregation of Remanufactured Core and Unit portion of the product sales under one single performance obligation and (ii) the creation of contract asset and contract liability accounts to appropriately segregate those balance sheet items related to the ongoing transactions under the Company’s customer contracts.

Detailed impacts on specific consolidated balance sheet account can be found in the individual footnotes covering the separate line items on the face of the consolidated balance sheet.

The adoption of the new revenue recognition standard impacted the previously reported consolidated balance sheet at March 31, 2018 as follows:

	March 31, 2018
	As Previously Reported			Adoption of ASU 2014-09			As Adjusted
ASSETS
Current assets:
Cash and cash equivalents	$	13,049,000		$	-		$	13,049,000
Short-term investments		2,828,000			-			2,828,000
Accounts receivable — net		15,738,000			47,436,000			63,174,000
Inventory— net		76,275,000			84,935,000			161,210,000
Inventory unreturned		7,508,000			-			7,508,000
Contract assets		-			15,614,000			15,614,000
Income tax receivable		7,796,000			-			7,796,000
Prepaid expenses and other current assets		11,491,000			-			11,491,000
Total current assets		134,685,000			147,985,000			282,670,000
Plant and equipment — net		28,322,000			-			28,322,000
Long-term core inventory — net		301,656,000			(301,656,000	)		-
Long-term core inventory deposits		5,569,000			(5,569,000	)		-
Long-term deferred income taxes		10,556,000			(239,000	)		10,317,000
Long-term contract assets		-			205,998,000			205,998,000
Goodwill		2,551,000			-			2,551,000
Intangible assets — net		3,766,000			-			3,766,000
Other assets		7,392,000			-			7,392,000
TOTAL ASSETS	$	494,497,000		$	46,519,000		$	541,016,000
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	73,273,000		$	-		$	73,273,000
Accrued liabilities		11,799,000			-			11,799,000
Customer finished goods returns accrual		17,805,000			-			17,805,000
Accrued core payment		16,536,000			(16,536,000	)		-
Contract liabilities		-			32,603,000			32,603,000
Revolving loan		54,000,000			-			54,000,000
Other current liabilities		4,471,000			-			4,471,000
Current portion of term loan		3,068,000			-			3,068,000
Total current liabilities		180,952,000			16,067,000			197,019,000
Term loan, less current portion		13,913,000			-			13,913,000
Long-term accrued core payment		18,473,000			(18,473,000	)		-
Long-term deferred income taxes		226,000			-			226,000
Long-term contract liabilities		-			48,183,000			48,183,000
Other liabilities		5,957,000			-			5,957,000
Total liabilities		219,521,000			45,777,000			265,298,000
Commitments and contingencies
Shareholders’ equity:
Preferred stock; par value $.01 per share, 5,000,000 shares authorized; none issued		-			-			-
Series A junior participating preferred stock; par value $.01 per share, 20,000 shares authorized; none issued		-			-			-
Common stock; par value $.01 per share, 50,000,000 shares authorized; 18,893,102 shares issued and outstanding at March 31, 2018		189,000			-			189,000
Additional paid-in capital		213,609,000			-			213,609,000
Retained earnings		66,606,000			742,000			67,348,000
Accumulated other comprehensive loss		(5,428,000	)		-			(5,428,000	)
Total shareholders’ equity		274,976,000			742,000			275,718,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	494,497,000		$	46,519,000		$	541,016,000

The adoption of the new revenue recognition standard impacted the previously reported statement of cash flows for the three months ended June 30, 2017 as follows:

	Three Months Ended June 30, 2017
Cash flows from operating activities:	As Previously Reported			Adoption of ASU 2014-09			As Adjusted
Net income	$	7,626,000		$	525,000		$	8,151,000
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation		894,000			-			894,000
Amortization of intangible assets		145,000			-			145,000
Amortization and write-off of debt issuance costs		213,000			-			213,000
Amortization of interest on accrued core payments		143,000			-			143,000
Gain due to change in fair value of the warrant liability		(1,293,000	)		-			(1,293,000	)
Net provision for inventory reserves		1,286,000			-			1,286,000
Net provision for customer payment discrepancies		284,000			-			284,000
Net recovery of doubtful accounts		(9,000	)		-			(9,000	)
Deferred income taxes		(103,000	)		312,000			209,000
Share-based compensation expense		834,000			-			834,000
Loss on disposal of plant and equipment		6,000			-			6,000
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable		16,038,000			(6,705,000	)		9,333,000
Inventory		(14,942,000	)		(3,552,000	)		(18,494,000	)
Inventory unreturned		(120,000	)		-			(120,000	)
Income tax receivable		1,686,000			-			1,686,000
Prepaid expenses and other current assets		(1,265,000	)		-			(1,265,000	)
Other assets		608,000			-			608,000
Accounts payable and accrued liabilities		(5,254,000	)		-			(5,254,000	)
Customer finished goods returns accrual		(3,790,000	)		-			(3,790,000	)
Long-term core inventory		(2,878,000	)		2,878,000			-
Contract assets, net		-			293,000			293,000
Contract liabilities, net		-			3,172,000			3,172,000
Accrued core payments		(3,077,000	)		3,077,000			-
Other liabilities		2,324,000			-			2,324,000
Net cash used in operating activities		(644,000	)		-			(644,000	)
Cash flows from investing activities:
Purchase of plant and equipment		(597,000	)		-			(597,000	)
Change in short-term investments		(173,000	)		-			(173,000	)
Net cash used in investing activities		(770,000	)		-			(770,000	)
Cash flows from financing activities:
Borrowings under revolving loan		17,000,000			-			17,000,000
Repayments of revolving loan		(13,000,000	)		-			(13,000,000	)
Repayments of term loan		(782,000	)		-			(782,000	)
Payments for debt issuance costs		(398,000	)		-			(398,000	)
Payments on capital lease obligations		(190,000	)		-			(190,000	)
Exercise of stock options		295,000			-			295,000
Cash used to net share settle equity awards		(488,000	)		-			(488,000	)
Repurchase of common stock, including fees		(1,979,000	)		-			(1,979,000	)
Net cash provided by financing activities		458,000			-			458,000
Effect of exchange rate changes on cash and cash equivalents		47,000			-			47,000
Net decrease in cash and cash equivalents		(909,000	)		-			(909,000	)
Cash and cash equivalents — Beginning of period		9,029,000			-			9,029,000
Cash and cash equivalents — End of period	$	8,120,000		$	-		$	8,120,000