8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 14, 2006

Empire Resources, Inc.

(Exact Name of Registrant as Specified in its Charter)

DE	001-12127	22-3136782
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

ONE PARKER PLAZA FORT LEE, NJ	07024
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (201) 944-2200

(Former name or former address, if changed from last report)

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On August 14, 2006, Empire Resources, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended June 30, 2006. The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference to any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference to such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit No. Description

 

99.1 Press Release of the Company dated August 14, 2006 relating to its second quarter operating results.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Empire Resources, Inc.

(Registrant)

Date: August 15, 2006	By:	/s/ Sandra Kahn
		Chief Financial Officer

EXHIBIT INDEX

EX-99.1 Press Release of the Company dated August 14, 2006 relating to its second quarter operating results.

EX-99.1

Empire Resources Inc.

One Parker Plaza

Fort Lee, NJ 07024

FOR IMMEDIATE RELEASE

EMPIRE RESOURCES ANNOUNCES SECOND QUARTER OPERATING RESULTS

FORT LEE, NJ, August 14, 2006- Empire Resources, Inc. (AMEX:ERS), a distributor of value added, semi-finished aluminum products, today announced net income for the three and six months ended June 30, 2006 of $2,673,000 and $5,093,000 as compared to $2,522,000 and $4,746,000 for the same periods in 2005. Net income for the three and six months ended June 30, 2006 increased to $.27 and $.51 per share on a fully diluted basis as compared to $.25 and $.48 per share on a fully diluted basis for the same periods in 2005.

Net sales for the three and six months were $110,338,000 and $209,907,000 as compared to $89,446,000 and $169,460,000 for the same periods in 2005. Net sales increased 23% for the three month period and 24% for the six month period as compared to the prior year.

Empire Resources, Inc., is a distributor of a wide range of semi-finished aluminum products to customers in the transportation, automotive, housing, appliance and packaging industries in the U.S., Canada, Australia, New Zealand and Europe. It maintains supply contracts with aluminum mills in various parts of the world.

This press release contains forward-looking statements. Such statements involve various risks that may cause actual results to differ materially. These risks include, but are not limited to, the ability of the company to grow internally or by acquisition and to integrate acquired businesses, not being able to improve operating margins and efficiencies, changing industry and competitive conditions, and other risks referred to in the Company’s registration statements and periodic reports filed with the Securities and Exchange Commission.

Contact:

David Kronfeld

917-408-1940

dkronfeld@empireresources.com

(Table Follows)

Unaudited Condensed Consolidated Statements of Income

In thousands, except per share amounts

		Three Months Ended June 30,				Six Months Ended June 30,
		2006		2005		2006		2005
Net sales	$	110,338	$	89,446	$	209,907	$	169,460
Cost of goods sold		101,775		82,658		193,417		155,998
Gross profit		8,563		6,788		16,490		13,462
Selling, general and administrative expenses		2,760		1,889		5,385		4,445
Operating income		5,803		4,899		11,105		9,017
Interest expense		1,530		872		2,952		1,436
Income before income taxes		4,273		4,027		8,153		7,581
Income taxes		1,600		1,505		3,060		2,835
Net income	$	2,673	$	2,522	$	5,093	$	4,746
Weighted average shares outstanding:
Basic		9,761		9,618		9,764		9,609
Diluted		10,061		9,903		10,075		9,876
Earnings per share:
Basic		$0.27		$0.26		$0.52		$0.49
Diluted		$0.27		$0.25		$0.51		$0.48