-----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, OgWEzC2b8pNTS/t6VBW8hXAvs6GtQX8BDXZBTyU1wQS4dhQ4+Y/QGxZwO4dbzAEx wEGtN21KjDaJ+SjuY68HvA== 0000905718-01-000029.txt : 20010207 0000905718-01-000029.hdr.sgml : 20010207 ACCESSION NUMBER: 0000905718-01-000029 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20010206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMERSON RADIO CORP CENTRAL INDEX KEY: 0000032621 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 223285224 STATE OF INCORPORATION: DE FISCAL YEAR END: 0402 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-07731 FILM NUMBER: 1526089 BUSINESS ADDRESS: STREET 1: NINE ENTIN RD STREET 2: PO BOX 430 CITY: PARSIPPANY STATE: NJ ZIP: 07054-0430 BUSINESS PHONE: 9738845800 MAIL ADDRESS: STREET 1: NINE ENTIN RD CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: MAJOR ELECTRONICS CORP DATE OF NAME CHANGE: 19770921 10-Q/A 1 0001.txt 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________ to ________________________ Commission file number 0-25226 EMERSON RADIO CORP. (Exact name of registrant as specified in its charter) DELAWARE 22-3285224 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9 Entin Road Parsippany, New Jersey 07054 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (973)884-5800 ----------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name, former address, and former fiscal year, if changed since last report) 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. [X] Yes [ ] No Indicate the number of shares outstanding of common stock as of November 10, 2000: 31,275,082. The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Quarterly Report on Form 10-Q pursuant to the Securities and Exchange Act of 1934, as amended, for the quarterly period ended September 30, 2000, as set forth in the pages attached hereto: Part I, Item 1 and 2; and Part II, Item 6, as they pertain to investment in affiliate. PART I - FINANCIAL INFORMATION Item 1. Financial Statements. EMERSON RADIO CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except earnings per share data)
Three Months Ended Six Months Ended ---------------------------------------- ------------------------------------- September 30, October 1, September 30, October 1, 2000 1999 2000 1999 ------------------ ----------------- ------------------ --------------- Net revenues $ 97,956 $ 55,531 $ 179,783 $ 98,978 Costs and expenses: Cost of sales 85,245 49,409 156,655 87,680 Other operating costs and expenses 892 877 2,622 1,650 Selling, general & administrative expenses 5,024 3,563 9,713 7,427 ----------------- ----------------- ----------------- ----------------- 91,161 53,849 168,990 96,757 ----------------- ----------------- ----------------- ----------------- Operating income 6,795 1,682 10,793 2,221 Equity in earnings (loss) of affiliate (449) 42 (606) 501 Interest expense, net (485) (619) (1,003) (1,193) ------------------ ----------------- ----------------- ---------------- Income before income taxes 5,861 1,105 9,184 1,529 Provision for income taxes 743 250 1,021 259 ------------------ ----------------- ----------------- ---------------- Net income $ 5,118 $ 855 $ 8,163 $ 1,270 ================== ================= ================== ================ Net income per common share Basic $ .15 $ .02 $ .21 $ .03 ================== ================= ================== ================ Diluted $ .13 $ .02 $ .19 $ .02 ================== ================= ================== ================ Weighted average number of common shares outstanding Basic 33,867 47,828 38,833 47,828 ================== ================= ================== ================ Diluted 42,277 55,916 46,950 55,916 ================== ================= ================== ================
The accompanying notes are an integral part of the interim consolidated financial statements. EMERSON RADIO CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands)
September 30, March 31, 2000 2000 ------------------- ----------------- (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 7,354 $ 8,539 Available for sale securities 9 37 Accounts receivable (less allowances of $4,085 and $3,977, respectively) 7,779 4,756 Other receivables 817 4,027 Inventories 20,318 14,384 Prepaid expenses and other current assets 1,749 2,653 ------------------- ----------------- Total current assets 38,026 34,396 Property and equipment - (net of accumulated depreciation and amortization of $3,635 and $3,402, respectively) 1,020 1,034 Investment in affiliates and joint venture 20,766 20,277 Other assets 2,197 2,289 ------------------- ----------------- Total Assets $ 62,009 $ 57,996 =================== ================= LIABILITIES AND SHAREHOLDER'S EQUITY Current Liabilities: Notes payable $ 2,167 $ 2,914 Current maturities of long-term debt 93 97 Accounts payable and other current liabilities 21,190 16,499 Accrued sales returns 6,166 4,897 Income taxes payable 1,049 135 ------------------- ----------------- Total current liabilities 30,665 24,542 Long-term debt, less current maturities 20,750 20,750 Other non-current liabilities 90 141 Shareholders' Equity: Preferred shares - 10,000,000 shares authorized, 3,677 shares issued and outstanding 3,310 3,310 Common shares - $.01 par value, 75,000,000 shares authorized; 51,331,615 shares issued; 31,200,082 and 46,477,615 shares outstanding 513 513 Capital in excess of par value 113,289 113,289 Cumulative translation adjustment (80) (76) Unrealized loss on marketable securities (28) -- Accumulated deficit (93,308) (101,445) Treasury stock, at cost 20,131,533 and 4,854,000 shares, respectively (13,192) (3,028) ------------------- ----------------- Total shareholders' equity 10,504 12,563 ------------------- ----------------- Total Liabilities and Shareholders' Equity $ 62,009 $ 57,996 =================== ================= The accompanying notes are an integral part of the interim consolidated financial statements.
EMERSON RADIO CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Six Months Ended ------------------------------------- September 30, October 1, 2000 1999 ---------------- ---------------- Cash Flows from Operating Activities: Net cash provided (used) by operating activities $ 11,125 $(2,268) ---------------- ---------------- Cash Flows from Investing Activities: Investment in Affiliate (1,097) -- Other (247) (676) ---------------- ---------------- Net cash used by investing activities (1,344) (676) ---------------- ---------------- Cash Flows from Financing Activities: Purchase of Common Stock (10,164) -- Net borrowings (repayments) under Line of Credit (747) 1,880 Other (55) 11 ---------------- ---------------- Net cash (used) provided by financing activities (10,966) 1,891 ---------------- ---------------- Net decrease in cash and cash equivalents (1,185) (1,053) Cash and cash equivalents at beginning of year 8,539 3,100 ---------------- ---------------- Cash and cash equivalents at end of period $ 7,354 $ 2,047 ================ ================ The accompanying notes are an integral part of the interim consolidated financial statements.
EMERSON RADIO CORP. AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 - BUSINESS The unaudited interim consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of Emerson Radio Corp.'s (the "Company" or "Emerson") consolidated financial position as of September 30, 2000 and the results of operations for the three and six month periods ended September 30, 2000 and October 1, 1999. The unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and accordingly do not include all of the disclosures normally made in the Company's annual consolidated financial statements. It is suggested that these unaudited interim consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended March 31, 2000 ("Fiscal 2000"), included in the Company's Annual Report on Form 10-K. The consolidated financial statements include the accounts of the Company and all of its majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The preparation of the unaudited interim consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes; actual results could materially differ from those estimates. Due to the seasonal nature of the Company's consumer electronics business, the results of operations for the three and six month periods ended September 30, 2000 are not necessarily indicative of the results of operations that may be expected for any other interim period or for the full year ending March 31, 2001 ("Fiscal 2001"). The management of the Company considers the Company to have one reportable segment, consumer electronics, and assesses performance on a single segment basis. For Fiscal 2000, and prior year, the Company's financial reporting periods ended the Friday closest to the calendar quarter. Beginning in Fiscal 2001, the Company changed its financial reporting year to end March 31 and the quarters to end on the last day of the month. Such change in the Company's financial reporting year will not have a material effect on the Company's results of operations. NOTE 2 - COMPREHENSIVE INCOME The Company's comprehensive income for the three and six month period ended September 30, 2000 and October 1, 1999 are as follows (in thousands):
Three Months Ended Six Months Ended ---------------------------------------- ------------------------------------- September 30, October 1, September 30, October 1, 2000 1999 2000 1999 ------------------ ----------------- ------------------ --------------- Net Income $ 5,118 $ 855 $ 8,163 $ 1,270 Currency translation adjustment (3) 4 (4) 4 Unrealized losses on securities, net (8) (119) (28) (367) ----------------- ----------------- ----------------- ----------------- Comprehensive income $ 5,107 $ 740 $ 8,131 $ 907 ================= ================= ================= =================
NOTE 3 - EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): For the Three For the Six Months Ended Months Ended ---------------------------------------- --------------------------------------- September 30, October 1, September 30, October 1, 2000 1999 2000 1999 ------------------ ----------------- ------------------ ---------------- Numerator: Net income $ 5,118 $ 855 $ 8,163 $ 1,270 Less: preferred stock dividends 13 26 26 52 ------------------ ----------------- ------------------ ---------------- Numerator for basic earnings per share - income available to common stockholders 5,105 829 8,137 1,218 Add back to effect assumed conversions: Preferred stock dividends 13 26 26 52 Interest on convertible debentures 441 -- 882 -- ------------------ --------------- ------------------ ---------------- Numerator for diluted earnings per share $ 5,559 $ 855 $ 9,045 $ 1,270 ================== =============== ================== ================ Denominator: Denominator for basic earnings per share - weighted average shares 33,867 47,828 38,833 47,828 Effect of dilutive securities: Preferred shares 2,620 8,088 2,620 8,088 Convertible debentures 5,204 -- 5,204 -- Options and warrants 586 -- 293 -- ------------------ --------------- ------------------ ---------------- Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversions 42,277 55,916 46,950 55,916 ================== =============== ================== ================ Basic earnings per share $ .15 $ .02 $ .21 $ .03 ================== =============== ================== ================ Diluted earnings per share $ .13 $ .02 $ .19 $ .02 ================== =============== ================== ================
NOTE 4- CAPITAL STRUCTURE The outstanding capital stock of the Company at September 30, 2000 consisted of common stock and Series A convertible preferred stock. The preferred shares are convertible to common shares until March 31, 2002. During the quarters ended September 30, 2000 and October 1, 1999, there were no conversions of Series A Preferred Stock. If all existing outstanding preferred shares were converted at September 30, 2000, approximately 2.6 million additional common shares would be issuable. The dividend rates on the Series A Preferred Stock at September 30, 2000 and October 1, 1999 were 1.4% and 2.8%, with $964,000 and $879,000 of dividends in arrears, respectively. The dividend rate is 1.4% until March 31, 2001 at which time no further dividends are payable. At September 30, 2000, the Company had outstanding approximately 1.7 million options with exercise prices ranging from $1.00 to $1.10, and approximately 987,000 warrants at conversion prices ranging from $1.30 and $4.00. The Company also has outstanding approximately $20.8 million of Senior Subordinated Convertible Debentures due in 2002. See "Note 8 - Long Term Debt". NOTE 5 - INCOME TAXES Income tax provisions for the quarterly periods ended September 30, 2000 and October 1, 1999 consisted of taxes related to international operations. As of March 31, 2000 the Company had federal net operating loss carryforwards of approximately $130.8 million that expire between 2006 and 2019. The utilization of such losses are limited based on Sections 382 and 383 of the Internal Revenue Code. NOTE 6 - INVENTORY Inventories are comprised primarily of finished goods which are stated at the lower of cost (first-in, first-out) or market. NOTE 7 - INVESTMENT IN SPORT SUPPLY GROUP, INC. At September 30, 2000 the Company owned 2,656,800 (37% of the outstanding) shares of common stock of Sport Supply Group, Inc. ("SSG") at a total cost of $17,666,000, of which 2,269,500 shares were purchased in 1996 and the balance of the shares were purchased subsequently. In addition, the Company owns warrants to purchase an additional one million shares of SSG's common stock for $7.50 per share ("SSG Warrants") which the Company purchased in 1996 at an aggregate cost of $500,000. If the Company exercises all of the SSG Warrants, it will beneficially own approximately 44% of the SSG common shares. The warrants are scheduled to expire in December 2001. Effective March 1997, the Company entered into a Management Services Agreement with SSG, under which various managerial and administrative services are provided between the companies for a fee. The investment in, and results of operations of, SSG are accounted for by the equity method. The Company's investment in SSG includes goodwill of $7,355,000 which is being amortized on a straight line basis over 40 years. Summarized financial information derived from the annual and quarterly financial reports as filed by SSG with the Securities and Exchange Commission was as follows (in thousands):
------------------------------------------------------------------ September 30, 2000 March 31, 2000 ----------------------------- --------------------------------- (Audited) (Unaudited) Current assets $ 44,886 $ 50,488 Property, plant and equipment and other assets 28,800 30,158 Current liabilities 14,115 38,450 Long-term debt 19,034 252 Stockholders' Equity 40,537 41,945 (Unaudited) ------------------------------------------------------------------ For the 6 Months Ended For the 6 Months Ended September 30, 2000 October 1, 1999 ----------------------------- --------------------------------- Net sales $ 59,505 $ 56,722 Gross profit 18,315 20,065 Net (loss) income (1,437) 2,163
NOTE 8 - LONG-TERM DEBT As of September 30, 2000 and March 31, 2000, long-term debt consisted of the following (in thousands of dollars):
September 30, March 31, 2000 2000 ----------------- ----------------- 8 1/2% Senior Subordinated Convertible Debentures Due 2002 $20,750 $20,750 Equipment notes and other 93 97 ----------------- ----------------- 20,843 20,847 Less current obligations 93 97 ----------------- ----------------- Long term debt $20,750 $20,750 ================= =================
The Senior Subordinated Convertible Debentures Due 2002 ("Debentures") were issued in August 1995. The Debentures bear interest at the rate of 8 1/2% per annum, payable quarterly, and mature on August 15, 2002. The Debentures are convertible into shares of the Company's common stock at any time prior to redemption or maturity at an initial conversion price of $3.9875 per share, subject to adjustment under certain circumstances. The Debentures are presently redeemable in whole or in part at the Company's option at a redemption price of 102% of principal, decreasing by 1% per year until maturity. The Debentures are subordinated to all existing and future senior indebtedness (as defined in the Indenture governing the Debentures). The Debentures restrict, among other things, the amount of senior indebtedness and other indebtedness that the Company and, in certain instances, its consolidated subsidiaries, may incur. Each Debenture holder has the right to cause the Company to redeem the Debentures if certain designated events (as defined) should occur. The Debentures are subject to certain restrictions on transfer, although the Company has registered the offer and sale of the Debentures and the underlying common stock. Note 9 - LEGAL PROCEEDINGS The Company is involved in a number of legal proceedings and claims of various types in the ordinary course of its business. While any such litigation to which the Company is a party contains an element of uncertainty, management presently believes that the outcome of each such proceeding or claim which is pending or known to be threatened, or all of them combined, will not have a material adverse effect on the Company's consolidated financial position. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operations Net Revenues Consolidated net revenues for the three and six month periods ended September 30, 2000 increased $42.4 million (76.4%) and $80.8 million (81.6%) as compared to the same periods in the fiscal year ended March 31, 2000 ("Fiscal 2000"), respectively. The increase in revenues for the three and six month periods ended September 30, 2000 resulted primarily from increases in unit sales of audio products and microwave ovens, partially offset by a reduction in unit sales of the Digital Versatile Disc (DVD) product line. The increase in audio and microwave product sales was primarily attributable to the introduction of new audio products, combined with customers ordering products earlier in the year. The Company anticipates that revenues for the December quarter will be comparable to prior years revenues in the same period. The Company reports royalty and commission revenues earned from its licensing arrangements, covering various products and territories, in lieu of reporting the full dollar value of such sales and associated costs. Effective January 1, 2001 the Company's Video license agreement previously held by Daewoo Electronics Co. Ltd. will be replaced and expanded with the agreement entered into on October 17, 2000 with Funai Corporation. Cost of Sales Cost of Sales, as a percentage of net revenues, was 87.0% and 87.1% for the three and six month periods ended September 30, 2000 as compared to 89.0% and 88.6% for the same periods in Fiscal 2000, respectively. The decrease in the cost of sales as a percentage of sales was primarily attributable to a change in the product mix. Other Operating Costs and Expenses Other operating costs and expenses, as a percentage of net revenues for the three and six month periods ended September 30, 2000 were 0.9% and 1.5% as compared to 1.6% and 1.7% for the same periods in Fiscal 2000. The decrease in other operating costs and expenses was primarily attributable to the effect of a higher sales base. Selling, General and Administrative Expenses ("S,G&A") S,G&A as a percentage of net revenues decreased from 6.4% to 5.1% and 7.5% to 5.4% for the three and six months ended September 30, 2000, as compared to the same period in Fiscal 2000, respectively. The decrease in S,G&A as a percentage of net revenues was primarily attributable to the effect of a higher sales base. In absolute terms, S,G&A increased by $1.5 million and $2.3 million for the three and six months ended September 30, 2000. The increase in absolute terms for the three and six month periods ended September 30, 2000 was the result of an increase in advertising and compensation costs, partially offset by a decrease in litigation costs. Equity In Earnings (Loss) Of Unconsolidated Affiliate The Company's 37% share in the earnings of an affiliate amounted to a loss of $449,000 and $606,000 in the three and six month periods ended September 30, 2000 as compared to income of $42,000 and $501,000 for the same periods in the prior fiscal year, respectively. Interest Expense, net Net interest expense decreased by $134,000 and $190,000 in the three and six month periods ended September 30, 2000 as compared to the same periods in Fiscal 2000, respectively. The decrease was attributable to a decrease in short term average borrowings, and an increase in interest income, partially offset by higher borrowing costs. Provision for income taxes Provision for income taxes, which are primarily attributable to the Company's international operations, was $743,000 and $1 million for the three and six month periods ended September 30, 2000 as compared to $250,000 and $259,000 for the same periods in Fiscal 2000, respectively. Net Income As a result of the foregoing factors, the Company generated net income of $5.1 million and $8.2 million for the three and six month periods ended September 30, 2000, as compared to net earnings of $855,000 and $1.3 million for the same periods in Fiscal 2000, respectively. Liquidity and Capital Resources Net cash provided by operating activities was $11.1 million for the six months ended September 30, 2000. Cash was provided primarily by increases in accounts payable and the profitability of the Company and decreases in other receivables, which were partially offset by increases in accounts receivable and inventory. Net cash utilized by investing activities was $1.3 million for the six months ended September 30, 2000. Cash was utilized primarily for additional purchases of shares in its unconsolidated affiliate. Net cash used for financing activities was $11.0 million primarily for the purchase of the Company's stock for treasury and the repayment of borrowings. The Company maintains two credit facilities with a Hong Kong based bank: a $5.0 million letter of credit facility and a $35 million back-to-back letter of credit facility with seasonal over-advances. At September 30, 2000, there was $4.7 million and $16.4 million, respectively, of letters of credit outstanding under these facilities. At present, management believes that future cash flow from operations and its existing institutional financing noted above will be sufficient to fund all of the Company's cash requirements for the next twelve months. As of September 30, 2000 the Company had no material commitments for capital expenditures. Inflation and Foreign Currency Neither inflation nor currency fluctuations had a significant effect on the Company's results of operations during the three or six months ended September 30, 2000. The Company's exposure to currency fluctuations has been minimized by the use of U.S. dollar denominated purchase orders, and by sourcing production in more than one country. The Company purchases virtually all of its products from manufacturers located in various Asian countries. Recent Pronouncements of the Financial Accounting Standards Board During the second quarter of 1998 the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." In June 1999, the FASB issued SFAS No. 137 which deferred the effective date of SFAS No. 133 by one year. SFAS No. 133 will be effective for the Company for Fiscal 2002 and establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. This new standard is not currently anticipated to have a significant impact on the Company's financial statements based on the current financial structure and operations of the Company. Forward-looking Information This report contains various forward looking statements under the Private Securities Litigation Reform Act of 1995 (the "Reform Act") and information that is based on Management's beliefs as well as assumptions made by and information currently available to Management. When used in this report, the words "anticipate", "believe", "estimate", "expect", "predict", "project", and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, expected or projected. Among the key factors that could cause actual results to differ materially are as follows: (i) the ability of the Company to continue selling products to its largest customers whose net revenues represented 55% and 21% of Fiscal 2000 net revenues; (ii) competitive factors such as competitive pricing strategies utilized by retailers in the domestic marketplace that negatively impacts product gross margins; (iii) the ability of the Company to maintain its suppliers, primarily all of whom are located in the Far East; (iv) the ability of the Company to comply with the restrictions imposed upon it by its outstanding indebtedness; and (v) general economic conditions and other risks detailed in the Company's annual report on Form 10-K for the fiscal year ended March 31, 2000 and other reports filed with the Securities and Exchange Commission. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not material. PART II OTHER INFORMATION ITEM 1. Legal Proceedings. For further information on litigation to which the Company is a party, reference is made to Part 1 Item-3-Legal Proceedings in the Company's most recent Annual Report on Form 10-K, and on Form 8-K dated May 25, 2000. ITEM 2. Changes in Securities and Use of Proceeds. None. ITEM 3. Default Upon Senior Securities. (a) None (b) None ITEM 4. Submission of Matters to a Vote of Security Holders. Not Applicable. ITEM 5. Other Information. (a) None ITEM 6. Exhibits and Reports on Form 8-K. (a) Exhibits: (10)(z) License Agreement effective as of January 1, 2001 by and between Funai Corporation and Emerson Radio Corp. (27) Financial Data Schedule for quarter ended September 30, 2000.* (b) Reports on Form 8-K - During the three month period ended September 30, 2000, no Form 8-K was filed. - ---------------------------- *Filed herewith. SIGNATURES 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 thereunto duly authorized. EMERSON RADIO CORP. (Registrant) Date: January 29, 2001 /s/ Geoffrey P. Jurick ---------------------- Geoffrey P. Jurick Chairman, Chief Executive Officer and President Date: January 29, 2001 /s/ John P. Walker ------------------ John P. Walker Executive Vice President and Chief Financial Officer EX-27 2 0002.txt FDS --
5 (Replace this text with the legend) 0000032621 EMERSON RADIO CORP. 1,000 U.S. 3-MOS MAR-31-2001 SEP-30-2000 1 7,354 9 8,596 4,085 20,318 38,026 1,020 3,635 62,009 30,665 20,750 0 3,310 513 6,681 62,009 98,066 97,956 85,245 85,245 6,060 254 485 5,861 743 5,118 0 0 0 5,118 .15 .13
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