8-K

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): November 15, 2007

EMERSON RADIO CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-07731	22-3285224
(State Or Other Jurisdiction Of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
9 Entin Road, Parsippany, New Jersey		07054
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (973) 884-5800

Not Applicable

(Former Address, if changed since Last Report) (Zip Code)

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 (see General Instruction A.2. below):

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 November 15, 2007, Emerson Radio Corp. (the “Company”) issued a press release regarding results for the quarter ended September 30, 2007. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

     The information in this report under Item 2.02 is being furnished pursuant to Item 2.02 of Form 8-K, insofar as it discloses historical information regarding the Company’s results of operations and financial condition as of and for the quarter ended September 30, 2007. In accordance with General Instructions B.2 of Form 8-K, the information in this Current Report on Form 8-K under Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Forward Looking Statements

      This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. Forward-looking statements represent our management’s judgment regarding future events. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. The Company cannot guarantee the accuracy of the forward-looking statements, and you should be aware that the Company’s actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including the statements under “Risk Factors” contained in the Company’s reports filed with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit 99.1 — Press release, dated November 15, 2007, regarding results for the quarter ended September 30, 2007 (Exhibit 99.1 is furnished as part of this Current Report on Form 8-K).

SIGNATURE

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

EMERSON RADIO CORP.
By:	/s/ John Spielberger
	Name:	John Spielberger
	Title:	President – North American Operations

Dated: November 15, 2007

EX-99.1

NEWS & INFORMATION

FOR:	EMERSON RADIO CORP.
	610 Fifth Ave
	New York, NY 10020
CONTACT:	Emerson Radio Corp.	or:	Investor Relations:
	Greenfield Pitts		Robert Maffei
	Chief Financial Officer		Investor Relations Manager
	(212) 521-4344		(973) 428-2098
			Brainerd Communicators
			Brad Edwards or
			Denise Roche
			(212) 986-6667

Thursday, November 15, 2007

EMERSON RADIO CORP. REPORTS FISCAL 2008 SECOND QUARTER RESULTS

PARSIPPANY, N.J. — November 15, 2007 — Emerson Radio Corp. (AMEX:MSN) today reported financial results for its fiscal second quarter ended September 30, 2007.

Net revenues for the second quarter of fiscal 2008 were $57.9 million, compared to $99.6 million during the second quarter of fiscal 2007. Net revenues during the second quarter of fiscal 2007, included $20.8 million of one-time holiday promotional item sales to ESI International associated with a major holiday promotion with one of the Company’s major customers. Net revenues during the second quarter of fiscal 2008 were impacted by lower sales volumes of Emerson branded products in several audio product lines and the iPodâ compatible product category, partially offset by an increase in the microwave ovens and clock radios categories. Themed product sales also declined in the second quarter of fiscal 2008, primarily as a result of the discontinuance of Nickelodeonâ themed products, partially offset by sales of Mattelâ themed products which began in the fourth quarter of fiscal 2007.

The Company’s operating loss for the second quarter was $120,000, compared to operating income of $5.9 million during the same period last year. The decrease was primarily due to lower revenues in the period. Net loss for the second quarter of fiscal 2008 was $3.3 million or $0.12 per diluted share, primarily due to the Company’s increased estimated liability for California Franchise Taxes for tax years 1977 — 1990 in the amount of $3.7 million, compared to net income of $3.8 million or $0.14 per diluted share, in the prior year period.

“Our results for the second fiscal quarter were disappointing primarily due to soft demand within our traditional audio category,” said John Spielberger, President — North American Operations. “However, we continued to benefit from the diversification of our product portfolio and experienced significant growth across our Housewares category, specifically microwaves and wine coolers, which has increased 23% year-to-date. During the quarter, we introduced a new product in this category, as we began selling toaster ovens through our major retail partners. Finally, we recently strengthened our senior management team through several key appointments aimed at improving our operational efficiency and positioning Emerson for growth over the balance of the fiscal year.”

About Emerson Radio Corporation
Emerson Radio Corporation (AMEX:MSN), founded in 1948, is headquartered in Parsippany, N.J. The Company designs, markets and licenses, worldwide, full lines of televisions and other video products, microwaves, clocks, radios, audio and home theater products. Emerson’s web site is www.emersonradio.com

Forward Looking Statements
This release contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including the Company’s ability to obtain a waiver from its lender and its ability to maintain its AMEX listing. Forward-looking statements reflect management’s current knowledge, assumptions, judgment and expectations regarding future performance or events. Although management believes that the expectations reflected in such statements are reasonable, they give no assurance that such expectations will prove to be correct and you should be aware that actual results could differ materially from those contained in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including the risk factors detailed in the Company’s reports as filed with the Securities and Exchange Commission. The Company assumes no obligation to update the information contained in this news release.

EMERSON REPORTS

EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except earnings per share data)

	Three months ended September 30						Six months ended September 30,
	2007			2006			2007			2006
Net revenues
Net revenues	$	57,823		$	99,588		$	110,426		$	154,829
Net revenues-related party		39			—			124			—
		57,862			99,588			110,550			154,829
Costs and expenses:
Cost of sales		51,393			65,736			96,641			113,576
Cost of sales-related party purchases		—			20,942			—			20,942
Other operating costs and expenses		1,548			1,426			3,344			3,025
Selling, general and administrative expenses (exclusive of non-cash compensation shown below)		5,307			5,620			10,284			10,806
Acquisition costs incurred		—			—			—			21
Non-cash compensation (recovered)		(266	)		(50	)		(187	)		55
		57,982			93,674			110,082			148,425
Operating income (loss)		(120	)		5,914			468			6,404
Gain on sale of building		854			—			854			—
Interest income (expense), net		(66	)		(212	)		4			(107	)
Interest income-related party		—			—			163			—
Income before income taxes		668			5,702			1,489			6,297
Provision for income taxes		3,952			1,898			4,331			1,912
Net income (loss)	$	(3,284	)	$	3,804		$	(2,842	)	$	4,385
Net income (loss) per share
Basic	$	(0.12	)	$	0.14		$	(0.10	)	$	0.16
Diluted	$	(0.12	)	$	0.14		$	(0.10	)	$	0.16
Weighted average shares outstanding
Basic		27,130			27,077			27,122			27,071
Diluted		27,130			27,106			27,122			27,123

EMERSON REPORTS

EMERSON RADIO CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands)

	September 30, 2007		March 31, 2007(A)
	(Unaudited)
Cash and cash equivalents (includes cash securing bank loans of $3,000)	$	10,406	$	4,851
Accounts receivable		31,199		19,375
Due from affiliates		1,219		24,690
Inventory		61,362		32,463
Deferred tax assets		4,716		5,737
Other current assets		5,541		4,912
Total current assets		114,443		92,028
Property, plant and equipment, net		1,553		2,492
Other assets		5,664		4,888
Total assets	$	121,660	$	99,408
Current liabilities		50,676		24,845
Long-term borrowings		154		651
Other long term debt		42		25
Shareholders’ equity		70,788		73,887
Total liabilities and equity	$	121,660	$	99,408

(A) Reference is made to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007 filed with the Securities and Exchange Commission in June 2007 and amended in July 2007.