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): February 13, 2009

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 February 13, 2009, Emerson Radio Corp. (the “Company”) issued a press release regarding results for the quarter ended December 31, 2008. 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 December 31, 2008. 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 February 13, 2009, regarding results for the quarter ended December 31, 2008 (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/ Greenfield Pitts
	Name:	Greenfield Pitts
	Title:	Chief Financial Officer

Dated: February 13, 2009

EX-99.1

Exhibit 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) 897-5441	(973) 428-2098
		Brainerd Communicators
		Denise Roche
		(212) 986-6667
		Media Relations:
		Brainerd Communicators, Inc.
		Scott Cianciulli
		(212) 986-6667

Friday, February 13, 2009

EMERSON RADIO CORP. REPORTS FISCAL 2009 THIRD QUARTER RESULTS

PARSIPPANY, N.J. — February 13, 2009 — Emerson Radio Corp. (NYSE Alternext US, LLC: MSN) today reported financial results for its third quarter ended December 31, 2008.

Net revenues for the third quarter of fiscal 2009 were $60.3 million, a decrease of $15.5 million compared to net revenues in the third quarter of fiscal 2008. The decrease in net revenues during the third quarter of fiscal 2009 was primarily due to lower sales of the Company’s traditional audio products and iPod ® accessories, and Mattel ® licensed themed products.

Operating loss for the third quarter of fiscal 2009 was $2.4 million compared to an operating loss of $1.7 million during the third quarter of fiscal 2008. Operating loss for the third quarter increased compared to the

prior year primarily as a result of the lower revenue, coupled with softer margins in the fiscal 2009 third quarter, partially offset by lower SG&A expenses.

Net loss for the third quarter of fiscal 2009 was $2.1 million, or $0.08 per diluted share, compared to a net income of $1.1 million, or $0.04 per diluted share, for the third quarter of fiscal 2008.

“Emerson’s fiscal third quarter results were negatively impacted by the continuing economic downturn and the resulting effect it had on our retail partners who tightened inventory levels to cope with slower sales. Management is mindful that the current economic slowdown may persist for several quarters, and we have taken steps to reduce costs and expenses of our operations, as evidenced by a 24% decline in SG&A and other operating costs in the third quarter of fiscal 2009 as compared to the third quarter of fiscal 2008. In addition, our balance sheet remains strong with almost $16 million in cash and no long-term debt,” said John Spielberger, President of North American Operations. “Looking ahead, we will continue to look at all strategic options to improve efficiencies throughout the organization and further improve operations to better position the Company to drive sales. This includes continuing to redesign products and working with our retail partners to gain shelf space for products with the Emerson brand — a respected name which consumers associate with value and reliability.”

About Emerson Radio Corp.

Emerson Radio Corporation (NYSE Alternext US, LLC: MSN), founded in 1948, is headquartered in Parsippany, N.J. The Company designs, markets and licenses, worldwide, a variety of consumer electronics and home appliances including microwaves and wine coolers, clock radios, full lines of televisions and other video products, and audio and home theater products. For more information, please visit Emerson Radio’s Web site at 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. 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 RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except earnings per share data)

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2008			2007			2008			2007
Net revenues
Net revenues	$	60,247		$	75,543		$	158,434		$	185,969
Net revenues-related party		—			246			15			370
		60,247			75,789			158,449			186,339
Costs and expenses:
Cost of sales		55,724			68,191			141,106			164,832
Cost of sales-related party		—			232			—			232
Other operating costs and expenses		2,063			1,434			4,787			4,778
Selling, general and administrative expenses (exclusive of reimbursement claim-related party)		4,851			7,651			14,475			17,748
Reimbursement claim-related party		—			—			313			—
		62,638			77,508			160,681			187,590
Operating (loss)		(2,391	)		(1,719	)		(2,232	)		(1,251	)
Gain on sale of building		—			—			—			854
Gains on foreign exchange forward contracts		—			515			—			515
Interest income (expense), net		5			(76	)		186			(72	)
Interest income-related party		—			—			—			163
Unrealized holding (losses) on trading securities		(410	)		—			(431	)		—
Realized gains on trading securities		91			—			623			—
(Loss) income before income taxes and minority interest		(2,705	)		(1,280	)		(1,854	)		209
Provision (benefit) for income taxes		(616	)		(2,394	)		610			1,937
Minority interest in loss of consolidated subsidiary		—			—			(133	)		—
Net (loss) income		($2,089	)	$	1,114			($2,331	)		($1,728	)
Net (loss) income per share:
Basic		($0.08	)	$	0.04			($0.09	)		($0.06	)
Diluted		($0.08	)	$	0.04			($0.09	)		($0.06	)
Weighted average shares outstanding:
Basic		27,130			27,130			27,130			27,125
Diluted		27,130			27,136			27,130			27,125

EMERSON RADIO CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands)

	December 31, 2008		March 31, 2008(A)
	(Unaudited)
Cash and cash equivalents	$	15,681	$	14,444
Restricted cash		96		0
Foreign exchange forward contracts		—		134
Accounts receivable (less allowances of $4,325 and $4,148, respectively)		17,031		17,289
Due from affiliates		78		765
Inventory, net		30,363		24,854
Deferred tax assets		4,654		5,412
Other current assets		3,982		4,377
Total current assets		71,885		67,275
Property, plant and equipment, net		1,633		1,902
Investments in marketable securities		7,090		11,948
Other assets		6,948		6,804
Total assets	$	87,556	$	87,929
Current liabilities		25,112		22,978
Long-term borrowings		81		142
Other long term debt		81		57
Minority interest		—		133
Shareholders’ equity		62,282		64,619
Total liabilities and equity	$	87,556	$	87,929

(A) Reference is made to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2008 filed with the Securities and Exchange Commission in July 2008. The Company filed a 10-K/A in July 2008.