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): August 16, 2010

EMERSON RADIO CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-07731	22-3285224
(State or Other	(Commission	(IRS Employer
Jurisdiction of	File Number)	Identification No.)
Incorporation)

85 Oxford Drive, Moonachie, New Jersey	07074
(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 August 16, 2010, Emerson Radio Corp. (the “Company”) issued a press release regarding its results for the three months ended June 30, 2010. 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 period ended June 30, 2010. 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 August 16, 2010, regarding results for the period ended June 30, 2010 (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
	Greenfield Pitts
	Chief Financial Officer

Dated: August 16, 2010

EX-99.1

Exhibit 99.1

NEWS & INFORMATION

FOR:	EMERSON RADIO CORP.
	85 Oxford Drive
	Moonachie, NJ 07074
CONTACT:	Emerson Radio Corp.          or:	Investor Relations:
	Greenfield Pitts	Robert Maffei
	Chief Financial Officer	Investor Relations Manager
	(212) 897-5441	(973) 428-2098

Monday, August 16, 2010

EMERSON RADIO CORP. REPORTS FISCAL 2011 FIRST QUARTER RESULTS

MOONACHIE, N.J. — August 16, 2010 — Emerson Radio Corp. (NYSE AMEX: MSN) today reported financial results for its first quarter ended June 30, 2010.

Net revenues for the first quarter of fiscal 2011 increased $11.6 million, or 20.8%, to $67.2 million as compared to net revenues in the first quarter of fiscal 2010 of $55.6 million. The increase in net revenues for the first quarter of fiscal 2011 as compared to the prior year was due to higher houseware product sales, primarily microwave ovens and compact refrigerators, partially offset by decreased sales of audio products.

Operating income for the first quarter of fiscal 2011 was $7.4 million as compared to operating income in the first quarter of fiscal 2010 of $1.4 million, an increase of $6.0 million, or 418%. The increase in first quarter fiscal 2011 operating income over the prior year was driven by the increase in net revenues and lower selling, general and administrative expenses.

Net income from continuing operations for the first quarter of fiscal 2011 was $5.9 million as compared to $1.2 million for the first quarter of fiscal 2010, an increase of $4.7 million, or 406%. Diluted earnings per share for the first quarter of fiscal 2011 were $0.22 as compared to $.04 for the first quarter of fiscal 2010, an increase of $0.18 per diluted share, or 450%.

Greenfield Pitts, Executive Vice President and Chief Financial Officer of Emerson Radio, commented “We are pleased to begin fiscal 2011 with a strong first quarter financial result, which built upon the successes we achieved in fiscal 2010 and reflected higher houseware product sales, primarily microwave ovens and compact refrigerators, coupled with lower SG&A expenses; however, looking forward, we anticipate a much more challenging operating environment during the remainder of the fiscal year due to factory price increases on the products we import from China, higher freight rates to ship these products and a strengthening Chinese Renminbi, all of which could negatively impact our bottom line. We are managing these issues accordingly, and as we do so, will remain focused on generating profitable revenue streams, maintaining our strong customer and supplier relationships and keeping a tight control over expenses.”

About Emerson Radio Corp.

Emerson Radio Corporation (NYSE AMEX: MSN), founded in 1948, is headquartered in Moonachie, N.J. The Company designs, sources, imports and markets a variety of houseware and consumer electronic products, and licenses its trademarks to others on a worldwide basis for a variety of 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
	June 30
	2010		2009
Net revenues	$	67,155	$	55,599
Costs and expenses:
Cost of sales		57,523		49,603
Other operating costs and expenses		299		778
Selling, general and administrative expenses		1,929		3,789
		59,751		54,170
Operating income		7,404		1,429
Interest income, net		10		10
Income from continuing operations before income taxes		7,414		1,439
Provision for income taxes		1,535		278
Income from continuing operations		5,879		1,161
Loss from discontinued operations, net of tax benefit		—		55
Net income	$	5,879	$	1,106
Basic net income per share
Continuing operations	$	0.22	$	0.04
Discontinued operations		—		—
Net	$	0.22	$	0.04
Diluted net income (loss) per share
Continuing operations	$	0.22	$	0.04
Discontinued operations		—		—
Net	$	0.22	$	0.04
Weighted average shares outstanding:
Basic		27,130		27,130
Diluted		27,131		27,130

EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share data)

	June 30, 2010			March 31, 2010
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	7,314		$	9,969
Restricted cash		2,496			5,083
Accounts receivable, net		35,626			20,350
Other receivables		1,120			1,037
Due from affiliates		75			—
Inventory, net		29,055			10,952
Prepaid expenses and other current assets		534			736
Deferred tax assets		3,500			3,383
Total current assets		79,720			51,510
Property, plant and equipment, net		3,047			3,131
Trademarks and other intangible assets, net		1,576			1,606
Due from affiliates		144			185
Investments in marketable securities		6,031			6,031
Deferred tax assets		5,289			6,588
Other assets		203			205
Total assets	$	96,010		$	69,256
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	5,625		$	5,629
Current maturities of long-term borrowings		25			30
Accounts payable and other current liabilities		41,476			20,776
Due to affiliates		36			28
Accrued sales returns		1,118			957
Income taxes payable		250			174
Total current liabilities		48,530			27,594
Long-term borrowings		128			201
Deferred tax liabilities		128			119
Shareholders’ equity:
Preferred shares - 10,000,000 shares authorized; 3,677 shares issued and outstanding; liquidation preference of
$3,677,000		3,310			3,310
Common shares — $.01 par value, 75,000,000 shares authorized; 52,965,797 shares issued and 27,129,832 shares outstanding		529			529
Capital in excess of par value		98,785			98,785
Accumulated other comprehensive losses		(82	)		(82	)
Accumulated deficit		(31,094	)		(36,976	)
Treasury stock - 25,835,965 shares, at cost		(24,224	)		(24,224	)
Total shareholders’ equity		47,224			41,342
Total liabilities and shareholders’ equity	$	96,010		$	69,256