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, 2010

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.)

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 November 15, 2010, Emerson Radio Corp. (the “Company”) issued a press release regarding its results for the three and six months ended September 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 September 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 November 15, 2010, regarding results for the period ended September 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/ Andrew Davis
	Andrew Davis
	Chief Financial Officer

Dated: November 15, 2010

EX-99.1

Exhibit 99.1

Emerson Radio Corp. Reports Fiscal 2011 Second Quarter Results

MOONACHIE, NJ—(Marketwire — November 15, 2010) — Emerson Radio Corp. (NYSE Amex: MSN) today reported financial results for its second quarter and six months ended September 30, 2010.

Net revenues for the second quarter of fiscal 2011 increased slightly to $52.0 million as compared to net revenues in the second quarter of fiscal 2010 of $51.8 million. Our second quarter fiscal 2011 net sales of houseware products, driven by increases in microwave ovens and compact refrigerators, which were partially offset by decreases in toaster ovens and coffee makers, increased by $9.0 million, or 23.3% versus the second quarter of fiscal 2010, and were largely offset by lower year-over-year net sales of audio products and the absence in the current fiscal quarter of themed products sales, which were discontinued in December 2009. Net revenues for the six month period of fiscal 2011 were $119.1 million, an increase of $11.7 million, or 10.9%, over the six month period of fiscal 2010 net revenues of $107.4. Our net sales during the six month period of fiscal 2011 of houseware products, driven by increases in microwave ovens, compact refrigerators and wine coolers, partially offset by decreases in toaster ovens and coffee makers, increased by $25.8 million, or 30.4% over the six month period of fiscal 2010, and were partially offset by lower year-over-year net sales of audio products and the absence during the six month period of fiscal 2011 of themed products sales.

Operating income for the second quarter of fiscal 2011 was $3.3 million as compared to operating income in the first quarter of fiscal 2010 of $3.4 million, a decrease of $0.1 million, or 1.1%. The decrease in second quarter fiscal 2011 operating income over the prior year was driven by higher product-related costs, which were largely offset by lower SG&A expenses. Operating income for the six month period of fiscal 2011 was $10.7 million, an increase of $5.9 million, or 124%, over operating income of $4.8 million for the six month period of fiscal 2010. The increase in operating income for the six month period of fiscal 2011 versus the prior year period was due to the increase in year-over-year net revenues, coupled with a $3.5 million decrease in year-over-year SG&A expenses.

Net income from continuing operations for both the second quarters of fiscal 2011 and fiscal 2010 was $3.2 million, or $0.12 per diluted share. Net income from continuing operations for the six month period of fiscal 2011 was $9.1 million versus $4.4 million for the six month period of fiscal 2010, an increase of $4.7 million, or 108%. Diluted earnings per share for the six month period of fiscal 2011 was $0.34 as compared to $.16 for the six month period of fiscal 2010, an increase of $0.18 per diluted share, or 113%.

Adrian Ma, Chief Executive Officer of Emerson Radio, commented, “During the second fiscal quarter of 2011, our operating income was affected by the anticipated impacts of higher year-over-year factory and freight costs on our profitability, although these increases were almost entirely mitigated by lower year-over-year SG&A expenses. For the balance of fiscal 2011, we anticipate that product-related costs will remain at higher levels than the year ago level, although these impacts should continue for this fiscal year to be tempered by lower year-over-year SG&A expenses. We continue to closely monitor and manage our product lineups, customer relationships and cost structures.”

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				Six Months Ended
	30-Sep				30-Sep
	2010		2009		2010		2009
Net revenues		51,966		51,774		119,121		107,373
Costs and expenses:
Cost of sales		45,892		43,701		103,415		93,304
Other operating costs and expenses		712		1,077		1,011		1,855
Selling, general and administrative expenses		2,045		3,643		3,974		7,432
		48,649		48,421		108,400		102,591
Operating income		3,317		3,353		10,721		4,782
Interest income, net		4		12		14		22
Income from continuing operations before income taxes		3,321		3,365		10,735		4,804
Provision for income taxes		98		144		1,633		422
Income from continuing operations		3,223		3,221		9,102		4,382
Loss from discontinued operations, net of tax benefit		—		—		—		(55	)
Net income		3,223		3,221		9,102		4,327
Basic net income per share
Continuing operations	$	0.12	$	0.12	$	0.34	$	0.16
Discontinued operations		—		—		—		—
Net	$	0.12	$	0.12	$	0.34	$	0.16
Diluted net income (loss) per share
Continuing operations	$	0.12	$	0.12	$	0.34	$	0.16
Discontinued operations		—		—		—		—
Net	$	0.12	$	0.12	$	0.34	$	0.16
Weighted average shares outstanding:
Basic		27,130		27,130		27,130		27,130
Diluted		27,131		27,130		27,131		27,130

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

	30-Jun-10			31-Mar-10
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,608		$	9,969
Restricted cash		2,197			5,083
Accounts receivable, net		20,447			20,350
Other receivables		1,339			1,037
Due from affiliates		86			—
Inventory, net		34,991			10,952
Prepaid expenses and other current assets		529			736
Deferred tax assets		3,346			3,383
Total current assets		65,543			51,510
Property, plant and equipment, net		2,959			3,131
Trademarks and other intangible assets, net		1,545			1,606
Due from affiliates		144			185
Investments in marketable securities		6,031			6,031
Deferred tax assets		5,584			6,588
Other assets		219			205
Total assets	$	82,025		$	69,256
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	5,598		$	5,629
Current maturities of long-term borrowings		17			30
Accounts payable and other current liabilities		24,143			20,776
Due to affiliates		2			28
Accrued sales returns		1,259			957
Income taxes payable		328			174
Total current liabilities		31,347			27,594
Long-term borrowings		104			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		(27,872	)		(36,976	)
Treasury stock - 25,835,965 shares, at cost		(24,224	)		(24,224	)
Total shareholders’ equity		50,446			41,342
Total liabilities and shareholders’ equity	$	82,025		$	69,256

CONTACT:
Investor Relations:
Robert Maffei
Investor Relations Manager
(973) 428-2098