8-K

UNITED STATES
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 14, 2011

EMERSON RADIO CORP.

(Exact name of registrant as specified in its 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 name or former address, if changed since last report.)

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:

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 14, 2011, Emerson Radio Corp. (the “Company”) issued a press release regarding its financial results for the period ended September 30, 2011. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such 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.

99.1 — Press Release dated November 14, 2011.

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 L. Davis
	Andrew L. Davis
	Chief Financial Officer

Dated: November 14, 2011

EX-99.1

Exhibit 99.1

NEWS & INFORMATION

FOR:	EMERSON RADIO CORP.
	85 Oxford Drive
	Moonachie, NJ 07074
CONTACT:	Investor Relations:
	Robert Maffei
	Investor Relations Manager
	(973) 428-2098

Monday, November 14, 2011

EMERSON RADIO CORP. REPORTS FISCAL 2012 SECOND QUARTER RESULTS

MOONACHIE, N.J. — November 14, 2011 — Emerson Radio Corp. (NYSE AMEX: MSN) today reported financial results for its second quarter and six month period ended September 30, 2011.

Net revenues for the second quarter of fiscal 2012 were $41.4 million, a decrease of $10.6 million, or 20.4%, from the second quarter of fiscal 2011 net revenues of $52.0 million, principally driven by a decrease in sales of microwave ovens, audio products, toaster ovens and coffee makers, partially offset by increases in sales of compact refrigerators and wine coolers. Net revenues for the six month period of fiscal 2012 were $92.9 million, a decrease of $26.2 million, or 22.0%, from the six month period of fiscal 2011 net revenues of $119.1 million, principally driven by a decrease in sales of microwave ovens, audio products, toaster ovens and wine coolers, partially offset by increases in sales of compact refrigerators.

Operating income for the second quarter of fiscal 2012 was $1.7 million, a decrease of $1.6 million, or 49.0%, from the second quarter of fiscal 2011 operating income of $3.3 million. Operating income for the six month period of fiscal 2012 was $5.5 million, a decrease of $5.2 million, or 48.3%, from the six month period of fiscal 2011 operating income of $10.7 million. The decline in year-over-year operating income for both the second quarter and six month period of fiscal 2012 was driven by the lower year-over-year net sales, higher year-over-year landed product costs as a percent of selling price, and higher year-over-year selling, general and administrative expenses due primarily to an increase in legal fees.

Net income for the second quarter of fiscal 2012 was $1.8 million, a decrease of $1.4 million, or 45.3%, from the second quarter of fiscal 2011 net income of $3.2 million. Net income for the six month period of fiscal 2012 was $5.1 million, a decrease of $4.0 million, or 44.0%, from the six month period of fiscal 2011 net income of $9.1 million, and was aided by a realized gain of $0.8 million recorded in the first quarter of fiscal 2012 on the sale of a marketable security. Diluted earnings per share for the second quarter of fiscal 2012 were $0.06 as compared to $0.12 for the second quarter of fiscal 2011, a decrease of $0.06, or 50.0%. Diluted earnings per share for the six month period of fiscal 2012 were $0.19 as compared to $0.34 for the six month period of fiscal 2011, a decrease of $0.15, or 44.1%.

Duncan Hon, Chief Executive Officer of Emerson Radio, commented “As expected, in the second quarter of fiscal 2012, we saw the continuation of the challenging and highly competitive sales environment that we faced in the first quarter, as well as higher product costs due to the continuing appreciation of the renminbi and increases in costs of production in China. These factors led to the year-over-year declines in net revenues and net income for the second quarter and six month periods. Looking forward, we continue to anticipate that these factors will persist throughout the remainder of the fiscal year. As always, we will remain focused on keeping our costs as low as possible and providing the consumer with the highest level of value in the marketplace on the products we offer.”

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
	September 30,					September 30,
	2011			2010		2011		2010
Net revenues:
Net revenues	$	41,380		$	51,966	$	92,904	$	119,121
Costs and expenses:
Cost of sales		37,005			45,892		82,600		103,415
Other operating costs and expenses		302			712		689		1,011
Selling, general and administrative expenses		2,380			2,045		4,069		3,974
		39,687			48,649		87,358		108,400
Operating income		1,693			3,317		5,546		10,721
Other income (expense):
Interest (expense) income, net		(1	)		4		30		14
Realized gain on sale of marketable security		—			—		828		—
Income before income taxes		1,692			3,321		6,404		10,735
(Benefit) provision for income taxes		(71	)		98		1,304		1,633
Net income		1,763			3,223		5,100		9,102
Net income per share:
Basic		0.06			0.12		0.19		0.34
Diluted		0.06			0.12		0.19		0.34
Weighted average shares outstanding:
Basic		27,130			27,130		27,130		27,130
Diluted		27,130			27,131		27,130		27,131

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

	09/30/11
	(Unaudited)			3/31/2011 (A)
ASSETS
Current Assets:
Cash and cash equivalents	$	31,938		$	39,796
Restricted cash		667			600
Investment in marketable security		—			4,725
Accounts receivable, net		16,264			10,929
Other receivables		1,012			1,413
Due from affiliates		9			—
Inventory, net		25,312			8,515
Prepaid expenses and other current assets		964			549
Deferred tax assets		2,193			2,825
Total current assets		78,359			69,352
Property, plant, and equipment, net		2,754			2,921
Trademarks, net		1,545			1,545
Deferred tax assets		2,080			2,540
Other assets		330			358
Total assets	$	85,068		$	76,716
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term borrowings		—		$	2,466
Current maturities of long-term borrowings		44			46
Accounts payable and other current liabilities		20,676			14,408
Due to affiliates		1			2
Accrued sales returns		1,586			1,199
Income taxes payable		117			196
Total current liabilities		22,424			18,317
Long-term borrowings		117			150
Deferred tax liabilities		162			158
Total liabilities		22,703			18,625
Shareholders’ Equity:
Preferred shares — $.01 par value, 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) income		(82	)		746
Accumulated deficit		(15,953	)		(21,055	)
Treasury stock, at cost, 25,835,965 shares		(24,224	)		(24,224	)
Total shareholders’ equity		62,365			58,091
Total liabilities and shareholders’ equity	$	85,068		$	76,716

(A) Reference is made to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31 2011 filed with the Securities and Exchange Commission on July 14, 2011.