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 2, 2004

EMERSON RADIO CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-25226	22-3285224
(State Or Other	(Commission	(IRS Employer
Jurisdiction Of	File Number)	Identification No.)
Incorporation)

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)

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits
	Item 12. Results of Operations and Financial Condition
SIGNATURE
Press Release

Item 7. Financial Statements and Exhibits.

     (c) Exhibits

As described in Item 12 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit 99.1 – Press release dated August 2, 2004

Item 12. Results of Operations and Financial Condition.

On August 2, 2004, the Company issued a press release regarding results for the quarter ended June 30, 2004. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K and the press release attached hereto are being furnished by the Company pursuant to Item 12 of Form 8-K, insofar as they disclose historical information regarding the Company’s results of operations and financial condition as of, and for the quarter ended June 30, 2004.

In accordance with General Instruction B.6 of Form 8-K, the information in this Current Report on Form 8-K, 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.

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SIGNATURE
 

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

EMERSON RADIO CORP.
By:	/s/ Kenneth A. Corby
	Name:	Kenneth A. Corby
	Title:	Executive Vice President and Chief Financial Officer

Dated: August 2, 2004

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EX-99.1

Exhibit 99.1

NEWS & INFORMATION

FOR:	EMERSON RADIO CORP.
	9 Entin Road
	Parsippany, NJ 07054-0430
CONTACT:	Emerson Radio Corp.    or:	Investor Relations:
	Kenneth A. Corby	Laura Boorn
	Executive Vice President,	Investor Relations Manager
	Chief Financial Officer	(972) 884-2302
	(972) 884-2302

Monday, August 2, 2004

FOR IMMEDIATE RELEASE

EMERSON RADIO ANNOUNCES FISCAL 2005 FIRST QUARTER FINANCIAL RESULTS

CONSOLIDATED REVENUES SURGE 35% DRIVEN BY 51% GROWTH IN CONSUMER ELECTRONICS
SEGMENT AND 12% GROWTH IN SPORTING GOODS SEGMENT

OPERATING INCOME IMPROVES SUBSTANTIALLY IN BOTH SEGMENTS

PARSIPPANY, NJ, August 2, 2004 — Emerson Radio Corp. (AMEX:MSN) today reported consolidated financial results for the quarter ended June 30, 2004 (first quarter fiscal 2005).

Segment Highlights:

In Thousands

	Three Months Ended 6/30/04				Three Months Ended 6/30/03
	Consumer		Sporting		Consumer			Sporting
	Electronics		Goods		Electronics			Goods
Net revenues	$	47,826	$	25,104	$	31,650		$	22,521
Operating income (loss)	$	2,355	$	1,296	$	(305	)	$	274
Net Income (loss)	$	1,174	$	1,237	$	(447	)	$	56

Consumer Electronics Segment — Revenues increase 51%

Net Revenues for the first quarter of fiscal 2005 increased 51.1% to $47.8 million from $31.7 million in the same year ago period attributable to across the board increases in core product sales, themed product sales and licensing revenues. Gross margins increased to 17.6% in the first quarter of fiscal 2005 from 15.9% in the

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Emerson Radio News Release Page 2

same year over year period substantially as a result of improved licensing revenues. Selling, general and administrative expenses (S,G &A) as a percent of revenues declined to 9.6% of revenues from 10.8% in the same year ago period. Such reductions were primarily attributable to revenue volume increases. Operating income and net income improved to $2.4 million and $1.2 million for the three month period compared to a loss of $305,000 and $447,000, respectively, for the same year ago period.

Geoffrey P. Jurick, Chairman & Chief Executive Officer of Emerson Radio, stated, “The consumer electronics segment was favorably impacted by strong revenue increases of core products primarily to our major customers. This was especially evident at Wal-Mart, Target and Kmart as we expanded our market share through the placement of additional products over last year’s assortment while consumer demand rebounded with an improving economy. Combined with the continued introduction of Nickelodeon themed items, product sales overall climbed by $15.4 million to $43.9 million dollars over last year same period levels. Growth of licensing revenues to $4.0 million this period from $3.1 million during the same period last year further substantiates the strength of Emerson’s various existing license programs which are solidly supported through customer demand. Such programs will continue to be an integral aspect of our growth efforts.”

Mr. Jurick continued, “Gross margins improved during the period primarily attributable to strong licensing revenues as gross margins on product sales remained relatively unchanged in a competitive market. SG&A expenses fell to 9.6% of revenues in the first quarter of fiscal 2005 from last year same period 10.8% as revenue levels climbed more in-line with our cost structure. Of course, we continue to scrutinize all expenditures and will continue to seek further cost reductions. As a result of the aforementioned factors, the electronics segment generated solid financial performance as measured by operating income which, for fiscal first quarter 2005, totaled $2.4 million, reversing last year’s loss of $447,000 for the same quarter.”

Sporting Goods Segment – Net Revenues increase 11.5%

Sport Supply Group’s (“SSG”) net revenues improved 11.5% to $25.1 million for the three months ended June 30, 2004 from $22.5 million for the quarter ended June 27, 2003. Gross margins increased to 29.8% from 27.4% as a result of product mix and reduced product procurement costs. SG&A as a percent of revenues declined to 24.6% in the current three month period from 26.2% for the same year ago period attributable to higher net revenues. Operating income and net income improved to $1.3 million and $1.2 million, respectively, in the first quarter of fiscal 2005 from $274,000 and $56,000, respectively, in last fiscal year’s first quarter.

Discussing SSG, Mr. Jurick continued, “We are very encouraged and pleased by SSG’s financial performance. Solid revenue growth is primarily the result of previously implemented sales and marketing efforts and, to a lesser extent, three additional selling days in the period. These efforts also favorably affected gross margins, as did ongoing product procurement improvements. While revenues and margins increased during the quarter, SG&A expenses as a percent of revenues decreased from 26.2% for the quarter ended June 2003 to 24.6% for the quarter ended June 2004. During the prior fiscal year a number of management changes, operational adjustments and cost reductions resulted in the benefits we are now experiencing. These changes are reflected in the improvement in operating income to $1.3 million from last year’s $274,000.”

Consolidated Results

Kenneth A. Corby, Executive Vice President & Chief Financial Officer stated, “On a consolidated basis, June 2004 quarter revenue growth of 35% exceeded our expectations resulting in consolidated revenues of $72.9 million. The growth in net revenues was matched by reductions in cost of goods sold, SG &A expenses as a percentage of revenues as well as other costs. Margins benefited from various initiatives ultimately yielding

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Emerson Radio News Release Page 3

operating income of 5% or $3.7 million compared to a loss in the same year ago three month period. Furthermore, cash flow continued to benefit due to the application of substantial tax net operating losses in both segments.”

“From a balance sheet perspective, additional working capital requirements necessary to accomplish such revenue growth, to meet customers’ continued just in time stocking programs and to match seasonal selling needs resulted in higher consolidated inventory levels on a year over year basis. However, strict resource management resulted in improved inventory turnover and improved days sales outstanding (DSO) on a year over year basis.”

Mr. Jurick concluded, “We continue to operate in a strongly competitive environment in both our sporting goods and consumer electronics segments accompanied by margin pressures. Based on currently available information, we believe our September 2004 quarter revenues will improve by approximately 10% over the same period last year thus marking the third consecutive quarter of revenue growth.”

This press release other than the historical information, consists of “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995) which are identified by the use of words such as “believes”, “expects”, “projects”, and similar expressions. While these statements reflect the Company’s current beliefs and are based on assumptions that the Company believes are reasonable, they are subject to uncertainties and risks that could cause actual results to differ materially from anticipated results. These risks and uncertainties are detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including the Company’s reports on Form 10-K, 10-Q and 8-K.

EMERSON RADIO CORP., founded in 1948, is headquartered in Parsippany, N.J. The Company designs, markets and licenses, throughout the world, full lines of televisions, and other video products, microwave ovens, clocks, radios, audio and home theater products. Its 53.2% owned subsidiary, Sport Supply Group, Inc. (OTC:SSPY) is a direct marketer of sports-related equipment and leisure products to the institutional market, including schools, colleges, universities, government agencies, military facilities, athletic clubs, athletic teams and dealers, youth sports leagues and recreational organizations. Emerson’s web site is www.emersonradio.com.

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Emerson Radio News Release Page 4

EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED SUMMARY OF OPERATIONS
Unaudited
(In thousands)

	Three Months Ended
	June 30			June 30
	2004			2003
Net revenues	$	72,930		$	54,171
Costs and expenses:
Cost of sales		57,034			42,967
Other operating costs and expenses		1,553			1,256
Selling, general & administrative expenses		10,463			9,318
Acquisition costs		(71	)		643
Stock based costs		—			18
		69,279			54,202
Operating income (loss)		3,651			(31	)
Interest expense, net		294			422
Minority interest in net income of consolidated subsidiary		(606	)		(54	)
Income (loss) before income taxes and discontinued operations		2,751			(507	)
Provision (benefit) for income taxes		946			(67	)
Income (loss) from continuing operations		1,805			(440	)
Loss from discontinued operations, net of tax		—			(5	)
Net income (loss)	$	1,805		$	(445	)
Basic net income (loss) per share
Continuing operations	$	0.07		$	(0.02	)
Discontinued operations	$	—		$	—
	$	0.07		$	(0.02	)
Diluted net income (loss) per share
Continuing operations	$	0.07		$	(0.02	)
Discontinued operations	$	—		$	—
	$	0.07		$	(0.02	)
Weighted shares outstanding
Basic		26,630			27,416
Diluted		27,261			27,416

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Emerson Radio News Release Page 5

EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED SUMMARY BALANCE SHEETS
(In thousands)

	June 30,		March 31,
	2004		2004
	(Unaudited)
Cash and cash equivalents	$	4,073	$	6,369
Accounts receivable		23,921		19,948
Inventory		54,905		46,997
Other current assets		15,436		14,052
Total current assets		98,335		87,366
Property and equipment		7,512		7,822
Other assets		22,087		23,481
Total assets	$	127,934	$	118,669
Current liabilities	$	40,794	$	40,637
Long-term borrowings		21,728		15,027
Minority interest		16,399		15,793
Stockholders’ equity		49,013		47,212
Total liabilities and equity	$	127,934	$	118,669

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