-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D88dE87fc0UQ9lcBfpt6exADDJPzXn+mIOiBRxvv+CDepxhfE2ni33L1OcUrhl8E j351X5lBUnnKKgk0dvvh+Q== 0001125282-04-005799.txt : 20041117 0001125282-04-005799.hdr.sgml : 20041117 20041117145323 ACCESSION NUMBER: 0001125282-04-005799 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041115 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041117 DATE AS OF CHANGE: 20041117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMERSON RADIO CORP CENTRAL INDEX KEY: 0000032621 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 223285224 STATE OF INCORPORATION: DE FISCAL YEAR END: 0402 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07731 FILM NUMBER: 041151964 BUSINESS ADDRESS: STREET 1: NINE ENTIN RD STREET 2: PO BOX 430 CITY: PARSIPPANY STATE: NJ ZIP: 07054-0430 BUSINESS PHONE: 9738845800 MAIL ADDRESS: STREET 1: NINE ENTIN RD CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: MAJOR ELECTRONICS CORP DATE OF NAME CHANGE: 19770921 8-K 1 b402422_8k.txt CURRENT REPORT 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, 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 Incorporation) File Number) 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) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 15, 2004, Emerson Radio Corp. (the "Registrant") issued a press release regarding results for the quarter ended September 30, 2004. 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 is being furnished pursuant to Item 2.02 of Form 8-K, insofar as it discloses historical information regarding the Registrant's results of operations and financial condition as of, and for the quarter ended September 30, 2004. In accordance with General Instructions B.2 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. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits As described above, the following Exhibit is furnished as part of this Current Report on Form 8-K: Exhibit 99.1 - Press release dated November 15, 2004 -2- 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/ Guy A. Paglinco --------------------------------------------- Name: Guy A. Paglinco Title: Vice President and Chief Financial Officer Dated: November 15, 2004 -3- EX-99.1 2 b402422ex99_1.txt PRESS RELEASE EXHIBIT 99.1 [EMERSON LOGO] - -------------------------------------------------------------------------------- NEWS & INFORMATION - -------------------------------------------------------------------------------- FOR: EMERSON RADIO CORP 9 Entin Road Parsippany, NJ 07054-0430 CONTACT: EMERSON RADIO CORP. OR: INVESTOR RELATIONS: Guy A. Paglinco Laura Boorn Vice President, Investor Relations Manager Chief Financial Officer (972) 884-2302 (973) 428-2085 EPOCH FINANCIAL GROUP, INC. Victor Thompson or Todd Atenhan (888) 917-5105 Monday, November 15, 2004 FOR IMMEDIATE RELEASE --------------------- EMERSON RADIO ANNOUNCES FISCAL 2005 SECOND QUARTER FINANCIAL RESULTS CONSOLIDATED REVENUES INCREASE FOR THIRD CONSECUTIVE QUARTER LICENSING REVENUES INCREASES 31.9% AND 28.9% FOR THREE AND SIX MONTH PERIODS SPORTING GOODS SEGMENT REPORTS SIGNIFICANTLY IMPROVED THREE AND SIX MONTH RESULTS PARSIPPANY, NJ, November 15, 2004 -- Emerson Radio Corp. (AMEX:MSN) today reported consolidated financial results for the quarter ended September 30, 2004 (second quarter of fiscal 2005). SEGMENT HIGHLIGHTS:
Three Months Ended Three Months Ended In Thousands September 30, 2004 September 30, 2003 ------------------ ------------------ Consumer Sporting Consumer Sporting Electronics Goods Electronics Goods ----------- ----- ----------- ----- Net revenues $ 59,880 $ 23,249 $ 56,440 $ 22,433 Operating income (loss) $ 1,625 $ 1,002 $ 2,255 $ (168) Net Income (loss) $ 511 $ 950 $ 894 $ (349)
(more) -1- Emerson Radio News Release Page 2
Six Months Ended Six Months Ended September 30, 2004 September 30, 2003 ------------------ ------------------ Consumer Sporting Consumer Sporting Electronics Goods Electronics Goods ----------- ----- ----------- ----- Net revenues $107,706 $ 48,353 $ 88,090 $ 44,954 Operating income $ 3,980 $ 2,298 $ 1,950 $ 106 Net Income $ 1,685 $ 2,187 $ 447 $ (293)
CONSUMER ELECTRONICS SEGMENT - REVENUES INCREASE 6% DESPITE RECEIVING DELAYS IN WEST COAST PORTS Net Revenues for the second quarter of fiscal 2005 increased 6.1% to $59.9 million from $56.4 million for the second quarter of fiscal 2004 and to $107.7 million for the six month period ended September 30, 2004 from $88.1 million, a 22.3% increase from the prior year ended. The increases in net revenues were the result of increases in orders from our primary customers and the expansion of our customer base. Gross margins increased to 14.8% from 13.1% and to 16.1% from 14.1% for the three and six months ended September 2004 as compared to the same periods in the prior year. Increased margins in both periods were the result of sales of higher margin products and increased licensing revenues, which increased $655,000, or 31.9%, to $2.7 million for the second quarter of fiscal 2005 and $1.5 million, or 28.9%, to $6.7 million on a year-to-date basis for fiscal 2005 as compared to the same periods in fiscal 2004. Operating income for the three and six month periods ended September 30, 2004 was reduced by a non-cash charge in the amount of $1.6 million related to the exercise of certain options and the issuance of warrants. Operating income for the second quarter of fiscal 2005 was $1.6 million as compared to $2.3 million in the same period in the prior year, and increased to $4.0 million from $2.0 million for the six months ended September 30, 2004 as compared to the same six month period in the prior year. Geoffrey P. Jurick, Chairman & Chief Executive Officer of Emerson Radio, stated, "While delays in receiving products due to West Coast Port slow-downs and various retailers' preferences for just in time stocking programs caused revenues to shift from the September 2004 quarter into the following quarter, we were pleased to record a substantial increase in revenues on a year-to-date basis over that of the prior year. Our revenue increases were the result of strong core products sales to our traditional customer base as well as successful expansion to new accounts. We are also experiencing continued strong growth for Emerson branded product categories by our licensing partners." Mr. Jurick continued, "Gross margins improved for both the quarter and on a year-to-date basis due to increases in our gross margins on product sales and strong licensing revenues The increase in our S,G &A costs is primarily attributable to various business development programs. While our consumer electronic business turned in a strong quarter, operating income was reduced as a result of a non-cash charge of $1.6 million related to the exercises of certain options and the issuance of warrants. The non-cash charge resulted mainly from the exercises of options and is not expected to re-occur in the future. As a result of the aforementioned factors, the electronics segment has generated a solid financial performance for the first six months of fiscal 2005 as measured by net income which totaled $1.7 million, as compared to net income of $447,000 for the first six months of fiscal 2004." (more) -2- Emerson Radio News Release Page 3 SPORTING GOODS SEGMENT - NET INCOME INCREASES $1.3 MILLION FOR THE QUARTER Sport Supply Group's ("SSG") net revenues improved 3.6% to $23.2 million for the fiscal 2005 September quarter from $22.4 million for the fiscal 2004 September quarter, and by 7.6% on a year-to-date basis to $48.4 million from $45.0 million for the comparable period of fiscal 2004. SSG's gross margins increased to 29.0% for the fiscal 2005 September quarter from 27.0% for the fiscal 2004 September quarter and to 29.4% for the first six months of fiscal 2005 from 27.2% for the comparable period of fiscal 2004 mainly due to pricing improvements. Operating income and net income improved to $1.0 million and $950,000, respectively, in the second quarter of fiscal 2005 from losses of $168,000 and $349,000, respectively, for the second quarter of fiscal 2004. On a year-to date basis for fiscal 2005, operating income and net income improved to $2.3 million and $2.2 million, respectively, as compared to $106,000 and a loss of $293,000 for fiscal 2004. Discussing SSG, Mr. Jurick continued, "We are very pleased with the results of our turnaround efforts initiated in September 2003. Our plan envisioned returning SSG to profitability by increasing revenues and gross profit margins while simultaneously reducing our operating expenses as a percentage of our revenues. During the first six months of fiscal 2005, our plan for SSG has been executed as envisioned." CONSOLIDATED RESULTS As a result of the above noted segment results, consolidated net revenues for the three and six months ended September 30, 2004 increased by 5.4% to $83.1 million from $78.9 million , and by 17.3% to $156.1 million from $133.0 million, respectively, as compared to the same periods in fiscal 2004. Consolidated gross margins for the three and six months ended September 30, 2004 increased to 18.8% from 17.0% and to 20.2% from 18.5%, respectively, as compared to the same periods in fiscal 2004. Discussing the consolidated results, Mr. Jurick continued, "From a balance sheet perspective, additional working capital requirements necessary to meet customers' continued just in time stocking programs and seasonal selling needs in the consumer electronics segment, resulted in higher consolidated inventory levels on a year over year basis. The increases in inventory and receivables balances are consistent with expectations, and should decline to lower levels upon completion of the holiday selling season. While working capital has been utilized for seasonal activity, the company has ample liquidity to fund all of its cash requirements." Mr. Jurick stated, "Emerson's consolidated results for the September 2004 quarter and on a six month basis reflected solid performances in both segments. The Consumer Electronics segment continues to make advancements with its existing and developing customers, expansion of its product lineup, and strong licensing revenue growth from Emerson's licensing partners. Our Sporting Goods Segment is executing very well by increasing revenue and margins while reducing its costs. As a result of the above factors, the consolidated net income and diluted net income per share were $989,000 and $0.04 per share, respectively, for the second quarter of fiscal 2005 and $2.8 million and $0.10 per share, respectively, for the six month period ended September 30, 2004 (both reported results being net of the above mentioned stock based costs of $1.2 million after tax provisions, or $0.04 per share.)." (more) -3- Emerson Radio News Release Page 4 Mr. Jurick concluded, "While we continue to operate in competitive environments in both our sporting goods and consumer electronics segments, we are confidently expecting further revenue growth. Based upon our fiscal year-to-date results and the progress we are experiencing in our various programs, including the increasing interest in our Nickelodeon line, we believe our consolidated December 2004 quarter revenues will improve in excess of 20% over the same period last year thus marking the fourth 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. (More - Table) -4- Emerson Radio News Release Page 5 EMERSON RADIO CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED (IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended Six Months Ended ------------------ ---------------- September 30, September 30, September 30, September 30, 2004 2003 2004 2003 ---- ---- ---- ---- NET REVENUES $ 83,129 $ 78,873 $ 156,059 $ 133,044 --------- --------- --------- --------- COSTS AND EXPENSES: Cost of sales 67,495 65,422 124,529 108,389 Other operating costs and expenses 1,377 1,293 2,930 2,549 Selling, general and administrative expenses 10,171 10,081 20,934 19,399 Acquisition costs (104) (29) (175) 614 Stock based costs 1,563 19 1,563 37 --------- --------- --------- --------- 80,502 76,786 149,781 130,988 --------- --------- --------- --------- OPERATING INCOME 2,627 2,087 6,278 2,056 Interest expense, net (381) (400) (675) (822) Minority interest in net (income) loss of consolidated subsidiary (472) 136 (1,078) 82 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS 1,774 1,823 4,525 1,316 Provision (benefit) for income taxes 785 1,042 1,731 975 --------- --------- --------- --------- INCOME FROM CONTINUING OPERATIONS 989 781 2,794 341 LOSS from discontinued operations, net of tax -- (100) -- (105) --------- --------- --------- --------- NET INCOME $ 989 681 $ 2,794 $ 236 ========= ========= ========= ========= BASIC NET INCOME (LOSS) PER SHARE Continuing operations $ 0.04 0.03 0.10 $ 0.01 Discontinued operations -- (0.01) -- -- --------- --------- --------- --------- $ 0.04 $ 0.02 $ 0.10 $ 0.01 ========= ========= ========= ========= DILUTED NET INCOME (LOSS) PER SHARE Continuing operations $ 0.04 0.03 0.10 $ 0.01 Discontinued operations -- (0.01) -- -- --------- --------- --------- --------- $ 0.04 $ 0.02 $ 0.10 $ 0.01 ========= ========= ========= ========= WEIGHTED AVERAGE SHARES OUTSTANDING Basic 27,076 27,560 26,855 27,488 Diluted 27,218 28,428 27,242 28,458
-5- Emerson Radio News Release Page 6 EMERSON RADIO CORP. AND SUBSIDIARIES CONSOLIDATED SUMMARY BALANCE SHEETS UNAUDITED (IN THOUSANDS)
September 30, March 31, 2004 2004 ------------- --------- Cash and cash equivalents $ 5,078 $ 6,369 Accounts receivable 37,733 19,948 Inventory 59,665 46,997 Other current assets 17,306 14,052 -------- -------- TOTAL CURRENT ASSETS 119,782 87,366 Property and equipment 7,405 7,822 Other assets 21,912 23,481 -------- -------- TOTAL ASSETS $149,099 $118,669 -------- -------- Current liabilities $ 76,171 $ 40,637 Long-term borrowings 4,492 15,027 Minority interest 16,872 15,793 Stockholders' equity 51,564 47,212 -------- -------- TOTAL LIABILITIES AND EQUITY $149,099 $118,669 -------- --------
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