-----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, FjyLDU56jLHCdBFXpR0uwTf/6BT7xprxRnNaz7kHPDk8Xnr8PUfC/dE5G7lcqeSi OD+gwLCc9BuDCES0j+/DVQ== 0001125282-06-007157.txt : 20061115 0001125282-06-007157.hdr.sgml : 20061115 20061115084052 ACCESSION NUMBER: 0001125282-06-007157 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061115 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061115 DATE AS OF CHANGE: 20061115 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: 061218047 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 b415775_8k.txt 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, 2006 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) 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) 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] 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, 2006, the Company issued a press release regarding results for the quarter ended September 30, 2006. 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 quarter ended September 30, 2006. 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, 2006, regarding results for the quarter ended September 30, 2006 (Exhibit 99.1 is furnished as part of this Current Report on Form 8-K). 2 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/ John J. Raab ------------------------------- Name: John J. Raab Title: Chief Operating Officer and Senior Executive Vice President Dated: November 15, 2006 3 EX-99.1 2 b415775_ex99-1.txt 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: John D. Florian Robert Maffei Deputy Chief Financial Officer Investor Relations Manager (973) 428-2044 (973) 428-2098 EPOCH Financial Group, Inc. Victor Thompson or Todd Atenhan (888) 917-5105 FOR IMMEDIATE RELEASE --------------------- Wednesday, November 15, 2006 EMERSON RADIO ANNOUNCES $22.0 MILLION INCREASE IN NET REVENUE AND $2.5 MILLION INCREASE IN NET INCOME FOR FISCAL 2007 SECOND QUARTER PARSIPPANY, N.J. - November 15, 2006 - Emerson Radio Corp. (AMEX:MSN) today reported a 28.4% gain in net revenue to $99.6 million for the second quarter of fiscal 2007, compared to $77.6 million in the second quarter of fiscal 2006, and an increase in net income from continuing operations to $3.8 million, or $0.14 per diluted share, for the second quarter of fiscal 2007, compared to net income of $1.3 million, or $0.05 per diluted share, for the same period last year. The revenue increase was driven by an increase in sales of Emerson(R) branded products of $13.6 million, or 26.7%, to $64.6 million from $51.0 million for the second quarter of fiscal 2007 as compared to the same period in fiscal 2006. Included in the second quarter increase were sales of Emerson's newly introduced iPod(R) compatible products, just introduced this year, of $9.1 million and the sales of microwaves totaling $26.2 million in the second quarter as compared to $20.6 for the same period last year. Emerson's themed product sales of $12.7 million represent a decrease of $11.9 million, or 4.8%, as compared to the same period last year. This revenue decrease was the result of lower sales volume of the Nickelodeon (R) themed product category. Licensing revenues decreased slightly to $1.5 million for the second quarter of fiscal 2007 from $2.0 million in the second quarter of fiscal 2006. The decrease for the three month period was primarily due to lower sales volume under Emerson's video licensing agreement. During the second quarter of fiscal 2007, Emerson had promotional item sales totaling $20.8 million. This sales agreement represents a major holiday promotion with one of the Company's major customers, which we expect will result in total net revenues of $32.9 million in fiscal 2007. In addition to this increase in net revenues, this promotional sale resulted in an increase in accounts payable and other current liabilities and accounts receivable of $20.6 million and $20.8 million, respectively, as well as an increase in short term deposits of $28.8 million due to parts and inventory purchases related to this sale. In order to fund these purchases, short term borrowings through Emerson's revolving line of credit increased by $24.0 million for the period ended September 30, 2006. As of the date of this release, the outstanding balances in accounts payable and other current liabilities, accounts receivable, short term deposits and short term borrowings have subsequently been returning to normal seasonal business levels. There were no promotional item sales during fiscal 2006. Cost of sales, as a percentage of net revenues, decreased for the second quarter of fiscal 2007 to 86.8% from 87.8% for the same period of fiscal 2006, and to 86.7% from 86.9% for the six month period of fiscal 2007 compared to the same period of fiscal 2006. Selling, general and administrative expenses increased approximately $237,000, or 4.4%, to $5.6 million in the second quarter of fiscal 2007 as compared to $5.4 million for the same period in fiscal 2006. For the six month period of fiscal 2007, SG&A expenses increased $1.6 million, or 17.4%, to $10.8 million from $9.2 million in fiscal 2006. The six month increases are due primarily to increases in sales commissions and freight costs related to the increase in sales volume, as well as additional advertising expenditures and bad debt expenses, offset by decreases in personnel costs. Mr. Eduard Will, Emerson Radio Corp. President - North American Operations stated, "For the first six months of fiscal 2007 we have experienced significant revenue growth as compared to the same period last year. Moreover, we are executing on plan through the first two quarters of fiscal 2007. Our sales of microwave products increased by over $17 million, representing over a 50% improvement compared to the same period last year. The introduction of Emerson's iPOD(R) accessory products along with the new wine cooler line added nearly $15 million in sales increases as compared to the same period last year. These increases were partially offset by the Nickelodeon (R) themed products category being reduced by over $11 million. On a year-to-year basis, stockholders' equity improved by over 10% to $74.6 million." Mr. Adrian Ma, Chief Executive Officer of Emerson Radio Corp. stated, "Our new west coast distribution center, leased this year and fully operational in June 2006, has had an immediate impact on reducing our logistics operating costs. Specific efforts to reduce our other operating and administrative costs are underway, with savings estimated in the fiscal third and fourth quarters. Focusing on our customer account management and cost containment, we would expect to see a further decrease in operating costs as a percent of sales for fiscal 2007. We will continue to develop and execute business strategies that leverage Grande's and Emerson's combined strengths to drive and deliver a first class worldwide electronics distribution network for branded products. We recently extended our license agreement with Funai through December 2010, and plans to expand our licensing programs for the Emerson(R) and HHScott(R) brands into new categories and geographic areas, are currently in progress. We also continue to exploit the development of potential cross licensing and marketing opportunities with Grande. Our new, revitalized management team is in place, and we believe Emerson Radio is well positioned to execute on these strategies and build shareholder value." Recent Development On November 8, 2006, a subsidiary of Grande Holdings made a proposal to Emerson to sell a 51% interest in Capetronic Group, Ltd., a consumer electronics manufacturer, to an Emerson subsidiary for $108 million. Grande Holdings beneficially owns 50.8% of Emerson's common shares outstanding. Emerson has formed a special committee of independent directors to evaluate the proposal on behalf of the Company. There can be no assurances that Emerson will proceed with and/or complete the transaction or as to what the terms with respect to any such transactions would be, nor can the Company provide a timeline as to when a resolution, if any, may occur. Emerson Radio Corp. (AMEX:MSN), founded in 1948, is headquartered in Parsippany, N.J. The Company designs, markets and licenses, worldwide, full lines of televisions and other video products, microwaves, clocks, radios, audio and home theater products. Emerson's web site is www.emersonradio.com 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 News Release Page 4 EMERSON RADIO CORP. AND SUBSIDIARIES CONSOLIDATED SUMMARY OF OPERATIONS Unaudited (In thousands)
Three Months Ended Six Months Ended September 30 September 30 2006 2005 2006 2005 -------- -------- -------- -------- NET REVENUES $ 99,588 $ 77,576 $154,829 $116,223 COSTS AND EXPENSES: Cost of sales 86,678 68,108 134,518 101,022 Other operating costs and expenses 1,426 1,641 3,025 2,840 Selling, general and administrative expenses (exclusive of non-cash compensation shown below) 5,620 5,383 10,806 9,222 Acquisition costs -- -- 21 -- Non-cash compensation (recovered) (50) 88 55 170 -------- -------- -------- -------- 93,674 75,220 148,425 113,254 -------- -------- -------- -------- OPERATING INCOME 5,914 2,356 6,404 2,969 Interest expense, net 212 199 107 606 -------- -------- -------- -------- INCOME BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS 5,702 2,157 6,297 2,363 Provision for income taxes 1,898 883 1,912 945 -------- -------- -------- -------- INCOME FROM CONTINUING OPERATIONS 3,804 1,274 4,385 1,418 -------- -------- -------- -------- Income from discontinued operations, net of tax -- -- -- 272 Gain on sale of Sport Supply Group, Inc., net of tax -- 12,646 -- 12,646 -------- -------- -------- -------- INCOME FROM DISCONTINUED OPERATIONS -- 12,646 -- 12,918 -------- -------- -------- -------- NET INCOME $ 3,804 $ 13,920 $ 4,385 $ 14,336 ======== ======== ======== ======== BASIC NET INCOME PER SHARE: Continuing operations $ 0.14 $ 0.05 $ 0.16 $ 0.05 Discontinued operations -- 0.47 -- 0.48 -------- -------- -------- -------- $ 0.14 $ 0.52 $ 0.16 $ 0.53 ======== ======== ======== ======== DILUTED NET INCOME PER SHARE: Continuing operations $ 0.14 $ 0.05 $ 0.16 $ 0.05 Discontinued operations -- 0.46 -- 0.48 -------- -------- -------- -------- $ 0.14 $ 0.51 $ 0.16 $ 0.53 ======== ======== ======== ======== WEIGHTED AVERAGE SHARES OUTSTANDING: Basic 27,077 27,048 27,071 27,109 Diluted 27,106 27,177 27,123 27,201
Emerson Radio News Release Page 5 EMERSON RADIO CORP. AND SUBSIDIARIES CONSOLIDATED SUMMARY BALANCE SHEETS (In thousands) September 30, 2006 March 31, 2006 ------------------ -------------- (Unaudited) Cash and cash equivalents $ 7,842 $ 20,517 Accounts receivable 59,493 18,996 Inventory 51,135 33,003 Other current assets 38,847 9,471 -------- -------- Total current assets 157,317 81,987 Property and equipment 2,410 2,500 Other assets 6,413 8,015 -------- -------- Total assets $166,140 $ 92,502 ======== ======== Current liabilities $ 90,849 $ 21,772 Long-term borrowings 655 575 Stockholders' equity 74,636 70,155 -------- -------- Total liabilities and equity $166,140 $ 92,502 ======== ======== -----END PRIVACY-ENHANCED MESSAGE-----