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): July 13, 2012

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.)

3 University Plaza, Suite 405, Hackensack, New Jersey 07601

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (973) 884-5800

85 Oxford Drive, Moonachie, New Jersey, 07074

(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:

¨ 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 July 13, 2012, Emerson Radio Corp. (the “Company”) issued a press release regarding its financial results for the fiscal year and quarter ended March 31, 2012. 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 July 13, 2012.

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: July 13, 2012

EX-99.1

Exhibit 99.1

NEWS & INFORMATION

FOR:	EMERSON RADIO CORP.
	3 University Plaza, suite 405
	Hackensack, NJ 07601
CONTACT:	Investor Relations:
	Barry Smith
	Investor Relations Manager
	(973) 428-2004

Friday, July 13, 2012

EMERSON RADIO CORP. REPORTS FULL YEAR FISCAL 2012 AND FOURTH QUARTER FISCAL 2012 RESULTS

HACKENSACK, N.J. – July 13, 2012 – Emerson Radio Corp. (NYSE MKT: MSN) today reported financial results for its full year and fourth quarter ended March 31, 2012.

Net revenues for fiscal year 2012 were $163.3 million, a decrease of $37.5 million, or 18.7%, as compared to fiscal year 2011 net revenues of $200.8 million. The decline in year-over-year net revenues was driven by a $31.6 million, or 17.7%, decline in net sales of houseware products, which was the result of lower year-over-year sales of microwave ovens (due primarily to the discontinuation of one model by one of the Company’s largest retail customers beginning in December 2010), toaster ovens, wine coolers and coffee makers, partly offset by higher year-over-year net sales of compact refrigerators, and a $5.0 million, or 32.2%, decline in net sales of audio products. Licensing revenues for fiscal year 2012 were $6.3 million, a $1.0 million, or 14.2% decrease from the $7.3 million of licensing revenues for the fiscal year 2011 due to lower year-over-year sales by the Company’s licensees of branded products under license from the Company and fewer active licensees during fiscal 2012 as compared to fiscal 2011.

Net revenues for the fourth quarter of fiscal 2012 decreased by $14.2 million, or 34.6%, to $26.9 million as compared to net revenues in the fourth quarter of fiscal 2011 of $41.1 million. The decline in year-over-year net revenues for the fourth fiscal quarter was driven primarily by a $13.3 million, or 36.4%, decline in net sales of houseware products, which was the result of lower year-over-year net sales in all product categories, and a $0.5 million, or 18.1%, decline in net sales of audio products. Licensing revenues for the fourth quarter of fiscal 2012 were $1.5 million, a $0.5 million, or 23.8%, decrease from the $2.0 million of licensing revenue for the fourth quarter of fiscal 2011 due to lower year-over-year sales by the Company’s licensees of branded products under license from the Company.

Operating income for the fiscal year 2012 was $11.9 million, a decrease of $7.0 million, or 37.2%, from operating income of $18.9 million for fiscal year 2011 due primarily to a combination of lower net revenues, higher product costs as a percent of net revenues and higher SG&A expenses. Operating income for the fourth quarter of fiscal 2012 was $1.9 million, as compared to operating income in the fourth quarter of fiscal 2011 of $3.2 million, a decrease of $1.3 million, or 42.0%, due to lower net revenues and higher SG&A expenses.

Net income for fiscal year 2012 was $10.6 million, as compared to $15.9 million for fiscal year 2011, a decrease of $5.3 million, or 33.2%. Diluted earnings per share for fiscal year 2012 were $0.39, as compared to $0.59 for fiscal year 2011, a decrease of $0.20 per diluted share, or 33.9%. Net income for the fourth quarter of fiscal 2012 was $2.4 million, as compared to $2.6 million for the fourth quarter of fiscal 2011, which included a one-time $1.8 million gain on a settlement of litigation. Diluted earnings per share for the fourth quarter of fiscal 2012 were $0.09, as compared to $0.10 for the fourth quarter of fiscal 2011, a decrease of $0.01, or 10.0%.

Duncan Hon, Chief Executive Officer of Emerson Radio, commented “Our fiscal year 2012 performance was disappointing and a direct result of both the challenging and highly competitive sales environment within which we operate and higher year-over-year product costs that result from the continuing appreciation of the renminbi and increases in costs of production in China. Looking forward, we anticipate that these factors are likely to persist throughout fiscal year 2013.”

About Emerson Radio Corp.

Emerson Radio Corp. (NYSE MKT: MSN), incorporated in 1994, is headquartered in Hackensack, 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

(In thousands, except earnings per share data)

	Three Months Ended					Twelve Months Ended
	March 31,					March 31,
	2012			2011		2012		2011
Net revenues:
Net product sales		25,385			39,166		156,975		193,530
Licensing revenue		1,511			1,983		6,276		7,311
Net revenues	$	26,896		$	41,149	$	163,251	$	200,841
Costs and expenses:
Cost of sales		23,013			36,425		142,270		172,917
Other operating costs and expenses		357			58		1,352		1,636
Selling, general and administrative expenses		1,670			1,464		7,764		7,383
		25,040			37,947		151,386		181,936
Operating income		1,856			3,202		11,865		18,905
Other income:
Gain on settlement of litigation		—			1,806		—		1,806
Realized gain on sale of marketable securities		—			—		828		966
Gain on sale of building		—			—		347		—
Interest income, net		30			8		70		32
Income before income taxes		1,886			5,016		13,110		21,709
Provision (benefit) for income taxes		(477	)		2,384		2,476		5,791
Net income	$	2,363		$	2,632	$	10,634	$	15,918
Basic net income per share:		0.09			0.10		0.39		0.59
Diluted net income per share:		0.09			0.10		0.39		0.59
Weighted average shares outstanding:
Basic		27,130			27,130		27,130		27,130
Diluted		27,130			27,130		27,130		27,130

EMERSON RADIO CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands except share data)

	31-Mar-12			31-Mar-11
ASSETS
Current Assets:
Cash and cash equivalents	$	44,960		$	39,796
Restricted cash		215			600
Accounts receivable, net		12,134			10,929
Other receivables		1,193			1,413
Due from affiliates		1			—
Inventory, net		11,269			8,515
Prepaid expenses and other current assets		2,873			549
Investments in marketable securities		—			4,725
Deferred tax assets		2,304			2,825
Total Current Assets		74,949			69,352
Property, plant, and equipment, net		260			2,921
Trademarks, net		1,545			1,545
Deferred tax assets		1,668			2,540
Other assets		262			358
Total Assets	$	78,684		$	76,716
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term borrowings		—		$	2,466
Current maturities of long-term borrowings		64			46
Accounts payable and other current liabilities		9,152			14,408
Due to affiliates		11			2
Accrued sales returns		1,201			1,199
Income taxes payable		107			196
Total Current Liabilities		10,535			18,317
Long-term borrowings		72			150
Deferred tax liabilities		177			158
Total Liabilities		10,784			18,625
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 — $0.01 par value, 75,000,000 shares authorized; 52,965,797 shares issued and 27,129,832 shares outstanding at March 31, 2012 and March 31, 2011, respectively		529			529
Capital in excess of par value		98,785			98,785
Accumulated other comprehensive (losses) income		(82	)		746
Accumulated deficit		(10,418	)		(21,055	)
Treasury stock, at cost, 25,835,965 shares		(24,224	)		(24,224	)
Total Shareholders’ Equity		67,900			58,091
Total Liabilities and Shareholders’ Equity	$	78,684		$	76,716