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 19, 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

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:

¨ 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 19, 2012, Emerson Radio Corp. (the “Company”) issued a press release regarding its financial results for the period ended September 30, 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 November 19, 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: November 19, 2012

EX-99.1

Exhibit 99.1

SOURCE: Emerson Radio Corp.

Nov 19, 2012 16:40 ET

Emerson Radio Corp. Reports Fiscal 2013 Second Quarter Results

HACKENSACK, NJ—(Marketwire – November 19, 2012) – Emerson Radio Corp. (NYSE MKT: MSN) today reported financial results for its second quarter and six month period ended September 30, 2012.

Net revenues for the second quarter of fiscal 2013 were $34.7 million, a decrease of $6.7 million, or 16.1%, as compared to the second quarter of fiscal 2012 net revenues of $41.4 million. The decline in year-over-year net revenues was driven by lower year-over-year net product sales, partly offset by higher year-over-year licensing revenues.

Net product sales for the second quarter of fiscal 2013 were $32.3 million, as compared to $40.2 million for the second quarter of fiscal 2012, a decrease of $7.9 million, or 19.7%. The lower year-over-year net product sales were driven by a $5.9 million, or 15.9%, decline in net sales of houseware products, which was the result of lower year-over-year sales of all product offerings within the category, and a $1.9 million, or 67.5%, decline in net sales of audio products, due to lower year-over-year sales of all product offerings within the category.

Licensing revenue in the second quarter of fiscal 2013 was $2.4 million, as compared to $1.2 million in the second quarter of fiscal 2012, an increase of $1.2 million, or 107.2%. The higher year-over-year licensing revenue was the result of approximately $1.3 million of higher year-over-year licensing revenue earned from the Company’s largest licensee because the licensee met its annual minimum royalty payment obligation during the second quarter of the Company’s fiscal year 2013, as compared to the prior year, when the licensee met its annual minimum royalty payment obligation during the third quarter or the Company’s fiscal year 2012, partly offset by lower aggregate year-over-year licensing revenues earned by the Company from its other active licensees due to a lower year-over-year number of licensees.

Net revenues for the six month period of fiscal 2013 were $80.7 million, a decrease of $12.2 million, or 13.1%, as compared to the six month period of fiscal 2012 net revenues of $92.9 million. The decline in year-over-year net revenues was driven by lower year-over-year net product sales, partly offset by higher year-over-year licensing revenues.

Net product sales for the six month period of fiscal 2013 were $77.2 million, as compared to $90.3 million for the first half period of fiscal 2012, a decrease of $13.1 million, or 14.6%. The lower year-over-year net product sales were driven by a $9.5 million, or 11.2%, decline in net sales of houseware products, which was the result of lower year-over-year sales of all product offerings within the category, and a $3.6 million, or 64.1%, decline in net sales of audio products, due to lower year-over-year sales of all product offerings within the category.

Licensing revenue in the six month period of fiscal 2013 was $3.6 million, as compared to $2.6 million in the six month period of fiscal 2012, an increase of $1.0 million, or 37.2%. The higher year-over-year licensing revenue was the result of approximately $1.3 million of higher year-over-year licensing revenue earned from the Company’s largest licensee because the licensee met its annual minimum royalty payment obligation during the second quarter of the Company’s fiscal year 2013, as compared to the prior year, when the licensee met its annual minimum royalty payment obligation during the third quarter of the Company’s fiscal year 2012, partly offset by lower aggregate year-over-year licensing revenues earned by the Company from its other active licensees due to a lower year-over-year number of licensees.

Operating income for the second quarter of fiscal year 2013 was $2.2 million, an increase of $0.5 million, or 27.8%, from operating income of $1.7 million for the second quarter of fiscal year 2012, due to the higher year-over-year licensing revenue, lower year-over-year landed product cost as a percent of selling price and lower year-over-year SG&A expenses, primarily due to decreased compensation and consulting costs and legal fees, partially offset by the impairment write-down in September 2012 of a non-strategic trademark.

Operating income for the six month period of fiscal year 2013 was $6.6 million, an increase of $1.1 million, or 18.9%, from operating income of $5.5 million for the six month period of fiscal year 2012, due to lower year-over-year landed product cost as a percent of selling price, the higher year-over-year licensing revenue and lower year-over-year SG&A expenses, primarily due to decreased compensation and consulting costs, partially offset by the impairment write-down in September 2012 of a non-strategic trademark.

Net income for the second quarter of fiscal 2013 was $1.9 million, as compared to $1.8 million for the second quarter of fiscal 2012, an increase of $0.1 million, or 10.4%, due primarily to the year-over-year increase in operating income. Net income for the six month period of fiscal 2013 was $5.8 million, as compared to $5.1 million for the six month period of fiscal 2012, an increase of $0.7 million, or 13.5%, due primarily to the year-over-year increase in operating income, partially offset by a realized gain on sale of marketable security earned in the prior period. Diluted earnings per share for the second quarter of fiscal year 2013 were $0.07, as compared to $0.06 for the second quarter of fiscal year 2012, an increase of $0.01 per diluted share, or 16.7%. Diluted earnings per share for the six month period of fiscal year 2013 were $0.21, as compared to $0.19 for the six month period of fiscal year 2012, an increase of $0.02 per diluted share, or 10.5%.

Duncan Hon, Chief Executive Officer of Emerson Radio, commented, “As expected, our second quarter and first half fiscal 2013 revenues declined as compared to the prior year due to the continuing difficult economic conditions in the U.S. and intense competition, including downward pricing pressure, within our product categories. We expect such market conditions to persist for the foreseeable future and, as we previously disclosed, anticipate a further reduction in revenues due to the decision by Wal-Mart to discontinue purchasing from the Company two microwave oven products currently sold by the Company to Wal-Mart. Although higher margins in our second quarter and six month period helped our bottom line profitability on a year-over-year basis, we don’t anticipate that this favorable outcome will continue or be indicative of a trend for the full fiscal year. Also, although fiscal 2013’s second quarter and six month licensing revenues were positively affected by an accelerated year-over-year fulfillment by our largest licensee’s royalty obligations to us, which helped drive higher year-over-year operating and net income, this factor will have the opposite effect on our third fiscal quarter comparisons and will have no effect on our nine month comparisons.”

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

(Unaudited)

(In thousands, except earnings per share data)

	Three Months Ended					Six Months Ended
	September 30,					September 30,
	2012		2011			2012		2011
Net revenues:
Net product sales	$	32,299	$	40,214		$	77,175	$	90,316
Licensing revenue		2,416		1,166			3,551		2,588
Net revenues		34,715		41,380			80,726		92,904
Costs and expenses:
Cost of sales		29,102		37,005			68,275		82,600
Other operating costs and expenses		385		302			793		689
Selling, general and administrative expenses		1,737		2,380			3,745		4,069
Impairment of Trademark		1,326		—			1,326		—
		32,550		39,687			74,139		87,358
Operating income		2,165		1,693			6,587		5,546
Other income (expense):
Interest income (expense), net		67		(1	)		98		30
Realized gain on sale of marketable security		—		—			—		828
Income before income taxes		2,232		1,692			6,685		6,404
Provision (benefit) for income taxes		285		(71	)		898		1,304
Net income	$	1,947	$	1,763		$	5,787	$	5,100
Net income per share:
Basic		0.07		0.06			0.21		0.19
Diluted		0.07		0.06			0.21		0.19
Weighted average shares outstanding:
Basic		27,130		27,130			27,130		27,130
Diluted		27,130		27,130			27,130		27,131

EMERSON RADIO CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands except share data)

	9/30/12			3/31/12 (A)
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	27,488		$	44,960
Restricted cash		118			215
Short term investments		25,000			—
Accounts receivable, net		16,311			12,134
Other receivables		2,277			1,193
Due from affiliates		1			1
Inventory, net		12,620			11,269
Prepaid expenses and other current assets		5,456			2,873
Deferred tax assets		2,349			2,304
Total Current Assets		91,620			74,949
Property, plant, and equipment, net		206			260
Trademarks, net		219			1,545
Deferred tax assets		1,622			1,668
Other assets		331			262
Total Assets	$	93,998		$	78,684
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term borrowings		65			64
Accounts payable and other current liabilities		18,292			9,152
Due to affiliates		—			11
Accrued sales returns		1,475			1,201
Income taxes payable		232			107
Total Current Liabilities		20,064			10,535
Long-term borrowings		51			72
Deferred tax liabilities		193			177
Total Liabilities		20,308			10,784
Shareholders’ Equity:
Preferred shares — $.01 par value, 10,000,000 shares authorized at September 30, 2012 and March 31, 2012, respectively; 3,677 shares issued and outstanding at September 30, 2012 and March 31, 2012, respectively; liquidation preference of $3,677,000 at September 30, 2012 and March 31, 2012, respectively		3,310			3,310
Common shares — $.01 par value, 75,000,000 shares authorized, 52,965,797 shares issued at September 30, 2012 and March 31, 2012, respectively; 27,129,832 shares outstanding at September 30, 2012 and March 31, 2012, respectively		529			529
Capital in excess of par value		98,785			98,785
Accumulated other comprehensive income (losses)		345			(82	)
Accumulated deficit		(5,055	)		(10,418	)
Treasury stock, at cost, 25,835,965 shares		(24,224	)		(24,224	)
Total Shareholders’ Equity		73,690			67,900
Total Liabilities and Shareholders’ Equity	$	93,998		$	78,684

(A) Reference is made to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012 filed with the Securities and Exchange Commission on July 13, 2012.

Contact Information

CONTACT:

Investor Relations:

Barry Smith

Investor Relations Manager

(973) 428-2004