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): July 14, 2015

EMERSON RADIO CORP.

(Exact Name of Registrant as Specified in 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, NJ	07601
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 428-2000

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 July 14, 2015, Emerson Radio Corp. (the “Company”) issued a press release regarding results for the fiscal quarter and year ended March 31, 2015. 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 fiscal quarter and year ended March 31, 2015. 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,” “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 July 14, 2015, regarding results for the fiscal quarter and year ended March 31, 2015 (Exhibit 99.1 is furnished as part of this Current Report on Form 8-K).

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
	Name: Andrew L. Davis
	Title: Chief Financial Officer

Dated: July 14, 2015

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

Tuesday, July 14, 2015

EMERSON RADIO CORP. REPORTS FULL YEAR FISCAL 2015 AND FOURTH QUARTER FISCAL 2015 RESULTS

HACKENSACK, N.J. – July 14, 2015 – Emerson Radio Corp. (NYSE MKT: MSN) today reported financial results for its full year and fourth quarter ended March 31, 2015.

Net product sales for the fourth quarter of fiscal 2015 were $11.7 million, as compared to $11.1 million for the fourth quarter of fiscal 2014, an increase of $0.6 million, or 5.5%. The higher year-over-year net product sales were principally driven by a $0.8 million, or 7.6%, increase in net sales of houseware products, partly offset by a $0.2 million, or 25.8% decrease in net sales of audio products. The year-over-over year increase in net sales of houseware products was principally driven by higher year-over-year net sales of compact refrigerators, partly offset by lower year-over-year net sales of microwave ovens and the discontinuation of wine coolers.

Licensing revenue for the fourth quarter of fiscal 2015 was $1.6 million, as compared to $2.9 million in the fourth quarter of fiscal 2014, a decrease of $1.3 million, or 46.6%, principally due to the recognition in the fourth quarter of fiscal 2014 of approximately $1.8 million in previously unreported royalty fees by one the Company’s licensees which have been collected by the Company versus the recognition of approximately $0.5 million in the fourth quarter of fiscal 2015 of previously unreported royalty fees by this same licensee which have been collected by the Company.

As a result of the foregoing factors, net revenues for the fourth quarter of fiscal 2015 were $13.2 million, a decrease of $0.8 million, or 5.3%, as compared to fourth quarter fiscal 2014 net revenues of $14.0 million.

Net product sales for fiscal 2015 were $69.0 million, as compared to $70.3 million for fiscal 2014, a decrease of $1.3 million, or 1.8%. The lower year-over-year net product sales were driven by a $0.8 million, or 1.2%, decrease in net sales of houseware products and $0.5 million, or 14.5%, decrease in net sales of audio products. The year-over-year decrease in net sales of houseware products was driven by lower year-over-year net sales of compact refrigerators and the discontinuation of wine coolers, partly offset by higher year-

over-year net sales of microwave ovens. The Company believes that its key customers will discontinue several of the Company’s product offerings during fiscal 2016, the sales of which accounted for approximately 15% of the Company’s fiscal 2015 consolidated gross product sales. As a result, the Company expects that its net product sales will decline in fiscal 2016.

Licensing revenue for fiscal 2015 was $7.3 million, as compared to $7.6 million for fiscal 2014, a decrease of $0.3 million, 3.1%, principally due to the recognition in fiscal 2014 of approximately $1.8 million in previously unreported royalty fees by one the Company’s licensees which have been collected by the Company versus the recognition of approximately $0.5 million in fiscal 2015 of previously unreported royalty fees by this same licensee which have been collected by the Company, partly offset by approximately $0.8 million of higher year-over-year licensing revenue earned from the Company’s largest licensee, Funai Corporation, Inc. (“Funai”), on higher year-over-year sales by Funai of products bearing the Emerson^® brand name.

As a result of the foregoing factors, net revenues for fiscal 2015 were $76.3 million, a decrease of $1.5 million, or 1.9%, as compared to the fiscal 2014 net revenues of $77.8 million.

Operating income for the fourth quarter of fiscal 2015 was $0.2 million, a decrease of $0.5 million, or 66.6%, from operating income of $0.7 million for the fourth quarter of fiscal 2014 due primarily to the lower year-over-year net revenues, partly offset by a $0.6 million reversal of operating reserves no longer required, a $0.4 million reduction in year-over-year SG&A expenses and lower year-over-year cost of sales as a percentage of sales.

Operating income for fiscal 2015 was $4.7 million, an increase of $1.4 million, or 43.8%, from operating income of $3.3 million for fiscal 2014 due to a $1.6 million reduction in year-over-year SG&A expenses, primarily as a result of the approximately $1.8 million in legal fees incurred in fiscal 2014 connection with defending a lawsuit that settled in the third quarter of fiscal 2014, and a $1.6 million reversal of operating reserves no longer required, partly offset by the lower year-over-year net revenues and higher year-over-year cost of sales.as a percentage of sales.

Net loss for the fourth quarter of fiscal 2015 was $1.7 million as compared to net income of $0.9 million for the fourth quarter of fiscal 2014, a decrease of $2.6 million, due primarily to the recording in the fourth quarter of fiscal 2015 of approximately $1.6 million of income tax expense related to the ongoing audit of the Company by the Internal Revenue Service, certain periods of which were settled by the Company in June 2015 as more fully explained in the Company’s Annual Report on Form 10-K for the Twelve Months ended March 31, 2015, and the year-over-year decrease in operating income. Net income for fiscal 2015 was $1.9 million, as compared to $1.3 million for fiscal 2014, an increase of $0.6 million, or 43.7%, due primarily to the recording in the third quarter of fiscal 2014 of a $4.0 million loss on settlement of litigation and the year-over-year increase in operating income, partly offset by the recording in the fourth quarter of fiscal 2015 of approximately $1.6 million of income tax expense related to the ongoing audit of the Company by the Internal Revenue Service, certain periods of which were settled by the Company in June 2015 as more fully explained in the Company’s Annual Report on Form 10-K for the Twelve Months ended March 31, 2015. Diluted loss per share for the fourth quarter of fiscal 2015 was $0.06, as compared to diluted earnings per share of $0.04 for the fourth quarter of fiscal 2014, a decrease of $0.10 per diluted share. Diluted earnings per share for fiscal 2015 were $0.07, as compared to $0.05 for fiscal 2014, an increase of $0.02 per diluted share.

Duncan Hon, Chief Executive Officer of Emerson Radio, commented “Our lower year-over-year net products sales and licensing revenues were accompanied by lower year-over-year margins on the products we distribute and the recording of additional income tax expense related to the ongoing audit of the Company by the Internal Revenue Service as described above. These negative factors were offset by the recording of approximately $1.6 million in one-time reversals of reserves no longer required as well as approximately $1.6 million in year-over-year reductions in SG&A expenses, which led to the net income recognized for fiscal 2015. The decreasing margins are driven by continuing intense competition, including downward pricing pressure, within all of our product categories. We expect these factors to continue. The Company continues to seek to implement pricing, product strategy initiatives and licensing opportunities to improve the Company’s results of operations, although there can be no assurance that such initiatives will be successfully implemented or have the desired effects on the Company’s results of operations and financial condition.”

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 March 31,						Twelve Months Ended March 31,
	2015			2014			2015		2014
Net revenues:
Net product sales		11,684			11,075			68,984		70,257
Licensing revenue		1,551			2,907			7,339		7,572
Net revenues	$	13,235		$	13,982		$	76,323	$	77,829
Costs and expenses:
Cost of sales		10,647			10,407			62,088		63,012
Other operating costs and expenses		101			181			661		864
Selling, general and administrative expenses		2,257			2,705			8,829		10,434
Impairment of trademark		—			—			—		219
		13,005			13,293			71,578		74,529
Operating income		230			689			4,745		3,300
Other income (loss):
Loss on settlement of litigation		—			—			—		(4,000	)
Interest income, net		64			107			215		548
Income (loss) before income taxes		294			796			4,960		(152	)
Provision for income tax (benefit) expense		1,953			(145	)		3,067		(1,469	)
Net income (loss)	($	1,659	)	$	941		$	1,893	$	1,317
Basic net income (loss) per share:		(0.06	)		0.04			0.07		0.05
Diluted net income (loss) per share:		(0.06	)		0.04			0.07		0.05
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-15			31-Mar-14
ASSETS
Current Assets:
Cash and cash equivalents	$	43,485		$	26,328
Restricted cash		500			—
Short term investments		—			32,194
Trade accounts receivable, net		4,275			4,354
Royalty receivable		3,522			3,865
Inventory		4,519			5,438
Prepaid purchases		2,961			2,047
Prepaid expenses and other current assets		702			1,604
Deferred tax assets		962			1,394
Total Current Assets		60,926			77,224
Property, plant, and equipment, net		77			142
Deferred tax assets		1,058			1,753
Other assets		102			130
Total Non-current Assets		1,237			2,025
Total Assets		62,163			79,249
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and other current liabilities		2,137			3,951
Due to affiliates		500			—
Income tax payable		847			—
Total Current Liabilities		3,484			3,951
Non-current Liabilities:
Long term liabilities		481			—
Total Non-current Liabilities		481			—
Total Liabilities		3,965			3,951
Shareholders’ Equity:
Series A 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, 2015 and March 31, 2014, respectively		529			529
Additional paid-in capital		79,792			98,785
Accumulated deficit		(1,209	)		(3,102	)
Treasury stock, at cost (25,835,965 shares)		(24,224	)		(24,224	)
Total Shareholders’ Equity		58,198			75,298
Total Liabilities and Shareholders’ Equity		62,163			79,249