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): February 14, 2008

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.)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 February 14, 2008, Emerson Radio Corp. (the “Company”) issued a press release regarding results for the quarter ended December 31, 2007. 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 December 31, 2007. 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 February 14, 2008, regarding results for the quarter ended December 31, 2007 (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/ Greenfield Pitts
	Name:	Greenfield Pitts
	Title:	Chief Financial Officer

Dated: February 14, 2008

EX-99.1

Exhibit 99.1

NEWS & INFORMATION

FOR:	EMERSON RADIO CORP. 610 Fifth Ave New York, NY 10020
CONTACT:	Emerson Radio Corp.	or:	Investor Relations:
	Greenfield Pitts Chief Financial Officer (212) 521-4344		Robert Maffei Investor Relations Manager (973) 428-2098
			Brainerd Communicators Brad Edwards or Denise Roche (212) 986-6667

Thursday, February 14, 2008

EMERSON RADIO CORP. REPORTS FISCAL 2008 THIRD QUARTER RESULTS

PARSIPPANY, N.J. — February 14, 2008 — Emerson Radio Corp. (AMEX:MSN) today reported financial results for its fiscal third quarter ended December 31, 2007.

Net revenues for the third quarter of fiscal 2008 were $75.8 million, compared to $89.3 million during the third quarter of fiscal 2007. Third quarter fiscal 2007 net revenues included a one-time sale of $12.3 million to a distributor associated with a holiday promotion with one of the Company’s major customers. Net revenues for the third quarter of fiscal 2008 included higher sales volumes of its microwave oven and clock radio lines, partially offset by lower sales volumes of several Emerson branded audio product lines and the iPodâ compatible product category. Themed product sales also declined in the third quarter of fiscal 2008, primarily as a result of the discontinuance of Nickelodeonâ themed products, partially offset by sales of Mattelâ themed products which began in the quarter ended March 31, 2007, which were dampened in the current quarter by a $2.9 million sales return allowance the Company recorded for a product return made by one long time distribution partner. The Company is reserving for the complete return, as it works to place the returned inventory elsewhere within its customer base.

The Company’s operating loss for the third quarter was $1.7 million compared to operating income of $6.0 million during the same period last year. The decrease was due to the lower revenues in the period coupled with lower margins in several audio categories and higher legal and freight expenses. Net income for the third quarter of fiscal 2008 was $1.1 million or $.04 per diluted share, compared to net income of $3.7 million or $.14 per diluted share, in the prior year period. Net income for the third quarter of fiscal 2008 benefited from a $1.0 million recovery to income related to the final settlement with the California Franchise Tax Board regarding the Company’s previously disclosed liability for California franchise taxes for years 1979-1990.

“Our results for the third quarter, while disappointing, primarily stem from a non recurring sale in the prior year’s third quarter which makes the comparison to prior year difficult, and a one-time return allowance in the current quarter. Overall, our business continues to generate cash on an annual basis, which is a noteworthy accomplishment in the current retail environment,” said John Spielberger, President of North American Operations. “We continued to benefit from the diversification of our product portfolio into Home Appliances, which is our fastest growing product category with 92% year-over-year growth this quarter. Specifically in this category, we are seeing strong demand for our microwaves and wine coolers, which increased 42% year-to-date, as well as two new product categories, toaster ovens and compact refrigerators. Looking ahead, we remain focused on re-energizing our product lineups and offerings and improving operational efficiency, while leveraging our core strengths including strong retailer relationships, respected brand and a reputation for value and reliability to position Emerson for growth. We are also enthusiastic about the prospects for our recently announced agreement in principle with ADCOM, LLC to form a joint venture that we expect to close in the current quarter.”

Conference Call Details

Emerson Radio will conduct a conference call to discuss the Company’s fiscal third quarter financial results. The details of the call are as follows:

Date and Time:	Friday, February 15, 2008 at 10:00 a.m. Eastern
Dial-in number US:	866-825-1709
Dial-in number International:	617-213-8060
Pass Code:	98540588

To access a live Web cast of the conference call, please go to the Investor Relations section of the Emerson Radio Web site at www.emersonradio.com.

A conference call replay will be available from February 15, 2008 at 12:00 p.m. Eastern through February 22, 2008 at 11:59 p.m. Eastern.

Replay Number US:
Replay Number International:
Pass Code: 888-286-8010
617-801-6888
22910893

About Emerson Radio Corp.

Emerson Radio Corporation (AMEX:MSN), founded in 1948, is headquartered in Parsippany, N.J. The Company designs, markets and licenses, worldwide, a variety of consumer electronics and home appliances including microwaves and wine coolers, clock radios, full lines of televisions and other video products, and audio and home theater 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, including the Company’s ability to obtain a waiver from its lender and its ability to maintain its AMEX listing. 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 December 31						Nine months ended December 31,
	2007			2006			2007			2006
Net revenues
Net revenues	$	75,543		$	89,339		$	185,969		$	244,168
Net revenues-related party		246			—			370			—
		75,789			89,339			186,339			244,168
Costs and expenses:
Cost of sales		68,191			64,344			164,832			177,920
Cost of sales-related party		232			—			232			—
Cost of sales-related party purchases		—			12,148			—			33,090
Other operating costs and expenses		1,434			1,330			4,778			4,355
Selling, general and administrative expenses (exclusive of non-cash compensation shown below)		7,623			5,402			17,907			16,208
Acquisition costs incurred		—			—			—			21
Non-cash compensation, net of recoveries		28			83			(159	)		138
		77,508			83,307			187,590			231,732
Operating income (loss)		(1,719	)		6,032			(1,251	)		12,436
Gain on sale of building		—			—			854			—
Gains on foreign exchange forward contracts		515			—			515			—
Interest (expense), net		(76	)		(457	)		(72	)		(564	)
Interest income-related party		—			—			163			—
Income (loss) before income taxes		(1,280	)		5,575			209			11,872
Provision (benefit) for income taxes		(2,394	)		1,880			1,937			3,792
Net income (loss)	$	1,114		$	3,695		$	(1,728	)	$	8,080
Net income (loss) per share
Basic	$	0.04		$	0.14		$	(0.06	)	$	0.30
Diluted	$	0.04		$	0.14		$	(0.06	)	$	0.30
Weighted average shares outstanding
Basic		27,130			27,097			27,125			27,080
Diluted		27,136			27,117			27,125			27,121

EMERSON RADIO CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands)

	December 31, 2007		March 31, 2007(A)
	(Unaudited)
Cash and cash equivalents	$	20,395	$	1,851
Cash securing bank loans		—		3,000
Foreign exchange forward contracts		279		—
Accounts receivable		26,470		19,375
Due from affiliates		797		24,690
Inventory		33,110		32,463
Deferred tax assets		5,071		5,737
Other current assets		4,629		4,912
Total current assets		90,751		92,028
Property, plant and equipment, net		1,474		2,492
Other assets		6,701		4,888
Total assets	$	98,926	$	99,408
Current liabilities		26,810		24,845
Long-term borrowings		136		651
Other long term debt		50		25
Shareholders’ equity		71,930		73,887
Total liabilities and equity	$	98,926	$	99,408

(A) Reference is made to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007 filed with the Securities and Exchange Commission in June 2007 and amended in July 2007.