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 12, 2010

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 12, 2010, Emerson Radio Corp. (the “Company”) issued a press release regarding its results for the period ended December 31, 2009. 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 period ended December 31, 2009. 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 12, 2010, regarding results for the period ended December 31, 2009 (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
	Greenfield Pitts
	Chief Financial Officer

Dated: February 12, 2010

EX-99.1

Exhibit 99.1

SOURCE: Emerson Radio Corp.

Emerson Radio Corp. Reports Fiscal 2010 Third Quarter Results

MOONACHIE, NJ—(Marketwire — February 12, 2010) — Emerson Radio Corp. (NYSE Amex: MSN) today reported financial results for its third quarter and nine months ended December 31, 2009.

Net revenues for the third quarter of fiscal 2010 decreased $12.1 million, or 20.1%, to $48.0 million as compared to net revenues in the third quarter of fiscal 2009 of $60.1 million, and net revenues for fiscal year 2010 to date decreased $2.0 million, or 1.2%, to $155.4 million as compared to net revenues of $157.4 million in the same period of fiscal 2009. The decrease in net revenues for the third quarter of fiscal 2010 as compared to the prior year was due to lower sales across all categories and is reflective of a lower level of cyclicality in the current fiscal year’s revenue stream as compared to the prior year, when a majority of the Company’s annual sales were recorded in the third fiscal quarter. The decrease in net revenues for the fiscal year 2010 to date versus the prior year was due to lower sales of audio and themed products, partially offset by higher sales of housewares products, which were up 13% versus prior year.

Operating income for the third quarter of fiscal 2010 was $4.6 million compared to an operating loss of $2.1 million for the third quarter of fiscal 2009 an improvement of $6.7 million. Operating income for the fiscal year 2010 to date was $9.4 million compared to an operating loss of $1.5 million for the same period of fiscal 2009, an improvement of $10.9 million. The increase in the third quarter and fiscal year to date operating income was driven by the Company’s efforts to manage costs, as reflected in a nearly 25% year-over-year reduction in SG&A expenses for the third quarter and a 21.4% year-over-year reduction for the fiscal 2010 period to date.

Net income from continuing operations for the third quarter of fiscal 2010 was $3.4 million or $0.13 per diluted share compared to a net loss from continuing operations of $1.9 million, or $0.07 per diluted share, for the third quarter of fiscal 2009. Net income from continuing operations for fiscal year 2010 to date was $7.8 million or $0.29 per diluted share compared to a net loss from continuing operations of $2.0 million, or $0.07 per diluted share, for the same period in fiscal 2009.

Greenfield Pitts, Executive Vice President and Chief Financial Officer of Emerson Radio, commented, “We are pleased that fiscal 2010’s financial results through the third quarter are reflective of our ongoing efforts to right size the Company’s cost structure, while focusing on growing the home appliance category and brand licensing portfolio. Moving

forward, we are continuing to focus on strategic and profitable revenue generation, realization of operating efficiencies and our cost containment efforts.”

About Emerson Radio Corp.

Emerson Radio Corporation (NYSE Amex: MSN), founded in 1948, is headquartered in Parsippany, N.J. The Company designs, sources, imports and markets a variety of home appliance 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 Statement of Operations
(Unaudited)
(in thousands, except per share data)

	Three months ended						Nine months ended
	December 31,						December 31,
	2009			2008			2009		2008
Net revenues:
Net revenues	$	48,038		$	60,068		$	155,411	$	157,424
Net revenues-related party		—			—			—		15
		48,038			60,068			155,411		157,439
Costs and expenses:
Cost of sales		39,298			55,612			132,602		140,434
Other operating costs and expenses		708			2,058			2,563		4,769
Selling, general & administrative expenses		3,397			4,519			10,829		13,781
		43,403			62,189			145,994		158,984
Operating income (loss)		4,635			(2,121	)		9,417		(1,545	)
Interest (expense) income, net		(1	)		21			21		227
Unrealized holding (losses) on trading securities		—			(410	)		—		(431	)
Realized gains on trading securities		—			91			—		623
Income (loss) from continuing operations before income taxes		4,634			(2,419	)		9,438		(1,126	)
Provision (benefit) for income taxes		1,221			(506	)		1,643		848
Income (loss) from continuing operations		3,413			(1,913	)		7,795		(1,974	)
Loss from discontinued operations, net of tax benefit		—			176			55		357
Net income (loss)	$	3,413		$	(2,089	)	$	7,740	$	(2,331	)
Basic net income (loss) per share
Continuing operations	$	0.13		$	(0.07	)	$	0.29	$	(0.07	)
Discontinued operations		—			(0.01	)		—		(0.02	)
	$	0.13		$	(0.08	)	$	0.29	$	(0.09	)
Diluted net income (loss) per share
Continuing operations	$	0.13		$	(0.07	)	$	0.29	$	(0.07	)
Discontinued operations		—			(0.01	)		—		(0.02	)
	$	0.13		$	(0.08	)	$	0.29	$	(0.09	)
Weighted average shares outstanding:
Basic		27,130			27,130			27,130		27,130
Diluted		27,133			27,130			27,131		27,130

Emerson Radio Corp. and Subsidiaries
Consolidated Balance Sheet
(in thousands)

	December 31,		March 31,
	2009		2009
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	38,843	$	22,518
Restricted cash		3		3,025
Accounts receivable, net		14,838		15,970
Other receivables		1,263		1,587
Due from affiliates		52		78
Inventory, net		16,748		20,691
Prepaid expenses and other current assets		2,738		2,190
Deferred tax assets		3,936		4,872
Total current assets		78,421		70,931
Property, plant, and equipment, net		3,585		1,139
Trademarks and other intangible assets, net		1,683		255
Due from affiliates		185		114
Investments in marketable securities		6,031		6,031
Deferred tax assets		6,715		7,102
Other assets		235		472
Total assets		96,855		86,044
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short term borrowings		5,655		5,733
Current maturities of long-term borrowings		56		85
Accts payable and other current liabilities		21,899		18,929
Due to affiliates		25		66
Accrued sales returns		1,313		1,130
Income taxes payable		159		155
Total current liabilities		29,107		26,098
Long-term borrowings		35		59
Deferred tax liabilities		103		87
Shareholders equity		67,610		59,800
Total liabilities and shareholders’ equity	$	96,855	$	86,044

CONTACT:
Emerson Radio Corp.
Greenfield Pitts
Chief Financial Officer
(212) 897-5441

Investor Relations:
Robert Maffei
Investor Relations Manager
(973) 428-2098