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): August 15, 2011

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.)

85 Oxford Drive, Moonachie, New Jersey	07074
(Address of principal executive offices)	(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:

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 August 15, 2011, Emerson Radio Corp. (the “Company”) issued a press release regarding its results for the period ended June 30, 2011. 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 June 30, 2011. 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 August 15, 2011, regarding results for the period ended June 30, 2011 (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
	Andrew L. Davis
	Chief Financial Officer

Dated: August 15, 2011

EX-99.1

Exhibit 99.1

NEWS & INFORMATION

FOR:	EMERSON RADIO CORP.
	85 Oxford Drive
	Moonachie, NJ 07074
CONTACT:	Investor Relations:
	Robert Maffei
	Investor Relations Manager
	(973) 428-2098

Thursday, August 15, 2011

EMERSON RADIO CORP. REPORTS FISCAL 2012 FIRST QUARTER RESULTS

MOONACHIE, N.J. — August 15, 2011 — Emerson Radio Corp. (NYSE AMEX: MSN) today reported financial results for its first quarter ended June 30, 2011.

Net revenues for the first quarter of fiscal 2012 were $51.5 million, a decrease of $15.7 million, or 23.3%, from the first quarter of fiscal 2011 net revenues of $67.2 million.

Operating income for the first quarter of fiscal 2012 was $3.9 million, a decrease of $3.5 million, or 48.0%, from the first quarter of fiscal 2011 operating income of $7.4 million. The decline in year-over-year operating income was driven by the lower year-over-year net sales as well as higher year-over-year landed product costs as a percent of selling price, partially offset by lower year-over-year selling, general and administrative expenses.

Net income for the first quarter of fiscal 2012 was $3.3 million, a decrease of $2.6 million, or 43.2%, from the first quarter of fiscal 2011 net income of $5.9 million, and was aided by a realized gain of $0.8 million recorded in the first quarter of fiscal 2012 on the sale of a marketable security. Diluted earnings per share for the first quarter of fiscal 2012 were $0.12 as compared to $.22 for the first quarter of fiscal 2011, a decrease of $0.10, or 45.5%.

Duncan Hon, Deputy Chief Executive Officer of Emerson Radio, commented “As expected, in the first quarter of fiscal 2012, we faced a challenging and highly competitive sales environment, as well as higher product costs due to the continuing appreciation of the renminbi and increases in costs of production in China. These factors led to the year-over-year declines in net revenues and net income for the first quarter. Looking forward, we see these factors continuing throughout the fiscal year. As always, we will remain focused on keeping our costs as low as possible and providing the consumer with the highest level of value in the marketplace on the products we offer.”

About Emerson Radio Corp.
Emerson Radio Corporation (NYSE AMEX: MSN), founded in 1948, is headquartered in Moonachie, 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
	June 30,
	2011		2010
Net revenues:
Net revenues	$	51,524	$	67,155
Costs and expenses:
Cost of sales		45,595		57,523
Other operating costs and expenses		387		299
Selling, general and administrative expenses		1,689		1,929
		47,671		59,751
Operating income		3,853		7,404
Other income (expense):
Interest income, net		31		10
Realized gain on sale of marketable security		828		—
Income before income taxes		4,712		7,414
Provision for income taxes		1,375		1,535
Net income		3,337		5,879
Net income per share:
Basic		0.12		0.22
Diluted		0.12		0.22
Weighted average shares outstanding:
Basic		27,130		27,130
Diluted		27,130		27,131

EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share data)

	6/30/11
	(Unaudited)			3/31/2011 (A)
ASSETS
Current Assets:
Cash and cash equivalents	$	21,536		$	39,796
Restricted cash		2,049			600
Investment in marketable security		—			4,725
Accounts receivable, net		30,772			10,929
Other receivables		1,087			1,413
Due from affiliates		15			—
Inventory, net		20,549			8,515
Prepaid expenses and other current assets		504			549
Deferred tax assets		2,235			2,825
Total Current Assets		78,747			69,352
Property, plant, and equipment, net		2,832			2,921
Trademarks and other intangible assets, net		1,545			1,545
Deferred tax assets		1,967			2,540
Other assets		350			358
Total Assets	$	85,441		$	76,716
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term borrowings		—		$	2,466
Current maturities of long-term borrowings		46			46
Accounts payable and other current liabilities		22,683			14,408
Due to affiliates		—			2
Accrued sales returns		1,571			1,199
Income taxes payable		244			196
Total Current Liabilities		24,544			18,317
Long-term borrowings		127			150
Deferred tax liabilities		167			158
Total Liabilities		24,838			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		529			529
Capital in excess of par value		98,785			98,785
Accumulated other comprehensive (losses) income		(82	)		746
Accumulated deficit		(17,715	)		(21,055	)
Treasury stock, at cost, 25,835,965 shares		(24,224	)		(24,224	)
Total shareholders’ equity		60,603			58,091
Total Liabilities and Shareholders’ Equity	$	85,441		$	76,716

(A) Reference is made to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011 filed with the Securities and Exchange Commission on July 14, 2011.