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): February 14, 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.)

85 Oxford Drive, Moonachie, New Jersey 07074

(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 (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 February 14, 2012, Emerson Radio Corp. (the “Company”) issued a press release regarding its financial results for the period ended December 31, 2011. 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 February 14, 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: February 14, 2012

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

Monday, February 14, 2012

EMERSON RADIO CORP. REPORTS FISCAL 2012 THIRD QUARTER RESULTS

MOONACHIE, N.J. – February 14, 2011 – Emerson Radio Corp. (NYSE AMEX: MSN) today reported financial results for its third quarter and nine month period ended December 31, 2011.

Net revenues for the third quarter of fiscal 2012 were $43.5 million, an increase of $2.9 million, or 7.1%, from the third quarter of fiscal 2011 net revenues of $40.6 million, principally driven by an increase in sales of microwave ovens, partially offset by a decrease in sales of audio products, compact refrigerators, toaster ovens, coffee makers and wine coolers. Net revenues for the nine month period of fiscal 2012 were $136.4 million, a decrease of $23.3 million, or 14.6%, from the nine month period of fiscal 2011 net revenues of $159.7 million, principally driven by a decrease in sales of microwave ovens in the first two quarters of fiscal 2012, as well as a decrease in sales of audio products, toaster ovens, wine coolers and coffee makers, partially offset by an increase in sales of compact refrigerators and by the increase in sales in microwave ovens in the third quarter of fiscal 2012.

Operating income for the third quarter of fiscal 2012 was $4.5 million, a decrease of $0.5 million, or 10.4%, from the third quarter of fiscal 2011 operating income of $5.0 million. Operating income for the nine month period of fiscal 2012 was $10.0 million, a decrease of $5.7 million, or 36.3%, from the nine month period of fiscal 2011 operating income of $15.7 million. The decline in year-over-year operating income for the third quarter of fiscal 2012 was driven by higher year-over-year landed product costs as a percent of selling price and higher year-over-year selling, general and administrative expenses, partially offset by the higher year-over-year net revenue. The decline in year-over-year operating income for the nine month period of fiscal 2012 was driven by the lower year-over-year net revenue, higher year-over-year landed product costs as a percent of selling price, and higher year-over-year selling, general and administrative expenses.

Net income for the third quarter of fiscal 2012 was $3.2 million, a decrease of $1.0 million, or 24.2%, from the third quarter of fiscal 2011 net income of $4.2 million. Net income for the nine month period of fiscal 2012 was $8.3 million, a decrease of $5.0 million, or 37.7%, from the nine month period of fiscal 2011 net income of $13.3 million. Diluted earnings per share for the third quarter of fiscal 2012 were $0.12 as compared to $0.15 for the third quarter of fiscal 2011, a decrease of $0.03, or 20.0%. Diluted earnings per share for the nine month period of fiscal 2012 were $0.30 as compared to $0.49 for the nine month period of fiscal 2011, a decrease of $0.19, or 38.8%.

Duncan Hon, Chief Executive Officer of Emerson Radio, commented “Although we saw a modest increase in net revenues in the third quarter of fiscal 2012, which we do not expect to repeat in the fourth quarter of fiscal 2012, and which was accompanied by higher year-over-year product costs, our nine month results were still negatively affected by a continuation of the challenging and highly competitive sales environment that we operate within, and higher year-over-year 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 income for the third quarter and nine month periods, as well as the year-over-year decline in net revenue for the nine month period. Looking forward, we continue to anticipate that these factors will persist throughout the remainder of the fiscal year.”

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)

		September 30,		September 30,		September 30,		September 30,
	Three Months Ended				Nine Months Ended
	December 31,				December 31,
	2011		2010		2011		2010
Net revenues:
Net revenues	$	43,451	$	40,571	$	136,355	$	159,692
Costs and expenses:
Cost of sales		36,657		33,077		119,257		136,492
Other operating costs and expenses		306		567		995		1,578
Selling, general and administrative expenses		2,025		1,945		6,094		5,919
		38,988		35,589		126,346		143,989
Operating income		4,463		4,982		10,009		15,703
Other income:
Interest income, net		10		10		40		24
Gain on sale of building		347		—		347		—
Realized gain on sale of marketable security		—		966		828		966
Income before income taxes		4,820		5,958		11,224		16,693
Provision for income taxes		1,649		1,774		2,953		3,407
Net income		3,171		4,184		8,271		13,286
Net income per share:
Basic		0.12		0.15		0.30		0.49
Diluted		0.12		0.15		0.30		0.49
Weighted average shares outstanding:
Basic		27,130		27,130		27,130		27,130
Diluted		27,130		27,131		27,130		27,131

EMERSON RADIO CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands except share data)

		September 30,			September 30,
	12/31/11
	(Unaudited)			3/31/2011 (A)
ASSETS
Current Assets:
Cash and cash equivalents	$	41,998		$	39,796
Restricted cash		544			600
Investment in marketable security		—			4,725
Accounts receivable, net		12,809			10,929
Other receivables		1,497			1,413
Due from affiliates		1			—
Inventory, net		18,785			8,515
Prepaid expenses and other current assets		2,231			549
Deferred tax assets		2,529			2,825
Total current assets		80,394			69,352
Property, plant, and equipment, net		305			2,921
Trademarks, net		1,545			1,545
Deferred tax assets		693			2,540
Other assets		281			358
Total assets	$	83,218		$	76,716
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term borrowings		—		$	2,466
Current maturities of long-term borrowings		42			46
Accounts payable and other current liabilities		17,238			15,607
Due to affiliates		1			2
Income taxes payable		131			196
Total current liabilities		17,412			18,317
Long-term borrowings		106			150
Deferred tax liabilities		164			158
Total liabilities		17,682			18,625
Shareholders’ Equity:
Preferred shares — $.01 par value, 10,000,000 shares authorized; 3,677 shares issued and outstanding; liquidation preference of $3,677,000		3,310			3,310
Common shares — $.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		(12,782	)		(21,055	)
Treasury stock, at cost, 25,835,965 common shares		(24,224	)		(24,224	)
Total shareholders’ equity		65,536			58,091
Total liabilities and shareholders’ equity	$	83,218		$	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.