msn20231231_10qa.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-07731

EMERSON RADIO CORP.

(Exact name of registrant as specified in its charter)

Delaware	22-3285224
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

959 Route 46 East, Suite 210, Parsippany, NJ	07054
(Address of principal executive offices)	(Zip code)

(973) 428-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share	MSN	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of common stock as of June 26, 2024: 21,042,652.

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition	14
Item 3. Quantitative and Qualitative Disclosures About Market Risk	20
Item 4. Controls and Procedures	20
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	21
Item 1A. Risk Factors	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3. Defaults Upon Senior Securities	21
Item 4. Mine Safety Disclosure	21
Item 5. Other Information	21
Item 6. Exhibits	21
SIGNATURES	22

	*Three Months Ended December 31,*						*Nine Months Ended December 31,*
	*2023*			*2022*			*2023*			*2022*

Net revenues:
Net product sales	$	2,599		$	1,704		$	6,745		$	4,335
Licensing revenue		23			123			124			271
Royalty income		—			105			—			700
Net revenues		2,622			1,932			6,869			5,306
Costs and expenses:
Cost of sales		2,144			1,361			5,654			3,549
Selling, general and administrative expenses		1,202			1,051			3,464			3,686
Total costs and expenses		3,346			2,412			9,118			7,235
Operating loss		(724	)		(480	)		(2,249	)		(1,929	)
Other income:
Settlement of litigation		—			—			3,100			—
Interest income, net		289			235			872			424
Income from governmental assistance programs		—			4			—			34
Income (loss) before income taxes		(435	)		(241	)		1,723			(1,471	)
Provision for income tax expense		(14	)		—			74			—
Net income (loss)		(421	)		(241	)		1,649			(1,471	)
Basic income (loss) per share	$	(0.02	)	$	(0.01	)	$	0.08		$	(0.07	)
Diluted income (loss) per share	$	(0.02	)	$	(0.01	)	$	0.08		$	(0.07	)
Weighted average shares outstanding
Basic		21,042,652			21,042,652			21,042,652			21,042,652
Diluted		21,042,652			21,042,652			21,042,652			21,042,652

	*December 31, 2023*			*March 31, 2023*
		(Unaudited)

ASSETS
Current Assets:
Cash and cash equivalents	$	3,637		$	25,268
Short term investments		18,505			—
Accounts receivable, net		1,087			1,165
Licensing receivable		228			245
Inventory		5,761			3,813
Prepaid purchases		137			247
Prepaid expenses and other current assets		364			357
Total Current Assets		29,719			31,095
Non-Current Assets:
Property and equipment, net		91			1
Right-of-use asset-operating leases		327			200
Right-of-use asset-finance leases		1			1
Other assets		84			74
Total Non-Current Assets		503			276
Total Assets	$	30,222		$	31,371
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and other current liabilities		1,287			641
Due to affiliate		1			1
Short-term operating lease liability		128			139
Short-term finance lease liability		1			1
Income tax payable, current portion		609			401
Advanced deposits		—			3,316
Deferred revenue		212			149
Total Current Liabilities		2,238			4,648
Non-Current Liabilities:
Long-term operating lease liability		208			62
Income tax payable-deferred		668			1,202
Total Non-Current Liabilities		876			1,264
Total Liabilities	$	3,114		$	5,912
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 at December 31, 2023 and March 31, 2023, respectively; 21,042,652 shares outstanding at December 31, 2023 and March 31, 2023, respectively		529			529
Additional paid-in capital		79,792			79,792
Accumulated deficit		(23,322	)		(24,971	)
Treasury stock, at cost (31,923,145 shares at December 31, 2023 and March 31, 2023, respectively)		(33,201	)		(33,201	)
Total Shareholders’ Equity		27,108			25,459
Total Liabilities and Shareholders’ Equity	$	30,222		$	31,371

	Preferred Stock				Common Stock				Additional								Total
	Number		Preferred		Number		Par		Paid-In		Accumulated			Treasury			Shareholders’
	of Shares		Value		of Shares		Value		Capital		Deficit			Stock			Equity
Balance — March 31, 2023		3,677	$	3,310		52,965,797	$	529	$	79,792	$	(24,971	)	$	(33,201	)	$	25,459
Net income		—		—		—		—		—		1,649			—			1,649
Balance — December 31, 2023		3,677	$	3,310		52,965,797	$	529	$	79,792	$	(23,322	)	$	(33,201	)	$	27,108

		*December 31, 2023*				*March 31, 2023*
Finished goods		$	5,761			$	3,813

Weighted average remaining lease term (in months)	*As of December 31, 2023*			*As of December 31, 2022*
Operating leases		44.7			18.8
Finance leases		5.2			17.2

Weighted average discount rate
Operating leases		9.58	%		7.50	%
Finance leases		7.50	%		7.50	%

(in thousands)	Operating Leases			Finance Leases

2024	$	52		$	1
2025		116			—
2026		54			—
2027		66			—
Thereafter		52			—
Total lease payments	$	340		$	1
Less: Imputed interest		(4	)		—
Total	$	336		$	1

	Three Months Ended December 31,						Nine Months Ended December 31,
	2023			2022			2023			2022
Net product sales	$	2,599		$	1,704		$	6,745		$	4,335
Licensing revenue		23			123			124			271
Royalty income		—			105			—			700
Net revenues		2,622			1,932			6,869			5,306
Cost of sales		2,144			1,361			5,654			3,549
Selling, general and administrative expenses		1,202			1,051			3,464			3,686
Operating loss		(724	)		(480	)		(2,249	)		(1,929	)
Settlement of litigation		—			—			3,100			—
Interest income, net		289			235			872			424
Income from governmental assistance programs		—			4			—			34
Income (loss) before income taxes		(435	)		(241	)		1,723			(1,471	)
Provision for income taxes		(14	)		—			74			—
Net income (loss)	$	(421	)	$	(241	)	$	1,649		$	(1,471	)

3.1	Certificate of Incorporation of Emerson (incorporated by reference to Exhibit (3) (a) of Emerson’s Registration Statement on Form S-1, Registration No. 33-53621, declared effective by the SEC on August 9, 1994) (filed in paper format).

3.1.1	Certificate of Designation for Series A Preferred Stock (incorporated by reference to Exhibit (3) (b) of Emerson’s Registration Statement on Form S-1, Registration No. 33-53621, declared effective by the SEC on August 9, 1994) (filed in paper format).

3.1.2	Amendment dated February 14, 1996 to the Certificate of Incorporation of Emerson (incorporated by reference to Exhibit (3) (a) of Emerson’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1995).

3.2	By-Laws of Emerson (incorporated by reference to Exhibit 3.1 of Emerson’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007).

31.1	Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2	Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32	Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.*

101.SCH	Inline XBRL Taxonomy Extension Schema Document.*

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.*

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.*

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

104	Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

	EMERSON RADIO CORP.
	(Registrant)

	/s/ Christopher W. Ho
Date: June 26, 2024	Christopher W. Ho
	Chief Executive Officer (Principal Executive Officer)

	/s/ Richard Li
Date: June 26, 2024	Richard Li
	Chief Financial Officer (Principal Financial and Accounting Officer)

Amendment: SEC Form 10-Q/A filed by Emerson Radio Corporation