##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)

|    |  |                                                                                        
|--- |  | ---------------------------------------------------------------------------------------
|[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2003

or


|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|[   ] |  | 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     0-25226

EMERSON RADIO CORP.




(Exact name of registrant as specified in its charter)


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

|                                         |  |            |  | 
|---------------------------------------- |  | ---------- |  | 
|9 Entin Road Parsippany, New Jersey      |  | 07054     
|                                        
|(Address of principal executive offices) |  | (Zip code)

(973) 884-5800




(Registrants telephone number, including area code)







(Former name, former address, and former fiscal year, if changed since last report)


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. [X] Yes [   ] No

Indicate by check mark whether the registrant is an accelerated Filer (as
defined in Rule 12b-2 of the Exchange Act). [   ] Yes [X] No

Indicate the number of shares outstanding of common stock as of February
9, 2004: 26,723,983.





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TABLE OF CONTENTS



|                                                   |                                                                                               |                                                    |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION                    
|                                                   | Item 1. Financial Statements                                                                 
|                                                   |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS             
|                                                   |                                                                                               | CONSOLIDATED BALANCE SHEETS                       
|                                                   |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS             
|                                                   |                                                                                               | NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|                                                   | Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition
|                                                   | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                                   | Item 4. Controls and Procedures                                                              
|PART II OTHER INFORMATION                         
|                                                   | ITEM 1. Legal Proceedings                                                                    
|                                                   | ITEM 2. Changes in Securities and Use of Proceeds                                            
|                                                   | ITEM 3. Default Upon Senior Securities                                                       
|                                                   | ITEM 4. Submission of Matters to a Vote of Security Holders                                  
|                                                   | ITEM 5. Other Information                                                                    
|                                                   | ITEM 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                        
|Amendment to Revolving Credit and Loan Agreement  
|Amendment to Revolving Credit and Loan Agreement  
|Common Stock Warrant Agreement                    
|Certification of CEO Pursuant to Section 302      
|Certification of CFO Pursuant to Section 302      
|Certification of CEO & CFO Pursuant to Section 906



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##### Table of Contents






PART I  FINANCIAL INFORMATION




Item 1. Financial Statements.




EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except earnings per share data)

|                                                                                                            |                                                     |         |        |                    |        |                   |        |          |        |              |         |      |        |   |         |       |        | 
|----------------------------------------------------------------------------------------------------------- | --------------------------------------------------- | ------- | ------ | ------------------ | ------ | ----------------- | ------ | -------- | ------ | ------------ | ------- | ---- | ------ | - | ------- | ----- | ------ | 
|                                                                                                            |                                                     |         |        | Three Months Ended |        | Nine Months Ended
|                                                                                                            |                                                     |         |        |                    |        |                  
|                                                                                                            |                                                     |         |        | December           |        | December          |        | December |        | December 31,
|                                                                                                            |                                                     |         |        | 31, 2003           |        | 31, 2002          |        | 31, 2003 |        | 2002        
|                                                                                                            |                                                     |         |        |                    |        |                   |        |          |        |             
|Net revenues                                                                                                |                                                     | $       | 76,345 |                    |        | $                 | 86,553 |          |        | $            | 209,389 |      |        | $ | 276,488 |      
|Costs and expenses:                                                                                         |                                                     |         |        |                    |        |                   |        |          |        |              |         |      |        |   |         |      
|Cost of sales                                                                                               |                                                     |         | 62,992 |                    |        |                   | 70,832 |          |        |              | 171,381 |      |        |   | 222,224 |      
|Other operating costs and
Expenses                                                                          |                                                     |         | 1,414  |                    |        |                   | 1,058  |          |        |              | 3,963   |      |        |   | 3,251   |      
|Selling, general &
administrative expenses                                                                  |                                                     |         | 10,545 |                    |        |                   | 10,226 |          |        |              | 30,571  |      |        |   | 32,696  |      
|Stock based costs                                                                                           |                                                     |         | 487    |                    |        |                   | 19     |          |        |              | 511     |      |        |   | 31      |      
|                                                                                                            |                                                     |         |        |                    |        |                   |        |          |        |              |         |      |        |   |         |      
|                                                                                                            |                                                     |         | 75,438 |                    |        |                   | 82,135 |          |        |              | 206,426 |      |        |   | 258,202 |      
|                                                                                                            |                                                     |         |        |                    |        |                   |        |          |        |              |         |      |        |   |         |      
|Operating income                                                                                            |                                                     |         | 907    |                    |        |                   | 4,418  |          |        |              | 2,963   |      |        |   | 18,286  |      
|Interest expense, net                                                                                       |                                                     |         | (322   | )                  |        |                   | (405   | )        |        |              | (1,144  | )    |        |   | (1,977  | )    
|Minority interest in net
income (loss) of
consolidated subsidiary                                           |                                                     |         | (272   | )                  |        |                   | 1,104  |          |        |              | (190    | )    |        |   | 996     |      
|                                                                                                            |                                                     |         |        |                    |        |                   |        |          |        |              |         |      |        |   |         |      
|Income before income taxes,
discontinued operations and
cumulative effect of change
in accounting principle |                                                     |         | 313    |                    |        |                   | 5,117  |          |        |              | 1,629   |      |        |   | 17,305  |      
|Provision for income taxes                                                                                  |                                                     |         | 653    |                    |        |                   | 1,931  |          |        |              | 1,628   |      |        |   | 5,999   |      
|                                                                                                            |                                                     |         |        |                    |        |                   |        |          |        |              |         |      |        |   |         |      
|Income (loss) from continuing
Operations                                                                    |                                                     |         | (340   | )                  |        |                   | 3,186  |          |        |              | 1       |      |        |   | 11,306  |      
|Income from discontinued
operations, net of tax                                                             |                                                     |         | 3,153  |                    |        |                   | 92     |          |        |              | 3,048   |      |        |   | 584     |      
|Cumulative effect of change
in accounting principle                                                         |                                                     |         |       |                    |        |                   |       |          |        |              |        |      |        |   | (5,546  | )    
|                                                                                                            |                                                     |         |        |                    |        |                   |        |          |        |              |         |      |        |   |         |      
|Net income                                                                                                  |                                                     | $       | 2,813  |                    |        | $                 | 3,278  |          |        | $            | 3,049   |      |        | $ | 6,344   |      
|                                                                                                            |                                                     |         |        |                    |        |                   |        |          |        |              |         |      |        |   |         |      
|Basic net income per share:                                                                                 |                                                     |         |        |                    |        |                   |        |          |        |              |         |      |        |   |         |      
|                                                                                                            | Income (loss) from
continuing operations            |         | $      | (0.01              | )      |                   | $      | 0.12     |        |              | $       |     |        |   | $       | 0.41  |       
|                                                                                                            | Discontinued operations                             |         |        | 0.11               |        |                   |        |         |        |              |         | 0.11 |        |   |         | 0.02  |       
|                                                                                                            | Cumulative effect of change
In accounting principle |         |        |                   |        |                   |        |         |        |              |         |     |        |   |         | (0.20 | )     
|                                                                                                            |                                                     |         |        |                    |        |                   |        |          |        |              |         |      |        |   |         |      
|                                                                                                            |                                                     | $       | 0.10   |                    |        | $                 | 0.12   |          |        | $            | 0.11    |      |        | $ | 0.23    |      
|                                                                                                            |                                                     |         |        |                    |        |                   |        |          |        |              |         |      |        |   |         |      
|Diluted net income per share:                                                                               |                                                     |         |        |                    |        |                   |        |          |        |              |         |      |        |   |         |      
|                                                                                                            | Income (loss) from
continuing operations            |         | $      | (0.01              | )      |                   | $      | 0.12     |        |              | $       |     |        |   | $       | 0.39  |       
|                                                                                                            | Discontinued operations                             |         |        | 0.11               |        |                   |        |         |        |              |         | 0.11 |        |   |         | 0.02  |       
|                                                                                                            | Cumulative effect of change
In accounting principle |         |        |                   |        |                   |        |         |        |              |         |     |        |   |         | (0.19 | )     
|                                                                                                            |                                                     |         |        |                    |        |                   |        |          |        |              |         |      |        |   |         |      
|                                                                                                            |                                                     |         | 0.10   |                    |        | $                 | 0.12   |          |        | $            | 0.11    |      |        | $ | 0.22    |      
|                                                                                                            |                                                     |         |        |                    |        |                   |        |          |        |              |         |      |        |   |         |      
|Weighted average shares
outstanding:                                                                        |                                                     |         |        |                    |        |                   |        |          |        |              |         |      |        |   |         |      
|                                                                                                            |                                                     | Basic   |        |                    | 27,189 |                   |        |          | 27,134 |              |         |      | 27,388 |   |         |       | 27,837 | 
|                                                                                                            |                                                     | Diluted |        |                    | 27,189 |                   |        |          | 28,274 |              |         |      | 28,259 |   |         |       | 28,678 | 

The accompanying notes are an integral part of the interim
consolidated financial statements.

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

|                                                                                                                |                                                                                                                                                                   |                                            |        |                   |         |                |        |         |         | 
|--------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------ | ----------------- | ------- | -------------- | ------ | ------- | ------- | 
|                                                                                                                |                                                                                                                                                                   |                                            |        | December 31, 2003 |         | March 31, 2003
|                                                                                                                |                                                                                                                                                                   |                                            |        |                   |         |               
|                                                                                                                |                                                                                                                                                                   |                                            |        | (Unaudited)       |         |                |        |        
|ASSETS                                                                                                          |                                                                                                                                                                   |                                            |        |                   |         |                |        |        
|Current Assets:                                                                                                 |                                                                                                                                                                   |                                            |        |                   |         |                |        |        
|                                                                                                                | Cash and cash equivalents                                                                                                                                         |                                            | $      | 6,940             |         |                | $      | 11,413  |        
|                                                                                                                | Accounts receivable (less allowances of $4,749 and
$3,938, respectively)                                                                                          |                                            |        | 26,233            |         |                |        | 24,593  |        
|                                                                                                                | Other receivables                                                                                                                                                 |                                            |        | 1,873             |         |                |        | 2,954   |        
|                                                                                                                | Inventories                                                                                                                                                       |                                            |        | 37,920            |         |                |        | 45,177  |        
|                                                                                                                | Prepaid expenses and other current assets                                                                                                                         |                                            |        | 5,030             |         |                |        | 6,871   |        
|                                                                                                                | Net assets related to discontinued operations                                                                                                                     |                                            |        | 522               |         |                |        |        |        
|                                                                                                                | Deferred tax assets                                                                                                                                               |                                            |        | 6,297             |         |                |        | 6,761   |        
|                                                                                                                |                                                                                                                                                                   |                                            |        |                   |         |                |        |        
|                                                                                                                |                                                                                                                                                                   | Total current assets                       |        |                   | 84,815  |                |        |         | 97,769  | 
|Property and equipment - (net of accumulated
depreciation

and amortization of $7,225 and $6,628, respectively) |                                                                                                                                                                   |                                            | 8,239  |                   |         |                | 9,823  |        
|Deferred catalog expenses                                                                                       |                                                                                                                                                                   |                                            | 1,341  |                   |         |                | 1,912  |        
|Trademarks and other intangible assets (net of
accumulated
amortization of $3,739 and $3,403,respectively)      |                                                                                                                                                                   |                                            | 5,277  |                   |         |                | 5,613  |        
|Deferred tax assets                                                                                             |                                                                                                                                                                   |                                            | 14,184 |                   |         |                | 17,595 |        
|Other assets                                                                                                    |                                                                                                                                                                   |                                            | 1,446  |                   |         |                | 1,850  |        
|                                                                                                                |                                                                                                                                                                   |                                            |        |                   |         |                |        |         |        
|                                                                                                                |                                                                                                                                                                   | Total Assets                               |        | $                 | 115,302 |                |        | $       | 134,562 | 
|                                                                                                                |                                                                                                                                                                   |                                            |        |                   |         |                |        |        
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                            |                                                                                                                                                                   |                                            |        |                   |         |                |        |        
|Current Liabilities:                                                                                            |                                                                                                                                                                   |                                            |        |                   |         |                |        |        
|                                                                                                                | Current maturities of long-term borrowings                                                                                                                        |                                            | $      | 71                |         |                | $      | 11,634  |        
|                                                                                                                | Short-term borrowings                                                                                                                                             |                                            |        | 4,050             |         |                |        | 1,918   |        
|                                                                                                                | Accounts payable and other current liabilities                                                                                                                    |                                            |        | 30,019            |         |                |        | 30,596  |        
|                                                                                                                | Accrued sales returns                                                                                                                                             |                                            |        | 2,855             |         |                |        | 3,768   |        
|                                                                                                                | Income taxes payable                                                                                                                                              |                                            |        | 12                |         |                |        | 752     |        
|                                                                                                                |                                                                                                                                                                   |                                            |        |                   |         |                |        |        
|                                                                                                                |                                                                                                                                                                   | Total current liabilities                  |        |                   | 37,007  |                |        |         | 48,668  | 
|Long-term borrowings                                                                                            |                                                                                                                                                                   |                                            | 9,383  |                   |         |                | 18,079 |        
|Minority interest                                                                                               |                                                                                                                                                                   |                                            | 16,772 |                   |         |                | 16,578 |        
|Shareholders Equity:                                                                                           |                                                                                                                                                                   |                                            |        |                   |         |                |        |        
|                                                                                                                | Preferred shares - 10,000,000 shares authorized,
3,677 shares issued and outstanding                                                                              |                                            |        | 3,310             |         |                |        | 3,310   |        
|                                                                                                                | Common shares - $.01 par value, 75,000,000 shares
authorized; 52,310,350 and 51,981,431 shares
issued;
26,956,683 and 27,413,089 shares outstanding,
respectively |                                            |        | 523               |         |                |        | 520     |        
|                                                                                                                | Capital in excess of par value                                                                                                                                    |                                            |        | 115,912           |         |                |        | 115,122 |        
|                                                                                                                | Accumulated other comprehensive losses                                                                                                                            |                                            |        | (100              | )       |                |        | (104    | )      
|                                                                                                                | Accumulated deficit                                                                                                                                               |                                            |        | (44,887           | )       |                |        | (47,936 | )      
|                                                                                                                | Treasury stock, at cost 25,353,667 and 24,568,342
shares, respectively                                                                                            |                                            |        | (22,618           | )       |                |        | (19,675 | )      
|                                                                                                                |                                                                                                                                                                   |                                            |        |                   |         |                |        |        
|                                                                                                                |                                                                                                                                                                   | Total shareholders equity                 |        |                   | 52,140  |                |        |         | 51,237  | 
|                                                                                                                |                                                                                                                                                                   |                                            |        |                   |         |                |        |        
|                                                                                                                |                                                                                                                                                                   | Total Liabilities and Shareholders Equity |        | $                 | 115,302 |                |        | $       | 134,562 | 
|                                                                                                                |                                                                                                                                                                   |                                            |        |                   |         |                |        |        

The accompanying notes are an integral part of the interim
consolidated financial statements.

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EMERSON RADIO CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

|                                                     |                                                                                          |                                        |                                                |          |                   |        |          |          |       |        |  
|---------------------------------------------------- | ---------------------------------------------------------------------------------------- | -------------------------------------- | ---------------------------------------------- | -------- | ----------------- | ------ | -------- | -------- | ----- | ------ | -
|                                                     |                                                                                          |                                        |                                                |          | Nine Months Ended
|                                                     |                                                                                          |                                        |                                                |          |                  
|                                                     |                                                                                          |                                        |                                                |          | December          |        | December
|                                                     |                                                                                          |                                        |                                                |          | 31, 2003          |        | 31, 2002
|                                                     |                                                                                          |                                        |                                                |          |                   |        |         
|Cash Flows from Operating Activities:                |                                                                                          |                                        |                                                |          |                   |        |          |         
|                                                     | Income from continuing operations                                                        |                                        | $                                              | 1        |                   |        | $        | 5,760    |      
|                                                     | Adjustments to reconcile net income (loss) to net
cash provided by operating activities: |                                        |                                                |          |                   |        |          |          |      
|                                                     |                                                                                          | Minority interest                      |                                                |          | 190               |        |          |          | (996  | )     
|                                                     |                                                                                          | Depreciation and amortization          |                                                |          | 2,769             |        |          |          | 2,394 |       
|                                                     |                                                                                          | Deferred tax assets                    |                                                |          | 3,875             |        |          |          | 4,093 |       
|                                                     |                                                                                          | Cumulative effect of accounting change |                                                |          |                  |        |          |          | 5,546 |       
|                                                     |                                                                                          | Asset allowances, reserves and other   |                                                |          | 628               |        |          |          | 4,438 |       
|                                                     |                                                                                          | Changes in assets and liabilities:     |                                                |          |                   |        |          |          |       |       
|                                                     |                                                                                          |                                        | Accounts receivable                            |          |                   | (7,580 | )        |          |       | 3,017  |  
|                                                     |                                                                                          |                                        | Other receivables                              |          |                   | 1,072  |          |          |       | 680    |  
|                                                     |                                                                                          |                                        | Inventories                                    |          |                   | 2,367  |          |          |       | (4,851 | )
|                                                     |                                                                                          |                                        | Prepaid expenses and other current assets      |          |                   | 2,341  |          |          |       | 548    |  
|                                                     |                                                                                          |                                        | Other assets                                   |          |                   | (21    | )        |          |       | (1,185 | )
|                                                     |                                                                                          |                                        | Accounts payable and other current liabilities |          |                   | 1,235  |          |          |       | 467    |  
|                                                     |                                                                                          |                                        | Income taxes payable                           |          |                   | (740   | )        |          |       | 1,125  |  
|                                                     |                                                                                          |                                        |                                                |          |                   |        |          |         
|                                                     | Operating cash flow provided by continuing
operations                                    |                                        |                                                | 6,137    |                   |        |          | 21,036   |      
|                                                     | Operating cash flow provided by discontinued
operations                                  |                                        |                                                | 469      |                   |        |          | 584      |      
|                                                     |                                                                                          |                                        |                                                |          |                   |        |          |         
|                                                     | Net
cash provided by operating activities                                                |                                        |                                                | 6,606    |                   |        |          | 21,620   |      
|                                                     |                                                                                          |                                        |                                                |          |                   |        |          |         
|Cash Flows from Investing Activities:                |                                                                                          |                                        |                                                |          |                   |        |          |         
|                                                     | Additions of property and equipment                                                      |                                        |                                                | (323     | )                 |        |          | (495     | )    
|                                                     | Proceeds from sale of discontinued operations                                            |                                        |                                                | 10,517   |                   |        |          |         |      
|                                                     |                                                                                          |                                        |                                                |          |                   |        |          |          |      
|                                                     | Net cash (used) provided by investing activities                                         |                                        |                                                | 10,194   |                   |        |          | (495     | )    
|                                                     |                                                                                          |                                        |                                                |          |                   |        |          |         
|Cash Flows from Financing Activities:                |                                                                                          |                                        |                                                |          |                   |        |          |         
|                                                     | Net borrowings (repayments) under line of
Credit facility                                |                                        |                                                | 2,132    |                   |        |          | (6,142   | )    
|                                                     | Purchase of common stock                                                                 |                                        |                                                | (2,943   | )                 |        |          | (5,697   | )    
|                                                     | Exercise of stock options and warrants                                                   |                                        |                                                | 281      |                   |        |          | 343      |      
|                                                     | Long-term borrowings                                                                     |                                        |                                                | 114,010  |                   |        |          | 137,024  |      
|                                                     | Repayments of long-term borrowings                                                       |                                        |                                                | (134,753 | )                 |        |          | (142,921 | )    
|                                                     |                                                                                          |                                        |                                                |          |                   |        |          |         
|                                                     | Net cash used by financing activities                                                    |                                        |                                                | (21,273  | )                 |        |          | (17,393  | )    
|                                                     |                                                                                          |                                        |                                                |          |                   |        |          |         
|Net increase (decrease) in cash and cash equivalents |                                                                                          |                                        | (4,473                                         | )        |                   |        | 3,732    |         
|Cash and cash equivalents at beginning of year       |                                                                                          |                                        | 11,413                                         |          |                   |        | 19,228   |         
|                                                     |                                                                                          |                                        |                                                |          |                   |        |          |         
|Cash and cash equivalents at end of period           |                                                                                          | $                                      | 6,940                                          |          |                   | $      | 22,960   |         
|                                                     |                                                                                          |                                        |                                                |          |                   |        |          |         

The accompanying notes are an integral part of the interim
consolidated financial statements.

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EMERSON RADIO CORP. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1  BACKGROUND AND BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Emerson
Radio Corp. (Emerson, consolidated - Us, We, Our) and its
majority-owned subsidiaries, including Sport Supply Group, Inc. (SSG). We
operate in two business segments: consumer electronics and sporting goods. The
consumer electronics segment designs, sources, imports and markets a variety of
consumer electronic products and licenses the (EMERSON LOGO)
trademark for a variety of
products domestically and internationally to certain licensees. The sporting
goods segment, which is operated through Emersons 53.2% ownership of SSG,
manufactures, markets, and distributes sports related equipment and leisure
products to institutional customers in the United States.

The unaudited interim consolidated financial statements reflect all normal
and recurring adjustments that are, in the opinion of management, necessary to
present a fair statement of our consolidated financial position as of December
31, 2003 and the results of operations for the three and nine month periods
ended December 31, 2003 and 2002. The unaudited interim consolidated financial
statements have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission and accordingly do not include all of the
disclosures normally made in our annual consolidated financial statements. It
is suggested that these unaudited interim consolidated financial statements be
read in conjunction with the consolidated financial statements and notes
thereto for the fiscal year ended March 31, 2003 (fiscal 2003), included in
our annual report on Form 10-K.

The consolidated financial statements include our accounts and all of our
majority-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation. The preparation of the
unaudited interim consolidated financial statements requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes; actual results could materially differ from
those estimates.

From July 2003 through October 2003 certain of SSGs team dealers located
in Little Rock, Arkansas, Enid, Oklahoma and Wichita, Kansas were discontinued.
In November 2003, SSG sold all of the issued and outstanding capital stock of
its wholly-owned subsidiary, Athletic Training Equipment Company, Inc.
(ATEC). Collectively, SSG refers to these as Discontinued Operations and
accordingly, the accompanying financial statements reflect these as
discontinued operations. See Note 12 Discontinued Operations.

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Due to the seasonal nature of both segments, the results of operations for
the three and nine month periods ended December 31, 2003 are not necessarily
indicative of the results of operations that may be expected for any other
interim period or for the full year ending March 31, 2004 (fiscal 2004).

Emerson and SSG have elected to follow Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees: (APB 25) and related
Interpretations in accounting for its employee stock options. Under APB 25,
because the exercise price of our employee stock options equals or exceeds the
market price of the underlying stock on date of grant, no compensation expense
is recognized. Emerson and SSG have adopted the disclosure-only provisions
under Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation (SFAS 123). For the purposes of SFAS 123 pro forma
disclosures, the estimated fair value of the options is amortized to expense
over the options vesting periods. Our pro forma information for the three and
nine month periods ended December 31, 2003 and 2002 follows:

|                                                           |                                                  |  |                    |       |                   |  |          |       |          |  |   |     |   |  |   |        |  
|---------------------------------------------------------- | ------------------------------------------------ |  | ------------------ | ----- | ----------------- |  | -------- | ----- | -------- |  | - | --- | - |  | - | ------ | -
|                                                           |                                                  |  | Three Months Ended |       | Nine Months Ended
|                                                           |                                                  |  |                    |       |                  
|                                                           |                                                  |  | December           |       | December          |  | December |       | December
|                                                           |                                                  |  | 31, 2003           |       | 31, 2002          |  | 31, 2003 |       | 31, 2002
|                                                           |                                                  |  |                    |       |                   |  |          |       |         
|Income (loss) from
continuing operations (in
thousands)    |                                                  |  |                    |       |                   |  |          |       |          |  |   |     |   |  |   |       
|                                                           | As reported                                      |  | $                  | (340  | )                 |  | $        | 3,186 |          |  | $ | 1   |   |  | $ | 11,306 |  
|                                                           | Less: Employee stock-
based compensation
expense |  |                    | (10   | )                 |  |          | (29   | )        |  |   | (24 | ) |  |   | (83    | )
|                                                           |                                                  |  |                    |       |                   |  |          |       |          |  |   |     |   |  |   |       
|                                                           | Pro forma                                        |  | $                  | (350  | )                 |  | $        | 3,157 |          |  | $ | (23 | ) |  | $ | 11,223 |  
|                                                           |                                                  |  |                    |       |                   |  |          |       |          |  |   |     |   |  |   |       
|Income (loss) from
continuing operations per
common share: |                                                  |  |                    |       |                   |  |          |       |          |  |   |     |   |  |   |       
|                                                           | Basic - as reported                              |  | $                  | (0.01 | )                 |  | $        | 0.12  |          |  | $ |    |   |  | $ | 0.41   |  
|                                                           | Basic - pro forma                                |  | $                  | (0.01 | )                 |  | $        | 0.12  |          |  | $ |    |   |  | $ | 0.40   |  
|                                                           | Diluted - as reported                            |  | $                  | (0.01 | )                 |  | $        | 0.12  |          |  | $ |    |   |  | $ | 0.39   |  
|                                                           | Diluted - pro forma                              |  | $                  | (0.01 | )                 |  | $        | 0.11  |          |  | $ |    |   |  | $ | 0.39   |  

|                          |                                                  |  |                    |       |                   |  |          |       |          |  |   |       |   |  |   |       |  
|------------------------- | ------------------------------------------------ |  | ------------------ | ----- | ----------------- |  | -------- | ----- | -------- |  | - | ----- | - |  | - | ----- | -
|                          |                                                  |  | Three Months Ended |       | Nine Months Ended
|                          |                                                  |  |                    |       |                  
|                          |                                                  |  | December           |       | December          |  | December |       | December
|                          |                                                  |  | 31, 2003           |       | 31, 2002          |  | 31, 2003 |       | 31, 2002
|                          |                                                  |  |                    |       |                   |  |          |       |         
|Net income:(in thousands) |                                                  |  |                    |       |                   |  |          |       |          |  |   |       |   |  |   |      
|                          | As reported                                      |  | $                  | 2,813 |                   |  | $        | 3,278 |          |  | $ | 3,049 |   |  | $ | 6,344 |  
|                          | Less: Employee stock-
based compensation
expense |  |                    | (10   | )                 |  |          | (29   | )        |  |   | (24   | ) |  |   | (83   | )
|                          |                                                  |  |                    |       |                   |  |          |       |          |  |   |       |   |  |   |      
|                          | Pro forma                                        |  | $                  | 2,803 |                   |  | $        | 3,249 |          |  | $ | 3,025 |   |  | $ | 6,261 |  
|                          |                                                  |  |                    |       |                   |  |          |       |          |  |   |       |   |  |   |      

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\

|                             |                       |  |                    |      |                   |  |          |      |          |  |   |      |  |  |   |      | 
|---------------------------- | --------------------- |  | ------------------ | ---- | ----------------- |  | -------- | ---- | -------- |  | - | ---- |  |  | - | ---- | 
|                             |                       |  | Three Months Ended |      | Nine Months Ended
|                             |                       |  |                    |      |                  
|                             |                       |  | December           |      | December          |  | December |      | December
|                             |                       |  | 31, 2003           |      | 31, 2002          |  | 31, 2003 |      | 31, 2002
|                             |                       |  |                    |      |                   |  |          |      |         
|Net income per common
share: |                       |  |                    |      |                   |  |          |      |          |  |   |      |  |  |   |     
|                             | Basic - as reported   |  | $                  | 0.10 |                   |  | $        | 0.12 |          |  | $ | 0.11 |  |  | $ | 0.23 | 
|                             | Basic - pro forma     |  | $                  | 0.10 |                   |  | $        | 0.12 |          |  | $ | 0.11 |  |  | $ | 0.22 | 
|                             | Diluted - as reported |  | $                  | 0.10 |                   |  | $        | 0.12 |          |  | $ | 0.11 |  |  | $ | 0.22 | 
|                             | Diluted - pro forma   |  | $                  | 0.10 |                   |  | $        | 0.11 |          |  | $ | 0.11 |  |  | $ | 0.22 | 

Certain reclassifications were made to conform prior years financial
Statements to the current presentation.

NOTE 2 - COMPREHENSIVE INCOME

Our comprehensive income for the three and nine month periods ended
December 31, 2003 and 2002 is as follows (in thousands):

|                                                                               |  |                    |       |                   |  |          |       |          |  |   |       |   |  |   |       |  
|------------------------------------------------------------------------------ |  | ------------------ | ----- | ----------------- |  | -------- | ----- | -------- |  | - | ----- | - |  | - | ----- | -
|                                                                               |  | Three Months Ended |       | Nine Months Ended
|                                                                               |  |                    |       |                  
|                                                                               |  | December           |       | December          |  | December |       | December
|                                                                               |  | 31, 2003           |       | 31, 2002          |  | 31, 2003 |       | 31,2002 
|                                                                               |  |                    |       |                   |  |          |       |         
|                                                                               |  | (Unaudited)        |       | (Unaudited)      
|Net income                                                                     |  | $                  | 2,813 |                   |  | $        | 3,278 |          |  | $ | 3,049 |   |  | $ | 6,344 |  
|Currency translation adjustment                                                |  |                    |      |                   |  |          | (1    | )        |  |   |      |   |  |   |      |  
|Interest rate swap                                                             |  |                    | (4    | )                 |  |          | (7    | )        |  |   | (12   | ) |  |   | (44   | )
|Cumulative effect on equity of
SFAS 133, net of taxes                          |  |                    |      |                   |  |          |      |          |  |   |      |   |  |   | (40   | )
|Unrealized loss on
securities, net                                             |  |                    | (23   | )                 |  |          |      |          |  |   | (26   | ) |  |   | (2    | )
|Recognition of unrealized losses
related to investments
included in net income |  |                    |      |                   |  |          |      |          |  |   | 42    |   |  |   |      |  
|                                                                               |  |                    |       |                   |  |          |       |          |  |   |       |   |  |   |       |  
|Comprehensive income                                                           |  | $                  | 2,786 |                   |  | $        | 3,270 |          |  | $ | 3,053 |   |  | $ | 6,258 |  
|                                                                               |  |                    |       |                   |  |          |       |          |  |   |       |   |  |   |       |  

NOTE 3 - EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except per share amounts):

|                                                                                                                                                        |  |   |                    |   |                   |   |          |  |          |   |   |  |  |   |        |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------------------ | - | ----------------- | - | -------- |  | -------- | - | - |  |  | - | ------ |  | 
|                                                                                                                                                        |  |   | Three Months Ended |   | Nine Months Ended
|                                                                                                                                                        |  |   |                    |   |                  
|                                                                                                                                                        |  |   | December           |   | December          |   | December |  | December
|                                                                                                                                                        |  |   | 31, 2003           |   | 31,2002           |   | 31, 2003 |  | 31,2002 
|                                                                                                                                                        |  |   |                    |   |                   |   |          |  |         
|                                                                                                                                                        |  |   | (Unaudited)        |   | (Unaudited)      
|Numerator:                                                                                                                                              |  |   |                    |   |                   |   |          |  |          |   |   |  |  |   |        | 
|Net earnings (loss) before
discontinued operations and
cumulative effect of change
in accounting principle and
for basic and diluted
earnings per share |  | $ | (340               | ) |                   | $ | 3,186    |  |          | $ | 1 |  |  | $ | 11,306 | 
|                                                                                                                                                        |  |   |                    |   |                   |   |          |  |          |   |   |  |  |   |        | 

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|                                                                                             |                      |   |                    |   |                   |   |          |       |          |   |        |     |  |   |        |     | 
|-------------------------------------------------------------------------------------------- | -------------------- | - | ------------------ | - | ----------------- | - | -------- | ----- | -------- | - | ------ | --- |  | - | ------ | --- | 
|                                                                                             |                      |   | Three Months Ended |   | Nine Months Ended
|                                                                                             |                      |   |                    |   |                  
|                                                                                             |                      |   | December           |   | December          |   | December |       | December
|                                                                                             |                      |   | 31, 2003           |   | 31,2002           |   | 31, 2003 |       | 31,2002 
|                                                                                             |                      |   |                    |   |                   |   |          |       |         
|                                                                                             |                      |   | (Unaudited)        |   | (Unaudited)      
|Denominator:                                                                                 |                      |   |                    |   |                   |   |          |       |          |   |        |     |  |   |        |    
|Denominator for basic earnings
per share - weighted average
shares                           |                      |   | 27,189             |   |                   |   | 27,134   |       |          |   | 27,388 |     |  |   | 27,837 |    
|Effect of dilutive securities:                                                               |                      |   |                    |   |                   |   |          |       |          |   |        |     |  |   |        |    
|                                                                                             | Options and warrants |   |                    |  |                   |   |          | 1,140 |          |   |        | 871 |  |   |        | 841 | 
|                                                                                             |                      |   |                    |   |                   |   |          |       |          |   |        |     |  |   |        |    
|Denominator for diluted
earnings per share -
weighted average shares and
assumed conversions |                      |   | 27,189             |   |                   |   | 28,274   |       |          |   | 28,259 |     |  |   | 28,678 |    
|                                                                                             |                      |   |                    |   |                   |   |          |       |          |   |        |     |  |   |        |    
|Basic earnings (loss) per share,
from continuing operations                                  |                      | $ | (0.01              | ) |                   | $ | 0.12     |       |          | $ |       |     |  | $ | 0.41   |    
|Discontinued operations                                                                      |                      |   | 0.11               |   |                   |   |         |       |          |   | 0.11   |     |  |   | 0.02   |    
|Cumulative effect of change in
accounting principle                                          |                      |   |                   |   |                   |   |         |       |          |   |       |     |  |   | (0.20  | )  
|                                                                                             |                      |   |                    |   |                   |   |          |       |          |   |        |     |  |   |        |    
|Basic earnings per share                                                                     |                      | $ | 0.10               |   |                   | $ | 0.12     |       |          | $ | 0.11   |     |  | $ | 0.23   |    
|                                                                                             |                      |   |                    |   |                   |   |          |       |          |   |        |     |  |   |        |    
|Diluted earnings(loss) per share,
from continuing operations                                 |                      | $ | (0.01              | ) |                   | $ | 0.12     |       |          | $ |       |     |  | $ | 0.39   |    
|Discontinued operations                                                                      |                      |   | 0.11               |   |                   |   |         |       |          |   | 0.11   |     |  |   | 0.02   |    
|Cumulative effect of change in
accounting principle                                          |                      |   |                   |   |                   |   |         |       |          |   |       |     |  |   | (0.19  | )  
|                                                                                             |                      |   |                    |   |                   |   |          |       |          |   |        |     |  |   |        |    
|Diluted earnings per share                                                                   |                      | $ | 0.10               |   |                   | $ | 0.12     |       |          | $ | 0.11   |     |  | $ | 0.22   |    
|                                                                                             |                      |   |                    |   |                   |   |          |       |          |   |        |     |  |   |        |    

NOTE 4- CAPITAL STRUCTURE

Our outstanding capital stock at December 31, 2003 consisted of common
stock and Series A convertible preferred stock in which the conversion feature
expired effective March 31, 2002.

At December 31, 2003, Emerson had outstanding approximately 907,000
options with exercise prices ranging from $1.00 to $1.50 and SSG had
outstanding approximately 239,000 options with exercise prices ranging from
$0.95 to $9.44.

On August 1, 2002, Emerson granted 200,000 warrants with an exercise price
of $2.20, vesting 50% in six months and 50% one year from date of grant in
conjunction with a consulting agreement. The warrants were valued using the
Black-Scholes option valuation model and are charged to earnings over the
related service period of the consulting agreement with $396,000 and $420,664
being charged to operations for the three and nine month periods ending
December 31, 2003, and $18,501 and $30,835 for the three and nine month periods
ending December 31, 2002. In February 2003, 100,000 of these warrants were
exercised. In November 2003, the remaining 100,000 of these warrants were
exercised under a cashless exercise and 45,544 shares of common stock were
issued.

On October 7, 2003, in conjunction with a consulting agreement, Emerson
granted 50,000 warrants with an exercise price of $5.00 per share. These
warrants were valued using the Black-Scholes option valuation model, which
resulted in $90,500 being charged to earnings during the three and
nine month periods ending December 31, 2003. As of December 31, 2003 these
warrants had not been exercised.

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NOTE 5 - INVENTORY

Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out method for the consumer electronics segment and
for the sporting goods segment, standard cost method for items manufactured and
weighted average cost for items purchased for resale. As of December 31, 2003
and March 31, 2003, inventories consisted of the following (in thousands):

|                          |  |              |        |           |  |   |        |  
|------------------------- |  | ------------ | ------ | --------- |  | - | ------ | -
|                          |  | December 31, |        | March 31,
|                          |  | 2003         |        | 2003     
|                          |  |              |        |          
|                          |  | (Unaudited)  |        |           |  |  
|Raw materials             |  | $            | 1,135  |           |  | $ | 2,095  |  
|Work-in-process           |  |              | 37     |           |  |   | 318    |  
|Finished                  |  |              | 38,788 |           |  |   | 45,387 |  
|                          |  |              |        |           |  |   |        |  
|                          |  |              | 39,960 |           |  |   | 47,800 |  
|Less inventory allowances |  |              | (2,040 | )         |  |   | (2,623 | )
|                          |  |              |        |           |  |   |        |  
|                          |  | $            | 37,920 |           |  | $ | 45,177 |  
|                          |  |              |        |           |  |   |        |  

NOTE 6 - INCOME TAXES

We have tax net operating loss carry forwards included in net deferred
tax assets that are available to offset future taxable income and can be
carried forward for 15 to 20 years. Although realization is not assured, we
believe it is more likely than not that all of the net deferred tax assets
will be realized through tax planning strategies available in future periods
and through future profitable operating results. The amount of the deferred
tax asset considered realizable, however, could be reduced or eliminated if
certain tax planning strategies are not successfully executed or estimates of
future taxable income during the carryforward period are reduced. If we
determine that we would not be able to realize all or part of the net deferred
tax asset in the future, an adjustment to the deferred tax asset would be
charged to income in the period such determination was made.

Tax benefits resulting from operating losses and discontinued operations
losses for the nine months ended December 31, 2003 have been fully reserved in
our tax allowance and, accordingly, a tax benefit was not recorded in our
consolidated Statement of Operations. Income taxes from the gain on the sale
of ATEC are reflected as a reduction to our net deferred tax asset. The high
effective tax rate reflected in the consolidated statement of operations for
the three and nine months ended December 31, 2003 was the result of our
multinational tax structure, which yields varying tax effective rates. See
Note 1 - Background and Basis of Presentation and Note 12 - Discontinued
Operations.

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At December 31, 2003, approximately $20.5 million of deferred tax assets
were reported on our balance sheet.

NOTE 7 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

As of December 31, 2003 and March 31, 2003, Emerson owned 4,746,023
(approximately 53.2% of the issued and outstanding) shares of common stock of
SSG. SSGs results of operations and the minority interest related to those
results have been included in our quarterly and year-to-date results of
operations.

Effective March 1997, Emerson entered into a Management Services
Agreement with SSG, under which each company provides various managerial and
administrative services to the other company for a fee at terms reflected in
an arms-length transaction. These charges have been eliminated in
consolidation.

NOTE 8 - GOODWILL AND OTHER INTANGIBLE ASSETS

In June 2001, the Financial Accounting Standards Board issued Statement
No. 142, Goodwill and Other Intangible Assets (SFAS 142). SFAS 142 requires
that goodwill not be amortized but instead be tested for impairment at least
annually by reporting unit. As a result of adopting SFAS 142, we ceased
recording amortization of goodwill on April 1, 2002 and, recorded a non-cash
cumulative effect of change in accounting principle of approximately $5.5
million ($0.19 per diluted share for the nine month period ended December 31,
2002), associated with the write-off of all of the goodwill attributed to the
sporting goods segment.

As of December 31, 2003, estimated amortization expense of other
intangible assets for each of the next five years is as follows (in
thousands):

|           |  |   |       | 
|---------- |  | - | ----- | 
|2004       |  | $ | 504   | 
|2005       |  |   | 504   | 
|2006       |  |   | 466   | 
|2007       |  |   | 406   | 
|2008       |  |   | 337   | 
|Thereafter |  |   | 3,060 | 
|           |  |   |       | 
|           |  | $ | 5,277 | 
|           |  |   |       | 

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NOTE 9 - BORROWINGS

As of December 31, 2003 and March 31, 2003, short-term borrowings
consisted of the following (in thousands):

|                  |  |              |       |           |  |   |       | 
|----------------- |  | ------------ | ----- | --------- |  | - | ----- | 
|                  |  | December 31, |       | March 31,
|                  |  | 2003         |       | 2003     
|                  |  |              |       |          
|                  |  | (Unaudited)  |       |           |  |  
|Foreign bank loan |  | $            | 4,050 |           |  | $ | 1,918 | 
|                  |  |              |       |           |  |   |       | 

As of December 31, 2003 and March 31, 2003, long-term borrowings
consisted of the following (in thousands):

|                                      |                                  |   |              |       |           |   |        |        | 
|------------------------------------- | -------------------------------- | - | ------------ | ----- | --------- | - | ------ | ------ | 
|                                      |                                  |   | December 31, |       | March 31,
|                                      |                                  |   | 2003         |       | 2003     
|                                      |                                  |   |              |       |          
|                                      |                                  |   | (Unaudited)  |       |           |   |       
|Revolver (Revolver A)                 |                                  | $ | 2,450        |       |           | $ |       |       
|Term loan (Term Loan)                 |                                  |   |             |       |           |   | 12,000 |       
|Revolving line of credit
(Revolver B) |                                  |   | 6,876        |       |           |   | 17,522 |       
|Equipment notes and other             |                                  |   | 128          |       |           |   | 191    |       
|                                      |                                  |   |              |       |           |   |        |       
|                                      |                                  |   | 9,454        |       |           |   | 29,713 |       
|Less current maturities               |                                  |   | 71           |       |           |   | 11,634 |       
|                                      |                                  |   |              |       |           |   |        |       
|                                      | Long term debt and notes payable |   | $            | 9,383 |           |   | $      | 18,079 | 
|                                      |                                  |   |              |       |           |   |        |       

Refinancing Transaction in Fiscal 2003- On June 28, 2002, Emerson
entered into a $40 million Revolving Credit and Term Loan Agreement (Loan
Agreement) with several U.S. financial institutions. The Loan Agreement
provides for a $25 million revolving line of credit (Revolver A)and a $15
million term loan (Term Loan). The $25 million revolving line of credit
replaced Emersons $15 million senior secured facility and provides for
revolving loans, subject to individual maximums which, in the aggregate, are
not to exceed the lesser of $25 million or a Borrowing Base as defined in
the Loan Agreement.

Revolver A and Term Loan- The Borrowing Base amount is established by
specified percentages of eligible accounts receivables and inventories and
bears interest ranging from Prime plus 0.50% to 1.25% or, at Emersons
election, LIBOR plus 2.00% to 2.75% depending on certain financial covenants.
The interest rate charged on the Term Loan ranged from Prime plus 1.00% to
1.75% or, at Emersons election, LIBOR plus 2.50% and 3.25% depending on
certain financial covenants and amortizes over a three-year period. Pursuant
to the Loan Agreement, Emerson is restricted from, among other things, paying
certain cash dividends, repurchasing Emersons common stock and entering into
certain transactions without the lenders prior consent and are subject to
certain net worth and leverage financial covenants. Amounts outstanding
under the Loan Agreement are secured by substantially all of Emersons
tangible assets.

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As of December 31, 2003, Emerson repaid in full ahead of schedule the
Term Loan, and had approximately $2.5 million outstanding under Revolver A
and was in compliance with the covenants contained in the Loan Agreement, as
amended during the three months ended December 31, 2003.

Revolver B- During the quarter ending December 31, 2003, SSG amended
its Loan and Security Agreement to finance its working capital requirements
through October 31, 2007. Under this amendment, SSGs line of credit was
reduced from $25 million to $20 million; its LIBOR borrowing rates were
reduced from 2.5% to 2.25%; and its inventory and accounts receivable
borrowing rates were increased. This agreement provides for revolving loans
and letters of credit which, in the aggregate, cannot exceed the lesser of
$20 million or a Borrowing Base amount based upon specified percentages of
eligible accounts receivables and inventories. Amounts outstanding under the
senior credit facility are secured by substantially all the assets of SSG and
its subsidiaries. Pursuant to the loan documents governing this line of
credit, SSG is restricted from, among other things, paying cash dividends and
entering into certain transactions without the lenders prior consent and it
is required to maintain certain net worth levels.

SSGs Loan and Security Agreement allows its lender to accelerate
payment upon the occurrence of an event that has a material adverse effect
upon the business, operations, properties, assets, goodwill, or condition
(financial or otherwise) of SSG on a consolidated basis. Additionally, the
Loan and Security Agreement requires SSG to maintain a depository account in
favor of our lender. SSGs lender has agreed to modify the Loan and Security
Agreement to make the material adverse change clause provision an event of
default only if availability levels, net of borrowings, fall below certain
levels. As of December 31, 2003, SSG was in compliance with the covenants in
the Loan Agreement, as amended.

As of December 31, 2003, the carrying value of these credit facilities
approximated fair value.

NOTE 10 - SEGMENT INFORMATION

The following table presents certain operating segment information for
each of the three and nine month periods ended December 31, 2003 and 2002 (in
thousands):

|                                     |  |                    |         |                    |  |             |        |                |  |   |        |  |  |   |        | 
|------------------------------------ |  | ------------------ | ------- | ------------------ |  | ----------- | ------ | -------------- |  | - | ------ |  |  | - | ------ | 
|                                     |  | Three Months Ended |         | Three Months Ended
|                                     |  | December 31, 2003  |         | December 31, 2002 
|                                     |  |                    |         |                   
|                                     |  | Consumer           |         |                    |  |             |        | Consumer       |  |   |        | 
|                                     |  | Electronics        |         | Sporting Goods     |  | Electronics |        | Sporting Goods
|                                     |  |                    |         |                    |  |             |        |               
|Net revenues from
external customers |  |                    | $61,619 |                    |  | $           | 14,726 |                |  | $ | 71,427 |  |  | $ | 15,126 | 
|                                     |  |                    |         |                    |  |             |        |                |  |   |        |  |  |   |        | 

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|                                                                                                                   |  |                    |        |                    |  |             |        |                |  |   |        |  |  |   |        |  
|------------------------------------------------------------------------------------------------------------------ |  | ------------------ | ------ | ------------------ |  | ----------- | ------ | -------------- |  | - | ------ |  |  | - | ------ | -
|                                                                                                                   |  | Three Months Ended |        | Three Months Ended
|                                                                                                                   |  | December 31, 2003  |        | December 31, 2002 
|                                                                                                                   |  |                    |        |                   
|                                                                                                                   |  | Consumer           |        |                    |  |             |        | Consumer       |  |   |        | 
|                                                                                                                   |  | Electronics        |        | Sporting Goods     |  | Electronics |        | Sporting Goods
|                                                                                                                   |  |                    |        |                    |  |             |        |               
|Income (loss) before
income taxes,
discontinued
operations and
cumulative effect
of change in
accounting
principle |  | $                  | 2,885  |                    |  | $           | (2,572 | )              |  | $ | 7,456  |  |  | $ | (2,339 | )
|                                                                                                                   |  |                    |        |                    |  |             |        |                |  |   |        |  |  |   |        |  
|Segment
assets                                                                                                     |  | $                  | 70,260 |                    |  | $           | 45,042 |                |  | $ | 69,794 |  |  | $ | 55,594 |  
|                                                                                                                   |  |                    |        |                    |  |             |        |                |  |   |        |  |  |   |        |  

|                                                                                                                   |  |                   |         |                   |  |             |        |                |  |   |         |  |  |   |        |  
|------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ------- | ----------------- |  | ----------- | ------ | -------------- |  | - | ------- |  |  | - | ------ | -
|                                                                                                                   |  | Nine Months Ended |         | Nine Months Ended
|                                                                                                                   |  | December 31, 2003 |         | December 31, 2002
|                                                                                                                   |  |                   |         |                  
|                                                                                                                   |  | Consumer          |         |                   |  |             |        | Consumer       |  |   |         | 
|                                                                                                                   |  | Electronics       |         | Sporting Goods    |  | Electronics |        | Sporting Goods
|                                                                                                                   |  |                   |         |                   |  |             |        |               
|Net
revenues from external customers                                                                               |  | $                 | 149,684 |                   |  | $           | 59,705 |                |  | $ | 217,776 |  |  | $ | 58,712 |  
|                                                                                                                   |  |                   |         |                   |  |             |        |                |  |   |         |  |  |   |        |  
|Income (loss) before
income taxes,
discontinued
operations and
cumulative effect
of change in
accounting
principle |  | $                 | 4,271   |                   |  | $           | (2,642 | )              |  | $ | 20,016  |  |  | $ | (2,711 | )
|                                                                                                                   |  |                   |         |                   |  |             |        |                |  |   |         |  |  |   |        |  

NOTE 11 - LEGAL PROCEEDINGS

Putative Class Actions

Between September 4, 2003 and October 30, 2003, several putative class
action lawsuits were filed in the United States District Court for the District
of New Jersey against us and Mssrs. Geoffrey Jurick, Kenneth Corby and John
Raab (the Individual Defendants) on behalf of purchasers of our publicly
traded securities who bought shares between January 29, 2003 and August 12,
2003 (the Class Period.) On December 17, 2003, the Court entered a Joint
Stipulation and Order consolidating these putative class actions under the
caption In Re Emerson Radio Corp. Securities Litigation, 03cv4201 (JLL) (the
Consolidated Action.) Further to that Stipulation and Order, lead plaintiff
was appointed and co-lead counsel and co-liaison counsel were approved by the
Court in the Consolidated Action.

Generally, the original complaints allege that we and the Individual
Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of
1934, and Rule 10b-5 promulgated thereunder, by issuing certain positive
statements during the Class Period regarding our growth and demand for our
products. The complaints further allege that these statements were each
materially false and misleading when made because we allegedly misrepresented
and omitted certain adverse facts which then existed and disclosure of which
was necessary to make the statements not false and misleading.

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The lead plaintiff in the Consolidated Action is currently scheduled to
file an Amended and Consolidated Complaint on or about March 15, 2004, which
may contain additional allegations. We and the Individual Defendants intend to
defend these lawsuits vigorously.

We are also involved in legal proceedings and claims of various types in
the ordinary course of our business. While any such litigation to which we
are a party contains an element of uncertainty, we presently believe that the
outcome of each such proceeding or claim which is pending or known to be
threatened, or all of them combined, will not have a material adverse effect
on our consolidated financial position.

NOTE 12 - DISCONTINUED OPERATIONS

In July 2003, SSG discontinued operations at its team dealer located in
Little Rock, Arkansas and in October 2003, sold substantially all of the assets
at that location (other than cash and accounts receivable). In October 2003,
SSG discontinued operations at its team dealer located in Enid, Oklahoma and in
November 2003, sold substantially all the assets (other than cash and accounts
receivable) of its team dealer located in Wichita, Kansas. These closures and
sales of assets, and related discontinued operations resulted in a loss of
approximately $780,000 for the three months ended December 31, 2003, which
combined with the previously recorded loss recognized totaled $1.2 million for
the nine months ended December 31, 2003. On November 18, 2003, SSG sold all of
the issued and outstanding capital stock of ATEC, resulting in a net gain of
approximately $3.8 million. The results of these transactions are included in
discontinued operations in the accompanying Consolidated Statement of
Operations for the three and nine month periods ended December 31, 2003. See
Note 1 - Background and Basis of Presentation.

The following table represents the results of these discontinued
operations, net of related income taxes (in thousands). See Note 6  Income
Taxes.

|                                    |  |                    |       |                   |  |          |       |          |  |   |       |   |  |   |       |  
|----------------------------------- |  | ------------------ | ----- | ----------------- |  | -------- | ----- | -------- |  | - | ----- | - |  | - | ----- | -
|                                    |  | Three Months Ended |       | Nine Months Ended
|                                    |  |                    |       |                  
|                                    |  | December           |       | December          |  | December |       | December
|                                    |  | 31, 2003           |       | 31, 2002          |  | 31, 2003 |       | 31, 2002
|                                    |  |                    |       |                   |  |          |       |         
|Net revenues-ATEC                   |  | $                  | 2,797 |                   |  | $        | 2,005 |          |  | $ | 6,184 |   |  | $ | 7,468 |  
|                                    |  |                    |       |                   |  |          |       |          |  |   |       |   |  |   |       |  
|Net revenues-Team Dealers           |  |                    | 368   |                   |  |          | 1,387 |          |  |   | 3,043 |   |  |   | 5,200 |  
|                                    |  |                    |       |                   |  |          |       |          |  |   |       |   |  |   |       |  
|Earnings from operations - ATEC     |  |                    | 181   |                   |  |          | 384   |          |  |   | 477   |   |  |   | 892   |  
|Loss from operations - Team Dealers |  |                    | (148  | )                 |  |          | (292  | )        |  |   | (352  | ) |  |   | (308  | )
|Loss on sale of Team Dealers        |  |                    | (632  | )                 |  |          |      |          |  |   | (829  | ) |  |   |      |  
|Gain on sale of ATEC, net           |  |                    | 3,752 |                   |  |          |      |          |  |   | 3,752 |   |  |   |      |  
|                                    |  |                    |       |                   |  |          |       |          |  |   |       |   |  |   |       |  
|Total discontinued operations, net  |  | $                  | 3,153 |                   |  | $        | 92    |          |  | $ | 3,048 |   |  | $ | 584   |  
|                                    |  |                    |       |                   |  |          |       |          |  |   |       |   |  |   |       |  

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|        |  |                                                                                      
|------- |  | -------------------------------------------------------------------------------------
|Item 2. |  | Managements Discussion and Analysis of Results of Operations and Financial Condition

Managements Discussion and Analysis of Results of Operation is presented
in three parts: consolidated operations, the consumer electronics segment and
the sporting goods segment.

In the following discussions, most percentages and dollar amounts have
been rounded to aid presentation. As a result, all figures are
approximations.

Consolidated Operations:

The following table sets forth, for the periods indicated, certain items
related to the consolidated statements of operations as a percentage of net
revenues for the three and nine month periods ended December 31, 2003 and
2002. A detailed discussion of the material changes in our operating results
is set forth under our discussion of our two operating segments: consumer
electronics and sporting goods.

|                                                                  |                  |   |                    |     |                   |   |        |     |      |   |         |     |   |   |         |     |  
|----------------------------------------------------------------- | ---------------- | - | ------------------ | --- | ----------------- | - | ------ | --- | ---- | - | ------- | --- | - | - | ------- | --- | -
|                                                                  |                  |   | Three Months Ended |     | Nine Months Ended
|                                                                  |                  |   | December 31        |     | December 31      
|                                                                  |                  |   |                    |     |                  
|                                                                  |                  |   | 2003               |     | 2002              |   | 2003   |     | 2002
|                                                                  |                  |   |                    |     |                   |   |        |     |     
|                                                                  |                  |   | (Unaudited)        |     | (Unaudited)      
|Net revenues (in thousands)                                       |                  | $ | 76,345             |     |                   | $ | 86,553 |     |      | $ | 209,389 |     |   | $ | 276,488 |    
|                                                                  |                  |   | 100.0              | %   |                   |   | 100.0  | %   |      |   | 100.0   | %   |   |   | 100.0   | %  
|Cost of sales                                                     |                  |   | 82.5               | %   |                   |   | 81.8   | %   |      |   | 81.9    | %   |   |   | 80.4    | %  
|Other operating costs and
Expenses                                |                  |   | 1.9                | %   |                   |   | 1.2    | %   |      |   | 1.9     | %   |   |   | 1.1     | %  
|Selling, general and
administrative expenses                      |                  |   | 13.8               | %   |                   |   | 11.9   | %   |      |   | 14.6    | %   |   |   | 11.9    | %  
|Stock based costs                                                 |                  |   | .6                 | %   |                   |   |       |     |      |   | .2      | %   |   |   |        |    
|                                                                  |                  |   |                    |     |                   |   |        |     |      |   |         |     |   |   |         |    
|                                                                  | Operating income |   |                    | 1.2 | %                 |   |        | 5.1 | %    |   |         | 1.4 | % |   |         | 6.6 | %
|Interest expense                                                  |                  |   | .4                 | %   |                   |   | .5     | %   |      |   | .5      | %   |   |   | .7      | %  
|Minority interest in net income
(loss) Of consolidated
subsidiary |                  |   | (.4                | %)  |                   |   | 1.3    | %   |      |   | (.1     | %)  |   |   | .4      | %  
|Provision for income taxes                                        |                  |   | .8                 | %   |                   |   | 2.2    | %   |      |   | .8      | %   |   |   | 2.2     | %  
|Income from discontinued
Operations, net of tax                   |                  |   | 4.1                | %   |                   |   | .1     | %   |      |   | 1.5     | %   |   |   | .2      | %  
|Cumulative effect of change in
accounting principle               |                  |   |                   |     |                   |   |       |     |      |   |        |     |   |   | (2.0    | %) 
|                                                                  |                  |   |                    |     |                   |   |        |     |      |   |         |     |   |   |         |    
|                                                                  | Net income       |   |                    | 3.7 | %                 |   |        | 3.8 | %    |   |         | 1.5 | % |   |         | 2.3 | %
|                                                                  |                  |   |                    |     |                   |   |        |     |      |   |         |     |   |   |         |    

Net Revenues - Consolidated net revenues for the three and nine month periods
ended December 31, 2003 decreased to $76.3 million from $86.6 million ($10.3
million or 11.8%) and to $209.4 million from $276.5 million ($67.1 million or
24.3%) respectively, as compared to the same periods ended December 31, 2002.
The decreases for both the three and nine month
periods were primarily attributable to decreases in the consumer electronics
segment.

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Cost of Sales  - Cost of sales, as a percentage of consolidated net revenues,
for the three and nine month period ended December 31, 2003 and December 31,
2002 increased to 82.5% and 81.9% from 81.8% and 80.4%, respectively. The
increase in cost of sales as a percentage of net revenues for the three and
nine month periods was primarily the result of lower margins in both the
consumer electronics and sporting goods segments. In absolute terms, cost of
sales decreased to $63.0 million from $70.8 million ($7.8 million or 11.0%) and
to $171.4 million from $222.2 million ($50.8 million or 22.9%) for the three
and nine month periods of fiscal 2004 as compared to the same periods in fiscal
2003, respectively.

Other Operating Costs and Expenses  - Other operating costs and expenses are
associated with the consumer electronics segment. As a percentage of
consolidated net revenues, other operating costs and expenses increased to 1.9%
from 1.2% for the three months ended December 31, 2003 compared to the same
period in fiscal 2003. For the nine months ended December 31, 2003, other
operating costs, as a percentage of consolidated net revenues, increased to
1.9% from 1.1% compared to the same period in fiscal 2003. In absolute terms
other operating costs and expenses increased to $1.4 million from $1.1 million
($356,000 or 33.6%) and to $4.0 million from $3.3 million ($712,000 or 21.9%)
for the three and nine month periods of fiscal 2004 as compared to the same
periods in fiscal 2003, respectively.

Selling, General and Administrative Expenses (S,G&A)  - S,G&A, as a
percentage of consolidated net revenues, were 13.8% for the three months ended
December 31, 2003 as compared to 11.9% for the three months ended December 31,
2002. For the nine months ended December 31, 2003, S,G&A, as a percentage of
consolidated net revenues, were 14.6% as compared to 11.9% for the same period
in fiscal 2003. In absolute terms S,G&A increased to $10.5 million from $10.2
million ($319,000 or 3.1%) for the three month period ended December 31, 2003
compared to the same period in fiscal 2003, and decreased to $30.6 million from
$32.7 million ($2.1 million or 6.5%) for the nine month period ended December
31, 2003 as compared to the same period in fiscal 2003. The fiscal 2004
quarterly increase is primarily due to the consumer electronics segment, while
the decrease for the nine month period is due to decreases in both segments.

Stock Based Costs - Stock Based Costs are associated with the consumer
electronics segment, which relate to the cost of warrants issued in exchange
for consulting services. As a percentage of consolidated net revenues, stock
based costs increased to 0.6% from 0 % for the three months ended December 31,
2003 compared to the same period in fiscal 2003. For the nine months ended
December 31, 2003, stock based costs, as a percentage of consolidated net
revenues, increased to 0.2% from 0 % for the same period in fiscal 2003. In
absolute terms stock based costs increased by $468,000 and $480,000 for the
three and nine month periods of fiscal 2004 as compared to the same periods in
fiscal 2003.

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##### Table of Contents



Interest Expense, Net - Interest expense decreased $83,000 (20.5%) to $322,000
(0.4% of net revenues) for the three months ended December 31, 2003 from
$405,000 (0.5% of net revenues) for the three months ended December 31, 2002.
For the nine months ended December 31, 2003 interest expense decreased $833,000
(42.1%) to $1.1 million (0.5% of net revenues) from $2.0 million (0.7% of net
revenues) for the same period in fiscal 2003. The decrease in interest expense
was a result of lower average borrowings and lower borrowing costs in both
segments.

Minority Interest in Net Income (Loss) of Consolidated Subsidiary - Minority
interest in net income (loss) of consolidated subsidiary represents that
portion of the sporting goods segment for the three and nine month periods
ended December 31, 2003 and 2002. See Note 1 - Background and Basis of
Presentation.

Provision for Income Taxes  - The provision for income taxes for the three and
nine months ended December 31, 2003 and 2002 was primarily the result of
utilizing previously recognized net operating loss carryforwards from the
consumer electronics segment. The higher effective tax rate for the three and
nine months ended December 31, 2003 as compared to the same year ago periods
was the result of our multinational tax structure, which yields varying tax
effective rates.

Income from Discontinued Operations - In July, October and November 2003, SSG
ceased operations of its Team Dealer locations in Little Rock, Arkansas, Enid,
Oklahoma, and Wichita, Kansas, respectively. In addition, SSG sold all of the
issued and outstanding capital stock of ATEC. SSG has recorded gains from
discontinued operations of $3.2 million and $3.0 million for the three and nine
months ended December 31, 2003 as compared to $92,000 and $584,000 for the
three and nine months ended December 31, 2002.

Cumulative Effect of Change in Accounting Principle - On April 1, 2002, we
adopted Financial Accounting Standards Boards Statement No. 142, Goodwill and
Other Intangible Assets (SFAS 142) that requires that goodwill not be
amortized, but instead be tested for impairment at least annually by reporting
unit. As a result of our impairment testing, we recorded a non-cash
cumulative effect of accounting change of approximately $5.5 million for the
nine months ended December 31, 2002, due to the impairment of all of the
goodwill attributed to the Companys sporting goods segment. See Note 8 -
Goodwill and Other Intangible Assets.

Net Income  - As a result of the foregoing factors, we earned net income of
$2.8 million (3.7% of net revenues) and $3.0 million (1.5% of net revenues) for
the three and nine months ended December 31, 2003 as compared to $3.3 million
(3.8% of net revenues) and $6.3 million (2.3% of net revenues) for the same
periods in fiscal 2003.

17



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##### Table of Contents



Consumer Electronics Segment:

The following table summarizes certain financial information relating to the
consumer electronics segment for the three and nine month periods ended
December 31, 2003 and 2002 (in thousands):

|                                  |                  |   |                    |       |                   |   |        |       |      |   |         |       |  |   |         |        | 
|--------------------------------- | ---------------- | - | ------------------ | ----- | ----------------- | - | ------ | ----- | ---- | - | ------- | ----- |  | - | ------- | ------ | 
|                                  |                  |   | Three Months Ended |       | Nine Months Ended
|                                  |                  |   | December 31        |       | December 31      
|                                  |                  |   |                    |       |                  
|                                  |                  |   | 2003               |       | 2002              |   | 2003   |       | 2002
|                                  |                  |   |                    |       |                   |   |        |       |     
|                                  |                  |   | (Unaudited)        |       | (Unaudited)      
|Net revenues                      |                  | $ | 61,619             |       |                   | $ | 71,427 |       |      | $ | 149,684 |       |  | $ | 217,776 |       
|Cost of sales                     |                  |   | 52,014             |       |                   |   | 59,617 |       |      |   | 127,658 |       |  |   | 180,169 |       
|Other operating
Costs             |                  |   | 1,414              |       |                   |   | 1,058  |       |      |   | 3,963   |       |  |   | 3,251   |       
|Selling, general &
administrative |                  |   | 4,340              |       |                   |   | 4,090  |       |      |   | 12,356  |       |  |   | 13,758  |       
|Stock based
Costs                 |                  |   | 487                |       |                   |   | 19     |       |      |   | 511     |       |  |   | 31      |       
|                                  |                  |   |                    |       |                   |   |        |       |      |   |         |       |  |   |         |       
|                                  | Operating income |   |                    | 3,364 |                   |   |        | 6,643 |      |   |         | 5,196 |  |   |         | 20,567 | 
|Interest expense,
Net             |                  |   | (207               | )     |                   |   | (291   | )     |      |   | (735    | )     |  |   | (1,547  | )     
|                                  |                  |   |                    |       |                   |   |        |       |      |   |         |       |  |   |         |       
|Income before
income taxes        |                  |   | 3,157              |       |                   |   | 6,352  |       |      |   | 4,461   |       |  |   | 19,020  |       
|Provision for
income taxes        |                  |   | 653                |       |                   |   | 1,819  |       |      |   | 1,628   |       |  |   | 5,999   |       
|                                  |                  |   |                    |       |                   |   |        |       |      |   |         |       |  |   |         |       
|                                  | Net income       |   | $                  | 2,504 |                   |   | $      | 4,533 |      |   | $       | 2,833 |  |   | $       | 13,021 | 
|                                  |                  |   |                    |       |                   |   |        |       |      |   |         |       |  |   |         |       

Net Revenues - Consumer electronics net revenues for the three months ended
December 31, 2003 decreased $9.8 million (13.7%) to $61.6 million from $71.4
million for the three months ended December 31, 2002. For the nine months
ended December 31, 2003 net revenues decreased $68.1 million (31.3%) to $149.7
million from $217.8 million for the nine months ended December 31, 2002.
Consumer electronics net revenues are comprised of Emerson branded product
sales, themed product sales and licensing revenues. Emerson branded product
sales are earned from the sale of products bearing the Emerson or HH Scott
brand name; themed product sales represent products sold bearing a certain
theme or character; and licensing revenues are derived from licensing the
Emerson and HH Scott brand names to licensees for a fee. The decrease in net
revenues for the three and nine month period was comprised of:



| | i) |  | Revenues from the sale of Emerson branded product for the three
months ended December 31, 2003 were relatively unchanged at $54.2
million from $54.1 million for the three months ended December 31,
2002. Revenues from the sale of Emerson branded product decreased to
$131.4 million from $171.3 million for the nine months ended December
31, 2003 and December 31, 2002, respectively, associated with increased
competition, a reduction in orders from our primary customers and an
overall slower economy.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | ii)  |  | A decrease in themed product sales to $4.5 and $10.2 million from
$15.8 and $39.0 million for the three and nine months ended December
31, 2003 and December 31, 2002, respectively. These decreases were due
to the discontinuance of sales of NASCAR, Mary Kate and Ashley and
Hello Kitty themed products, partially offset by the continued
introduction of Nickelodeon themed products.
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | iii) |  | Licensing revenues increased to $2.9 and $8.1 million from $1.5 and
$7.5 million for the three and nine months ended December 31,
2003,respectively, associated with existing license agreements.                                                                                                                                                                                           

Cost of Sales - Cost of sales for the three months ended December 31, 2003
decreased $7.6 million (12.8% of consumer electronic net revenues) to $52.0
million from $59.6 million for the three months ended December 31, 2002. For
the nine months ended December 31, 2003 cost of sales decreased $52.5 million
(29.1% of consumer electronic net revenues) to $127.7 million from $180.2
million for the nine months ended December 31, 2002. In relative terms, cost
of sales for the three months ended December 31, 2003 increased to 84.4% from
83.5% for the three months ended December 31, 2002. For the nine months ended
December 31, 2003 cost of sales increased to 85.3% from 82.7% for the nine
months ended December 31, 2002. In relative terms, the increases in cost of
sales for the three and nine month periods were due to lower sales of
traditionally higher margin themed products, and lower margins on Emerson
branded product, primarily attributable to competitive market conditions.

Gross profit margins continue to be subject to competitive pressures arising
from lower pricing of the product categories in the consumer electronics market
in which Emerson competes. Emersons branded products are generally placed in
the low-to-medium priced category of the market.

Other Operating Costs and Expenses - Other operating costs and expenses, as a
percentage of consumer electronics net revenues, increased to 2.3% from 1.5%
and to 2.6% from 1.5% for the three and nine month periods ended December 31,
2003 as compared to the same periods in fiscal 2003. In absolute terms, other
operating costs and expenses increased to $1.4 million from $1.1 million
($356,000 or 33.6%) and to $4.0 million from $3.3 million ($712,000 or
21.9%)for the three and nine month periods ended December 31, 2003 as compared
to the same periods in fiscal 2003, respectively. The increase for both the
three and nine month period in absolute terms was primarily due to increased
inventory servicing costs.

Selling, General and Administrative
Expenses (S,G&A) - S,G&A, increased
approximately $250,000 or 6.1%, to $4.3 million (7.0% of the consumer
electronics net revenues) from $4.1 million (5.7% of the consumer electronics
net revenues) for the three months ended December 31, 2003 as compared to the
three months ended December 31, 2002. For the nine months ended December 31,
2003, S,G&A decreased $1.4 million, or 10.2%, to $12.4 million (8.3% of the
consumer electronics net revenues) from $13.8 million (6.3% of the consumer
electronics net revenues). The increases in

19



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##### Table of Contents



absolute terms for the three months ended December were primarily due to
increased legal fees. The decreases in absolute terms for the nine months
ended December 31, 2003, resulted from decreases in: i.) payroll related costs of
approximately $450,000; ii.) bad debt charges of approximately $1.3 million;
and iii.) sales commissions of approximately $560,000. These decreases for the
nine month period were partially offset by increases in legal fees and expenses
associated with an unsuccessful acquisition of approximately $375,000 and
$643,000, respectively.

Stock Based Costs - Stock Based Costs as a percentage of consumer electronics
net revenues, increased to 0.8% from 0% and 0.3% from 0% for the three and nine
month periods ended December 31, 2003 as compared to the same periods in fiscal
2003. In absolute terms, stock based costs increased to $487,000 from $19,000,
and to $511,000 from $31,000 for the three and nine month periods ended
December 31, 2003 as compared to the same periods in fiscal 2003, respectively.
The increase for both the three and nine month periods in absolute terms was
primarily due to the re-measurement of warrants in the current period that were
issued in a prior period, and the issuance of additional warrants in the
current period.

Interest Expense, net - Interest expense decreased $84,000 or 28.9%, to
$207,000 (0.3% of the consumer electronics net revenues) for the three months
ended December 31, 2003, from $291,000 (0.4% of the consumer electronics net
revenues) for the three months ended December 31, 2002. For the nine months
ended December 31, 2003, interest expense decreased $812,000 or 52.5%, to
$735,000 (0.5% of the consumer electronics net revenues) from $1.5 million
(0.7% of the consumer electronics net revenues) for the same period ended
December 31, 2002. The decreases in interest expense for the three and nine
month periods were the result of lower average borrowings and lower borrowing
costs.

Provision for Income Taxes - The provision for income taxes was $653,000 and
$1.6 million for the three and nine months ended December 31, 2003,
respectively, as compared to $1.8 million and $6.0 million for the three and
nine month periods ended December 31, 2002, respectively. The decreases in the
provisions for the three and nine month periods ended December 31, 2003 were
primarily the result of lower taxable income as compared to the same periods in
fiscal 2003.

Net Income - As a result of the foregoing factors, the consumer electronics
segment earned net income of $2.5 million (4.1% of net revenues) for the three
months ended December 31, 2003 as compared to $4.5 million (6.3% of net
revenues) for the three months ended December 31, 2002. For the nine months
ended December 31, 2003 the consumer electronics segment earned $2.8 million
(1.9% of net revenues) as compared to $13.0 million (6.0% of net revenues) for
the nine months ended December 31, 2002.

20



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##### Table of Contents



Sporting Goods Segment:

The following table summarizes certain financial information relating to
the sporting goods segment as reported by SSG for the three and nine month
periods ended December 31, 2003 and 2002 (in thousands):

|                                                                                             |                   |   |                    |        |                   |   |        |        |      |   |        |        |   |   |        |        |  
|-------------------------------------------------------------------------------------------- | ----------------- | - | ------------------ | ------ | ----------------- | - | ------ | ------ | ---- | - | ------ | ------ | - | - | ------ | ------ | -
|                                                                                             |                   |   | Three Months Ended |        | Nine Months Ended
|                                                                                             |                   |   | December 31        |        | December 31      
|                                                                                             |                   |   |                    |        |                  
|                                                                                             |                   |   | 2003               |        | 2002              |   | 2003   |        | 2002
|                                                                                             |                   |   |                    |        |                   |   |        |        |     
|                                                                                             |                   |   | (Unaudited)        |        | (Unaudited)      
|Net revenues                                                                                 |                   | $ | 14,726             |        |                   | $ | 15,126 |        |      | $ | 59,705 |        |   | $ | 58,712 |       
|Cost of sales                                                                                |                   |   | 10,978             |        |                   |   | 11,215 |        |      |   | 43,723 |        |   |   | 42,055 |       
|Selling, general &
Administrative                                                            |                   |   | 6,205              |        |                   |   | 6,136  |        |      |   | 18,215 |        |   |   | 18,938 |       
|                                                                                             |                   |   |                    |        |                   |   |        |        |      |   |        |        |   |   |        |       
|                                                                                             | Operating loss    |   |                    | (2,457 | )                 |   |        | (2,225 | )    |   |        | (2,233 | ) |   |        | (2,281 | )
|Interest expense, net                                                                        |                   |   | (115               | )      |                   |   | (114   | )      |      |   | (409   | )      |   |   | (430   | )     
|                                                                                             |                   |   |                    |        |                   |   |        |        |      |   |        |        |   |   |        |       
|Loss before income taxes,
discontinued operations
and cumulative effect
of accounting change |                   |   | (2,572             | )      |                   |   | (2,339 | )      |      |   | (2,642 | )      |   |   | (2,711 | )     
|Provision (benefit) for
income taxes                                                         |                   |   |                   |        |                   |   | 112    |        |      |   |       |        |   |   |       |       
|Income from discontinued
operations                                                          |                   |   | 3,153              |        |                   |   | 92     |        |      |   | 3,048  |        |   |   | 584    |       
|Cumulative effect of
change in accounting
principle                                          |                   |   |                   |        |                   |   |       |        |      |   |       |        |   |   | (7,442 | )     
|                                                                                             |                   |   |                    |        |                   |   |        |        |      |   |        |        |   |   |        |       
|                                                                                             | Net income (loss) |   | $                  | 581    |                   |   | $      | (2,359 | )    |   | $      | 406    |   |   | $      | (9,569 | )
|                                                                                             |                   |   |                    |        |                   |   |        |        |      |   |        |        |   |   |        |       

Net Revenues - Net revenues decreased $400,000 (2.6%) to $14.7 million from
$15.1 million and increased $993,000 (1.7%) to $59.7 million from $58.7
million for the three and nine month periods ended December 31, 2003 and
December 31, 2002, respectively. These variances are primarily associated
with increased competition, a decreased sales force, continued restrictions in
state, federal and school budgets, and declining participation and funding of
youth sports organizations. SSG is continuing with its implementation of
sales and marketing programs to stabilize revenues in a very competitive
marketplace.

Cost of Sales - Cost of sales decreased by approximately $237,000 (2.1%) to
$11.0 million from $11.2 million and increased $1.7 million (4.0%) to $43.7
million from $42.1 million for the three and nine month periods ended December
31, 2003, respectively, as compared to same periods last year. As a percentage
of net revenues, cost of sales increased to 74.5% from 74.1%, and to 73.2% from
71.6% for the three and nine month periods ended December 31, 2003,
respectively, as compared to the same periods in the prior fiscal year. The
increase in cost of sales for the nine month period was primarily the result of
more aggressive pricing within the markets which SSG competes, increased freight and increased importing costs.

21



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Selling, General and Administrative
Expenses (S,G&A) - S,G&A expenses
increased approximately $69,000 (1.1%) to $6.2 million from $6.1 million and
decreased approximately $723,000 (3.8%) to $18.2 million from $18.9 million for
the three and nine month periods ended December 31, 2003, respectively, as
compared to the three and nine month periods ended December 31, 2002. As a
percentage of sporting goods net revenues, SG&A increased to 42.1% from 40.6%
and decreased to 30.5% from 32.3% for the three and nine month periods ended
December 31, 2003, as compared to the same periods in fiscal 2003. The
increases in SG&A for the three month period were primarily a result of
increases of approximately $216,000 and $152,000 in legal fees and sales and
marketing expenses, respectively. These increases were partially offset by a
decrease in payroll related expense of approximately $250,000 attributable to a
reduced headcount. The decreases in SG&A for the nine month period were
primarily the result of decreases in payroll related expenses of approximately
$308,000 and a decrease in sales and marketing expenses of approximately
$379,000. In addition, SSG has elected not to renew its Huffy and AMF license
agreements and expects a royalty expense reduction in future fiscal years of
approximately $185,000, annually, without an offsetting reduction to revenues.

Interest Expense, net - Interest expense was relatively unchanged for the
three months ending December 31, 2003 as compared to the same period in the
prior year, and decreased by $21,000 (4.9%) to $409,000 from $430,000 for the
nine month period ended December 31, 2003, as compared to the same periods in
fiscal 2003. The cash received from the sale of SSGs ATEC subsidiary in
November 2003 resulted in a reduction of SSGs debt, and is expected to reduce
future interest expense.

Provision for Income Taxes - SSG recorded no income tax provision for the
three and nine month periods ended December 31, 2003, respectively, as compared
to a tax provision of approximately $112,000 and no tax provision for the
three and nine month periods ended December 31, 2002, respectively.
Discontinued operations are reported net of income tax provisions. See Note 6
 Income Taxes.

Income from Discontinued Operations  Discontinued operations reflect net
operating losses related to our discontinued and sold team dealer operations,
and the net income from and net gain on sales of SSGs ATEC subsidiary for the
three and nine month periods ended December 31, 2003 and 2002. See Note 12 
Discontinued Operations.

Cumulative Effect of Change in
Accounting Principle - On March 30, 2002, SSG
adopted Financial Accounting Standards Board Statement No. 142, Goodwill and
Other Intangible Assets (SFAS 142). SFAS 142 requires that goodwill not be
amortized but instead be tested for impairment at least annually by reporting
unit. Goodwill is required to be tested for impairment in a transitional test
upon adoption and then at least annually

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by reporting unit. As a result of its impairment testing, SSG recorded a
non-cash cumulative effect of accounting change impairment write down of
approximately $7.4 million for the nine month period ended December 31, 2002.

Net Income (Loss) - As a result of the foregoing factors, the sporting goods
segment earned net income of approximately $581,000 for the three months ended
December 31, 2003 as compared to net loss of $2.4 million for the three months
ended December 31, 2002. For the nine months ended December 31, 2003 the
sporting goods segment earned net income of $406,000 as compared to a net loss
of $9.6 million for the nine months ended December 31, 2002.

Liquidity and Capital Resources

Operating cash flow provided by continuing operating activities was
approximately $6.1 million for the nine months ended December 31, 2003. Cash
was primarily provided from decreases in inventory, prepaid expenses and other
current assets, partially offset by an increase in accounts receivable and a
decrease in accounts payable and other current liabilities.

Operating cash flow provided by discontinued operations for the nine
months ended December 31, 2003 was approximately $469,000 due to the results and
disposals of SSGs ATEC subsidiary and Team Dealer locations in Arkansas,
Oklahoma and Kansas.

Net cash provided by investing activities was approximately $10.2 million
for the nine months ended December 31, 2003, due to the sale of ATEC shares of
$10.5 million, offset by the purchase of fixed assets, which consisted mainly
of computer and office equipment.

Net cash used for financing activities was approximately $21.3 million for
the nine months ended December 31, 2003. Cash was primarily utilized for the
reduction of borrowings and the repurchase of Emersons common stock.

Emerson and SSG maintain credit facilities as described in Note 9 
Borrowings. At December 31, 2003, there were approximately $9.5 million of
borrowings outstanding under these facilities, of which no letters of credit
were outstanding. Approximately $2.6 million of borrowings were outstanding by
Emerson and $6.9 million of borrowings were outstanding by SSG. At December 31,
2003, Emerson and SSG were in compliance with the covenants in the Loan
Agreements, as amended.

Certain of our foreign subsidiaries maintain credit facilities, as
amended, aggregating $87.5 million consisting of the following: (i) two letter
of credit facilities totaling $12.5 million that provide for a $2.5 million
seasonal increase. The facilities are used for inventory purchases and require
us to pledge approximately $3.0 million in certificates of deposit for such
availability and, (ii) four back-to-back

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letter of credit facilities totaling $75 million that require a compensating
cash balance of $1.5 million. At December 31, 2003, there were approximately
$7.3 million and $502,000, respectively, of letters of credit outstanding under
these credit facilities.

At present, we believe that future cash flow from operations and our
existing institutional financing noted above will be sufficient to fund all of
our cash requirements for the next twelve months.

The following summarizes our obligations at December 31, 2003 for the
periods shown (in thousands):

|                          |  |                       |        |      |  |             |       |             |  |       |       |  |  |   |       |             |  |   |   | 
|------------------------- |  | --------------------- | ------ | ---- |  | ----------- | ----- | ----------- |  | ----- | ----- |  |  | - | ----- | ----------- |  | - | - | 
|                          |  | Payment due by period
|                          |  |                      
|                          |  |                       |        |      |  | Less than 1 |       |             |  |       |       |  |  |   |       | More than 5
|                          |  | Total                 |        | year |  | 1  3 years |       | 3  5 years |  | years
|                          |  |                       |        |      |  |             |       |             |  |      
|Notes Payable             |  | $                     | 9,335  |      |  | $           | 9     |             |  | $     | 2,450 |  |  | $ | 6,876 |             |  | $ |  | 
|Capital lease
obligations |  |                       | 119    |      |  |             | 62    |             |  |       | 57    |  |  |   |      |             |  |   |  | 
|Leases                    |  |                       | 4,601  |      |  |             | 1,816 |             |  |       | 2,091 |  |  |   | 694   |             |  |   |  | 
|                          |  |                       |        |      |  |             |       |             |  |       |       |  |  |   |       |             |  |   |   | 
|Total                     |  | $                     | 14,055 |      |  | $           | 1,887 |             |  | $     | 4,598 |  |  | $ | 7,570 |             |  | $ |  | 
|                          |  |                       |        |      |  |             |       |             |  |       |       |  |  |   |       |             |  |   |   | 

There were no material capital expenditure commitments and no substantial
commitments for purchase orders outside the normal course of business used to
secure product as of December 31, 2003.

Contingencies

During the past several years, SSG used the services of Strategic
Technologies, Inc. (STI) to process their outbound truck freight bills. STI
audited SSGs freight bills and provided a listing of freight invoices that
were scheduled for payment, at which time SSG transferred funds to STI. STI was
required to issue checks to the various carriers within forty-eight (48) hours
of receipt of SSGs funds. STI filed for reorganization under Chapter 11 of
the U.S. Bankruptcy Code on July 19, 2002, which was converted to Chapter 7 of
the U.S. Bankruptcy Code on July 31, 2002. In certain circumstances, SSG has
had to pay their freight carriers for invoices that were previously paid to STI
and is attempting to recover such monies from STI. SSG has filed a proof of
claim of approximately $593,000 for unpaid shipping charges and service fees
paid to STI. No assurance can be made that SSG will be able to recover such
money.

During the past several years, SSG used the services of Consolidated
Freightways Corporation to ship product to its customers. Consolidated
Freightways Corporation filed for reorganization under Chapter 11 of the U. S.
Bankruptcy Code on December 2, 2002, in the United States Bankruptcy Court in
the District of California, Case No. RS 02-24284-MG. On August 25, 2003, the
Bankruptcy Trustee for Consolidated

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Freightways Corporation of Delaware filed a lawsuit in the United States
Bankruptcy Court, Central District of California,to collect fees for the
transportation of goods, that are alleged to be owed to the bankruptcy estate.
The Trustees initial claim is $866,684, which includes approximately $265,000
in collection fees and late payment charges. SSG disputes the amount claimed
by the Trustee and claims an offset of approximately $308,000 for goods lost or
damaged by Consolidated Freightways in transit.

It is not possible at this time to determine the ultimate liabilities or
recoveries that we may incur resulting from these lawsuits, claims, and
proceedings. If these matters were to be ultimately resolved unfavorably at
amounts exceeding our reserves, an outcome not currently anticipated, it is
possible that such outcome could have a material adverse effect on our
consolidated financial position or results of operations.

Critical Accounting Policies

For the three and nine month periods ended December 31, 2003, there were
no significant changes to our accounting policies from those reported in Form
10-K for the fiscal year ended March 31, 2003.

Inflation, Foreign Currency, and Interest Rates

Neither inflation nor currency fluctuations had a significant effect on
our results of operations during the first three quarters of fiscal 2004. Our
exposure to currency fluctuations has been minimized by the use of U.S. dollar
denominated purchase orders, and by sourcing production in more than one
country. The consumer electronics segment purchases virtually all of its
products from manufacturers located in various Asian countries.

The interest on borrowings under our credit facilities is based on the
prime and LIBOR rate. We believe that given the present economic climate,
interest rates are not expected to increase significantly during the coming
year.

Recent Pronouncements of the Financial Accounting Standards Board

In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46 (FIN 46), Consolidation of Variable Interest
Entities, which addresses consolidation of variable interest entities
(VIEs). FIN 46 requires a variable interest entity to be consolidated by a
parent company if that company is subject to a majority of the risk of loss
from the variable interest entitys activities or entitled to receive a
majority of the entitys residual returns or both. A variable interest entity
is a corporation, partnership, trust or any

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other legal structure used for business purposes that either does not have
equity investors with voting rights or has equity investors that do not provide
sufficient financial resources for the entity to support its activities. In
October 2003, the FASB agreed to defer the effective date of FIN 46 for
variable interest held by public companies in all entities that were acquired
prior to February 1, 2003. This deferral is to allow time for certain
implementation issues to be addressed through the issuance of a potential
modification to the interpretation. The deferral revised the effective date
for consolidation of these entities until the end of the first interim or
annual period ending after December 15, 2003. We adopted this statement as
of December 31, 2003 and it did not have any material impact on our financial
statements.

In April 2003, the FASB issued FAS 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. FAS 149 amends and clarifies
financial accounting and reporting for derivative instruments. This statement
is effective for contracts entered into or modified after June 30, 2003. We
adopted this statement as of July 1, 2003 and it did not have any material
impact on our financial statements.

In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 150 (SFAS 150), Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity,
which addresses how an issuer classifies and measures financial instruments
with characteristics of both liabilities and equity. It requires that an
issuer classify a financial instrument that is within its scope as a liability
(or an asset in some circumstances) because that financial instrument embodies
an obligation of the issuers. This Statement shall be effective for financial
instruments entered into or modified after May 31, 2003, and otherwise shall be
effective (except for certain measurement requirements, the effective date of
which has been deferred indefinitely) at the beginning of the first interim
period beginning after June 15, 2003. For financial instruments created before
the issuance date of this Statement and still existing at the beginning of the
interim period of adoption, transition shall be achieved by reporting the
cumulative effect of a change in an accounting principle by initially measuring
the financial instruments at fair value or other measurement attribute required
by this Statement. We adopted this statement as of July 1, 2003 and it did not
have any material impact on our financial statements.

Forward-Looking Information

This report contains various forward-looking statements made pursuant to
the safe harbor provisions under the Private Securities Litigation Reform Act
of 1995 (the Reform Act) and information that is based on managements
beliefs as well as assumptions made by and information currently available to
management. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to be correct. When used in this report, the words
anticipate, believe,

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estimate, expect, predict, project, and similar expressions are
intended to identify forward-looking statements. Readers are cautioned not to
place undue reliance on forward-looking statements which speak only as of the
date hereof, and should be aware that our 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 set forth in
our Form 10-K for the fiscal year ended March 31, 2003 and other filings with
the Securities and Exchange Commission (the SEC). For additional risk
factors as they relate to the sporting goods segment, see SSGs Form 10-K for
the fiscal year ended March 28, 2003 Item 7  Certain Factors that May Affect
the Companys Business or Future Operating Results and other filings with the
SEC. We undertake no obligation to publicly release the results on any
revisions to these forward-looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

We maintain a website at www.emersonradio.com. We make available on our
website the proxy statements and reports on Forms 8-K, 10-K and 10-Q that we
file with the SEC and other filings with the SEC with respect to our securities
as soon as reasonably practicable after such material is electronically filed
with or furnished to the SEC.




Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes from items disclosed in Form
10-K for the fiscal year ended March 31, 2003.




Item 4. Controls and Procedures



| | (a) |  | Disclosure controls and procedures. As of the end of the
period covered by this Quarterly Report on Form 10-Q, we carried
out an evaluation, with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of our disclosure controls and procedures
pursuant to Securities Exchange Act Rule 13a-15. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective
in ensuring that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act is
recorded, processed, summarized and reported, within the time
periods specified in the SECs rules and forms.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Changes in internal controls over financial reporting. There
have been no changes in our internal control over financial reporting
that occurred during our last fiscal quarter to which this Quarterly
Report on Form 10-Q relates that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                      

27



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PART II OTHER INFORMATION




ITEM 1. Legal Proceedings.

Putative Class Actions

Between September 4, 2003 and October 30, 2003, several putative class
action lawsuits were filed in the United States District Court for the District
of New Jersey against us and Mssrs. Geoffrey Jurick, Kenneth Corby and John
Raab (the Individual Defendants) on behalf of purchasers of our publicly
traded securities who bought shares between January 29, 2003 and August 12,
2003 (the Class Period.) On December 17, 2003, the Court entered a Joint
Stipulation and Order consolidating these putative class actions under the
caption In Re Emerson Radio Corp. Securities Litigation, 03cv4201 (JLL) (the
Consolidated Action.) Further to that Stipulation and Order, lead plaintiff
was appointed and co-lead counsel and co-liaison counsel were approved by the
Court in the Consolidated Action.

Generally, the original complaints allege that we and the Individual
Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of
1934, and Rule 10b-5 promulgated there under, by issuing certain positive
statements during the Class Period regarding our growth and demand for our
products. The complaints further allege that these statements were each
materially false and misleading when made because we allegedly misrepresented
and omitted certain adverse facts which then existed and disclosure of which
was necessary to make the statements not false and misleading.

The lead plaintiff in the Consolidated Action is currently scheduled to
file an Amended and Consolidated Complaint on or about March 15, 2004, which
may contain additional allegations. We and the Individual Defendants intend to
defend these lawsuits vigorously.

For other information on litigation to which we are a party, reference is
made to Part 1 Item-3-Legal Proceedings in our most recent annual report on
Form 10-K.




ITEM 2. Changes in Securities and Use of Proceeds.

Issuance of Securities:

In October 2003, in connection with a consulting arrangement, we granted
warrants to purchase 50,000 shares of our common stock with an exercise price
of $5.00 per share. In addition, in November 2003, we issued 45,544 shares of
our common stock upon exercise of 100,000

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outstanding warrants under a cashless transaction. These securities were
issued in transactions not involving a public offering and exempt from
registration under Section 4(2) of the Securities Act of 1933, as amended.

Share Repurchases:

The following table summarizes Emerson Radio Corp.s common stock share repurchase program for the
quarter ending December 31, 2003. The share repurchase program was publicly announced in September
2003 to repurchase up to 2,000,000 shares of Emersons outstanding common stock. Share repurchases
are made from time to time in open market transactions in such amounts as determined in the discretion of
Emersons management within the guidelines set forth by the Securities and Exchange Act Rule 10B
(18). Prior to the December 31, 2003 quarter, we repurchased
188,800 shares under this program.

|                                            |  |              |         |            |  |           |      |           |  |                  |         |                |  |  |           | 
|------------------------------------------- |  | ------------ | ------- | ---------- |  | --------- | ---- | --------- |  | ---------------- | ------- | -------------- |  |  | --------- | 
|                                            |  |              |         |            |  |           |      |           |  | Cumulative       |         |                |  | 
|                                            |  |              |         |            |  |           |      |           |  | Number of        |         | Maximum Number
|                                            |  |              |         |            |  |           |      |           |  | Shares Purchased |         | of Shares that
|                                            |  |              |         |            |  |           |      |           |  | as Part of       |         | May Yet Be    
|                                            |  | Total Number |         | Average    |  | Publicly  |      | Purchased
|                                            |  | of Shares    |         | Price Paid |  | Announced |      | Under the
|Period                                      |  | Purchased    |         | Per Share  |  | Programs  |      | Programs 
|                                            |  |              |         |            |  |           |      |          
|October 01, 2003
through
October 31, 2003   |  |              | 267,000 |            |  | $         | 3.99 |           |  |                  | 455,800 |                |  |  | 1,544,200 | 
|November 01, 2003
through
November 30, 2003 |  |              | 84,425  |            |  | $         | 3.76 |           |  |                  | 540,225 |                |  |  | 1,459,775 | 
|December 01, 2003
through
December 31, 2003 |  |              | 245,100 |            |  | $         | 3.39 |           |  |                  | 785,325 |                |  |  | 1,214,675 | 
|                                            |  |              |         |            |  |           |      |           |  |                  |         |                |  |  |           | 
|TOTAL                                       |  |              | 596,525 |            |  | $         | 3.71 |           |  |                  |         |                |  |  |           | 
|                                            |  |              |         |            |  |           |      |           |  |                  |         |                |  |  |           | 




ITEM 3. Default Upon Senior Securities.



| | (a) |  | None
| | --- |  | ----
|
| | (b) |  | None




ITEM 4. Submission of Matters to a Vote of Security Holders.



| |  |  | None
| |  |  | ----




ITEM 5. Other Information.



| | (a) |  | None
| | --- |  | ----

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ITEM 6. Exhibits and Reports on Form 8-K.

|        |  |                                                                                                                                                                                                                                                                                        
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)     |  | Exhibits:                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                        
|10.27.1 |  | Amendment to Revolving Credit and Term Loan Agreement (Number One)
dated November 7, 2003 among Emerson Radio Corp., Majexco Imports,
Inc., Emerson Radio (Hong Kong) Ltd., and Emerson Radio international
Ltd. Jointly and Severally, and PNC Bank, National Association.*           
|        |  |                                                                                                                                                                                                                                                                                        
|10.27.2 |  | Amendment to Revolving Credit and Term Loan Agreement (Number Two)
dated December 31, 2003 among Emerson Radio Corp., Majexco Imports,
Inc., Emerson Radio (Hong Kong) Ltd., and Emerson Radio international
Ltd. Jointly and Severally, and PNC Bank, National Association.*          
|        |  |                                                                                                                                                                                                                                                                                        
|10.28.1 |  | Form of Common Stock Warrant Agreement entered into on October 7, 2003 by and
between Emerson Radio Corp. and Ladenburg Thalmann & Co., Inc.*                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                        
|10.35.3 |  | Fourth Amendment to Loan and Security Agreement dated December 29,
2003 by and between Sport Supply Group, Inc. and Congress Financial
Corporation (incorporated by reference to Exhibit 10.1 of Sport Supplys
Quarterly Report on Form 10-Q for the quarter ended December 26, 2003).
|        |  |                                                                                                                                                                                                                                                                                        
|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.*                                                                                          
|        |  |                                                                                                                                                                                                                                                                                        
|(b)     |  | Reports on Form 8-K:                                                                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                        
|        |  | Current report on Form 8-K, dated November 14, 2003, furnishing the
press release announcing the Companys financial results for the
quarter ended September 30, 2003.                                                                                                                 



---

* filed herewith


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                        |  |                               |  | 
|----------------------- |  | ----------------------------- |  | 
|                        |  | EMERSON RADIO CORP.          
|                        |  | (Registrant)                  |  | 
|                        |  |                               |  | 
|Date: February 17, 2004 |  | /s/ Geoffrey P. Jurick        |  | 
|                        |  |                               |  | 
|                        |  | Geoffrey P. Jurick            |  | 
|                        |  | Chairman of the Board,        |  | 
|                        |  | Chief Executive Officer and   |  | 
|                        |  | President                     |  | 
|                        |  | (Principal Executive Officer) |  | 

|                        |  |                                      
|----------------------- |  | -------------------------------------
|Date: February 17, 2004 |  | /s/ Kenneth A. Corby Kenneth A. Corby
|                        |  |                                      
|                        |  | Kenneth A. Corby                     
|                        |  | Executive Vice President and         
|                        |  | Chief Financial Officer              
|                        |  | (Principal Finance and               
|                        |  | Accounting Officer)                  

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