EMRISE CORPORATION ENTERS INTO
SHORT TERM FORBEARANCE AGREEMENT WITH LENDER THROUGH JANUARY 15, 2010

Company Comments on its Intentions to Sell Assets of RO Associates

EATONTOWN, NJ - December 31, 2009 - EMRISE CORPORATION (NYSE Arca: ERI) today announced that it has entered into a short term forbearance agreement with its lender through January 15, 2010.

As of December 31, 2009, EMRISE, (the "Company") would have been in default of certain financial covenants under its credit agreement with its lender, including the requirement to raise $3 million in equity by December 31, 2009.

On December 30, 2009, EMRISE and certain of its subsidiaries entered into a short-term forbearance agreement with its lender, whereby the lender has agreed, among other things, to not exercise remedies with respect to any default of the financial covenants as currently in effect under the credit agreement until and through January 15, 2010. In addition, the lender has agreed to accept a reduced monthly principal payment from the Company under the credit agreement in the amount of $150,000 (reduced from $287,000) for the month of January 2010. This short-term forbearance is contingent upon no additional events of default occurring under the credit agreement. The parties have agreed that they will continue to negotiate the terms of a longer forbearance period. There can be no assurance that the parties will reach a satisfactory agreement.

EMRISE also commented on its previously reported negotiations for the sale of substantially all of the assets of RO Associates Incorporated ("RO"), a wholly-owned subsidiary of the Company that operates within EMRISE's electronic devices segment, with the expectation of consummating such sale by December 31, 2009. The Company continues to pursue the possible sale of RO and now believes that a transaction could be completed during the first quarter of 2010, but as of the date of this release, EMRISE has not entered into any definitive agreements regarding such a sale. There can be no assurance that the Company will be able to sell substantially all of the assets of RO.

About EMRISE Corporation
EMRISE designs, manufactures and markets electronic devices, sub-systems and equipment for aerospace, defense, industrial and communications markets. EMRISE products perform key functions such as power supply and power conversion; radio frequency (RF) and microwave signal processing; and network access and timing and synchronization of communications networks. Primary growth driver applications for EMRISE products include the use of its RF devices in radio-controlled improvised explosive device (RCIED) jamming systems, and the use of its Network Timing and Synchronization products in edge networks. EMRISE serves customers in North America, Europe and Asia through operations in the United States, England and France. The Company has built a worldwide base of customers including a majority of the Fortune 100 in the U.S. that do business in markets served by EMRISE and many similar-size companies in Europe and Asia. For more information go to www.emrise.com.


Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

With the exception of historical information, certain matters discussed in this press release including EMRISE's ability to ensure that no additional events of default will occur under its credit agreement, the ability for EMRISE to negotiate the terms of a longer forbearance period with its lender, and its ability to complete a sale of substantially all of the assets of RO during the first quarter of 2010, may be interpreted as forward looking statements. The actual future results of EMRISE could differ from those statements. Factors that could cause or contribute to such differences include, but are not limited to the Company's financial performance in the fourth quarter of 2010 as it relates to previously established financial covenants in the credit agreement with its lender, the Company's possible failure to comply with any other provisions of the credit facility with its lender, including but not limited to its requirement to make principal and interest payments as required, possible failure of the Company and its lender to come to mutually agreeable terms for a longer term forbearance agreement by January 15, 2010, or at all, the inability of the Company to close a transaction with regard to the possible sale of RO Associates during the first quarter of 2010 or to close such a transaction at all, the inability to close such a transaction on favorable terms, failure to obtain the necessary consents from its lender for such a transaction to occur and those factors contained in the "Risk Factors" Section of EMRISE's Form 10-K for the year ended December 31, 2008, Form 10-Q for the quarterly period ended September 30, 2009, and other EMRISE filings with the Securities and Exchange Commission.

 

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