EMRISE CORPORATION FILES 2009 ANNUAL REPORT ON FORM 10-K IN COMPLIANCE WITH RULE 12B-25 EXTENSION DEADLINE

No Change to Previously Announced 2009 Unaudited Revenue, Operating Income/Loss and Pre-Tax Income/Loss From Continuing Operations, or Balance Sheet Highlights

EATONTOWN, NJ - April 15, 2010 - EMRISE CORPORATION (NYSE Arca: ERI), a multi-national manufacturer of defense, aerospace and industrial electronic devices and communications equipment, today announced that it has filed the Company's Annual Report on Form 10-K for its year ended December 31, 2009 in compliance with the April 15, 2010 Rule 12b-25 extension deadline.

On March 31, 2010 the Company released partial, unaudited results for 2009, held a conference call to discuss those results and announced it was filing a Form 12b-25 for an extension of time to file its Annual Report on Form 10-K. The extension was requested to provide EMRISE sufficient time to complete the procedures associated with finalizing its consolidated financial statements and tax positions in connection with a) the March 22, 2010 sale of substantially all the assets of its RO Associates subsidiary and b) the work related to the accounting and tax analyses resulting from the Company's other divestitures over the past 18 months, discontinued operations and its international debt structure, which includes term debt and a revolver. EMRISE management also indicated at that time that it was uncertain as to whether the tax analysis would materially affect prior periods.

EMRISE Chairman and Chief Executive Officer Carmine T. Oliva said upon the completion of the accounting and tax analysis and the audit for the year ended December 31, 2009, it was determined that there were no material changes to the previously announced revenue, operating income/loss from continuing operations, pre-tax income/loss from continuing operations, or balance sheet highlights for 2009.

Oliva also said that the accounting and tax analysis of its divestitures and international debt structure resulted in the Company needing to file an amendment to its Forms 10-Q with the Securities and Exchange Commission ("SEC") for each of the interim periods ended March 31, 2009, June 30, 2009 and September 30, 2009 in order to restate its financial statements for those periods to correct an error made in the computation and presentation of the Company's income tax expense and liabilities in its historical financial statements. The correction affects primarily the classification of income tax expense/benefit between discontinued operations and continuing operations and, to a lesser extent, the recording of Federal alternative minimum tax ("AMT'). Further details of the accounting and tax analysis and resulting computation and presentation changes can be found in a Current Report on Form 8-K and the amended Forms10-Q/A for the affected periods, which were filed with the SEC on April 15, 2010.

As announced on March 31, overall net sales from continuing operations for the year ended December 31, 2009 were $53.8 million, up 14 percent from $47.2 million in 2008. Gross profit from continuing operations in 2009 was $20.6 million, or 38.3 percent of net sales, compared to $16.7 million, or 35.4 percent of net sales, in 2008. Operating income from continuing operations in 2009 was $1.4 million compared to an operating loss from continuing operations of $6 million in 2008. Pre-tax loss from continuing operations was $2.3 million in 2009 compared to a pre-tax loss from continuing operations in 2008 of $9.8 million. Operating loss from continuing operations and pre-tax loss from continuing operations in 2008 included a $6.6 million non-cash asset impairment charge.

With the completion of the audit of its consolidated financial statements, EMRISE reported a loss from continuing operations in 2009 of $2.9 million compared to a loss from continuing operations of $10 million in 2008. Net income in 2009 was $1.0 million, or $0.10 per basic and diluted share, compared to a net loss in 2008 of $7.4 million, or a loss per basic and diluted share of $0.73. Loss from continuing operations and net income in 2009 included $4.0 million (net of tax of $0.5 million) of income from discontinued and held for sale operations, including a gain on the sale of the Digitran Operations of $7.4 million. The loss from continuing operations and net loss in 2008 included a $6.6 million non-cash asset impairment charge.

Unless otherwise indicated, the financial results for the Digitran division of its wholly-owned subsidiary, EMRISE Electronics Corporation and XCEL Japan, Ltd. (collectively referred to as the "Digitran Operations"), which were sold on March 20, 2009, and the financial results for RO Associates, Inc., (the "RO Operations"), which was classified as assets held for sale at December 31, 2009 and sold on March 22, 2010, have been removed from the comparisons of the results for the periods reported.

Adjusted EBITDA in 2009 was $3.1 million, compared to an Adjusted EBITDA of $1.8 million in 2008, representing an improvement of $1.3 million from a year ago. The improvement is substantially the result of the inclusion of Advanced Control Components, Inc., acquired in August 2008, for a full year in 2009, which had positive EBITDA.

Non-GAAP Financial Measures - Reconciliation of Adjusted EBITDA to Net Income (Loss)
This release includes Adjusted EBITDA, a non-GAAP financial measure as defined by SEC Regulation G. EMRISE defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, non-cash stock compensation, asset impairments charges, and net other income, less net gain or loss on discontinued operations. A reconciliation between net income (loss) and Adjusted EBITDA is provided in the financial tables at the end of this press release.

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, the matters discussed in this press release are 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, failure to successfully market and negotiate the sale of the assets to be sold under the credit facility; the failure to meet one or more of the milestones related to such sales or some other default under the credit facility; failure to satisfy all obligations under or replace the credit facility by June 30, 2010; failure to obtain a smaller working capital revolving credit facility to help fund operations after June 30, 2010; an increase in liquidity issues or failure to meet working capital needs that causes supply interruptions or delays in shipments to customers; delays in working capital advances under the credit facility's revolving loan due to actions of the primary lender's receiver or otherwise; and those factors contained in the "Risk Factors" Section of EMRISE's Form 10-K for the year ended December 31, 2009 and other EMRISE filings with the Securities and Exchange Commission.

 

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