UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 31, 2011
EMRISE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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001-10346 |
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77-0226211 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification |
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2530 Meridian Parkway, Durham, NC |
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27713 |
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(Address of principal executive offices) |
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(Zip Code) |
(408) 200-3040
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On March 31, 2011, EMRISE Corporation issued a press release entitled “EMRISE Files Audited Financial Statements on Form 10-K for 2010 Full Year.” A copy of the press release is attached hereto and incorporated by reference as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press Release issued by the Company entitled “EMRISE Files Audited Financial Statements on Form 10-K for 2010 Full Year”, dated March 31, 2011.* |
* Filed herewith.
SIGNATURE
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 hereunto duly authorized.
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Date: March 31, 2011 |
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EMRISE CORPORATION |
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By: |
/s/ Brandi L. Festa |
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Brandi L. Festa |
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Principal Accounting Officer |
Exhibit 99.1
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EMRISE |
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NEWS |
CORPORATION |
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2530 Meridian Parkway |
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Durham, NC 27713 |
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(408) 200-3040 · (408) 550-8340 |
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www.emrise.com |
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CONTACT: |
Allen & Caron Inc |
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Brandi Festa |
Rene Caron (investors) Len Hall (media) |
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Director Finance and Administration |
(949) 474-4300 |
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(408) 573-2705 |
rene@allencaron.com |
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bfesta@emrise.com |
len@allencaron.com |
EMRISE FILES AUDITED FINANCIAL STATEMENTS ON FORM 10-K FOR 2010 FULL YEAR
Includes Classification Adjustment in Financial Statements Issued in News Release; No Change to Announced Sales, Loss Before Income Taxes from Continuing Operations and Net loss
DURHAM, NC — March 31, 2011 — EMRISE CORPORATION (OTCBB: EMRI), a multi-national manufacturer of defense and aerospace electronic devices and communications equipment, said today that it has filed its audited financial statements on Form 10-K for its year ended December 31, 2010 with the Securities and Exchange Commission (“SEC”). The financial statements included a classification adjustment to income from discontinued operations and income tax provision from continuing operations, which did not change the net sales, pretax income or consolidated net loss for 2010, from the amounts that were previously reported in its news release on March 29, 2011.
As part of the final review of the Company’s annual report on Form 10-K before it was filed with the SEC, a modification was made to the classification of deferred tax expense between continuing operations and discontinued operations, which effected both the gain on the sale of subsidiary and income tax provision of discontinued operations and continuing operations, respectively. Loss before income taxes from continuing operations and net loss did not change.
Loss from continuing operations for 2010 was $5.5 million and income from discontinued operations was $2.1 million after the adjustment. A revised consolidated statement of operations is presented below.
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. The use of its network products in network timing and synchronization in edge networks is a primary growth driver for the Company’s Communications Equipment business segment. The use of its power supplies, RF and microwave signal processing devices and subsystems in on-board in-flight entertainment and communications systems is a primary growth driver for the Company’s Electronic Devices business segment. EMRISE serves the worldwide base of customers it has built in North America, Europe and Asia through operations in the United States, England and France. EMRISE is a publicly traded company whose common stock trades on the OTCBB under the symbol EMRI. 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 are all forward looking statements within the meaning of the Private Securities Litigation Reform Act. The actual future results of EMRISE could differ from those statements. The Company also refers you to those factors contained in the “Risk Factors” Section of EMRISE’s Annual Report to be filed on Form 10-K for the year ended December 31, 2010, its Current Reports on Form 8-K filed in recent months, and other EMRISE filings with the SEC.
TABLES FOLLOW
EMRISE CORPORATION
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
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Year Ended |
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December 31, |
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2010 |
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2009 |
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Net Sales |
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$ |
30,561 |
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$ |
34,695 |
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Cost of Sales |
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21,179 |
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22,788 |
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Gross profit |
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9,382 |
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11,907 |
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Operating expenses: |
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Selling, general and administrative |
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10,090 |
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11,948 |
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Engineering and product development |
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1,736 |
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1,796 |
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Employee transaction costs |
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906 |
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— |
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Total operating expenses |
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12,732 |
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13,744 |
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Loss from operations |
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(3,350 |
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(1,837 |
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Other income (expense): |
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Interest income |
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86 |
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98 |
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Interest expense |
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(1,940 |
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(4,054 |
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Other, net |
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20 |
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433 |
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Gain on extinguishment of debt |
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295 |
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— |
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Total other expense, net |
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(1,539 |
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(3,523 |
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Loss before income taxes |
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(4,889 |
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(5,360 |
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Income tax provision (benefit) |
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583 |
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(578 |
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Loss from continuing operations |
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(5,472 |
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(4,782 |
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Discontinued operations: |
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Income from discontinued operations |
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3,036 |
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7,528 |
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Income tax provision on discontinued operations |
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985 |
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1,704 |
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Income from discontinued operations |
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2,051 |
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5,824 |
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Net (loss) income |
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$ |
(3,421 |
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$ |
1,042 |
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Weighted average shares outstanding |
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Basic |
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10,647 |
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10,209 |
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Diluted |
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10,647 |
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10,209 |
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(Loss) earnings per share: |
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Basic |
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Continuing operations |
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$ |
(0.51 |
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$ |
(0.47 |
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Discontinued operations |
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$ |
0.19 |
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$ |
0.57 |
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Net (loss) earnings |
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$ |
(0.32 |
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$ |
0.10 |
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Diluted |
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Continuing operations |
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$ |
(0.51 |
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$ |
(0.47 |
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Discontinued operations |
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$ |
0.19 |
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$ |
0.57 |
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Net (loss) earnings |
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$ |
(0.32 |
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$ |
0.10 |
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