UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number 1-10346
CUSIP Number 29246J 10 1
(Check One)
[X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
[ ]Form N-CSR
For Period Ended: December 31, 2004
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ________________________
______________________________________________________________________________
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|Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.|
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| Nothing in this form shall be construed to imply that the Commission has |
| verified any information contained herein. |
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
EMRISE CORPORATION
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Full Name of Registrant
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Former Name if Applicable
9485 HAVEN AVENUE, SUITE 100
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Address of Principal Executive Office (Street and Number)
RANCHO CUCAMONGA, CALIFORNIA 91730
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City, State and Zip Code
PART II - RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, Form N-CSR
[X] or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
THE REGISTRANT WAS UNABLE TO FILE THE SUBJECT REPORT IN A TIMELY MANNER
BECAUSE THE REGISTRANT IS WORKING TO FINALIZE DISCLOSURES REGARDING ITS
RECENT ACQUISITION AND TO INCORPORATE INTO ITS REPORT DISCLOSURES
RESPONSIVE TO COMMENTS RECEIVED FROM THE STAFF OF THE SECURITIES AND
EXCHANGE COMMISSION REGARDING THE REGISTRANT'S PENDING REGISTRATION
STATEMENT ON FORM S-1. THE REGISTRANT ANTICIPATES FILING THE SUBJECT
REPORT ON OR BEFORE THE FIFTEENTH CALENDAR DAY FOLLOWING THE PRESCRIBED
DUE DATE.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
RANDOLPH D. FOOTE (909) 987-9220
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[x]Yes [ ]No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof?
[x]Yes [ ]No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
FOR 2004, REVENUE WAS $29.9 MILLION, UP 17% COMPARED TO $25.5 MILLION
REPORTED FOR 2003. THE INCREASE IN SALES FOR 2004 WAS PRIMARILY DUE TO A
56% INCREASE IN SALES OF THE REGISTRANT'S COMMUNICATIONS EQUIPMENT PRODUCTS
AND SERVICES, INCLUDING $3.4 MILLION IN SALES ATTRIBUTABLE TO THE COMPANY'S
LARUS CORPORATION ACQUISITION. GROSS PROFIT WAS $13.7 MILLION, UP 27%
COMPARED TO $10.7 MILLION REPORTED FOR 2003. SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES WERE $10.2 MILLION, A 30% INCREASE COMPARED TO
$7.8 MILLION FOR 2003. THE 2004 GENERAL AND ADMINISTRATION PORTION
INCLUDED EXPENSES RELATED TO IMPLEMENTING SARBANES-OXLEY REQUIREMENTS,
AS WELL AS EXPENSES FROM LARUS CORPORATION ACQUIRED DURING 2004, THAT WERE
NOT PRESENT IN 2003. THE REGISTRANT ALSO RECORDED PLANNED SELLING EXPENSE
INCREASES ACROSS ALMOST ALL OPERATING UNITS. ENGINEERING AND PRODUCT
DEVELOPMENT EXPENSES WERE $1.5 MILLION, OR 5% OF SALES FOR 2004,
COMPARED TO $951,000, OR 3.7% OF SALES, FOR 2003, REFLECTING A HIGHER
PLANNED COMMITMENT TO PRODUCT DEVELOPMENT, ESPECIALLY FOR DIGITAL AND
ROTARY SWITCHES AND COMMUNICATIONS PRODUCTS. NET INCOME WAS $1.5 MILLION,
A 25% INCREASE FROM THE $1.2 MILLION REPORTED FOR 2003. NET INCOME PER SHARE
WAS $0.06 PER BASIC AND DILUTED SHARE, COMPARED TO $0.05 PER BASIC AND
DILUTED SHARE FOR 2003.
FOR 2004, THE COMPANY REPORTED $1.0 MILLION, OR 4%, ORGANIC REVENUE
GROWTH, AND $3.4 MILLION IN REVENUE GROWTH DUE TO THE LARUS CORPORATION
ACQUISITION COMPLETED IN JULY 2004.
THE REGISTRANT'S CASH FLOW FROM OPERATIONS FOR 2004 WAS $3.8 MILLION, UP 263%
FROM THE $1.0 MILLION REPORTED FOR FISCAL 2003. THE REGISTRANT'S CASH POSITION
DECREASED TO $1.06 MILLION AS OF DECEMBER 31, 2004 COMPARED TO $1.17 MILLION AS
OF DECEMBER 31, 2003, PRIMARILY DUE TO PAYMENT OF THE CASH PORTION AND
ASSOCIATED COSTS OF ACQUIRING LARUS CORPORATION. THE REGISTRANT'S WORKING
CAPITAL POSITION WAS $4.8 MILLION AS OF DECEMBER 31, 2004 COMPARED TO $5.7
MILLION AS OF DECEMBER 31, 2003 DUE TO THE PAYMENT OF APPROXIMATELY $1.5 MILLION
NET CASH PORTION OF THE LARUS CORPORATION PURCHASE PRICE AND COSTS INCURRED IN
THE ACQUISITION. THE REGISTRANT'S BACKLOG WAS $7.7 MILLION AT DECEMBER 31, 2004,
COMPARED TO $9.6 MILLION AT DECEMBER 31, 2003. STOCKHOLDERS' EQUITY INCREASED
38% TO $10.9 MILLION AS OF DECEMBER 31, 2004 FROM $7.9 MILLION AS OF DECEMBER
31, 2003 DUE TO EARNINGS AND THE ISSUANCE OF 1,213,592 SHARES OF COMMON STOCK
FOR THE ACQUISITION OF LARUS CORPORATION.
EMRISE CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 2005 By: /s/ RANDOLPH D. FOOTE
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Randolph D. Foote,
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.