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, 2005
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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 FORM 10-K IN A TIMELY MANNER WITHOUT
UNREASONABLE EFFORT OR EXPENSE BECAUSE MANAGEMENT NEEDS ADDITIONAL TIME TO
FINALIZE ITS COMPLETE AND ACCURATE REVIEW OF THE DISCLOSURES IN THE REPORT. IN
ADDITION, THE REGISTRANT'S REGISTERED PUBLIC ACCOUNTING FIRM REQUIRES ADDITIONAL
TIME TO COMPLETE THE AUDIT OF THE REGISTRANT'S 2005 FINANCIAL STATEMENTS. THE
DELAY IN MANAGEMENT'S ABILITY TO COMPLETE ITS REVIEW AND THE DELAY IN THE
COMPLETION OF THE AUDIT WERE PRIMARILY DUE TO THE COMPLEXITY OF PREPARING AND
AUDITING INFORMATION RELATED TO THE REGISTRANT'S TWO ACQUISITIONS COMPLETED IN
2005.
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 2005, THE REGISTRANT ANTICIPATES REPORTING NET SALES OF $41.0 MILLION, AN
INCREASE OF $11.1 MILLION COMPARED TO THE $29.9 MILLION REPORTED FOR 2004. THE
INCREASE INCLUDED $11.2 MILLION OF NET SALES ATTRIBUTABLE TO THE ACQUISITION OF
PASCALL ELECTRONICS LTD., $1.0 MILLION ATTRIBUTABLE TO THE ACQUISITION OF RO
ASSOCIATES, INC. AND $2.9 MILLION FOR THE JANUARY THROUGH JULY 12 PERIOD OF 2005
ATTRIBUTABLE TO LARUS CORPORATION WHICH DID NOT HAVE A COMPARABLE 2004
CONTRIBUTION PERIOD BECAUSE LARUS CORPORATION WAS ACQUIRED ON JULY 13, 2004.
THIS $11.1 MILLION INCREASE IN SALES WAS PARTIALLY OFFSET BY A $1.3 MILLION
REDUCTION IN SALES OF COMMUNICATIONS TEST INSTRUMENTS AND A $2.9 MILLION
REDUCTION IN SALES AT XCEL POWER SYSTEMS LTD. PRIMARILY DUE TO DELAYS IN
SHIPMENT OF POWER SUPPLIES FOR THE SECOND TRANCHE OF THE EUROFIGHTER TYPHOON
AIRCRAFT PROGRAM.
THE REGISTRANT ANTICIPATES REPORTING THAT GROSS PROFIT INCREASED TO $17.4
MILLION FOR 2005 FROM $13.7 MILLION FOR 2004 DUE TO THE INCLUSION OF RESULTS FOR
PASCALL ELECTRONICS LTD., RO ASSOCIATES, INC. AND THE JANUARY THROUGH JULY 12
PERIOD FOR LARUS CORPORATION. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
INCREASED TO $13.7 MILLION FOR 2005 FROM $10.2 MILLION FOR 2004, ALSO PRIMARILY
AS A RESULT OF THE ACQUISITIONS. ENGINEERING AND DEVELOPMENT EXPENSES INCREASED
TO $2.6 MILLION FOR 2005 FROM $1.5 MILLION FOR 2004, ATTRIBUTABLE TO NEW PRODUCT
DEVELOPMENT ENGINEERING COSTS FOR THE LARUS CARRIER CLASS SATELLITE
COMMUNICATION TIMING AND SYNCHRONIZATION PRODUCT, THE REGISTRANT'S DIGITRAN
DIVISION'S LOW PROFILE ROTARY SWITCHES AND NEW PRODUCT ENGINEERING AT PASCALL.
THE REGISTRANT ANTICIPATES REPORTING NET INCOME OF $1,288,000 FOR 2005 AS
COMPARED TO NET INCOME OF $1,480,000 FOR 2004. BASIC AND DILUTED EARNINGS PER
SHARE ARE ANTICIPATED TO BE $0.03 BASED UPON 37.3 MILLION AND 38.4 MILLION BASIC
AND DILUTED SHARES OUTSTANDING FOR 2005, AS COMPARED TO EARNINGS OF $0.06 PER
BASIC AND DILUTED SHARE BASED ON SHARES OUTSTANDING OF 24.1 MILLION AND 24.8
MILLION BASIC AND DILUTED SHARES OUTSTANDING FOR 2004.
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: April 3, 2006 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.