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): August 16, 2005
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EMRISE CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-10346 77-0226211
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
9485 HAVEN AVENUE, SUITE 100, RANCHO CUCAMONGA, CA 91730
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(Address of Principal Executive Officers) (Zip Code)
Registrant's telephone number, including area code: (909) 987-9220
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NOT APPLICABLE
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(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. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 August 16, 2005, Emrise Corporation (the "Company") issued a press
release announcing its results of operations for the three and six months ended
June 30, 2005. A copy of the press release is included in Item 9.01 of this
Form 8-K.
The Company prepares its financial statements in accordance with
accounting principles generally accepted in the United States ("GAAP").
However, Exhibit 99.1 contains a discussion and pro forma summary of
non-GAAP adjustments to the Company's condensed consolidated statements of
operations for the three and six months ended June 30, 2005. The non-GAAP
adjustments consisted of the exclusion from the Company's operating results
for the second quarter of 2005 of certain non-recurring expenses and the
inclusion in the Company's operating results for the same period of certain
revenue related to the delivery of products by the Company's newly-acquired
U.K. subsidiary, Pascall Electronics Ltd. ("Pascall"), to a customer of Pascall.
These non-GAAP adjustments constitute "non-GAAP financial measures" as
defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as
amended. The Company believes the presentation of these non-GAAP financial
measures provides useful information to investors. By excluding the effects of
the non-recurring items, investors may more easily compare the Company's
financial performance from period to period. The Company included in revenues
for the second quarter 2005 the sale of certain items previously recorded as
"bill and hold" inventory. The Company's decision to include this revenue is
based in large part on the fact that from a business and legal perspective the
Company sold the items (i.e., the customer took title to the goods and paid for
the item). For business reasons, the customer requested that the Company allow
the customer to return the items to Pascall for storage. Under the terms of a
separate agreement, Pascall agreed to store the items. These non-GAAP financial
measures should be viewed in addition to, and not as an alternative for, the
Company's reported results prepared in accordance with GAAP. Further, these
non-GAAP financial measures may differ from similar measures presented by other
companies.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
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Not applicable.
(b) Pro Forma Financial Information.
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Not applicable.
(c) Exhibits.
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Number Description
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99.1 Press release dated August 16, 2005
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SIGNATURES
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.
Dated: August 22, 2005
EMRISE CORPORATION
By: /s/ RANDOLPH D. FOOTE
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Randolph D. Foote, Chief Financial Officer
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