EMRISE Corporation Announces Results of Annual Stockholders` Meeting

* Reuters is not responsible for the content in this press release.

Fri Jun 26, 2009 8:45am EDT

EATONTOWN, N.J.--(Business Wire)--
EMRISE CORPORATION (NYSE Arca:ERI), a multi-national manufacturer of defense and
aerospace electronic devices and communications equipment, today announced that
it held its annual meeting of stockholders at 11:30 am EDT on June 25, 2009, at
the Staybridge Suites in Eatontown, NJ. Approximately 83% of the Company`s
stockholders were present in person or by proxy at the meeting. 

EMRISE stockholders approved the proposal to elect Otis W. Baskin, 63, as a
Class I director to serve a three-year term, and also approved the proposal to
ratify the selection of BDO Seidman LLP as the Company`s independent registered
public accounting firm to audit the Company`s consolidated financial statements
for 2009. 

In prepared remarks, EMRISE Chairman, President and Chief Executive Officer,
Carmine T. Oliva discussed key strategic initiatives designed to enhance
stockholder value that have been launched by the Company and he reviewed a
number of opportunities and challenges faced by the Company. 

"As many of you know, EMRISE Corporation completed a major strategic initiative
in the 18-month period beginning in November 2007 and ending in March 2009. This
initiative was undertaken in order to focus our Electronic Devices business
segment on new higher growth, higher revenue core businesses while shedding
lower growth, smaller non-core businesses. The core business this strategic
effort was focused on was the acquisition of Advanced Control Components (ACC),
which has an RF devices business in the US that would allow EMRISE to address
the large U.S. military market from which it was precluded from doing previously
since all of our RF device manufacturing was located in Europe. The non-core
businesses we divested included our Digitran digital and rotary switch business,
our Japanese switch and outside sourced resale business and our printed circuit
board manufacturing business. In order to implement this strategy, we arranged a
$26 million debt financing in November 2007 followed by the acquisition of ACC
in August 2008. We then sold the last of the three divested, non-core electronic
devices businesses by March 2009 and paid down our debt from $26 million to $16
million, primarily with the $11.5 million gained from the sale of non-core
assets," Oliva said. 

"We believe that the bullish global military market represents a significant
opportunity for us in 2009. In particular, some of our products are targeted at
the U.S. priority spending categories of 'force protection' and terrorist
interdiction. We are delivering products for numerous military programs such as
'IED' jamming devices and unmanned air vehicles just to name two. Our
expectation for revenue from ACC, which is a driver of this opportunity, is
running at or above the top of the range of the previous guidance we provided
for ACC, which was in the range of $17 million to $18 million, up from $12
million for the trailing 12 months before we acquired ACC. In our communications
products segment, sales of test instruments for the FAA and U.S. military have
been robust and we believe that these sales will be a major contributor to our
overall revenues in the second half of 2009. Despite the impact of current
economy on our communication business, our timing and synchronization
communication equipment products remain one of our best opportunities for
significant growth in the future," Oliva said. 

Oliva also noted some of the challenges faced by the Company, including the
overall weakness in the economy which is affecting among other things, EMRISE`s
In-Flight Entertainment business, spending reductions by the French military
which is negatively impacting EMRISE`s European communication business, and the
current impact of exchange rates on EMRISE`s foreign operations, Oliva added,
"Despite these challenges, we believe we are on track to achieve revenue this
year of around $60 million from continuing operations, up from about $51 million
in revenue from continuing operations in 2008, which represents a growth rate of
approximately 18%." 

Oliva said that going into the second half of 2009, EMRISE will begin to
experience the favorable impact of approximately $1 million in annualized cost
reductions at the corporate G&A level and approximately $2 million in annualized
cost reductions at the business unit level. Of the remaining severance costs
associated with the Company`s cost reduction programs, most will be absorbed in
the second and third quarters of 2009. 

He closed his remarks with a brief discussion of the appointment earlier this
week of Boenning & Scattergood, Inc. as the Company`s financial advisors. He
said that Boenning will initially be focused on helping EMRISE secure a new
credit facility, but their ultimate mission is to identify and negotiate
potential strategic mergers, acquisitions or alliance targets to help the
Company execute its ongoing strategic business plans, which are designed to
continue to enhance shareholder value. 

Commenting on the recent decline in the Company`s stock price Oliva said, "Over
the last several weeks we have seen our stock price decline from more than $1.50
a share to around a $1.20 a share, and I have no idea why, since nothing has
happened at the Company that would explain it. The situation is as frustrating
and difficult for me as I know it is for our stockholders. We have recently
added several new stockholders to the roles and we are continuing to work hard
to meet an increasing number of potential new investors and to make sure that
our story and prospects are well understood. All of these efforts are designed
to help the financial markets recognize the value of EMRISE and to enhance
stockholder value." 

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; RF and
microwave signal processing; network access and timing and synchronization of
communications networks. Primary growth driver applications for EMRISE products
include RF devices for RCIED jamming systems and Edge Network Timing and
Synchronization equipment. 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, including without limitation, EMRISE`s expectation that revenues
contributed by ACC for 2009 will be in the range of $17 million to $18 million
and that overall revenues for EMRISE during 2009 will be approximately $60
million; EMRISE`s expectation that sales of test instruments to the FAA and the
U.S. military will be a major contributor to EMRISE`s overall revenue for 2009;
EMRISE`s expectation that it will experience a favorable impact of approximately
$3 million in annualized cost reductions as a result of certain actions taken in
the first half of 2009 and EMRISE`s expectation that most of the remaining
severance costs associated with EMRISE`s cost reduction programs will be
absorbed in the second and third quarters of 2009. 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, EMRISE`s ability
to manufacture products to meet expected demand and existing and future orders;
the realization of expected orders, including orders of test instruments from
the FAA and the U.S. military; general market and economic conditions; changes
in technology and governmental regulations and policies, competitive products
and services; unforeseen technical issues; the ability of EMRISE to achieve the
perceived financial benefits of its cost reduction programs, both in terms of
the amounts of such benefits and the timing of those benefits, and the ability
to fully absorb the associated severance costs during the second and third
quarters of 2009; and those factors contained in the "Risk Factors" section of
EMRISE`s Form 10-K for the year ended December 31, 2008, Form 10-Q for the
quarterly period ended March 31, 2009, and other EMRISE filings with the
Securities and Exchange Commission. 





EMRISE Corporation
John Donovan, Vice President Finance and Administration
732-387-5790
jdonovan@emrise.com
OR
Allen & Caron, Inc
Rene Caron (investors)
Len Hall (media)
949-474-4300
rene@allencaron.com
len@allencaron.com

Copyright Business Wire 2009

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