UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2009
Commission file number
000-28539
DRI CORPORATION
(Exact name of Registrant as
specified in its Charter)
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North Carolina
(State or other jurisdiction
of
incorporation or organization)
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56-1362926
(I.R.S. Employer
Identification Number)
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13760
Noel Road, Suite 830
Dallas, Texas 75240
(Address
of principal executive offices, Zip Code)
Registrants telephone number, including area code:
(214) 378-8992
Securities registered pursuant to Section 12(b) of the
Act:
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Common Stock, $.10 Par Value
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The NASDAQ Capital
Market®
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(Title of Each Class)
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(Name of Each Exchange on Which Registered)
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Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the Registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Exchange Act of 1934:
Yes o No þ
Indicate by check mark if the Registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act:
Yes o No þ
Indicate by check mark whether the Registrant: (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days:
Yes þ No o
Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or such shorter period that the Registrant was
required to submit and post such files.)
Yes o No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
(Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of Registrants
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this
Form 10-K
or any amendment to this
Form 10-K.
Yes o No þ
Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act):
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Large accelerated
filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller Reporting
Company þ
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(Do not check if a smaller
reporting company)
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Indicate by check mark whether the Registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange Act):
Yes o No þ
The aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Registrant as of
June 30, 2009 was approximately $17,224,139.
Indicate the number of shares outstanding of the
Registrants Common Stock as of April 15, 2010:
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Common Stock, par value $.10 per share
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11,761,763
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(Class of Common Stock)
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Number of Shares
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DOCUMENTS
INCORPORATED BY REFERENCE:
Part III incorporates certain information by reference from
the Registrants definitive proxy statement, which will be
filed on or before April 30, 2010, for the Annual Meeting
of Shareholders to be held on or before May 27, 2010.
FORWARD-LOOKING
STATEMENTS
Forward-looking statements appear throughout this
Annual Report. We have based these forward-looking statements
upon our current expectations and projections about future
events. It is important to note our actual results could differ
materially from those contemplated in our forward-looking
statements as a result of various factors, including those
described in Item 1A Risk Factors as well as
all other cautionary language in this Annual Report. Readers
should be aware that the occurrence of the events described in
these considerations and elsewhere in this Annual Report could
have an adverse effect on the business, results of operations or
financial condition of the entity affected.
Forward-looking statements in this Annual Report may include,
without limitation, the following:
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Statements regarding our ability to meet our capital
requirements;
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Statements regarding our ability to meet and maintain our
existing debt obligations, including obligations to make
payments under such debt instruments;
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Statements regarding our future cash flow position;
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Statements regarding our ability to obtain lender financing
sufficient to meet our working capital requirements;
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Statements about our efforts to manage and effect certain cost
reductions;
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Statements regarding the timing or amount of future revenues;
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Statements regarding product sales in future periods;
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Statements regarding the effectiveness of any of
managements strategic objectives or initiatives or the
implications thereof on our shareholders, creditors, or other
constituencies;
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Statements regarding expected results;
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Statements regarding current trends and indicators;
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Statements regarding our ability to comply with Section 404
of the Sarbanes-Oxley Act of 2002;
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Statements regarding recent legislative action affecting the
transportation
and/or
security industry, including, without limitation, the Safe,
Accountable, Flexible, Efficient, Transportation Equity
Act A Legacy for Users, and any successor
legislation, and the American Recovery and Reinvestment Act of
2009 and their impact on the Companys results of
operations;
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Statements regarding changes in federal or state funding for
transportation
and/or
security-related funding;
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Statements regarding current conditions in the global capital
markets and the global economy and their impact on the
Companys results of operation;
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Statements regarding possible growth through acquisitions;
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Statements regarding future sources of capital to fund such
growth, including sources of additional equity financing;
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Statements regarding anticipated advancements in technology
related to our products and services;
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Statements regarding future product and service offerings;
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Statements regarding the success of product and service
introductions;
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Statements regarding the ability to include additional security
features to existing products and services;
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Statements regarding the potential positive effect such
additional security features may have on revenues;
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Statements regarding the expected contribution of sales of new
and modified security related products to our profitability;
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Statements regarding future events or expectations including the
expected timing of order deliveries;
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Statements regarding the expected customer acceptance of
products;
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Statements regarding potential benefits our security features
may have for our customers;
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Statements regarding the success of special alliances with
various product partners;
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Statements regarding the availability of alternate suppliers of
the component parts required to manufacture our products;
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Statements regarding our intellectual property rights and our
efforts to protect and defend such rights; and
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Statements that contain words like believe,
anticipate, expect and similar
expressions that are used to identify forward-looking statements.
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Readers should be aware that all of our forward-looking
statements are subject to a number of risks, assumptions and
uncertainties, such as but not limited to, (and in no particular
order):
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Risks that we may not be able to meet our capital requirements;
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Risks that we may not be able to meet and maintain our debt
obligations, including obligations to make payments under such
debt instruments;
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Risks regarding our future cash flow position;
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Risks that we may be unable to obtain lender financing
sufficient to meet our working capital requirements;
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Risks that we may not be able to effect desired and planned
reductions in certain costs;
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Risks that managements strategic objectives or initiatives
may not be effective;
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Risks that assumptions behind future revenue timing or amounts
may not prove accurate over time;
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Risks that current trends and indicators may not be indicative
of future results;
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Risks that we may lose customers or that customer demand for our
products and services may decline;
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Risks that there will be reductions in federal
and/or state
funding for the transportation
and/or
security industry;
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Risks that current legislative action affecting the
transportation
and/or
security industry may not have a favorable impact on the
Companys results of operations;
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Risks that we may be unable to grow through acquisitions;
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Risks that we may be unable to secure additional sources of
capital to fund growth, including the inability to secure
additional equity or lender financing;
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Risks that future technological advances may not occur when
anticipated or that future technological advances will make our
current product and service offerings obsolete;
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Risks that potential benefits our security products may have for
our customers do not materialize;
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Risks that we will be unable to meet expected timing of order
deliveries;
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Risks that product and service offerings may not be accepted by
our customers;
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Risks that product and service introductions may not produce
desired revenue results;
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Risks that we may be unable to create meaningful security
product features in either new or existing products;
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Risks regarding the uncertainties surrounding our anticipated
success of special alliances with various product partners;
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Risks that we may be unable to address and remediate any
deficiencies in our internal controls over financial reporting
and/or our
disclosure controls;
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Risks that insufficient internal controls over financial
reporting may cause us to fail to meet our reporting
obligations, result in material misstatements in our financial
statements, and negatively affect investor confidence;
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Risks that our efforts to comply with Section 404 of the
Sarbanes-Oxley Act of 2002 could fail to be successful;
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Risks that we may be unable to obtain alternate suppliers of our
component parts if our current suppliers are no longer available
or cannot meet our future needs for such parts; and
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Risks that our efforts to protect and defend our intellectual
property rights will not be sufficient.
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This list is only an example of the risks that may affect the
forward-looking statements. If any of these risks or
uncertainties materialize (or if they fail to materialize), or
if the underlying assumptions are incorrect, then actual results
may differ materially from those projected in the
forward-looking statements.
Additional factors that could cause actual results to differ
materially from those reflected in the forward-looking
statements include, without limitation, those discussed
elsewhere in this Annual Report. Readers are cautioned not to
place undue reliance upon these forward-looking statements,
which reflect our analysis, judgment, belief or expectation only
as of the date of this Annual Report. We undertake no obligation
to publicly revise these forward-looking statements to reflect
events or circumstances that arise after the date of this Annual
Report.
WHERE YOU
MAY FIND ADDITIONAL INFORMATION
Our internet address is www.digrec.com. We make publicly
available free of charge on our internet website our annual
report on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the Exchange Act), as soon as
reasonably practicable after we electronically file such
material with, or furnish it to, the Securities and Exchange
Commission (the SEC). Information contained on our
website is not a part of this Annual Report.
You may read and copy any materials we file with the SEC at the
SECs Public Reference Room, 100 F Street, NE,
Washington, D.C.
20549-0102.
You may obtain information on the operation of the Public
Reference Room by calling the SEC at
1-800-SEC-0330.
The SEC maintains a website
(http://www.sec.gov)
that contains reports, proxy and information statements and
other information regarding registrants that file electronically
with the Securities and Exchange Commission.
4
PART I
General
In this Annual Report on
Form 10-K,
we refer to DRI Corporation as DRI, the
Company, us, we and
our. DRI was incorporated in March 1983 as Digital
Recorders, Inc. and became a public company through an initial
public offering in November 1994. In June 2007, our shareholders
approved changing the Companys name to DRI Corporation.
DRIs common stock, $.10 par value per share
(Common Stock), trades on the NASDAQ Capital
Market®
under the symbol TBUS.
Prior to 2007, DRI had historically operated within two major
business segments: (1) the transportation communications
segment and (2) the law enforcement and surveillance
segment. In April 2007, the Companys Digital Audio
Corporation subsidiary, which comprised all of the operations of
the law enforcement and surveillance segment, was divested.
Accordingly, the Company currently operates within one major
business segment.
Through its business units and wholly owned subsidiaries, DRI
designs, manufactures, sells, and services information
technology products either directly or through
manufacturers representatives or distributors. DRI
produces passenger information communication products under the
Talking
Bus®,
TwinVision®,
VacTelltm
and
Mobitec®
brand names, which are sold to transportation vehicle equipment
customers worldwide. The Talking
Bus®,
VacTelltm
and
TwinVision®
brands are sold by our business units in the United States
(U.S.) primarily to the U.S. and Canadian markets.
Net sales by our U.S. business units represent 40% of total
net sales split 70% in the U.S. market, 24% in the Canadian
market, and the remaining 6% in the European market. Long-lived
assets within the U.S. include 59% of all long-lived assets
and are all owned by our U.S. businesses. The
Mobitec®
brand, which represents 60% of total net sales, is sold in the
Nordic market in Sweden, Norway, Denmark, and Finland, in
several countries in the European market including Germany,
France, Poland, United Kingdom, Spain, and Hungary, in the South
American market, primarily in Brazil, and in the Asia-Pacific
and Middle-East markets. Long-lived assets within the Nordic
market include 32% of all long-lived assets and are all owned by
our subsidiaries in Europe. All other long-lived assets within
the remaining markets account for approximately 9% of the total
long-lived assets. See the accompanying consolidated financial
statements and notes to consolidated financial statements for
geographical information regarding the Companys sales and
long-lived assets.
DRIs customers generally fall into one of two broad
categories: end-user customers or original equipment
manufacturers (OEM). DRIs end-user customers
include municipalities; regional transportation districts;
state, and local departments of transportation; transit
agencies; public, private, or commercial operators of bus and
van vehicles; and rental car agencies. DRIs OEM customers
are the manufacturers of transportation rail, bus and van
vehicles. The relative percentage of sales to end-user customers
compared to OEM customers varies widely and frequently from
quarter-to-quarter
and
year-to-year,
and within products and product lines comprising DRIs mix
of total sales in any given period.
U.S.
Operations
Our current
U.S.-based
operations serve markets primarily in the U.S. and Canada
and consist of the following subsidiaries:
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Digital Recorders, Inc. (DR), based in the Research
Triangle Park area of North Carolina, was established in
September 1983. DR operated as a business unit of the Company
under the name Digital Recorders until August 2007,
at which time it was incorporated as a wholly-owned subsidiary
of the Company. DRs primary products include: computer
aided dispatch Global Positioning Satellite (GPS)
tracking; automatic vehicle location (AVL) systems;
VacTelltm
video surveillance security systems; automatic vehicle
monitoring (AVM) systems; and Talking
Bus®
automatic voice announcement systems. Some of these products
feature security related functionality. DRs customers
include
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transit operating agencies, commercial transportation vehicle
operators, and manufacturers of those vehicles primarily in the
U.S. and Canada.
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TwinVision of North America, Inc. (TVna), a
wholly-owned subsidiary of DRI based in the Research Triangle
Park area of North Carolina, was established by DRI in May 1996.
TVna designs, manufactures, sells, and services electronic
destination sign systems used on transit and transportation
rail, bus and van vehicles. Some of these products include
security related functionality. TVnas customers include
transit operating agencies, commercial transportation vehicle
operators, and manufacturers of those vehicles primarily in the
U.S. and Canada.
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RTI, Inc., a wholly-owned subsidiary of DRI based in Dallas,
Texas, was established in August 1994 and acquired by DRI in
July 1998. With the acquisition of RTI, Inc., DRI also acquired
TwinVision®
business development and marketing capabilities, as well as an
exclusive license to the Lite Vision Corporations display
technology, which at the time was the primary display technology
in use. RTI, Inc. is a marketing consulting and business
development firm devoted to the public transit industrys
needs, primarily those of European-based businesses. RTI, Inc.
presently generates no revenue.
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International
Operations
Our current international operations serve markets in Europe,
the Far East, the Middle East, South America, Australia,
Asia-Pacific and generally all markets throughout the world
outside the U.S. and Canada. Our current international
operations consist of the following subsidiaries:
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DRI-Europa AB, based in Göteborg, Sweden, is a wholly-owned
subsidiary of DRI that serves as the umbrella organizational
structure for DRIs international operations.
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Mobitec GmbH, based in Ettlingen, Germany, is a wholly-owned
subsidiary of DRI-Europa AB. Mobitec GmbH primarily sells and
services
Mobitec®
products. Mobitec GmbHs customers include transit
operating agencies, commercial transportation vehicle operators,
and the manufacturers of those vehicles in select markets in
Europe, Asia-Pacific, and the Middle-East.
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Mobitec AB is a wholly-owned subsidiary of DRI-Europa AB based
in Göteborg, Sweden. Based upon our internal market share
calculations, we believe Mobitec AB holds the largest market
share of electronic destination sign systems in the Nordic
markets. In addition to serving the Nordic markets, Mobitec AB
also has sales and service offices in Germany, operated by
Mobitec GmbH, and Australia, operated by its wholly-owned
subsidiary Mobitec Pty Ltd. Mobitec ABs customers include
transit operating agencies, commercial transportation vehicle
operators, and the manufacturers of those vehicles in the Nordic
and other select European markets. Mobitec AB also owns 51% of
the Castmaster Mobitec India Private Limited joint venture
located in India and 100% of Mobitec Empreendimientos e
Participações Ltda. located in Brazil.
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Mobitec Pty Ltd (Mobitec Pty) is a wholly-owned
subsidiary of Mobitec AB based in Peakhurst NSW, Australia.
Mobitec Pty Ltd imports and sells complete
Mobitec®
electronic destination sign systems primarily within the
Australian market. Based upon our internal market share
calculations, we believe Mobitec Pty Ltd holds a majority market
share in the Australian market.
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Mobitec Empreendimientos e Participações Ltda.
(Mobitec EP), based in São Paulo, Brazil, was
established in May 2009 as a holding company to facilitate the
July 2009 acquisition of the remaining 50% ownership interest of
Mobitec Brazil Ltda not previously owned by the Company. Mobitec
EP was originally established as a wholly-owned subsidiary of
Mobitec AB. To meet Brazilian legal requirements of at least two
shareholders in a limited liability company, in June 2009, 1% of
the ownership interest of Mobitec EP was transferred from
Mobitec AB to Mobitec GmbH. Mobitec EP presently generates no
revenue.
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Mobitec Brazil Ltda. (Mobitec Brazil), based in
Caxias do Sul, Brazil, is engaged in manufacturing, selling and
servicing electronic destination sign systems to OEMs and
some end-user customers and operating authority customers,
primarily in South America. Its products are also shipped
throughout
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Mexico, the Caribbean, and the Middle East. Through May 2009,
Mobitec Brazil was a 50%-owned subsidiary of Mobitec AB. In June
2009, to facilitate the acquisition of the remaining 50%
ownership interest of Mobitec Brazil not previously owned by the
Company, Mobitec AB transferred its 50% ownership interest in
Mobitec Brazil to Mobitec EP. In July 2009, Mobitec EP acquired
the remaining 50% interest of Mobitec Brazil that was not
previously owned by the Company. As a result of the acquisition,
which is more fully described in Note 2 to the accompanying
consolidated financial statements, Mobitec Brazil became a
wholly-owned subsidiary of Mobitec EP. To meet Brazilian legal
requirements of at least two shareholders in a limited liability
company, on January 1, 2010, 1% of the ownership interest
of Mobitec Brazil was transferred from Mobitec EP to Mobitec
GmbH.
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Castmaster Mobitec India Private Limited (Castmaster
Mobitec), which began operations in the fourth quarter of
2007, is a joint venture between Mobitec AB and Castmaster
Enterprises Private Limited, a company incorporated in India.
Mobitec AB owns 51% of Castmaster Mobitec, which is based in
Delhi, India. Castmaster Mobitec has exclusive rights to
produce, sell and service
Mobitec®
destination sign systems in India and selected markets in that
region.
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Mobitec Far East Pte. Ltd. (Mobitec Far East), based
in Singapore, was established in October 2009 as a wholly-owned
subsidiary of DRI to facilitate sales and services of
Mobitec®
products in select Asia-Pacific markets, primarily Singapore.
Mobitec Far East currently has no operations and currently
generates no revenue.
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Divestiture
of Digital Audio Corporation
On April 30, 2007 (the Closing Date), the
Company and its wholly-owned subsidiary Digital Audio
Corporation (DAC) entered into a Share Purchase
Agreement with Dolphin Direct Equity Partners, LP
(Dolphin), a Delaware limited partnership, pursuant
to which Dolphin acquired all of DACs issued and
outstanding shares of common stock. DAC comprised all of the
operations of the law enforcement and surveillance segment
reported by the Company prior to divestiture. Accordingly, the
Companys continuing operations consist of only one
operating segment, the transportation communications segment.
Mobitec
Brazil Acquisition
Pursuant to terms of a Quota Purchase Agreement entered into on
July 22, 2009 and amended September 17, 2009, Mobitec
EP acquired the remaining fifty percent (50%) of the issued and
outstanding interests of Mobitec Brazil for an aggregate
consideration of US$2.95 million. Per terms of the Quota
Purchase Agreement, the acquisition by Mobitec EP of the
remaining fifty percent (50%) of the interests of Mobitec Brazil
is effective July 1, 2009, the date upon which the Company
assumed full control of the business. This acquisition is more
fully described in Note 2 to the accompanying consolidated
financial statements.
Industry
and Market Overview
The digital communications technology market in transit and
transportation applications as served by DRI developed because
of several factors. In the earliest stages, the digital
destination signs market developed due to the quest for lower
operating expenses and greater fleet flexibility. Later the
market was influenced by the Americans With Disabilities Act
(ADA), the Clean Air Act, the Intermodal Surface
Transportation Efficiency Act (ISTEA) and related or
follow-on legislation, intelligent transportation systems
initiatives, and the need to further enhance fleet flexibility.
The ADA initially accelerated the trend toward systems for
automatic next-stop announcements by requiring that fixed-route
transit systems announce major stops and transfer points to
assist visually challenged passengers. However, a more
fundamental and longer-term impetus for the development of this
market is the need to provide improved passenger information and
customer services to operators and riders of public and private
transit and transportation vehicles as well as to provide fleet
efficiency, management and security services. DRIs
electronic information display systems, automatic voice
announcement and vehicle locating systems provide transit
systems customers with next stop, transfer point, route
and destination information, vehicle location and operational
condition information, and public service announcements, as well
as security-related functionality in certain instances. On the
U.S. public side of this
8
market, in addition to state, local, and regional grants and
fare-box income, transit operating authorities can
normally apply to the U.S. Federal Transit Administration
(FTA) for grants covering up to approximately 80% of
funding for certain equipment purchases with the remainder of
product acquisition funding being provided by state and local
sources. Additionally, more recently, funds have been allocated
in the American Recovery and Reinvestment Act of 2009 to assist
transit system operators in securing additional equipment such
as that which we supply. This funding is available at 100% of
the procured item contracted value. In the international
markets, funding comes from a variety of sources including
federal, local, and regional grants as well as local operating
fare-box income. Privately funded users of
DRIs transit communications sector products include rental
car shuttle vehicles and tourist vehicle operators.
The Safe, Accountable, Flexible, Efficient, Transportation
Equity Act A Legacy for Users
(SAFETEA-LU) was the primary program funding the
U.S. public surface transit market at the federal level
through federal fiscal year 2009. SAFETEA-LU promoted the
development of modern, expanded, intermodal public transit
systems nationwide and also designated a wide range of tools,
services, and programs intended to increase the capacity of the
nations mobility systems. SAFETEA-LU guaranteed a record
level $52.6 billion in funding for public transportation
through federal fiscal year 2009, including approximately
$10.3 billion to fund federal transit programs in federal
fiscal year 2009. Economic stimulus legislation under the
American Recovery and Reinvestment Act of 2009 (the
ARRA) included $8.4 billion reserved for
U.S. public transportation infrastructure projects, of
which approximately $6.9 billion was authorized for use in
our core served U.S. market. The Companys domestic
subsidiaries initially saw an increase in customer requests for
estimates, quotes and proposals as a direct result of the ARRA
funding. However, the actual rate of conversion of those quotes
and proposals into firm orders has been slower than expected.
Additionally, we cannot determine with any certainty that
certain projects would or would not have materialized in absence
of the ARRA funding. However, we estimate that, ARRA projects
have led to new orders, deliverable to a small extent in 2009,
and mostly in 2010, totaling between $2.8 million and
$5.5 million. Further, we expect additional order activity
under the ARRA to materialize in 2010, which could bring the
ultimate total business funded under that program to
approximately $8 million. We believe the funding under
SAFETEA-LU and the ARRA have led to a favorable and increasing
market for most of our products in the U.S. segment of our
served market.
Authorized federal funding under SAFETEA-LU expired at
September 30, 2009. Continuation of the expiring
legislation has been implemented under specific legislated
extensions. According to reports from the American Public
Transportation Association (APTA), the
U.S. House Appropriations Subcommittee on Transportation,
Housing and Urban Development and Related Agencies
Appropriations
marked-up
its annual appropriations bill on July 13, 2009. For fiscal
year 2010, the bill would provide $10.5 billion for federal
transit programs, roughly a 1 percent increase over the
fiscal year 2009 level, as well as $4 billion for high
speed rail. Likewise, the Senate subsequently passed its
measure. Final passage and reconciliation was expected to occur
when Congress reconvened after its August 2009 recess. However,
instead of final passage and reconciliation, extensions were
utilized to continue funding on a short-term basis leading up to
a recent mid-range extension to December 31, 2010.
One significant component of U.S. market federal finding is
a trust fund that receives income from taxes on motor fuels
(note that federal funds provide approximately 20% of all funds
in the transit industry). Receipts to the trust fund have been
inadequate to provide and sustain the needed federal funding of
U.S. transit systems. Recently, additional funds were
deposited in the trust fund from general revenue sources and it
is believed that such funds are sufficient to extend the life of
that program through federal fiscal year 2011.
Another significant source of U.S. transit funding is state and
local taxes or other forms of state and local resources. As a
result of the slow-down in the U.S. economy in recent periods,
many transit operating authorities in the U.S. are having
trouble maintaining levels of service they have historically
provided and some have commenced service cutbacks and
reductions. This issue is being addressed through additional
operating funding possibly being made available at the federal
level.
9
New authorizing legislation has been prepared by the
U.S. House Committee on Transportation &
Infrastructure, which has released its proposal for the next
surface transportation authorization bill to replace SAFETEA-LU.
The proposal, A Blueprint for Investment and Reform,
recommends a $450 billion investment in surface
transportation programs over a six-year period, including
$99.8 billion for public transportation programs that, if
enacted, would approximate a 90 percent increase over
SAFETEA-LU funding levels. The bill recommends an additional
$50 billion to create a national high speed rail network.
Funding ways and means for the proposed legislation must still
be addressed. There can be no assurance that new legislation
will materialize and final passage of any form of new
legislation is not expected to occur until late in 2010 at the
earliest and may not occur until sometime in 2011 or later.
Extensions of the expired legislation will be necessary until
ways and means to finance a new longer-term legislation can be
determined. The Companys senior management is involved in
development of the new legislation and extensions of the expired
legislation through active participation in APTA and continues
to monitor the development of the new legislation and its
potential impact on the Companys future operating results.
Currently, management believes that such legislative issues will
have minimal impact on the U.S. market at least into late
2010, at which time there could be a depressing impact on the
U.S. market that we serve.
Federal funding issues described herein do not impact the
larger, international market we serve. Sales by our
international subsidiaries increased by approximately 31% in
2009 compared to 2008 (after giving effect to changes in
currency exchange rates) as we continued to seek opportunities
to expand our presence internationally, both in current served
markets and in new markets around the globe. Our international
operations have seen some customer procurement plan revisions,
including rescheduling of delivery dates and some scale-back.
Some of this was due, in the opinion of management, at least
partially, to the global economic slowdown in certain specific
international market sectors. However, certain other
international and domestic customer rescheduling of orders has
recently been experienced primarily for reasons other than
economic circumstances. While such issues as these can and do
occasionally impact the Company, we believe long-term market
drivers for the global transit industry, which include traffic
grid-lock, high fuel prices, environmental issues, economic
issues and the need to provide safe and secure transportation
systems, continue to suggest a favorable overall long term trend
and environment for DRI, and we remain optimistic about the
Companys prospects in the global transit and
transportation markets.
While as much as 80% of certain major capital expenditures in
the U.S. can be funded federally in most instances, federal
funding accounts for less than 20% of all funding in the
U.S. market. The remainder comes from a combination of
state and local public funds and passenger fare-box
revenue. However, even though federal funding is a relatively
low share of the total, its presence, absence or uncertainty, in
our opinion, has a larger impact on the market than the 20%
might imply. Funding for markets outside of the U.S. comes
from a variety of sources. These sources vary widely from
region-to-region
and from
period-to-period
but include combinations of local, regional, municipal, federal,
and private entities or funding mechanisms as well as funds
generated by collection of fares.
The automatic voice announcement systems market served by
DRIs DR subsidiary emerged primarily because of ADA
legislation. DR was among the pioneers to develop automatic
voice announcement technology including GPS tracking and
triggering. DRs Talking
Bus®
system met favorable acceptance in terms of concept, design, and
technology, and was acknowledged to be ADA compliant. That
regulatory-driven acceptance has evolved and grown into a basic
customer service consideration. We believe that over 60% of all
new bus vehicles in North America contained automatic voice
announcement systems in recent years. We expect this percentage
to moderately increase over the next several years as automatic
voice announcement systems reduce cost, decrease in maintenance
cost and complexity, integrate to deliver other features and
services, and become more distinctly perceived as a form of
customer service. To date, our DR subsidiary has had minimal
international sales. Management believes DR holds a significant
U.S. market share in stand-alone (as opposed to similar
functionality included in larger integrated information system
installations) automatic voice announcement systems.
Enhancement and expansion of the AVL and AVM capabilities of
DRs DR-600 Talking
Bus®
system has enabled DRI to expand the market it serves to include
fleet management (Engineered Systems) services for
operators and users of transit vehicle systems. An outcome of
this is the ability to provide more and better
10
information to the users of transit systems by placing real-time
current vehicle location information at passenger boarding
locations and vehicle operating efficiency and vehicle health
information at operational headquarters and other strategic
locations. Additionally, this capability is emerging as a form
of security risk mitigation for our customers. It is in this
area of our business that we form alliances with others in order
to enhance our market capability and access. Furthering security
features and security related transit products, DR produces and
sells
VacTelltm
video actionable intelligence solutions, which combines
well-established Digital
Recorders®
on- and off-vehicle location and monitoring products with
advanced digital video recording and wireless communications
technologies to deliver the ability to enhance management of
security events.
The electronic destination sign system market served by our
U.S. and international operations is highly competitive.
Aside from the benefit of opening new geographic market
segments, growth of this business is closely tied to overall
market growth, increased market share, or technological
advances. A significant portion of transit buses in operation
worldwide have some form of electronic destination sign system.
We estimate approximately 98% of those systems in the
U.S. are electronic. The percentage of buses with
electronic destination sign systems varies greatly among
international markets, with some markets as high as 98% and some
markets as low as 5%. We estimate approximately 50% of
destination sign systems in our overall international markets
are electronic and believe this percentage is trending upward.
We believe that TVna holds a significant market share in the
U.S., while Mobitec AB holds a majority market share in the
Nordic market and Mobitec AB, through subsidiaries, holds
significant, and in some cases, majority market share in most of
its primary geographic served markets world-wide.
Key
Competitors
Most of the markets in which we participate are highly
competitive and are subject to technological advances, as well
as evolving industry and regulatory standards. We believe the
principal competitive factors in all markets we serve include
ease of use, after-sales service and support, local presence and
support on a multi-national basis, price, the ability to
integrate products with other technologies, maintaining leading
edge technology, and responding to governmental regulation.
In DRIs electronic destination sign systems market,
management views Luminator Holding L.P. (Luminator),
an operating unit of Mark IV Industries, Inc., as its
principal competitor. Clever Devices Ltd. is the most
significant competitor in the domestic automatic voice
announcement systems market. In the engineered systems market,
management considers INIT GmbH, Continental AG, and the former
TMS subsidiary of Orbital Sciences, now owned by ACS, to be
DRIs most significant competitors. Numerous other
competitors exist, particularly in the international markets,
and most tend to serve discrete regions or territories rather
than the global market served by DRI. Of the international
competitors, those comprising the majority of competitive market
shareholdings are LLE, Luminator, Hanover Displays, Gorba, INIT,
Continental, and ACS. All of these except ACS, Luminator, and
Hanover Displays are based in Central Europe. Hanover Displays
is based in the United Kingdom with significant market share
there, as well as sales in selected regions of the continental
European market. ACS and Luminator are based in the U.S.
Products
and Product Design
DRIs current products include:
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DR600tm,
a vehicle logic unit for buses that provides automatic vehicle
monitoring, automatic vehicle location, and automatic vehicle
schedule adherence communication systems and programs, generally
including GPS triggering of product features;
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GPS tracking of vehicles;
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Talking
Bus®
next stop automatic voice announcement system and next stop
internal signage;
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A Software Suite that provides modules for customized transit
applications including computer-aided dispatch, automatic
vehicle location, vehicle monitoring, wireless data exchange,
and Central Recording Station;
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Transit Arrival Signs and software;
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Airport Shuttle Automatic Vehicle Location products and Arrival
Signs;
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Integration of and with vehicle
sub-systems
including destination signs, fare collection, automatic
passenger counters, engine controllers, transmission,
multiplexer, etc.;
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TwinVision®
all-LED (light-emitting diode) electronic destination sign
systems;
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TwinVision®
Chromatic Series family of color electronic destination sign
systems;
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TwinVision®
Smart Series family of electronic destination sign systems;
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ELYSÉ®
and Central Recording Station software;
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Mobitec®
electronic destination sign systems and electronic information
display systems; and
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VacTelltm
video surveillance, recording and actionable intelligence
products.
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The Digital Recorders systems enable voice-announced transit
vehicle stops, GPS-based automatic vehicle location, automatic
vehicle monitoring, and other passenger information, such as
next stop, transfer point, route and destination information,
and public service announcements. The vehicle locating and
monitoring aspect of this product further provides
security-related capabilities. These systems can be used in
transit buses and vans, light rail vehicles, trains, subway
cars, people movers, monorails, airport vehicles and tour buses,
as well as other private and commercial vehicles. Compliant with
industry-recognized standards, the system uses an open
architecture, computer-based microprocessor electronics system
design including interoperability with third-party equipment.
The open architecture design permits expansion to customer size
requirements and integration with other electronic systems.
Wireless 802.11x data exchange is available. This system, as
well as all of DRIs products, is designed to meet the
severe operating demands of temperature, humidity, shock,
vibration, and other environmental conditions found in typical
transit applications.
DRIs electronic destination sign system products, which
are generally known by the
TwinVision®
and
Mobitec®
brand names, represent technologically advanced products
pioneered by our Mobitec GmbH, TVna, and Mobitec AB
subsidiaries. The product line includes various models covering
essentially all popular applications. Where applicable, these
products adhere to ADA requirements and function under
industry-recognized standards. They each possess an open
architecture, microprocessor-based design. In 2000, TVna and
Mobitec GmbH introduced an all-LED, solid-state product. The
all-LED product dominates sales of destination sign systems in
North America and in the international markets, while prior
generation, mechanical flip-dot or
flip-dot/LED products, accounts for a declining
percentage of sales by DRIs international subsidiaries. As
the name implies, the all-LED product provides
improved illumination and eliminates moving parts, thereby
delivering better readability and lowered maintenance expenses.
In 2001, TVna and Mobitec GmbH introduced the
TwinVision®
Chromatic Series, including
TwinVision®
Chroma I and
TwinVision®
Chroma IV, which offered DRIs customers greater color
route identification flexibility and message display
options for electronic destination signage. These products
incorporate colorized route capabilities while retaining
electronic destination sign system message display advantages
for the color-vision impaired. In 2008, TVna introduced the
TwinVision®
All-LED Smart Series and
TwinVision®
Chromatic Smart Series. The Smart Series products feature a more
advanced processing system that has been integrated with the
Companys all-LED and Chromatic Series electronic
destination sign systems. In 2009, TVna introduced the new
Silver Series destination sign system having significantly
better and brighter image features. Utilizing
state-of-the-art
processors to monitor system health and solid-state LED devices
to provide extremely bright messages with wide-angle visibility
both day and night, these products help reduce fleet maintenance
costs and system diagnostic times, as well as deliver improved
message displays.
Message programming for all electronic destination sign system
products is accomplished via proprietary
ELYSÉ®
software developed by Mobitec GmbH and refined by TVna, or
similar companion software developed by Mobitec AB. Programming
is accomplished through such means as PCMCIA memory card
download, USB devices and certain wireless capabilities.
12
Under terms of a license agreement with the University of
Washington, DR uses certain technology developed by the
Intelligent Transportation Systems Research program at the
University under the names BusView and
MyBus. The technology, some of which we have
integrated with the Talking
Bus®
system, enables transit system users to access information about
the vehicle they wish to board, such as schedule data, via the
internet. This technology, combined with DRIs internal
developments, is helping extend DRs product offerings into
automatic vehicle location, fleet management, automatic vehicle
monitoring, and off-vehicle passenger information markets and
security. Under the license agreement with the University of
Washington, the Company pays royalties for use of the
technology. The royalties paid are not significant to the
Companys results of operations.
Marketing
and Sales Organization
DRIs products are marketed by in-house sales and marketing
personnel, commissioned independent sales representatives, and
by distributors or dealers in selected limited circumstances as
appropriate for each business unit and market segment. Marketing
and sales activities include database marketing; selective
advertising; direct contact selling; publication of customer
newsletters; participation in trade shows and industry
conventions; and cooperative activities with systems integrators
and alliance partners on a selective basis.
Management regularly evaluates alternative methods of promoting
and marketing DRIs products and services. Web site and
internet-based marketing techniques currently serve to assist
marketing and sales efforts, but the custom-specification,
request-for-quote
nature of DRIs markets does not lend itself to full-scale,
internet-driven marketing and sales efforts.
Customers
Though we had no major customer (defined as those customers to
which we made sales greater than 10% of DRIs total sales)
in 2009, we continue to generate a significant portion of our
sales from a relatively small number of key customers. In 2009,
2008 and 2007, our top five customers accounted for 36.0%,
33.4%, and 21.3%, respectively, of total annual sales. These key
customers, the composition of which may vary from year to year,
are primarily transit bus original equipment manufacturers. We
sell our products to a limited set of customers and can
experience concentration of revenue with related credit risk.
Loss of one or more of these key customers could have an adverse
material impact on the Company.
Seasonality
and Fluctuation in Results
DRIs sales are not generally seasonal in
nature. However, a significant portion of sales for each product
line is made, either directly or indirectly, to government or
publicly funded entities. In addition, many sales to transit
original equipment manufacturers are themselves related to sales
by those manufacturers to government or publicly funded
entities. In general, due to project funding availability
considerations being somewhat tied to governmental agencies in
some instances, we may occasionally experience the appearance of
seasonality-like movement in revenue. In the U.S., the federal
government and many state and local governments operate on an
October to September fiscal year. Several key international
government customers operate on an April to March fiscal year.
In addition, government agencies occasionally have a tendency to
purchase infrequently and in large quantities, creating uneven
demand cycles throughout the year. These cycles generate periods
of relatively low order activity as well as periods of intense
order activity. This fluctuation in ordering tends to make sales
patterns uneven and make it difficult to forecast
quarter-to-quarter
and
year-to-year
results.
Sales to DRI customers are characterized by relatively larger
contracts and lengthy sales cycles that generally extend for a
period of two months to 24 months. The majority of sales of
the Companys products and services are recognized upon
physical shipment of products and completion of the service,
provided all accounting criteria for recognition have been met.
Sales and revenues for projects involving multiple elements
(i.e., products, services, installation and other services) are
recognized under specific accounting criteria based on the
products and services delivered to the customer and the
customers acceptance of such products and
13
services. Sales and revenues from more complex or time-spanning
projects within which there are multiple deliverables including
products, services, and software are recognized based upon the
facts and circumstances unique to each project. This generally
involves recognizing sales and revenue over the life of the
project based upon (1) meeting specific delivery or
performance criteria. See discussion of DRIs revenue
recognition policies in Item 7 below.
DRIs sales tend to be made pursuant to larger contracts,
requiring deliveries over several months. Purchases by a
majority of DRIs customers are frequently somewhat
dependent, directly or indirectly, on federal, state, regional
and local funding. Manufacturers of transportation equipment,
who, in turn, sell to agencies or entities dependent on
government funding, are the principal customers for DRIs
products. Further, governmental type purchasers generally are
required to make acquisitions through a public bidding process.
The fact that much of DRIs sales are derived from
relatively large contracts with a small number of customers can
result in fluctuations in DRIs sales and, thus, operating
results, from
quarter-to-quarter,
period-over-period
and
year-to-year.
Due to DRIs business dealings in foreign countries, the
Company may experience foreign currency transaction gains and
losses in relation to the changes in foreign currency rates,
which can result in variances from
quarter-to-quarter
and
year-to-year.
The Company does not engage in currency hedging at this time.
Backlog
DRIs backlog as of December 31, 2009, was
$26.3 million compared to $9.9 million as of
December 31, 2008, and $12.0 million as of
December 31, 2007. Fluctuations in backlog can occur and
generally are due to: (1) timing of the receipt of orders;
(2) order cycle fluctuations arising from the factors
described under the heading Seasonality and Fluctuation in
Results; and (3) the extent of long-term orders in
the marketplace. We believe backlog is becoming less of a trend
indicator for the Company due to the fact that some of our
larger customers depend on the Company to monitor their
production and anticipate when Company products will be needed.
As a result, customer purchase orders classified as
backlog may not materialize until relatively close
to the necessary delivery date. DRI currently anticipates that
it will deliver all, or substantially all, of the backlog as of
December 31, 2009 during fiscal year 2010.
Research
and Development
DRI is committed to the continued technological enhancement of
all its products and to the development or acquisition of
products having advanced technological features. However,
continued development of any individual product is dependent
upon product acceptance in the marketplace. DRIs objective
is to develop products that are considered high quality,
technologically advanced, cost competitive, and capable of
capturing a significant share of the addressable market. Product
development based upon advanced technologies is one of the
primary means by which management differentiates DRI from its
competitors.
Management anticipates that technological enhancements to the
Talking
Bus®
automatic voice announcement system,
VacTelltm
video surveillance security products, and
TwinVision®
and
Mobitec®
electronic destination sign system products will continue in the
future. Such technological enhancements are designed to enhance
DRIs ability to integrate these products with other
technologies, reduce unit cost of production, capture market
share and advance the
state-of-the-art
technologies in DRIs ongoing efforts to improve profit
margins. The enhancements should increase available marketable
product features as well as aid in increasing market share,
product profit margins and market penetration. In addition to
enhancing existing products, DRI generally has new generations
of products under various stages of development or under
development refinement of U.S. products to make ready for
the international market.
Research and development activities continued in all product
areas during 2009. Research and development expenses were
$552,000 in 2009, $974,000 in 2008, and $1.1 million in
2007. During 2009, as in prior years, salaries of certain
engineering personnel who were used in the development of
software and other related costs met the capitalization criteria
of Accounting Standards Codification (ASC) Topic
985-20,
Costs of Computer Software to be Sold, Leased or
Marketed. The total amount of personnel and other expense
capitalized in 2009 was $2.1 million as compared to
capitalization of $1.5 million and $669,000 for
14
such costs for the years ended December 31, 2008 and 2007,
respectively. In 2009, the Company
stepped-up
its efforts to develop more technologically advanced products
that would meet our customers needs and which we believe
would provide an advantage over our competitors products.
We increased our engineering resources in 2009, which allowed us
to execute our plan to increase these development efforts. We
believe the technological advances to our products resulting
from these increased capitalized development projects will
generate increased revenues for us in future periods. In
aggregate, research and development expenditures in 2009 were
$2.6 million as compared to aggregate expenditures of
$2.5 million and $1.8 million in 2008 and 2007,
respectively. This increase in aggregate research and
development expenditures is attributable to the Companys
continued efforts to pursue technological enhancements to
existing products and to develop new, technologically advanced
products that will meet our customers needs.
Because we believe technological advances are necessary to
maintain and improve product lines and, thus, market position,
we expect to continue to invest in research and development
activities in future periods. Due to our research and
development spending, we may experience fluctuations in
operating results since costs may be incurred in periods prior
to the related or resulting sales. Additionally, technological
advances increase the potential for existing products to become
obsolete. The Company takes technological advances into
consideration when evaluating the carrying amount of its
inventory on a
period-to-period
basis.
Manufacturing
Operations
Our principal suppliers generally are ISO (or substantial
equivalent) certified contract-manufacturing firms that produce
DRI-designed equipment. DR also performs part of its assembly
work in-house purchasing major components and services from
several suppliers in the U.S.
TVna purchases display components and assemblies for electronic
destination sign systems from multiple companies in the U.S.,
Europe, and Asia. We generally assemble these products, and some
related subassemblies, in-house. Domestic production is
compliant with
Buy-America
regulations.
Mobitec AB produces the majority of the products it sells, as
well as products for sales of Mobitec GmbH, Mobitec Pty, and
Castmaster Mobitec in Herrljunga, Sweden. It purchases raw
materials, components, and assemblies primarily from suppliers
located in the Nordic, Asian and European markets. In late 2009,
Castmaster Mobitec started local production work in India.
Mobitec Brazil Ltda produces its products in Caxias do Sul,
Brazil. It purchases raw materials, components and assemblies
from companies in Europe, LEDs from DRIs other
subsidiaries and suppliers in Asia, and the remainder primarily
from various local suppliers in Brazil.
Customer
Service
We believe our commitment to customer service has enhanced the
customers opinion of DRI compared to our competitors. Our
plan is to continue defining and refining our service-oriented
organization as a sustainable competitive advantage.
Proprietary
Rights
We currently own four design patents and have a combination of
trademarks, copyrights, alliances, trade secrets, nondisclosure
agreements, and licensing agreements to establish and protect
our ownership of, and access to, proprietary and intellectual
property rights as well as patent applications. Our attempts to
keep the results of our research and development efforts
proprietary may not be sufficient to prevent others from using
some or all of such information or technology. By
designing around our intellectual property rights,
our competitors may be able to offer similar functionality
provided by our products without violating our intellectual
property rights. We have registered our Digital
Recorders®,
Talking
Bus®,
TwinVision®,
Mobitec®,
ELYSÉ®,
DR500C+®,
DR600®,
and
VacTelltm
trademarks, as well as other trademarks, logos, slogans,
taglines, and trade names with the U.S. Patent and
Trademark Office and, where appropriate, with similar
governmental agencies abroad.
15
We intend to pursue new patents and other intellectual property
rights protection methods covering technology and developments
on an on-going basis. We also intend to use our best efforts to
maintain the integrity of our trademarks, logos, slogans,
taglines, trade names, and other proprietary names, as well as
to protect them from unauthorized use, infringement, and unfair
competition.
Employees
As of December 31, 2009, DRI employed 244 people, of
which 89 were employed domestically and 155 were employed
internationally. Of the 89 domestic employees, 5 were employed
in our Dallas corporate administrative office. Although European
subsidiaries include some limited work-place agreements, DRI
employees are not covered by any collective bargaining
agreements and management believes its employee relations are
good. We believe future success will depend, in part, on our
continued ability to attract, hire, and retain qualified
personnel.
Many of the risks discussed below have affected our business in
the past, and many are likely to continue to do so. These risks
may materially adversely affect our business, financial
condition, operating results or cash flows, or the market price
of our Common Stock.
Risks
Related to Indebtedness, Financial Condition and Results of
Operations
Our substantial debt could adversely affect our financial
position, operations and ability to grow. As of
December 31, 2009, we had total debt of approximately
$15 million. Included in this debt is $7.2 million
under our domestic and European revolving credit facilities, a
$4.8 million term loan due June 30, 2011, a $209,000
loan due on September 30, 2010, a $470,000 loan due on
June 30, 2011, a $1.95 million loan due on
October 30, 2012, a $132,000 loan due on October 7,
2014, a $22,000 loan due on September 7, 2012, a $93,000
loan due on April 30, 2010, loans of $135,000 with
180-day
terms, a $1,900 loan due on January 17, 2010, and three
loans of $24,000 due on November 16, 2010. Our domestic
revolving credit facility had an outstanding balance of
$3.8 million as of December 31, 2009 and matures on
June 30, 2011. Our European revolving credit facilities
have outstanding balances of $2.0 million as of
December 31, 2009 under agreements with a Swedish bank with
an expiration date of December 31, 2010 and an outstanding
balance of $1.4 million as of December 31, 2009 under
an agreement with a German bank with an open-ended term. Our
substantial indebtedness could have adverse consequences in the
future, including without limitation:
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we could be required to dedicate a substantial portion of our
cash flow from operations to payments on our debt, which would
reduce amounts available for working capital, capital
expenditures, research and development and other general
corporate purposes;
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our flexibility in planning for, or reacting to, changes in our
business and the industries in which we operate could be limited;
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we may be more vulnerable to general adverse economic and
industry conditions;
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we may be at a disadvantage compared to our competitors that may
have less debt than we do;
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it may be more difficult for us to obtain additional financing
that may be necessary in connection with our business;
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it may be more difficult for us to implement our business and
growth strategies;
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we may have to pay higher interest rates on future
borrowings; and
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we may not comply with financial loan covenants, which could
require us to incur additional expenses to obtain waivers from
lenders or could restrict the availability of financing we can
obtain to support our working capital requirements.
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Some of our debt bears interest at variable
rates. If interest rates increase, or if we incur
additional debt, the potential adverse consequences, including
those described above, may be intensified. If our cash flow
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and capital resources are insufficient to fund our debt service
obligations, we may be forced to reduce or delay planned
expansion and capital expenditures, sell assets, obtain
additional equity financing or restructure our debt. Some of our
existing credit facilities contain covenants that, among other
things, limit our ability to incur additional debt.
Future cash requirements or restrictions on cash could
adversely affect our financial position, and an event of default
under our outstanding debt instruments could impair our ability
to conduct business operations. The following
items, among others, could require unexpected future cash
payments, limit our ability to generate cash or restrict our use
of cash:
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triggering of certain payment obligations, or acceleration of
payment obligations, under our revolving credit facilities and
loan agreements;
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costs associated with unanticipated litigation relating to our
intellectual property or other matters;
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taxes due upon the transfer of cash held in foreign
locations; and
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taxes assessed by local authorities where we conduct business.
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In the event we are unable to avoid an event of default under
one or more of our existing credit facilities, it may be
necessary or advisable to retire and terminate one or more of
the facilities and pay all remaining balances borrowed. Any such
payment would further limit our available cash and cash
equivalents. Furthermore, it is unlikely we would have adequate
resources available when necessary to avoid an event of default
or if we do not have adequate time to retire the credit
facilities. The consequences of an event of default under one or
more of our credit facilities or other debt instruments may
prevent us from continuing normal business operations.
The above cash requirements or restrictions could lead to an
inadequate level of cash for operations or for capital
requirements, which could have a material negative impact on our
financial position and significantly harm our ability to operate
the business.
Our operating results may continue to
fluctuate. Our operating results may fluctuate
from period to period and period over period depending upon
numerous factors, including: (1) customer demand and market
acceptance of our products and solutions; (2) new product
introductions; (3) variations in product mix;
(4) delivery due-date changes; and (5) other factors.
We operate in a market characterized by long and occasionally
erratic sales cycles. The time from first contact to order
delivery may be a period of two years or longer in certain
instances. Delivery schedules, as first established with the
customer in this long cycle may change with little or no advance
notice as the original delivery schedule draws near. Our
business is sensitive to the spending patterns and funding of
our customers, which, in turn, are subject to prevailing
economic and governmental funding conditions and other factors
beyond our control. Moreover, we derive sales primarily from
significant orders from a limited number of customers. For that
reason, a delay in delivery of our products in connection with a
single order may significantly affect the timing of our
recognition of sales between periods. Moreover, sales lost due
to the cancellation of, or our inability to fill, an order in
one period may not be necessarily made up by sales in any future
period.
Risks
Related to Our Operations and Product Development
A significant portion of our sales is derived from sales to a
small number of customers. If we are not able to obtain new
customers or repeat business from existing customers, our
business could be seriously harmed. We sell our
products to a limited and largely fixed set of customers and
potential customers. We sell primarily to original equipment
manufacturers and to end users such as municipalities, regional
transportation districts, transit agencies, federal, state and
local departments of transportation, and rental car agencies. In
2009, 2008 and 2007, our top five customers accounted for 36.0%,
33.4%, and 21.3%, respectively, of total annual sales. The
identity of the customers who generate the most significant
portions of our sales may vary from year to year. If any of our
major customers stopped purchasing products from us, and we were
not able to obtain new customers to replace the lost business,
our business and financial condition would be materially
adversely affected. Many factors affect whether customers reduce
or delay their investments in products such as those
17
we offer, including decisions regarding spending levels and
general economic conditions in the countries and specific
markets where the customers are located.
We depend on third parties to supply components we need to
produce our products. Our products and solutions
are dependent upon the availability of quality components that
are procured from third-party suppliers. Reliance upon
suppliers, as well as industry supply conditions, generally
involves several risks, including the possibility of defective
parts (which can adversely affect the reliability and reputation
of our products), a shortage of components and reduced control
over delivery schedules (which can adversely affect our
manufacturing efficiencies and timing of deliveries to
customers) and increases in component costs (which can adversely
affect our profitability).
We have some single-sourced supplier relationships, because
either alternative sources are not readily or economically
available or the relationship is advantageous due to
performance, quality, support, delivery, and capacity or price
considerations. If these sources are unable to provide timely
and reliable supply, we could experience manufacturing
interruptions, delays, or inefficiencies, adversely affecting
our results of operations. Even where alternative sources of
supply are available, qualification of the alternative suppliers
and establishment of reliable supplies could result in delays
and a possible loss of sales, which could adversely affect
operating results.
Many of our customers rely, to some extent, on government
funding, which subjects us to risks associated with governmental
budgeting and authorization processes. A majority
of our domestic U.S. sales, either directly or indirectly
through OEMs, are to end customers having some degree of
national, federal, regional, state, or local governmental-entity
funding. These governmental-entity funding mechanisms are beyond
our control and often are difficult to predict. Further, general
budgetary authorizations and allocations for state, local and
federal agencies can change for a variety of reasons, including
general economic conditions, and have a material adverse effect
on us. SAFETEA-LU, which was the primary program funding the
U.S. public surface transit market at the federal level
expired in September 2009. Extension of the expired legislation
has been implemented under continuing resolutions while new
legislation to replace SAFETEA-LU is being developed. It is
uncertain when new legislation will be developed and enacted, if
at all, and at what levels federal funding for public
transportation programs will be available if new legislation is
enacted. Such funding uncertainties could lead to disruption in
our domestic market, which, in turn, could result in a downturn
in demand for our products and have a material adverse effect on
our financial position and results of operations.
In addition to federal funding to the public transit side of our
domestic market, a majority of our customers rely on state and
local funding, which tends to be affected by general economic
conditions. A decrease in state and local funding in our
domestic markets can have a depressing effect on sales of our
products. It is not possible to precisely quantify or forecast
this type of impact. Any unfavorable change in any of these
factors and considerations could have a material adverse effect
upon us.
We must continually improve our technology to remain
competitive. Our industry is characterized by,
and our business strategy is substantially based upon,
continuing improvement in technology. This results in frequent
introduction of new products, short product life cycles and
continual change in product price/performance characteristics.
We must develop new technologies in our products and solutions
in order to remain competitive. We cannot assure you that we
will be able to continue to achieve or sustain the technological
leadership that is necessary for success in our industry. In
addition, our competitors may develop new technologies that give
them a competitive advantage, and we may not be able to develop
or obtain a right to use those or equal technologies at a
reasonable cost, if at all, or to develop alternative solutions
that enable us to compete effectively. A failure on our part to
manage effectively the transitions of our product lines to new
technologies on a timely basis could have a material adverse
effect upon us. In addition, our business depends upon
technology trends in our customers businesses. To the
extent that we do not anticipate or address these technological
changes, our business may be adversely impacted.
We operate in several international locations and, in India,
with less than full ownership control. Not all
countries embrace the full scope of the regulatory requirements
placed on U.S. public companies. Operating under those
inhibiting circumstances can make it difficult to assure that
all of our internal controls are being followed as we would
expect and detection of non-compliance may not be as timely as
desired.
18
We cannot assure you that any new products we develop will be
accepted by customers. Even if we are able to
continue to enhance our technology and offer improved products
and solutions, we cannot assure you we will be able to deliver
commercial quantities of new products in a timely manner or that
our products will achieve market acceptance. Further, it is
necessary for our products to adhere to generally accepted and
frequently changing industry standards, which are subject to
change in ways that are beyond our control.
Risks
Related to Our International Operations
There are numerous risks associated with international
operations, which represent a significant part of our
business. Our international operations generated
approximately 59% of our sales in 2009. Our sales outside the
U.S. were primarily in Europe (particularly the Nordic
countries), South America, the Middle East, India, and
Australia. The success and profitability of international
operations are subject to numerous risks and uncertainties, such
as economic and labor conditions, political instability, tax
laws (including U.S. taxes upon foreign subsidiaries), and
changes in the value of the U.S. dollar versus the local
currency in which products are bought and sold. Any unfavorable
change in one or more of these factors could have a material
adverse effect on us.
Complying with foreign tax laws can be complicated, and we
may incur unexpected tax obligations in some
jurisdictions. We maintain cash deposits in
foreign locations and many countries impose taxes or fees upon
removal from the country of cash earned in that country. While
we believe our tax positions in the foreign jurisdictions in
which we operate are proper and defensible, tax authorities in
those jurisdictions may nevertheless assess taxes and render
judgments against us. In such an event, we could be required to
make unexpected cash payments in satisfaction of such
assessments or judgments or incur additional expenses to defend
our position. As an example, Mobitec Brazil was assessed
$1.5 million in Industrialized Products Taxes, a form of
federal value-added tax in Brazil, and related penalties and
fines in 2006. The assessment was the result of an audit
performed by Brazils Federal Revenue Service in 2006 and
varying interpretations of Brazils complex tax law by
Brazils Federal Revenue Service and the Company.
Risks
Related to Internal Controls
Required reporting on internal control over financial
reporting. In accordance with Section 404 of
the Sarbanes-Oxley Act, we report on the effectiveness of our
internal controls over financial reporting in each Annual
Report. In Item 9A(T) of this Annual Report, we report
material weaknesses in our internal controls over financial
reporting at December 31, 2009. We can give no assurances
our efforts to remediate our reported material weaknesses will
be successful or that our efforts to maintain effective internal
controls over financial reporting will be successful in future
reporting periods. This could cause investors to lose confidence
in our internal control environment.
Risks
Related to Intellectual Property
We may not be able to defend successfully against claims of
infringement against the intellectual property rights of others,
and such defense could be costly. Third parties,
including our competitors, individual inventors or others, may
have patents or other proprietary rights that may cover
technologies that are relevant to our business. Claims of
infringement have been asserted against us in the past. Even if
we believe a claim asserted against us is not valid, defending
against the claim may be costly. Intellectual property
litigation can be complex, protracted, and highly disruptive to
business operations by diverting the attention and energies of
management and key technical personnel. Further, plaintiffs in
intellectual property cases often seek injunctive relief and the
measures of damages in intellectual property litigation are
complex and often subjective or uncertain. In some cases, we may
decide that it is not economically feasible to pursue a vigorous
and protracted defense and decide instead to negotiate licenses
or cross-licenses authorizing us to use a third partys
technology in our products or to abandon a product. If we are
unable to defend successfully against litigation of this type,
or to obtain and maintain licenses on favorable terms, we could
be prevented from manufacturing or selling our products, which
would cause severe disruptions to our operations. For these
reasons, intellectual property litigation could have a material
adverse effect on our business or financial condition.
19
Risks
Related to Our Equity Securities
The public market for our Common Stock may be volatile,
especially since market prices for technology stocks often have
been unrelated to operating performance. We
cannot assure you that an active trading market will be
sustained or that the market price of our Common Stock will not
decline. The market price of our Common Stock is likely to
continue to be highly volatile and could be subject to wide
fluctuations in response to factors such as:
|
|
|
|
|
Actual or anticipated variations in our quarterly operating
results;
|
|
|
|
Historical and anticipated operating results;
|
|
|
|
Announcements of new product or service offerings;
|
|
|
|
Technological innovations;
|
|
|
|
Competitive developments in the public transit industry;
|
|
|
|
Changes in financial estimates by securities analysts;
|
|
|
|
Conditions and trends in the public transit industry;
|
|
|
|
Funding initiatives and other legislative developments affecting
the transit industry;
|
|
|
|
Adoption of new accounting standards affecting the technology
industry or the public transit industry; and
|
|
|
|
General market and economic conditions and other factors.
|
Further, the stock markets, and particularly the NASDAQ Capital
Market, have experienced extreme price and volume fluctuations
that have particularly affected the market prices of equity
securities of many technology companies and have often been
unrelated or disproportionate to the operating performance of
such companies. These broad market factors have had and may
continue to have an adverse affect on the market price of our
Common Stock. In addition, general economic, political and
market conditions, such as recessions, interest rate variations,
international currency fluctuations, terrorist acts, military
actions or war, may adversely affect the market price of our
Common Stock.
Our preferred stock has preferential rights over our Common
Stock. At December 31, 2009 we had
outstanding shares of Series AAA Redeemable, Nonvoting,
Convertible Preferred Stock, Series E Redeemable,
Nonvoting, Convertible Preferred Stock, Series G
Redeemable, Convertible Preferred Stock, Series H
Redeemable, Convertible Preferred Stock, and Series K
Redeemable, Convertible Preferred Stock, all of which have
rights in preference to holders of our Common Stock in
connection with any liquidation of the Company. The aggregate
liquidation preference is $830,000 for the Series AAA
Preferred, $400,000 for the Series E Preferred,
$2.4 million for the Series G Preferred, $345,000 for
the Series H Preferred, $1.5 million for the
Series K Preferred, and in each case plus accrued but
unpaid dividends. Holders of the Series AAA Preferred,
Series E Preferred, Series G Preferred, Series H
Preferred, and Series K Preferred are entitled to receive
cumulative quarterly dividends at the rate of five percent
(5.0%) per annum, seven percent (7.0%) per annum, eight percent
(8.0%) per annum, eight percent (8.0%) per annum, and nine and
one-half percent (9.5%) per annum, respectively, on the
liquidation value of those shares. Dividends on the
Series G Preferred are payable in kind in additional shares
of Series G Preferred and dividends on the Series H
Preferred are payable in kind in additional shares of
Series H Preferred. Dividends on the Series K
Preferred are payable in kind in additional shares of
Series K Preferred or in cash, at the option of the holder.
The agreement under which we secured our domestic senior credit
facility prohibits the payment of dividends to holders of our
Common Stock. The preferential rights of the holders of our
preferred stock could substantially limit the amount, if any,
that the holders of our Common Stock would receive upon any
liquidation of the Company.
Risks
Related to Anti-Takeover Provisions
Our articles of incorporation, bylaws and North Carolina law
contain provisions that may make takeovers more difficult or
limit the price third parties are willing to pay for our
stock. Our articles of incorporation
20
authorize the issuance of shares of blank check
preferred stock, which would have the designations, rights and
preferences as may be determined from time to time by the board
of directors. Accordingly, the board of directors is empowered,
without shareholder approval (but subject to applicable
regulatory restrictions), to issue additional preferred stock
with dividend, liquidation, conversion, voting or other rights
that could adversely affect the voting power or other rights of
the holders of the Common Stock. Our board of directors could
also use the issuance of preferred stock, under certain
circumstances, as a method of discouraging, delaying or
preventing a change in control of our company. In addition, our
bylaws require that certain shareholder proposals, including
proposals for the nomination of directors, be submitted within
specified periods of time in advance of our annual
shareholders meetings. These provisions could make it more
difficult for shareholders to effect corporate actions such as a
merger, asset sale or other change of control of the Company.
These provisions could limit the price that certain investors
might be willing to pay in the future for shares of our Common
Stock, and they may have the effect of delaying or preventing a
change in control.
We are also subject to two North Carolina statutes that may have
anti-takeover effects. The North Carolina Shareholder Protection
Act generally requires, unless certain fair price
and procedural requirements are satisfied, the affirmative vote
of 95% of our voting shares to approve certain business
combination transactions with an entity that is the beneficial
owner, directly or indirectly, of more than 20% of our voting
shares, or with one of our affiliates if that affiliate has
previously been a beneficial owner of more than 20% of our
voting shares. The North Carolina Control Share Acquisition Act,
which applies to public companies that have substantial
operations and significant shareholders in the state of North
Carolina, eliminates the voting rights of shares acquired in
transactions (referred to as control share
acquisitions) that cause the acquiring person to own a
number of our voting securities that exceeds certain threshold
amounts, specifically, one-fifth, one-third and one-half of our
total outstanding voting securities. There are certain
exceptions. For example, this statute does not apply to shares
that an acquiring person acquires directly from us. The holders
of a majority of our outstanding voting stock (other than such
acquiring person, our officers and our employee directors) may
elect to restore voting rights that would be eliminated by this
statute. If voting rights are restored to a shareholder that has
made a control share acquisition and holds a majority of all
voting power in the election of our directors, then our other
shareholders may require us to redeem their shares at fair
value. These statutes could discourage a third party from making
a partial tender offer or otherwise attempting to obtain a
substantial position in our equity securities or seeking to
obtain control of us. They also might limit the price that
certain investors might be willing to pay in the future for
shares of our Common Stock, and they may have the effect of
delaying or preventing a change of control.
Provisions of our bylaws limit the ability of shareholders to
call special meetings of shareholders and therefore could
discourage, delay or prevent a merger, acquisition or other
change in control of our company. Under the
Companys Amended and Restated Bylaws, special meetings of
the shareholders may be called by the Chairman of the Board, the
President, the Board of Directors or any shareholder or
shareholders holding in the aggregate 51% of the voting power of
all the shareholders. The effect of this provision of our
Amended and Restated Bylaws could delay or prevent a third party
from acquiring the Company or replacing members of the Board of
Directors, even if the acquisition or the replacements would be
beneficial to our shareholders. These factors could also reduce
the price that certain investors might be willing to pay for
shares of the Common Stock and result in the market price being
lower than it might be without these provisions.
Risks
Associated with Potential Growth
We may not be able to obtain the financing we will need to
implement our operating strategy. We cannot
assure you that our revolving credit facilities and cash flow
from operations will be sufficient to fund our current business
operations nor can we assure you that we will not require
additional sources of financing to fund our operations.
Additional financing may not be available to us on terms we
consider acceptable, if available at all. If we cannot raise
funds on acceptable terms, we may not be able to develop
next-generation products, take advantage of future opportunities
or respond to competitive pressures or unanticipated
requirements, any of which could have a material adverse effect
on our ability to grow our business. Further, if we issue equity
securities, holders of our Common Stock may experience dilution
of their ownership
21
percentage, and the new equity securities could have rights,
preferences or privileges senior to those of our Common Stock.
There are many risks associated with potential
acquisitions. We intend to continue to evaluate
potential acquisitions that we believe will enhance our existing
business or enable us to grow. If we acquire other companies or
product lines in the future, it may dilute the value of our
existing shareholders ownership. The impact of dilution
may restrict our ability to consummate further acquisitions.
Issuance of equity securities in connection with an acquisition
may further restrict utilization of net operating loss
carryforwards because of an annual limitation due to ownership
changes under the Internal Revenue Code. We may also incur debt
and losses related to the impairment of goodwill and other
intangible assets if we acquire another company, and this could
negatively impact our results of operations. We currently do not
have any definitive agreements to acquire any company or
business, and we may not be able to identify or complete any
acquisition in the future. Additional risks associated with
acquisitions include the following:
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|
It may be difficult to assimilate the operations and personnel
of an acquired business into our own business;
|
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|
|
Management information and accounting systems of an acquired
business must be integrated into our current systems;
|
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|
Our management must devote its attention to assimilating the
acquired business, which diverts attention from other business
concerns;
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|
We may enter markets in which we have limited prior
experience; and
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|
We may lose key employees of an acquired business.
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|
Item 1B.
|
Unresolved
Staff Comments
|
None.
We do not own any real estate. Instead, we lease properties both
in the U.S. and abroad. Following are our locations:
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Monthly
|
|
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City and State
|
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Country
|
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Area
|
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Use
|
|
Rent
|
|
Expiration
|
|
Durham, NC
|
|
USA
|
|
|
49,864
|
sf
|
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Office, service and repair, warehouse and assembly
|
|
$
|
27,685
|
|
|
April 2011
|
Dallas, TX
|
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USA
|
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3,466
|
sf
|
|
Office(a)
|
|
$
|
5,632
|
|
|
November 2013
|
Sydney
|
|
Australia
|
|
|
1,055
|
sm
|
|
Office, service and repair, warehouse
|
|
$
|
5,595
|
|
|
September 2012
|
Caxias do Sul
|
|
Brazil
|
|
|
880
|
sm
|
|
Office, service and repair, warehouse and assembly
|
|
$
|
4,325
|
|
|
June 2014
|
Herrljunga
|
|
Sweden
|
|
|
3,251
|
sm
|
|
Office, service and repair, warehouse and assembly (b),(c)
|
|
$
|
16,660
|
|
|
March 2020
|
Ettlingen
|
|
Germany
|
|
|
470
|
sm
|
|
Office, service and repair, warehouse (c)
|
|
$
|
9,460
|
|
|
December 2017
|
New Delhi
|
|
India
|
|
|
920
|
sy
|
|
Office, service and repair, warehouse and assembly
|
|
$
|
7,487
|
|
|
June 2014
|
|
|
|
(a) |
|
Used by administration U.S. Corporate |
|
(b) |
|
Used by administration international |
|
(c) |
|
Area, Use, Monthly Rent and Expiration include space expansions
to be completed in 2010 |
The Company is currently in the process of expanding the
production, warehouse and office space it currently leases in
Sweden. The cost of this expansion is being borne by the
landlord and will result in increased rent expense in Sweden
when such expansion is completed. Upon completion of the
expansion in Sweden, we believe our facilities will be adequate
and suitable for current and foreseeable needs, absent future
possible acquisitions. We further believe additional office and
manufacturing space will be available in, or near, existing
facilities at a cost approximately equivalent to, or slightly
higher than, rates currently paid, to accommodate further
internal growth as necessary.
22
|
|
Item 3.
|
Legal
Proceedings
|
The Company, in the normal course of its operations, is involved
in legal actions incidental to the business. In
managements opinion, the ultimate resolution of these
matters will not have a material adverse effect upon the current
financial position of the Company or future results of
operations.
|
|
Item 4.
|
(Removed
and Reserved)
|
PART II
|
|
Item 5.
|
Market
for the Registrants Common Equity, Related Shareholder
Matters, and Issuer Purchases of Equity Securities
|
The following table sets forth the range of high and low sales
prices for our Common Stock, as reported by the NASDAQ Capital
Market®,
from January 1, 2008 through December 31, 2009. The
prices set forth reflect inter-dealer quotations, without retail
markups, markdowns, or commissions, and do not necessarily
represent actual transactions.
|
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|
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|
|
|
High
|
|
Low
|
|
Year Ended December 31, 2008
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
2.50
|
|
|
$
|
1.82
|
|
Second Quarter
|
|
|
3.09
|
|
|
|
2.12
|
|
Third Quarter
|
|
|
2.82
|
|
|
|
2.10
|
|
Fourth Quarter
|
|
|
2.06
|
|
|
|
0.80
|
|
Year Ended December 31, 2009
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
1.19
|
|
|
$
|
0.72
|
|
Second Quarter
|
|
|
1.81
|
|
|
|
0.89
|
|
Third Quarter
|
|
|
2.55
|
|
|
|
1.24
|
|
Fourth Quarter
|
|
|
2.62
|
|
|
|
1.30
|
|
As of December 31, 2009, there were approximately 2,541
holders of our Common Stock (including 124 shareholders of
record.)
We have not paid dividends on our Common Stock nor do we
anticipate doing so in the near future. Our prior and current
credit facilities restrict the payment of dividends upon any
class of stock except on our Preferred Stock. We also have five
classes of outstanding Preferred Stock with dividend rights that
have priority over any dividends payable to holders of Common
Stock.
Equity
Compensation Plan Information
The following table provides information, as of the end of
fiscal year 2009, with respect to all compensation plans and
individual compensation arrangements of DRI under which equity
securities are authorized for issuance to employees or
non-employees:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
Remaining Available for
|
|
|
Number of Securities to
|
|
Weighted-Average
|
|
Future Issuance Under
|
|
|
be Issued Upon Exercise
|
|
Exercise Price of
|
|
Equity Compensation Plans
|
|
|
of Outstanding Options,
|
|
Outstanding Options,
|
|
(Excluding Securities
|
|
|
Warrants and Rights
|
|
Warrants and Rights
|
|
Reflected in Column a)
|
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
|
1993 Incentive Stock Option Plan
|
|
|
118,000
|
|
|
$
|
2.32
|
|
|
|
None
|
|
2003 Stock Option Plan
|
|
|
1,361,870
|
|
|
$
|
2.36
|
|
|
|
172,183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,479,870
|
|
|
$
|
2.36
|
|
|
|
172,183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
All options issued under the 1993 Incentive Stock Option Plan
and the 2003 Stock Option Plan have been approved by the
Companys shareholders. |
23
The Company has in place a shareholder-approved, equity-based
stock compensation plan for members of the Board of Directors
and certain key executive managers of the Company (the
Stock Compensation Plan). The Stock Compensation
Plan partially compensates members of the Board of Directors and
certain key executive management of the Company in the form of
stock of the Company in lieu of cash compensation. The Stock
Compensation Plan is made available on a fully voluntary basis.
The number of shares payable under the Stock Compensation Plan
is determined by dividing the cash value of stock compensation
by the higher of (1) the actual closing price on the last
trading day of each month or (2) the book value of the
Company on the last day of each month. Fractional shares are
rounded up to the next full share amount.
Issuance
of Unregistered Securities
The issuances set forth below were made in reliance upon the
available exemptions from registration requirements of the
Securities Act, contained in Section 4(2), on the basis
that such transactions did not involve a public offering. DRI
determined that the purchasers of securities described below
were sophisticated investors who had the financial ability to
assume the risk of their investment in DRIs securities and
acquired such securities for their own account and not with a
view to any distribution thereof to the public. The certificates
evidencing the securities bear legends stating that the
securities are not to be offered, sold or transferred other than
pursuant to an effective registration statement under the
Securities Act or an exemption from such registration
requirements.
During the year ended December 31, 2009, the Company issued
80,641 shares of Common Stock to fourteen individuals under
the Stock Compensation Plan at an average price of $1.25 per
share in lieu of $100,750 in cash compensation. Section 16
reports filed with the SEC include the actual prices at which
shares were issued to each individual.
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Item 7.
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Managements
Discussion and Analysis of Financial Condition and Results of
Operations
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THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE
CONSOLIDATED FINANCIAL STATEMENTS AND THE RELATED
NOTES THAT ARE IN ITEM 8 OF THIS DOCUMENT.
Business
General
We, directly or through contractors, design, manufacture, sell
and service information technology products. Prior to 2007, DRI
had historically operated within two major business segments:
(1) the transportation communications segment and
(2) the law enforcement and surveillance segment. In April
2007, the Companys DAC subsidiary, which comprised all of
the operations of the law enforcement and surveillance segment,
was divested. Accordingly, the Company currently operates within
one major business segment. While service is a significant
aspect of DRIs marketing strategy, it is not yet a
significant generator of revenue for the Company.
DRIs products are sold worldwide within the passenger
information communication industry and market. We sell to
transportation vehicle equipment customers generally in two
broad categories: end customers and original equipment
manufacturers of transportation vehicles. End customers include
municipalities, regional transportation districts, federal,
state and local departments of transportation, transit agencies,
public, private, or commercial operators of vehicles, and rental
car agencies. The relative percentage of sales to end customers
as compared to OEM customers varies widely and frequently from
quarter-to-quarter
and
year-to-year
and within products and product lines comprising DRIs mix
of total sales in any given period.
Sales to DRIs customers are characterized by a lengthy
sales cycle that generally extends for a period of two to 24
months. In addition, purchases by a majority of DRIs
customers are dependent upon federal, state and local funding
that may vary from year to year and quarter to quarter.
The majority of sales of the Companys products and
services are recognized upon physical shipment of products and
completion of the service, provided all accounting criteria for
recognition have been met. Sales and revenues for projects
involving multiple elements (i.e., products, services,
installation and other services)
24
are recognized under specific accounting criteria based on the
products and services delivered to the customer and the
customers acceptance of such products and services.
Because DRIs operations are characterized by significant
research and development expenses preceding product
introduction, net sales and certain related expenses may not be
recorded in the same period, thereby producing fluctuations in
operating results. DRIs dependence upon large contracts
and orders, as well as upon a small number of relatively large
customers or projects, increases the magnitude of fluctuations
in operating results particularly on a
period-to-period,
or
period-over-period,
comparison basis. For a more complete description of DRIs
business, including a description of DRIs products, sales
cycle and research and development, see Item 1.
Business in this Annual Report.
Results
of Operations
The following discussion provides an analysis of DRIs
results of operations and liquidity and capital resources. This
should be read in conjunction with DRIs consolidated
financial statements and related notes thereto. The operating
results of the years presented were not significantly affected
by inflation.
The following table sets forth the percentage of DRIs
sales represented by certain items included in DRIs
Statements of Operations:
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Year Ended December 31,
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2009
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2008
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2007
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Net sales
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100.0
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%
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|
|
100.0
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%
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100.0
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%
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Cost of sales
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69.9
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66.1
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67.9
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Gross profit
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30.1
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33.9
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32.1
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Operating expenses:
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Selling, general and administrative
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24.8
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26.9
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26.3
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Research and development
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0.6
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1.4
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2.0
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|
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Total operating expenses
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25.4
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28.3
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28.3
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Operating income
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|
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4.7
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|
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5.6
|
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|
|
3.8
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Total other income and expense
|
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|
(1.3
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)
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|
(1.0
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)
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(1.5
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)
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|
|
|
|
|
|
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|
|
|
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Income from continuing operations before income tax expense
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3.4
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4.6
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2.3
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Income tax expense
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(1.0
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)
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(1.6
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)
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|
(0.5
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)
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|
|
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|
|
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|
|
|
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Income from continuing operations, net of tax
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2.4
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|
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|
3.0
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|
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1.8
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Loss from discontinued operations
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(0.4
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)
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Net income
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2.4
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3.0
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1.4
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Less: Net income attributable to noncontrolling interests, net
of tax
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(0.2
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)
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(0.9
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)
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(0.3
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)
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Net income attributable to DRI Corporation
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2.2
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%
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2.1
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%
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1.1
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%
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Comparison
of Results for the Years Ended December 31, 2009 and
2008
Net
Sales and Gross Profit
Due to commonality of customers, products, technology, and
management, we manage and report our U.S. and foreign operations
as a single reporting segment. For discussion purposes, we
differentiate between sales and gross profit for the
U.S. market and the foreign markets to better provide our
investors with useful information.
For 2009, sales increased $11.7 million, or 16.6%, from
$70.6 million for 2008 to $82.3 million for 2009. The
increase resulted from higher sales of $4.1 million by our
U.S. subsidiaries and higher sales of $7.6 million
from our foreign subsidiaries.
25
The increase in U.S. sales for the year ended
December 31, 2009 as compared to the year ended
December 31, 2008 continues a trend we have seen in recent
periods which we believe is due to the favorable impact of
increased transit funding under SAFETEA-LU and, to some extent,
funding under the American Recovery and Reinvestment Act of
2009, as well as the favorable influence of high fuel prices on
transit ridership. We believe the enactment of SAFETEA-LU and
the record-high funding increases for transit, in addition to
higher fuel prices, have had a favorable impact on our business
and have contributed to increased sales opportunities in the
U.S. market for many of our products.
The increase in international sales is inclusive of a decrease
due to foreign currency fluctuations for the year ended
December 31, 2009 of approximately $5.3 million.
Exclusive of this decrease resulting from foreign currency
fluctuations, sales by our foreign subsidiaries increased
approximately $12.9 million in 2009 compared to 2008. The
most significant increase in international sales occurred in
India where, in the third and fourth quarter of 2009, Castmaster
Mobitec began fulfillment of large orders received earlier in
fiscal year 2009 from OEMs and large transit system
operators in that market. Increased sales also occurred in the
European market, primarily resulting from our European
subsidiaries fulfilling orders from OEMs for delivery to
end-users in Dubai and in the Asia-Pacific market, primarily in
Australia. Increased sales in these markets were partially
offset by decreased sales in the South America market, primarily
in Brazil, where some order scale-back was experienced in the
first half of 2009 due to economic issues in that market. DRI
does not use currency hedging tools. Each of our foreign
subsidiaries primarily conducts business in their respective
functional currencies thereby reducing the impact of foreign
currency transaction differences. If the U.S. dollar
strengthens compared to the foreign currencies converted, it is
possible the total sales reported in U.S. dollars could
decline.
Expected sales growth will be dependent upon the expansion of
new product offerings and technology, as well as expansion into
new geographic areas. We believe our relatively high market
share positions in some markets preclude significant sales
growth from increased market share.
Our gross profit increased $908,000 or 3.8%, from
$23.9 million in 2008 to $24.8 million in 2009. As a
percentage of sales, gross profit was 33.9% of net sales in 2008
as compared to 30.1% in 2009. Of the $908,000 net increase in
gross profit, an ($86,000) decrease was attributable to
U.S. operations and a $994,000 increase was attributable to
international operations.
The U.S. gross profit as a percentage of sales for 2009 was
29.8% as compared to 34.3% for 2008. Substantially all of the
increase in sales in the U.S. in 2009 when compared to 2008
resulted from increased sales of electronic destination sign
systems and related products, which yield lower margins than
other products sold by the Company. Additionally, the following
factors were primary contributors to the decrease in
U.S. gross profit percentage in 2009 as compared to 2008:
(1) a variation in sales mix on multiple deliverable
engineered systems projects resulted in lower gross margins in
2009. As certain elements of these projects are delivered, gross
margins on these projects can vary depending on the product or
service delivered. In 2009, more deliveries of lower-margin
elements were completed, resulting in lower than usual margins
for these engineered systems projects; and (2) higher labor
absorption costs in 2009 resulting from increased sustained
engineering work performed on engineered system products
recently introduced into the market. All of these factors
contributed to a decreased U.S. gross profit percentage in
2009 when compared to 2008.
The international gross profit as a percentage of sales for 2009
was 30.3% as compared to 33.5% for 2008. The decrease in
international margins is reflective of a variation in product
and customer mix and a variation in geographical dispersion of
product sales that resulted in lower margins in 2009 compared to
2008. Decreases in international gross margins in 2009 compared
to 2008 resulted primarily from (1) margins on fulfillment
of previously-mentioned orders from OEMs for delivery to
end-users in Dubai being lower than margins typically realized
on sales of similar products, (2) margins on fulfillment of
the large orders in India previously mentioned being lower than
margins typically realized as a result of strong competition in
that market, and (3) higher labor absorption costs due to
an increase in temporary production employees to meet increased
production demands of the increased sales previously mentioned.
Though we may experience continued pricing pressure, we expect
improvements in gross margins through more frequent sales of a
combination of products and services offering a broader
project solution, and
26
through the introduction of technology improvements. However,
period-to-period,
overall gross margins will still reflect the variations in sales
mix and geographical dispersion of product sales.
Selling,
General and Administrative
Selling, general, and administrative (SG&A)
expenses for 2009 increased $1.4 million, or 7.4%, from
$19.0 million for 2008 to $20.4 million for 2009.
Excluding a decrease of $1.5 million due to the change in
foreign currency exchange rates from 2008 to 2009, SG&A
expenses increased approximately $2.9 million from 2008 to
2009. Exclusive of the decrease due to foreign currency exchange
fluctuations, SG&A expenses have increased primarily due to
(1) increased personnel-related expenses of approximately
$1.6 million resulting from an increase in personnel as
well as salary and wage increases for current employees
throughout 2009, (2) increased travel expenses of
approximately $223,000 and increased promotion, advertising, and
business development costs of approximately $294,000, as the
Company continues its efforts to market the Company on a global
basis, (3) increased bank-related fees of approximately
$300,000 due to (a) increased amortization of deferred
finance costs resulting from the domestic debt agreements
entered into in June 2008 and from additional deferred finance
costs incurred in connection with amendments to those domestic
debt agreements in 2009 and (b) having a full year of
loan-related fees in 2009 on our domestic debt agreements
entered into in June 2008 compared to having only 6 months
of such fees in 2008, (4) increased compensation expense of
approximately $160,000 recorded under ASC Topic
718-20 as a
result of stock options issued in the third quarter of 2008 and
the second quarter of 2009, (5) increased audit, accounting
and tax fees of approximately $162,000 resulting primarily from
the engagement of outside firms to provide due diligence and
audit services in connection with the acquisition of the
remaining 50% interest of Mobitec Brazil and the engagement of
an outside firm to provide global tax planning consulting
services, (6) an increase of approximately $370,000 in
outside consulting fees resulting primarily from
(a) consultants engaged in 2009 to assist the Company with
product customization and (b) increased fees to consultants
engaged to assist the Company in generating and maintaining
sales in select North American markets, (7) increased
operating taxes of approximately $304,000 resulting from
estimated tax liabilities accrued in 2009, and
(8) increased income tax penalties of $125,000 recorded in
2009 related to uncertain tax positions. These increases were
partially offset by (1) a reduction in expenses in
connection with a legal settlement in Australia of $184,000
recorded to SG&A expenses in 2008, (2) a reduction of
expenses in connection with a reduction of Mobitec Brazils
foreign tax settlement of $266,000 recorded to SG&A
expenses in 2009, and (3) a reduction of $364,000 in
expenses incurred in 2008 related to the Companys
participation in the tri-annual APTA Expo in 2008.
Research
and Development
Research and development expenses for 2009 decreased $422,000,
or 43.3%, from $974,000 for 2008 to $552,000 for 2009. This
category of expense includes internal engineering personnel and
outside engineering expense for software and hardware
development, sustaining product engineering, and new product
development. During 2009, salaries and related costs of certain
engineering personnel who were used in the development of
software met the capitalization criteria of ASC Topic
985-20,
Costs of Computer Software to be Sold, Leased or
Marketed. The total amount of personnel and other expense
capitalized in 2009 was $2.1 million as compared to
$1.5 million for 2008. In aggregate, research and
development expenditures in 2009 were $2.6 million as
compared to aggregate expenditures of $2.5 million in 2008.
This increase in research and development expenditures is
attributable to the Companys continued efforts to pursue
technological enhancements to existing products and to develop
new, technologically advanced products that will meet our
customers needs. Product development based upon advanced
technologies is one of the primary means by which management
believes DRI differentiates itself from its competitors.
Operating
Income (Loss)
The net change in our operating income was a decrease of $72,000
from net operating income of $3.9 million in 2008 to net
operating income of $3.8 million in 2009. The decrease in
operating income is due to higher sales and gross profit and
lower research and development costs offset by higher selling,
general and administrative expenses as previously described.
27
Other
Income, Foreign Currency Gain (Loss) and Interest
Expense
Other income, foreign currency gain (loss), and interest expense
decreased $343,000 from ($687,000) in 2008 to
($1.0 million) in 2009 due to an increase in interest
expense of $27,000, a decrease in other income (loss) of
$289,000, and a decrease in foreign currency gain of $27,000. In
2008, interest expense of $54,000 was recorded to amortize the
fair value of a beneficial conversion feature of a debenture
that was converted to Common Stock; this resulted in a decrease
in interest expense in 2009 as compared to 2008. Interest
expense was also lower in 2009 due to lower borrowings on
international lines of credit and loans throughout most of 2009
as compared to 2008. These decreases were partially offset by
increased interest expense resulting from increased borrowings
on our domestic lines of credit and loans.
Income
Tax Expense
Income tax expense was $836,000 in 2009 as compared with an
income tax expense of $1.1 million in 2008. The
Companys effective tax rate was 29.7% and 36.3% in 2009
and 2008, respectively. The Companys 29.7% effective tax
rate in 2009 differs from the expected U.S. statutory rate
of 34% due primarily to a correcting increase to the prior year
net operating loss carryforward, lower rates on income reported
in foreign tax jurisdictions, a reduction of tax liabilities for
uncertain tax positions, and a decrease in the valuation
allowance recorded against deferred tax assets. The
Companys 36.3% effective tax rate in 2008 differed from
the expected U.S. statutory rate of 34% due primarily to
higher rates on income reported in foreign tax jurisdictions and
an increase in the valuation allowance recorded against deferred
tax assets, partially offset by a correcting increase to the
prior year net operating loss carryforward. A reconciliation of
the effective tax rates for 2009 and 2008 to the expected
U.S. statutory rate of 34% is provided in Note 16 to
the accompanying consolidated financial statements.
Net
Income (Loss) Applicable to Common Shareholders
Net income applicable to common shareholders increased $318,000
from net income of $1.2 million in 2008 to net income of
$1.5 million in 2009. This increase is due to the factors
previously addressed, as well as a $16,000 increase in preferred
stock dividends.
Comparison
of Results for the Years Ended December 31, 2008 and
2007
Net
Sales and Gross Profit
For 2008, sales increased $12.6 million, or 21.8%, from
$57.9 million for 2007 to $70.6 million for 2008. The
increase resulted from higher sales of $2.2 million by our
U.S. subsidiaries and higher sales of $10.4 million
from our foreign subsidiaries.
The increase in U.S. sales for 2008 as compared to 2007 was
a result of higher OEM sales, with substantially all of the
sales increase coming from increased sales of engineered systems
and related products. Engineered systems include our computer
aided dispatch GPS tracking systems, AVL systems,
VacTelltm
video surveillance security systems, AVM systems, and Talking
Bus®
automatic voice announcement systems. The increase in sales in
2008 is due in substantial part to the favorable impact of
transit funding under the Safe, Accountable, Flexible,
Efficient, Transportation Equity Act A Legacy for
Users (SAFETEA-LU) and the favorable influence of
higher fuel prices during much of 2008 on transit ridership. In
2007, federal funding for public transportation under SAFETEA-LU
was $8.975 billion and in 2008, federal public
transportation funding increased to $9.492 billion. In
2008, we saw new engineered systems products and new features
with advanced technology added to existing engineered systems
products being embraced more and more by customers. We believe
the increased funding under SAFETEA-LU in combination with
customer acceptance of new and enhanced engineered systems
products, in addition to the impact of higher fuel prices,
resulted in increased sales in the U.S. in 2008.
The increase in international sales resulted from higher sales
in several established markets in Europe, South America and Asia
Pacific, which includes sales generated by our joint venture in
India, which began operations in the fourth quarter of 2007. In
Europe, increased revenues were most notably generated in
28
Sweden and the United Kingdom. In South America, the most
significant increase was generated in Brazil where an increase
in public transit funding by the Brazilian government
contributed to increased sales in that market. The increases in
these markets were partially offset by lower sales in the Middle
East market. The increase in international sales is inclusive of
an increase due to foreign currency fluctuations for the period
ended December 31, 2008 of approximately $1.7 million.
Our gross profit increased $5.3 million or 28.3%, from
$18.6 million in 2007 to $23.9 million in 2008. As a
percentage of sales, gross profit was 32.1% of net sales in 2007
as compared to 33.9% in 2008. Of the $5.3 million net
increase in gross profit, a $1.2 million increase was
attributable to U.S. operations and a $4.1 million
increase was attributable to international operations.
The U.S. gross profit as a percentage of sales for 2008 was
34.3% as compared to 32.7% for 2007. The increase in gross
profit margin resulted primarily from the increased sales of
engineered systems and related products, which yield higher
margins than other products sold by the Company. Additionally
contributing to the increase in the U.S. gross profit
margin in 2008, though to a lesser extent, was a reduction of
direct production labor absorption costs in 2008 resulting from
a workforce reduction implemented by the Company in the
U.S. in the second quarter of 2007 and a reduction of
warranty expense included in cost of sales in 2008. The decrease
in warranty expense resulted primarily from warranty part
returns, a decrease in the number of specific warranty projects
in 2009, as there were two larger warranty projects in 2007 for
which the warranty reserve was adjusted and no such projects in
2008, and from the Company reversing warranty reserves
previously recorded when a customer determined warranty work
previously anticipated was no longer required.
The international gross profit as a percentage of sales for 2008
was 33.5% as compared to 31.7% for 2007. Since the third quarter
of 2007, the Company entered into new purchasing agreements with
several major suppliers to our international subsidiaries, which
resulted in more favorable pricing of component parts purchased
by the Company. The lower pricing of component parts resulted in
lower cost of sales in 2008. Additionally, reduced amortization
of capitalized software development costs resulting from certain
of those assets becoming fully amortized in 2008 contributed to
the increase in gross profit in 2008. These reductions in cost
of sales were partially offset by increased shipping costs,
primarily due to shipments for sales in India, and higher
production costs in Brazil, as some production was outsourced to
third-parties to help meet the increased sales demand in that
market.
Selling,
General and Administrative
Selling, general, and administrative expenses for 2008 increased
$3.8 million, or 24.9%, from $15.2 million for 2007 to
$19.0 million for 2008. Excluding an increase of $454,000
due to the change in foreign currency exchange rates from 2007
to 2008, selling, general, and administrative expense increased
approximately $3.3 million from 2007 to 2008. Overall,
SG&A expenses increased to support the needs of our
domestic and international operations in achieving sales growth
from 2007 to 2008. The most significant increase in SG&A
expenses was due to increased personnel expenses resulting from
an increase in personnel as well as salary and wage increases
for current employees. In addition, SG&A expenses increased
due to (1) increased marketing and business development
costs, including increased trade show participation and
specifically, participation in the tri-annual APTA Expo in the
fourth quarter of 2008, as we strive to market the Company on a
global basis, (2) increased travel costs resulting from our
increased marketing and business development efforts as well as
overall cost increases for travel activity, (3) increased
public company costs, including board of director costs, public
company reporting costs, investor relations, and audit fees,
(4) increased consulting fees resulting primarily from the
engagement of an investment banking firm to assist the Company
with its strategic financial planning and the engagement of
consultants to assist the Company in increasing sales in certain
North American markets, (5) increased legal fees, inclusive
of a settlement expense, attributable to the Companys
efforts to settle a legal matter in Australia,
(6) increased amortization of deferred finance costs in
connection with new loan agreements entered into in the third
quarter of 2008, (7) increased compensation expense
recorded under ASC Topic
718-20 as a
result of stock options issued in 2008, and (8) increased
bad debt expense recorded to state certain accounts receivable
at net realizable value. Additionally, our joint venture in
India began operations in the fourth quarter of 2007 and
additional SG&A
29
expenses are now being incurred in support of that operation.
Partially offsetting these increases was a reduction of
consulting fees resulting from reduced costs in the
Companys efforts to comply with the Sarbanes-Oxley Act of
2002.
Research
and Development
Research and development expenses for 2008 decreased $175,000,
or 15.2%, from $1.1 million for 2007 to $974,000 for 2008.
This category of expense includes internal engineering personnel
and outside engineering expense for software and hardware
development, sustaining product engineering, and new product
development. During 2008, salaries and related costs of certain
engineering personnel who were used in the development of
software met the capitalization criteria of ASC Topic
985-20,
Costs of Computer Software to be Sold, Leased or
Marketed. The total amount of personnel and other expense
capitalized in 2008 was $1.5 million as compared to
$669,000 for 2007. In aggregate, research and development
expenditures in 2008 were $2.5 million as compared to
aggregate expenditures of $1.8 million in 2007. This
increase in research and development expenditures is
attributable to the Companys continued efforts to pursue
technological enhancements to existing products and to develop
new, technologically advanced products that will meet our
customers needs. Product development based upon advanced
technologies is one of the primary means by which management
believes DRI differentiates itself from its competitors.
Operating
Income (Loss)
The net change in our operating income was an increase of
$1.6 million from net operating income of $2.3 million
in 2007 to net operating income of $3.9 million in 2008.
The increase in operating income is due to higher sales and
gross profit and lower research and development costs offset by
higher selling, general and administrative expenses as
previously described.
Other
Income, Foreign Currency Gain (Loss) and Interest
Expense
Other income, foreign currency gain (loss), and interest expense
decreased $197,000 from $884,000 in 2007 to $687,000 in 2008 due
to an increase in interest expense of $236,000, an increase in
other income of $85,000, and an increase in foreign currency
gain of $348,000. The increase in interest expense is primarily
attributable to the increase in debt, which occurred in the last
six months of 2008. During the first six months of 2008,
interest expense increased $13,000 compared to the first six
months of 2007. During the first six months of 2008, interest
expense of $54,000 was recorded to amortize the fair value of a
beneficial conversion feature of a debenture that was converted
to Common Stock. Additionally, in the first six months of 2008,
interest expense increased due to increased borrowings and
higher interest rates on debt of our international subsidiaries.
These increases in interest expense were partially offset by
decreased borrowings and lower interest rates on our domestic
debt during the first six months of 2008. The Company entered
into new debt agreements in the third quarter of 2008, which
increased its total outstanding debt. The increase in interest
expense of $223,000 in the last six months of 2008 is primarily
due to the increase in outstanding debt under these new
agreements and increased expense resulting from accruing
termination fees on the domestic term loan agreement entered
into in the third quarter of 2008 ratably over the three-year
term of the agreement. The increase in foreign currency gain is
primarily a result of foreign currency gains from sales
transactions billed in Euros, which weakened significantly
against other currencies in 2008.
Income
Tax Expense
Income tax expense was $1.1 million in 2008 as compared
with an income tax expense of $291,000 in 2007. The
Companys effective tax rate was 36.3% and 25.2% in 2008
and 2007, respectively. A reconciliation of the effective tax
rates for 2008 and 2007 to the expected U.S. statutory rate
of 34% is provided in Note 16 to the accompanying
consolidated financial statements.
30
Discontinued
Operations
On April 30, 2007, we divested DAC, an operating segment
which is reflected as discontinued operations in the
accompanying consolidated financial statements. Income and
losses from discontinued operations have been reported
separately from continuing operations. Since the divestiture of
DAC occurred on April 30, 2007, there is no income (loss)
from discontinued operations reported in 2008, whereas four
months results of operations are reported in 2007.
Net
Income (Loss) Applicable to Common Shareholders
Net income applicable to common shareholders increased $813,000
from net income of $380,000 in 2007 to net income of
$1.2 million in 2008. This increase is due to the factors
previously addressed, as well as a $9,000 increase in preferred
stock dividends.
Liquidity
and Capital Resources
Cash
Flows
The Companys net working capital as of December 31,
2009, was $11.8 million compared to $9.8 million as of
December 31, 2008. Our principal sources of liquidity from
current assets included cash and cash equivalents of
$1.8 million, trade and other receivables of
$19.8 million, inventories of $13.0 million, and
prepaids and other current assets of $1.8 million. The most
significant current liabilities at December 31, 2009,
included asset-based borrowings of $7.2 million, accounts
payable of $10.1 million, accrued expenses and other
current liabilities of $6.4 million, and the current
portion of long-term debt and capital leases of $960,000. The
asset-based lending agreements, both foreign and domestic, are
directly related to sales and customer account collections and
inventory. Our domestic asset-based lending agreement was
negotiated with the intent that borrowings on the revolving
credit facility would be long-term debt. However, ASC Topic
470-10-45-5,
Classification of Revolving Credit Agreements Subject to
Lock-Box Arrangement and Subjective Acceleration Clauses,
requires the Company to classify all of our outstanding debt
under this agreement as a current liability. The agreement has a
subjective acceleration clause, which could enable the lender to
call the loan, but such language is customary in asset-based
lending agreements and management does not expect the lender to
use this particular clause to inhibit the Company from making
borrowings as provided under the loan agreement.
Our operating activities provided net cash of $1.6 million
for the year ended December 31, 2009. Sources of cash from
operations primarily resulted from an increase in accounts
payable of $4.1 million, and an increase in accrued
expenses of $1.2 million. Cash used in operating activities
primarily resulted from an increase in trade accounts receivable
of $4.6 million, an increase in inventories of
$1.7 million, an increase in prepaids and other current
assets of $1.3 million, an increase in other receivables of
$394,000, an increase in other assets of $6,000, and a decrease
in the foreign tax settlement of $334,000. Non-cash expense
items totaling $2.7 million were primarily related to
depreciation and amortization, bad debt expense, Common Stock
issued in lieu of cash compensation, stock based compensation
expense, loan termination fees, inventory obsolescence charges,
and a change in the fair value of the warrant liability, offset
by a gain on foreign currency translation and an increase in
bank fees. The increase in trade accounts receivable primarily
results from an overall increase of sales in 2009 compared to
2008 and in particular, a 109.8% increase in sales by our
foreign subsidiaries during the fourth quarter of 2009 compared
to the fourth quarter in 2008. The increase in inventories
resulted from a
build-up of
inventory to meet higher overall product sales in 2009 compared
to 2008. The increase in accounts payable is due to higher
inventory purchases to support a significant increase in sales
by our foreign subsidiaries in 2009, particularly during the
fourth quarter of 2009. The increase in prepaids and other
current assets is primarily due to an increase in prepayments to
suppliers. The increase in accrued expenses is primarily due to
an increase in income taxes payable due to higher income in 2009
compared to 2008, an increase in accrued payroll costs due to an
increase in employees, an increase in accrued commissions and
warranty reserve due to higher sales in 2009 compared to 2008,
offset by lower deferred revenue due to substantial delivery of
orders in 2009 for which revenue had been previously deferred in
2008. We consider the changes incurred in our operating assets
and liabilities routine, given the number and size of
31
orders relative to our industry and our size. We expect working
capital requirements to continue to increase with growth in
sales, primarily due to the timing between when we must pay
suppliers and the time we receive payment from our customers.
Our investing activities used cash of $3.3 million for the
year ended December 31, 2009. The primary uses of cash were
for expenditures relating to internally developed software and
purchases of computer, test, and office equipment, as well as
for the acquisition of the noncontrolling interest in Mobitec
Brazil. We do not anticipate any significant expenditures for,
or sales of, capital equipment in the near future.
Our financing activities provided net cash of $2.8 million
for the year ended December 31, 2009. Sources of cash
primarily resulted from net borrowings under asset-based lending
agreements for both our U.S. and our foreign subsidiaries as
well as proceeds from the issuance of Series K Preferred
stock. Our primary uses of cash for financing activities were
payment of financing costs related to amendments of the BHC
agreement and payment of dividends.
Significant
Financing Arrangements
The Companys primary source of liquidity and capital
resources has been from financing activities. The Company has
agreements with lenders under which revolving lines of credit
have been established to support the working capital needs of
our current operations. These lines of credit are as follows:
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DR and TVna (collectively, the Borrowers) have in
place a three-year, asset-based lending agreement (the PNC
Agreement) with PNC Bank, National Association
(PNC) which terminates June 30, 2011. DRI has
agreed to guarantee the obligations of the Borrowers under the
PNC Agreement. The PNC Agreement provides up to
$8.0 million in borrowings under a revolving credit
facility. Borrowing availability under the PNC Agreement is
based upon an advance rate equal to 85% of eligible domestic
accounts receivable of the Borrowers plus 75% of eligible
foreign receivables of the Borrowers, limited to the lesser of
$2.5 million or the amount of coverage under acceptable
credit insurance policies of the Borrowers, as determined by PNC
in its reasonable discretion, plus 85% of the appraised net
orderly liquidation value of inventory of the Borrowers, limited
to $750,000. At December 31, 2009, the outstanding
principal balance on the revolving credit facility was
approximately $3.8 million and remaining borrowing
availability under the revolving credit facility was
approximately $1.5 million.
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Mobitec AB has credit facilities in place under agreements with
Svenska Handelsbanken AB (Handelsbanken) pursuant to
which it may currently borrow up to a maximum of
27.5 million krona, or approximately US$3.8 million
(based on exchange rates at December 31, 2009) through
September 30, 2010, on which date, under terms of the
credit agreements, the maximum borrowing capacity will be
reduced by 3.5 million krona, or approximately US$488,000
(based on exchange rates at December 31, 2009). At
December 31, 2009, borrowings due and outstanding under
these credit facilities totaled 14.7 million krona
(approximately US$2.0 million, based on exchange rates at
December 31, 2009). Additional borrowing availability under
these agreements at December 31, 2009 amounted to
approximately US$1.8 million. These credit agreements renew
annually on a calendar-year basis.
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Mobitec GmbH has a credit facility in place under an agreement
with Handelsbanken pursuant to which it may currently borrow up
to a maximum of approximately 1.4 million Euro
(approximately US$2.0 million, based on exchange rates at
December 31, 2009) through April 30, 2010, on
which date, under terms of the credit agreement, the maximum
borrowing capacity will be reduced by 500,000 Euro, or
approximately US$717,000 (based on exchange rates at
December 31, 2009). At December 31, 2009, borrowings
due and outstanding under this credit facility totaled 954,000
Euro (approximately US$1.4 million, based on exchange rates
at December 31, 2009). Additional borrowing availability
under this credit facility at December 31, 2009 amounted to
approximately US$640,000. The agreement under which this credit
facility is extended has an open-ended term.
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32
In addition to the revolving lines of credit described herein,
the Company has agreements under which additional loans and
credit facilities have been established to provide working
capital to our domestic and foreign operations as follows:
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At December 31, 2009, pursuant to terms of a loan agreement
(the BHC Agreement) with BHC Interim Funding III,
L.P. (BHC), the Borrowers had an outstanding
principal balance of $4.8 million due on a term loan (the
Term Loan) which had an original principal balance
of a $5.0 million. The Term Loan has a maturity date of
June 30, 2011.
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At December 31, 2009, Mobitec AB had an outstanding
principal balance of 1.5 million krona (approximately
US$209,000, based on exchange rates at December 31,
2009) due on a term loan under a credit agreement with
Handelsbanken (the Mobitec Term Loan). The Mobitec
Term Loan has a maturity date of September 30, 2010.
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At December 31, 2009, Mobitec AB had an outstanding
principal balance of 3.4 million krona (approximately
US$470,000, based on exchange rates at December 31,
2009) due on an additional term loan under a credit
agreement with Handelsbanken (the Mobitec Loan). The
Mobitec Loan is payable in quarterly principal installments of
375,000 krona (approximately US$52,000, based on exchange rates
at December 31, 2009) and matures June 30, 2011.
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At December 31, 2009, Mobitec Brazil has outstanding
borrowings from two banks in Brazil of approximately 235,000
Brazilian Real (BRL) (approximately US$135,000,
based on exchange rates at December 31, 2009). The
borrowings are secured by accounts receivable on certain export
sales by Mobitec Brazil Ltda and have a term of 180 days.
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At December 31, 2009, Mobitec Brazil had five loans payable
to a bank in Brazil with an aggregate outstanding principal
balance of approximately 206,000 BRL (approximately US$119,000,
based on exchange rates as of December 31, 2009). One loan
has a principal balance of approximately 161,000 BRL
(approximately US$93,000, based on exchange rates as of
December 31, 2009) and matures April 13, 2010.
The four remaining loans have an aggregate outstanding principal
balance of approximately 45,000 BRL (approximately US$26,000,
based on exchange rates as of December 31, 2009) and
have maturity dates ranging from January 17, 2010 to
November 16, 2010.
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The Companys outstanding lines of credit and loans, and
the agreements under which these credit facilities were
established, are more fully described in Note 9 and
Note 10 to the accompanying consolidated financial
statements.
The PNC Agreement and the BHC Agreement contain certain
covenants with which we and our subsidiaries must comply. Among
the covenants contained in the PNC Agreement and BHC Agreement
are requirements that we and our domestic subsidiaries maintain
certain leverage ratios as of the end of each fiscal quarter for
the twelve-month period then ending. On March 26, 2009, the
PNC Agreement and BHC Agreement were each amended to revise the
minimum EBITDA and leverage ratios required to be maintained as
of the end of each of the fiscal quarters ending March 31,
2009, June 30, 2009 and September 30, 2009 as set
forth below.
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Fiscal Quarter Ending:
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EBITDA:
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Leverage Ratio:
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March 31, 2009
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$
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3,000,000
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5.70 to 1.0
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June 30, 2009
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$
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2,500,000
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6.25 to 1.0
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September 30, 2009
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$
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4,000,000
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4.55 to 1.0
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On October 1, 2009, the BHC Agreement was amended (the
BHC Amendment) to, among other things, effect the
following:
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Permit the Borrowers and DRI to make a recallable equity
investment in Mobitec AB on or about October 1, 2009 (the
BHC Effective Date), in an amount not to exceed the
Contribution Amount (as defined below);
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Permit the Borrowers and DRI to make a recallable equity
investment in Mobitec EP on or about the BHC Effective Date in
an amount not to exceed $400,000;
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Allow the Borrowers to make dividends or distributions to DRI to
enable DRI to pay up to the sum of (a) $150,000 plus
(b) the result of 9.5% of the amount of Series K
Preferred Stock issued by DRI on or prior to October 31,
2009, in the aggregate in any fiscal year, of dividends or
distributions with respect to DRIs preferred stock;
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Allow the Borrowers and DRI to enter into any transaction,
capital contribution, investment and transfer which, in the
aggregate for all such events, do not exceed $2 million
plus the Contribution Amount; and
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Permit DRI to adopt the Certificate of Designation of, and amend
its Organizational Documents (as defined in the BHC Agreement)
to authorize, the Series K Preferred Stock.
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On October 5, 2009 (the PNC Effective Date),
the PNC Agreement was amended (the PNC Amendment)
to, among other things, effect the following:
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Obtain PNCs consent for DRI to issue a new series of
preferred stock and to be designated the Series K Senior
Convertible Preferred Stock (the Series K Preferred
Stock), so long as the net proceeds of such issuance are
utilized to repay outstanding Advances (as defined in the PNC
Agreement) and to use Advances to make a recallable equity
investment in Mobitec AB on or after the PNC Effective Date in
an amount not to exceed, if DRI receives gross proceeds from the
issuance of the Series K Preferred Stock of (i) no
more than $3.5 million, $1 million,
(ii) $5 million, $1.5 million, and (iii) in
excess of $3.5 million but less than $5 million,
$1 million plus the lesser of (a) $500,000 and
(b) an amount determined by multiplying (x) the
quotient (expressed as a percentage) of (1) the amount by
which gross proceeds from the issuance of Series K
Preferred Stock exceeds $3.5 million, divided by
(2) $1.5 million, by (y) $500,000 (the foregoing
clauses (i) through (iii) collectively referred to as
the Contribution Amount); provided, however, that
(x) the amount of the proceeds applied to repay Advances
must be equal to or greater than the Contribution Amount and
(y) the amount of the proceeds as applied to prepay the
Term Loan may not exceed the Prepayment Amount, as defined
below; and
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Obtain PNCs consent to the prepayment of the Term Loan
with a portion of the proceeds of the Series K Preferred
Stock in an amount not to exceed the Prepayment Amount;
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The Prepayment Amount shall be an amount that is dependent upon
the gross proceeds that DRI receives from the issuance of the
Series K Preferred Stock, as follows: if DRI receives gross
proceeds from the issuance of the Series K Preferred Stock
of (i) no more than $3.5 million, $250,000,
(ii) $5 million, $1 million, and (iii) in
excess of $3.5 million, but less than $5 million,
$250,000 plus the lesser of (a) $750,000 and (b) an
amount determined by multiplying (x) the quotient
(expressed as a percentage) of (1) the amount by which
gross proceeds from the issuance of the Series K Preferred
Stock exceed $3.5 million, divided by
(2) $1.5 million, by (y) $750,000 (the foregoing
clauses (i) through (iii) are collectively referred to
as the Prepayment Amount);
In addition to the above consents, the PNC Amendment also:
Allows the Borrowers to make dividends or
distributions to DRI to enable DRI to pay up to the sum of
(a) $150,000 plus (b) the result of 9.5% of the amount
of the Series K Preferred Stock issued by DRI on or prior
to October 31, 2009;
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Permits the Borrowers and DRI to enter into any transaction,
capital contribution, investment and transfers which, in the
aggregate for all such events, do not exceed $2 million
plus the Contribution Amount; and
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Permits DRI to adopt the Certificate of Designation of, and
amend its Articles of Incorporation to authorize, the
Series K Preferred Stock.
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For the quarter ended September 30, 2009, we and the
Borrowers were not in compliance with the leverage ratio
required to be maintained under terms of the PNC Agreement and
the BHC Agreement as
34
amended on March 26, 2009. PNC agreed to amend the PNC
Agreement to revise the leverage ratio required to be maintained
for the quarter ended September 30, 2009 to 5.25 to 1.00.
BHC agreed to waive the violation of the leverage ratio covenant
for the quarter ended September 30, 2009. On
December 29, 2009, the PNC Agreement and BHC Agreement were
each amended to revise the minimum leverage ratios required to
be maintained as of the end of each fiscal quarter as set forth
below.
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Fiscal Quarter Ending:
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Leverage Ratio:
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September 30, 2009
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5.25 to 1.0
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December 31, 2009
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5.00 to 1.0
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March 31, 2010
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6.75 to 1.0
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June 30, 2010
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8.25 to 1.0
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September 30, 2010
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7.00 to 1.0
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December 31, 2010 and each fiscal quarter ending thereafter
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5.50 to 1.0
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With the exception of the leverage ratio for the quarter ended
September 30, 2009, as described herein, we were in
compliance with all financial loan covenants in 2009.
Additionally, PNC and BHC agreed to extend the date for the
Company to provide audited 2009 financial statements to
April 30, 2010.
Series K
Preferred Stock
Between October 26, 2009 and January 5, 2010, the
Company sold an aggregate of 310 shares of the
Companys Series K Preferred Stock, par value $0.10
per share, to multiple outside investors. Gross proceeds from
the sale of the Series K Preferred Stock of
$1.6 million were used for general corporate working
capital purposes and applied toward a $270,000 payment to BHC.
Of the $270,000 payment to BHC, which occurred on
November 2, 2009, $250,000 was a payment of principal on
the Term Loan and $20,000 was payment of a termination fee
pursuant to terms of the BHC Agreement. On January 5, 2010,
the Company agreed to issue an aggregate of 24 shares of
the Series K Preferred Stock to a placement agent as
consideration for such agents services to the Company in
connection with the placement of the 310 shares of
Series K Preferred Stock described herein. Upon the
issuance of shares to the placement agent, the Company has
334 shares of Series K Preferred Stock issued and
outstanding. The terms and conditions of the Series K
Preferred Stock are more fully described in Note 12 to the
accompanying consolidated financial statements.
Management
Conclusion
Our liquidity is primarily measured by the borrowing
availability on our domestic and international revolving lines
of credit and is determined, at any point in time, by comparing
our borrowing base (generally, eligible accounts receivable and
inventory) to the balances of our outstanding lines of credit.
Borrowing availability on our domestic and international lines
of credit is driven by several factors, including the timing and
amount of orders received from customers, the timing and amount
of customer billings, the timing of collections on such
billings, lead times and amounts of inventory purchases, and the
timing of payments to vendors, primarily on payments to vendors
from whom we purchase inventory. In addition to these factors,
in fiscal year 2010, we expect revenue growth in our domestic
and international markets and increased production efforts to
meet such growth to impact the borrowing availability on our
domestic and international lines of credit and may require us to
seek additional financing to support the working capital and
capital expenditure needs of our operations during fiscal year
2010. Historically, the Company has secured financing through
lending agreements with banks and other lenders, including
amending or extending existing lending agreements, and through
offerings of its equity securities. If additional financing is
required in fiscal year 2010, we believe we will be able to
secure financing through one of these sources on commercially
reasonable terms, though we can give no assurances of such.
As described herein, certain of our loan agreements contain
covenants with which we and our subsidiaries must comply on a
quarterly basis. We believe we will be able to comply with such
loan covenants in each quarter of fiscal year 2010, though we
can give no assurance of such compliance.
35
Critical
Accounting Policies and Estimates
DRIs significant accounting policies and estimates used in
the preparation of the Consolidated Financial Statements are
discussed in Note 1 of the Notes to Consolidated Financial
Statements. The following is a listing of DRIs critical
accounting policies and estimates and a brief description of
each:
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Allowance for doubtful accounts;
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Inventory valuation and warranty reserve;
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Intangible assets and goodwill;
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Income taxes, including deferred tax assets;
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Revenue recognition; and
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Stock-based compensation
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Allowance
for Doubtful Accounts
Our allowance for doubtful accounts relates to trade accounts
receivable. It reflects our estimate of the amount of our
outstanding accounts receivable that are not likely to be
collected. Most of the Companys sales are to large OEM
equipment manufacturers or to state or local governmental units
or authorities, so management expects low losses resulting from
insolvency or actual inability to pay. The allowance for
doubtful accounts is a periodic estimate prepared by management
based upon identification of the collections of specific
accounts and the overall condition of the receivable portfolios.
When evaluating the adequacy of the allowance for doubtful
accounts, we analyze our trade receivables, the customer
relationships underlying the receivables, historical bad debts,
customer concentrations, customer creditworthiness, current
economic trends, and changes in customer payment terms.
Inventory
Valuation and Warranty Reserve
We periodically evaluate the carrying amount of inventory based
upon current shipping forecasts and warranty and post-warranty
component requirements. As a part of the sale, the Company
typically extends a warranty term generally ranging from one to
five years. We account for this liability through a warranty
reserve on the balance sheet. Additionally, in special
situations, we may, solely at our discretion, use extended or
post-warranty services as a marketing tool. In these instances,
such future warranty costs have previously been included in the
established warranty reserves. Many of our customers have
contractual or legal requirements, which dictate an extended
period of time for us to maintain replacement parts. Our
evaluation of inventory reserves involves an approach that
incorporates both recent historical information and management
estimates of trends. Our approach is intended to take into
consideration potential excess and obsolescence in relation to
our installed base, engineering changes, uses for components in
other products, return rights with vendors and
end-of-life
manufacture. Estimating sales prices, establishing markdown
percentages and evaluating the condition of the inventories
require judgments and estimates, which may impact the inventory
valuation and gross profits. We believe, based on our prior
experience of managing and evaluating the recoverability of our
slow moving or obsolete inventory, that such established
reserves are materially adequate. If actual market conditions
and product sales were less favorable than we have projected,
additional inventory write-downs may be necessary. The inventory
write-down calculations are reviewed periodically and additional
write-downs are recorded as deemed necessary.
Intangible
Assets and Goodwill
Goodwill is assigned to our reporting units, which are defined
as the domestic and international operating segments. We test
goodwill for impairment annually, or more frequently if events
or changes in circumstances indicate that the asset might be
impaired. The impairment test compares the fair value of the
reporting unit with its carrying amount. If the carrying amount
exceeds its fair value, impairment is indicated. If an
impairment is indicated, the impairment is measured as the
excess of the recorded goodwill over its fair value, which could
materially adversely impact our consolidated financial position
and results of operations.
36
We performed a goodwill impairment test as of December 31,
2009. We estimated fair value for each reporting unit utilizing
two valuation approaches: (1) the income approach and
(2) the market approach. The income approach measures the
present worth of anticipated future net cash flows generated by
the reporting unit. Net cash flows are forecast for an
appropriate period and then discounted to present value using an
appropriate discount rate. Net cash flow forecasts require
analysis of the significant variables influencing revenues,
expenses, working capital and capital investment and involves a
number of significant assumptions and estimates. The market
approach is performed by observing the price at which companies
comparable to the reporting unit, or shares of those guideline
companies, are bought and sold. Adjustments are made to the data
to account for operational and other relevant differences
between the reporting unit and the guideline companies. To
arrive at estimated fair value of each reporting unit, we
assigned an appropriate weighting to the value of the reporting
unit calculated under of each of the two valuation approaches.
The aggregate weighted fair value under the two valuation
approaches is the estimated fair value of the reporting unit.
Additional judgments and assumptions are made in allocating
assets and liabilities to determine the carrying values for each
of our reporting units. We believe the assumptions we use in
estimating fair value and in determining the carrying value of
our reporting units are reasonable, but are also unpredictable
and inherently uncertain. At December 31, 2009, our
estimated fair value of the reporting units exceeded carrying
value of our reporting units thereby indicating no impairment
existed. If our estimated fair value of the reporting units
declines at some point in the future, the Company may be
required to record an impairment charge. Actual future results
may differ from those estimates.
Income
Taxes
We are required to pay income taxes in each of the jurisdictions
in which we operate. These jurisdictions include the
U.S. Government and several states, and a number of foreign
countries. Each of these jurisdictions has its own laws and
regulations, some of which are quite complex and some of which
are the subject of disagreement among experts and authorities as
to interpretation and application. The estimation process for
preparation of our financial statements involves estimating our
actual current tax expense together with assessing temporary
differences resulting from differing treatment of items for
income tax and accounting purposes. We review our operations and
the application of applicable laws and rules to our
circumstances. To the extent we believe necessary, we also seek
the advice of professional advisers in various jurisdictions.
We record an income tax valuation allowance when, based on the
weight of the evidence, it is more likely than not that some
portion, or all, of the deferred tax asset will not be realized.
The ultimate realization of the deferred tax asset depends on
our ability to generate sufficient taxable income of the
appropriate character in the future and in the appropriate
taxing jurisdictions. In assessing the realization of the
deferred tax assets, consideration is given to, among other
factors, the trend of historical and projected future taxable
income, the scheduled reversal of deferred tax liabilities, the
carryforward period for net operating losses and tax credits, as
well as tax planning strategies available to us. Certain
judgments, assumptions and estimates are required in assessing
such factors and significant changes in such judgments and
estimates may materially affect the carrying value of the
valuation allowance and deferred income tax expense or benefit
recognized in our consolidated financial statements.
We account for uncertain tax positions in accordance with ASC
Topic
740-10-25.
The application of income tax law is inherently complex. As
such, we are required to make certain assumptions and judgments
regarding our income tax positions and the likelihood whether
such tax positions would be sustained if challenged. Penalties
related to uncertain tax positions are recorded as a component
of operations. There is no interest charged for underpayment of
taxes in the jurisdiction to which our uncertain tax positions
relate. Interpretations and guidance surrounding income tax laws
and regulations change over time. As such, changes in our
assumptions and judgments can materially affect amounts
recognized in our consolidated balance sheets and statement of
operations.
Revenue
Recognition
The Company recognizes revenue in accordance with SEC Staff
Accounting Bulletin No. 104, Revenue Recognition
in Financial Statements (SAB 104).
SAB 104 sets forth guidelines on the timing of revenue
37
recognition based upon factors such as passage of title,
purchase agreements, established pricing and defined shipping
and delivery terms. We recognize revenue when all of the
following criteria are met: persuasive evidence that an
arrangement exists; delivery of the products or services has
occurred; the selling price is fixed or determinable and
collectibility is reasonably assured. Even though the Company
receives customer sales orders that may require scheduled
product deliveries over several months, sales are only
recognized upon physical shipment of the product to the
customer, provided that all other criteria of revenue
recognition are met.
Multiple element arrangements in 2007 and 2008
The Companys transactions sometimes involve multiple
element arrangements in which significant deliverables typically
include hardware, installation services, and other services.
Under a typical multiple element arrangement, the Company
delivers the hardware to the customer first, then provides
services for the installation of the hardware, followed by
system
set-up
and/or data
services. Revenue under multiple element arrangements is
recognized in accordance with Accounting Standards Codification
(ASC) Topic
605-25,
Multiple-Element Arrangements. ASC
Topic 605-25
provides that revenue arrangements with multiple elements should
be divided into separate units of accounting if certain criteria
are met and provides that fair value of each element is
established first by determining if vendor-specific objective
evidence exists for that element. Vendor-specific objective
evidence includes the price charged when the same element is
sold separately or, for an element not yet sold separately, the
price established by management with the relevant authority. If
vendor-specific objective evidence does not exist, then fair
value can be established by third party evidence of the selling
price such as competitors sales prices for the same or
largely interchangeable products or services to similar
customers in stand-alone sales. If there is objective and
reliable evidence of fair value for all units of accounting in
an arrangement, the arrangement consideration is allocated to
the separate elements based on their relative fair values (the
relative fair value method). In cases in which there is
objective and reliable evidence of the fair value of undelivered
items in an arrangement but no such evidence for the delivered
items, the amount of consideration allocated to the delivered
items equals the total arrangement consideration less the
aggregate fair value of the undelivered items (the residual
method). In substantially all of our multiple element
arrangements, we establish fair value of the hardware elements
using vendor-specific objective evidence of sales of such
hardware elements when sold separately by the Company. We
establish fair value for the installation services element
through third party evidence of the sales price charged by
competitors and others in our industry for similar services.
Certain multiple element arrangements include the delivery of
software. For these arrangements, we establish fair value for
the software deliverables through third party evidence of the
sales price charged by competitors and others in our industry
for similar software. We have not been able to establish fair
value for system
set-up and
data services we deliver because we do not have vendor specific
objective evidence of such services being sold separately or
third party evidence for such services, since we are the only
entity that can provide these specific services to our
customers. Under the provisions of ASC Topic
605-25, we
cannot separate the hardware elements and installation services
into separate units of accounting because we are unable to
establish fair value for the system
set-up
and/or data
services. Therefore on multiple element arrangements involving
system
set-up/data
services, we defer revenue on delivery of the hardware and
installation services until the system
set-up/data
services are delivered to the customer.
Revenue from more complex or time-spanning projects within which
there are multiple deliverables including products, services,
and software are accounted for in accordance with ASC Topic
985-605,
Software Revenue Recognition. Under this standard, revenue
is recognized over the life of the project based upon meeting
specific delivery or performance criteria.
Multiple element arrangements in 2009 In
October 2009, the Financial Accounting Standards Board issued
Accounting Standards Update (ASU)
2009-13,
which amends ASC Topic
605-25 to
require companies to allocate the overall consideration in
multiple-element arrangements to each deliverable by using a
best estimate of the selling price of individual deliverables in
the arrangement in the absence of vendor-specific objective
evidence or other third-party evidence of the selling price.
Additionally, ASU
2009-13
prohibits use of the residual method to allocate arrangement
consideration among units of accounting. ASU
2009-13 will
be effective prospectively for revenue arrangements entered into
or materially modified in fiscal years beginning on or after
June 15, 2010. However early adoption of ASU
2009-13 is
permitted and the Company has elected
38
to adopt the provisions of ASU
2009-13 as
of January 1, 2009 on a prospective basis. Under the
provisions of ASU
2009-13, we
are able to use best estimate of selling price for the system
set-up/data
services to be delivered to our customers in a multiple element
arrangement, for which vendor-specific objective evidence or
other third party evidence is not available. As a result, we are
able to separate the hardware and installation services elements
into separate units of accounting and recognize revenue on these
elements when they are delivered to the customer. In determining
the best estimate of selling price for the system
set-up/data
services, we primarily consider the costs incurred by the
Company in providing these services and our profit objective in
providing these services. We assume that if we were to sell
these services separately, we would price these services to
achieve a profit similar to the profit we generally realize on
the overall multiple element arrangements we enter into on a
regular basis.
In October 2009, the FASB also issued ASU
2009-14,
which amends ASC Topic
985-605 to
exclude from its requirements (a) non-software components
of tangible products and (b) software components of
tangible products that are sold, licensed, or leased with
tangible products when the software components and non-software
components of the tangible product function together to deliver
the tangible products essential functionality. Under ASU
2009-14, if
a multiple element arrangement includes a tangible product with
both essential and nonessential software components, the
arrangement consideration should first be allocated to the
software and nonsoftware components based on the relative
selling price method under ASC
605-25 as
amended by ASU
2009-13. An
entity then must apply the amended separation, measurement and
allocation guidance in ASC Topic
605-25 to
determine whether the nonsoftware items can be further separated
and if so, how to allocate the nonsoftware consideration to
those units of accounting. An entity must apply the guidance in
ASC Topic
985-605 to
determine whether the software components can be further
separated and if so, how to allocate and recognize revenue for
the units of accounting. ASU
2009-14 will
be effective prospectively for revenue arrangements entered into
or materially modified in fiscal years beginning on or after
June 15, 2010. However, early adoption of ASU
2009-14 is
permitted and the Company has elected to adopt the provisions of
ASU 2009-14
as of January 1, 2009 on a prospective basis.
During the year ended December 31, 2009, the Companys
only multiple element projects for which revenue recognition is
impacted by the provisions of ASU
2009-14
include sales of postcontract customer support. On these
projects, the arrangement consideration is first allocated to
the software and nonsoftware components based on the relative
selling price method under ASC
605-25, as
amended by ASU
2009-13. The
hardware and installation services are considered nonsoftware
components and are separated, measured and allocated under the
provisions of ASC Topic
605-25, as
amended by ASU
2009-13, as
described above, while the software components are separated,
measured and allocated under the provision of ASC
985-605,
which provides that vendor-specific objective evidence must
exist to establish fair value of all undelivered elements,
including the postcontract customer support. We have not been
able to establish fair value of postcontract customer support
through the existence of vendor-specific objective evidence.
Under the provisions of ASC
985-605, for
contracts where postcontract customer support is sold, we are
required to defer revenue on the software components delivered
and recognize such revenue and the postcontract customer support
revenue over the postcontract customer support period. The
Company generally does not sell postcontract customer support in
multiple element arrangements and only one such arrangement in
2009 included the sale of postcontract customer support.
The impact of the adoption of ASU
2009-13 and
ASU 2009-14
as of January 1, 2009 on our consolidated financial
statements is more fully described in Note 1 to the
accompanying consolidated financial statements.
Service revenues are recognized upon completion of the services
and include product repair not under warranty, city route
mapping, product installation, training, consulting to transit
authorities and funded research and development projects.
Service revenues were less than 3% of total revenue for 2009,
2008, and 2007.
Stock-based
Compensation
The Company accounts for stock-based compensation in accordance
with ASC Topic
718-20,
Stock Compensation Awards Classified as Equity.
Under ASC Topic
718-20, the
Company estimates the fair value of stock options granted using
the Black-Scholes option pricing model. The fair value is then
amortized on a
39
straight-line basis over the requisite service period of the
award, which is generally the option vesting term. This option
pricing model requires the input of highly subjective
assumptions, including an options expected life and the
expected volatility of the Companys Common Stock.
Off-Balance
Sheet Arrangements
DRI does not have any off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on
its financial condition, changes in financial condition, sales
or expenses, results of operations, liquidity, capital
expenditures or capital resources that would be material to
investors. We do, however, have warrants to acquire shares of
our Common Stock outstanding at varied exercise prices. Other
than lease commitments, legal contingencies incurred in the
normal course of business and employment contracts of key
employees, we do not have any off-balance sheet financing
arrangements or liabilities. We do not have any majority-owned
subsidiaries or any interests in or relationships with any
special-purpose entities that are not included in the
consolidated financial statements.
Recent
Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board
(FASB) issued ASC Topic 105, Generally
Accepted Accounting Principles, (formerly referred to as
SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles). ASC Topic 105 establishes the ASC as the
source of authoritative principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of
financial statements in conformity with generally accepted
accounting principles (GAAP). Rules and interpretive
releases of the SEC under authority of federal securities laws
are also sources of authoritative GAAP for SEC registrants. ASC
Topic 105 is effective for financial statements issued for
interim and annual periods ending after September 15, 2009.
The adoption of ASC Topic 105 did not have a material impact on
our consolidated financial statements for the year ended
December 31, 2009.
On February 12, 2008, the FASB issued ASC Topic
820-10-15,
Fair Value Measurements and Disclosures, (formerly
referred to as FASB Staff Position (FSP)
No. FAS 157-2,
Effective date of FASB Statement No. 157),
which delayed the effective date of ASC Topic
820-10,
(formerly referred to as SFAS No. 157), for all
nonfinancial assets and nonfinancial liabilities, except those
that are recognized or disclosed at fair value in the financial
statements on at least an annual basis, until 2009. The Company
adopted the provisions of ASC Topic
820-10 for
nonfinancial assets and nonfinancial liabilities effective
January 1, 2009. The adoption of ASC Topic
820-10 with
respect to nonfinancial assets and nonfinancial liabilities did
not have a significant impact on our results of operations or
financial condition.
In December 2007, the FASB issued ASC Topic
805-10,
Business Combinations, (formerly referred to as
SFAS No. 141(R)). ASC Topic
805-10
retains the underlying concepts of prior guidance in that all
business combinations are still required to be accounted for at
fair value under the acquisition method of accounting; but ASC
Topic 805-10
changed the method of applying the acquisition method in a
number of significant aspects. ASC Topic
805-10
requires companies to recognize, with certain exception, 100% of
the fair value of the assets acquired, liabilities assumed and
non-controlling interest in acquisitions of less than 100%
controlling interest when the acquisition constitutes a change
in control; measure acquirer shares issued as consideration for
a business combination at fair value on the date of the
acquisition; recognize contingent consideration arrangements at
their acquisition date fair value, with subsequent change in
fair value generally reflected in earnings; recognition of
reacquisition loss and gain contingencies at their acquisition
date fair value; and expense, as incurred, acquisition related
transaction costs. We adopted the provisions of ASC Topic
805-10
effective January 1, 2009 and accounted for the acquisition
of the remaining 50% interest in Mobitec Brazil Ltda under the
provisions of ASC Topic
805-10 (see
Note 2 to the accompanying consolidated financial
statements for further discussion of this acquisition).
In December 2007, the FASB issued ASC Topic
810-10-65,
Consolidation, (formerly referred to as
SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of ARB
51). ASC Topic
810-10-65
establishes new standards that govern the accounting for and
reporting of (1) noncontrolling interest in partially-owned
consolidated subsidiaries and (2) loss of control of
subsidiaries. ASC
40
Topic
810-10-65
requires that entities provide sufficient disclosures that
clearly identify and distinguish between the interests of the
parent and the interest of the noncontrolling owners separately
within the consolidated statement of position within equity, but
separate from the parents equity and separately on the
face of the consolidated income statement. Further, changes in a
parents ownership interest while the parent retains its
controlling financial interest in its subsidiary should be
accounted for consistently and when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in
the former subsidiary should be initially measured at fair
value. We adopted the provisions of ASC Topic
810-10-65
effective January 1, 2009 and accounted for the acquisition
of the remaining 50% interest in Mobitec Brazil Ltda under the
provisions of ASC Topic
810-10-65
(see Note 2 to the accompanying consolidated financial
statements for further discussion of this acquisition). The
adoption of ASC Topic
810-10-65
impacted the accompanying consolidated financial statements for
all periods presented as follows:
|
|
|
|
|
The noncontrolling interests in our subsidiaries of which we
have less than 100% ownership have been reclassified to
shareholders equity.
|
|
|
|
Consolidated net income (loss) has been adjusted to include the
net income (loss) attributed to the noncontrolling interest in
our subsidiaries of which we have less than 100% ownership.
|
|
|
|
Consolidated comprehensive income (loss) has been adjusted to
include the comprehensive income (loss) attributed to the
noncontrolling interest in our subsidiaries of which we have
less than 100% ownership.
|
|
|
|
We have disclosed for each reporting period the amounts of
consolidated income (loss) attributed to the Company and the
noncontrolling interest in our subsidiaries of which we have
less than 100% ownership. In addition, for each reporting period
we have presented a reconciliation at the beginning and end of
the period of the carrying amount of equity attributable to the
Company and noncontrolling interest in our subsidiaries of which
we have less than 100% ownership.
|
In March 2008, the FASB issued ASC Topic
815-10,
Derivatives and Hedging, (formerly referred to as
SFAS No. 161 Disclosures about Derivative
Instruments and Hedging Activities, an Amendment of FASB
Statement No. 133), which is effective on a
prospective basis for fiscal years and interim periods beginning
after November 15, 2008. ASC Topic
815-10 is
intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand such
effects on financial position, financial performance and cash
flow. We adopted the provisions of ASC Topic
815-10
effective January 1, 2009. The adoption of ASC Topic
815-10 did
not have a material impact on our results of operations or
financial condition.
In April 2008, the FASB issued ASC Topic
350-30-65,
Intangibles-Goodwill and Other, (formerly referred
to as FSP
FAS 142-3,Determination
of the Useful Life of Intangible Assets) ASC Topic
350-30-65
amends the factors that should be considered in developing
renewal or extension assumptions used to determine the useful
life of a recognized intangible asset. ASC Topic
350-30-65 is
effective for fiscal years beginning after December 15,
2008. We adopted the provisions of ASC Topic
350-30-65
effective January 1, 2009. The adoption of ASC Topic
350-30-65
did not have a material impact on our results of operations or
financial condition.
In June 2008, the FASB issued ASC Topic
815-40,
Derivatives and Hedging: Contracts in Entitys Own
Equity, (formerly referred to as Emerging Issues Task
Force (EITF) Issue
No. 07-5,
Determining Whether an Instrument (or Embedded Feature) Is
Indexed to an Entitys Own Stock). ASC Topic
815-40
clarifies the determination of whether an instrument (or an
embedded feature) is indexed to an entitys own stock,
which would qualify as a scope exception under ASC Topic
815-10-15
(formerly referred to as SFAS No. 133,
Accounting for Derivative Instruments and Hedging
Activities). ASC Topic
815-40 is
effective for financial statements issued for fiscal years
beginning after December 15, 2008. In conjunction with a
loan agreement pursuant to which a $5.0 million term loan
was obtained in June 2008, the Company issued the lender
warrants to purchase up to 350,000 shares of our Common
Stock. These warrants were determined to be a derivative
instrument based on the clarification within ASC Topic
815-40. As
of January 1, 2009, the fair value of these warrants was
reclassified from equity to a current liability and a cumulative
effect adjustment to
41
retained earnings was recorded for the change in the fair value
of the warrants. During the period in which the warrants are
classified as a liability, the fair value of the warrants will
be periodically remeasured with any changes in value recognized
in other income (loss) in the consolidated financial statements.
See the Fair Value of Assets and Liabilities section
of Note 1 to the accompanying consolidated financial
statements for further discussion of accounting treatment of
these warrants.
In May 2009, the FASB issued ASC Topic
855-10,
Subsequent Events, (formerly referred to as
SFAS No. 165, Subsequent Events) which was
amended in February 2010. ASC Topic
855-10
establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued.
ASC Topic
855-10 is
effective for interim or annual financial periods ending after
June 15, 2009. The adoption of ASC Topic
855-10, as
amended, did not have an impact on our consolidated financial
statements for the year ended December 31, 2009, as it is
our continuing policy to evaluate subsequent events through the
date our financial statements are issued. For the year ended
December 31, 2009, we have evaluated subsequent events
through April 15, 2010, which is the date our financial
statements were issued and filed with the SEC.
Impact of
Inflation
We believe that inflation has not had a material impact upon our
results of operations for each of our fiscal years in the
three-year period ended December 31, 2009. However, there
can be no assurance that future inflation will not have an
adverse impact upon our operating results and financial
condition.
42
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Item 8.
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Financial
Statements and Supplementary Data
|
DRI
CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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Section
|
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Page
|
|
|
|
|
44
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|
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|
|
45
|
|
|
|
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46
|
|
|
|
|
47
|
|
|
|
|
48
|
|
|
|
|
49
|
|
|
|
|
50
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43
Report of
Independent Registered Public Accounting Firm
Board of Directors and Stockholders
DRI Corporation and Subsidiaries
We have audited the accompanying consolidated balance sheets of
DRI Corporation (a North Carolina Corporation) and Subsidiaries
as of December 31, 2009 and 2008 and the related
consolidated statements of operations, stockholders
equity, and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included
consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Companys internal control over
financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of DRI Corporation and Subsidiaries as of
December 31, 2009 and 2008 and the results of their
operations and their cash flows for the years then ended, in
conformity with accounting principles generally accepted in the
United States of America.
As disclosed in Note 1 to the consolidated financial
statements, effective January 1, 2009, the Company adopted
new accounting guidance related to the accounting for and
financial statement presentation of multiple element revenue
arrangements, noncontrolling equity interests in consolidated
subsidiaries and financial instruments indexed to the
Companys own stock.
/s/ GRANT THORNTON LLP
Raleigh, North Carolina
April 15, 2010
44
Report of
Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
of DRI Corporation:
In our opinion, the consolidated statement of operations,
shareholders equity and comprehensive income (loss) and
cash flows for the year ended December 31, 2007 present
fairly, in all material respects, the results of their
operations and their cash flows for the year ended
December 31, 2007 in conformity with accounting principles
generally accepted in the United States of America. These
financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with the
standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant
estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
As discussed in Note 16 to the consolidated financial
statements, the Company changed the manner in which it accounts
for uncertain tax positions in 2007.
The consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 1 to the consolidated financial
statements, the Company has insufficient cash resources to
satisfy its debt obligations, which raises substantial doubt
about its ability to continue as a going concern.
Managements plans in regard to these matters are also
described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
/s/ PricewaterhouseCoopers LLP
March 31, 2008
Raleigh, North Carolina
45
DRI
CORPORATION AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
|
|
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December 31,
|
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2009
|
|
|
2008
|
|
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|
(In thousands, except shares and per share amounts)
|
|
|
ASSETS
|
Current Assets
|
|
|
|
|
|
|
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|
Cash and cash equivalents
|
|
$
|
1,800
|
|
|
$
|
598
|
|
Trade accounts receivable, net
|
|
|
18,192
|
|
|
|
12,403
|
|
Current portion of note receivable
|
|
|
86
|
|
|
|
86
|
|
Stock subscription receivable
|
|
|
670
|
|
|
|
|
|
Other receivables
|
|
|
1,645
|
|
|
|
431
|
|
Inventories, net
|
|
|
13,042
|
|
|
|
10,662
|
|
Prepaids and other current assets
|
|
|
1,844
|
|
|
|
427
|
|
Deferred tax assets, net
|
|
|
250
|
|
|
|
94
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
37,529
|
|
|
|
24,701
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
5,266
|
|
|
|
3,607
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|
Long-term portion of note receivable
|
|
|
86
|
|
|
|
172
|
|
Goodwill
|
|
|
9,793
|
|
|
|
9,034
|
|
Intangible assets, net
|
|
|
728
|
|
|
|
790
|
|
Other assets
|
|
|
890
|
|
|
|
1,157
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
54,292
|
|
|
$
|
39,461
|
|
|
|
|
|
|
|
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|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Lines of credit
|
|
$
|
7,200
|
|
|
$
|
3,743
|
|
Loans payable
|
|
|
463
|
|
|
|
719
|
|
Current portion of long-term debt
|
|
|
960
|
|
|
|
193
|
|
Current portion of foreign tax settlement
|
|
|
561
|
|
|
|
386
|
|
Accounts payable
|
|
|
10,099
|
|
|
|
5,347
|
|
Accrued expenses and other current liabilities
|
|
|
6,459
|
|
|
|
4,359
|
|
Preferred stock dividends payable
|
|
|
20
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
25,762
|
|
|
|
14,763
|
|
|
|
|
|
|
|
|
|
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Long-term debt and capital leases, net
|
|
|
6,572
|
|
|
|
5,149
|
|
|
|
|
|
|
|
|
|
|
Foreign tax settlement, long-term
|
|
|
294
|
|
|
|
528
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities, net
|
|
|
338
|
|
|
|
137
|
|
|
|
|
|
|
|
|
|
|
Liability for uncertain tax positions
|
|
|
380
|
|
|
|
300
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Notes 8, 9, 10, 19, and 20)
|
|
|
|
|
|
|
|
|
Shareholders Equity
|
|
|
|
|
|
|
|
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Series K Redeemable, Convertible Preferred Stock,
$.10 par value, liquidation preference of $5,000 per share;
325 shares authorized; 299 and 0 shares issued and
outstanding at December 31, 2009, and December 31,
2008, respectively; redeemable at the discretion of the Company
at any time
|
|
|
1,341
|
|
|
|
|
|
Series E Redeemable, Nonvoting, Convertible Preferred
Stock, $.10 par value, liquidation preference of $5,000 per
share; 500 shares authorized; 80 shares issued and
outstanding at December 31, 2009, and December 31,
2008; redeemable at the discretion of the Company at any time
|
|
|
337
|
|
|
|
337
|
|
Series G Redeemable, Convertible Preferred Stock,
$.10 par value, liquidation preference of $5,000 per share;
600 shares authorized; 480 and 444 shares issued and
outstanding at December 31, 2009, and December 31,
2008, respectively; redeemable at the discretion of the Company
after five years from date of issuance
|
|
|
2,118
|
|
|
|
1,938
|
|
Series H Redeemable, Convertible Preferred Stock,
$.10 par value, liquidation preference of $5,000 per share;
600 shares authorized; 69 and 64 shares issued and
outstanding at December 31, 2009, and December 31,
2008, respectively; redeemable at the discretion of the Company
after five years from date of issuance
|
|
|
297
|
|
|
|
272
|
|
Series J Redeemable, Convertible Preferred Stock,
$.10 par value, liquidation preference of $5,000 per share;
250 shares authorized; 0 and 90 shares issued and
outstanding at December 31, 2009, and December 31,
2008, respectively; redeemable at the discretion of the Company
at any time
|
|
|
|
|
|
|
388
|
|
Series AAA Redeemable, Nonvoting, Convertible Preferred
Stock, $.10 par value, liquidation preference of $5,000 per
share; 20,000 shares authorized; 166 shares issued and
outstanding at December 31, 2009, and December 31,
2008; redeemable at the discretion of the Company at any time
|
|
|
830
|
|
|
|
830
|
|
Common stock, $.10 par value, 25,000,000 shares
authorized; 11,746,327 and 11,466,606 shares issued and
outstanding at December 31, 2009 and December 31,
2008, respectively
|
|
|
1,175
|
|
|
|
1,147
|
|
Additional paid-in capital
|
|
|
30,393
|
|
|
|
32,706
|
|
Accumulated other comprehensive income foreign
currency translation
|
|
|
1,976
|
|
|
|
512
|
|
Accumulated deficit
|
|
|
(18,276
|
)
|
|
|
(20,398
|
)
|
|
|
|
|
|
|
|
|
|
Total DRI shareholders equity
|
|
|
20,191
|
|
|
|
17,732
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interests
|
|
|
|
|
|
|
|
|
Noncontrolling interests Mobitec Brazil Ltda.
|
|
|
|
|
|
|
596
|
|
Noncontrolling interests Castmaster Mobitec India
Private Limited
|
|
|
755
|
|
|
|
256
|
|
|
|
|
|
|
|
|
|
|
Total noncontrolling interests
|
|
|
755
|
|
|
|
852
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
20,946
|
|
|
|
18,584
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
54,292
|
|
|
$
|
39,461
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
46
DRI
CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands, except share and per share amounts)
|
|
|
Net sales
|
|
$
|
82,285
|
|
|
$
|
70,559
|
|
|
$
|
57,932
|
|
Cost of sales
|
|
|
57,489
|
|
|
|
46,671
|
|
|
|
39,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
24,796
|
|
|
|
23,888
|
|
|
|
18,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
20,402
|
|
|
|
19,000
|
|
|
|
15,216
|
|
Research and development
|
|
|
552
|
|
|
|
974
|
|
|
|
1,149
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
20,954
|
|
|
|
19,974
|
|
|
|
16,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
3,842
|
|
|
|
3,914
|
|
|
|
2,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (loss)
|
|
|
(101
|
)
|
|
|
188
|
|
|
|
103
|
|
Foreign currency gain
|
|
|
531
|
|
|
|
558
|
|
|
|
210
|
|
Interest expense
|
|
|
(1,460
|
)
|
|
|
(1,433
|
)
|
|
|
(1,197
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income and expense
|
|
|
(1,030
|
)
|
|
|
(687
|
)
|
|
|
(884
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income tax expense
|
|
|
2,812
|
|
|
|
3,227
|
|
|
|
1,372
|
|
Income tax expense
|
|
|
(836
|
)
|
|
|
(1,096
|
)
|
|
|
(291
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations, net of tax
|
|
|
1,976
|
|
|
|
2,131
|
|
|
|
1,081
|
|
Loss from discontinued operations (Note 3)
|
|
|
|
|
|
|
|
|
|
|
(219
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
1,976
|
|
|
|
2,131
|
|
|
|
862
|
|
Less: Net income attributable to noncontrolling interests, net
of tax
|
|
|
(146
|
)
|
|
|
(635
|
)
|
|
|
(188
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to DRI Corporation
|
|
|
1,830
|
|
|
|
1,496
|
|
|
|
674
|
|
Provision for preferred stock dividends
|
|
|
(319
|
)
|
|
|
(303
|
)
|
|
|
(294
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common shareholders of DRI Corporation
|
|
$
|
1,511
|
|
|
$
|
1,193
|
|
|
$
|
380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share basic
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.13
|
|
|
$
|
0.11
|
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income per share applicable to common shareholders
|
|
$
|
0.13
|
|
|
$
|
0.11
|
|
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.13
|
|
|
$
|
0.10
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income per share applicable to common shareholders
|
|
$
|
0.13
|
|
|
$
|
0.10
|
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares and common share
equivalent outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
11,548,403
|
|
|
|
11,333,984
|
|
|
|
10,751,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
11,715,807
|
|
|
|
11,492,473
|
|
|
|
11,146,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
47
DRI
CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DRI Shareholders Equity
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
|
Additional
|
|
|
Accum-
|
|
|
Other
|
|
|
Total DRI
|
|
|
|
|
|
Total
|
|
|
|
of Shares
|
|
|
Book
|
|
|
of Shares
|
|
|
Par
|
|
|
Paid-in
|
|
|
ulated
|
|
|
Comprehensive
|
|
|
Shareholders
|
|
|
Noncontrolling
|
|
|
Shareholders
|
|
|
|
Issued
|
|
|
Value
|
|
|
Issued
|
|
|
Value
|
|
|
Capital
|
|
|
Deficit
|
|
|
Income (Loss)
|
|
|
Equity
|
|
|
Interests
|
|
|
Equity
|
|
|
Balance as of December 31, 2006
|
|
|
898
|
|
|
$
|
3,691
|
|
|
|
10,045,675
|
|
|
$
|
1,004
|
|
|
$
|
31,517
|
|
|
$
|
(22,414
|
)
|
|
$
|
3,397
|
|
|
$
|
17,195
|
|
|
$
|
234
|
|
|
$
|
17,429
|
|
Issuance of common stock
|
|
|
|
|
|
|
|
|
|
|
648,540
|
|
|
|
65
|
|
|
|
201
|
|
|
|
|
|
|
|
|
|
|
|
266
|
|
|
|
|
|
|
|
266
|
|
Issuance of Series G Preferred Stock dividend
|
|
|
31
|
|
|
|
155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155
|
|
|
|
|
|
|
|
155
|
|
Issuance of Series H Preferred Stock dividend
|
|
|
5
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
|
|
|
|
|
|
|
|
25
|
|
Issuance of Series J Preferred Stock, net of issuance costs
|
|
|
90
|
|
|
|
411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
411
|
|
|
|
|
|
|
|
411
|
|
Conversion of Series AAA Preferred Stock
|
|
|
(6
|
)
|
|
|
(30
|
)
|
|
|
5,454
|
|
|
|
1
|
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of Series E Preferred Stock, net of issuance
costs
|
|
|
(98
|
)
|
|
|
(411
|
)
|
|
|
163,324
|
|
|
|
16
|
|
|
|
395
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of Series I Preferred Stock, net of discount
|
|
|
(104
|
)
|
|
|
(471
|
)
|
|
|
325,000
|
|
|
|
33
|
|
|
|
438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment for prior period Series E Conversions
|
|
|
|
|
|
|
271
|
|
|
|
|
|
|
|
|
|
|
|
(271
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of warrants
|
|
|
|
|
|
|
(23
|
)
|
|
|
|
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(294
|
)
|
|
|
|
|
|
|
|
|
|
|
(294
|
)
|
|
|
|
|
|
|
(294
|
)
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
41
|
|
|
|
|
|
|
|
41
|
|
Adjustment for prior year liability for uncertain tax positions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(154
|
)
|
|
|
|
|
|
|
(154
|
)
|
|
|
|
|
|
|
(154
|
)
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
674
|
|
|
|
|
|
|
|
674
|
|
|
|
188
|
|
|
|
862
|
|
Translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,173
|
|
|
|
1,173
|
|
|
|
|
|
|
|
1,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2007
|
|
|
816
|
|
|
$
|
3,618
|
|
|
|
11,187,993
|
|
|
$
|
1,119
|
|
|
$
|
32,079
|
|
|
$
|
(21,894
|
)
|
|
$
|
4,570
|
|
|
$
|
19,492
|
|
|
$
|
422
|
|
|
$
|
19,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock
|
|
|
|
|
|
|
|
|
|
|
37,553
|
|
|
|
3
|
|
|
|
83
|
|
|
|
|
|
|
|
|
|
|
|
86
|
|
|
|
|
|
|
|
86
|
|
Issuance of Series G Preferred Stock dividend
|
|
|
34
|
|
|
|
170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
170
|
|
|
|
|
|
|
|
170
|
|
Issuance of Series H Preferred Stock dividend
|
|
|
5
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
|
|
|
|
|
|
|
|
25
|
|
Conversion of Series AAA Preferred Stock
|
|
|
(6
|
)
|
|
|
(30
|
)
|
|
|
5,454
|
|
|
|
1
|
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of Series E Preferred Stock, net of issuance
costs
|
|
|
(5
|
)
|
|
|
(18
|
)
|
|
|
8,333
|
|
|
|
1
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of Convertible Subordinated Debenture
|
|
|
|
|
|
|
|
|
|
|
227,273
|
|
|
|
23
|
|
|
|
227
|
|
|
|
|
|
|
|
|
|
|
|
250
|
|
|
|
|
|
|
|
250
|
|
Amortization of convertible subordinated debenture beneficial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
conversion feature
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
54
|
|
|
|
|
|
|
|
54
|
|
Issuance of warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
333
|
|
|
|
|
|
|
|
|
|
|
|
333
|
|
|
|
|
|
|
|
333
|
|
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(303
|
)
|
|
|
|
|
|
|
|
|
|
|
(303
|
)
|
|
|
|
|
|
|
(303
|
)
|
Dividends paid to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(205
|
)
|
|
|
(205
|
)
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
187
|
|
|
|
|
|
|
|
|
|
|
|
187
|
|
|
|
|
|
|
|
187
|
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,496
|
|
|
|
|
|
|
|
1,496
|
|
|
|
635
|
|
|
|
2,131
|
|
Translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,058
|
)
|
|
|
(4,058
|
)
|
|
|
|
|
|
|
(4,058
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2008
|
|
|
844
|
|
|
$
|
3,765
|
|
|
|
11,466,606
|
|
|
$
|
1,147
|
|
|
$
|
32,706
|
|
|
$
|
(20,398
|
)
|
|
$
|
512
|
|
|
$
|
17,732
|
|
|
$
|
852
|
|
|
$
|
18,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of reclassification of warrants as a result of
a new accounting requirement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(333
|
)
|
|
|
292
|
|
|
|
|
|
|
|
(41
|
)
|
|
|
|
|
|
|
(41
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2009, as adjusted
|
|
|
844
|
|
|
$
|
3,765
|
|
|
|
11,466,606
|
|
|
$
|
1,147
|
|
|
$
|
32,373
|
|
|
$
|
(20,106
|
)
|
|
$
|
512
|
|
|
$
|
17,691
|
|
|
$
|
852
|
|
|
$
|
18,543
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock
|
|
|
|
|
|
|
|
|
|
|
80,641
|
|
|
|
8
|
|
|
|
93
|
|
|
|
|
|
|
|
|
|
|
|
101
|
|
|
|
|
|
|
|
101
|
|
Issuance of Series G Preferred Stock dividend
|
|
|
36
|
|
|
|
180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
180
|
|
|
|
|
|
|
|
180
|
|
Issuance of Series H Preferred Stock dividend
|
|
|
5
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
|
|
|
|
|
|
|
|
25
|
|
Issuance of Series K Preferred Stock, net of issuance costs
|
|
|
299
|
|
|
|
1,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,341
|
|
|
|
|
|
|
|
1,341
|
|
Conversion of Series J Preferred Stock, net of issuance
costs
|
|
|
(90
|
)
|
|
|
(388
|
)
|
|
|
199,080
|
|
|
|
20
|
|
|
|
368
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification of warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
207
|
|
|
|
|
|
|
|
|
|
|
|
207
|
|
|
|
|
|
|
|
207
|
|
Modification of warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
|
|
|
|
|
|
|
|
|
|
|
|
31
|
|
|
|
|
|
|
|
31
|
|
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(319
|
)
|
|
|
|
|
|
|
|
|
|
|
(319
|
)
|
|
|
|
|
|
|
(319
|
)
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
347
|
|
|
|
|
|
|
|
|
|
|
|
347
|
|
|
|
|
|
|
|
347
|
|
Purchase of noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,707
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,707
|
)
|
|
|
(243
|
)
|
|
|
(2,950
|
)
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,830
|
|
|
|
|
|
|
|
1,830
|
|
|
|
146
|
|
|
|
1,976
|
|
Translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,464
|
|
|
|
1,464
|
|
|
|
|
|
|
|
1,464
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2009
|
|
|
1,094
|
|
|
$
|
4,923
|
|
|
|
11,746,327
|
|
|
$
|
1,175
|
|
|
$
|
30,393
|
|
|
$
|
(18,276
|
)
|
|
$
|
1,976
|
|
|
$
|
20,191
|
|
|
$
|
755
|
|
|
$
|
20,946
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
48
DRI
CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,976
|
|
|
$
|
2,131
|
|
|
$
|
862
|
|
Loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
(219
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
1,976
|
|
|
|
2,131
|
|
|
|
1,081
|
|
Adjustments to reconcile net income to net cash provided by
operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes
|
|
|
46
|
|
|
|
106
|
|
|
|
(243
|
)
|
Change in liability for uncertain tax positions
|
|
|
37
|
|
|
|
63
|
|
|
|
149
|
|
Depreciation and amortization of property and equipment
|
|
|
1,054
|
|
|
|
933
|
|
|
|
1,070
|
|
Amortization of intangible assets
|
|
|
115
|
|
|
|
151
|
|
|
|
138
|
|
Amortization of deferred financing costs
|
|
|
478
|
|
|
|
344
|
|
|
|
279
|
|
Amortization of debt discount
|
|
|
111
|
|
|
|
170
|
|
|
|
245
|
|
Amortization of beneficial conversion feature
|
|
|
|
|
|
|
54
|
|
|
|
|
|
Change in fair value of warrant liability
|
|
|
110
|
|
|
|
|
|
|
|
|
|
Loan termination fee accrual
|
|
|
243
|
|
|
|
123
|
|
|
|
|
|
Bad debt expense
|
|
|
180
|
|
|
|
176
|
|
|
|
26
|
|
Stock issued in lieu of cash compensation
|
|
|
101
|
|
|
|
86
|
|
|
|
76
|
|
Stock-based compensation expense
|
|
|
347
|
|
|
|
187
|
|
|
|
41
|
|
Write-down of inventory for obsolescence
|
|
|
197
|
|
|
|
156
|
|
|
|
141
|
|
Loss (gain) on sale of fixed assets
|
|
|
20
|
|
|
|
15
|
|
|
|
(3
|
)
|
Other, primarily effect of foreign currency gain and bank fees
|
|
|
(324
|
)
|
|
|
(412
|
)
|
|
|
(274
|
)
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in trade accounts receivable
|
|
|
(4,592
|
)
|
|
|
(2,454
|
)
|
|
|
(1,037
|
)
|
(Increase) decrease in other receivables
|
|
|
(394
|
)
|
|
|
3
|
|
|
|
(272
|
)
|
Increase in inventories
|
|
|
(1,697
|
)
|
|
|
(2,330
|
)
|
|
|
(200
|
)
|
(Increase) decrease in prepaids and other current assets
|
|
|
(1,350
|
)
|
|
|
39
|
|
|
|
(49
|
)
|
Increase in other assets
|
|
|
(6
|
)
|
|
|
(11
|
)
|
|
|
|
|
Increase (decrease) in accounts payable
|
|
|
4,063
|
|
|
|
(416
|
)
|
|
|
450
|
|
Increase in accrued expenses
|
|
|
1,184
|
|
|
|
1,231
|
|
|
|
530
|
|
Decrease in foreign tax settlement
|
|
|
(334
|
)
|
|
|
(327
|
)
|
|
|
(208
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by continuing operations
|
|
|
1,565
|
|
|
|
18
|
|
|
|
1,940
|
|
Net cash used in discontinued operations
|
|
|
|
|
|
|
|
|
|
|
(68
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
1,565
|
|
|
|
18
|
|
|
|
1,872
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of fixed assets
|
|
|
4
|
|
|
|
4
|
|
|
|
66
|
|
Purchases of property and equipment
|
|
|
(218
|
)
|
|
|
(489
|
)
|
|
|
(296
|
)
|
Investments in software development
|
|
|
(2,123
|
)
|
|
|
(1,551
|
)
|
|
|
(669
|
)
|
Acquisition of noncontrolling interest
|
|
|
(1,000
|
)
|
|
|
|
|
|
|
|
|
Proceeds from sale of DAC
|
|
|
|
|
|
|
|
|
|
|
1,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
(3,337
|
)
|
|
|
(2,036
|
)
|
|
|
201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from bank borrowings and lines of credit
|
|
|
96,610
|
|
|
|
88,658
|
|
|
|
66,531
|
|
Principal payments on bank borrowings and lines of credit
|
|
|
(94,435
|
)
|
|
|
(85,032
|
)
|
|
|
(69,025
|
)
|
Issuance of common stock
|
|
|
|
|
|
|
3
|
|
|
|
189
|
|
Proceeds from issuance of Preferred stock, net of costs
|
|
|
825
|
|
|
|
|
|
|
|
411
|
|
Payment of debt issuance costs
|
|
|
|
|
|
|
(1,304
|
)
|
|
|
|
|
Payment of loan amendment fees
|
|
|
(79
|
)
|
|
|
|
|
|
|
|
|
Payment of dividends to noncontrolling interest
|
|
|
|
|
|
|
(205
|
)
|
|
|
|
|
Payment of dividends on Preferred stock
|
|
|
(111
|
)
|
|
|
(110
|
)
|
|
|
(118
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
2,810
|
|
|
|
2,010
|
|
|
|
(2,012
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
164
|
|
|
|
(123
|
)
|
|
|
57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
1,202
|
|
|
|
(131
|
)
|
|
|
118
|
|
Cash and cash equivalents at beginning of period
|
|
|
598
|
|
|
|
729
|
|
|
|
611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
1,800
|
|
|
$
|
598
|
|
|
$
|
729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for interest
|
|
$
|
1,108
|
|
|
$
|
896
|
|
|
$
|
682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for income taxes
|
|
$
|
415
|
|
|
$
|
799
|
|
|
$
|
370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of non-cash investing and financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of preferred stock to common stock
|
|
$
|
450
|
|
|
$
|
55
|
|
|
$
|
1,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants issued in connection with new term loan
|
|
$
|
|
|
|
$
|
333
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants issued in connection with sale of
preferred stock
|
|
$
|
|
|
|
$
|
|
|
|
$
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in fair value of warrants due to modification
|
|
$
|
88
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of noncontrolling interest under short and long-term
debt obligations
|
|
$
|
2,950
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note receivable in connection with sale of DAC
|
|
$
|
|
|
|
$
|
|
|
|
$
|
344
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of convertible subordinated debenture
|
|
$
|
|
|
|
$
|
250
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of convertible subordinated debenture beneficial
conversion feature
|
|
$
|
|
|
|
$
|
54
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of equipment under capital lease obligation
|
|
$
|
27
|
|
|
$
|
21
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock dividends
|
|
$
|
205
|
|
|
$
|
195
|
|
|
$
|
180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
49
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
|
|
(1)
|
Organization
and Summary of Significant Accounting Policies
|
Organization
and Liquidity
DRI Corporation (DRI, Company,
we, our, or us) was
incorporated in 1983 as Digital Recorders, Inc. and became a
public company through an initial public offering in November
1994. In June 2007, our shareholders approved changing the
Companys name to DRI Corporation. DRIs common stock,
$.10 par value per share (the Common Stock),
trades on the NASDAQ Capital
Market®
under the symbol TBUS.
Through its business units and wholly owned subsidiaries, DRI
manufactures, sells, and services information technology and
surveillance technology products either directly or through
manufacturers representatives or distributors. DRI has
historically operated within two business segments: (1) the
transportation communications segment, and (2) the law
enforcement and surveillance segment. In April, 2007, the
Companys Digital Audio Corporation subsidiary
(DAC), which comprised all of the operations of the
law enforcement and surveillance segment, was divested and is
presented in the accompanying consolidated financial statements
and notes as discontinued operations. Accordingly, the
Companys continuing operations consist of one operating
segment. Customers include municipalities, regional
transportation districts, federal, state and local departments
of transportation, and original equipment manufacturers. The
Company markets primarily to customers located in North and
South America, Far East, Middle East, Asia, Australia, and
Europe.
Our liquidity is primarily measured by the borrowing
availability on our domestic and international revolving lines
of credit and is determined, at any point in time, by comparing
our borrowing base (generally, eligible accounts receivable
and/or
inventory) to the balances of our outstanding lines of credit.
Borrowing availability on our domestic and international lines
of credit is driven by several factors, including the timing and
amount of orders received from customers, the timing and amount
of customer billings, the timing of collections on such
billings, lead times and amounts of inventory purchases, and the
timing of payments to vendors, primarily on payments to vendors
from whom we purchase inventory. In addition to these factors,
in fiscal year 2010, we expect revenue growth in our domestic
and international markets and increased production efforts to
meet such growth to impact the borrowing availability on our
domestic and international lines of credit and may require us to
seek additional financing to support the working capital and
capital expenditure needs of our operations during fiscal year
2010. Historically, the Company has secured financing through
lending agreements with banks and other lenders, including
amending or extending existing lending agreements, and through
offerings of its equity securities. If additional financing is
required in fiscal year 2010, we believe we will be able to
secure financing through one of these sources on commercially
reasonable terms, though we can give no assurances of such.
Our consolidated financial statements as of and for the year
ended December 31, 2007 were prepared on a going concern
basis. At December 31, 2007, we had an outstanding note
payable with a principal balance of $500,000 which had a
maturity date of April 30, 2008. In addition, the Company
also had a revolving line of credit agreement for its domestic
operations that matured on June 30, 2008. On the date our
Annual Report on
Form 10-K
for the fiscal year ended December 31, 2007 was filed with
the SEC, the Company anticipated that it would not have
sufficient cash resources available to make payment in full on
the outstanding balance on the revolving line of credit. As
discussed in Note 9, on June 30, 2008, the revolving
line of credit was replaced with a line of credit and a term
loan, both maturing June 30, 2011.
Principles
of Consolidation
The consolidated financial statements include the accounts of
the Company and its majority-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in
consolidation.
50
Use of
Estimates
The preparation of financial statements in accordance with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
The Companys operations are affected by numerous factors
including, but not limited to, changes in laws, governmental
regulations, and technological advances. The Company cannot
predict if any of these factors might have a significant impact
upon the transportation communications industry in the future,
nor can it predict what impact, if any, the occurrence of these
or other events might have upon the Companys operations
and cash flows. Significant estimates and assumptions made by
management are used for, but not limited to, revenue
recognition, the allowance for doubtful accounts, the
obsolescence of certain inventory, the estimated useful lives of
long-lived and intangible assets, the recoverability of such
assets by their estimated future undiscounted cash flows, the
fair value of reporting units and indefinite life intangible
assets, the fair value of equity instruments and warrants, the
provision for income taxes, uncertain tax positions, valuation
allowances on deferred tax assets, and the allowance for
warranty claim reserves.
Cash
Equivalents
The Company considers all highly liquid investments with an
original maturity of three months or less to be cash
equivalents. At times, the Company places temporary cash
investments with high credit quality financial institutions in
amounts that may be in excess of FDIC insurance limits. During
2009, temporary cash investments were as high as
$1.9 million.
Revenue
Recognition
The Company recognizes revenue in accordance with SEC Staff
Accounting Bulletin No. 104, Revenue Recognition in
Financial Statements (SAB 104). SAB 104
sets forth guidelines on the timing of revenue recognition based
upon factors such as passage of title, purchase agreements,
established pricing and defined shipping and delivery terms. We
recognize revenue when all of the following criteria are met:
persuasive evidence that an arrangement exists; delivery of the
products or services has occurred; the selling price is fixed or
determinable and collectibility is reasonably assured. Even
though the Company receives customer sales orders that may
require scheduled product deliveries over several months, sales
are only recognized upon physical shipment of the product to the
customer, provided that all other criteria of revenue
recognition are met.
Multiple element arrangements in 2007 and
2008 The Companys transactions sometimes
involve multiple element arrangements in which significant
deliverables typically include hardware, installation services,
and other services. Under a typical multiple element
arrangement, the Company delivers the hardware to the customer
first, then provides services for the installation of the
hardware, followed by system
set-up
and/or data
services. Revenue under multiple element arrangements is
recognized in accordance with Accounting Standards Codification
(ASC) Topic
605-25,
Multiple-Element Arrangements. ASC Topic
605-25
provides that revenue arrangements with multiple elements should
be divided into separate units of accounting if certain criteria
are met and provides that fair value of each element is
established first by determining if
vendor-specific
objective evidence exists for that element.
Vendor-specific
objective evidence includes the price charged when the same
element is sold separately or, for an element not yet sold
separately, the price established by management with the
relevant authority. If
vendor-specific
objective evidence does not exist, then fair value can be
established by third party evidence of the selling price such as
competitors sales prices for the same or largely
interchangeable products or services to similar customers in
stand-alone sales. If there is objective and reliable evidence
of fair value for all units of accounting in an arrangement, the
arrangement consideration is allocated to the separate elements
based on their relative fair values (the relative fair value
method). In cases in which there is objective and reliable
evidence of the fair value of undelivered items in an
arrangement but no such evidence for the delivered items, the
amount of consideration allocated to the delivered items equals
the total arrangement consideration less the aggregate fair
value of the undelivered items (the residual method). In
substantially all of our multiple element arrangements, we
establish fair value of the hardware elements using
vendor-specific
objective evidence of sales of such hardware elements when
51
sold separately by the Company. We establish fair value for the
installation services element through third party evidence of
the sales price charged by competitors and others in our
industry for similar services. Certain multiple element
arrangements include the delivery of software. For these
arrangements, we establish fair value for the software
deliverables through third party evidence of the sales price
charged by competitors and others in our industry for similar
software. We have not been able to establish fair value for
system
set-up and
data services we deliver because we do not have vendor-specific
objective evidence of such services being sold separately or
third party evidence for such services, since we are the only
entity that can provide these specific services to our
customers. Under the provisions of ASC Topic
605-25, we
cannot separate the hardware elements and installation services
into separate units of accounting because we are unable to
establish fair value for the system
set-up
and/or data
services. Therefore on multiple element arrangements involving
system set-up/data service we defer revenue on delivery of the
hardware and installation services until the system
set-up/data
services are delivered to the customer.
Revenue from more complex or time-spanning projects within which
there are multiple deliverables including products, services,
and software are accounted for in accordance with ASC Topic
985-605,
Software Revenue Recognition. Under this standard
revenue is recognized over the life of the project based upon
meeting specific delivery or performance criteria.
Multiple element arrangements in 2009 In
October 2009, the Financial Accounting Standards Board issued
Accounting Standards Update (ASU)
2009-13,
which amends ASC Topic
605-25 to
require companies to allocate the overall consideration in
multiple-element arrangements to each deliverable by using a
best estimate of the selling price of individual deliverables in
the arrangement in the absence of vendor-specific objective
evidence or other third-party evidence of the selling price.
Additionally, ASU
2009-13
prohibits use of the residual method to allocate arrangement
consideration among units of accounting. ASU
2009-13 will
be effective prospectively for revenue arrangements entered into
or materially modified in fiscal years beginning on or after
June 15, 2010. However early adoption of ASU
2009-13 is
permitted and the Company has elected to adopt the provisions of
ASU 2009-13
as of January 1, 2009 on a prospective basis. Under the
provisions of ASU
2009-13, we
are able to use best estimate of selling price to establish fair
value for the system
set-up/data
services to be delivered to our customers in a multiple element
arrangement, for which vendor-specific objective evidence or
other third party evidence is not available. As a result, we are
able to separate the hardware and installation services elements
into separate units of accounting and recognize revenue on these
elements when they are delivered to the customer. In determining
the best estimate of selling price for the system
set-up/data
services, we primarily consider the costs incurred by the
Company in providing these services and our profit objective in
providing these services. We assume that if we were to sell
these services separately, we would price these services to
achieve a profit similar to the profit we generally realize on
the overall multiple element arrangements we enter into on a
regular basis.
In October 2009, the FASB also issued ASU
2009-14,
which amends ASC Topic
985-605 to
exclude from its requirements (a) non-software components
of tangible products and (b) software components of
tangible products that are sold, licensed, or leased with
tangible products when the software components and non-software
components of the tangible product function together to deliver
the tangible products essential functionality. Under ASU
2009-14, if
a multiple element arrangement includes a tangible product with
both essential and nonessential software components, the
arrangement consideration should first be allocated to the
software and nonsoftware components based on the relative
selling price method under ASC
605-25 as
amended by ASU
2009-13. An
entity then must apply the amended separation, measurement and
allocation guidance in ASC Topic
605-25 to
determine whether the nonsoftware items can be further separated
and if so, how to allocate the nonsoftware consideration to
those units of accounting. An entity must apply the guidance in
ASC Topic
985-605 to
determine whether the software components can be further
separated and if so, how to allocate and recognize revenue for
the units of accounting. ASU
2009-14 will
be effective prospectively for revenue arrangements entered into
or materially modified in fiscal years beginning on or after
June 15, 2010. However, early adoption of ASU
2009-14 is
permitted and the Company has elected to adopt the provisions of
ASU 2009-14
as of January 1, 2009 on a prospective basis.
During the year ended December 31, 2009, the Companys
only multiple element projects for which revenue recognition is
impacted by the provisions of ASU
2009-14
include sales of postcontract customer
52
support. On these projects, the arrangement consideration is
first allocated to the software and nonsoftware components based
on the relative selling price method under ASC 605-25, as
amended by ASU 2009-13. The hardware and installation services
are considered nonsoftware components and are separated,
measured and allocated under the provisions of ASC Topic
605-25, as
amended by ASU
2009-13, as
described above. While the software components are separated,
measured and allocated under the provisions of ASC
985-605,
which provides that vendor-specific objective evidence must
exist to establish fair value of all undelivered elements,
including the postcontract customer support. We have not been
able to establish fair value of postcontract customer support
through the existence of
vendor-specific
objective evidence. Under the provisions of ASC
985-605, for
contracts where postcontract customer support is sold, we are
required to defer revenue on the software components delivered
and recognize such revenue and the postcontract customer support
revenue over the postcontract customer support period. The
Company generally does not sell postcontract customer support in
multiple element arrangements and only one such arrangement in
2009 included the sale of postcontract customer support.
The impact of adoption of the provisions of ASU
2009-13 and
ASU 2009-14
as of January 1, 2009 on each of the quarters ended
March 31, 2009, June 30, 2009 and September 30,
2009 previously reported is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31, 2009
|
|
|
June 30, 2009
|
|
|
September 30, 2009
|
|
|
|
As
|
|
|
As
|
|
|
As
|
|
|
As
|
|
|
As
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjusted
|
|
|
Reported
|
|
|
Adjusted
|
|
|
Reported
|
|
|
Adjusted
|
|
|
|
(In thousands, except per share amounts)
|
|
|
|
(Unaudited)
|
|
|
Net sales
|
|
$
|
13,265
|
|
|
$
|
13,202
|
|
|
$
|
21,514
|
|
|
$
|
21,514
|
|
|
$
|
21,606
|
|
|
$
|
21,555
|
|
Income (loss) from continuing operations before income tax
expense
|
|
|
(1,270
|
)
|
|
|
(1,333
|
)
|
|
|
1,004
|
|
|
|
1,004
|
|
|
|
1,336
|
|
|
|
1,298
|
|
Net income (loss) attributable to DRI Corporation
|
|
|
(1,010
|
)
|
|
|
(1,073
|
)
|
|
|
1,153
|
|
|
|
1,153
|
|
|
|
960
|
|
|
|
922
|
|
Net income (loss) per basic share applicable to common
shareholders
|
|
$
|
(0.09
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
|
$
|
0.07
|
|
Net income (loss) per diluted share applicable to common
shareholders
|
|
$
|
(0.09
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
June 30, 2009
|
|
|
September 30, 2009
|
|
|
|
|
|
|
|
|
|
As
|
|
|
As
|
|
|
As
|
|
|
As
|
|
|
|
|
|
|
|
|
|
Reported
|
|
|
Adjusted
|
|
|
Reported
|
|
|
Adjusted
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
34,779
|
|
|
$
|
34,716
|
|
|
$
|
56,385
|
|
|
$
|
56,271
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income tax
expense
|
|
|
(266
|
)
|
|
|
(329
|
)
|
|
|
1,070
|
|
|
|
969
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to DRI Corporation
|
|
|
143
|
|
|
|
80
|
|
|
|
1,103
|
|
|
|
1,002
|
|
|
|
|
|
|
|
|
|
Net income (loss) per basic share applicable to common
shareholders
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
0.08
|
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
Net income (loss) per diluted share applicable to common
shareholders
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
0.08
|
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
During the fourth quarter, within the performance of our
year-end financial reporting process, we identified certain
adjusting journal entries that impact the amounts previously
reported during the first three quarters of 2009. These entries
relate to (1) revenue recognized on multiple element
arrangements prior to the adoption of ASU 2009-13 and ASU
2009-14, described above, as well as (2) certain revenue
recognition and
53
foreign currency translation items in Mobitec Brazil Ltda.
Following is a summary of the impact of these entries on
previously reported interim periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
|
March 31, 2009
|
|
|
June 30, 2009
|
|
|
|
|
|
|
Multiple
|
|
|
|
|
|
|
|
|
|
|
|
Multiple
|
|
|
|
|
|
|
|
|
|
As
|
|
|
Element
|
|
|
Mobitec
|
|
|
As
|
|
|
As
|
|
|
Element
|
|
|
Mobitec
|
|
|
As
|
|
|
|
Reported
|
|
|
Revenue
|
|
|
Brazil Ltda.
|
|
|
Adjusted
|
|
|
Reported
|
|
|
Revenue
|
|
|
Brazil Ltda.
|
|
|
Adjusted
|
|
|
|
|
|
|
(In thousands) (Unaudited)
|
|
|
|
|
|
|
|
|
(In thousands) (Unaudited)
|
|
|
|
|
|
Net sales
|
|
$
|
13,265
|
|
|
$
|
(388
|
)
|
|
$
|
(22
|
)
|
|
$
|
12,855
|
|
|
$
|
21,514
|
|
|
$
|
(154
|
)
|
|
$
|
(9
|
)
|
|
$
|
21,351
|
|
Income (loss) from continuing operations before income tax
expense
|
|
|
(1,270
|
)
|
|
|
(98
|
)
|
|
|
91
|
|
|
|
(1,277
|
)
|
|
|
1,004
|
|
|
|
(98
|
)
|
|
|
(54
|
)
|
|
|
852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
September 30, 2009
|
|
|
|
|
|
|
Multiple
|
|
|
|
|
|
|
|
|
|
As
|
|
|
Element
|
|
|
Mobitec
|
|
|
As
|
|
|
|
Reported
|
|
|
Revenue
|
|
|
Brazil Ltda.
|
|
|
Adjusted
|
|
|
|
|
|
|
(In thousands) (Unaudited)
|
|
|
|
|
|
Net sales
|
|
$
|
21,606
|
|
|
$
|
(115
|
)
|
|
$
|
(110
|
)
|
|
$
|
21,381
|
|
Income (loss) from continuing operations before income tax
expense
|
|
|
1,336
|
|
|
|
(268
|
)
|
|
|
(129
|
)
|
|
|
939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Nine Months Ended
|
|
|
|
June 30, 2009
|
|
|
September 30, 2009
|
|
|
|
|
|
|
Multiple
|
|
|
|
|
|
|
|
|
|
|
|
Multiple
|
|
|
|
|
|
|
|
|
|
As
|
|
|
Element
|
|
|
Mobitec
|
|
|
As
|
|
|
As
|
|
|
Element
|
|
|
Mobitec
|
|
|
As
|
|
|
|
Reported
|
|
|
Revenue
|
|
|
Brazil Ltda.
|
|
|
Adjusted
|
|
|
Reported
|
|
|
Revenue
|
|
|
Brazil Ltda.
|
|
|
Adjusted
|
|
|
|
|
|
|
(In thousands) (Unaudited)
|
|
|
|
|
|
|
|
|
(In thousands) (Unaudited)
|
|
|
|
|
|
Net sales
|
|
$
|
34,779
|
|
|
$
|
(542
|
)
|
|
$
|
(31
|
)
|
|
$
|
34,206
|
|
|
$
|
56,385
|
|
|
$
|
(657
|
)
|
|
$
|
(141
|
)
|
|
$
|
55,587
|
|
Income (loss) from continuing operations before income tax
expense
|
|
|
(266
|
)
|
|
|
(196
|
)
|
|
|
37
|
|
|
|
(425
|
)
|
|
|
1,070
|
|
|
|
(464
|
)
|
|
|
(92
|
)
|
|
|
514
|
|
Revenue recognized under multiple element arrangements was 4.8%
of consolidated revenue in 2009. As described above, the Company
adopted new guidance related to multiple element revenue
recognition, effective January 1, 2009. We believe the
presentation of 2009 interim period results under the previous
accounting guidance, reflecting the adjustments above is not
meaningful. Additionally, we have concluded the impact of
adopting this new guidance does not result in operating results
that are materially different from those previously reported,
either individually or when combined with the impact of the
Mobitec Brazil Ltda. items.
Service revenues are recognized upon completion of the services
and include product repair not under warranty, city route
mapping, product installation, training, consulting to transit
authorities, and funded research and development projects.
Service revenues were less than 3% of total revenue for 2009,
2008, and 2007.
We generate a significant portion of our sales from a relatively
small number of key customers, the composition of which may vary
from year to year. Historically, such key customers have been
transit bus original equipment manufacturers. In 2009, 2008 and
2007, our top five customers accounted for 36.0%, 33.4%, and
21.3%, respectively, of total annual sales. As of and for the
year ended December 31, 2009, there were no customers to
whom net sales comprised at least 10% of consolidated net sales
or who had accounts receivable balances greater than 10% of
consolidated accounts receivable. For the year ended
December 31, 2008, there was one customer, a transit bus
original equipment manufacturer, to whom net sales comprised
10.8% of consolidated net sales. Two customers had accounts
receivable balances representing 17.2% and
54
11.8%, respectively, of consolidated accounts receivable at
December 31, 2008. For the year ended December 31,
2007, there were no customers to whom net sales comprised at
least 10% of consolidated net sales. Because we sell our
products to a limited set of customers, we can experience
concentration of revenue with related credit risk, both of which
are a function of the orders we receive in any given period of
time. Loss of one or more of these key customers could have an
adverse impact, possibly material, on the Company.
Sales
Taxes
Sales taxes and other taxes collected from customers and
remitted to governmental authorities are presented on a net
basis and, as such, are excluded from revenues.
Trade
Accounts Receivable
The Company routinely assesses the financial strength of its
customers and, as a consequence, believes that its trade
receivable credit risk exposure is limited. Trade receivables
are carried at original invoice amount less an estimate provided
for doubtful receivables, based upon a review of all outstanding
amounts on a monthly basis. An allowance for doubtful accounts
is provided for known and anticipated credit losses, as
determined by management in the course of regularly evaluating
individual customer receivables. This evaluation takes into
consideration a customers financial condition and credit
history, as well as current economic conditions. Trade
receivables are written off when deemed uncollectible.
Recoveries of trade receivables previously written off are
recorded when received. No interest is charged on customer
accounts.
Inventories
Inventories are valued at the lower of cost or market, using
standard costs, which approximates the
first-in,
first-out (FIFO) method. Our evaluation of inventory
obsolescence involves an approach that incorporates both recent
historical information and management estimates of trends. Our
approach is intended to take into consideration potential excess
and obsolescence in relation to our installed base, engineering
changes, uses for components in other products, return rights
with vendors and
end-of-life
manufacture.
Property
and Equipment
Property and equipment are recorded at cost and depreciated over
their estimated useful lives using the straight-line method.
Property and equipment subject to capital leases are depreciated
over the lesser of the term of the lease or the estimated useful
life of the asset. Upon retirement or sale, the cost of assets
disposed of and the related accumulated depreciation are removed
from the accounts and any resulting gain or loss is credited or
charged to income. Repair and maintenance costs are expensed as
incurred.
Goodwill
and Indefinite Life Intangible Assets
Goodwill is tested annually for impairment, or more frequently
if events or changes in circumstances indicate that the assets
might be impaired. Management has determined the Company does
not have indefinite life intangible assets, other than goodwill.
For goodwill, the impairment evaluation includes a comparison of
the carrying value of the reporting unit (including goodwill) to
that reporting units fair value. If the reporting
units estimated fair value exceeds the reporting
units carrying value, no impairment of goodwill exists. If
the fair value of the reporting unit does not exceed the
units carrying value, then an additional analysis is
performed to allocate the fair value of the reporting unit to
all of the assets and liabilities of that unit as if that unit
had been acquired in a business combination. If the implied fair
value of the reporting unit goodwill is less than the carrying
value of the units goodwill, an impairment charge is
recorded for the difference. To date, management has determined
that no impairment of goodwill exists.
55
Intangible
Assets
Intangible assets consist primarily of a listing of customer
relationships recorded as part of the acquisition of Mobitec.
Intangible assets are amortized using a straight-line method
over 15 years. The Company periodically evaluates the
recoverability of its intangible assets. If facts and
circumstances suggest that the intangible assets will not be
recoverable, as determined based upon the undiscounted cash
flows expected to be generated, the carrying value of the
intangible assets will be reduced to its fair value (estimated
discounted future cash flows). To date, management has
determined that no impairment of intangible assets exists.
Research
and Development Costs
Research and development costs relating principally to product
development are charged to operations as incurred. Research and
development costs were $552,000, $974,000 and $1.1 million
in 2009, 2008, and 2007 respectively. Upon the establishment of
technological feasibility, the Company capitalizes salaries and
related costs of certain engineering personnel incurred in the
development of software. In addition, the Company capitalizes
material interest costs incurred during the period of software
development. The amounts capitalized were $2.1 million,
$1.5 million and $669,000 in 2009, 2008 and 2007,
respectively. These amounts include interest costs of $71,000
and $77,000 in 2009 and 2008, respectively. No interest costs
were capitalized in 2007.
Advertising
Costs
Advertising costs are charged to operations as incurred.
Advertising costs were $463,000, $223,000 and $218,000 in 2009,
2008, and 2007, respectively.
Shipping
and Handling Fees and Costs
The Company includes in net sales all shipping and handling fees
billed to customers. Shipping and handling costs associated with
outbound freight are included in cost of sales and totaled
$1.3 million, $1.1 million and $827,000 in 2009, 2008,
and 2007, respectively.
Stock-Based
Compensation
Stock-based compensation cost is measured at the grant date
based on the fair value of the award and is recognized as
expense over the requisite service period, which is the vesting
period. Stock-based compensation costs for stock options are
recognized on a straight-line basis.
Foreign
Currency
The local currency of each of the countries of the operating
foreign subsidiaries is considered to be the functional
currency. Assets and liabilities of these foreign subsidiaries
are translated into U.S. dollars using the exchange rates
in effect at the balance sheet date. Results of operations are
translated using the average exchange rate prevailing throughout
the year. The effects of unrealized exchange rate fluctuations
on translating foreign currency assets and liabilities into
U.S. dollars are accumulated as the cumulative translation
adjustment included in accumulated comprehensive income (loss)
in shareholders equity. Realized gains and losses on
foreign currency transactions, if any, are included in operating
results for the period.
These gains and losses resulted from trade and intercompany
accounts receivable and accounts payable denominated in foreign
currencies and foreign loans and notes payable denominated in
U.S. dollars. The amounts of gains for the years ended
December 31, 2009, 2008, and 2007 were $531,000, $558,000,
and $210,000, respectively.
Income
Taxes
Deferred taxes are provided on a liability method whereby
deferred tax assets are recognized for deductible temporary
differences and operating loss and tax credit carryforwards and
deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between
the
56
reported amounts of assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for
the effects of changes in tax laws and rates on the date of
enactment.
The Company recognizes a tax benefit associated with an
uncertain tax position when, in our judgment, it is more likely
than not that the position will be sustained upon examination by
a taxing authority. For a tax position that meets the
more-likely-than-not recognition threshold, management initially
and subsequently measure the tax benefit as the largest amount
that they judge to have a greater than 50% likelihood of being
realized upon ultimate settlement with a taxing authority. The
liability associated with unrecognized tax benefits is adjusted
periodically due to changing circumstances, such as the progress
of tax audits, case law developments and new or emerging
legislation. Such adjustments are recognized entirely in the
period in which they are identified. The effective tax rate
includes the net impact of changes in the liability for
unrecognized tax benefits and subsequent adjustments as
considered appropriate by management.
Fair
Value of Assets and Liabilities
In September 2006, the FASB issued ASC Topic
820-10,
which is effective for fiscal years beginning after
November 15, 2007 and for interim periods within those
years. The Company adopted ASC Topic
820-10
beginning January 1, 2008 with the exception of the
application of the statement to non-recurring non-financial
assets and non-financial liabilities. Under the provisions of
ASC Topic
820-10-15,
the Company adopted ASC Topic
820-10 as it
relates to non-financial assets and liabilities on
January 1, 2009. ASC Topic
820-10
defines fair value, establishes a framework for measuring fair
value and expands the related disclosure requirements. This
statement applies under other accounting pronouncements that
require or permit fair value measurements and establishes a fair
value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value into three broad levels
which distinguish between assumptions based on market data
(observable inputs) and the Companys assumptions
(unobservable inputs). The level in the fair value hierarchy
within which the respective fair value measurement falls is
determined based on the lowest level input that is significant
to the measurement in its entirety. Level 1 inputs are
quoted market prices in active markets for identical assets or
liabilities, Level 2 inputs are other than quotable market
prices included in Level 1 that are observable for the
asset or liability either directly or indirectly through
corroboration with observable market data. Level 3 inputs
are unobservable inputs for the assets or liabilities that
reflect managements own assumptions about the assumptions
market participants would use in pricing the asset or liability.
The Company does not engage in hedging activities and
historically has not used derivative instruments. In conjunction
with a loan agreement pursuant to which a $5.0 million term
loan was obtained in June 2008, the Company issued the lender
warrants to purchase up to 350,000 shares of the
Companys Common Stock. These warrants were determined to
be a derivative instrument based on the clarification within ASC
Topic
815-40.
Pursuant to the adoption of new accounting requirements, as of
January 1, 2009, the fair value of these warrants was
reclassified from equity to a current liability and a cumulative
effect adjustment to retained earnings of $292,000 was recorded
for the change in the fair value of the warrants. Through
June 30, 2009, the fair value of the warrants were
periodically remeasured using a Black-Scholes valuation model
with Level 1 and Level 2 inputs and changes in fair
value of the warrants were recognized in other income (loss) in
the consolidated financial statements. Effective July 1,
2009, at which time the warrants had a fair value of $207,000,
an amendment was executed to the warrant agreement (see
Note 14 for further discussion of this amendment) which
resulted in the classification of these warrants changing from a
derivative instrument to an equity instrument. Accordingly, at
July 1, 2009, the fair value of these warrants was
reclassified from accrued expenses and other current liabilities
to additional paid-in capital in the accompanying consolidated
balance sheet and, as of July 1, 2009, periodic
remeasurement of the fair value of the warrants is no longer
required. For the year ended December 31, 2009, other
income (loss) of approximately ($110,000) was recorded to
recognize the change in fair value of these warrants.
The Companys only non-financial asset evaluated using fair
value measurements on a recurring basis is goodwill. This
non-financial asset is evaluated for impairment annually on the
Companys measurement date at the reporting unit level
using Level 3 inputs. For most assets, including goodwill,
ASC Topic
820-10
57
requires that the impact of changes resulting from its
application be applied prospectively in the year in which the
statement is initially applied. The Companys measurement
date for its goodwill is December 31, 2009. As of that
date, it was determined no impairment existed and no events have
occurred subsequent to December 31, 2009 that would
indicate an impairment of goodwill has occurred.
Fair
Value of Financial Instruments
The fair value of a financial instrument is the amount at which
the instrument could be exchanged between willing parties other
than in a forced sale or liquidation. We believe the carrying
values of cash and cash equivalents, accounts receivable,
accounts payable and accrued expenses and other current
liabilities approximate their estimated fair values at
December 31, 2009 due to their short maturities. We believe
the carrying value of our lines of credit and loans payable
approximate the estimated fair value for debt with similar
terms, interest rates, and remaining maturities currently
available to companies with credit ratings similar to the
Company at December 31, 2009. As of December 31, 2009,
the carrying value and estimated fair value of our long-term
debt were $7.3 million and $6.5 million, respectively.
The estimate of fair value of our long-term debt is based on
debt with similar terms, interest rates, and remaining
maturities currently available to companies with similar credit
ratings at December 31, 2009.
Product
Warranties
The Company provides a limited warranty for its products,
generally for periods of one to five years. The Companys
standard warranties require the Company to repair or replace
defective products during such warranty period at no cost to the
customer. The Company estimates the costs that may be incurred
under its basic limited warranty and records a liability in the
amount of such costs at the time product sales are recognized.
Factors that affect the Companys warranty liability
include the number of units sold, historical and anticipated
rates of warranty claims, and cost per claim. The Company
periodically assesses the adequacy of its recorded warranty
liabilities and adjusts the amounts as necessary.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Balance at beginning of period
|
|
$
|
495
|
|
|
$
|
491
|
|
|
$
|
384
|
|
Additions charged to costs and expenses
|
|
|
399
|
|
|
|
236
|
|
|
|
225
|
|
Deductions
|
|
|
(156
|
)
|
|
|
(164
|
)
|
|
|
(135
|
)
|
Foreign exchange translation (gain) loss
|
|
|
67
|
|
|
|
(68
|
)
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
805
|
|
|
$
|
495
|
|
|
$
|
491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recent
Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board
(FASB) issued ASC Topic 105, Generally
Accepted Accounting Principles, (formerly referred to as
SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles). ASC Topic 105 establishes the ASC as the
source of authoritative principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of
financial statements in conformity with generally accepted
accounting principles (GAAP). Rules and interpretive
releases of the SEC under authority of federal securities laws
are also sources of authoritative GAAP for SEC registrants. ASC
Topic 105 is effective for financial statements issued for
interim and annual periods ending after September 15, 2009.
The adoption of ASC Topic 105 did not have a material impact on
our consolidated financial statements for the year ended
December 31, 2009.
On February 12, 2008, the FASB issued ASC Topic
820-10-15,
Fair Value Measurements and Disclosures, (formerly
referred to as FASB Staff Position (FSP)
No. FAS 157-2,
Effective date of FASB Statement No. 157),
which delayed the effective date of ASC Topic
820-10,
(formerly referred to as SFAS No. 157), for all
nonfinancial assets and nonfinancial liabilities, except those
that are recognized or disclosed at fair value in the financial
statements on at least an annual basis, until 2009. The Company
adopted the provisions of ASC Topic
820-10 for
nonfinancial assets and nonfinancial liabilities effective
January 1,
58
2009. The adoption of ASC Topic
820-10 with
respect to nonfinancial assets and nonfinancial liabilities did
not have a significant impact on our results of operations or
financial condition.
In December 2007, the FASB issued ASC Topic
805-10,
Business Combinations, (formerly referred to as
SFAS No. 141(R)). ASC Topic
805-10
retains the underlying concepts of prior guidance in that all
business combinations are still required to be accounted for at
fair value under the acquisition method of accounting; but ASC
Topic 805-10
changed the method of applying the acquisition method in a
number of significant aspects. ASC Topic
805-10
requires companies to recognize, with certain exception, 100% of
the fair value of the assets acquired, liabilities assumed and
non-controlling interest in acquisitions of less than 100%
controlling interest when the acquisition constitutes a change
in control; measure acquirer shares issued as consideration for
a business combination at fair value on the date of the
acquisition; recognize contingent consideration arrangements at
their acquisition date fair value, with subsequent change in
fair value generally reflected in earnings; recognition of
reacquisition loss and gain contingencies at their acquisition
date fair value; and expense, as incurred, acquisition related
transaction costs. We adopted the provisions of ASC Topic
805-10
effective January 1, 2009 and accounted for the acquisition
of the remaining 50% interest in Mobitec Brazil Ltda under the
provisions of ASC Topic
805-10 (see
Note 2 to the accompanying consolidated financial
statements for further discussion of this acquisition).
In December 2007, the FASB issued ASC Topic
810-10-65,
Consolidation, (formerly referred to as
SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of ARB
51). ASC Topic
810-10-65
establishes new standards that govern the accounting for and
reporting of (1) noncontrolling interest in partially-owned
consolidated subsidiaries and (2) loss of control of
subsidiaries. ASC Topic
810-10-65
requires that entities provide sufficient disclosures that
clearly identify and distinguish between the interests of the
parent and the interest of the noncontrolling owners separately
within the consolidated statement of position within equity, but
separate from the parents equity and separately on the
face of the consolidated income statement. Further, changes in a
parents ownership interest while the parent retains its
controlling financial interest in its subsidiary should be
accounted for consistently and when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in
the former subsidiary should be initially measured at fair
value. We adopted the provisions of ASC Topic
810-10-65
effective January 1, 2009 and accounted for the acquisition
of the remaining 50% interest in Mobitec Brazil Ltda under the
provisions of ASC Topic
810-10-65
(see Note 2 to the accompanying consolidated financial
statements for further discussion of this acquisition). The
adoption of ASC Topic
810-10-65
impacted the accompanying consolidated financial statements for
all periods presented as follows:
|
|
|
|
|
The noncontrolling interests in our subsidiaries of which we
have less than 100% ownership have been reclassified to
shareholders equity.
|
|
|
|
Consolidated net income (loss) has been adjusted to include the
net income (loss) attributed to the noncontrolling interest in
our subsidiaries of which we have less than 100% ownership.
|
|
|
|
Consolidated comprehensive income (loss) has been adjusted to
include the comprehensive income (loss) attributed to the
noncontrolling interest in our subsidiaries of which we have
less than 100% ownership.
|
|
|
|
We have disclosed for each reporting period the amounts of
consolidated income (loss) attributed to the Company and the
noncontrolling interest in our subsidiaries of which we have
less than 100% ownership. In addition, for each reporting period
we have presented a reconciliation at the beginning and end of
the period of the carrying amount of equity attributable to the
Company and noncontrolling interest in our subsidiaries of which
we have less than 100% ownership.
|
In March 2008, the FASB issued ASC Topic
815-10,
Derivatives and Hedging, (formerly referred to as
SFAS No. 161 Disclosures about Derivative
Instruments and Hedging Activities, an Amendment of FASB
Statement No. 133), which is effective on a
prospective basis for fiscal years and interim periods beginning
after November 15, 2008. ASC Topic
815-10 is
intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand such
effects on financial position, financial performance and cash
flow. We adopted the provisions of ASC
59
Topic 815-10
effective January 1, 2009. The adoption of ASC Topic
815-10 did
not have a material impact on our results of operations or
financial condition.
In April 2008, the FASB issued ASC Topic
350-30-65,
Intangibles-Goodwill and Other, (formerly referred
to as FSP
FAS 142-3,Determination
of the Useful Life of Intangible Assets) ASC Topic
350-30-65
amends the factors that should be considered in developing
renewal or extension assumptions used to determine the useful
life of a recognized intangible asset. ASC Topic
350-30-65 is
effective for fiscal years beginning after December 15,
2008. We adopted the provisions of ASC Topic
350-30-65
effective January 1, 2009. The adoption of ASC Topic
350-30-65
did not have a material impact on our results of operations or
financial condition.
In June 2008, the FASB issued ASC Topic
815-40,
Derivatives and Hedging: Contracts in Entitys Own
Equity, (formerly referred to as Emerging Issues Task
Force (EITF) Issue
No. 07-5,
Determining Whether an Instrument (or Embedded Feature) Is
Indexed to an Entitys Own Stock). ASC Topic
815-40
clarifies the determination of whether an instrument (or an
embedded feature) is indexed to an entitys own stock,
which would qualify as a scope exception under ASC Topic
815-10-15
(formerly referred to as SFAS No. 133,
Accounting for Derivative Instruments and Hedging
Activities). ASC Topic
815-40 is
effective for financial statements issued for fiscal years
beginning after December 15, 2008. In conjunction with a
loan agreement pursuant to which a $5.0 million term loan
was obtained in June 2008, the Company issued the lender
warrants to purchase up to 350,000 shares of our Common
Stock. These warrants were determined to be a derivative
instrument based on the clarification within ASC Topic
815-40. As
of January 1, 2009, the fair value of these warrants was
reclassified from equity to a current liability and a cumulative
effect adjustment to retained earnings was recorded for the
change in the fair value of the warrants. During the period in
which the warrants are classified as a liability, the fair value
of the warrants will be periodically remeasured with any changes
in value recognized in other income (loss) in the consolidated
financial statements. See the Fair Value of Assets and
Liabilities section of Note 1 to the accompanying
consolidated financial statements for further discussion of
accounting treatment of these warrants.
In May 2009, the FASB issued ASC Topic
855-10,
Subsequent Events, (formerly referred to as
SFAS No. 165, Subsequent Events) which was
amended in February 2010. ASC Topic
855-10
establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued.
ASC Topic
855-10 is
effective for interim or annual financial periods ending after
June 15, 2009. The adoption of ASC Topic
855-10, as
amended, did not have an impact on our consolidated financial
statements for the year ended December 31, 2009, as it is
our continuing policy to evaluate subsequent events through the
date our financial statements are issued. For the year ended
December 31, 2009, we have evaluated subsequent events
through April 15, 2010, which is the date our financial
statements were issued and filed with the SEC.
Pursuant to terms of a Quota Purchase Agreement entered into on
July 22, 2009 and amended September 17, 2009, (the
Purchase Agreement) Mobitec EP acquired the
remaining fifty percent (50%) of the issued and outstanding
interests of Mobitec Brazil for an aggregate consideration of
US$2.95 million. Payment of the consideration is separated
into (a) US$1.0 million payable within 10 days of
the official registration of the transfer of interests to
Mobitec EP with the Brazilian governmental Board of Trade and
(b) a promissory note for US$1.95 million (the
Promissory Note). Per terms of the Purchase
Agreement, as amended, the acquisition by Mobitec EP of the
remaining fifty percent (50%) of the interests of Mobitec Brazil
is effective July 1, 2009, the date upon which the Company
assumed full control of the business. The official registration
of the transfer of interests with the governmental Board of
Trade occurred on November 16, 2009 and payment of
US$1.0 million under terms of the Purchase Agreement was
made on November 19, 2009.
In order to enter into the Purchase Agreement and the related
transactions, on August 7, 2009, the Borrowers (as defined
in Note 9) and DRI (collectively, the Loan
Parties), entered into the Third Amendment to the BHC
Agreement (the Loan Amendment) with BHC. The Loan
Amendment, among other
60
things, consents to and permits (a) the acquisition of the
50% interests of Mobitec Brazil by Mobitec EP, (b) the
conveyance by Mobitec AB to Mobitec EP of the interests of
Mobitec Brazil representing fifty percent (50%) of the issued
and outstanding interests of Mobitec Brazil owned by Mobitec AB,
and (c) the subsequent merger of Mobitec EP with and into
Mobitec Brazil.
The Promissory Note is unsecured and obligates Mobitec EP to
make twelve (12) successive fixed quarterly principal
payments of $162,500 within thirty (30) days after the
close of each calendar quarter with the last quarterly principal
payment due within thirty (30) days after the close of the
quarter ending September 30, 2012. The unpaid principal
balance of the Promissory Note bears simple interest at a rate
of five percent (5%) per annum, which will be payable quarterly
on each date on which a quarterly principal payment is due.
Mobitec EP will have the right, at its discretion, with certain
interest rate provisions applied, to not make up to two such
quarterly principal payments, provided such two quarterly
principal payments are not consecutive (with such amounts to
bear interest therefrom at a rate of nine percent (9%) per
annum) and to defer such quarterly principal payments to the end
date of the Promissory Note. The principal balance of
$1.95 million outstanding on the Promissory Note at
December 31, 2009 is included in long-term debt in the
accompanying consolidated balance sheet.
In accordance with ASC Topic
810-10-65,
effective July 1, 2009, we recorded the acquisition of the
50% interests in Mobitec Brazil, as described herein, as an
equity transaction, whereby the difference between the aggregate
consideration of $2.95 million and the carrying value of
non-controlling interests in Mobitec Brazil as of July 1,
2009 of $243,000 was recorded as additional paid-in capital.
|
|
(3)
|
Discontinued
Operations
|
On April 30, 2007 (the Closing Date), the
Company and DAC entered into a Share Purchase Agreement (the
Purchase Agreement) with Dolphin Direct Equity
Partners, LP (Dolphin), a Delaware limited
partnership, pursuant to which Dolphin acquired all of
DACs issued and outstanding shares of common stock for an
aggregate purchase price of approximately $1.4 million (the
Purchase Price). Dolphin is an affiliate of Dolphin
Offshore Partners, L.P., the beneficial owner of 9.9% of our
issued and outstanding Common Stock as of the Closing Date.
Dolphin paid $1.1 million of the Purchase Price on the
Closing Date. The remainder of the Purchase Price is reflected
in a promissory note issued to the Company in the original
principal amount of $344,000 (the Promissory Note),
payable in four equal annual installments of $86,000. Interest
on the promissory note is payable semi-annually at the prime
rate as published by the Wall Street Journal. The Promissory
Note is reflected in the accompanying consolidated balance sheet
as a note receivable. Additionally, pursuant to terms of the
Purchase Agreement, the Company retained the exclusive right to
purchase DACs products for resale in the United States for
the two-year period following the Closing Date. No gain or loss
was recorded by the Company on this transaction.
In accordance with ASC Topic
205-20,
Discontinued Operations, this segment of the
business is reported as discontinued operations and,
accordingly, income and losses from discontinued operations have
been reported separately from continuing operations. Amounts
reported in prior periods have been retroactively adjusted in
the accompanying consolidated statements of operations to remove
them from their historical classifications to conform with this
presentation. Net sales and income (loss) before income tax
expense from discontinued operations for the year ended
December 31, 2007 was as follows:
|
|
|
|
|
|
|
Year Ended
|
|
|
December 31,
|
|
|
2007
|
|
|
(In thousands)
|
|
Net sales
|
|
$
|
239
|
|
Loss before income tax expense
|
|
|
(219
|
)
|
DAC comprised all of the operations of the law enforcement and
surveillance segment of the Company. As a result of the
divestiture of DAC, the Company has only one business segment,
the transportation communications segment.
61
|
|
(4)
|
Goodwill
and Other Intangible Assets
|
The Company recorded goodwill in connection with its acquisition
of Mobitec. The Company completed its annual goodwill impairment
evaluations as of December 31, 2009 and has concluded that
no impairment exists. Therefore, as a result of this impairment
evaluation and impairment evaluations as of December 31,
2008 and 2007 completed in prior years, no impairment charges
were recorded during the years ended December 31, 2009,
2008, and 2007.
The change in the carrying amount of goodwill for the years
ended December 31, 2009, 2008, and 2007 is as follows:
|
|
|
|
|
|
|
(In thousands)
|
|
|
Balance as of January 1, 2007
|
|
$
|
10,289
|
|
Effect of exchange rates
|
|
|
744
|
|
|
|
|
|
|
Balance as of December 31, 2007
|
|
|
11,033
|
|
Effect of exchange rates
|
|
|
(1,999
|
)
|
|
|
|
|
|
Balance as of December 31, 2008
|
|
|
9,034
|
|
Effect of exchange rates
|
|
|
759
|
|
|
|
|
|
|
Balance as of December 31, 2009
|
|
$
|
9,793
|
|
|
|
|
|
|
The composition of the Companys intangible assets and the
associated accumulated amortization as of December 31, 2009
and 2008 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
December 31, 2009
|
|
|
December 31, 2008
|
|
|
|
Average
|
|
|
Gross
|
|
|
|
|
|
Net
|
|
|
Gross
|
|
|
|
|
|
Net
|
|
|
|
Remaining Life
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
|
(Years)
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
|
(In thousands)
|
|
|
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents and development costs
|
|
|
0.0
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
|
|
Customer lists
|
|
|
6.55
|
|
|
|
1,666
|
|
|
|
938
|
|
|
|
728
|
|
|
|
1,550
|
|
|
|
769
|
|
|
|
781
|
|
Resale rights to DAC products
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58
|
|
|
|
49
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,666
|
|
|
$
|
938
|
|
|
$
|
728
|
|
|
$
|
1,618
|
|
|
$
|
828
|
|
|
$
|
790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate amount of amortization expense for the years ended
December 31, 2009, 2008, and 2007 was $115,000, $151,000,
and $138,000, respectively. Amortization expense for the five
succeeding years is estimated to be $111,000 for each of the
years ending December 31, 2010 through December 31,
2014.
The difference in the gross carrying amount from 2008 to 2009 is
due to fluctuations in foreign currencies.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Trade accounts receivable
|
|
$
|
18,465
|
|
|
$
|
12,582
|
|
Less: allowance for doubtful accounts
|
|
|
(273
|
)
|
|
|
(179
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
18,192
|
|
|
$
|
12,403
|
|
|
|
|
|
|
|
|
|
|
62
|
|
(6)
|
Property
and Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
|
|
Depreciable
|
|
December 31,
|
|
|
|
Lives (Years)
|
|
2009
|
|
|
2008
|
|
|
|
|
|
(In thousands)
|
|
|
Leasehold improvements
|
|
3 - 10
|
|
$
|
306
|
|
|
$
|
286
|
|
Automobiles
|
|
4 - 6
|
|
|
387
|
|
|
|
13
|
|
Computer and telecommunications equipment
|
|
2 - 5
|
|
|
1,137
|
|
|
|
976
|
|
Software
|
|
5
|
|
|
7,163
|
|
|
|
4,592
|
|
Test equipment
|
|
3 - 7
|
|
|
144
|
|
|
|
124
|
|
Furniture and fixtures
|
|
2 - 10
|
|
|
2,331
|
|
|
|
2,490
|
|
Software projects in progress
|
|
|
|
|
1,245
|
|
|
|
1,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,713
|
|
|
|
9,873
|
|
Less accumulated depreciation and amortization
|
|
|
|
|
7,447
|
|
|
|
6,266
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and equipment, net
|
|
|
|
$
|
5,266
|
|
|
$
|
3,607
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate amount of depreciation and amortization expense
for the years ended December 31, 2009, 2008, and 2007 was
$1.0 million, $933,000, and $1.1 million, respectively.
The Company has $3.0 million and $1.3 million in
unamortized computer software costs as of December 31, 2009
and 2008, respectively. The expense related to the amortization
of capitalized computer software costs for the years ended
December 31, 2009, 2008, and 2007, which is included in the
depreciation and amortization amount above, was $679,000,
$524,000, and $622,000, respectively.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Raw materials and system components
|
|
$
|
8,924
|
|
|
$
|
6,803
|
|
Work in process
|
|
|
35
|
|
|
|
243
|
|
Finished goods
|
|
|
4,083
|
|
|
|
3,616
|
|
|
|
|
|
|
|
|
|
|
Total inventories
|
|
$
|
13,042
|
|
|
$
|
10,662
|
|
|
|
|
|
|
|
|
|
|
The Company leases its premises and certain office equipment
under various operating leases that expire at various times
through 2017. Rent and lease expense under these operating
leases was $994,000, $881,000, and $836,000 for, 2009, 2008, and
2007, respectively. Two agreements under which the Company
leases office space and warehouse facilities require escalating
payments over the term of the leases. The Company records rent
expense under these leases on a straight-line basis.
The Company has capital lease obligations for a truck that
expires in 2013 and a copier that expires in 2012.
63
At December 31, 2009, future minimum lease payments under
the non-cancelable operating leases and the future minimum lease
payments and present value of the capital leases are as follows:
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
Operating
|
|
|
|
Leases
|
|
|
Leases
|
|
|
|
(In thousands)
|
|
|
Year Ending December 31,
|
|
|
|
|
|
|
|
|
2010
|
|
$
|
17
|
|
|
$
|
1,244
|
|
2011
|
|
|
17
|
|
|
|
924
|
|
2012
|
|
|
13
|
|
|
|
668
|
|
2013
|
|
|
1
|
|
|
|
530
|
|
2014
|
|
|
|
|
|
|
332
|
|
Thereafter
|
|
|
|
|
|
|
993
|
|
|
|
|
|
|
|
|
|
|
Total future minimum lease payments
|
|
|
48
|
|
|
$
|
4,691
|
|
|
|
|
|
|
|
|
|
|
Less amount representing interest (9% Interest)
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present value of future minimum capital lease payments
|
|
|
43
|
|
|
|
|
|
Less current portion
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term portion
|
|
$
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)
|
Lines of
Credit and Loans Payable
|
|
|
a)
|
Domestic
lines of credit and loan payable
|
Our wholly-owned subsidiaries Digital Recorders, Inc. and
TwinVision of North America, Inc. (collectively, the
Borrowers) have in place a three-year, asset-based
lending agreement (the PNC Agreement) with PNC Bank,
National Association (PNC), which terminates
June 30, 2011. DRI has agreed to guarantee the obligations
of the Borrowers under the PNC Agreement. The PNC Agreement
provides up to $8.0 million in borrowings under a revolving
credit facility. Borrowing availability under the PNC Agreement
is based upon an advance rate equal to 85% of eligible domestic
accounts receivable of the Borrowers, plus 75% of eligible
foreign receivables of the Borrowers, limited to the lesser of
$2.5 million or the amount of coverage under Acceptable
Credit Insurance Policies (as defined in the PNC Agreement, as
amended) that the Borrowers have with respect to eligible
foreign receivables, as determined by PNC in its reasonable
discretion, plus 85% of the appraised net orderly liquidation
value of inventory of the Borrowers, limited to $750,000. The
PNC Agreement provides for one of two possible interest rates on
borrowings: (1) an interest rate based on the rate (the
Eurodollar Rate) at which U.S. dollar deposits
are offered by leading banks in the London interbank deposit
market (a Eurodollar Rate Loan) or (2) interest
at a rate (the Domestic Rate) based on either
(a) the base commercial lending rate of PNC, or
(b) the open rate for federal funds transactions among
members of the Federal Reserve System, as determined by PNC (a
Domestic Rate Loan). The actual annual interest rate
for borrowings under the PNC Agreement is (a) the
Eurodollar Rate plus 3.25% for a Eurodollar Rate Loan and
(b) the Domestic Rate plus 1.75% for Domestic Rate Loans.
Interest is calculated on the principal amount of borrowings
outstanding, subject to a minimum principal amount of
$3.5 million. The PNC Agreement contains certain covenants
and provisions with which we and the Borrowers must comply on a
quarterly basis. If all outstanding obligations under the PNC
Agreement are paid before the end of the three-year term, the
Borrowers will be obligated to pay an early termination fee of
up to $160,000, depending on the time the early termination
occurs. At December 31, 2009, the outstanding principal
balance on the revolving credit facility was approximately
$3.8 million and remaining borrowing availability under the
revolving credit facility was approximately $1.5 million.
Pursuant to terms of a loan agreement (the BHC
Agreement) with BHC Interim Funding III, L.P.
(BHC), the Borrowers have outstanding a
$4.8 million term loan (the Term Loan) that
matures June 30, 2011. DRI agreed to guarantee the
Borrowers obligations under the BHC Agreement. The Term
Loan bears interest at an annual rate of 12.75% and is secured
by substantially all tangible and intangible assets of the
64
Company. Additionally, the Term Loan is secured by a pledge of
all outstanding common stock of the Borrowers and Robinson
Turney International, Inc. and a pledge of 65% of the
outstanding common stock of all foreign subsidiaries other than
Mobitec Pty, Castmaster Mobitec and Mobitec Far East. The BHC
Agreement contains certain covenants and provisions with which
we and the Borrowers must comply on a quarterly basis and
subjects the Borrowers to a termination fee that escalates over
time. The amount of the termination fee due is dependent upon
the date of repayment, if any, with the maximum amount due if
the Term Loan is not paid until the maturity date.
The PNC Agreement and the BHC Agreement contain certain
covenants with which we and our subsidiaries must comply. Among
the covenants contained in the PNC Agreement and BHC Agreement
are requirements that we and our domestic subsidiaries maintain
certain leverage ratios as of the end of each fiscal quarter for
the twelve-month period then ending. On March 26, 2009, the
PNC Agreement and BHC Agreement were each amended to revise the
minimum EBITDA and leverage ratios required to be maintained as
of the end of each of the fiscal quarters ending March 31,
2009, June 30, 2009 and September 30, 2009 as set
forth below.
|
|
|
|
|
|
|
|
|
Fiscal Quarter Ending:
|
|
EBITDA:
|
|
Leverage Ratio:
|
|
March 31, 2009
|
|
$
|
3,000,000
|
|
|
|
5.70 to 1.0
|
|
June 30, 2009
|
|
$
|
2,500,000
|
|
|
|
6.25 to 1.0
|
|
September 30, 2009
|
|
$
|
4,000,000
|
|
|
|
4.55 to 1.0
|
|
See Note 2 for disclosure of an amendment to the BHC
Agreement entered into by the Borrowers and DRI with BHC on
August 7, 2009.
On October 1, 2009, the BHC Agreement was amended to, among
other things, effect the following:
|
|
|
|
|
Permit the Borrowers and DRI to make a recallable equity
investment in Mobitec AB on or about October 1, 2009 (the
BHC Effective Date), in an amount not to exceed the
Contribution Amount (as defined below);
|
|
|
|
Permit the Borrowers and DRI to make a recallable equity
investment in Mobitec EP on or about the BHC Effective Date in
an amount not to exceed $400,000;
|
|
|
|
Allow the Borrowers to make dividends or distributions to DRI to
enable DRI to pay up to the sum of (a) $150,000 plus
(b) the result of 9.5% of the amount of Series K
Preferred Stock issued by DRI on or prior to October 31,
2009, in the aggregate in any fiscal year, of dividends or
distributions with respect to DRIs preferred stock;
|
|
|
|
Allow the Borrowers and DRI to enter into any transaction,
capital contribution, investment and transfer which, in the
aggregate for all such events, do not exceed $2 million
plus the Contribution Amount; and
|
|
|
|
Permit DRI to adopt the Certificate of Designation of, and amend
its Organizational Documents (as defined in the BHC Agreement)
to authorize, the Series K Preferred Stock.
|
On October 5, 2009 (the PNC Effective Date),
the PNC Agreement was amended (the PNC Amendment)
to, among other things, effect the following:
|
|
|
|
|
Obtain PNCs consent for DRI to issue a new series of
preferred stock and to be designated the Series K Senior
Convertible Preferred Stock (the Series K Preferred
Stock), so long as the net proceeds of such issuance are
utilized to repay outstanding Advances (as defined in the PNC
Agreement) and to use Advances to make a recallable equity
investment in Mobitec AB on or after the PNC Effective Date in
an amount not to exceed, if DRI receives gross proceeds from the
issuance of the Series K Preferred Stock of (i) no
more than $3.5 million, $1 million,
(ii) $5 million, $1.5 million, and (iii) in
excess of $3.5 million but less than $5 million,
$1 million plus the lesser of (a) $500,000 and
(b) an amount determined by multiplying (x) the
quotient (expressed as a percentage) of (1) the amount by
which gross proceeds from the issuance of Series K
Preferred Stock exceeds $3.5 million, divided by
(2) $1.5 million, by (y) $500,000 (the foregoing
clauses (i) through (iii) collectively referred to as
the
|
65
|
|
|
|
|
Contribution Amount); provided , however , that
(x) the amount of the proceeds applied to repay Advances
must be equal to or greater than the Contribution Amount and
(y) the amount of the proceeds as applied to prepay the
Term Loan may not exceed the Prepayment Amount, as defined
below; and
|
|
|
|
|
|
Obtain PNCs consent to the prepayment of the Term Loan
with a portion of the proceeds of the Series K Preferred
Stock in an amount not to exceed the Prepayment Amount;
|
The Prepayment Amount shall be an amount that is dependent upon
the gross proceeds that DRI receives from the issuance of the
Series K Preferred Stock, as follows: if DRI receives gross
proceeds from the issuance of the Series K Preferred Stock
of (i) no more than $3.5 million, $250,000,
(ii) $5 million, $1 million, and (iii) in
excess of $3.5 million, but less than $5 million,
$250,000 plus the lesser of (a) $750,000 and (b) an
amount determined by multiplying (x) the quotient
(expressed as a percentage) of (1) the amount by which
gross proceeds from the issuance of the Series K Preferred
Stock exceed $3.5 million, divided by
(2) $1.5 million, by (y) $750,000 (the foregoing
clauses (i) through (iii) are collectively referred to
as the Prepayment Amount);
In addition to the above consents, the PNC Amendment also:
|
|
|
|
|
Allows the Borrowers to make dividends or distributions to DRI
to enable DRI to pay up to the sum of (a) $150,000 plus
(b) the result of 9.5% of the amount of the Series K
Preferred Stock issued by DRI on or prior to October 31,
2009;
|
|
|
|
Permits the Borrowers and DRI to enter into any transaction,
capital contribution, investment and transfers which, in the
aggregate for all such events, do not exceed $2 million
plus the Contribution Amount; and
|
|
|
|
Permits DRI to adopt the Certificate of Designation of, and
amend its Articles of Incorporation to authorize, the
Series K Preferred Stock.
|
On November 2, 2009, using proceeds from the sale of
Series K Preferred Stock, the Borrowers paid $250,000 of
the outstanding principal balance of the Term Loan. In addition
to the principal payment, pursuant to terms of the BHC
Agreement, the Borrowers paid a termination fee of $20,000 to
BHC. As a result of the $250,000 principal payment, the maximum
termination fee to be paid by the Borrowers under the BHC
Agreement was reduced from $735,000 to $698,000. We are
recording the maximum termination fee on the Term Loan ratably
over the term of the BHC Agreement as interest expense. During
the twelve months ended December 31, 2009, we recorded
approximately $243,000 of interest expense related to the Term
Loan termination fee, all of which is included in long-term debt
on the consolidated balance sheet.
For the quarter ended September 30, 2009, we and the
Borrowers were not in compliance with the leverage ratio
required to be maintained under terms of the PNC Agreement and
the BHC Agreement as amended on March 26, 2009. PNC agreed
to amend the PNC Agreement to revise the leverage ratio required
to be maintained for the quarter ended September 30, 2009
to 5.25 to 1.00. BHC agreed to waive the violation of the
leverage ratio covenant for the quarter ended September 30,
2009. On December 29, 2009, the PNC Agreement and BHC
Agreement were each amended to revise the minimum leverage
ratios required to be maintained as of the end of each fiscal
quarter as set forth below.
|
|
|
|
|
Fiscal Quarter Ending:
|
|
Leverage Ratio:
|
|
September 30, 2009
|
|
|
5.25 to 1.0
|
|
December 31, 2009
|
|
|
5.00 to 1.0
|
|
March 31, 2010
|
|
|
6.75 to 1.0
|
|
June 30, 2010
|
|
|
8.25 to 1.0
|
|
September 30, 2010
|
|
|
7.00 to 1.0
|
|
December 31, 2010 and each fiscal quarter ending thereafter
|
|
|
5.50 to 1.0
|
|
With the exception of the leverage ratio for the quarter ended
September 30, 2009, as described herein, we were in
compliance with all financial loan covenants in 2009.
Additionally, PNC and BHC agreed to extend the date for the
Company to provide audited 2009 financial statements to
April 30, 2010.
66
|
|
b)
|
International
lines of credit and loans payable
|
Mobitec AB, the Companys wholly-owned Swedish subsidiary,
has in place agreements with Svenska Handelsbanken AB
(Handelsbanken) under which working capital credit
facilities have been established. On June 16, 2009, Mobitec
AB and Handelsbanken entered into amendments to these agreements
to, among other things, until April 30, 2010, increase the
borrowing capacity on the credit facilities by 3.5 million
krona (approximately US$488,000, based on exchange rates as of
December 31, 2009) to 27.5 million krona
(approximately US$3.8 million, based on exchange rates as
of December 31, 2009) and increase the annual interest
rate on the credit facilities from Tomorrow Next Stockholm
Interbank Offered Rate (T/N STIBOR) plus 1.85% to
T/N STIBOR plus 3.65%. At December 31, 2009, borrowings due
and outstanding under these credit facilities totaled
14.7 million krona (approximately US$2.0 million,
based on exchange rates at December 31, 2009) and are
reflected as lines of credit in the accompanying consolidated
balance sheet. Additional borrowing availability under these
agreements at December 31, 2009, amounted to approximately
US$1.8 million. These credit agreements renew annually on a
calendar-year basis. See Note 24 for disclosure of
amendments to these credit agreements.
At December 31, 2009, Mobitec AB had an outstanding
principal balance of 1.5 million krona (approximately
US$209,000, based on exchange rates at December 31,
2009) due on a term loan under a credit agreement with
Handelsbanken (the Mobitec Term Loan). On
June 16, 2009, Mobitec AB and Handelsbanken entered into an
amendment to the Mobitec Term Loan agreement to, among other
things, extend the repayment date for the outstanding principal
balance of 1.5 million krona from June 30, 2009 to
March 31, 2010 and decrease the annual interest rate on the
Mobitec Term Loan from 5.80% to 5.55%. The outstanding principal
balance due on the Mobitec Term Loan is reflected as a loan
payable in the accompanying consolidated balance sheet. See
Note 24 for disclosure of amendments to this credit
agreement.
At December 31, 2009, Mobitec AB had an outstanding
principal balance of 3.4 million krona (approximately
US$470,000, based on exchange rates at December 31,
2009) due on an additional term loan under a credit
agreement with Handelsbanken (the Mobitec Loan) that
matures June 30, 2011. On June 16, 2009, Mobitec AB
and Handelsbanken entered into an amendment to the Mobitec Loan
agreement to, among other things, extend the principal payment
of 375,000 krona (approximately US$52,000, based on exchange
rates as of December 31, 2009) due on the Mobitec Loan
from June 30, 2009 to March 31, 2010; increase the
quarterly principal payments due on this term loan from 375,000
krona to 500,000 krona (approximately US$70,000, based on
exchange rates as of December 31, 2009) beginning
June 30, 2010; and decrease the annual interest rate on the
Mobitec Loan from 5.80% to 5.55%. The outstanding principal
balance due on the Mobitec Loan is reflected as long-term debt
in the accompanying consolidated balance sheet.
Mobitec GmbH, the Companys wholly-owned subsidiary in
Germany, has in place an agreement with Handelsbanken under
which a working capital credit facility has been established. On
June 25, 2009, Mobitec GmbH and Handelsbanken entered into
an amendment to this agreement to, among other things, until
April 30, 2010, increase the borrowing capacity on the
credit facility by 500,000 Euro (approximately US$717,000, based
on exchange rates as of December 31, 2009) to
approximately 1.4 million Euro (approximately
US$2.0 million, based on exchange rates as of
December 31, 2009) and increase the annual interest
rate on the credit facility from Euro OverNight Index Average
(EONIA) plus 1.85% to EONIA plus 3.70%. At
December 31, 2009, borrowings due and outstanding under
this credit facility totaled 954,000 Euro (approximately
US$1.4 million, based on exchange rates at
December 31, 2009) and are reflected as lines of
credit in the accompanying consolidated balance sheet.
Additional borrowing availability under this credit facility at
December 31, 2009, amounted to approximately $640,000. The
agreement under which this credit facility is extended has an
open-ended term.
At December 31, 2009, Mobitec Brazil Ltda has outstanding
borrowings from two banks in Brazil of approximately 235,000
Brazilian Real (BRL) (approximately US$135,000,
based on exchange rates at December 31, 2009). The
borrowings are secured by accounts receivable on certain export
sales by Mobitec Brazil Ltda, bear interest at annual rates
ranging from 7.60% to 9.28%, and have a term of 180 days.
These borrowings are included in loans payable on the
accompanying consolidated balance sheet.
67
At December 31, 2009, Mobitec Brazil Ltda had five loans
payable to a bank in Brazil with an aggregate outstanding
principal balance of approximately 206,000 BRL (approximately
US$119,000, based on exchange rates as of December 31,
2009). One loan has a principal balance of approximately 161,000
BRL (approximately US$93,000, based on exchange rates as of
December 31, 2009), bears interest at an annual rate of
4.64%, and matures on April 13, 2010. Four additional loans
outstanding with an aggregate outstanding principal balance of
approximately 45,000 BRL (approximately US$26,000, based on
exchange rates as of December 31, 2009) bear interest
at annual rates ranging from 15.12% to 19.41% and have maturity
dates ranging from January 17, 2010 to November 16,
2010. The outstanding principal balances due on these loans are
included in loans payable in the accompanying consolidated
balance sheet.
At December 31, 2009, Mobitec EP had an outstanding balance
of $1.95 million due on a promissory note entered into in
connection with the execution of the Purchase Agreement for the
acquisition of the remaining fifty percent (50%) of the issued
and outstanding interests of Mobitec Brazil. See Note 2 for
a full description of the terms of this promissory note.
At December 31, 2009, Castmaster Mobitec had two loans
payable to HDFC Bank in India with an aggregate outstanding
principal balance of approximately 7.2 million Indian
rupees (INR) (approximately US$154,000, based on
exchanges rates as of December 31, 2009). One loan has a
principal balance of approximately 6.2 million INR
(approximately US$132,000, based on exchange rates as of
December 31, 2009), bears interest at an annual rate of
8.0%, and matures on October 7, 2012. The second loan has a
principal balance of approximately 1.0 million INR
(approximately US$22,000, based on exchange rates as of
December 31, 2009), bears interest at an annual rate of
9.51%, and matures on November 7, 2014. The outstanding
principal balance due on these notes is included in long-term
debt in the accompanying consolidated balance sheet.
Domestic and international lines of credit consist of the
following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Line of credit with PNC Bank, National Association dated
June 30, 2008; payable in full June 30, 2011; secured
by all tangible and intangible U.S. assets of the Company; bears
average interest rate of 5.00% and 6.28% in 2009 and 2008,
respectively
|
|
$
|
3,786
|
|
|
$
|
1,601
|
|
Line of credit with Handelsbanken; renews annually on a
calendar-year basis; secured by certain assets of the Swedish
subsidiary, Mobitec AB; bears average interest rate of 3.53% and
6.58% in 2009 and 2008, respectively
|
|
|
|
|
|
|
732
|
|
Line of credit with Handelsbanken; renews annually on a
calendar-year basis; secured by accounts receivable of the
Swedish subsidiary, Mobitec AB; bears average interest rate of
4.83% and 6.95% in 2009 and 2008, respectively
|
|
|
2,047
|
|
|
|
573
|
|
Line of credit with Handelsbanken dated June 23, 2004;
open-ended term; secured by accounts receivable and inventory of
the German subsidiary, Mobitec GmbH; bears average interest rate
of 3.48% and 5.62% in 2009 and 2008, respectively
|
|
|
1,367
|
|
|
|
837
|
|
|
|
|
|
|
|
|
|
|
Total lines of credit
|
|
$
|
7,200
|
|
|
$
|
3,743
|
|
|
|
|
|
|
|
|
|
|
68
Long-term debt at December 31, 2009, and 2008 consists of
the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Term loan with BHC Interim Funding III, L.P., dated
June 30, 2008; payable in full June 30, 2011; secured
by substantially all tangible and intangible assets of the
Company; bears interest rate of 12.75%
|
|
$
|
4,750
|
|
|
$
|
5,000
|
|
Term loan with Svenska Handelsbanken AB, dated June 30,
2008; payable in quarterly installments of $52,000; secured by
accounts receivable and inventory of the Swedish subsidiary,
Mobitec AB; bears average interest rate of 7.32%
|
|
|
470
|
|
|
|
483
|
|
Term loan with Robert Demore, dated August 31, 2009;
payable in quarterly installments of $162,500; unsecured; bears
interest rate of 5.0%
|
|
|
1,950
|
|
|
|
|
|
Term loan with HDFC Bank, dated October 5, 2009; payable in
monthly installments of $4,461; bears interest rate of 8.0%
|
|
|
132
|
|
|
|
|
|
Term loan with HDFC Bank, dated November 14, 2009; payable
in monthly installments of $481; bears interest rate of 9.51%
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
|
7,324
|
|
|
|
5,483
|
|
Term loan termination fee accrual
|
|
|
346
|
|
|
|
123
|
|
Less current portion
|
|
|
960
|
|
|
|
193
|
|
Less debt discount
|
|
|
166
|
|
|
|
278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,544
|
|
|
|
5,135
|
|
Long-term portion of capital leases
|
|
|
28
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt and capital leases, less current portion
|
|
$
|
6,572
|
|
|
$
|
5,149
|
|
|
|
|
|
|
|
|
|
|
Interest expense was $1.5 million, $1.4 million, and
$1.2 million for the years ended December 31, 2009,
2008, and 2007, respectively.
The repayment amounts of long-term debt are due as follows:
|
|
|
|
|
Year Ending December 31,
|
|
Amount
|
|
|
|
(In thousands)
|
|
|
2010
|
|
$
|
960
|
|
2011
|
|
|
5,660
|
|
2012
|
|
|
698
|
|
2013
|
|
|
5
|
|
2014
|
|
|
1
|
|
Thereafter
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
7,324
|
|
|
|
|
|
|
69
|
|
(11)
|
Accrued
Expenses and Other Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Salaries, commissions, and benefits
|
|
$
|
2,024
|
|
|
$
|
1,428
|
|
Taxes payroll, sales, income, and other
|
|
|
1,967
|
|
|
|
851
|
|
Warranties
|
|
|
805
|
|
|
|
495
|
|
Current portion of capital leases
|
|
|
15
|
|
|
|
19
|
|
Interest payable
|
|
|
166
|
|
|
|
281
|
|
Deferred revenue
|
|
|
557
|
|
|
|
694
|
|
Customer rebates and credits
|
|
|
404
|
|
|
|
165
|
|
Other
|
|
|
521
|
|
|
|
426
|
|
|
|
|
|
|
|
|
|
|
Total accrued expenses
|
|
$
|
6,459
|
|
|
$
|
4,359
|
|
|
|
|
|
|
|
|
|
|
Subsequent to December 31, 2009, on February 2, 2010,
the Companys board of directors adopted an amendment to
DRIs Amended and Restated Articles of Incorporation
pursuant to which authorized shares of preferred stock of the
Company, par value $.10 per share, were designated as follows:
166 shares are designated as Series AAA Redeemable,
Nonvoting Preferred Stock (Series AAA
Preferred), 30,000 shares are designated as
Series D Junior Participating Preferred Stock
(Series D Preferred), 80 shares are
designated as Series E Redeemable Nonvoting Convertible
Preferred Stock (Series E Preferred),
725 shares are designated as Series G Convertible
Preferred Stock (Series G Preferred),
125 shares are designated as Series H Convertible
Preferred Stock (Series H Preferred),
500 shares are designated as Series K Senior
Convertible Preferred Stock (Series K
Preferred), and 4,968,404 shares remain undesignated.
As of December 31, 2009, we had outstanding 166 shares
of Series AAA Preferred, 80 shares of Series E
Preferred, 480 shares of Series G Preferred,
69 shares of Series H Preferred, and 299 shares
of Series K Preferred. There are no shares of Series D
Preferred outstanding.
Series K
Preferred
On October 26, 2009 and December 31, 2009, (each date
a Closing Date), the Company sold an aggregate of
299 shares of Series K Preferred, par value $0.10 per
share, to multiple outside investors pursuant to a subscription
agreement with each investor. Each share of Series K
Preferred has a liquidation preference of $5,000 per share (the
Liquidation Preference). Gross proceeds to the
Company were $1.5 million and have been used for general
corporate working capital purposes and applied toward partial
payment of the Term Loan with BHC (see Note 9). The Company
recorded $154,000 of Series K Preferred issuance costs
incurred as of December 31, 2009 as a reduction of the
carrying value of the Series K Preferred. In addition to
the subscription agreement, the Company entered into a
registration rights agreement with each Series K Preferred
investor pursuant to which the Company agreed that upon written
demand from each Series K Preferred investor, the Company
will register the shares of Series K Preferred issued to
the Series K Preferred investor pursuant to the
subscription agreement (the Registrable Securities)
for resale by the Series K Preferred investor under the
Securities Act of 1933, as amended (the Securities
Act). The Company also agreed that it will register the
Registrable Securities if the Company registers any of its
securities under the Securities Act in connection with a public
offering of the Companys Common Stock during the one
(1) year period following the Closing Date.
At the option of the holder, any or all outstanding shares of
Series K Preferred may be converted into a number of fully
paid and nonassessable shares of Common Stock. The number of
shares of Common Stock received upon conversion will be
determined by multiplying the number of shares of Series K
Preferred to be converted by a fraction, the numerator of which
is the Liquidation Preference plus all accrued but unpaid
dividends on such shares, if any, and the denominator of which
is the conversion price then in effect for the
70
Series K Preferred (the Conversion Price). The
Conversion Price is as follows: (i) during the period from
October 7, 2009 through October 6, 2011, $1.75 per
share; (ii) during the period from October 7, 2011
through October 6, 2013, $2.25 per share; and (iii) on
or after October 7, 2013, $3.00 per share. The Conversion
Price is subject to adjustments upon the occurrence of stock
splits, stock dividends, combinations or consolidations,
reclassifications, exchanges and substitutions. The outstanding
shares of Series K Preferred will automatically convert to
shares of Common Stock if the closing bid price for the Common
Stock on The NASDAQ Stock Market (or other exchange or market on
which the Common Stock may from time to time be traded) for any
consecutive
20-day
period exceeds a certain amount (the Maximum Bid
Price). The Maximum Bid Price is as follows:
(i) during the period from October 7, 2009 through
October 6, 2011, $4.00 per share; (ii) during the
period from October 7, 2011 through October 6, 2013,
$4.75 per share; and (iii) on or after October 7,
2013, $5.50 per share.
The holders of Series K Preferred are entitled to receive
cumulative quarterly dividends payable in cash or additional
shares of Series K Preferred, at the option of the holder,
when and if declared by the Board of Directors, at a rate of
9.5% per annum on the Liquidation Preference. The holders of the
Series K Preferred are entitled to vote with the holders of
the Common Stock as a single class on any matters on which the
holders of the Common Stock are entitled to vote and are
entitled to a number of votes equal to the quotient obtained by
dividing the Liquidation Preference by the then applicable
Conversion Price, as defined above. The Company has the right to
redeem all or any portion of the outstanding shares of
Series K Preferred at its discretion.
On January 5, 2010, the Company sold an additional
11 shares of Series K Preferred to two investors.
Gross proceeds of $55,000 were used for general corporate
working capital purposes. Additionally, on January 5, 2010,
the Company agreed to issue an aggregate of 24 shares of
the Series K Preferred to a placement agent as
consideration for such agents services to the Company in
connection with the placement of the shares of Series K
Preferred described herein. Upon the issuance of shares to the
placement agent, the Company has 334 shares of
Series K Preferred issued and outstanding.
Series E
Preferred
Series E Preferred is convertible at any time into shares
of Common Stock at a conversion price of $3.00 per share of
Common Stock, subject to certain adjustments, and, prior to
conversion, does not entitle the holders to any voting rights,
except as may be required by law. The Company does not have the
right to require conversion. Holders of Series E Preferred
are entitled to receive cumulative quarterly dividends, when and
if declared by the Board of Directors, at the rate of 7% per
annum on the liquidation value of $5,000 per share.
Series E Preferred is redeemable at the option of the
Company at any time, in whole or in part, at a redemption price
equal to the liquidation value plus accrued and unpaid
dividends, or $400,000 at December 31, 2008. Holders of
Series E Preferred do not have the right to require
redemption.
Series G
Preferred
Series G Preferred is convertible at any time into shares
of Common Stock at a conversion price of $2.21 per share of
Common Stock, subject to certain adjustments, and entitles the
holders to voting rights on any matters on which holders of
Common Stock are entitled to vote, based upon the quotient
obtained by dividing the liquidation preference by $2.23,
excluding any fractional shares. Holders of Series G
Preferred are entitled to receive cumulative quarterly dividends
payable in additional shares of Series G Preferred, when
and if declared by the Board of Directors, at a rate of 8% per
annum on the liquidation value of $5,000 per share, subject to
certain adjustments upward, and increasing by an additional 6%
per annum after five years. The Company has the right to redeem
the shares after five years from the issue date of June 23,
2005.
Series H
Preferred
Series H Preferred is convertible at any time into shares
of Common Stock at a conversion price of $2.08 per share of
Common Stock, subject to certain adjustments, and entitles the
holders to voting rights on any matters on which holders of
Common Stock are entitled to vote, based upon the quotient
obtained by dividing
71
the liquidation preference by the conversion price, excluding
any fractional shares. Holders of Series H Preferred are
entitled to receive cumulative quarterly dividends payable in
additional shares of Series H Preferred, when and if
declared by the Board of Directors, at a rate of 8% per annum on
the liquidation value of $5,000 per share, subject to certain
adjustments upward, and increasing by an additional 6% per annum
after five years. The Company has the right to redeem the shares
after five years from the issue date of October 31, 2005.
Series J
Preferred
On October 13, 2009, 50 shares of Series J
Preferred with a liquidation value of $250,000 were converted
into 110,600 shares of the Companys Common Stock. On
October 29, 2009, 40 shares of Series J Preferred
with a liquidation value of $200,000 were converted into
88,480 shares of the Companys Common Stock. As a
result of these conversions, there are no shares of
Series J Preferred outstanding.
Series AAA
Preferred
Series AAA Preferred is convertible at any time into shares
of Common Stock at a conversion price of $5.50 per share of
Common Stock and, prior to conversion, does not entitle the
holders to any voting rights, except as may be required by law.
Holders of Series AAA Preferred are entitled to receive
quarterly dividends, when and if declared by the Board of
Directors, at the rate of 5% per annum on the liquidation value
of $5,000 per share. The Company has the right to redeem the
Series AAA Preferred at its sole discretion upon providing
holders with appropriate written notice.
Liquidation
Priority
The Series K Preferred ranks prior and superior to the
Companys Series E Preferred, Series G Preferred,
Series H Preferred, Series AAA Preferred, and Common
Stock with respect to liquidation. The Series E Preferred,
Series G Preferred, Series H Preferred, and
Series J Preferred have equal priority with respect to
liquidation, and shares of these series have liquidation
preferences prior to the Companys outstanding shares of
Series AAA Preferred and Common Stock.
|
|
(13)
|
Comprehensive
Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Net Income
|
|
$
|
1,976
|
|
|
$
|
2,131
|
|
|
$
|
862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment, net of tax
|
|
|
1,464
|
|
|
|
(4,058
|
)
|
|
|
1,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss), net of tax
|
|
|
1,464
|
|
|
|
(4,058
|
)
|
|
|
1,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
|
3,440
|
|
|
|
(1,927
|
)
|
|
|
2,035
|
|
Comprehensive income (loss) attributable to the noncontrolling
interest
|
|
|
29
|
|
|
|
181
|
|
|
|
(39
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to DRI Corporation
|
|
$
|
3,469
|
|
|
$
|
(1,746
|
)
|
|
$
|
1,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14)
|
Common
Stock Warrants
|
In connection with the BHC Agreement, we issued BHC a warrant to
purchase up to 350,000 shares of our Common Stock (the
BHC Warrant) at an exercise price of $2.99 per
share. The fair value allocated to the BHC Warrant of $333,000,
calculated using the Black-Scholes model, was recorded as a
discount to the Term Loan and is being amortized over the
three-year term of the BHC Agreement.
On March 26, 2009, in connection with an amendment of the
BHC Agreement (as described in Note 9), the BHC Warrant was
amended (the First Warrant Amendment) to modify the
exercise price at which BHC
72
is entitled, under the terms of the BHC Warrant, to purchase an
aggregate of 350,000 shares of DRIs Common Stock, par
value $0.10 per share. Pursuant to the terms of the First
Warrant Amendment, BHC held the right to purchase
(i) 200,000 shares of Common Stock at an exercise
price equal to $1.00 per share, and
(ii) 150,000 shares of Common Stock at an exercise
price equal to $2.99 per share. The increase in fair value of
the BHC Warrant of $57,000 resulting from the adjustment of the
exercise price was recorded as deferred finance cost and is
being amortized as interest expense ratably over the remaining
term of the Term Loan.
Effective July 1, 2009, DRI and BHC agreed to an amendment
of the BHC Warrant (the Second Warrant Amendment)
which deleted the dilutive issuance provision (the
Provision) contained in the BHC Warrant. Pursuant to
the Provision, if DRI effected a dilutive issuance, as defined
in the BHC Warrant, at any time while the BHC Warrant was
outstanding, then the exercise price would be adjusted in
accordance to the procedures described in the Provision. The
Second Warrant Amendment also modified the exercise price at
which BHC is entitled, under the terms of the BHC Warrant, as
amended, to purchase an aggregate of 350,000 shares of
Common Stock. Pursuant to the terms of the Second Warrant
Amendment, BHC held the right to purchase
(i) 200,000 shares of Common Stock at an exercise
price equal to $1.00 per share, and
(ii) 150,000 shares of Common Stock at an exercise
price equal to $2.50 per share. The increase in fair value of
the BHC Warrant of $10,000 resulting from the adjustment of the
exercise price was recorded as deferred finance cost and is
being amortized as interest expense ratably over the remaining
term of the Term Loan.
On December 29, 2009, in connection with an amendment of
the BHC Agreement (as described in Note 9), DRI and BHC
entered into an amendment to the BHC Warrant (the Third
Warrant Amendment) to modify the exercise price at which
BHC is entitled, under the terms of the BHC Warrant, to purchase
an aggregate of 350,000 shares of DRIs Common Stock,
par value $0.10 per share. Pursuant to the terms of the Third
Warrant Amendment, BHC now holds the right to purchase
(i) 200,000 shares of Common Stock at an exercise
price equal to $1.00 per share, and
(ii) 150,000 shares of Common Stock at an exercise
price equal to $1.75 per share. The increase in fair value of
the BHC Warrant resulting from the adjustment of the exercise
price of $21,000 was recorded as deferred finance cost and is
being amortized as interest expense ratably over the remaining
term of the Term Loan.
The Company has issued Common Stock warrants in addition to the
BHC Warrant. A summary of outstanding Common Stock Warrants as
of December 31, 2009 is as follows:
|
|
|
|
|
|
|
Outstanding
|
|
Exercise
|
|
Expiration
|
Warrants
|
|
Price
|
|
Date
|
|
2,500
|
|
$
|
3.19
|
|
|
January 2010
|
240,000
|
|
$
|
2.21
|
|
|
June 2010
|
55,000
|
|
$
|
2.02
|
|
|
October 2010
|
93,750
|
|
$
|
1.60
|
|
|
March 2011
|
15,929
|
|
$
|
2.26
|
|
|
June 2012
|
80,000
|
|
$
|
2.00
|
|
|
April 2013
|
150,000
|
|
$
|
1.75
|
|
|
June 2013
|
200,000
|
|
$
|
1.00
|
|
|
June 2013
|
|
|
(15)
|
Stock-Based
Compensation
|
The Company has two plans under which it has issued and
outstanding stock options, the 1993 Incentive Stock Option Plan
and the 2003 Stock Option Plan (collectively, the Stock
Option Plans). Under the Stock Option Plans, options to
purchase 2,555,000 shares of Common Stock have been
authorized for issuance. As of December 31, 2009, options
to purchase 172,183 shares of Common Stock are available
for future issuance, all under the 2003 Stock Option Plan. The
Company issues new shares of Common Stock upon exercise of stock
options.
Stock-based compensation cost is measured at the grant date
based on the fair value of the award. The Company recognizes
these compensation costs net of a forfeiture rate and recognizes
the compensation costs for only those shares expected to vest on
a straight-line basis over the requisite service period of the
award,
73
which is generally the option vesting term. The Company
estimated the forfeiture rate based on its historical experience
since the inception of the Stock Option Plans.
The Company issues incentive stock options whereby options to
purchase Common Stock are granted with exercise prices that are
no less than the stocks estimated fair market value at the
date of the grant, vest based on three to four years of
continuous service, and have ten year contractual terms. A
summary of incentive stock option activity as of
December 31, 2009 and changes during the year then ended is
presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
Shares
|
|
|
Price
|
|
|
Term
|
|
|
Value
|
|
|
Outstanding at December 31, 2008
|
|
|
848,765
|
|
|
$
|
2.63
|
|
|
|
7.9
|
|
|
$
|
|
|
Granted
|
|
|
200,000
|
|
|
|
1.50
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expired
|
|
|
(20,459
|
)
|
|
|
1.95
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(6,850
|
)
|
|
|
2.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2009
|
|
|
1,021,456
|
|
|
$
|
2.42
|
|
|
|
7.5
|
|
|
$
|
47,364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to vest at December 31, 2009
|
|
|
829,968
|
|
|
$
|
2.43
|
|
|
|
7.9
|
|
|
$
|
42,339
|
|
Exercisable at December 31, 2009
|
|
|
442,643
|
|
|
$
|
2.45
|
|
|
|
5.9
|
|
|
$
|
19,604
|
|
The number of stock options outstanding at December 31,
2008 has been decreased by 500 options from the amount
previously reported due to an error in classifying options
between incentive stock options and non-qualified stock options
in the prior year.
The Company has issued non-qualified stock options to purchase
Common Stock, primarily to non-employee members of the Board of
Directors, which vest immediately upon grant or over three years
and have five to ten year contractual terms. A summary of
non-qualified stock option activity as of December 31, 2009
and changes during the year then ended is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
Shares
|
|
|
Price
|
|
|
Term
|
|
|
Value
|
|
|
Outstanding at December 31, 2008
|
|
|
351,414
|
|
|
$
|
2.65
|
|
|
|
3.2
|
|
|
$
|
|
|
Granted
|
|
|
157,000
|
|
|
|
1.51
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expired
|
|
|
(50,000
|
)
|
|
|
2.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2009
|
|
|
458,414
|
|
|
$
|
2.23
|
|
|
|
3.6
|
|
|
$
|
34,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to vest at December 31, 2009
|
|
|
407,337
|
|
|
$
|
2.20
|
|
|
|
3.7
|
|
|
$
|
33,389
|
|
Exercisable at December 31, 2009
|
|
|
229,770
|
|
|
$
|
2.45
|
|
|
|
2.2
|
|
|
$
|
13,556
|
|
The number of stock options outstanding at December 31,
2008 has been increased by 500 options from the amount
previously reported due to an error in classifying options
between incentive stock options and non-qualified stock options
in the prior year.
Shares vested and expected to vest at December 31, 2009 in
the tables above represent shares fully vested as of
December 31, 2009, plus all non-vested shares as of
December 31, 2009, adjusted for the estimated forfeiture
rate. The aggregate intrinsic value in the tables above
represents the total pretax intrinsic value (the difference
between the Companys closing stock price on the last
trading day of 2009 and the exercise price, multiplied by the
number of
in-the-money
options) that would have been received by the option holders had
74
all the option holders exercised their options on
December 31, 2009. This amount changes based on the fair
market value of the Companys Common Stock.
The aggregate intrinsic value of options exercised during the
years ended December 31, 2008 and December 31, 2007
was $1,500, and $37,000, respectively. Cash received from stock
option exercises was $2,700 and $134,000 during the years ended
December 31, 2008 and December 31, 2007, respectively.
There were no options exercised during the year ended
December 31, 2009.
Total compensation expense related to the Stock Option Plans was
$347,000, $187,000, and $41,000 for the years ended
December 31, 2009, 2008, and 2007, respectively, and is
included in selling, general and administrative expense in the
accompanying consolidated statements of operations.
The fair value of stock option awards for the years ended
December 31, 2009, 2008, and 2007, was estimated using the
Black-Scholes option pricing model with the following weighted
average assumptions and fair values:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
2007
|
|
Weighted average fair value of grants
|
|
$
|
0.74
|
|
|
$
|
1.59
|
|
|
$
|
1.65
|
|
Risk-free interest rate
|
|
|
2.4
|
%
|
|
|
3.4
|
%
|
|
|
4.2
|
%
|
Expected life
|
|
|
6.3 years
|
|
|
|
6.8 years
|
|
|
|
6.9 years
|
|
Expected volatility
|
|
|
71
|
%
|
|
|
70
|
%
|
|
|
72
|
%
|
Expected dividends
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
A description of each assumption used in calculating the fair
value of stock option awards under the Black-Scholes option
pricing model is as follows:
Risk-free interest rate. The Company
bases the risk-free interest rate on U.S. Treasury
zero-coupon issues with a remaining term equal to the expected
life of the option.
Expected life. The expected life
represents the period of time that options granted are expected
to be outstanding and was determined based on the average length
of time grants have remained outstanding in the past.
Expected volatility. The Companys
volatility factor was calculated under the Black-Scholes model
based on historical volatility of the Companys Common
Stock.
Expected dividends. The Company has not
issued any dividends to date and does not anticipate issuing any
dividends in the foreseeable future.
As of December 31, 2009, there was $450,000 and $152,000 of
unrecognized stock-based compensation expense related to
non-vested incentive and non-qualified stock option grants,
respectively. That cost is expected to be recognized over a
weighted-average period of 2.5 and 1.9 years, respectively.
The Company has in place a shareholder-approved, equity-based
stock compensation plan for members of the Board of Directors
and certain key executive managers of the Company. The
compensation plan partially compensates members of the Board of
Directors and key executive management of the Company in the
form of stock of the Company in lieu of cash compensation. The
plan is made available on a fully voluntary basis. The plan
includes the following provisions:
In regard to compensation to non-employee members of the Board
of Directors, the plan provides:
|
|
|
|
|
Regular monthly retainer fee compensation is paid up to $1,000
in Common Stock and the remainder paid in cash, with shares
payable determined as described below.
|
|
|
|
Shares of Common Stock payable under this plan are issued on a
quarterly basis.
|
|
|
|
Individual directors may annually (as of each Annual Meeting of
Shareholders) elect to opt in or out of the
payment-in-stock
provision of the plan, effective the following January 1.
|
75
In regard to compensation to key executive managers, the plan
provides:
|
|
|
|
|
Each key executive manager of the Company may make the election
to receive up to $1,000 per month of
his/her
compensation in the form of Common Stock, with shares payable
determined as described below.
|
|
|
|
Shares of Common Stock payable under the plan are issued on a
quarterly basis.
|
|
|
|
The election to participate will be on a yearly basis, effective
January 1 of each year. If the election is made to participate,
the commitment is for the full year, unless compelling and
extenuating circumstances arise supporting doing otherwise.
|
The number of shares payable under this plan is determined by
dividing the cash value of stock compensation by the higher of
(1) the actual closing price on the last trading day of
each month, or (2) the book value of the Company on the
last day of each month. Fractional shares are rounded up to the
next full share amount. During the year ended December 31,
2009, the Company issued 80,641 shares of Common Stock to
fourteen individuals under this plan at an average price of
$1.25 per share in lieu of approximately $100,750 in cash
compensation.
On January 1, 2007, the Company adopted ASC Topic
740-10-25.
ASC Topic
740-10-25
prescribes a recognition threshold that a tax position is
required to meet before being recognized in the financial
statements and provides guidance on derecognition, measurement,
classification, interest and penalties, accounting in interim
periods, disclosure and transition. Under the provisions of ASC
Topic
740-10-25,
at December 31, 2009, the Company had recorded a liability
for unrecognized tax benefits related to transfer pricing on
intercompany sales of $380,000, which included accrued interest
and penalties of $152,000 and of which $228,000 would increase
the effective tax rate if recognized. While the Company believes
that it has adequately provided for all tax positions, amounts
asserted by taxing authorities could be greater than the
Companys accrued position. Accordingly, additional
provisions could be recorded in the future as revised estimates
are made or the underlying matters are settled or otherwise
resolved.
A reconciliation of the beginning and ending amount of
unrecognized tax benefits for the years ended December 31,
2009 and 2008 is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Balance as of January 1
|
|
$
|
264
|
|
|
$
|
267
|
|
Additions for tax positions related to prior years
|
|
|
|
|
|
|
|
|
Additions for tax positions related to the current year
|
|
|
(62
|
)
|
|
|
44
|
|
Foreign exchange translation gain
|
|
|
26
|
|
|
|
(47
|
)
|
|
|
|
|
|
|
|
|
|
Balance as of December 31
|
|
$
|
228
|
|
|
$
|
264
|
|
|
|
|
|
|
|
|
|
|
The Company files its tax returns as prescribed by the tax laws
of the U.S. federal jurisdiction and various states and
foreign jurisdictions in which it operates. The Companys
2005 to 2009 tax years remain open to examination by
U.S. taxing authorities. The foreign jurisdictions have
open tax years from 2003 to 2009. Potential accrued interest on
uncertain tax positions is recorded as a component of interest
expense and potential accrued penalties are recorded as selling,
general and administrative expenses.
The pretax income (loss) for the years ended December 31,
2009, 2008, and 2007 was taxed by the following jurisdictions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Domestic
|
|
$
|
(360
|
)
|
|
$
|
444
|
|
|
$
|
(7
|
)
|
Foreign
|
|
|
3,172
|
|
|
|
2,783
|
|
|
|
1,160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,812
|
|
|
$
|
3,227
|
|
|
$
|
1,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76
The income tax provision charged (benefit credited) for the
years ended December 31, 2009, 2008, and 2007 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. federal
|
|
$
|
|
|
|
$
|
|
|
|
$
|
2
|
|
State
|
|
|
|
|
|
|
2
|
|
|
|
4
|
|
Foreign
|
|
|
861
|
|
|
|
932
|
|
|
|
384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
861
|
|
|
|
934
|
|
|
|
390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. federal
|
|
|
|
|
|
|
|
|
|
|
(247
|
)
|
State
|
|
|
|
|
|
|
|
|
|
|
(41
|
)
|
Foreign
|
|
|
(25
|
)
|
|
|
162
|
|
|
|
189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25
|
)
|
|
|
162
|
|
|
|
(99
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
836
|
|
|
$
|
1,096
|
|
|
$
|
291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The income tax expense (benefit) differs from the expected
amount of income tax expense (benefit) determined by applying
the U.S. federal income tax rates to the pretax income
(loss) for the years ended December 31, 2009, 2008, and
2007 due to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
of Pretax
|
|
|
|
|
|
of Pretax
|
|
|
|
|
|
of Pretax
|
|
|
|
Amount
|
|
|
Earnings (Loss)
|
|
|
Amount
|
|
|
Earnings (Loss)
|
|
|
Amount
|
|
|
Earnings (Loss)
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Computed expected tax expense (benefit)
|
|
$
|
956
|
|
|
|
34.0
|
%
|
|
$
|
1,028
|
|
|
|
34.0
|
%
|
|
$
|
392
|
|
|
|
34.0
|
%
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nondeductible expenses
|
|
|
99
|
|
|
|
3.5
|
|
|
|
72
|
|
|
|
2.4
|
|
|
|
33
|
|
|
|
2.9
|
|
(Increase)/decrease in prior year NOL (correction)
|
|
|
(85
|
)
|
|
|
(3.0
|
)
|
|
|
(1,127
|
)
|
|
|
(37.3
|
)
|
|
|
|
|
|
|
|
|
Foreign subsidiary losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
|
(0.9
|
)
|
Higher (lower) rates on earnings of foreign operations
|
|
|
(9
|
)
|
|
|
(0.3
|
)
|
|
|
211
|
|
|
|
7.0
|
|
|
|
1
|
|
|
|
0.1
|
|
State taxes, net of federal benefit
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
0.2
|
|
|
|
(37
|
)
|
|
|
(3.2
|
)
|
Uncertain tax positions
|
|
|
(70
|
)
|
|
|
(2.5
|
)
|
|
|
63
|
|
|
|
2.1
|
|
|
|
149
|
|
|
|
12.9
|
|
Changes in valuation allowance
|
|
|
(55
|
)
|
|
|
(2.0
|
)
|
|
|
843
|
|
|
|
27.9
|
|
|
|
(237
|
)
|
|
|
(20.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
836
|
|
|
|
29.7
|
%
|
|
$
|
1,096
|
|
|
|
36.3
|
%
|
|
$
|
291
|
|
|
|
25.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77
Temporary differences between the financial statement carrying
amounts and the tax basis of assets and liabilities that give
rise to the deferred income taxes as of December 31, 2009
and 2008 are presented below:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
Federal and state loss carryforwards
|
|
$
|
6,301
|
|
|
$
|
5,478
|
|
Federal tax credits
|
|
|
305
|
|
|
|
336
|
|
Foreign loss carryforwards
|
|
|
2,259
|
|
|
|
2,274
|
|
Inventory reserve and capitalization
|
|
|
122
|
|
|
|
114
|
|
Intangible assets
|
|
|
1
|
|
|
|
9
|
|
Other accruals and reserves
|
|
|
232
|
|
|
|
207
|
|
|
|
|
|
|
|
|
|
|
Total gross deferred tax assets
|
|
|
9,220
|
|
|
|
8,418
|
|
Less valuation allowance
|
|
|
(8,119
|
)
|
|
|
(8,175
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
1,101
|
|
|
|
243
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
Property and equipment
|
|
|
(851
|
)
|
|
|
(149
|
)
|
Untaxed foreign reserves
|
|
|
(338
|
)
|
|
|
(137
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(1,189
|
)
|
|
|
(286
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax liabilities
|
|
$
|
(88
|
)
|
|
$
|
(43
|
)
|
|
|
|
|
|
|
|
|
|
The Company reduces its deferred tax assets by a valuation
allowance when, based upon the available evidence, it is more
likely than not that a significant portion of the deferred tax
assets will not be realized. At December 31, 2009, the
Companys deferred tax valuation allowance was attributable
to operating loss carryforwards from its various domestic
jurisdictions and one of its foreign subsidiaries. It is the
Companys belief that it is more likely than not the
deferred tax assets generated by the operating loss
carryforwards in these jurisdictions will not be realized in
future periods.
The components giving rise to the net deferred tax assets
described above have been included in the accompanying
consolidated balance sheets as of December 31, 2009 and
2008 as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Current assets
|
|
$
|
250
|
|
|
$
|
94
|
|
|
|
|
|
|
|
|
|
|
Noncurrent assets
|
|
$
|
851
|
|
|
$
|
149
|
|
Noncurrent liabilities
|
|
|
(1,189
|
)
|
|
|
(286
|
)
|
|
|
|
|
|
|
|
|
|
Net noncurrent liabilities
|
|
$
|
(338
|
)
|
|
$
|
(137
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred assets (liabilities)
|
|
$
|
(88
|
)
|
|
$
|
(43
|
)
|
|
|
|
|
|
|
|
|
|
At December 31, 2009, the Company has net operating loss
carryforwards for federal income tax purposes of
$16.6 million, which are available to offset future federal
taxable income, if any, which expire beginning in 2010 through
2029. In addition, two of the Companys domestic
subsidiaries have net economic loss carryforwards for state
income tax purposes of $10.3 million, which are available
to offset future state taxable income, if any, through 2027 and
2028. Further, one of the Companys foreign subsidiaries
also has loss carryforwards for German tax purposes of
$5.9 million, which are available to offset future foreign
taxable income.
78
The Tax Reform Act of 1986 contains provisions that limit the
ability to utilize net operating loss carryforwards in the case
of certain events including significant changes in ownership
interests. If the net operating loss carryforwards are limited
and the Company has taxable income that exceeds the permissible
yearly net operating loss, the Company would incur a federal
income tax liability even though net operating losses would be
available in future years.
The Company also has research and development tax credits for
federal income tax purposes of $305,000 at December 31,
2009 that expire in various years from 2010 through 2023.
|
|
(17)
|
Related
Party Transactions
|
As more fully described in Note 12, the Company sold shares
of Series K Preferred to multiple investors in October and
December 2009. Two of the investors who purchased Series K
Preferred in December 2009, John K. Pirotte and Helga Houston,
are members of the Companys board of directors.
Mr. Pirotte purchased 10 shares of Series K
Preferred with an aggregate liquidation preference of $50,000
and Ms. Houston purchased 4 shares of Series K
Preferred with an aggregate liquidation preference of $20,000.
Subsequent to December 31, 2009, in January 2010, John D.
Higgins, a member of the Companys board of directors and
David L. Turney, the Companys Chairman of the Board,
President and Chief Executive Officer, purchased Series K
Preferred. Mr. Higgins purchased 10 shares of
Series K Preferred with an aggregate liquidation preference
of $50,000 and Mr. Turney purchased 1 share of
Series K Preferred with a liquidation preference of $5,000.
|
|
(18)
|
Segment
and Geographic Information
|
Until the divestiture of DAC in April 2007 (see Note 3),
DRI conducted its operations in two business segments,
(1) the transportation communications segment; and
(2) the law enforcement and surveillance segment. The law
enforcement and surveillance segment is reflected as
discontinued operations in the accompanying consolidated
financial statements and is no longer reflected as an operating
segment. Accordingly, the accompanying consolidated statements
of operations report the results of operations of our only
remaining operating segment and no separate disclosure is
provided herein.
Geographic information for continuing operations is provided
below. Long-lived assets include net property and equipment and
other assets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Net sales continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
$
|
32,104
|
|
|
$
|
30,576
|
|
|
$
|
27,687
|
|
Europe
|
|
|
26,602
|
|
|
|
20,008
|
|
|
|
15,899
|
|
Asia-Pacific
|
|
|
15,644
|
|
|
|
8,018
|
|
|
|
4,839
|
|
Middle East
|
|
|
381
|
|
|
|
948
|
|
|
|
2,272
|
|
South America
|
|
|
7,554
|
|
|
|
11,009
|
|
|
|
7,235
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
82,285
|
|
|
$
|
70,559
|
|
|
$
|
57,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
$
|
3,670
|
|
|
$
|
2,982
|
|
|
$
|
1,345
|
|
Europe
|
|
|
1,948
|
|
|
|
1,527
|
|
|
|
1,538
|
|
Asia-Pacific
|
|
|
313
|
|
|
|
46
|
|
|
|
44
|
|
South America
|
|
|
225
|
|
|
|
209
|
|
|
|
246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,156
|
|
|
$
|
4,764
|
|
|
$
|
3,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Geographic information regarding net sales was determined based
upon sales to each geographic area. |
|
** |
|
Geographic information regarding long-lived assets was
determined based upon the recorded value of those assets on the
balance sheets of each of the geographic locations. |
79
The Company, in the normal course of its operations, is involved
in legal actions incidental to the business. In
managements opinion, the ultimate resolution of these
matters will not have a material adverse effect upon the current
financial position of the Company or future results of
operations.
|
|
(20)
|
Foreign
Tax Settlement
|
At December 31, 2006, Mobitec Brazil, recorded a liability
for Imposto sobre Produtos Industrializados (Industrialized
Products Tax or IPI Tax), a form of federal
value-added tax in Brazil, and related penalties and interest
assessed by Brazils Federal Revenue Service
(FRS) in the amount of $1.5 million, or
$750,000 net of the minority ownership in Mobitec Brazil.
The assessment was the result of an audit performed by the FRS
in 2006 for the periods January 1, 1999 to June 30,
2006 and varying interpretations of Brazils complex tax
laws by the FRS and the Company. Prior to the audit conducted by
the FRS, the Company, under guidance provided by its Brazilian
legal counsel, interpreted certain provisions of Brazils
tax laws to conclude IPI Tax was suspended on sales of Mobitec
Brazils products to be used in the manufacture of buses.
Upon conclusion of the FRS audit in December 2006, the Company
and its Brazilian legal counsel were informed the FRS did not
concur with the Companys assessment that suspension of IPI
Tax on Mobitec Brazils sales of products to end users to
be used in the manufacture of buses was appropriate. The Company
reached a settlement with the FRS to pay the assessed amount in
monthly installments over a five-year period.
Under the provisions of a new law enacted in Brazil in 2009, the
FRS has provided relief to certain Brazilian entities by
allowing a partial reduction in the amount of IPI tax
obligations and related penalties and interest that have been
previously assessed against those entities. Pursuant to the
provisions of the new law, the outstanding IPI tax obligations,
including penalties and interest, of Mobitec Brazil previously
assessed, which are reflected as foreign tax settlement in the
accompanying consolidated balance sheet, were reduced by
approximately $275,000 (based on exchange rates as of
December 31, 2009). Accordingly, in September 2009, we
recorded an adjustment to reduce the foreign tax settlement by
approximately $275,000, with a corresponding adjustment of
$242,000 (based on exchange rates as of December 31,
2009) to reduce selling, general, and administrative
expenses. The difference in the amount of the reduction recorded
to the liability and the amount of the reduction recorded to
expenses arises from different currency exchange rates used to
convert transactions reported in Mobitec Brazils
functional currency to U.S. dollars on the balance sheet
and statement of operations, as described in Note 1.
80
The basic net income (loss) per common share has been computed
based upon the weighted average shares of Common Stock
outstanding. Diluted net income (loss) per common share has been
computed based upon the weighted average shares of Common Stock
outstanding and shares that would have been outstanding assuming
the issuance of Common Stock for all potentially dilutive
equities outstanding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands, except share amounts)
|
|
|
Net income applicable to common shareholders of DRI Corporation
|
|
$
|
1,511
|
|
|
$
|
1,193
|
|
|
$
|
380
|
|
Effect of dilutive securities on net income of DRI Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible debt
|
|
|
|
|
|
|
10
|
|
|
|
|
|
Convertible preferred stock
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common shareholders of DRI Corporation,
assuming conversions
|
|
$
|
1,522
|
|
|
$
|
1,203
|
|
|
$
|
380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding Basic
|
|
|
11,548,403
|
|
|
|
11,333,984
|
|
|
|
10,751,220
|
|
Effect of dilutive securities on shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
10,898
|
|
|
|
26,170
|
|
|
|
73,078
|
|
Warrants
|
|
|
71,504
|
|
|
|
19,925
|
|
|
|
321,809
|
|
Convertible debt
|
|
|
|
|
|
|
112,394
|
|
|
|
|
|
Convertible preferred stock
|
|
|
85,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding Diluted
|
|
|
11,715,807
|
|
|
|
11,492,473
|
|
|
|
11,146,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The calculation of weighted average shares outstanding for the
years ended December 31, 2009, 2008 and 2007 excludes
preferred stock convertible into 1,695,433, 1,641,729 and
1,566,574 shares of Common Stock, respectively, because
they are anti-dilutive, and 2,010,049, 2,533,039 and 1,324,260,
respectively, of stock options and warrants because these
securities would not have been dilutive for these periods due to
the fact that the exercise prices were greater than the average
market price of our Common Stock for these periods or the total
assumed proceeds under the treasury stock method resulted in
negative incremental shares.
|
|
(22)
|
Unaudited
Quarterly Financial Data
|
The following is a summary of unaudited quarterly results of
operations for the years ended December 31, 2009 and 2008,
respectively. Refer to Revenue Recognition in Note 1 for
discussion of items impacting unaudited quarterly financial data.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2009
|
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
|
(In thousands, except share and per share amounts)
|
|
|
|
|
(Unaudited)
|
|
|
|
Net sales
|
|
$
|
13,202
|
|
|
$
|
21,514
|
|
|
$
|
21,555
|
|
|
$
|
26,014
|
|
Gross profit
|
|
|
3,686
|
|
|
|
6,670
|
|
|
|
7,167
|
|
|
|
7,273
|
|
Operating income (loss)
|
|
|
(866
|
)
|
|
|
1,326
|
|
|
|
2,007
|
|
|
|
1,375
|
|
Net income (loss) applicable to common shareholders of DRI
Corporation
|
|
|
(1,149
|
)
|
|
|
1,075
|
|
|
|
842
|
|
|
|
743
|
|
Net income (loss) applicable to common shareholders per common
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.10
|
)
|
|
$
|
0.09
|
|
|
$
|
0.07
|
|
|
$
|
0.06
|
|
Diluted
|
|
$
|
(0.10
|
)
|
|
$
|
0.09
|
|
|
$
|
0.07
|
|
|
$
|
0.06
|
|
Weighted average number of common shares and common share
equivalents outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
11,473,219
|
|
|
|
11,498,254
|
|
|
|
11,522,979
|
|
|
|
11,696,980
|
|
Diluted
|
|
|
11,473,219
|
|
|
|
13,228,690
|
|
|
|
13,395,830
|
|
|
|
13,629,129
|
|
81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2008
|
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
|
(In thousands, except share and per share amounts)
|
|
|
|
|
(Unaudited)
|
|
|
|
Net sales
|
|
$
|
17,025
|
|
|
$
|
19,103
|
|
|
$
|
18,794
|
|
|
$
|
15,637
|
|
Gross profit
|
|
|
6,032
|
|
|
|
6,543
|
|
|
|
6,500
|
|
|
|
4,813
|
|
Operating income (loss)
|
|
|
1,436
|
|
|
|
1,492
|
|
|
|
1,503
|
|
|
|
(517
|
)
|
Net income (loss) applicable to common shareholders of DRI
Corporation
|
|
|
648
|
|
|
|
384
|
|
|
|
662
|
|
|
|
(501
|
)
|
Net income (loss) applicable to common shareholders per common
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.06
|
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
|
$
|
(0.04
|
)
|
Diluted
|
|
$
|
0.06
|
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
|
$
|
(0.04
|
)
|
Weighted average number of common shares and common share
equivalents outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
11,197,563
|
|
|
|
11,227,274
|
|
|
|
11,453,588
|
|
|
|
11,464,333
|
|
Diluted
|
|
|
12,873,397
|
|
|
|
11,610,692
|
|
|
|
13,052,316
|
|
|
|
11,464,333
|
|
|
|
(23)
|
Employee
Benefit Plan
|
The Company has a defined contribution plan which covers
substantially all of its full-time employees. The
employees annual contributions are limited to the maximum
allowed under the Internal Revenue Code. The Company may elect
to match employee contributions and make further discretionary
contributions to the plan. For the years ended December 31,
2009, 2008, and 2007, the Company did not elect to contribute to
the plan on behalf of the employees.
On March 25, 2010, Mobitec AB modified certain of its existing
loan and credit agreements with Handelsbanken to amend its
existing credit facility with Handelsbanken to (i) extend, from
April 30, 2010 to September 30, 2010, the 3.5 million krona
(approximately US$483,000, based on exchange rates as of the
date of the modification) increase to Mobitec ABs
borrowing capacity under the credit facilities, which increase
was first effected on June 16, 2009, and (ii) increase the
annual interest rate on the credit facilities from T/N STIBOR
plus 3.65% to T/N STIBOR plus 3.80%.
Also on March 25, 2010, Mobitec AB entered into an amendment to
the Mobitec Term Loan to extend the repayment date for the
outstanding principal balance of 1.5 million krona
(approximately US$207,000, based on exchange rates as of the
date of the modification) from March 31, 2010 to September 30,
2010.
82
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
None.
|
|
Item 9A(T).
|
Controls
and Procedures
|
The Companys management, under the supervision and with
the participation of the Chief Executive Officer and Chief
Financial Officer, conducted an evaluation of the effectiveness
of the design and operation of the Companys disclosure
controls and procedures as defined under Rule
13a-15(e)
promulgated under the Securities Exchange Act of 1934, as
amended (the Exchange Act). Based on this
evaluation, the Chief Executive Officer and the Chief Financial
Officer concluded that the Companys disclosure controls
and procedures were not effective as of December 31, 2009,
the end of the period covered by this annual report on
Form 10-K,
due to the existence of the material weaknesses described below.
Managements
Report on Internal Control Over Financial
Reporting
The management of DRI Corporation is responsible for
establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act
Rule 13a-15(f).
Management, under the supervision and with the participation of
the Chief Executive Officer and Chief Financial Officer,
conducted an evaluation of the effectiveness of the
Companys internal control over financial reporting based
on the Internal Control- Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on its evaluation,
management concluded that the Companys internal control
over financial reporting was not effective as of
December 31, 2009 due to the existence of a material
weakness discussed below. A material weakness is a deficiency,
or a combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility
that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis.
Our disclosure controls and procedures as well as our internal
controls over financial reporting are designed to provide
reasonable assurance of achieving their objectives as specified
above. Management does not expect, however, that our disclosure
controls and procedures as well as our internal controls over
financial reporting will prevent or detect all error and fraud.
Any control system, no matter how well designed and operated, is
based upon certain assumptions and can provide only reasonable,
not absolute, assurance that its objectives will be met.
Further, no evaluation of controls can provide absolute
assurance that misstatements due to error or fraud will not
occur or that all control issues and instances of fraud, if any,
within the Company have been detected.
This Annual Report does not include an attestation report of the
Companys registered public accounting firm regarding
internal control over financial reporting. The effectiveness of
internal control over financial reporting was not subject to
attestation by the Companys independent registered public
accounting firm pursuant to temporary rules of the SEC that
permit the Company to provide only managements report in
this Annual Report.
Material
Weakness Mobitec Brazil
In 2008, we identified several deficiencies in the design and
effectiveness of internal control over financial reporting at
our Mobitec Brazil joint venture business unit that, when
considered in combination, indicated a material weakness. The
control deficiencies identified resulted from inadequate
implementation of formal policies and procedures and, where
control processes had been implemented, inadequate documentation
to provide evidence that such processes were operating
effectively. Control deficiencies were identified in the
following areas: inventory management, revenue recognition,
accounts receivable, accounts payable, billing, order entry,
purchasing, financial reporting, and information technology
(IT). Although these control deficiencies had been
identified, management believes it has performed adequate
evaluation and analysis of financial information reported by
Mobitec Brazil to provide reasonable assurance that no material
misstatements entered the accompanying consolidated financial
statements.
83
Efforts to remediate the internal control deficiencies
identified at Mobitec Brazil began in 2008 and, as expected, are
still in process. Remediation efforts include the implementation
of formal policies and procedures which will include the
necessary level of documentation to ensure internal controls are
designed and operating effectively at all times. Prior to
mid-2009, remediation efforts were impeded as a consequence of
the Company having less than complete ownership of Mobitec
Brazil. Additionally, there was not a full-time employee at
Mobitec Brazil who had experience in U.S. GAAP accounting
or an understanding of implementing and managing effective
internal control procedures. Effective July 1, 2009, we
acquired the remaining 50% of Mobitec Brazil and, on that date,
took full control of all operations of Mobitec Brazil. In August
2009 we hired a Financial Controller with experience in
U.S. public companies and knowledge of requirements of the
Sarbanes-Oxley Act of 2002. The hiring of the Financial
Controller has bolstered our efforts to remediate the internal
control deficiencies at Mobitec Brazil and we have seen
significant progress in this area in the last quarter of 2009
and into 2010. We plan to complete remediation of the internal
control deficiencies in 2010 and management is continuing to
monitor the progress of the remediation efforts on an on-going
basis. Additionally, we will engage a third-party consultant to
help with this process in 2010. Further, while remediation
efforts are in process and until such time as remediation is
complete, management will continue to perform the evaluations
and analyses we believe adequate to provide reasonable assurance
there are no material misstatements of our financial statements.
Material
Weakness Revenue Recognition
During our 2008 year-end audit, management identified a
material weakness in internal controls related to revenue
recognition. The Company entered into certain revenue
transactions with customers that were unique when compared to
contracts executed in prior periods. These contracts contained
multiple elements and deliverables, some of which were
potentially contingent on each other. Revenue recognition in
these types of contracts can be complicated and require thorough
evaluation and documentation to ensure revenue is properly
accounted for in accordance with GAAP. During our
2008 year-end closing process and related audit, it was
determined that adequate evaluation and documentation of certain
of these transactions had not occurred and, as a result, errors
in our recognition of revenue during the year had occurred. As a
result, the Company and the Audit Committee of the Company
concluded that restatement of our second quarter 2008
consolidated financial statements was necessary. The Company
filed an amended
Form 10-Q
for the quarterly period ended June 30, 2008 on
March 31, 2009.
In connection with the material weakness in internal control
related to revenue recognition, the following actions were taken
by the Company in 2009:
|
|
|
|
|
A review of open sales orders is performed on a daily basis by
an accounting manager. This review allows us to identify new
orders with multiple deliverables as they are received so that
we may determine the appropriate revenue accounting method to be
applied and begin properly accounting for such orders
immediately upon receipt.
|
|
|
|
A separate file of supporting documentation for each identified
multiple deliverable order is compiled and organized by an
accounting manager. Documentation in the file folder for each
order with multiple deliverables includes copies of the contract
or purchase order, customer acceptance forms,
E-mail
correspondence with accounting management, sales management,
project management, and customer representatives, as well as
support for fair value calculations performed in applying the
proper revenue accounting methods. Maintaining separate files
with supporting documentation for each multiple deliverable
contract allows for an efficient review by management and helps
maintain a proper audit trail.
|
|
|
|
Each month, the Corporate Assistant Controller reviews the
month-end open sales order report to ensure that all multiple
deliverable contracts have been properly identified. In
addition, for all contracts identified as containing multiple
deliverables, the Corporate Assistant Controller reviews the
documentation supporting the fair value calculations including
the deliverables and the corresponding fair values, and also
reviews the calculation for computational errors.
|
84
|
|
|
|
|
The Chief Financial Officer reviews all contracts exceeding a
set scope to determine the appropriate revenue accounting
guidance to be applied. Additionally, the Chief Financial
Officer performs a review of the fair value calculations of
contracts identified as containing multiple deliverables as well
as a review of the appropriateness of the revenue accounting
guidance applied to those contracts. This review is secondary to
and in addition to the review performed by the Corporate
Assistant Controller described above.
|
Although the above actions were taken during 2009, management
has determined that the material weakness in internal control
related to revenue recognition had not been remediated and still
existed as of December 31, 2009. Management has determined
that due to the complexity of interpreting the various
provisions of the accounting rules that determine proper revenue
recognition on multiple element arrangements entered into by the
Company, we do not have the expertise within our current
organization to adequately evaluate these arrangements and
determine proper revenue recognition for such arrangements. As a
result, the Company plans to engage a revenue recognition expert
from an independent public accounting firm in fiscal year 2010
to assist the Company in reviewing all multiple element
arrangements entered into by the Company and in evaluating such
arrangements to determine proper accounting treatment for
recognizing revenue under GAAP. We believe the engagement of a
revenue recognition expert in conjunction with the actions taken
in 2009 as described herein will result in remediation of the
material weakness in internal control related to revenue
recognition in 2010, though we can give no assurance of such.
Changes
in Internal Control over Financial Reporting
There were no changes in our internal control over financial
reporting during the quarter ended December 31, 2009, that
have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
|
|
Item 9B.
|
Other
Information
|
None.
PART III
Certain information required by Part III is incorporated by
reference to the Companys definitive Proxy Statement
pursuant to Regulation 14A relating to the annual meeting
of shareholders for 2009, which shall be filed with the SEC no
later than April 30, 2010 (the Proxy
Statement). Only those sections of the Proxy Statement
that specifically address the items set forth herein are
incorporated by reference.
|
|
Item 10.
|
Directors,
Executive Officers and Corporate Governance
|
The information called for by this item is incorporated herein
by reference to the Proxy Statement.
|
|
Item 11.
|
Executive
Compensation
|
The information called for by this item is incorporated herein
by reference to the Proxy Statement.
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Shareholder Matters
|
The information called for by this item is incorporated herein
by reference to the Proxy Statement.
|
|
Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
The information called for by this item is incorporated herein
by reference to the Proxy Statement.
|
|
Item 14.
|
Principal
Accountant Fees and Services
|
The information called for by this item is incorporated herein
by reference to the Proxy Statement.
85
PART IV
(1)(2)
Financial Statements
See the Index to Consolidated Financial Statements in
Part II, Item 8.
The following documents are filed herewith or have been included
as exhibits to previous filings with the SEC and are
incorporated herein by this reference:
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Document
|
|
|
3
|
.1
|
|
Amended and Restated Articles of Incorporation of the Company
(incorporated herein by reference from the Companys
Registration Statement on
Form S-3,
filed with the SEC on December 23, 2003)
|
|
3
|
.1.1
|
|
Articles of Amendment to the Articles of Incorporation of the
Company an amendment to eliminate a staggered election of Board
members (incorporated herein by reference to the Companys
Report on
Form 10-Q
for the quarter ended June 30, 2005)
|
|
3
|
.1.2
|
|
Articles of Amendment to Articles of Incorporation of the
Company, dated February 2, 2010, amending and restating the
Companys Preferred Stock capitalization (filed herewith)
|
|
3
|
.2
|
|
Articles of Amendment to Articles of Incorporation of the
Company containing Certificate of Designation of Series E
Redeemable Nonvoting Convertible Stock (incorporated herein by
reference from the Companys Report on
Form 8-K,
filed with the SEC on November 12, 2003.)
|
|
3
|
.3
|
|
Articles of Amendment to Articles of Incorporation of the
Company containing Amended and Restated Certificate of
Designation of Series F Redeemable Convertible Preferred
Stock (incorporated herein by reference from the Companys
Report on
Form 8-K,
filed with the SEC on April 14, 2004)
|
|
3
|
.4
|
|
Articles of Amendment to the Articles of Incorporation of the
Company containing Series AAA Preferred Stock Change in
Quarterly Dividend Accrual and Conversion Price (incorporated
herein by reference to the Companys Report on
Form 10-K
for the year ended December 31, 2004)
|
|
3
|
.5
|
|
Articles of Amendment to Articles of Incorporation of the
Company containing Amended and Restated Certificate of
Designation of Series G Convertible Preferred Stock
(incorporated herein by reference to the Companys Report
on
Form 8-K
filed on June 28, 2005)
|
|
3
|
.5.1
|
|
Articles of Correction of Articles of Amendment to the Articles
of Incorporation of the Company containing a correction to an
error in the Amended Certificate of Designation of Series G
Convertible Preferred Stock (incorporated herein by reference to
the Companys Report on
Form 10-Q
for the quarter ended June 30, 2005)
|
|
3
|
.6
|
|
Articles of Amendment to Articles of Incorporation of the
Company containing Amended and Restated Certificate of
Designation of Series H Convertible Preferred Stock
(incorporated herein by reference to the Companys Report
on
Form 8-K
filed on November 4, 2005)
|
|
3
|
.7
|
|
Articles of Amendment to Articles of Incorporation of the
Company containing Amended and Restated Certificate of
Designation of Series I Convertible Preferred Stock
(incorporated herein by reference to the Companys Report
on
Form 8-K
filed on March 23, 2006)
|
|
3
|
.8
|
|
Articles of Amendment to Articles of Incorporation of the
Company containing Certificate of Designation of Series D
Junior Participating Preferred Stock (incorporated herein by
reference to the Companys Registration Statement on
Form 8-A
filed with the SEC on December 17, 1999)
|
|
3
|
.8.1
|
|
Amendment No. 1 to Certificate of Designation of
Series D Junior Participating Preferred Stock (incorporated
herein by reference to the Companys Report on
Form 8-K
filed with the SEC on September 28, 2006)
|
|
3
|
.8.2
|
|
Amendment No. 2 to Certificate of Designation of
Series D Junior Participating Preferred Stock (incorporated
herein by reference to the Companys Registration Statement
on
Form 8-A
filed with the SEC on October 2, 2006)
|
86
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Document
|
|
|
3
|
.9
|
|
Articles of Amendment to Articles of Incorporation of the
Company containing Amended and Restated Certificate of
Designation of Series J Convertible Preferred Stock
(incorporated herein by reference to the Companys Report
on
Form 10-Q
for the quarter ended June 30, 2007)
|
|
3
|
.10
|
|
Articles of Amendment to Articles of Incorporation of the
Company containing Certificate of Designation of Series K
Senior Convertible Preferred Stock (incorporated herein by
reference to the Companys Report on
Form 8-K
filed with the SEC on October 15, 2009)
|
|
3
|
.10.1
|
|
Articles of Amendment to Articles of Incorporation of the
Company containing Certificate of Designation of Series K
Senior Convertible Preferred Stock (incorporated herein by
reference to the Companys Report on
Form 8-K
filed with the SEC on November 12, 2009)
|
|
3
|
.10.2
|
|
Articles of Amendment to Articles of Incorporation of the
Company containing Certificate of Designation of Series K
Senior Convertible Preferred Stock, dated December 29, 2009
(filed herewith)
|
|
3
|
.10.3
|
|
Amendment to Certificate of Designation of Series K Senior
Convertible Preferred Stock, dated January 5, 2010 (filed
herewith)
|
|
3
|
.11
|
|
Amended and Restated Bylaws of the Company (incorporated herein
by reference to the Companys Report on
Form 8-K
filed on September 18, 2006)
|
|
3
|
.11.1
|
|
Amendment to Bylaws of DRI Corporation, dated as of
September 12, 2007 (incorporated herein by reference to the
Companys Report on
Form 8-K
filed with the SEC on September 14, 2007)
|
|
4
|
.1
|
|
Form of specimen certificate for Common Stock of the Company
(incorporated herein by reference from the Companys
Registration Statement on
Form SB-2,
filed with the SEC (SEC File
No. 33-82870-A)
|
|
4
|
.2
|
|
Form of Underwriters Warrants issued by the Company to the
Underwriter (incorporated herein by reference from the
Companys Report on
Form 8-K,
filed with the SEC on April 22, 2004)
|
|
4
|
.3
|
|
Warrant Agreement between the Company and Continental Stock
Transfer & Trust Company (incorporated herein by
reference from the Companys Registration Statement on
Form SB-2,
filed with the SEC (SEC File
No. 33-82870-A))
|
|
4
|
.4
|
|
Rights Agreement, dated as of September 22, 2006, between
the Company and American Stock Transfer &
Trust Company, as Rights Agent, together with the following
exhibits thereto: Exhibit A Certificate of
Designation of Series D Junior Participating Preferred
Stock of Digital Recorders, Inc. and the Amendment to
Certificate of Designation of Series D Junior Participating
Preferred Stock of Digital Recorders, Inc.;
Exhibit B Form of Right Certificate; and
Exhibit C Summary of Rights to Purchase Shares
(incorporated herein by reference to the Companys
Registration Statement on
Form 8-A
filed with the Securities and Exchange Commission on
October 2, 2006)
|
|
4
|
.4.1
|
|
Amendment No. 2 to Rights Agreement, dated July 8,
2004, between Digital Recorders, Inc. and Continental Stock
Transfer & Trust Company (incorporated herein by
reference to the Companys Report on
Form 8-K,
filed with the SEC on July 8, 2004)
|
|
4
|
.5
|
|
Omnibus Amendment dated as of January 10, 2007, effective
December 31, 2006, by and among the Company, TwinVision of
North America, Inc., Digital Audio Corporation, Robinson-Turney
International, Inc., and Laurus Master Fund, Ltd. (incorporated
herein by reference to the Companys Report on
Form 8-K
filed with the SEC on January 16, 2007)
|
|
4
|
.6
|
|
Amended and Restated Secured Term Note dated as of
January 10, 2007, effective December 31, 2006, by and
between the Company, TwinVision of North America, Inc., Digital
Audio Corporation, Robinson-Turney International, Inc., and
Laurus Master Fund, Ltd. (incorporated herein by reference to
the Companys Report on
Form 8-K
filed with the SEC on January 16, 2007)
|
|
4
|
.7
|
|
Second Amended and Restated Registration Rights Agreement dated
as of January 10, 2007, effective December 31, 2006,
by and between the Company and Laurus Master Fund, Ltd.
(incorporated herein by reference to the Companys Report
on
Form 8-K
filed with the SEC on January 16, 2007)
|
87
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Document
|
|
|
4
|
.8
|
|
Warrant, dated as of June 30, 2008, issued by the Company
to BHC Interim Funding III, L.P. (incorporated herein by
reference to the Companys Report on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
4
|
.8.1
|
|
First Amendment to Warrant, dated March 26, 2009, by and
between the Company and BHC Interim Funding III, L.P.
(incorporated by reference to the Companys Report on
Form 10-K
filed with the SEC on March 31, 2009)
|
|
4
|
.8.2
|
|
Second Amendment to Warrant, dated September 30, 2009, by
and between the Company and BHC Interim Funding III, L.P.
(incorporated by reference to the Companys Report on
Form 10-Q
for the quarter ended September 30, 2009)
|
|
4
|
.8.3
|
|
Third Amendment to Warrant, dated December 29, 2009, by and
between the Company and BHC Interim Funding III, L.P., (filed
herewith)
|
|
4
|
.9
|
|
Stock Purchase Warrant, dated as of October 13, 2003,
issued by the Company to Dolphin Offshore Partners, L.P.
(terminated) (incorporated herein by reference to the
Companys Report on
Form 8-K,
, filed with the SEC on November 12, 2003)
|
|
4
|
.10
|
|
Warrant Agreement, dated March 23, 2004, between Digital
Recorders, Inc. and Fairview Capital Ventures LLC (incorporated
herein by reference to the Companys Registration Statement
on
Form S-3,
filed with the SEC on April 16, 2004)
|
|
4
|
.11
|
|
Form of Warrant dated as of April 21, 2004, issued by
Digital Recorders, Inc. to each of the Investors named in the
Securities Purchase Agreement filed as Exhibit 10.16 hereto
(incorporated herein by reference to the Companys Report
on
Form 8-K,
filed with the SEC on April 22, 2004)
|
|
4
|
.12
|
|
Warrant, dated April 26, 2004, issued by the Company to
Roth Capital Partners, LLC (incorporated herein by reference to
the Companys quarterly report on
Form 10-Q
for the quarter ended March 31, 2004)
|
|
4
|
.12.1
|
|
Amended and Restated Warrant, dated October 6, 2004, issued
by the Company to Roth Capital Partners, LLC (incorporated
herein by reference the Companys quarterly report on
Form 10-Q
for the quarter ended September 30, 2004)
|
|
4
|
.13
|
|
Warrant, dated October 6, 2004, issued by the Company to
Riverview Group, LLC (incorporated herein by reference to the
Companys Report on
Form 8-K,
filed with SEC on October 7, 2004)
|
|
4
|
.14
|
|
Stock Purchase Warrant, dated June 23, 2005, issued by the
Company to Dolphin Offshore Partners, L.P. (incorporated herein
by reference to the Companys Report on
Form 8-K
filed on June 28, 2005)
|
|
4
|
.15
|
|
Form of Stock Purchase Warrant between John D. Higgins and the
Company (incorporated herein by reference to the Companys
Report on
Form 8-K
filed on November 4, 2005)
|
|
4
|
.16
|
|
Common Stock Purchase Warrant between the Company and Laurus
Master Fund, Ltd., dated March 15, 2006 (incorporated
herein by reference to the Companys Report on
Form 8-K
filed on March 21, 2006)
|
|
4
|
.17
|
|
Stock Purchase Warrant issued by the Company to Transit Vehicle
Technology Investments, Inc., dated March 21, 2006
(incorporated herein by reference to the Companys Report
on
Form 8-K
filed on March 23, 2006)
|
|
4
|
.18
|
|
Common Stock Purchase Warrant issued by the Company to Laurus
Master Fund, Ltd., dated as of April 28, 2006 (incorporated
herein by reference to the Companys Report on
Form 8-K
filed on May 4, 2006)
|
|
10
|
.1
|
|
Form of Office Lease Agreement, between the Company and Sterling
Plaza Limited Partnership (incorporated herein by reference from
the Companys
Form 10-KSB/A,
filed with the SEC on May 21, 2001)
|
|
10
|
.1.1
|
|
First Amendment to Lease Agreement, between the Company and
Sterling Plaza Limited Partnership, d/b/a Dallas Sterling Plaza
Limited Partnership, dated August 25, 2003 (incorporated
herein by reference to the Companys Registration Statement
of
Form S-1,
filed with the SEC on January 4, 2005)
|
88
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Document
|
|
|
10
|
.1.2
|
|
Second Amendment to Lease Agreement between the Company and
Sterling Plaza Limited Partnership, d/b/a Dallas Sterling Plaza
Limited Partnership, dated September 17, 2004 (incorporated
herein by reference to the Companys Registration Statement
of
Form S-1,
filed with the SEC on January 4, 2005)
|
|
10
|
.2
|
|
Lease Agreement, between the Company and The Prudential Savings
Bank, F.S.B., dated December 18, 1998 (incorporated herein
by reference from the Companys
Form 10-KSB/A,
filed with the SEC on June 6, 2001)
|
|
10
|
.2.1
|
|
First Lease Amendment, between the company and Property Reserve,
Inc., f/k/a The Prudential Savings Bank, F.S.B., dated
December 11, 2002 (incorporated herein by reference to the
Companys Registration Statement of
Form S-1,
filed with the SEC on January 4, 2005)
|
|
10
|
.2.2
|
|
Second Lease Amendment, between the Company and Property
Reserve, Inc., f/k/a The Prudential Savings Bank, F.S.B., dated
August 21, 2003 (incorporated herein by reference to the
Companys Registration Statement of
Form S-1,
filed with the SEC on January 4, 2005)
|
|
10
|
.2.3
|
|
Third Lease Amendment, between the Company and Property Reserve,
Inc., f/k/a The Prudential Savings Bank, F.S.B., dated
August 21, 2003 (incorporated herein by reference to the
Companys Registration Statement of
Forms S-1,
filed with the SEC on January 4, 2005)
|
|
10
|
.2.4
|
|
Fourth Lease Amendment, between the Company and Property
Reserve, Inc., f/k/a The Prudential Savings Bank, F.S.B., dated
September 8, 2003 (incorporated herein by reference to the
Companys Registration Statement of
Form S-1,
filed with the SEC on January 4, 2005)
|
|
10
|
.3
|
|
Form of Loan Agreement dated as of August 26, 2002, between
the Company and John D. Higgins (incorporated herein by
reference to the Companys Report on
Form 8-K,
filed with the SEC on August 30, 2002)
|
|
10
|
.4
|
|
Form of Digital Recorders, Inc., 8% Convertible Debenture,
dated August 26, 2002, issued to John D. Higgins
(incorporated herein by reference to the Companys Report
on
Form 8-K,
filed with the SEC on August 30, 2002)
|
|
10
|
.5
|
|
Form of Security Agreement, dated August 26, 2002, between
the Company and John D. Higgins (incorporated herein by
reference to the Companys Report on
Form 8-K,
filed with the SEC on August 30, 2002)
|
|
10
|
.6
|
|
Form of Pledge Agreement, dated August 26, 2002, between
the Company and John D. Higgins (incorporated herein by
reference to the Companys Report on
Form 8-K,
filed with the SEC on August 30, 2002)
|
|
10
|
.7
|
|
Form of Subsidiary Guarantee, dated August 26, 2002, by
Subsidiaries of the Company in favor of John D. Higgins
(incorporated herein by reference to the Companys Report
on
Form 8-K,
filed with the SEC on August 30, 2002)
|
|
10
|
.8
|
|
Form of Subsidiary Security Agreement, dated August 26,
2002, among the Company, TwinVision of North America Inc., and
John D. Higgins (incorporated herein by reference to the
Companys Report on
Form 8-K,
filed with the SEC on August 30, 2002)
|
|
10
|
.9
|
|
Share Purchase Agreement, dated as of October 13, 2003, by
and between Dolphin Offshore Partners, L.P. and the Company
(incorporated herein by reference to the Companys Report
on
Form 8-K,
filed with the SEC on November 12, 2003)
|
|
10
|
.10
|
|
Securities Purchase Agreement, dated November 5, 2003, by
and between the Company, as seller, and BFSUS Special
Opportunities Trust PLC and Renaissance US
Growth & Investment Trust PLC, collectively as
purchasers (incorporated herein by reference to the
Companys Report on
Form 8-K,
filed with the SEC on November 12, 2003)
|
|
10
|
.11
|
|
Loan and Security Agreement, dated as of November 6, 2003,
by and between LaSalle Business Credit, LLC, as lender, and the
Company, as borrower (incorporated herein by reference to the
Companys Report on
Form 8-K,
filed with the SEC on November 12, 2003)
|
|
10
|
.11.1
|
|
Waiver, Consent and Fourth Amendment Agreement between the
Company and LaSalle Business Credit, LLC, dated March 6,
2006 (incorporated herein by reference to the Companys
Report on
Form 1-K
filed with the SEC on April 17, 2006)
|
89
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Document
|
|
|
10
|
.12
|
|
Amended and Restated Registration Rights Agreement, dated as of
April 1, 2004, by and between the Company and Dolphin
Offshore Partners, L.P. (incorporated herein by reference from
the Companys Report on
Form 8-K,
filed with the SEC on April 14, 2004)
|
|
10
|
.13
|
|
Securities Purchase Agreement dated as of April 21, 2004,
among Digital Recorders, Inc. and the investors named therein
(incorporated herein by reference to the Companys Report
on
Form 8-K,
filed with the SEC on April 22, 2004)
|
|
10
|
.14
|
|
Registration Rights Agreement, dated as of April 21, 2004,
among Digital Recorders, Inc. and the investors named therein
(incorporated herein by reference to the Companys Report
on
Form 8-K,
filed with the SEC on April 22, 2004)
|
|
10
|
.15
|
|
Securities Purchase Agreement, dated October 5, 2004,
between the Company and Riverview Group LLC (incorporated herein
by reference to the Companys Report on
Form 8-K,
filed with the SEC on October 7, 2004)
|
|
10
|
.16
|
|
Registration Rights Agreement, dated October 5, 2004,
between the Company and Riverview Group LLC (incorporated herein
by reference to the Companys Report on
Form 8-K,
filed with the SEC on October 7, 2004)
|
|
10
|
.17
|
|
Share Purchase Agreement, dated June 23, 2005, by and
between the Company and Dolphin Offshore Partners, L.P.
(incorporated herein by reference to the Companys Report
on
Form 8-K,
filed on June 28, 2005)
|
|
10
|
.18
|
|
Registration Rights Agreement, dated June 23, 2005, by and
between the company and Dolphin Offshore Partners, L.P.
(incorporated herein by reference to the Companys Report
on
Form 8-K,
filed on June 28, 2005)
|
|
10
|
.19
|
|
Promissory Note, dated July 25, 2005, between the Company
to Roth Capital Partners, LLC (incorporated herein by reference
to the Companys quarterly report on
Form 10-Q
for the quarter ended March 31, 2004)
|
|
10
|
.20
|
|
Share Purchase Agreement, dated October 31, 2005, between
John D. Higgins and the Company (incorporated herein by
reference to the Companys Report on
Form 8-K,
filed on November 4, 2005)
|
|
10
|
.21
|
|
Form of Registration Rights Agreement between John D. Higgins
and the Company (incorporated herein by reference to the
Companys Report on
Form 8-K
filed on November 4, 2005)
|
|
10
|
.22
|
|
Form of Certificate of Designation of Series H Convertible
Preferred Stock (incorporated herein by reference to the
Companys Report on
Form 8-K
filed on November 4, 2005)
|
|
10
|
.23
|
|
Secured Non-Convertible Revolving Note between the Company and
Laurus Master Fund, Ltd., dated March 15, 2006
(incorporated herein by reference to the Companys Report
on
Form 8-K
filed on March 21, 2006)
|
|
10
|
.24
|
|
Security Agreement (with Schedules) between the Company and
Laurus Master Fund, Ltd. dated March 15, 2006 (incorporated
herein by reference to the Companys Report on
Form 8-K
filed on March 21, 2006)
|
|
10
|
.25
|
|
Grant of Security Interest in Patents and Trademarks (with
Schedules) between the Company and Laurus Master Fund, Ltd.,
dated March 15, 2006 (incorporated herein by reference to
the Companys Report on
Form 8-K
filed on March 21, 2006)
|
|
10
|
.26
|
|
Stock Pledge Agreement (with Schedules) between the Company and
Laurus Master Fund, Ltd., dated March 15, 2006
(incorporated herein by reference to the Companys Report
on
Form 8-K
filed on March 21, 2006)
|
|
10
|
.27
|
|
Registration Rights Agreement between the Company and Laurus
Master Fund, Ltd., dated March 15, 2006 (incorporated
herein by reference to the Companys Report on
Form 8-K
filed on March 21, 2006)
|
|
10
|
.27.1
|
|
Amended and Restated Registration Rights Agreement dated as of
April 28, 2006, by and between Digital Recorders, Inc. and
Laurus Master Fund, Ltd., dated (incorporated herein by
reference to the Companys Report on
Form 8-K
filed on May 4, 2006)
|
90
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Document
|
|
|
10
|
.28
|
|
Share Purchase Agreement between the Company and Transit Vehicle
Technology Investments, Inc., dated March 21, 2006
(incorporated herein by reference to the Companys Report
on
Form 8-K
filed on March 23, 2006)
|
|
10
|
.29
|
|
Registration Rights Agreement Between the Company and Transit
Vehicle Technology Investments, Inc., dated March 21, 2006
(incorporated herein by reference to the Companys Report
on
Form 8-K
filed on March 23, 2006)
|
|
10
|
.30
|
|
Securities Purchase Agreement dated as of April 28, 2006,
by and between Digital Recorders, Inc., TwinVision of North
America, Inc., Digital Audio Corporation, and Robinson-Turney
International, Inc., and Laurus Master Fund, Ltd. (incorporated
herein by reference to the Companys Report on
Form 8-K
filed on May 4, 2006)
|
|
10
|
.30.1
|
|
Waiver and Consent, dated as of April 30, 2007, entered
into by and between Digital Recorders, Inc., TwinVision of North
America, Inc., Digital Audio Corporation, Robinson-Turney
International, Inc. and Laurus Master Fund, Ltd. (incorporated
herein by reference to the Companys Report on
Form 10-Q
for the quarter ended March 31, 2007)
|
|
10
|
.31
|
|
Secured Term Note by Digital Recorders, Inc., TwinVision of
North America, Inc., Digital Audio Corporation, and
Robinson-Turney International, Inc., issued to Laurus Master
Fund, Ltd., in the original principal amount of $1,600,000
(incorporated herein by reference to the Companys Report
on
Form 8-K
filed on May 4, 2006.)
|
|
10
|
.32
|
|
Share Purchase Agreement, dated as of April 30, 2007,
entered into by and among Dolphin Direct Equity Partners, LP,
Digital Audio Corporation and Digital Recorders, Inc.
(incorporated herein by reference to the Companys Report
on
Form 10-Q
for the quarter ended March 31, 2007)
|
|
10
|
.33
|
|
Promissory Note, dated April 30, 2007, by Dolphin Direct
Equity Partners, LP issued to Digital Recorders, Inc. in the
principal sum of $285,000 (incorporated herein by reference to
the Companys Report on
Form 10-Q
for the quarter ended June 30, 2007)
|
|
10
|
.34
|
|
Form of Share Purchase Agreement, dated June 11, 2007,
between Digital Recorders, Inc. and buyer of Series J
Convertible Preferred Stock of Digital Recorders, Inc. with
Schedule of Differences (incorporated herein by reference to the
Companys Report on
Form 10-Q
for the quarter ended June 30, 2007)
|
|
10
|
.35
|
|
Form of Registration Rights Agreement, dated June 11, 2007,
between Digital Recorders, Inc. and holder of Series J
Convertible Preferred Stock of Digital Recorders, Inc.
(incorporated herein by reference to the Companys Report
on
Form 10-Q
for the quarter ended June 30, 2007)
|
|
10
|
.36
|
|
Agreement, dated as of June 30, 2008, by and between the
Company and John D. Higgins (incorporated herein by reference to
the Companys Report on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.37
|
|
Revolving Credit and Security Agreement, dated as of
June 30, 2008, by and among PNC Bank, National Association
and Digital Recorders, Inc., TwinVision of North America, Inc.
and DRI Corporation (incorporated herein by reference to the
Companys Report on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.37.1
|
|
Amendment No. 2 to Revolving Credit and Security Agreement,
dated September 29, 2008, by and between Digital Recorders,
Inc., TwinVision of North America, Inc. and DRI Corporation, and
PNC Bank, National Association (incorporated by reference to the
Companys Report on
Form 10-Q
for the quarter ended September 30, 2008)
|
|
10
|
.37.2
|
|
Amendment No. 3 to Revolving Credit and Security Agreement,
dated as of March 26, 2009, by and between Digital
Recorders, Inc., TwinVision of North America, Inc. and DRI
Corporation, and PNC Bank, National Association (incorporated
herein by reference to the Companys Report on
Form 10-K
filed with the SEC on March 31, 2009)
|
|
10
|
.37.3
|
|
Amendment No. 4 to Revolving Credit and Security Agreement,
dated as of July 30, 2009, by and between Digital
Recorders, Inc., TwinVision of North America, Inc., and DRI
Corporation, and PNC Bank, National Association (incorporated
herein by reference to the Companys Report on
Form 8-K
filed with the SEC on August 5, 2009)
|
91
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Document
|
|
|
10
|
.37.4
|
|
Amendment No. 5 to Revolving Credit and Security Agreement,
dated as of October 5, 2009, by and among Digital
Recorders, Inc., TwinVision of North America, Inc., and DRI
Corporation, and PNC Bank, National Association (incorporated
herein by reference to the Companys Report on
Form 10-Q
for the quarter ended September 30, 2009
|
|
10
|
.37.5
|
|
Amendment No. 6 to Revolving Credit and Security Agreement,
dated as of December 29, 2009, by and among Digital
Recorders, Inc., TwinVision of North America, Inc., and DRI
Corporation, and PNC Bank, National Association (filed herewith)
|
|
10
|
.38
|
|
Revolving Credit Note, dated as of June 30, 2008, issued by
Digital Recorders, Inc., TwinVision of North America, Inc. and
DRI Corporation to PNC Bank, National Association (incorporated
herein by reference to the Companys Report on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.39
|
|
Loan and Security Agreement, dated as of June 30, 2008, by
and among Digital Recorders, Inc., TwinVision of North America,
Inc. and DRI Corporation, and BHC Interim Funding III, L.P.
(incorporated herein by reference to the Companys Report
on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.39.1
|
|
First Amendment to the Loan and Security Agreement, dated as of
July 30, 2008, by and among Digital Recorders, Inc.,
TwinVision of North America, Inc. and DRI Corporation, and BHC
Interim Funding III, L.P. (incorporated herein by reference to
the Companys Report on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.39.2
|
|
Second Amendment to the Loan and Security Agreement, dated as of
March 26, 2009, by and among Digital Recorders, Inc.,
TwinVision of North America, Inc. and DRI Corporation, and BHC
Interim Funding III, L.P. (incorporated herein by reference to
the Companys Report on
Form 10-K
filed with the SEC on March 31, 2009)
|
|
10
|
.39.3
|
|
Letter Agreement, dated as of July 21, 2009, by and among
Digital Recorders, Inc. and TwinVision of North America, Inc.,
as Borrowers, DRI Corporation, as Guarantor, and BHC Interim
Funding III, L.P. (incorporated herein by reference to the
Companys Report on
Form 10-Q
for the quarter ended June 30, 2009)
|
|
10
|
.39.3.1
|
|
Letter of Amendment to Letter Agreement, dated as of
July 31, 2009, by and among Digital Recorders, Inc. and
TwinVision of North America, Inc., as Borrowers, DRI
Corporation, as Guarantor, and BHC Interim Funding III, L.P., as
Lender (incorporated herein by reference to the Companys
Report on
Form 10-Q
for the quarter ended June 30, 2009)
|
|
10
|
.39.4
|
|
Third Amendment to Loan and Security Agreement, dated as of
August 18, 2009, by and among Digital Recorders, Inc. and
TwinVision of North America, Inc., as Borrowers, DRI
Corporation, as Guarantor, and BHC Interim Funding III, L.P., as
Lender (incorporated herein by reference to the Companys
Report on
Form 10-Q
for the quarter ended June 30, 2009)
|
|
10
|
.39.5
|
|
Letter of Amendment to Loan and Security Agreement, dated as of
August 18, 2009, by and between DRI Corporation and BHC
Interim Funding III, L.P. (incorporated herein by reference to
the Companys Report on From
8-K filed
with the SEC on August 24, 2009
|
|
10
|
.39.6
|
|
Fourth Amendment Loan and Security Agreement, dated as of
October 1, 2009, by and among Digital Recorders, Inc., and
TwinVision of North America, Inc., as Borrowers, DRI
Corporation, as Guarantor, and BHC Interim Funding III, L.P., as
Lender (incorporated herein by reference to the Companys
Report on
Form 10-Q
for the quarter ended September 30, 2009)
|
|
10
|
.39.7
|
|
Fifth Amendment to Loan and Security Agreement, dated as of
December 29, 2009, by and among Digital Recorders, Inc.,
and TwinVision of North America, Inc., as Borrowers, DRI
Corporation, as Guarantor, and BHC Interim Funding III, L.P. as
Lender (filed herewith)
|
|
10
|
.40
|
|
Senior Secured Term Note, dated as of June 30, 2008, issued
by Digital Recorders, Inc. and TwinVision of North America, Inc.
to BHC Interim Funding III, L.P. (incorporated herein by
reference to the Companys Report on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.41
|
|
Continuing Unconditional Guaranty, dated as of June 30,
2008, granted by the Company in favor of BHC Interim Funding
III, L.P. (incorporated herein by reference to the
Companys Report on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
92
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Document
|
|
|
10
|
.42
|
|
Stock Pledge Agreement, dated as of June 30, 2008, by and
between the Company and BHC Interim Funding III, L.P.
(incorporated herein by reference to the Companys Report
on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.43
|
|
Trademark Security Agreement, dated as of June 30, 2008, by
and between the Company and BHC Interim Funding III, L.P.
(incorporated herein by reference to the Companys Report
on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.44
|
|
Trademark Security Agreement, dated as of June 30, 2008, by
and between Digital Recorders, Inc. and BHC Interim Funding III,
L.P. (incorporated herein by reference to the Companys
Report on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.45
|
|
Trademark and Security Agreement, dated as of June 30,
2008, by and between TwinVision of North America, Inc. and BHC
Interim Funding III, L.P. (incorporated herein by reference to
the Companys Report on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.46
|
|
Copyright Security Agreement, dated as of June 30, 2008, by
and between Digital Recorders, Inc. and BHC Interim Funding III,
L.P. (incorporated herein by reference to the Companys
Report on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.47
|
|
Copyright Security Agreement, dated as of June 30, 2008, by
and between TwinVision of North America, Inc. and BHC Interim
Funding III, L.P. (incorporated herein by reference to the
Companys Report on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.48
|
|
Patent Security Agreement, dated as of June 30, 2008, by
and between Digital Recorders, Inc. and BHC Interim Funding III,
L.P. (incorporated herein by reference to the Companys
Report on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.49
|
|
Undertaking Concerning Loan Payment for purposes other than
personal consumption, by and between Handelsbanken and Mobitec
AB (English translation) (incorporated herein by reference to
the Companys Report on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.49.1
|
|
Undertaking Concerning Loan Payment for purposes other than
personal consumption, dated June 16, 2009, by and between
Handelsbanken and Mobitec AB (English translation) (incorporated
herein by reference to the Companys Report on
Form 10-Q
for the quarter ended June 30, 2009)
|
|
10
|
.49.2
|
|
Undertaking Concerning Loan Payment for purposes other than
personal consumption, dated June 16, 2009, by and between
Handelsbanken and Mobitec AB (English translation) (incorporated
herein by reference to the Companys Report on
Form 10-Q
for the quarter ended June 30, 2009)
|
|
10
|
.49.3
|
|
Undertaking Concerning Loan Payment for purposes other than
personal consumption, dated March 25, 2010, by and between
Handelsbanken and Mobitec AB (English translation) (filed
herewith)
|
|
10
|
.50
|
|
Instrument for Debt A Loan for purposes other than personal
consumption, by and between Handelsbanken and Mobitec AB
(English translation) (incorporated herein by reference to the
Companys Report on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.51
|
|
Factoring Agreement by and between Handelsbanken and Mobitec AB
(English translation) (incorporated herein by reference to the
Companys Report on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.52
|
|
EURO Short Term Loan Facility by and between Handelsbanken and
Mobitec GmbH (incorporated herein by reference to the
Companys Report on
Form 8-K/A,
filed with the SEC on August 14, 2008)
|
|
10
|
.52.1
|
|
EURO Short Term Loan Facility by and between Handelsbanken and
Mobitec GmbH, dated as of June 25, 2009 (incorporated
herein by reference to the Companys Report on
Form 8-K
filed with the SEC on July 1, 2009)
|
|
10
|
.53
|
|
Executive Employment Agreement, dated January 1, 1999,
between the Company and Larry Hagemann (incorporated herein by
reference from the Companys Proxy Statement for the Annual
Meeting of Shareholders for fiscal year 2000, filed with the SEC
on June 6, 2001)
|
|
10
|
.54
|
|
Executive Employment Agreement, between the Company and David N.
Pilotte, dated October 25, 2004 (incorporated herein by
reference to the Companys Report on
Form 8-K,
filed with the SEC on October 22, 2004)
|
93
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Document
|
|
|
10
|
.55
|
|
Executive Employment Agreement, dated November 15, 2007,
between Mobitec GmbH and Mobitec AB and Oliver Wels
(incorporated herein by reference from the Companys Report
on
Form 10-Q
for the quarter ended March 31, 2008)
|
|
10
|
.56
|
|
Executive Employment Agreement, dated December 31, 2007,
between the Company and Lawrence A. Hagemann (incorporated
herein by reference from the Companys Report on
Form 8-K,
filed with the SEC on January 10, 2008)
|
|
10
|
.57
|
|
Executive Employment Agreement, dated December 31, 2007,
between the Company and Stephen P. Slay (incorporated herein by
reference from the Companys Report on
Form 8-K,
filed with the SEC on January 10, 2008)
|
|
10
|
.58
|
|
Executive Employment Agreement, dated December 31, 2007,
between the Company and Rob R. Taylor (incorporated herein by
reference from the Companys Report on
Form 8-K,
filed with the SEC on January 10, 2008)
|
|
10
|
.59
|
|
Executive Employment Agreement, effective December 31,
2007, between the Company and Tanya Lind Johnson (incorporated
herein by reference from the Companys Report on
Form 8-K,
filed with the SEC on January 18, 2008)
|
|
10
|
.60
|
|
Executive Employment Agreement, effective December 31,
2007, between the Company and William F. Fay, Jr. (incorporated
herein by reference from the Companys Report on
Form 8-K,
filed with the SEC on January 18, 2008)
|
|
10
|
.61
|
|
Executive Employment Agreement, effective January 1, 2008,
between the Company and David L. Turney (incorporated herein by
reference from the Companys Report on
Form 8-K,
filed with the SEC on January 18, 2008)
|
|
10
|
.62
|
|
Extension Agreement, dated as of April 30, 2008 by and
between DRI Corporation and Digital Audio Corporation
(incorporated herein by reference from the Companys Report
on
Form 8-K,
filed with the SEC on May 6, 2008)
|
|
10
|
.62.1
|
|
Second Extension Agreement, dated as of April 30, 2009, by
and between DRI Corporation and Digital Audio Corporation
(incorporated herein by reference to the Companys Report
on
Form 8-K
filed with the SEC on May 6, 2009)
|
|
10
|
.63
|
|
General Pledging, dated June 16, 2009, by and between
Handelsbanken and Mobitec AB (English translation) (incorporated
herein by reference to the Companys Report on
Form 10-Q
for the quarter ended June 30, 2009)
|
|
10
|
.64
|
|
Contract A Supplementary Overdraft Facility for purposes other
than personal consumption, dated June 16, 2009, by and
between Handelsbanken and Mobitec AB (English translation)
(incorporated herein by reference to the Companys Report
on
Form 10-Q
for the quarter ended June 30, 2009)
|
|
10
|
.64.1
|
|
Contract A Supplementary Overdraft Facility for purposes other
than personal consumption, dated March 25, 2010, by and
between Handelsbanken and Mobitec AB (English translation)
(filed herewith)
|
|
10
|
.65
|
|
Quota Purchase Agreement, dated as of July 22, 2009, by and
among Mobitec AB, Mobitec Empreendimientos e
Participações Ltda., Mobitec Brasil Ltda, Roberto
Juventino Demore, Lorena Giusti Demore, and JADI
Itinerários Eletrônicos Ltda (incorporated herein by
reference to the Companys Report on
Form 10-Q
for the quarter ended June 30, 2009) (confidential
treatment requested for specific portions of this agreement)
|
|
10
|
.65.1
|
|
First Amendment to Quota Purchase Agreement, dated as of
August 31, 2009, by and among Mobitec Empreendimientos e
Participações Ltda., Roberto Juventino Demore, Lorena
Giusti Demore, JADI Itinerários Eletrônicos Ltda,
Mobitec AB and Mobitec Brasil Ltda. (incorporated herein by
reference to the Companys Report on
Form 10-Q
for the quarter ended September 30, 2009) (confidential
treatment requested for specific portions of this agreement)
|
|
10
|
.66
|
|
Promissory Note, dated July 22, 2009, by Mobitec
Empreendimientos e Participações Ltda., as Maker, and
Mobitec AB, as Guarantor, issued to Roberto Juventino Demore and
Lorena Giusti Demore, in the principal amount of $1,000,000
(English translation) (incorporated herein by reference to the
Companys Report on
Form 10-Q
for the quarter ended June 30, 2009) (confidential
treatment requested for specific portions of this agreement)
|
94
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Document
|
|
|
10
|
.66.1
|
|
Promissory Note, dated August 31, 2009, by Mobitec
Empreendimientos e Participações Ltda., as Maker,
issued to Roberto Juventino Demore in the principal amount of
$1,000,000 (incorporated herein by reference to the
Companys Report on
Form 10-Q
for the quarter ended September 30, 2009) (confidential
treatment requested for specific portions of this agreement)
|
|
10
|
.67
|
|
Promissory Note, dated July 22, 2009, by Mobitec AB issued
to Roberto Juventino Demore and Lorena Giusti Demore, in the
principal amount of $1,950,000 (incorporated herein by reference
to the Companys Report on
Form 10-Q
for the quarter ended June 30, 2009) (confidential
treatment requested for specific portions of this agreement)
|
|
10
|
.67.1
|
|
Promissory Note, dated August 31, 2009, by Mobitec AB,
issued to Roberto Juventino Demore in the principal amount of
$1,950,000 (incorporated herein by reference to the
Companys Report on
Form 10-Q
for the quarter ended September 30, 2009) (confidential
treatment requested for specific portions of this agreement)
|
|
10
|
.68
|
|
Form of Subscription Agreement, by and between DRI Corporation
and holder of Series K Senior Convertible Preferred Stock
of DRI Corporation (incorporated herein by reference to the
Companys Report on
Form 8-K
filed with the SEC on October 30, 2009)
|
|
10
|
.68.1
|
|
Form of Subscription Agreement by and between DRI Corporation
and holder of Series K Senior Convertible Preferred Stock
of DRI Corporation (filed herewith)
|
|
10
|
.69
|
|
Form of Registration Rights Agreement by and between DRI
Corporation and holder of Series K Senior Convertible
Preferred Stock of DRI Corporation (incorporated herein by
reference to the Companys Report on
Form 8-K
filed with the SEC on October 30, 2009)
|
|
10
|
.69.1
|
|
Form of Registration Rights Agreement by and between DRI
Corporation and holder of Series K Senior Convertible
Preferred Stock of DRI Corporation (filed herewith)
|
|
21
|
.1
|
|
Listing of Subsidiaries of the Company (filed herewith)
|
|
23
|
.1
|
|
Consent of Grant Thornton LLP (filed herewith)
|
|
23
|
.2
|
|
Consent of PricewaterhouseCoopers LLP (filed herewith)
|
|
31
|
.1
|
|
Section 302 Certification of David L. Turney (filed
herewith)
|
|
31
|
.2
|
|
Section 302 Certification of Stephen P. Slay (filed
herewith)
|
|
32
|
.1
|
|
Section 906 Certification of David L. Turney (filed
herewith)
|
|
32
|
.2
|
|
Section 906 Certification of Stephen P. Slay (filed
herewith)
|
95
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
DRI CORPORATION
David L. Turney
Chairman of the Board, Chief Executive
Officer and President (Principal Executive Officer)
Date: April 15, 2010
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ DAVID
L. TURNEY
David
L. Turney
|
|
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
|
|
April 15, 2010
|
|
|
|
|
|
/s/ STEPHEN
P. SLAY
Stephen
P. Slay
|
|
Vice President, Chief Financial Officer, Treasurer and
Secretary
(Principal Financial and Accounting Officer)
|
|
April 15, 2010
|
|
|
|
|
|
/s/ HUELON
ANDREW HARRISON
Huelon
Andrew Harrison
|
|
Director
|
|
April 15, 2010
|
|
|
|
|
|
/s/ JOHN
D. HIGGINS
John
D. Higgins
|
|
Director
|
|
April 15, 2010
|
|
|
|
|
|
/s/ HELGA
HOUSTON
Helga
Houston
|
|
Director
|
|
April 15, 2010
|
|
|
|
|
|
/s/ C.
JAMES MEESE JR.
C.
James Meese Jr.
|
|
Director
|
|
April 15, 2010
|
|
|
|
|
|
/s/ STEPHANIE
L. PINSON
Stephanie
L. Pinson
|
|
Director
|
|
April 15, 2010
|
|
|
|
|
|
/s/ JOHN
K. PIROTTE
John
K. Pirotte
|
|
Director
|
|
April 15, 2010
|
|
|
|
|
|
/s/ JULIANN
TENNEY
Juliann
Tenney
|
|
Director
|
|
April 15, 2010
|
96