-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SIt1pSw3AMKJtQdrGfrWbZWRmWGney6A7G6jnZBc8Zzru6SKP+q7tkUUhTJfV1oy e48WtvLMXscQc+2MeaRTNA== 0001157523-08-006875.txt : 20080814 0001157523-08-006875.hdr.sgml : 20080814 20080814164602 ACCESSION NUMBER: 0001157523-08-006875 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080814 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080814 DATE AS OF CHANGE: 20080814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRI CORP CENTRAL INDEX KEY: 0000853695 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 561362926 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28539 FILM NUMBER: 081019915 BUSINESS ADDRESS: STREET 1: 13760 NOEL ROAD STREET 2: SUITE 830 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (214) 378-8992 MAIL ADDRESS: STREET 1: 13760 NOEL ROAD STREET 2: SUITE 830 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL RECORDERS INC DATE OF NAME CHANGE: 19940824 8-K 1 a5756666.htm DRI CORPORATION 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 14, 2008

______________

DRI Corporation
(Exact Name of Registrant as Specified in Its Charter)


North Carolina

000-28539

56-1362926

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)



13760 Noel Road, Suite 830, Dallas, Texas 75240

(Address of Principal Executive Offices) (Zip Code)


Registrant's Telephone Number, Including Area Code

(214) 378-8992

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02.     Results of Operations and Financial Condition

          On August 14, 2008, DRI Corporation announced that it posted record high second quarter 2008 net sales of $19.4 million, an increase of 30 percent over net sales for the same period last year.

          The Company also announced that it will host an investors’ conference call to review second quarter 2008 results on August 15, 2008, at 11 a.m. (Eastern).  

          A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This Form 8-K and the attached exhibit are furnished to, but not filed with, the Securities and Exchange Commission.

Item 7.01.     Regulation FD Disclosure

          The Company incorporates by reference the information included in Item 2.02 and Item 9.01 of this Form 8-K. This Form 8-K and the attached exhibit are furnished to, but not filed with, the Securities and Exchange Commission.

Item 9.01.     Financial Statements and Exhibits

(a)   Exhibits.

99.1 Press release dated August 14, 2008.

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


DRI CORPORATION

 

Date:

August 14, 2008

By:

/s/ STEPHEN P. SLAY

Stephen P. Slay

Vice President, Chief Financial Officer, Secretary and Treasurer



INDEX TO EXHIBITS

 

EXHIBIT
NUMBER

 

DESCRIPTION

 
99.1 Press release dated August 14, 2008.

EX-99.1 2 a5756666_ex991.htm EXHIBIT 99.1

Exhibit 99.1

DRI Corporation Posts Record High Net Sales for Second Quarter 2008

  • Profit of $593 Thousand Significantly Exceeds Last Years Same Quarter Results
  • Six-Month Profit Swings to 11 Cents vs. Loss of 6 Cents for Same Period Last Year

DALLAS--(BUSINESS WIRE)--DRI Corporation (DRI) (NASDAQ: TBUS), a digital communications technology leader in the domestic and international surface transportation and transit security markets, announced today that it posted record high second quarter 2008 net sales of $19.4 million, an increase of 30 percent over net sales for the same period last year.

David L. Turney, Chairman, President, and Chief Executive Officer, said: “Our second quarter net sales of $19.4 million is the highest net sales ever posted for a quarterly period in the 25-year history of the Company. Our second quarter earnings of 5 cents per share exceeds the 3 cents per share posted on continuing operations for the same period last year. Contributing factors to this improved performance include strong order trends, an increased backlog, and improved gross margins.”

Earlier today, the Company filed with the Securities and Exchange Commission a Form 10-Q for the period ended June 30, 2008.

SECOND QUARTER RESULTS

For the quarter ended June 30, 2008, net sales increased by 30 percent to $19.4 million and the net profit to common shareholders was $593 thousand, or 5 cents per diluted common share outstanding. This compares to net sales of $14.9 million for continuing operations and net income of $244 thousand, or 2 cents per diluted common share outstanding – inclusive of a loss of $42 thousand from discontinued operations – for the same period last year.

The Company had $7.7 million in working capital and $22.3 million in shareholders’ equity as of June 30, 2008. This compares to $5.7 million in working capital and $19.5 million in shareholders’ equity for the same period last year.


Basic and diluted weighted-average shares outstanding for the three-month period were 11.2 million and 13.1 million, respectively, as compared to 10.5 million (basic) and 11.4 million (diluted) a year ago.

SIX MONTH RESULTS

For the six months ended June 30, 2008, sales of continuing operations increased by 35 percent to $36.4 million and the net income to common shareholders was $1.2 million, or 11 cents per diluted common share outstanding. This compares to net sales of continuing operations of $26.9 million and a net loss to common shareholders of $602 thousand, or 6 cents per common share outstanding (basic and diluted) – inclusive of a loss of $219 thousand, or 2 cents per common share outstanding (basic and diluted), from discontinued operations – for the same period last year.

Basic and diluted weighted-average shares outstanding for the six-month period were 11.2 million and 13.0 million, respectively, as compared to 10.3 million (basic and diluted) a year ago.

OUTLOOK

“In third quarter 2008, we expect to exceed the revenues posted in the same period last year and to post a profit. We reaffirm our prior earnings guidance in the upper end of the 14 cents to 17 cents range. We are presently evaluating probable delivery schedules and potential earnings on expected new orders related to the fourth quarter and, thus, we are continuing to study this matter. As a reminder, due to the fact that our revenue stream normally has a significant level of larger contract content – the delivery of which can be difficult to predictour business will always have a degree of quarterly variability. Looking in a very preliminary manner at 2009, we are tracking favorably to prior revenue guidance of a $100 million run rate by the end of 2010; the longer term outlook will be further addressed later this year when we add 2011 to our long-range strategic planning window,” Mr. Turney said.

CONFERENCE CALL INFORMATION

The Company will host an investors’ conference call to review second quarter 2008 results on Aug. 15, 2008, at 11 a.m. (Eastern).

To participate in the live call, dial one of the following telephone numbers at least five minutes prior to the start time: Domestic, (800) 853-3895; or International, (334) 323-7224. The conference passcode is “DRI.”

Telephone replay will be available through Nov. 14, 2008, via the following telephone numbers: Domestic, (877) 656-8905; or International, (334) 323-9859. The replay pin number is 35799094.

To participate via webcast, go to http://www.viavid.net/detailpage.aspx?sid=00005404. The webcast will be archived until Nov. 14, 2008.


ABOUT THE COMPANY

DRI Corporation is a digital communications technology leader in the domestic and international public transportation and transit security markets. Our products include: TwinVision® and Mobitec® electronic destination sign systems, Talking Bus® voice announcement systems, Digital Recorders® Internet-based passenger information and automatic vehicle location/monitoring systems, and VacTell™ video actionable intelligence systems. Our products help increase the mobility, flow, safety, and security of people who rely upon transportation infrastructure around the globe. Using proprietary hardware and software applications, our products provide easy-to-understand, real-time information that assists users and operators of transit bus and rail vehicles in locating, identifying, boarding, tracking, scheduling, and managing those vehicles. Our products also aid transit vehicle operators in their quest to increase ridership and reduce fuel consumption, as well as to identify and mitigate security risks on transit vehicles. Positioned not only to serve and address mobility, energy conservation, and environmental concerns, our products also serve the growing U.S. Homeland Security market. For more information about the Company and its operations worldwide, go to www.digrec.com.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements concerning the timing or amount of future revenues, expectations of profitability, expected business and revenue growth trends, future annualized revenue run rates, anticipated increases in shareholder value, and expectations regarding the Company’s ongoing business plan and working capital position, expectations for transit industry support for the Company; as well as any statement, express or implied, concerning future events or expectations or which use words such as “suggest,” “expect,” “fully expect,” “expected,” “appears,” “believe,” “plan,” “anticipate,” “would,” “goal,” “potential,” “potentially,” “range,” “pursuit,” “run rate,” “stronger,” “preliminarily,” “guidance,” etc., is a forward-looking statement. These forward-looking statements are subject to risks and uncertainties, including risks and uncertainties that forecasted the timing or amount of future revenues, that our expectations as to future business and revenue growth trends, future annualized run rates, increases in shareholder value, and expectations regarding the Company’s ongoing business plan and/or working capital position may not prove accurate over time, or that the transit industry does not provide the expected support we anticipate, as well as other risks and uncertainties set forth in our Annual Report on Form 10-K filed March 31, 2008, and as updated in our Quarterly Report on Form 10-Q filed Aug. 14, 2008, particularly those identified in Risk Factors Affecting Our Business. There can be no assurance that any expectation, express or implied, in a forward-looking statement will prove correct or that the contemplated event or result will occur as anticipated.


 
DRI CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except shares and per share amounts)
(Unaudited)
 
      June 30, 2008   December 31, 2007
ASSETS
Current Assets
Cash and cash equivalents $ 1,476 $ 729
Trade accounts receivable, net 16,038 11,919
Current portion of note receivable 86 86
Other receivables 654 465
Inventories 11,611 9,603
Prepaids and other current assets   751     495  
Total current assets   30,616     23,297  
 
Property and equipment, net 3,458 2,890
Long-term portion of note receivable 258 258
Goodwill 11,842 11,033
Intangible assets, net 1,087 1,097
Deferred tax assets, net 10 56
Other assets   332     283  
Total assets $ 47,603   $ 38,914  
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Lines of credit $ 8,248 $ 6,043
Notes payable, net - 500
Loans payable 817 391
Current portion of long-term debt 2 254
Current portion of foreign tax settlement 557 499
Accounts payable 8,064 6,246
Accrued expenses 5,202 3,681
Preferred stock dividends payable   22     18  
Total current liabilities   22,912     17,632  
 
Long-term debt and capital leases, long-term   18     14  
 
Foreign tax settlement, long-term   962     1,043  
 
Liability for uncertain tax positions   605     311  
 
Minority interest in consolidated subsidiary   762     422  
 
Commitments and contingencies
 
Shareholders' Equity
Series E Redeemable, Nonvoting, Convertible Preferred Stock, $.10 par value,
liquidation preference of $5,000 per share; 500 shares authorized; 80 and 85 shares issued and outstanding at June 30, 2008, and December 31, 2007, respectively; redeemable at the discretion of the Company at any time. 337 355
Series G Redeemable, Convertible Preferred Stock, $.10 par value,
liquidation preference of $5,000 per share; 600 shares authorized; 426 and 410 shares issued and outstanding at June 30, 2008, and December 31, 2007, respectively; redeemable at the discretion of the Company after five years from date of issuance. 1,848 1,768
Series H Redeemable, Convertible Preferred Stock, $.10 par value,
liquidation preference of $5,000 per share; 600 shares authorized; 61 and 59 shares issued and outstanding at June 30, 2008, and December 31, 2007, respectively; redeemable at the discretion of the Company after five years from date of issuance. 257 247
Series J Redeemable, Convertible Preferred Stock, $.10 par value,
liquidation preference of $5,000 per share; 250 shares authorized; 90 shares issued and outstanding at June 30, 2008, and December 31, 2007; redeemable at the discretion of the Company at any time. 388 388
Series AAA Redeemable, Nonvoting, Convertible Preferred Stock, $.10 par value,
liquidation preference of $5,000 per share; 20,000 shares authorized; 166 and 172 shares issued and outstanding at June 30, 2008, and December 31, 2007, respectively; redeemable at the discretion of the Company at any time. 830 860
Common stock, $.10 par value, 25,000,000 shares authorized; 11,448,703 and
11,187,993 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively. 1,145 1,119
Additional paid-in capital 32,345 32,079
Accumulated other comprehensive income - foreign currency translation 5,698 4,570
Accumulated deficit   (20,504 )   (21,894 )
Total shareholders' equity   22,344     19,492  
Total liabilities, minority interest and shareholders' equity $ 47,603   $ 38,914  

 
DRI CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007
(In thousands, except share and per share amounts)
(Unaudited)
 
 

Three Months Ended June 30,

 

Six Months Ended June 30,

  2008       2007     2008       2007  
 
Net sales $ 19,403 $ 14,885 $ 36,428 $ 26,885
Cost of sales   12,651     10,352     23,644     18,675  
Gross profit   6,752     4,533     12,784     8,210  
 
Operating expenses
Selling, general and administrative 4,814 3,608 9,123 7,209
Research and development   237     363     524     695  
Total operating expenses   5,051     3,971     9,647     7,904  
 
Operating income   1,701     562     3,137     306  
 
Other income (loss) (114 ) 28 (22 ) 39
Foreign currency gain 1 45 164 21
Interest expense   (358 )   (333 )   (661 )   (648 )
Total other income and expense   (471 )   (260 )   (519 )   (588 )
 

Income (loss) from continuing operations before income tax (expense) benefit

1,230

302 2,618 (282 )
 
Income tax (expense) benefit   (518 )   57     (888 )   23  
 

Income (loss) from continuing operations before minority interest in (income) loss of consolidated subsidiary

712

359 1,730 (259 )
 

Minority interest in (income) loss of consolidated subsidiary

 

(44

)

  (5 )   (340 )   20  
 
Income (loss) from continuing operations 668 354 1,390 (239 )
Loss from discontinued operations   -     (42 )   -     (219 )
 
Net income (loss) 668 312 1,390 (458 )
 
Provision for preferred stock dividends   (75 )   (68 )   (149 )   (144 )
 
Net income (loss) applicable to common shareholders $ 593   $ 244   $ 1,241   $ (602 )
 
Net income (loss) per share - basic
Continuing operations $ 0.05   $ 0.03   $ 0.11   $ (0.04 )
Discontinued operations $ 0.00   $ (0.00 ) $ 0.00   $ (0.02 )
Income (loss) per share applicable to common shareholders $ 0.05   $ 0.02   $ 0.11   $ (0.06 )
 
Net income (loss) per share - diluted
Continuing operations $ 0.05   $ 0.03   $ 0.11   $ (0.04 )
Discontinued operations $ 0.00   $ (0.00 ) $ 0.00   $ (0.02 )
Income (loss) per share applicable to common shareholders $ 0.05   $ 0.02   $ 0.11   $ (0.06 )
 

Weighted average number of common shares and common share equivalent outstanding

Basic   11,227,274     10,503,691     11,207,633     10,339,546  
Diluted   13,053,576     11,434,320     12,979,343     10,339,546  

CONTACT:
DRI Corporation Contact:
Veronica B. Marks
Manager, Corporate Communications
Phone: (214) 378-4776
Fax: (214) 378-8437
E-Mail: ir@digrec.com
or
Sharon Merrill Associates, Inc. Contact:
David C. Calusdian
Executive Vice President and Partner
Phone: (617) 542-5300
Fax: (617) 423-7272
E-Mail: tbus@investorrelations.com

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