##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2010
 OR
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 0-51838
 Global Traffic Network, Inc.
  Nevada
    
    33-1117834(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 880 Third Avenue, 6th Floor
New York, New York 10022
 (212) 896-1255
  Title of Each Class:
    
    Name of Each Exchange
on which Registered:Common Stock, $.001 par value
    
    The Nasdaq Stock Market
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company þ(Do not check if a smaller reporting company)
 o þ




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##### 



TABLE OF CONTENTS
 Part I
    
    
    1Item. 1 Business
    
    
    1Item 1A. Risk Factors
    
    
    9Item 1B. Unresolved Staff Comments
    
    
    20Item 2. Properties
    
    
    20Item 3. Legal Proceedings
    
    
    20Item 4. Removed and Reserved
    
    
    20Part II
    
    
    20Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
    
    
    20Item 6. Selected Financial Data
    
    
    23Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 7A. Qualitative and Quantitative Disclosures about Market Risk
    
    
    35Item 8. Financial Statements and Supplementary Data
    
    
    36Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    36Item 9A. Controls and Procedures
    
    
    36Item 9B. Other Information
    
    
    37Part III
    
    
    37Item 10. Directors, Executive Officers and Corporate Governance
    
    
    37Item 11. Executive Compensation
    
    
    40Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    56Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    58Item 14. Principal Accountant Fees and Services
    
    
    59Part IV
    
    
    59Item 15. Exhibits and Financial Statement Schedules
    
    
    59SIGNATURES
    
    
    62EXHIBIT INDEXSubsidiariesConsent of BDO Audit (NSW-VIC) Pty Ltd302 Certification of Chief Executive Officer302 Certification of Chief Financial OfficerSection 906 Certifications of CEO and CFOPress ReleaseEX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-99.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-99.1




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##### Table of Contents



Part I
 
 Item. 1 Business
 Our Company and Its Subsidiaries
    Overview of Our Business
  
    
    Australia Traffic Network.We began providing traffic reports to radio
stations in Australia in 1997 and currently deliver traffic reports to
radio stations and traffic reports, video and other services to
television stations in Australia. In July 2005, we began leveraging our
radio traffic reporting services as a platform to launch advertising
embedded in news reports on radio stations in Australia.According to AC Nielsen, our Australian information reports have a
weekly reach of approximately 9.0 million radio listeners (ages ten and
over), which represents approximately 100% of the commercial radio
listeners, and approximately 7.1 million television viewers (ages 13 and
over), which represents over 50% of the commercial television viewers,
in each case throughout the five major Australian markets.The number of Australian network affiliate stations from which we
receive advertising inventory and the number of Australian markets in
which we operate are set forth below:
 1




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Number ofAustralia
    
    Affiliate Stations
    
    
    Number of MarketsRadio traffic reports
    
    
    82
    
    
    
    19Radio news reports
    
    
    26
    
    
    
    7TV reports
    
    
    14
    
    
    
    7
 We also provide traffic reports to approximately 74 stations on the ABC radio
network, which is the public, non-commercial radio network in Australia.
Although we are acknowledged as the source of the traffic reports we provide to
the ABC stations, the stations are not included in the table above or any other
analysis contained in this report because we receive no advertising inventory
from the ABC stations due to the non-commercial nature of their broadcast
operations.We conduct our Australian business operations through Australia Traffic
Network, which became our wholly-owned subsidiary as a result of the Share
Exchange.
    
    Canadian Traffic Network.We began delivering traffic reports to radio stations
in Canada in December 2005 and we currently deliver traffic and/or news
information reports to approximately 84 radio stations and four television
stations. Effective April 2, 2007, we acquired substantially all of the assets
of Wise Broadcasting Network Inc., after which we commenced providing news,
weather, sports and business information reports to radio stations on a limited
basis. This information is primarily aggregated from third parties that we
compensate. According to BBM Canada, the Canadian industry consortium for
audience ratings, our Canadian information reports have a weekly reach of
approximately 12.8 million radio listeners (ages 18 and over), which represents
approximately 47% of the commercial radio listeners in the markets we
serve. BBM has recently replaced
the traditional diary method of audience measurement with the portable people
meter, an electronic measurement in five of our largest markets. This has
caused significant changes in the estimate of audience and thus the current
audience estimates for our Canadian operations may not be comparable to
previously published estimates. Our TV Network in Canada has a weekly reach
of more than 2.6 million television viewers (ages 18 and over), which
represents approximately 9% of commercial television viewers in Canada.The number of Canadian network affiliate stations from which we receive
advertising inventory and the number of Canadian markets in which we operate
are set forth below:
 Number ofCanada
    
    Affiliate Stations
    
    
    Number of MarketsRadio traffic reports
    
    
    71
    
    
    
    8Radio news, sports, business and weather reports
    
    
    23
    
    
    
    2TV reports
    
    
    4
    
    
    
    4
   
    
    UK Traffic Network.On March 1, 2009, our
wholly owned subsidiary UK Traffic Network
acquired all the outstanding share capital of
The Unique Broadcasting Company Limited
(Unique) from UBC Media Group plc (UBC),
for a total purchase price of approximately
£11.2 million (approximately $16.5 million),
including amounts paid to satisfy a closing
date working capital adjustment and in
settlement of contingent cash earn-out
compensation that UBC would have been
entitled based upon the financial performance
of the acquired business during the 2009,
2010 and 2011 calendar years. Unique housed
UBCs Commercial Division operations that
supplied traffic and travel information and
entertainment news information to radio
stations in the United Kingdom in exchange
for commercial airtime inventory that is then
sold to advertisers. The acquisition was
accomplished through the purchase of the
entire share capital of Unique, which we have
subsequently renamed Global Traffic Network
(UK) Commercial Limited (UK Commercial
Traffic Network).We currently provide radio traffic reporting
services and/or radio entertainment news reports to approximately 273 radio stations
 in the
United Kingdom. According to RAJAR, our
information reports have a weekly reach of
approximately 24 million commercial radio
listeners aged 15 and over, representing
approximately 76% of all commercial radio
listenership. Currently, we only sell advertising embedded in our traffic and
entertainment news reports on a
national basis.The number of United Kingdom network affiliate stations from
which we receive advertising inventory is set forth below:
 NumberUnited Kingdom
    
    Of StationsRadio traffic reports
    
    
    273Radio entertainment news reports
    
    
    137
 2




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Industry Background and Trends
     Our Business Model, Products and Services
  3




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Preparation of Information Reports
       United Kingdom
    
    
    Australia
    
    
    CanadaLeased
    
    
    Owned
    
    
    Leased
    
    
    Owned
    
    
    Leased
    
    
    OwnedFixed Wing Aircraft
    
    
    0
    
    
    
    2
    
    
    
    0
    
    
    
    1
    
    
    
    2
    
    
    
    0Helicopters
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    4
    
    
    
    0
    
    
    
    7
  Delivery of Our Information Reports
  4




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Significant Network Affiliates
 Austereo Pty Limited (Austereo).
 Australian Radio Network Pty Limited (ARN).
  Corus Entertainment Inc. (Corus).
 GCAP Media Services Limited (Global).
 Bauer Radio Limited (Bauer).
 Generating Revenue Through Advertising Sales
   5




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Advertising on a Network Basis.
 Our Customer Base of Advertising Clients.
 Australia
    
    Canada
    
    United Kingdom
    
    Holden Motors Dealers
    
    
    
    Canadian Direct Insurance
    
    
    
    Carbon Trust
    
    McDonalds
    
    
    
    General Motors
    
    
    
    Direct Line
    
    RTA
    
    
    
    McDonalds
    
    
    
    Kwik Fit
    
    Target Australia
    
    
    
    Telus Corporation
    
    
    
    Mercedes
    
    Virgin Blue Airways
    
    
    
    Wal-Mart Canada
    
    
    
    Skoda
    
    Woolworths
    
    
    
    Western Canada Lottery
    
    
    
    Volkswagen
   Our Sales Force.
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Our Strategy
  
    
    Expand the geographic markets we serve.We began our
operations in Australia in 1997, commenced operations in
Canada in December 2005, began broadcasting in the United
Kingdom in October 2007 and completed the Unique
acquisition in the United Kingdom in March 2009. We intend
to continue to expand the geographic scope of the markets
in which we operate, targeting markets that have: (i) large
population clusters in tight geographic areas; (ii) a free
market advertising culture similar to the United States;
and (iii) established information centers for traffic data.
We intend to leverage our existing customer base of global
marketers to sell our advertising inventory in the new
markets that we enter, enabling advertisers to efficiently,
effectively and economically reach major population
centers.
    
    Increase the number of network affiliates using our radio
traffic reports within existing markets.Although we
currently operate in eight of the largest population
centers in Canada, we believe that there are substantial
opportunities for continued growth in our Canadian radio
network. We are currently exploring and plan to enter the
remaining large markets in Canada that we find to be
economically feasible. In addition, because our operations
in Canada are still at a relatively early stage, there is
significant opportunity for growth by adding network
affiliates in our existing markets. While we continue to
seek opportunities for growth in our other existing
markets, our radio network penetration in Australia and
United Kingdom make it unlikely that we will add
significant additional stations utilizing our traffic
reports in those markets.
    
    Accumulate additional advertising inventory by continuing
to expand the scope of our information reports.We intend
to leverage our established relationships with broadcasters
in the Australian, Canadian and United Kingdom markets by
continuing to expand the scope of our information reports.
 Radio News Reports.We believe that consolidation in the radio industry may increase the
demand for our radio news reports as radio station owners are likely to increase their
outsourcing of various programming elements in order to lower costs. We plan to focus on
increasing the number of radio stations broadcasting our radio news reports within our
current markets, either by providing the service ourselves or purchasing the radio
stations embedded news advertising availabilities. We believe this will in turn increase
our commercial advertising inventory, expand our audience reach and result in increased
revenue from the sale of such inventory.TV Reports.We have developed an infrastructure of airborne video surveillance and
broadcast equipment. In addition, through agreements with various governmental agencies,
we have access to over 1,500 static mounted traffic surveillance cameras in Australia and
approximately 450 static mounted surveillance cameras in Canada. We use this
infrastructure to offer traffic and breaking news reports to our television broadcasters
and currently provide service to 14 television stations in seven Australian markets and
four television stations in four Canadian markets. In many of our television markets, we
provide TV reports that include proprietary video coverage from our helicopters that can
cover news stories and traffic conditions at any time, subject to weather conditions and
air traffic control restrictions. In addition, our access to strategically located
fixed-position ground-based camera systems offer allow us to provide our network
affiliates coverage of crucial traffic arteries. We intend to expand our TV reports to
additional network affiliates in our Australian and Canadian markets, which would provide
us with additional advertising inventory. We may also provide a similar television product
to television stations in the United Kingdom although we have not yet explored the
feasibility of doing so.
 
    
    Continue to strengthen marketing, sales and inventory
management operations.We continue to implement new
operating strategies to increase revenue growth and drive
profitability. In order to increase the percentage of our
commercial advertising inventory sold in Australia and
Canada, we have: (i) increased our sales force and acquired
extensive research and sales and marketing materials; (ii)
hired additional sales managers to better manage the
activities of our sales representatives; and (iii)
automated our commercial
advertising inventory management system to improve
inventory control and pricing. We are continuing the
process of combining the best practices of our Australian
and Canadian operations with those of our recently acquired
United Kingdom operations.
    
    Grow our business through strategic acquisitions.
Historically, our expansion strategy has focused on organic
growth. Although we expect that organic growth will
continue to be a significant source of expansion, we also
intend to explore growth through the acquisition of
businesses that have strong relationships with broadcasters
which we can leverage. For example, in April 2007, our
Canadian operations acquired substantially all the assets
of Wise Broadcasting Network Inc. In March 2009, we
completed our acquisition of Unique, which provided radio
traffic services to approximately 230 radio stations and
entertainment news services to approximately 125 radio
stations in the United Kingdom.
 7




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Corporate Structure
 Sales and Marketing.
 Operations.
 Competition
    Environmental Regulation
  8




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Intellectual Property
   Employees
   Available Information
 http://www.sec.gov
  
 Item 1A. Risk Factors
   
    
    our inability to compete successfully with current or future competitors within our industry;
    
    our inability to retain members of our executive management or other key employees;
    
    the termination or impairment of our relationships with key network affiliates;
    
    the termination or impairment of our advertiser relationships;
    
    our inability to manage our growth effectively;
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
    
    our inability to successfully expand into additional international markets;
    
    fluctuations in foreign currency exchange rates and the results of hedging transactions, if any;
    
    our inability to obtain additional debt or equity financing, if required; and
    
    unforeseen litigation.
   Our past operating results may not be indicative of our future performance and we may be unable to
continue operating successfully in our existing markets or to establish successful operations in
additional markets.
  We have incurred operating losses in connection with our expansion of operations into Canada and
the United Kingdom and may be unable to operate profitably in those markets.
    10




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There is significant risk and uncertainty surrounding our acquisition of The Unique Broadcasting
Company Limited from UBC Media Group plc.
  We have incurred operating losses in connection with our formation of Mobile Traffic Network and
our expansion of its operations and may be unable to operate Mobile Traffic Network profitably in
the United States or elsewhere.
      11




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Our financial success depends on our ability to compete successfully in obtaining and maintaining
contracts with radio and television stations and we may be unable to acquire or renew such
contracts.
    Our financial success depends on our ability to compete successfully in selling commercial
advertising inventory to advertisers and we may be unable to sell such inventory.
   12




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Our ability to sell commercial advertising and generate revenues may be subject to economic and
industry fluctuations that are beyond our control.
   
    
    unfavorable economic conditions, both general and relative
to radio and television broadcasting and all related media
industries, which may cause companies to reduce their
expenditures on advertising;
    
    unfavorable shifts in population and other demographics
which may cause our network affiliates to lose customers,
viewers and listeners and possibly terminate operations;
    
    an increased level of competition for advertising dollars,
which may lead to lower advertising rates as our network
affiliates attempt to retain customers or which may cause
our network affiliates to lose customers to their
competitors who offer lower rates than our network
affiliates are able or willing to match;
    
    technological changes and innovations that our network
affiliates are unable to adopt or are late in adopting that
offer more attractive advertising, listening or viewing
alternatives than what our network affiliates currently
offer, which may lead to a loss of advertising customers or
to lower advertising rates; and
    
    changes in governmental regulations and policies and
actions of federal regulatory bodies which could restrict
the advertising media which our network affiliates employ
or restrict some or all of our customers that operate in
regulated areas from using certain advertising media, or
from advertising at all.
  Potential consolidation of radio and television stations in the markets in which we operate and
will operate in the future may result in reduction of our negotiating leverage for Affiliate
Contracts and, subsequently, may increase costs and risk of loss with respect to our Affiliate
Contracts.
  13




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The loss of Austereo Pty Limited or Australian Radio Network Pty Limited as one of our network
affiliates in Australia would significantly decrease the amount of our commercial advertising
inventory, which could have an adverse effect on our results of operations and our stock price.
  The loss of Corus Entertainment, Inc. as one of our network affiliates in Canada would
significantly decrease the amount of our commercial advertising inventory in Canada, which could
have an adverse effect on our results of operations and our stock price.
  The loss of GCAP Media Services Limited or Bauer Radio Limited as one of our network affiliates in
the United Kingdom would significantly decrease the amount of our commercial advertising inventory,
which could have an adverse effect on our results of operations and our stock price.
  14




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Our business is subject to risks based on our compliance with multiple legal and regulatory regimes
due to our international operations.
  Our revenues may be adversely affected by fluctuations in currency exchange rates.
  If we fail to expand into new markets, we may be unable to increase our revenue and expand our
profits in the future.
  Inexperience in additional international markets increases the risk that international
expansion efforts will not be successful.
  
    
    challenges caused by distance, language and cultural differences;
    
    increased labor costs as a result of the existence or prevalence of collective bargaining arrangements, prevailing
compensation structures and other employment-related matters;
    
    legal, legislative and regulatory restrictions;
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
    
    foreign exchange controls that might prevent us from repatriating cash earned in countries outside the United States;
    
    longer payment cycles in some countries;
    
    potentially adverse tax consequences in the United States and in the foreign countries in which we operate;
    
    nationalization or seizure of private assets; and
    
    higher costs associated with doing business internationally.
  If we fail to secure adequate financing in the future, our continued growth and financial
performance may suffer.
  If we fail to manage our growth effectively by investing in the necessary infrastructure, the
quality of our products and services may suffer, negatively impacting our Affiliate Contracts.
  Aircraft operations involve risks that may not be covered by our insurance or may increase our
operating costs.
  16




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A substantial majority of our expenses are fixed and cannot be reduced in the short term.
  The loss of the services of William L. Yde III, our Chairman, Chief Executive Officer and
President, or Scott E. Cody, our Chief Operating Officer and Chief Financial Officer, or other key
employees, or the failure to attract additional key individuals, could materially adversely affect
our business.
   A substantial majority of our operations are out-sourced to third parties in the United Kingdom.
  17




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Our broadcasts are subject to regulatory bodies whose rules and regulations may adversely affect
our business.
  Because our operating subsidiaries are organized under the laws of foreign jurisdictions and
substantially all of our assets are located outside of the United States, you may have difficulties
collecting on judgments rendered against us in United States courts.
  We have been, and will continue to be, required to implement and maintain additional finance and
accounting systems, procedures and controls in order to satisfy requirements under the
Sarbanes-Oxley Act of 2002 and the listing requirements of the NASDAQ Global Market, which will
increase our costs and divert managements time and attention.
   In the absence of an active trading market for shares of our common stock, the price of our
common stock may be subject to wide fluctuations and you may find it difficult to resell shares of
our common stock.
   
    
    variations in our operating results;
    
    addition or loss of significant network affiliates or advertisers;
 18




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
    
    changes in the economies in which we provide our information services;
    
    the departure of the Chairman of our Board of Directors or other key executive officers;
    
    the level and quality of securities analysts coverage of our common stock;
    
    announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships,
joint ventures or capital commitments;
    
    entry into new international markets and the costs associated therewith;
    
    changes in the governmental regulations to which we will be subject in various countries;
    
    announcements by third parties of significant claims or proceedings against us;
    
    the availability of new media for delivery of traffic and news reporting services; and
    
    future sales of our common stock or other debt or equity securities, including sales by existing holders.
  The concentration of our common stock ownership by our current management will limit your
ability to influence corporate matters.
  Our Board of Directors ability to issue blank check preferred stock and any anti-takeover
provisions we adopt may depress the value of our common stock.
  Our common stock could be delisted from the NASDAQ Global Market, which delisting could hinder
your ability to obtain accurate quotations on the price of our common stock, or dispose of our
common stock in the secondary market.
  19




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Our low share price and small market capitalization may preclude certain institutional
investors from holding our stock
  Because we do not intend to pay dividends on our common stock, you must rely on stock
appreciation for any return on your investment.
  
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
  
 Item 3. Legal Proceedings
  
 Item 4. Removed and Reserved
 
 Part II
 
 Item 5. Market for Registrants Common Equity and Related Stockholder Matters.
   High
    
    
    LowFiscal 2010Quarter Ended September 30, 2009
    
    $
    5.10
    
    
    $
    3.59Quarter Ended December 31, 2009
    
    $
    5.60
    
    
    $
    3.85Quarter Ended March 31, 2010
    
    $
    5.72
    
    
    $
    4.23Quarter Ended June 30, 2010
    
    $
    6.39
    
    
    $
    4.75Fiscal 2009Quarter Ended September 30, 2008
    
    $
    10.63
    
    
    $
    8.16Quarter Ended December 31, 2008
    
    $
    9.18
    
    
    $
    4.28Quarter Ended March 31, 2009
    
    $
    6.19
    
    
    $
    3.03Quarter Ended June 30, 2009
    
    $
    5.32
    
    
    $
    2.98
  STOCK PERFORMANCE GRAPH
  20




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Legend
 Symbol
    
    
    Total Returns Index For:
    
    3/24/2006
    
    
    6/30/2006
    
    
    6/30/2007
    
    
    6/30/2008
    
    
    6/30/2009
    
    
    6/30/2010(Symbol)
    
    
    Global Traffic Network Inc.
    
    
    100.00
    
    
    
    110.00
    
    
    
    137.80
    
    
    
    178.80
    
    
    
    75.80
    
    
    
    107.60(Symbol)
    
    
    NASDAQ Composite  Total Return
    
    
    100.00
    
    
    
    94.62
    
    
    
    114.16
    
    
    
    101.47
    
    
    
    82.00
    
    
    
    95.17(Symbol)
    
    
    Dow Jones US Wilshire MicroCap
    
    
    100.00
    
    
    
    96.41
    
    
    
    108.12
    
    
    
    79.64
    
    
    
    62.65
    
    
    
    76.41
 Notes:
 A.
    
    The lines represent monthly index levels derived from compounded daily
returns that include all dividends.B.
    
    The indexes are reweighted daily, using the market capitalization on the
previous trading day.C.
    
    If the monthly interval, based on the fiscal year-end, is not a trading day,
the preceding trading day is used.D.
    
    The index level for all series was set to $100.00 on 3/23/2006.
  21




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Dividends
  
 Item 6. Selected Financial Data
   In thousands except per share data
 2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Income statement data for
the year ended June 30:Revenues
    
    $
    93,335
    
    
    $
    60,337
    
    
    $
    50,953
    
    
    $
    31,699
    
    
    $
    19,502Operating expenses (exclusive
of depreciation and
amortization expense shown
separately below)
    
    
    63,266
    
    
    
    40,937
    
    
    
    30,456
    
    
    
    21,835
    
    
    
    15,309Selling, general and
administrative expenses
    
    
    21,038
    
    
    
    15,615
    
    
    
    15,214
    
    
    
    10,120
    
    
    
    6,415Depreciation and amortization
    
    
    5,326
    
    
    
    2,547
    
    
    
    1,500
    
    
    
    907
    
    
    
    587Net operating income (loss)
    
    
    3,705
    
    
    
    1,238
    
    
    
    3,783
    
    
    
    (1,163
    )
    
    
    (2,809
    )Interest expense
    
    
    15
    
    
    
    39
    
    
    
    90
    
    
    
    170
    
    
    
    319Other (income)
    
    
    (935
    )
    
    
    (973
    )
    
    
    (1,604
    )
    
    
    (546
    )
    
    
    (220
    )Net income (loss) before taxes
    
    
    4,625
    
    
    
    2,172
    
    
    
    5,297
    
    
    
    (787
    )
    
    
    (2,908
    )Income tax expense
    
    
    3,998
    
    
    
    3,257
    
    
    
    3,565
    
    
    
    1,230
    
    
    
    88Net income (loss)
    
    
    627
    
    
    
    (1,085
    )
    
    
    1,732
    
    
    
    (2,017
    )
    
    
    (2,996
    )Income (loss) per common share:Basic
    
    $
    0.03
    
    
    $
    (0.06
    )
    
    $
    0.10
    
    
    $
    (0.16
    )
    
    $
    (0.31
    )Diluted
    
    $
    0.03
    
    
    $
    (0.06
    )
    
    $
    0.10
    
    
    $
    (0.16
    )
    
    $
    (0.31
    )Cash dividends declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    233
 In thousands
 Balance sheet data at June 30:
 2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Cash and cash equivalents
    
    $
    19,564
    
    
    $
    21,419
    
    
    $
    37,541
    
    
    $
    7,278
    
    
    $
    14,649Total assets
    
    
    65,088
    
    
    
    69,170
    
    
    
    62,602
    
    
    
    23,840
    
    
    
    24,288Long-term obligations
    
    
    3,096
    
    
    
    3,785
    
    
    
    871
    
    
    
    1,161
    
    
    
    1,508Total liabilities
    
    
    16,921
    
    
    
    21,866
    
    
    
    13,876
    
    
    
    9,007
    
    
    
    8,680Stockholders equity
    
    
    48,167
    
    
    
    47,304
    
    
    
    48,726
    
    
    
    14,833
    
    
    
    15,608
 22




---



##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 EXECUTIVE OVERVIEW
   
    
    Australia Traffic Network
    
    Canadian Traffic Network
    
    UK Traffic Network & UK Commercial Traffic Network
    
    Mobile Traffic Network
  The Services We Provide  Radio Traffic Reports, Radio News Reports and TV Reports.
   Our Sources of Revenue  Sale of Commercial Airtime Inventory
   23




---



##### Table of Contents



Our Expenses
  Australia
    
    Canada
    
    United KingdomLeased
    
    Owned
    
    Leased
    
    Owned
    
    Leased
    
    OwnedFixed-wing aircraft
    
    
    0
    
    
    
    1
    
    
    
    2
    
    
    
    0
    
    
    
    0
    
    
    
    2Helicopters
    
    
    0
    
    
    
    4
    
    
    
    0
    
    
    
    7
    
    
    
    0
    
    
    
    0
  Basis of Presentation
  Australia
 Exchange
    
    BalanceIncome Statement Period
    
    Rate
    
    Sheet Date
    
    Exchange RateThree month period ended June 30, 2010
    
    
    0.8827
    
    
    June 30, 2010
    
    
    0.8408Three month period ended March 31, 2010
    
    
    0.9039Three month period ended December 31, 2009
    
    
    0.9094Three month period ended September 30, 2009
    
    
    0.8340Three month period ended June 30, 2009
    
    
    0.7611
    
    
    June 30, 2009
    
    
    0.8064Three month period ended March 31, 2009
    
    
    0.6645Three month period ended December 31, 2008
    
    
    0.6654Three month period ended September 30, 2008
    
    
    0.8875Three month period ended June 30, 2008
    
    
    0.9444Three month period ended March 31, 2008
    
    
    0.9060Three month period ended December 31, 2007
    
    
    0.8890Three month period ended September 30, 2007
    
    
    0.8483
 24




---



##### Table of Contents



Canada
 Exchange
    
    BalanceIncome Statement Period
    
    Rate
    
    Sheet Date
    
    Exchange RateThree month period ended June 30, 2010
    
    
    0.9719
    
    
    June 30, 2010
    
    
    0.9399Three month period ended March 31, 2010
    
    
    0.9606Three month period ended December 31, 2009
    
    
    0.9469Three month period ended September 30, 2009
    
    
    0.9115Three month period ended June 30, 2009
    
    
    0.8567
    
    
    June 30, 2009
    
    
    0.8604Three month period ended March 31, 2009
    
    
    0.8037Three month period ended December 31, 2008
    
    
    0.8259Three month period ended September 30, 2008
    
    
    0.9598Three month period ended June 30, 2008
    
    
    0.9902Three month period ended March 31, 2008
    
    
    0.9954Three month period ended December 31, 2007
    
    
    1.0189Three month period ended September 30, 2007
    
    
    0.9566
 United Kingdom
 Exchange
    
    BalanceIncome Statement Period
    
    Rate
    
    Sheet Date
    
    Exchange RateThree month period ended June 30, 2010
    
    
    1.4917
    
    
    June 30, 2010
    
    
    1.4945Three month period ended March 31, 2010
    
    
    1.5614Three month period ended December 31, 2009
    
    
    1.6344Three month period ended September 30, 2009
    
    
    1.6411Three month period ended June 30, 2009
    
    
    1.5522
    
    
    June 30, 2009
    
    
    1.6458Three month period ended March 31, 2009
    
    
    1.4369Three month period ended December 31, 2008
    
    
    1.5681Three month period ended September 30, 2008
    
    
    1.8921Three month period ended June 30, 2008
    
    
    1.9718Three month period ended March 31, 2008
    
    
    1.9783Three month period ended December 31, 2007
    
    
    2.0438Three month period ended September 30, 2007
    
    
    2.0217
  Year
    
    
    Yearended
    
    
    endedJune 30, 2010
    
    
    June 30, 2009(in thousands)
    
    
    (in thousands)AustraliaRevenues
    
    $
    9,221
    
    
    $
    (8,690
    )Operating expenses (exclusive of depreciation and amortization expense)
    
    
    4,789
    
    
    
    (4,711
    )Sales, general & administrative expenses
    
    
    1,849
    
    
    
    (1,752
    )CanadaRevenues
    
    
    1,040
    
    
    
    (1,042
    )Operating expenses (exclusive of depreciation and amortization expense)
    
    
    893
    
    
    
    (1,113
    )Sales, general & administrative expenses
    
    
    314
    
    
    
    (307
    )United KingdomRevenues (exclusive of depreciation and amortization expense)
    
    
    (436
    )
    
    
    (2,969
    )Operating expenses
    
    
    (401
    )
    
    
    (2,857
    )Sales, general & administrative expenses
    
    
    (56
    )
    
    
    (322
    )Australia, Canada and United Kingdom combinedRevenues
    
    
    9,825
    
    
    
    (12,701
    )Operating expenses (exclusive of depreciation and amortization expense)
    
    
    5,281
    
    
    
    (8,681
    )Sales, general & administrative expenses
    
    
    2,107
    
    
    
    (2,381
    )
 25




---



##### Table of Contents



Seasonality of Business
  Acquisition of The Unique Broadcasting Company Limited
  Results of Operations
 Year Ended June 30, 2010 Compared With Year Ended June 30, 2009
 Revenues. Changes in Key Operating Statistics in Local Currencies Changes in Key Operating Statistics
in Local Currencies
 26




---



##### Table of Contents



Operating expenses. Changes in Key Operating Statistics in Local Currencies,
 Selling, general and administrative expenses.
 Depreciation and amortization expense.
 Interest expense.
 Other income.
 Income tax expense.
 27




---



##### Table of Contents



Net income (loss).
  Changes in Key Operating Statistics in Local Currencies
 Australian Operations:
 Year
    
    
    YearEnded
    
    
    Ended
    
    
    PercentageJune 30,
    
    
    June 30,
    
    
    IncreaseKey operating statistic
    
    2010
    
    
    2009
    
    
    (Decrease)(In thousands)
    
    
    (In thousands)Revenues
    
    $
    63,841
    
    
    $
    57,396
    
    
    
    11.2
    %Operating expenses (exclusive of
depreciation and amortization expense shown
separately below)
    
    
    33,986
    
    
    
    30,390
    
    
    
    11.8
    %Selling, general and administrative expenses
    
    
    13,231
    
    
    
    11,706
    
    
    
    13.0
    %Depreciation and amortization expense
    
    
    1,113
    
    
    
    994
    
    
    
    12.0
    %Interest expense
    
    
    17
    
    
    
    52
    
    
    
    (67.3
    )%Other (income)
    
    
    (825
    )
    
    
    (878
    )
    
    
    (6.0
    )%Income tax expense
    
    
    4,914
    
    
    
    4,542
    
    
    
    8.2
    %Net income
    
    
    11,405
    
    
    
    10,590
    
    
    
    7.7
    %
  Canadian Operations:
 Year
    
    
    YearEnded
    
    
    Ended
    
    
    PercentageJune 30,
    
    
    June 30,
    
    
    IncreaseKey operating statistic
    
    2010
    
    
    2009
    
    
    (Decrease)(In thousands)
    
    
    (In thousands)Revenues
    
    $
    9,927
    
    
    $
    8,023
    
    
    
    23.7
    %Operating expenses (exclusive of
depreciation and amortization expense shown
separately below)
    
    
    10,205
    
    
    
    8,425
    
    
    
    21.1
    %Selling, general and administrative expenses
    
    
    2,977
    
    
    
    2,348
    
    
    
    26.8
    %Depreciation and amortization expense
    
    
    1,455
    
    
    
    881
    
    
    
    65.2
    %Interest expense
    
    
    
    
    
    
    
    
    
    
    Other (income)
    
    
    (4
    )
    
    
    (30
    )
    
    
    (86.7
    )%Income tax expense
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    (4,706
    )
    
    
    (3,601
    )
    
    
    30.7
    %
  28




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##### Table of Contents



United Kingdom Operations:
 Year
    
    
    YearEnded
    
    
    Ended
    
    
    PercentageJune 30,
    
    
    June 30,
    
    
    IncreaseKey operating statistic
    
    2010
    
    
    2009
    
    
    (Decrease)(In thousands)
    
    
    (In thousands)Revenues
    
    £
    17,301
    
    
    £
    6,892
    
    
    
    151.0
    %Operating expenses (exclusive of
depreciation and amortization expense shown
separately below)
    
    
    14,544
    
    
    
    6,706
    
    
    
    116.9
    %Selling, general and administrative expenses
    
    
    2,067
    
    
    
    751
    
    
    
    175.2
    %Depreciation and amortization expense
    
    
    1,804
    
    
    
    661
    
    
    
    172.9
    %Interest expense
    
    
    
    
    
    
    
    
    
    
    Other (income)
    
    
    (80
    )
    
    
    (7
    )
    
    
    1,042.9
    %Income tax (benefit)
    
    
    (247
    )
    
    
    (87
    )
    
    
    183.9
    %Net loss
    
    
    (787
    )
    
    
    (1,132
    )
    
    
    (30.5
    )%
 Year Ended June 30, 2009 Compared With Year Ended June 30, 2008
 Revenues.
 Basis of Presentation,
 Operating expenses. Changes in Key Operating Statistics in Local Currencies, Changes in Key Operating Statistics in Local Currencies,
 Selling, general and administrative expenses. Changes in Key Operating Statistics in Local
Currencies, Changes in
Key Operating Statistics in Local Currencies,
 29




---



##### Table of Contents



Depreciation and amortization expense. Changes in Key Operating Statistics in Local Currencies,
 Interest expense.
 Other income.
 Income tax expense. Changes in
Key Operating Statistics in Local Currencies
 Net income (loss). Changes in Key Operating Statistics in Local Currencies
 Changes in Key Operating Statistics in Local Currencies
  Australian Operations:
 Year
    
    
    YearEnded
    
    
    Ended
    
    
    PercentageJune 30,
    
    
    June 30,
    
    
    IncreaseKey operating statistic
    
    2009
    
    
    2008
    
    
    (Decrease)(In thousands)
    
    
    (In thousands)Revenues
    
    $
    57,396
    
    
    $
    49,323
    
    
    
    16.4
    %Operating expenses (exclusive of
depreciation and amortization expense shown
separately below)
    
    
    30,390
    
    
    
    24,871
    
    
    
    22.2
    %Selling, general and administrative expenses
    
    
    11,706
    
    
    
    10,964
    
    
    
    6.8
    %Depreciation and amortization expense
    
    
    994
    
    
    
    903
    
    
    
    10.1
    %Interest expense
    
    
    52
    
    
    
    101
    
    
    
    (48.5
    )%Other (income)
    
    
    (878
    )
    
    
    (539
    )
    
    
    62.9
    %Income tax expense
    
    
    4,542
    
    
    
    3,932
    
    
    
    15.5
    %Net income
    
    
    10,590
    
    
    
    9,091
    
    
    
    16.5
    %
 30




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##### Table of Contents



Canadian Operations:
 Year
    
    
    YearEnded
    
    
    Ended
    
    
    PercentageJune 30,
    
    
    June 30,
    
    
    IncreaseKey operating statistic
    
    2009
    
    
    2008
    
    
    (Decrease)(In thousands)
    
    
    (In thousands)Revenues
    
    $
    8,023
    
    
    $
    6,701
    
    
    
    19.7
    %Operating expenses (exclusive of
depreciation and amortization expense shown
separately below)
    
    
    8,425
    
    
    
    6,880
    
    
    
    22.5
    %Selling, general and administrative expenses
    
    
    2,348
    
    
    
    2,279
    
    
    
    3.0
    %Depreciation and amortization expense
    
    
    881
    
    
    
    674
    
    
    
    30.7
    %Interest expense
    
    
    
    
    
    
    
    
    
    
    Other (income)
    
    
    (30
    )
    
    
    (18
    )
    
    
    66.7
    %Income tax expense
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    (3,601
    )
    
    
    (3,114
    )
    
    
    15.6
    %
  United Kingdom Operations:
 Year
    
    
    YearEnded
    
    
    Ended
    
    
    PercentageJune 30,
    
    
    June 30,
    
    
    IncreaseKey operating statistic
    
    2009
    
    
    2008
    
    
    (Decrease)(In thousands)
    
    
    (In thousands)Revenues
    
    £
    6,892
    
    
    £
    
    
    
    
    N/AOperating expenses (exclusive of
depreciation and amortization expense shown
separately below)
    
    
    6,706
    
    
    
    667
    
    
    
    905.4
    %Selling, general and administrative expenses
    
    
    751
    
    
    
    201
    
    
    
    273.6
    %Depreciation and amortization expense
    
    
    661
    
    
    
    10
    
    
    
    6,510.0
    %Interest expense
    
    
    
    
    
    
    
    
    
    
    Other (income) expense
    
    
    (7
    )
    
    
    3
    
    
    
    (333.3
    )%Income tax (benefit) expense
    
    
    (87
    )
    
    
    
    
    
    
    N/ANet loss
    
    
    (1,132
    )
    
    
    (881
    )
    
    
    28.5
    %
 Liquidity and Capital Resources
  Operating activities.
 Investing activities.
 31




---



##### Table of Contents



Financing activities.
 Effect of exchange rate changes.
        Income Taxes.
  32




---



##### Table of Contents



Contractual Commitments
  Payments due by periodLess
    
    
    
    
    
    
    
    
    
    
    Morethan
    
    
    1-3
    
    
    4-5
    
    
    ThanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 Years(in thousands)Operating Lease Obligations
    
    $
    2,360
    
    
    $
    782
    
    
    $
    1,040
    
    
    $
    435
    
    
    $
    103Outsource Provider Obligations
    
    
    7,285
    
    
    
    2,914
    
    
    
    4,371
    
    
    
    
    
    
    
    Station Obligations
    
    
    62,899
    
    
    
    30,916
    
    
    
    30,870
    
    
    
    1,113
    
    
    
    Total
    
    $
    72,544
    
    
    $
    34,612
    
    
    $
    36,281
    
    
    $
    1,548
    
    
    $
    103
 Critical Accounting Policies
   Revenue recognition.
 Accounts
receivable.
 Income taxes.
  33




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Recent Accounting Pronouncements
      
 Item 7A. Qualitative and Quantitative Disclosures about Market Risk
  34




---



##### Table of Contents



Interest Rate Risk
  Foreign Currency Exchange Risk
  Accounts Receivable
  
 Item 8. Financial Statements and Supplementary Data
    
 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 Disclosure controls and procedures
  35




---



##### Table of Contents



Internal control over financial reporting
 Managements Annual Report on Internal Control Over Financial Reporting
      Changes in Internal Control Over Financial Reporting
  
 Item 9B. Other Information
 Results of Operations and Financial Condition.
   
 Part III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  IndependentName
    
    Age
    
    Position
    
    DirectorDirectors and Executive OfficersWilliam L. Yde III
    
    
    57
    
    
    Chairman, Chief Executive Officer and President
    
    NoScott E. Cody
    
    
    44
    
    
    Chief Operating Officer, Chief Financial
Officer and Treasurer
    
    B. William Pezzimenti
    
    
    60
    
    
    President and Director of Australia Traffic
Network, International Director of Sales and
Training
    
    Gary L. Worobow
    
    
    45
    
    
    Executive Vice President, Business and Legal
Affairs and Secretary
    
    Dale C. Arfman
    
    
    57
    
    
    Director
    
    NoGary O. Benson
    
    
    66
    
    
    Director
    
    YesShane E. Coppola
    
    
    44
    
    
    Director
    
    YesWilliam M. Mower
    
    
    52
    
    
    Director
    
    YesStuart R. Romenesko
    
    
    47
    
    
    Director
    
    YesOther
Significant EmployeesJohn Quinn
    
    
    53
    
    
    Chief Operating Officer and Director of Global
Traffic Network (UK) Commercial Limited
    
    Ivan N. Shulman
    
    
    48
    
    
    Senior Vice President Sales, President and
Director of Canadian Traffic Network ULC
    
    
 36




---



##### Table of Contents



Directors
and Executive Officers
 William L. Yde III
 Scott E. Cody
 B. William Pezzimenti
 Gary L. Worobow
 Dale C. Arfman
 Gary O. Benson
 37




---



##### Table of Contents



Shane E. Coppola
 William M. Mower
 Stuart R. Romenesko
 Other Significant Employees
 John Quinn
 Ivan N. Shulman
 Compliance with Section 16(a) of the Exchange Act
  Corporate Governance, Ethics and Business Conduct
  38




---



##### Table of Contents



Audit Committee of the Board of Directors
  
 Item 11. Executive Compensation
 Compensation Discussion and Analysis
  Overview of Compensation Program
  
    
    Base salary;
    
    Annual cash incentive compensation (bonus);
    
    Non-equity incentive plan compensation (sales commissions); and
    
    Stock options and/or restricted stock.
  39




---



##### Table of Contents



Role of our Compensation Committee
     40




---



##### Table of Contents



Elements of 2010 Executive Compensation
 Base Salary. Description of
Employment Agreements and Arrangements, Salary, and Bonus Amounts.
      41




---



##### Table of Contents



Non-Equity Incentive Plan Compensation- Annual Bonus.
     Fiscal Year
    
    EBITDA Target
    
    Actual EBITDA2008
    
    $5.1 million
    
    $5.3 million2009
    
    $10.3 million
    
    $3.5 million
    *2010
    
    $5.1 million
    
    $9.1 million
    **
 
 *
    
    Excludes the impact of the Companys acquisition of Unique**
    
    Excludes impairment charge to fixed assets of $66 thousand  Non-Equity Incentive Plan Compensation  Sales Commissions and Bonuses.
 42




---



##### Table of Contents



43




---



##### Table of Contents



Elements of 2010 Executive Compensation  Base
Salary
  Long Term Incentive Program.
     44




---



##### Table of Contents



Severance and Other Benefits Upon Termination of Employment
    Tax Deductibility of Compensation
  Compensation Committee Report
  The Compensation Committee:Shane E. CoppolaWilliam M. Mower
 Summary Compensation Table
  45




---



##### Table of Contents



Fiscal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non- EquityName and
    
    Year
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Incentive PlanPrincipal
    
    Ended
    
    
    
    
    
    
    
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    All OtherPosition
    
    June 30
    
    Salary ($)
    
    
    Bonus ($)
    
    
    ($)(1)
    
    
    ($)(1)
    
    
    ($)
    
    
    Compensation ($)
    
    
    Total ($)William L. Yde III
    
    2010
    
    $
    475,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    237,500
    (16)
    
    $
    12,000
    (10)
    
    $
    724,500Chairman, President
and Chief
    
    2009
    
    $
    450,000
    
    
    $
    112,500
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    12,000
    (10)
    
    $
    574,500Executive Officer
    
    2008
    
    $
    400,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    200,000
    (14)
    
    $
    12,000
    (10)
    
    $
    612,000Scott E. Cody
    
    2010
    
    $
    330,750
    
    
    $
    
    
    
    $
    
    
    
    $
    253,000
    
    
    $
    100,000
    (17)
    
    $
    12,000
    (10)
    
    $
    695,750Chief Financial
Officer, Chief
Operating
    
    2009
    
    $
    315,000
    
    
    $
    50,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    12,000
    (10)
    
    $
    377,000Officer and Treasurer
    
    2008
    
    $
    300,000
    
    
    $
    
    
    
    $
    102,000
    
    
    $
    189,500
    
    
    $
    100,000
    (15)
    
    $
    12,000
    (10)
    
    $
    703,500B. William Pezzimenti
(3)
    
    2010
    
    $
    495,111
    
    
    $
    
    
    
    $
    103,250
    
    
    $
    68,175
    
    
    $
    212,436
    (4)
    
    $
    
    
    
    $
    878,972President and
Director of Australia
Traffic
    
    2009
    
    $
    390,954
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    92,175
    (12)
    
    $
    52,786
    (5)
    
    $
    535,915Network,
International
Director of Sales
and Training
    
    2008
    
    $
    430,520
    
    
    $
    
    
    
    $
    
    
    
    $
    430,350
    
    
    $
    188,353
    (6)
    
    $
    24,608
    (5)
    
    $
    1,073,831Ivan N. Shulman
    
    2010
    
    $
    300,000
    
    
    $
    
    
    
    $
    75,200
    
    
    $
    
    
    
    $
    74,607
    (2)
    
    $
    12,000
    (10)
    
    $
    461,807Senior Vice President 
Sales, President and
    
    2009
    
    $
    350,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    83,973
    (11)
    
    $
    12,000
    (10)
    
    $
    445,973Director of Canadian
Traffic Network
    
    2008
    
    $
    307,765
    
    
    $
    
    
    
    $
    102,000
    
    
    $
    
    
    
    $
    175,596
    (7)
    
    $
    12,000
    (10)
    
    $
    597,361Gary Worobow (8)
    
    2010
    
    $
    255,208
    
    
    $
    
    
    
    $
    
    
    
    $
    50,600
    
    
    $
    85,417
    (9)
    
    $
    12,000
    (10)
    
    $
    403,225Executive Vice
President,
    
    2009
    
    $
    83,333
    
    
    $
    20,833
    
    
    $
    92,000
    (13)
    
    $
    
    
    
    $
    
    
    
    $
    4,000
    (10)
    
    $
    200,166Business and Legal
Affairs
    
    2008
    
    $
    
    
    
    $
    
    
    
    $
    184,800
    (13)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    184,800
 
 (1)
    
    Amounts shown reflect the fair value dollar amount of grants
received during period as calculated in accordance with FASB ASC
718. Such amounts are recognized for financial statement
reporting purposes on a pro rated basis over the vesting period.
The amounts previously reported for grants received in fiscal
2009 and 2008 reflected the expense for financial statement
purposes and have been restated for purposes of this report to
reflect the full fair value dollar amount of such grants.
Assumptions used in calculating the fair value dollar amount of
grants is included in Note 11 to our audited financial
statements for the fiscal year ended June 30, 2010, which are
included elsewhere in this report.(2)
    
    For fiscal 2010, our Chief Executive Officer established
quarterly sales targets for the Companys Canadian operations
for fiscal 2010 that were approved by the compensation
committee. Under this 2010 plan, Mr. Shulman was entitled to
quarterly cash bonuses of $15,000, $30,000 or $45,000 based upon
on the Companys Canadian operations achieving 95%, 100% or 105%
of the applicable quarterly sales target. Mr. Shulman was not
entitled to receive bonus amounts for any quarter in which the
Canadian operations fail to achieve at least 95% of the
applicable sales target. As discussed under Elements of 2010
Executive Compensation  Base Salary above, in conjunction
with a reduction in base salary that was effective January 1,
2010, Mr. Shulman was also entitled to receive cash override
commissions equal to 2% of the increase in net quarterly sales
of the Companys Canadian operations over the net quarterly
sales in the prior years corresponding quarter. In addition,
Mr. Shulman was eligible to receive a 10% sales commission on
certain pre-approved customer accounts.(3)
    
    Mr. Pezzimenti is paid in Australian dollars. For the purposes
of this table, his salary, bonus, non-equity incentive plan
compensation and all other compensation have been converted to
United States dollars utilizing the average monthly exchange
rate for the fiscal years ended June 30, 2010, 2009 and June 30,
2008, as applicable. 46




---



##### Table of Contents



(4)
    
    Represents non-equity incentive plan compensation in the form of
monthly sales-based commissions. Our compensation committee
approved three tiers of annual Australian revenue targets for
fiscal 2010, each of which corresponds with a specified
percentage increase in annual revenue from the Australian
operations over the fiscal 2009 period. Mr. Pezzimenti was
entitled to receive monthly cash bonuses upon the Companys
Australian operations achieving monthly portions of the targeted
revenue amounts. Depending on the monthly revenue target tier
achieved, Mr. Pezzimenti was entitled to monthly cash bonuses of
approximately $7,000, $15,000 or $20,000 (based on the average
exchange rate for fiscal 2010). Mr. Pezzimenti was not entitled
to receive bonus amounts for any month in which the Companys
Australian operations fail to achieve revenues corresponding to
the lowest revenue target tier. However, we agreed to true-up
bonus payments on a quarterly basis such that Mr. Pezzimenti was
entitled to receive the monthly bonus payments for any month
within the quarter which he missed the monthly tier but achieved
the quarterly tier on a cumulative basis.(5)
    
    Consists of automobile related costs incurred for the benefit of
the employee. At the beginning of fiscal 2009 we transferred
ownership to Mr. Pezzimenti of the Companys owned automobile
used by him in lieu of providing him with a company paid
automobile. The compensation for fiscal 2009 represents the book
value of the automobile at the time of transfer, which we
believe approximated the fair value of the automobile.(6)
    
    Represents non-equity incentive plan compensation in the form of
monthly sales bonuses. Our Chief Executive Officer established
monthly sales targets for Australia Traffic Network for the
fiscal year ended June 30, 2008 and provided monthly incentives
of approximately $11,000 or $16,000 based on achieving these
sales targets.(7)
    
    Represents non-equity incentive plan compensation in the form of
monthly sales commissions. Mr. Shulman was entitled to receive
monthly cash commissions equal to a percentage of Canada Traffic
Networks fiscal 2008 monthly net revenues provided that such net revenues
exceed certain thresholds. The applicable commission percentage
is 1% if net revenues for the month exceed $400,000 CAD, 2% if net
revenues for the month exceed $500,000 CAD, 3% if net revenues for
the month exceed $600,000 CAD, 4% if net revenues for the month
exceed $700,000 CAD or 4.5% if net revenues exceed $800,000 CAD. The
thresholds are all measured in Canadian dollars, which is the
functional currency of Canadian Traffic Network and the
commissions earned are then converted into U.S. dollars for
payment to Mr. Shulman.(8)
    
    Mr. Worobow served on our Board of Directors from December 8,
2006 until March 1, 2009. Effective March 1, 2009, Mr. Worobow
resigned as a director and commenced employment with the Company
as its Executive Vice President, Business and Legal Affairs.
Compensation for periods prior to March 1, 2009 pertains to his
service on our Board of Directors.(9)
    
    Represents a bonus equal to one third of
Mr. Worobows fiscal 2010 base
salary paid upon the Company exceeding a fiscal 2010 EBITDA goal
of $5.1 million. For purposes of the bonus calculation, EBITDA
is defined as operating income plus depreciation and
amortization, excluding the impact of other income and expense.
Actual 2010 EBITDA was approximately $9.1 million.(10)
    
    Consists of an additional $1,000 per month paid to executive in
lieu of the Company providing medical insurance.(11)
    
    Represents non-equity incentive plan compensation in the form of
monthly sales commissions. Mr. Shulman was entitled to receive
monthly cash commissions equal to a percentage of Canada Traffic
Networks fiscal 2009 monthly net revenues provided that such net revenues
exceed certain thresholds. The applicable commission percentage
was 1% if net revenues for the month exceeded $700,000 CAD, 2% if
net revenues for the month exceeded $800,000 CAD, 3% if net
revenues for the month exceeded $900,000 CAD, or 4% if net revenues
for the month exceeded $1,000,000 CAD. The thresholds were all
measured in Canadian dollars, which is the functional currency
of Canadian Traffic Network and the commissions earned were then
converted into U.S. dollars for payment to Mr. Shulman.(12)
    
    Represents non-equity incentive plan compensation in the form of
monthly sales bonuses. Mr. Pezzimenti received monthly
sales-based bonuses of approximately $9,000 or $13,000 (based
on the average exchange rate for fiscal 2009) in fiscal year
2009 for achieving sales targets set by our Chief Executive
Officer. The targets for 2009 approximated 100% and 104% of
Australia Traffic Networks fiscal 2009 monthly sales budgets. 47




---



##### Table of Contents



(13)
    
    Reflects the fair value dollar amount of grants of restricted
stock in accordance to FASB ASC 718 associated with Mr.
Worobows service as a director of the Company.(14)
    
    Represents a bonus equal to 50% of Mr. Ydes base salary paid
upon the Company exceeding a fiscal 2008 EBITDA goal of $5.1
million. For purposes of the bonus calculation, EBITDA is
defined as operating income plus depreciation and amortization,
excluding the impact of other income and expense. Actual 2008
EBITDA was approximately $5.3 million.(15)
    
    Represents a bonus of $100,000 paid upon the Company exceeding a
fiscal 2008 EBITDA goal of $5.1 million. For purposes of the
bonus calculation, EBITDA is defined as operating income plus
depreciation and amortization, excluding the impact of other
income and expense. Actual 2008 EBITDA was approximately $5.3
million.(16)
    
    Represents a bonus equal to 50% of Mr. Ydes base salary paid
upon the Company exceeding a fiscal 2010 EBITDA goal of $5.1
million. For purposes of the bonus calculation, EBITDA is
defined as operating income plus depreciation and amortization,
excluding the impact of other income and expense. Actual 2010
EBITDA was approximately $9.1 million.(17)
    
    Represents a bonus of $100,000 paid based upon the Company
exceeding a fiscal 2010 EBITDA goal of $5.1 million. For
purposes of the bonus calculation, EBITDA is defined as
operating income plus depreciation and amortization, excluding
the impact of other income and expense. Actual 2008 EBITDA was
approximately $9.1 million. Compensation of Named Executive Officers
   Description of Employment Agreements and Arrangements, Salary, and Bonus Amounts
 Employment Agreement with William L. Yde III
 Salary and Bonus.
 48




---



##### Table of Contents



Confidentiality, Non-competition and Non-solicitation.
 
    
    Providing services to any of our competitors anywhere
outside of the United States similar to those provided to
us during his employment;
    
    soliciting or attempting to induce any of our customers,
suppliers, licensees, licensors or other business relations
to cease doing business with us; or
    
    soliciting or attempting to induce any of our employees to
leave our employ, or to work for, render services or
provide advice to or supply our confidential business
information or trade secrets to any third person or entity.
 Employment Agreement with Scott E. Cody
 Salary and Bonus.
 Equity-based Incentives.
 Confidentiality, Non-competition and Non-solicitation.
 
    
    providing services to any of our competitors anywhere
outside of the United States similar to those provided to
us during his employment;
    
    soliciting or attempting to induce any of our customers,
suppliers, licensees, licensors or other business relations
to cease doing business with us; or
    
    soliciting or attempting to induce any of our employees to
leave our employ, or to work for, render services or
provide advice to or supply our confidential business
information or trade secrets to any third person or entity.
 Employment Arrangement with Ivan N. Shulman
 Salary and Bonus.
 49




---



##### Table of Contents



Equity-based Incentives.
 Confidentiality, Non-competition and Non-solicitation.
 Employment Arrangement with B. William Pezzimenti
 Salary and Bonus. B.
 Equity-based Incentives.
 Confidentiality, Non-competition and Non-solicitation.
 Employment Agreement with Gary L. Worobow
 Salary and Bonus.
 50




---



##### Table of Contents



Equity Based Incentives.
  Confidentiality, Non-competition and Non-solicitation.
 
    
    Providing services to any of our competitors anywhere
outside of the United States similar to those provided to
us during his employment;
    
    soliciting or attempting to induce any of our customers,
suppliers, licensees, licensors or other business relations
to cease doing business with us; or
    
    soliciting or attempting to induce any of our employees to
leave our employ, or to work for, render services or
provide advice to or supply our confidential business
information or trade secrets to any third person or entity.
 Grants of Plan-Based Awards in Fiscal 2010
  Option Awards:Stock Awards:
    
    Number of
    
    Exercise orNumber of
    
    Securities
    
    Base
    
    Grant DateShares of
    
    Underlying
    
    Price of
    
    Fair Value ofStock
    
    Options
    
    Option
    
    Stock and OptionName
    
    Grant Date
    
    (#)
    
    (#)
    
    Awards ($/Share)
    
    Awards (1)William L. Yde III
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Scott E. Cody
    
    July 9, 2009
    
    
    
    
    
    
    100,000
    
    
    $
    3.76
    
    
    $
    253,000Gary L. Worobow
    
    July 9, 2009
    
    
    
    
    
    
    20,000
    
    
    $
    3.76
    
    
    $
    50,600Ivan N. Shulman
    
    July 9, 2009
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    $
    75,200B. William Pezzimenti
    
    November 5, 2009
    
    
    25,000
    
    
    
    25,000
    
    
    $
    4.13
    
    
    $
    171,425
 
 (1)
    
    Amounts shown reflect the dollar amount recognized for
financial statement reporting purposes in accordance
with FASB ASC 718 that will be expensed over the
vesting period. Assumptions used in calculating this
amount are included in Note 11 to our audited
financial statements for the fiscal year ended June
30, 2010, which are included elsewhere in this report. 51




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##### Table of Contents



Global Traffic Network, Inc. 2005 Stock Incentive Plan
   Outstanding Equity Awards at 2010 Fiscal Year-End
  Option Awards
    
    Stock AwardsNumber of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market ValueUnexercised
    
    Unexercised
    
    
    
    
    
    
    
    
    
    Number of Shares
    
    of SharesOptions
    
    Options
    
    Option
    
    Option
    
    of Stock that have
    
    of Stock that(#)
    
    (#)
    
    Exercise
    
    Expiration
    
    not Vested
    
    have not VestedName
    
    Exercisable
    
    Not exercisable
    
    Price ($)
    
    Date
    
    (#)
    
    ($)(14)William L. Yde III
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Scott E. Cody
    
    
    100,000
    
    
    
    
    
    
    $
    5.00
    
    
    March 23, 2016
    
    
    
    
    
    
    Scott E. Cody
    
    
    100,000
    
    
    
    
    
    
    $
    5.25
    
    
    March 29, 2017
    
    
    
    
    
    
    Scott E. Cody
    
    
    33,333
    
    
    
    16,667
    (1)
    
    $
    6.80
    
    
    March 12, 2018
    
    
    
    
    
    
    Scott E. Cody
    
    
    
    
    
    
    100,000
    (2)
    
    $
    3.76
    
    
    July 9, 2019
    
    
    
    
    
    
    Scott E. Cody
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    (3)
    
    $
    26,900B. William Pezzimenti
    
    
    50,000
    
    
    
    0
    
    
    $
    5.00
    
    
    March 23, 2016
    
    
    
    
    
    
    B. William Pezzimenti
    
    
    6,667
    
    
    
    3,333
    (4)
    
    $
    6.68
    
    
    October 24, 2017
    
    
    
    
    
    
    B. William Pezzimenti
    
    
    40,000
    
    
    
    60,000
    (5)
    
    $
    6.80
    
    
    March 12, 2018
    
    
    
    
    
    
    B. William Pezzimenti
    
    
    
    
    
    
    25,000
    (6)
    
    $
    4.13
    
    
    November 5, 2019
    
    
    
    
    
    
    B. William Pezzimenti
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    (7)
    
    $
    134,500Ivan N. Shulman
    
    
    50,000
    
    
    
    
    
    
    $
    6.28
    
    
    May 8, 2016
    
    
    
    
    
    
    Ivan N. Shulman
    
    
    33,400
    
    
    
    
    
    
    $
    4.66
    
    
    December 8, 2016
    
    
    
    
    
    
    Ivan N. Shulman
    
    
    50,000
    
    
    
    
    
    
    $
    7.05
    
    
    May 8, 2017
    
    
    
    
    
    
    Ivan N. Shulman
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    (8)
    
    $
    26,900Ivan N. Shulman
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    (9)
    
    $
    107,600Gary L. Worobow
    
    
    50,000
    
    
    
    
    
    
    $
    4.66
    
    
    March 11, 2019
    
    
    
    
    
    
    Gary L. Worobow
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,666
    (10)(11)
    
    $
    35,863Gary L. Worobow
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,333
    (12)(11)
    
    $
    71,732Gary L. Worobow
    
    
    
    
    
    
    20,000
    (13)
    
    $
    3.76
    
    
    July 9, 2019
    
    
    
    
    
    
    
 52




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##### Table of Contents



(1)
    
    Vests with respect to 16,667 shares on March 12, 2011.(2)
    
    Vests with respect to 33,333 shares on each of July 9, 2010 and July 9, 2011 and 33,334
shares on July 9, 2012.(3)
    
    Vests with respect to 5,000 shares on March 12, 2011.(4)
    
    Vests with respect to 3,333 shares on October 24, 2010.(5)
    
    Vests with respect to 20,000 shares on each on March 12, 2011, March 12, 2012 and March 12,
2013.(6)
    
    Vests with respect to 8,334 shares on November 5, 2010 and 8,333 shares on each of November
5, 2011 and November 5, 2012.(7)
    
    Vests with respect to 8,334 shares on November 5, 2010 and 8,333 shares on each of November
5, 2011 and November 5, 2012.(8)
    
    Vests with respect to 5,000 shares on March 12, 2011.(9)
    
    Vests with respect to 6,667 shares on each of July 9, 2010 and July 9, 2011 and 6,666 shares
on July 9, 2012.(10)
    
    Vests with respect to 6,666 shares on February 20, 2011.(11)
    
    Granted in connection with service as non-employee director prior to commencement of
employment with the Company.(12)
    
    Vests with respect to 6,667 shares on February 26, 2011 and 6,666 shares on February 26, 2012.(13)
    
    Vests with respect to 6,667 shares on July 9, 2010 and 6,666 shares on each of July 9, 2011
and July 9, 2012.(14)
    
    Market value is based on $5.38 per share, which was the closing price on June 30, 2010, the
last day of our fiscal year. Option Exercises and Stock Vested
  Option Awards
    
    Stock AwardsNumber of Shares
    
    
    
    
    
    Number of SharesAcquired on
    
    Value Realized
    
    Acquired on
    
    Value RealizedExercise
    
    on Exercise
    
    Vesting
    
    on VestingName
    
    (#)
    
    ($)
    
    (#)
    
    ($)William L. Yde III
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Scott E Cody
    
    
    
    
    
    $
    
    
    
    
    5,000
    
    
    $
    26,800Gary L. Worobow
    
    
    
    
    
    $
    
    
    
    
    13,334
    
    
    $
    70,537Ivan N. Shulman
    
    
    
    
    
    $
    
    
    
    
    5,000
    
    
    $
    26,800B. William Pezzimenti
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
 53




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##### Table of Contents



Potential Payments Upon Termination or Change-in-Control
    Director Compensation  Fiscal 2010
 FeesEarned or
    
    Stock
    
    Option
    
    All OtherPaid in
    
    Awards
    
    Awards
    
    All OtherName
    
    Cash ($)
    
    ($)(1)
    
    ($)(1)
    
    ($)
    
    Total ($)Gary O. Benson(2)
    
    $
    
    
    
    $
    114,400
    
    
    $
    
    
    
    
    
    
    
    $
    114,400Shane E. Coppola(2)
    
    $
    
    
    
    $
    114,400
    
    
    $
    
    
    
    
    
    
    
    $
    114,400William M. Mower (2)
    
    $
    
    
    
    $
    114,400
    
    
    $
    
    
    
    
    
    
    
    $
    114,400Stuart R. Romenesko(2)
    
    $
    
    
    
    $
    114,400
    
    
    $
    
    
    
    
    
    
    
    $
    114,400Dale C. Arfman(2)
    
    $
    
    
    
    $
    114,400
    
    
    $
    
    
    
    
    
    
    
    $
    114,400
 
 (1)
    
    Amounts shown reflect the fair value dollar amount of
grants received during period as calculated in
accordance with FASB ASC 718. Such amounts are
recognized for financial statement reporting purposes
on a pro rated basis over the vesting period.
Assumptions used in calculating this amount are
included in Note 11 to our audited financial
statements for the fiscal year ended June 30, 2010,
which are included elsewhere in this report.(2)
    
    Based on $5.72 per share, which was the closing price
on March 3, 2010, the date of the grant. Vests with
respect to 6,667 shares each on March 3, 2011 and
March 3, 2012 and 6,666 shares on March 3, 2013. 54




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  Limitation of Liability and Indemnification of Officers and Directors; Commission Position on
Indemnification for Securities Act Liabilities
   
    
    any breach of his or her duty of loyalty to us or our stockholders;
    
    acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law;
    
    the payment of dividends or the redemption or purchase of stock in violation of Nevada law; or
    
    any transaction from which the director derived an improper personal benefit.
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Securities Authorized for Issuance under Equity Compensation Plans
  55




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##### Table of Contents



Number ofSecuritiesRemainingNumber of
    
    
    
    
    
    
    AvailableSecurities to be
    
    
    Weighted
    
    
    for FutureIssued Upon
    
    
    Average
    
    
    IssuanceExercise of
    
    
    Exercise Price
    
    
    Under EquityOutstanding
    
    
    of Outstanding
    
    
    CompensationPlan category
    
    Options
    
    
    Options
    
    
    PlansEquity compensation plans approved by security holders:Amended and Restated 2005 Stock Incentive Plan
    
    
    1,148,401
    
    
    $
    5.14
    
    
    
    271,665Total:
    
    
    1,148,401
    
    
    $
    5.14
    
    
    
    271,665Equity compensation plans not approved by stockholders:None
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    
 Beneficial Ownership Table
  Shares
    
    
    Percentage ofName and Address of Beneficial Owner
    
    Beneficially Owned
    
    
    TotalWilliam L. Yde III
    
    
    2,222,739
    (1)
    
    
    12.04
    %Scott E. Cody
    
    
    281,666
    (2)
    
    
    1.50
    %B. William Pezzimenti
    
    
    160,000
    (3)
    
    
    
    *Ivan N. Shulman
    
    
    175,246
    (4)
    
    
    
    *Gary L. Worobow
    
    
    116,667
    (5)
    
    
    
    *Dale C. Arfman
    
    
    1,986,009
    (6)
    
    
    10.75
    %Gary O. Benson
    
    
    162,000
    (7)
    
    
    
    *Shane E. Coppola
    
    
    110,000
    (8)
    
    
    
    *Stuart R. Romenesko
    
    
    110,000
    (8)
    
    
    
    *William M. Mower
    
    
    89,000
    (9)
    
    
    
    *All Directors and Named Executive Officers as a group (10 people)
    
    
    5,363,327
    (10)
    
    
    27.97
    %Gruber & McBaine Capital Management LLC (11)(12)
50 Osgood Place Penthouse Suite
San Francisco, CA 94133
    
    
    1,478,500
    
    
    
    8.01
    %T. Rowe
Price Associates, Inc. (11)(13)
100 East Pratt Street 10th Floor
Baltimore, MD 21202-1009
    
    
    2,761,247
    
    
    
    14.95
    %
 
 *
    
    Less than 1%(1)
    
    Includes 1,326,747 shares that have been pledged as security for
a loan. Also includes an aggregate of 895,992 shares held by
third parties which Mr. Yde has the power to vote under separate
voting agreements.(2)
    
    Includes 5,000 shares that remain subject to transfer and
forfeiture restrictions and 266,666 shares issuable upon the
exercise of options that are currently exercisable or will
become exercisable within the next 60 days. 56




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##### Table of Contents



(3)
    
    Includes 60,000 shares that remain subject to
transfer and forfeiture restrictions and 100,000
shares issuable upon exercise of options that
are currently exercisable or will become
exercisable within the next 60 days.(4)
    
    Includes 18,333 shares that remain subject to transfer and
forfeiture restrictions and 133,400 shares issuable upon the
exercise of options are that are currently exercisable or will
become exercisable within the next 60 days.(5)
    
    Includes 39,999 shares that remain subject to
transfer and forfeiture restrictions and 56,667
shares issuable upon the exercise of options
that are currently exercisable or will become
exercisable within the next 60 days.(6)
    
    Includes 20,000 shares that remain subject to
transfer and forfeiture restrictions. Also
includes 19,346 shares held by spouse and 37,257
shares held in various trusts of which Mr.
Arfmans spouse is trustee.(7)
    
    Includes 39,999 shares that remain subject to transfer and
forfeiture restrictions and 50,000 shares issuable upon the
exercise of options that are currently exercisable or will
become exercisable within the next 60 days. Also includes 52,000
shares held by DMB 2009, LLC, a limited liability company of which
the sole member is a trust for the benefit of Mr. Bensons
spouse.(8)
    
    Includes 39,999 shares that remain subject to transfer and
forfeiture restrictions and 50,000 shares issuable upon the
exercise of options that are currently exercisable or will
become exercisable within the next 60 days.(9)
    
    Includes 33,333 shares that remain subject to
transfer and forfeiture restrictions. Also
includes 50,000 shares that Mr. Mower is trustee
of certain trusts established for the benefit of
children of Mr. Yde.(10)
    
    Includes 296,662 shares that remain subject to transfer and
forfeiture restrictions and 706,733 shares issuable upon the
exercise of options are that are currently exercisable or will
become exercisable within the next 60 days.(11)
    
    Based on the most recent report filed pursuant
to Section 16 of the Securities Exchange Act of
1934, as amended, or the most recent Schedule
13D, 13F or 13G filed with the securities and
Exchange Commission, as applicable.(12)
    
    Gruber & McBaine Capital Management, LLC (GMCM)
is a registered investment advisor whose clients
have the right to receive or the power to direct
the receipt of dividends from, or the proceeds
for the sale of shares held by GMCM. Jon D.
Gruber and J. Patterson McBaine are Managers,
controlling persons and portfolio managers of
GMCM. The shares reflected include 1,000,580
shares held by GMCM, 442,995 shares held by Jon
D. Gruber and 34,925 shares held by J. Patterson
McBaine.(15)
    
These securities are owned by various individual and institutional investors,
 including T. Rowe Price New Horizons Fund, Inc. and the T. Rowe
Price Media &
Telecommunications Fund, Inc., which T. Rowe Price Associates, Inc. (Price Associates)
 serves as investment advisor with power to direct investments and/or sole power to vote
the securities. For purposes of the reporting requirements
 of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial
 owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Certain Relationships and Related Transactions
  Director Independence
  57




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Item 14. Principal Accountant Fees and Services
 Fees billed to Company by Its Independent Registered Public Accounting Firm
  Fiscal Year
    
    Fiscal YearEnded June 30,
    
    Ended June 30,2010
    
    2009Audit Fees (1)
    
    $
    433,623
    
    
    $
    320,790Audit-Related Fees (2)
    
    
    6,846
    
    
    
    11,854Tax Fees (3)
    
    
    
    
    
    
    All Other Fees (4)
    
    
    
    
    
    
    Total Fees
    
    $
    440,649
    
    
    $
    332,644
 
 (1)
    
    Audit Fees consist of fees for professional services rendered for the integrated audit of the Companys
consolidated annual financial statements and review of the interim consolidated financial statements included
in quarterly reports and services that are normally provided in connection with statutory and regulatory
filings or engagements.(2)
    
    Audit-Related Fees consist principally of assurance and related services that are reasonably related to the
performance of the audit or review of the Companys financial statements but not reported under the caption
Audit Fees above. Included in the fees is $11,854 for the fiscal year ended June 30, 2009 that were treated as
acquisition costs.(3)
    
    Tax Fees consist of fees for tax compliance, tax advice, and tax planning.(4)
    
    All Other Fees typically consist of fees for permitted non-audit products and services provided.  Pre-Approval Policy
   
 Part IV
 
 Item 15. Exhibits and Financial Statement Schedules
 Documents filed as part of this Form 10-K:
 
 58




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##### Table of Contents



Financial Statement Schedule:
  Exhibits:
 ExhibitNo.
    
    Description2.1
    
    Share Purchase Agreement dated February 1, 2009 by and among
UBC Media Group plc, Global Traffic Network (UK) Limited and
Global Traffic Network, Inc. (incorporated by reference to
Exhibit 10.1 to Form 8-K filed February 3, 2009)2.2
    
    Deed of Amendment to Share Purchase Agreement Relating to The
Unique Broadcasting Company Limited dated July 23, 2009 by and
among UBC Media Group plc, Global Traffic Network (UK) Limited
and Global Traffic Network, Inc. (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed July 28,
2009)3.1
    
    Articles of Incorporation of Global Traffic Network, Inc., a
Nevada corporation (incorporated by reference to Exhibit 3.1
to the Current Report on Form 8-K filed February 26, 2008).3.2
    
    Bylaws of Global Traffic Network, Inc., a Nevada corporation
(incorporated by reference to Exhibit 3.2 to the Current
Report on Form 8-K filed February 26, 2008).4.1
    
    Form of Specimen Stock Certificate (incorporated by reference
to Exhibit 4.1 to the Form S-l registration statement of the
registrant (File No. 333-130417)).4.2
    
    Underwriters Warrant Agreement dated March 29, 2006 between
Global Traffic Network, Inc. and Feltl and Company, Inc. and
related Warrant Certificate. (incorporated by reference to
Appendix A of Exhibit 1.1 to the Form S-l registration
statement of the registrant (File No. 333-130417)).10.1
    
    Information Report Supply Agreement dated June 24, 2008 by and
between The Australia Traffic Network Pty Limited and Austereo
Pty Limited (incorporated by reference to Exhibit to the
Annual Report on Form 10-K filed September 9, 2008).10.2
    
    Employment Agreement dated November 18, 2005 by and between
Global Traffic Network, Inc. and William L. Yde III
(incorporated by reference to Exhibit 10.12 to the Form S-l
registration statement of the registrant (File No.
333-130417)).10.3
    
    Amendment No. 1 to Employment Agreement dated July 1, 2008
between Global Traffic Network, Inc. and William L. Yde III
(incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed July 3, 2008).10.4
    
    Employment Agreement dated February 14, 2006 by and between
Global Traffic Network, Inc. and Scott E. Cody (incorporated
by reference to Exhibit 10.16 to the Form S-l registration
statement of the registrant (File No. 333-130417)).10.5
    
    Amendment No. 2 to Employment Agreement dated July 1, 2008
between Global Traffic Network, Inc. and Scott E. Cody
(incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K filed July 3, 2008).10.6
    
    Form of Global Traffic Network, Inc. Stock Option Agreement
(2005 Stock Incentive Plan  Employee Non-Qualified)
(incorporated by reference to Exhibit 10.14 to the Form S-l
registration statement of the registrant (File No.
333-130417)).10.7
    
    Form of Global Traffic Network, Inc. Stock Option Agreement
(2005 Stock Incentive Plan  Director) (incorporated by
reference to Exhibit 10.15 to the Form S-l registration
statement of the registrant (File No. 333-130417)).10.8
    
    Form of Global Traffic Network, Inc. Restricted Stock
Agreement (2005 Stock Incentive Plan) (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K
filed April 11, 2008).10.9
    
    Employment Agreement dated March 1, 2009 by and between Global
Traffic Network, Inc. and Gary L. Worobow (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K
filed March 13, 2009).10.10
    
    Amended and Restated 2005 Stock Incentive Plan (incorporated
by reference to Exhibit A to amended Schedule 14A filed on
February 18, 2009).
 59




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##### Table of Contents



ExhibitNo.
    
    Description10.13
    
    Resignation and Consulting Letter Agreement dated July 25,
2009 by and between Global Traffic Network, Inc. and Dale
Arfman (incorporated by reference to Exhibit 10.2 to the
Current Report on Form 8-K filed July 28, 2009).10.14
    
    Amendment effective July 1, 2009 to Information Report Supply
Agreement dated June 24, 2008 by and between The Australia
Traffic Network Pty Limited and Austereo Pty Limited
(incorporated by reference to Exhibit 13.1 to the Annual
Report on Form 10-K filed September 10, 2009).21.1
    
    Subsidiaries of Global Traffic Network, Inc.23.1
    
    Consent of BDO Audit (NSW-VIC) Pty Ltd.31.1
    
    Certification of Chief Executive Officer pursuant to
Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    Certification of Chief Financial Officer pursuant to
Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.1
    
    Press release dated September 15, 2010.
 
 
    
    Confidential treatment has been granted as to certain portions of
this exhibit pursuant to Rule 406 of the Securities Act and/or Rule
24b-2 of the Exchange Act. 60




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SIGNATURES
  GLOBAL TRAFFIC NETWORK, INC.Date: September 15, 2010
    By:
    /s/ Scott E. CodyScott E. CodyChief Financial Officer,
Chief Operating 
Officer and
Treasurer  Signature
    
    Title
    
    Date/s/ William L. Yde III
William L. Yde III
    
    Chairman of the Board,
Chief Executive Officer
and President (Principal
Executive Officer) and Director
    
    September 15, 2010/s/ Scott E. Cody
Scott E. Cody
    
    Chief Financial Officer,
Chief Operating Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
    
    September 15, 2010/s/ Dale C. Arfman
Dale C. Arfman
    
    Director
    
    September 15, 2010/s/ Gary O. Benson
Gary O. Benson
    
    Director
    
    September 15, 2010/s/ Shane E. Coppola
Shane E. Coppola
    
    Director
    
    September 15, 2010/s/ William M. Mower
William M. Mower
    
    Director
    
    September 15, 2010/s/ Stuart R. Romenesko
Stuart R. Romenesko
    
    Director
    
    September 15, 2010
 61




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##### Table of Contents



Global Traffic Network, Inc.
Index to Consolidated Financial Statements
And Financial Statement Schedule
 1. Consolidated Financial Statements
 PageReports of Independent Registered Public Accounting Firm
    
    F-1Consolidated Balance Sheets at June 30, 2010 and 2009
    
    F-3Consolidated Statements of Income for the years ended June 30, 2010, 2009 and 2008
    
    F-4Consolidated Statements of Shareholders Equity for the years ended June 30, 2010, 2009 and 2008
    
    F-5Consolidated Statements of Cash Flows for the years ended June 30, 2010, 2009 and 2008
    
    F-6Notes to Consolidated Financial Statements
    
    F-7
 2. Financial Statement Schedules:




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal
ControlIntegrated Framework
 BDO Audit (NSW  VIC) Pty Limited
 
 F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal ControlIntegrated Framework
      BDO Audit (NSW  VIC) Pty Limited
 
 F-2




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##### Table of Contents



GLOBAL TRAFFIC NETWORK, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands except share amounts)
 June 30,
    
    
    June 30,2010
    
    
    2009ASSETS:Current Assets:Cash and cash equivalents
    
    $
    19,564
    
    
    $
    21,419Accounts receivable net of allowance for doubtful
accounts of $69 and $150 at June 30, 2010 and June
30, 2009
    
    
    18,790
    
    
    
    15,986Prepaids and other current assets
    
    
    1,989
    
    
    
    1,421Deferred tax assets
    
    
    239
    
    
    
    208Total current assets
    
    
    40,582
    
    
    
    39,034Property and equipment, net
    
    
    6,693
    
    
    
    7,569Intangible assets, net
    
    
    13,013
    
    
    
    17,200Goodwill
    
    
    4,257
    
    
    
    4,688Deferred tax assets
    
    
    129
    
    
    
    115Other assets
    
    
    414
    
    
    
    564Total assets
    
    $
    65,088
    
    
    $
    69,170LIABILITIES AND SHAREHOLDERS EQUITY:Current Liabilities:Accounts payable and accrued expenses
    
    $
    11,709
    
    
    $
    14,649Deferred revenue
    
    
    810
    
    
    
    1,198Income taxes payable
    
    
    1,306
    
    
    
    1,908Current portion of long term debt
    
    
    
    
    
    
    326Total current liabilities
    
    
    13,825
    
    
    
    18,081Long term debt, less current portion
    
    
    
    
    
    
    57Deferred tax liabilities
    
    
    2,747
    
    
    
    3,410Other liabilities
    
    
    349
    
    
    
    318Total liabilities
    
    
    16,921
    
    
    
    21,866Common stock, $.001 par value; 100,000,000
shares authorized; 18,409,834 and 18,264,834
shares issued and outstanding as of June 30, 2010
and 2009
    
    
    18
    
    
    
    18Preferred stock, $.001 par value; 10,000,000
authorized; 0 issued and outstanding as of June
30, 2010 and 2009
    
    
    
    
    
    
    Additional paid in capital
    
    
    51,391
    
    
    
    50,146Accumulated other comprehensive income
    
    
    389
    
    
    
    1,398Accumulated deficit
    
    
    (3,631
    )
    
    
    (4,258
    )Total shareholders equity
    
    
    48,167
    
    
    
    47,304Total liabilities and shareholders equity
    
    $
    65,088
    
    
    $
    69,170
  F-3




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##### Table of Contents



GLOBAL TRAFFIC NETWORK, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME
 (In thousands except share and per share amounts)
 Year Ended June 30,2010
    
    
    2009
    
    
    2008Revenues
    
    $
    93,335
    
    
    $
    60,337
    
    
    $
    50,953Operating expenses (exclusive of depreciation and amortization expense shown separately below)
    
    
    63,266
    
    
    
    40,937
    
    
    
    30,456Selling, general and administrative expenses
    
    
    21,038
    
    
    
    15,615
    
    
    
    15,214Depreciation and amortization expense
    
    
    5,326
    
    
    
    2,547
    
    
    
    1,500Net operating income
    
    
    3,705
    
    
    
    1,238
    
    
    
    3,783Interest expense
    
    
    15
    
    
    
    39
    
    
    
    90Other income (including interest income of $727, $1,015 and $1,600 for the years ended June
30, 2010, 2009 and 2008)
    
    
    (967
    )
    
    
    (1,050
    )
    
    
    (1,617
    )Other expense
    
    
    32
    
    
    
    77
    
    
    
    13Net income before income taxes
    
    
    4,625
    
    
    
    2,172
    
    
    
    5,297Income tax expense
    
    
    3,998
    
    
    
    3,257
    
    
    
    3,565Net income (loss)
    
    $
    627
    
    
    $
    (1,085
    )
    
    $
    1,732Income (loss) per common share:Basic
    
    $
    0.03
    
    
    $
    (0.06
    )
    
    $
    0.10Diluted
    
    $
    0.03
    
    
    $
    (0.06
    )
    
    $
    0.10Weighted average common shares outstanding:Basic
    
    
    18,115,530
    
    
    
    18,065,671
    
    
    
    17,648,410Diluted
    
    
    18,132,721
    
    
    
    18,065,671
    
    
    
    17,831,855
  F-4




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##### Table of Contents



GLOBAL TRAFFIC NETWORK, INC.
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 For the years ended June 30, 2010, 2009 and 2008
 (Amounts in thousands except share amounts)
 AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    TotalCommon Stock
    
    
    Paid In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Income (Loss)
    
    
    (Loss) Income
    
    
    TotalBalance, June 30, 2007
    
    
    12,870,000
    
    
    
    13
    
    
    
    18,527
    
    
    
    (4,905
    )
    
    
    1,198
    
    
    
    
    
    
    
    14,833Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,732
    
    
    
    
    
    
    
    1,732
    
    
    
    1,732Stock based compensation
    
    
    110,000
    
    
    
    
    
    
    
    782
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    782Follow-on offering of common stock
    
    
    5,175,000
    
    
    
    5
    
    
    
    29,706
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,711Exercise of stock options
    
    
    3,334
    
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15Repurchase and retire shares
    
    
    (2,201
    )
    
    
    
    
    
    
    (15
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15
    )Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,668
    
    
    
    1,668
    
    
    
    1,668Comprehensive net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,400
    
    
    
    Balance, June 30, 2008
    
    
    18,156,133
    
    
    
    18
    
    
    
    49,015
    
    
    
    (3,173
    )
    
    
    2,866
    
    
    
    
    
    
    
    48,726Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,085
    )
    
    
    
    
    
    
    (1,085
    )
    
    
    (1,085
    )Cashless exercise of stock options
    
    
    8,701
    
    
    
    
    
    
    
    (23
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23
    )Stock based compensation
    
    
    100,000
    
    
    
    
    
    
    
    1,154
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,154Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,468
    )
    
    
    (1,468
    )
    
    
    (1,468
    )Comprehensive net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (2,553
    )
    
    
    Balance, June 30, 2009
    
    
    18,264,834
    
    
    $
    18
    
    
    $
    50,146
    
    
    $
    (4,258
    )
    
    $
    1,398
    
    
    
    
    
    
    $
    47,304Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    627
    
    
    
    
    
    
    
    627
    
    
    
    627Stock based compensation
    
    
    145,000
    
    
    
    
    
    
    
    1,245
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,245Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,009
    )
    
    
    (1,009
    )
    
    
    (1,009
    )Comprehensive net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    

    (382
    )
    
    
 Balance, June 30, 2010
    
    
    18,409,834
    
    
    $
    18
    
    
    $
    51,391
    
    
    $
    (3,631
    )
    
    $
    389
    
    
    
    
    
    
    $
    48,167
  F-5




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##### Table of Contents



GLOBAL TRAFFIC NETWORK, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Amounts in thousands)
 Year ended June 30,2010
    
    
    2009
    
    
    2008Cash flows from operating activities:Net income (loss)
    
    $
    627
    
    
    $
    (1,085
    )
    
    $
    1,732Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    5,326
    
    
    
    2,547
    
    
    
    1,500Allowance for doubtful accounts
    
    
    (81
    )
    
    
    (142
    )
    
    
    199Non-cash compensation expense
    
    
    1,245
    
    
    
    1,154
    
    
    
    782Change in deferred taxes
    
    
    (403
    )
    
    
    (188
    )
    
    
    (48
    )Foreign currency translation income
    
    
    (101
    )
    
    
    
    
    
    
    Loss on
disposal or writedown of assets
    
    
    92
    
    
    
    62
    
    
    
    Changes in assets and liabilities (net of effects from acquisition of business):Accounts receivable
    
    
    (2,700
    )
    
    
    (45
    )
    
    
    (4,044
    )Prepaid and other current assets and other assets
    
    
    (481
    )
    
    
    (817
    )
    
    
    (602
    )Accounts payable and accrued expenses and other liabilities
    
    
    680
    
    
    
    292
    
    
    
    1,615Deferred revenue
    
    
    (391
    )
    
    
    (69
    )
    
    
    1,216Income taxes payable
    
    
    (714
    )
    
    
    (735
    )
    
    
    1,796Net cash provided by operating activities
    
    
    3,099
    
    
    
    974
    
    
    
    4,146Cash flows from investing activities:Purchase of property and equipment
    
    
    (1,244
    )
    
    
    (1,627
    )
    
    
    (3,287
    )Acquisition of business
    
    
    (3,488
    )
    
    
    (13,133
    )
    
    
    (697
    )Purchase of intangibles
    
    
    
    
    
    
    
    
    
    
    (120
    )Net cash used in investing activities
    
    
    (4,732
    )
    
    
    (14,760
    )
    
    
    (4,104
    )Cash flows from financing activities:Repayment of long term debt
    
    
    (414
    )
    
    
    (377
    )
    
    
    (693
    )Proceeds from public offerings of stock, net
    
    
    
    
    
    
    
    
    
    
    29,711Net cash (used in) provided by financing activities
    
    
    (414
    )
    
    
    (377
    )
    
    
    29,018Effect of exchange rate changes on cash and cash equivalents
    
    
    192
    
    
    
    (1,959
    )
    
    
    1,203Net(decrease) increase in cash and cash equivalents
    
    
    (1,855
    )
    
    
    (16,122
    )
    
    
    30,263Cash and cash equivalents at beginning of fiscal year
    
    
    21,419
    
    
    
    37,541
    
    
    
    7,278Cash and cash equivalents at end of fiscal year
    
    $
    19,564
    
    
    $
    21,419
    
    
    $
    37,541Supplemental disclosures of cash flow information:Cash paid during fiscal year for:Interest
    
    $
    15
    
    
    $
    39
    
    
    $
    90Income taxes
    
    $
    5,133
    
    
    $
    3,876
    
    
    $
    1,813
  F-6




---



##### Table of Contents



GLOBAL TRAFFIC NETWORK, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Amounts in thousands except share and per share amounts)
 NOTE 1  Description of the Companys Business
   NOTE 2  Basis of Presentation
      F-7




---



##### Table of Contents



NOTE 3  Summary of Significant Accounting Policies
 a) Use of Estimates
  b) Revenue recognition
  c) Operating expenses
  d) Station compensation and reimbursement
   June 30,2010Year 1
    
    $
    30,916Year 2
    
    
    24,418Year 3
    
    
    6,452Year 4
    
    
    1,113Year 5
    
    
    Thereafter
    
    
    
 e) Cash and cash equivalents
  Year ended
    
    
    Year endedJune 30,
    
    
    June 30,2010
    
    
    2009Cash and cash equivalents consist of the following:Domestic
    
    $
    234
    
    
    $
    1,381Foreign
    
    
    19,330
    
    
    
    20,038Total cash and cash equivalents
    
    $
    19,564
    
    
    $
    21,419
 F-8




---



##### Table of Contents



f) Accounts Receivable
    Allowance for Doubtful Accounts
 Balance at
    
    
    (Reductions)/
    
    
    
    
    
    
    Balance atbeginning of
    
    
    Additions
    
    
    Deductions
    
    
    end ofyear
    
    
    Expense/(credit)
    
    
    Write-offs
    
    
    YearYear ended June 30, 2010
    
    $
    150
    
    
    $
    (21
    )
    
    $
    (60
    )
    
    $
    69Year ended June 30, 2009
    
    $
    292
    
    
    $
    159
    
    
    $
    (301
    )
    
    $
    150Year ended June 30, 2008
    
    $
    93
    
    
    $
    270
    
    
    $
    (71
    )
    
    $
    292
 g) Property and Equipment
  Recording, broadcasting and studio equipment
    
    5 yearsFurniture, and equipment and other
    
    5 yearsMotor vehicles
    
    7 yearsHelicopters and fixed wing aircraft
    
    6-8 yearsHelicopter engine rebuilds
    
    2-3 yearsComputer equipment and software
    
    3-5 years
  F-9




---



##### Table of Contents



h) Intangible assets
  WeightedAverageAmortizationPeriod
    
    
    June 30,
    
    
    June 30,(Years)
    
    
    2010
    
    
    2009Station contracts
    
    10 years
    
    $
    10,209
    
    
    $
    12,565Radio advertising contracts
    
    4 years
    
    
    1,526
    
    
    
    2,311Non-competition agreement
    
    3 years
    
    
    1,245
    
    
    
    2,193Mobile phone intellectual property
    
    
    N/A
    
    
    
    
    
    
    
    100Aircraft license acquisition costs
    
    
    N/A
    
    
    
    33
    
    
    
    31Total intangible assets
    
    
    N/A
    
    
    $
    13,013
    
    
    $
    17,200
  Acquired intangible assets
 As of June 30, 2010
    
    
    As of June 30, 2009Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationAmortized intangible assetsStation contracts
    
    $
    11,986
    
    
    $
    1,777
    
    
    $
    13,136
    
    
    $
    571Radio advertising contracts
    
    
    2,290
    
    
    
    763
    
    
    
    2,521
    
    
    
    210Non-competition agreement
    
    
    2,240
    
    
    
    996
    
    
    
    2,467
    
    
    
    274Total
    
    $
    16,516
    
    
    $
    3,536
    
    
    $
    18,124
    
    
    $
    1,055
 Estimated future amortization expense relating to acquiredintangible assets:
    
    TotalFor the year period ended June 30, 2011
    
    $
    2,552For the year period ended June 30, 2012
    
    
    2,282For the year period ended June 30, 2013
    
    
    1,546For the year period ended June 30, 2014
    
    
    1,165For the year period ended June 30, 2015
    
    
    1,165Thereafter
    
    
    4,270
 i) Goodwill
  Balance, June 30, 2009
    
    $
    4,688Acquisitions
    
    
    Translation adjustments
    
    
    (431
    )Balance, June 30, 2010
    
    $
    4,257
 F-10




---



##### Table of Contents



j) Income taxes
   k) Per share data
  Year ended
    
    
    Year ended
    
    
    Year endedJune 30, 2010
    
    
    June 30, 2009
    
    
    June 30, 2008Basic Shares Outstanding
    
    
    18,115,530
    
    
    
    18,065,671
    
    
    
    17,648,410Stock Options, Restricted Stock & Warrants
    
    
    17,191
    
    
    
    
    
    
    
    183,445Diluted Shares Outstanding
    
    
    18,132,721
    
    
    
    18,065,671
    
    
    
    17,831,855
 l) Fair value of financial instruments
  m) Fair Value Measurements
  
    
    Level 1  Observable inputs such as quoted prices in active markets;
 F-11




---



##### Table of Contents




    
    Level 2  Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
    
    Level 3  Unobservable inputs in which there is little or no market data, which requires the reporting entity to
develop its own assumptions.
   n) Other Comprehensive Income (Loss)
  o) Recent Accounting Pronouncements
     F-12




---



##### Table of Contents



p) Concentration of Credit Risk
  q) Major Suppliers
      NOTE 4  Related Party Transactions
  F-13




---



##### Table of Contents



NOTE 5  Property and Equipment, Net
  Year
    
    
    YearEnded
    
    
    EndedJune 30,
    
    
    June 30,2010
    
    
    2009Helicopters and fixed wing aircraft
    
    $
    10,290
    
    
    $
    8,935Recording, broadcasting and studio equipment
    
    
    2,146
    
    
    
    1,955Furniture and equipment and other
    
    
    2,186
    
    
    
    1,843Less: Accumulated depreciation and amortization
    
    
    7,929
    
    
    
    5,164Property and equipment, net
    
    $
    6,693
    
    
    $
    7,569Plant and equipment held as security under specific loans:
    
    $
    
    
    
    $
    1,190
 Year
    
    
    Yearended
    
    
    endedJune 30,
    
    
    June 30,2010
    
    
    2009Net property and equipment consists of the following:Domestic
    
    $
    1
    
    
    $
    31Foreign
    
    
    6,692
    
    
    
    7,538Property and equipment, net
    
    $
    6,693
    
    
    $
    7,569
   NOTE 6  Accounts Payable and Accrued Expenses
  June 30,
    
    
    June 30,2010
    
    
    2009Trade payables
    
    $
    8,334
    
    
    $
    8,493Accrued payroll expenses
    
    
    2,005
    
    
    
    1,592Accrued expenses and other liabilities
    
    
    1,370
    
    
    
    4,564Total
    
    $
    11,709
    
    
    $
    14,649
  F-14




---



##### Table of Contents



NOTE 7  Long Term Debt
  June 30,
    
    
    June 30,2010
    
    
    2009Notes payable to bank bearing fixed
interest of 6.97%, secured by 2
helicopters, repaid December 31, 2009
    
    
    
    
    
    
    383
    
    
    
    383Less current portion
    
    
    
    
    
    
    326Long term debt less current portion
    
    
    
    
    
    
    57
  NOTE 8  Income Taxes
  Year ended
    
    
    Year endedJune 30, 2010
    
    
    June 30, 2009Domestic
    
    
    Foreign
    
    
    Total
    
    
    Domestic
    
    
    Foreign
    
    
    TotalNet (loss) income
before taxes
    
    $
    (3,775
    )
    
    $
    8,400
    
    
    $
    4,625
    
    
    $
    (4,113
    )
    
    $
    6,285
    
    
    $
    2,172Income tax provision
    
    $
    1,513
    
    
    $
    4,977
    
    
    $
    6,490
    
    
    $
    1
    
    
    $
    3,397
    
    
    $
    3,398Current deferred tax
asset (liability), net
    
    
    (301
    )
    
    
    (21
    )
    
    
    (322
    )
    
    
    (2
    )
    
    
    (68
    )
    
    
    (70
    )Non-current deferred tax
asset (liability), net
    
    
    (478
    )
    
    
    (1,590
    )
    
    
    (2,068
    )
    
    
    (365
    )
    
    
    (179
    )
    
    
    (544
    )Tax carried forward losses
    
    
    
    
    
    
    (283
    )
    
    
    (283
    )
    
    
    (985
    )
    
    
    (866
    )
    
    
    (1,851
    )Less: Valuation allowance
    
    
    (708
    )
    
    
    889
    
    
    
    181
    
    
    
    1,352
    
    
    
    972
    
    
    
    2,324Income tax expense
    
    $
    26
    
    
    $
    3,972
    
    
    $
    3,998
    
    
    $
    1
    
    
    $
    3,256
    
    
    $
    3,257
  Year ended
    
    
    Year endedJune 30,
    
    
    June 30,2010
    
    
    2009Deferred tax assets:Depreciation
    
    $
    799
    
    
    $
    87Deferred rent
    
    
    33
    
    
    
    40Capital losses
    
    
    5
    
    
    
    5Foreign tax credit
    
    
    1,867
    
    
    
    132Stock option expense
    
    
    1,247
    
    
    
    770Accrued expenses and other
    
    
    321
    
    
    
    307Tax carried forward losses
    
    
    5,292
    
    
    
    7,036Total deferred tax assets
    
    
    9,564
    
    
    
    8,377Deferred tax liabilitiesIntangible assets
    
    
    3,602
    
    
    
    4,740Undistributed foreign profits
    
    
    1,435
    
    
    
    Prepaid expenses
    
    
    37
    
    
    
    36Total deferred tax liabilities
    
    
    5,074
    
    
    
    4,776Net deferred tax assets before valuation allowance
    
    
    4,490
    
    
    
    3,601Valuation allowance
    
    
    (6,869
    )
    
    
    (6,688
    )Net deferred tax (liabilities) assets
    
    
    (2,379
    )
    
    
    (3,087
    )
 F-15




---



##### Table of Contents



Year ended
    
    
    Year ended
    
    
    Year endedJune 30,
    
    
    June 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2008Income tax expense consists of the following:Domestic
    
    $
    26
    
    
    $
    1
    
    
    $
    25Foreign
    
    
    3,972
    
    
    
    3,256
    
    
    
    3,540Income tax expense
    
    $
    3,998
    
    
    $
    3,257
    
    
    $
    3,565
  Year ended
    
    
    Year ended
    
    
    Year endedJune 30,
    
    
    June 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2008Federal statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State taxes net of federal benefit
    
    
    1.9
    
    
    
    1.5
    
    
    
    0.5Differences between U.S. and foreign tax rates
    
    
    (7.9
    )
    
    
    (6.5
    )
    
    
    (5.5
    )Permanent differences between book and tax income
    
    
    0.1
    
    
    
    13.0
    
    
    
    10.0Cumulative effect of change in status of foreign subsidiary
    
    
    53.4
    
    
    
    
    
    
    
    Impact of valuation allowance
    
    
    3.9
    
    
    
    107.0
    
    
    
    27.3Effective tax rate
    
    
    86.4
    %
    
    
    150.0
    %
    
    
    67.3
    %
    F-16




---



##### Table of Contents



As of
    
    
    As ofJune 30,
    
    
    June 30,2010
    
    
    2009Domestic
    
    $
    
    
    
    $
    1,487Foreign
    
    
    5,292
    
    
    
    5,549Total
    
    $
    5,292
    
    
    $
    7,036
   NOTE 9  Commitments and Contingencies
  June 30,2010Year 1
    
    $
    782Year 2
    
    
    589Year 3
    
    
    451Year 4
    
    
    209Year 5
    
    
    226Thereafter
    
    
    103Total
    
    $
    2,360
  F-17




---



##### Table of Contents



As ofJune 30,2010Year 1
    
    $
    2,914Year 2
    
    
    2,914Year 3
    
    
    1,457Year 4
    
    
    Year 5
    
    
    Thereafter
    
    
    Total
    
    $
    7,285
  NOTE 10  Capital Stock
    NOTE 11  Stock based compensation
  F-18




---



##### Table of Contents



As of
    
    
    As ofJune 30,
    
    
    June 30,2010
    
    
    2009Shares authorized under plan
    
    
    1,800,000
    
    
    
    1,800,000Stock options outstanding
    
    
    (1,148,401
    )
    
    
    (890,067
    )Stock options exercised
    
    
    (24,934
    )
    
    
    (24,934
    )Restricted shares outstanding
    
    
    (248,329
    )
    
    
    (173,332
    )Restricted shares converted into common shares upon lapse of restrictions
    
    
    (106,671
    )
    
    
    (36,668
    )Shares available for issuance under plan
    
    
    271,665
    
    
    
    674,999
 Stock Options
  June 30,
    
    
    June 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2008Risk-free interest rate
    
    
    2.27%-2.35
    %
    
    
    1.74-2.71
    %
    
    
    2.49-3.99
    %Volatility factor
    
    
    73.26%-76.17
    %
    
    
    61.02-75.52
    %
    
    
    57.23-57.98
    %Weighted volatility
    
    
    75.87
    %
    
    
    68.27
    %
    
    
    57.84
    %Dividend yield
    
    
    
    
    
    
    
    
    
    
    Option price
    
    $
    3.76-5.72
    
    
    $
    3.96-6.05
    
    
    $
    6.68-8.70Weighted average expected life of options
    
    6 years
    
    
    6 years
    
    
    6.28 yearsWeighted average grant date fair value per share
    
    $
    2.59
    
    
    $
    3.07
    
    
    $
    3.92
  WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    Aggregate
    
    
    AggregateExercise
    
    
    Contractual
    
    
    Fair
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    Value
    
    
    ValueBalance, June 30, 2009
    
    
    890,067
    
    
    $
    5.56
    
    
    
    
    
    
    $
    2,657
    
    
    
    Exercisable, June 30, 2009
    
    
    601,744
    
    
    $
    5.36
    
    
    
    
    
    
    $
    1,639
    
    
    
    Grants
    
    
    280,000
    
    
    $
    3.86
    
    
    
    
    
    
    $
    725
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeitures/expirations
    
    
    (21,666
    )
    
    $
    5.71
    
    
    
    
    
    
    
    (73
    )
    
    
    Balance, June 30, 2010
    
    
    1,148,401
    
    
    $
    5.14
    
    
    7.21 years
    
    $
    3,309
    
    
    $
    723Exercisable, June 30, 2010
    
    
    763,737
    
    
    $
    5.38
    
    
    6.46 years
    
    $
    2,173
    
    
    $
    295
    F-19




---



##### Table of Contents



Restricted Stock
   WeightedAverage GrantDate Fair ValueShares
    
    
    Per ShareUnvested, June 30, 2009
    
    
    173,332
    
    
    $
    6.17Grants
    
    
    145,000
    
    
    $
    5.18Converted to common stock
    
    
    (70,003
    )
    
    
    Forfeited
    
    
    
    
    
    
    Unvested, June 30, 2010
    
    
    248,329
    
    
    $
    5.47
    NOTE 12  Warrant
   NOTE 13  Segment Reporting
  F-20




---



##### Table of Contents



Year ended
    
    
    Year ended
    
    
    Year endedJune 30,
    
    
    June 30,
    
    
    June 30,Australia
    
    2010
    
    
    2009
    
    
    2008Revenues
    
    
    56,451
    
    
    
    42,707
    
    
    
    44,296Interest expense
    
    
    15
    
    
    
    39
    
    
    
    90Interest revenue
    
    
    725
    
    
    
    700
    
    
    
    488Depreciation & amortization expense
    
    
    982
    
    
    
    737
    
    
    
    810Intercompany management fee expense
    
    
    1,588
    
    
    
    1,336
    
    
    
    1,629Income tax expense
    
    
    4,360
    
    
    
    3,386
    
    
    
    3,540Segment profit
    
    
    10,117
    
    
    
    7,894
    
    
    
    8,188Expenditure for property and equipment
    
    
    362
    
    
    
    380
    
    
    
    382Expenditure for intangible assets
    
    
    
    
    
    
    
    
    
    
    Segment assets
    
    
    31,786
    
    
    
    30,658
    
    
    
    29,012Current assets
    
    
    29,243
    
    
    
    27,482
    
    
    
    25,115Property & equipment, net
    
    
    2,065
    
    
    
    2,552
    
    
    
    3,572Deferred tax assets, net
    
    
    368
    
    
    
    323
    
    
    
    403Intangible assets, net
    
    
    33
    
    
    
    31
    
    
    
    37Goodwill
    
    
    
    
    
    
    
    
    
    
    Segment liabilities
    
    
    8,855
    
    
    
    9,692
    
    
    
    14,240
 Year ended
    
    
    Year ended
    
    
    Year endedJune 30,
    
    
    June 30,
    
    
    June 30,Canada
    
    2010
    
    
    2009
    
    
    2008Revenues
    
    
    9,464
    
    
    
    6,920
    
    
    
    6,657Interest expense
    
    
    
    
    
    
    
    
    
    
    Interest revenue
    
    
    
    
    
    
    1
    
    
    
    8Depreciation & amortization expense
    
    
    1,386
    
    
    
    757
    
    
    
    668Intercompany management fee expense
    
    
    
    
    
    
    
    
    
    
    Income tax expense
    
    
    
    
    
    
    
    
    
    
    Segment loss
    
    
    (4,431
    )
    
    
    (3,063
    )
    
    
    (3,064
    )Expenditure for property and equipment
    
    
    772
    
    
    
    1,034
    
    
    
    2,027Expenditure for intangible assets
    
    
    
    
    
    
    
    
    
    
    Segment assets
    
    
    8,259
    
    
    
    6,849
    
    
    
    7,928Current assets
    
    
    3,994
    
    
    
    2,369
    
    
    
    3,128Property & equipment, net
    
    
    4,115
    
    
    
    4,299
    
    
    
    4,529Deferred tax assets (liabilities), net
    
    
    
    
    
    
    
    
    
    
    Intangible assets, net
    
    
    115
    
    
    
    167
    
    
    
    261Goodwill
    
    
    
    
    
    
    
    
    
    
    Segment liabilities
    
    
    25,820
    
    
    
    18,877
    
    
    
    18,087
 Year ended
    
    
    Year ended
    
    
    Year endedJune 30,
    
    
    June 30,
    
    
    June 30,United Kingdom
    
    2010
    
    
    2009
    
    
    2008Revenues
    
    
    27,389
    
    
    
    10,710
    
    
    
    Interest expense
    
    
    
    
    
    
    
    
    
    
    Interest revenue
    
    
    1
    
    
    
    17
    
    
    
    3Depreciation & amortization expense
    
    
    2,854
    
    
    
    1,015
    
    
    
    20Intercompany management fee expense
    
    
    
    
    
    
    
    
    
    
    Income tax (benefit)
    
    
    (388
    )
    
    
    (130
    )
    
    
    Segment loss
    
    
    (1,258
    )
    
    
    (1,802
    )
    
    
    (1,757
    )Expenditure for property and equipment
    
    
    110
    
    
    
    185
    
    
    
    837Expenditure for intangible assets
    
    
    
    
    
    
    
    
    
    
    Segment assets
    
    
    24,695
    
    
    
    30,017
    
    
    
    2,952Current assets
    
    
    6,998
    
    
    
    7,671
    
    
    
    1,325Property & equipment, net
    
    
    512
    
    
    
    687
    
    
    
    824Deferred tax (liabilities), net
    
    
    (2,747
    )
    
    
    (3,410
    )
    
    
    Intangible assets, net
    
    
    12,865
    
    
    
    16,902
    
    
    
    Goodwill
    
    
    4,257
    
    
    
    4,688
    
    
    
    Segment liabilities
    
    
    29,469
    
    
    
    33,981
    
    
    
    5,495
 F-21




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##### Table of Contents



Year ended
    
    
    Year ended
    
    
    Year endedJune 30,
    
    
    June 30,
    
    
    June 30,All Other
    
    2010
    
    
    2009
    
    
    2008Revenues
    
    
    31
    
    
    
    
    
    
    
    Interest expense
    
    
    
    
    
    
    
    
    
    
    Interest revenue
    
    
    1
    
    
    
    297
    
    
    
    1,101Depreciation & amortization expense
    
    
    104
    
    
    
    38
    
    
    
    2Intercompany management fee revenue
    
    
    (1,588
    )
    
    
    (1,336
    )
    
    
    (1,629
    )Income tax expense
    
    
    26
    
    
    
    1
    
    
    
    25Segment loss
    
    
    (3,801
    )
    
    
    (4,114
    )
    
    
    (1,635
    )Expenditure for property and equipment
    
    
    
    
    
    
    28
    
    
    
    41Expenditure for intangible assets
    
    
    
    
    
    
    
    
    
    
    120Segment assets
    
    
    51,141
    
    
    
    45,458
    
    
    
    48,167Current assets
    
    
    347
    
    
    
    1,512
    
    
    
    22,551Property & equipment (net)
    
    
    1
    
    
    
    31
    
    
    
    39Deferred tax assets (liabilities), net
    
    
    
    
    
    
    
    
    
    
    Intangible assets, net
    
    
    
    
    
    
    100
    
    
    
    120Goodwill
    
    
    
    
    
    
    
    
    
    
    Segment liabilities
    
    
    2,689
    
    
    
    2,247
    
    
    
    630
 June 30,
    
    
    June 30,
    
    
    June 30,Intercompany eliminations
    
    2010
    
    
    2009
    
    
    2008Segment assets
    
    
    (50,793
    )
    
    
    (43,812
    )
    
    
    (25,457
    )Current assets
    
    
    
    
    
    
    
    
    
    
    Property & equipment (net)
    
    
    
    
    
    
    
    
    
    
    Deferred tax assets (liabilities), net
    
    
    
    
    
    
    
    
    
    
    Intangible assets, net
    
    
    
    
    
    
    
    
    
    
    Goodwill
    
    
    
    
    
    
    
    
    
    
    Segment liabilities
    
    
    (49,912
    )
    
    
    (42,931
    )
    
    
    (24,576
    )
 Year ended
    
    
    Year ended
    
    
    Year endedJune 30,
    
    
    June 30,
    
    
    June 30,Total
    
    2010
    
    
    2009
    
    
    2008Revenues
    
    
    93,335
    
    
    
    60,337
    
    
    
    50,953Interest expense
    
    
    15
    
    
    
    39
    
    
    
    90Interest revenue
    
    
    727
    
    
    
    1,015
    
    
    
    1,600Depreciation & amortization expense
    
    
    5,326
    
    
    
    2,547
    
    
    
    1,500Intercompany management fee expense
    
    
    
    
    
    
    
    
    
    
    Income tax expense
    
    
    3,998
    
    
    
    3,257
    
    
    
    3,565Net income (loss)
    
    
    627
    
    
    
    (1,085
    )
    
    
    1,732Expenditure for property and equipment
    
    
    1,244
    
    
    
    1,627
    
    
    
    3,287Expenditure for intangible assets
    
    
    
    
    
    
    
    
    
    
    120Total assets
    
    
    65,088
    
    
    
    69,170
    
    
    
    62,602Current assets
    
    
    40,582
    
    
    
    39,034
    
    
    
    52,119Property & equipment, net
    
    
    6,693
    
    
    
    7,569
    
    
    
    8,964Deferred tax (liabilities) assets, net
    
    
    (2,379
    )
    
    
    (3,087
    )
    
    
    403Intangible assets, net
    
    
    13,013
    
    
    
    17,200
    
    
    
    418Goodwill
    
    
    4,257
    
    
    
    4,688
    
    
    
    Total liabilities
    
    
    16,921
    
    
    
    21,866
    
    
    
    13,876
 F-22




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##### Table of Contents



Revenues
    
    Traffic
    
    
    News
    
    
    Television
    
    
    Government
    
    
    TotalYear ended June 30, 2010
    
    $
    70,955
    
    
    $
    15,426
    
    
    $
    3,216
    
    
    $
    3,738
    
    
    $
    93,335Year ended June 30, 2009
    
    $
    44,375
    
    
    $
    8,582
    
    
    $
    3,318
    
    
    $
    4,062
    
    
    $
    60,337Year ended June 30, 2008
    
    $
    38,951
    
    
    $
    7,385
    
    
    $
    4,617
    
    
    $
    
    
    
    $
    50,953
 NOTE 14  Quarterly Results of Operations (unaudited)
 Year ended June 30, 2010
 First
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    For theQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    YearRevenues
    
    $
    20,357
    
    
    $
    25,624
    
    
    $
    24,113
    
    
    $
    23,241
    
    
    $
    93,335Net operating (loss) income
    
    
    (602
    )
    
    
    1,923
    
    
    
    1,365
    
    
    
    1,019
    
    
    
    3,705Net (loss) income
    
    
    (1,034
    )
    
    
    822
    
    
    
    483
    
    
    
    356
    
    
    
    627Net income (loss) per share:Basic
    
    $
    (0.06
    )
    
    $
    0.04
    
    
    $
    0.03
    
    
    $
    0.02
    
    
    $
    0.03Diluted
    
    $
    (0.06
    )
    
    $
    0.04
    
    
    $
    0.03
    
    
    $
    0.02
    
    
    $
    0.03
 Year ended June 30, 2009
 First
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    For theQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    YearRevenues
    
    $
    15,975
    
    
    $
    13,929
    
    
    $
    12,462
    
    
    $
    17,971
    
    
    $
    60,337Net operating income (loss)
    
    
    1,658
    
    
    
    1,668
    
    
    
    (1,465
    )
    
    
    (623
    )
    
    
    1,238Net income (loss)
    
    
    856
    
    
    
    890
    
    
    
    (1,784
    )
    
    
    (1,047
    )
    
    
    (1,085
    )Net income (loss) per share:Basic
    
    $
    0.05
    
    
    $
    0.05
    
    
    $
    (0.10
    )
    
    $
    (0.06
    )
    
    $
    (0.06
    )Diluted
    
    $
    0.05
    
    
    $
    0.05
    
    
    $
    (0.10
    )
    
    $
    (0.06
    )
    
    $
    (0.06
    )
 NOTE 15  Acquisition of Businesses
  Current assets
    
    $
    56Fixed assets
    
    
    11Intangibles
    
    
    338Assumed liabilities
    
    
    (50
    )Purchase price
    
    $
    355
 F-23




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##### Table of Contents



Current Assets
    
    $
    3,953Intangible asset  Station Contracts
    
    
    11,162Intangible asset  Non-competition agreement
    
    
    2,147Intangible asset  Radio advertising contracts
    
    
    2,194Goodwill
    
    
    4,509Total assets acquired
    
    
    23,965Current liabilities assumed
    
    
    4,037Deferred tax liability, net
    
    
    3,091Net assets acquired
    
    
    16,837Less: Acquisition costs
    
    
    819Add: Translation adjustment
    
    
    41Cash consideration
    
    
    16,059
 F-24




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##### Table of Contents



AmortizationPeriodAmount
    
    
    (Years)Station contracts
    
    $
    11,162
    
    
    10 yearsRadio advertising contracts
    
    
    2,194
    
    
    4 yearsNon-competition agreement
    
    
    2,147
    
    
    3 yearsTotal intangible assets with finite lives
    
    $
    15,503
 Pro Forma Income Statement Information (unaudited)
  Year EndedJune 30,2010
    
    
    2009Pro Forma revenues
    
    $
    93,335
    
    
    $
    69,887Pro Forma net income (loss)
    
    $
    627
    
    
    $
    (2,576
    )Pro forma net income (loss) per share  basic and diluted
    
    $
    0.03
    
    
    $
    (0.14
    )
 F-25




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description21.1
    
    Subsidiaries of Global Traffic Network, Inc.23.1
    
    Consent of BDO Audit (NSW  VIC) Pty Limited (formerly BDO).31.1
    
    Certification of Chief Executive Officer pursuant to
Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    Certification of Chief Financial Officer pursuant to
Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.1
    
    Press Release dated September 15, 2010.